Resolutions of the 1/2008 AGM
Ref: COR:MS/EL08004e/ms
31 January 2008
Subject: Resolutions of the 1/2008 Annual General Meeting of Shareholders
To: The President of the Stock Exchange of Thailand
At the 1/2008 Annual General Meeting of Shareholders ("the 1/2008 AGM") of Thoresen Thai Agencies Public Company Limited (the "Company") held on 31 January 2008 at 2.00 P.M. at the Arnoma Grand, Arnoma Hotel, No. 99 Rajdamri Road, Lumpinee, Pathumwan, Bangkok, Thailand, there were 694 shareholders, in person and by proxies,representing a total of 290,005,990 shares present at the 1/2008 AGM. The shares presented in aggregate were more than one-third of the total issued shares of the Company and thus formed a quorum under Article 35 of the Company's Articles of Association. The following resolutions were passed:
1. Approval of the minutes of the 1/2007 Extraordinary General Meeting of the Shareholders held on 6 August 2007 with the majority votes cast by all shareholders who were present and voted.
(Approved by 249,040,890 votes, Disapproved by 0 vote, Abstained by 40,965,100 votes)
2. Acknowledgement and approval of the Company's performance for the financial year that ended on 30 September 2007 with the majority cast by all shareholders who were present and voted.
(Approved by 249,069,690 votes, Disapproved by 0 vote, Abstained by 41,351,300 votes)
3. Approval of the Company's audited balance sheet, the profit and loss statement, and the statement of retained earnings for the financial year that ended on 30 September 2007, together with the Auditor's report with the majority cast by all shareholders who were present and voted.
(Approved by 245,301,190 votes, Disapproved by 0 vote, Abstained by 45,119,800 votes)
4. Acknowledgement of the interim dividend payment, which was declared by the Board of Directors to the shareholders in the amount of Baht 0.75 per share and already paid on 14 June 2007.
Cont. 2.../
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5. Approval of legal reserves, annual dividend payment, and amendment to the dividend policy as follows:
5.1 Approval of legal reserve in the amount of Baht 10,000,000 (Baht Ten Million) with the majority cast by all shareholders who were present and voted.
(Approved by 180,675,566 votes, Disapproved by 67,392,814 votes, Abstained by 42,354,610 votes)
5.2 Approval of the annual dividend payment of Baht 1.65 per share from the net profit of the Company for the financial year that ended on 30 September 2007. Since the Board of Directors had declared an interim dividend payment of Baht 0.75 per share during the period, the balance of Baht 0.90 per share would be paid to shareholders whose names appear in the Company's share register book as of Friday, 8 February 2008, at 12.00 P.M., and the dividend payment is scheduled to be made on Monday, 25 February 2008. The Meeting has passed the resolution with the majority cast by all shareholders who were present and voted.
(Approved by 175,344,466 votes, Disapproved by 72,698,314 votes, Abstained by 42,380,210 votes)
5.3 Approval of the amendment to the dividend policy to read as follows:
"The Company's dividend policy is to distribute dividends to shareholders of at least 25% of the consolidated net profit after tax but excluding unrealised foreign exchange gains or losses, subject to the Company's investment plans, and other relevant factors. The Board may review and revise the dividend policy from time to time to reflect the Company's future business plans, the needs for investment, and other factors, as the Board deems appropriate. However, dividend distributions may not exceed the retained earnings reported in the financial statements of the Company only."
The amendment to the dividend policy will become effective from the 2008 financial year onwards.
The Meeting has passed the resolution with the majority cast by all shareholders who were present and voted.
(Approved by 165,892,866 votes, Disapproved by 82,174,114 votes, Abstained by 42,356,010 votes)
Cont. 3.../
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6. Approval of the election of Directors to replace those who retired by rotation as follows:
6.1 M.R. Chandram S. Chandratat, M.L. Chandchutha Chandratat, and Mr. Sak Euarchukiati are re-elected as the Company's directors for another term.
The voting results are as follows:
- M.R. Chandram S. Chandratat
(Approved by 279,083,490 votes, Disapproved by 9,906,500 votes, Abstained by 1,433,000 votes)
- M.L. Chandchutha Chandratat
(Approved by 285,629,390 votes, Disapproved by 3,360,600 votes, Abstained by 1,433,000 votes)
- Mr. Sak Euarchukiati
(Approved by 285,641,790 votes, Disapproved by 3,348,200 votes, Abstained by 1,433,000 votes)
6.2 Ms. Joey Horn is appointed to replace Mr. Lance Karl Depew. The voting results are as follows:
(Approved by 285,344,690 votes, Disapproved by 3,645,300 votes, Abstained by 1,433,000 votes)
7. Approval of the remuneration package for the Board of Directors by more than two-third votes cast by shareholders attending the meeting.
7.1 All eight (8) non-executive directors maintain the same standard monthly fees as 2007, which are Baht 525,000 per month.
(Approved by 261,633,490 votes, Disapproved by 28,093,300 votes, Abstained by 696,200 votes)
Cont. 4.../
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7.2 Audit Committee members shall receive attendance fees in addition to the monthly fees in their position as a director. The Chairperson of the Audit Committee shall receive attendance fees of Baht 48,000 per meeting, while other members shall each receive attendance fees of Baht 40,000 per meeting. Members of the Remuneration Committee and Nomination Committee shall received attendance fees in addition to the monthly fees in their position as a director. The Chairpersons of the Remuneration Committee and the Nomination Committee shall receive attendance fees of Baht 12,000 per meeting, while Remuneration Committee members and Nomination Committee members shall each receive attendance fees of Baht 10,000 per meeting.
(Approved by 261,544,390 votes, Disapproved by 28,180,900 votes, Abstained by 697,700 votes)
7.3 A bonus for all non-executive directors to be paid only if the Company's annual net profits exceed Baht 2,000 million (excluding unrealised foreign exchange gains or losses). Once this threshold is reached, a bonus equal to 0.35% of the difference between that year's annual net profit and Baht 2,000 million will be shared equally among all non-executive directors.
(Approved by 262,822,890 votes, Disapproved by 26,903,900 votes, Abstained by 696,200 votes)
The executive directors shall receive no monthly fees or other forms of remuneration in their position as directors, since they are employees of the Company.
The new remuneration package will become effective for the 2008 calendar year onwards until shareholders approve further changes.
8. Approval of the appointment of the following auditors as the Company's auditors for the financial year that will end on 30 September 2008:
- Mr. Kajornkiet Aroonpirodkul
- Mrs. Nattaporn Phan-Udom
- Mr. Sudwin Panyawongkhantiof PricewaterhouseCoopers ABAS Limited, such that any one of them is authorised to conduct the audit and to render an opinion on the financial statements of the Company, both on a consolidated and non-consolidated basis. The Meeting also approved the auditor's fee in the amount of Baht 2,965,000 as proposed by the Board of Directors.
Cont. 5.../
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The Meeting has passed the resolution with the majority cast by all shareholders who were present and voted.
(Approved by 279,263,090 votes, Disapproved by 103,400 votes, Abstained by 11,056,500 votes)
9. Approval of the purchase of four new build vessels from PT PAL INDONESIA (PERSERO) in the total amount of USD 157,568,000, or Baht 5,319,495,680 with the votes of more than three-quarters cast by all shareholders present and eligible to vote.
(Approved by 289,706,890 votes, Disapproved by 40,000 votes, Abstained by 676,100 votes)
10. Other business - No other businesses were considered.
Please be informed accordingly.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
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M.L. Chandchutha Chandratat |
Ms. Nuch Kalyawongsa |