Ref. MGT/AGM/09/006
30th March 2009
To: Shareholders
Subject: Invitation
to the Annual General Meeting of Shareholders No. 76
Attachments:
2.
Annual Report 2008 including financial statements and auditor’s report
3.
Attachment to Agenda 5.
4.
Proxy and procedures and conditions for the registration of attendance at the
Annual General Meeting of Shareholders No. 76
5.
Location Map
6.
Articles of Association Re: Shareholders Meeting
The Board of Directors of Christiani
& Nielsen (Thai) Public Company Limited has resolved and hereby given
notice that the Annual General Meeting of Shareholders No. 76 will be held on 30
April 2008 at
Agenda
Fact and Reason: The
attachment is a copy of the Minutes of the Annual General Meeting No. 75 held
on 10 April 2008, which was submitted to the Stock Exchange of Thailand within
Board’s Opinion: The
Minutes of the Annual General Meeting No. 75 held on 10 April 2008 should be
approved.
Agenda 2 To
acknowledge the Annual Report of the Board of Directors for the year 2008
Fact and Reason: The
Board of Director’s report and the operating results for the year 2008 are
presented in the Annual Report for the year 2008, which is made in compliance
with the Rules and Regulations of the Securities and Exchange Commission
Board’s Opinion: The
Annual Report of the Board of Directors for the year 2008 should be presented
to the shareholders for acknowledgement.
Agenda 3 To
consider and approve the Balance Sheet, Profit and Loss Statements and Auditor's
Report for the fiscal period ended 3
Fact and Reason: The
Company's financial statements were made in conformity with generally accepted
Board’s Opinion: The
Balance Sheet, Profit and Loss Statements and Auditor's Report for the fiscal
period ended 3
Agenda 4 To
consider and approve the appropriation of dividend payment and legal reserve
for the year 2008.
Fact and Reason: The
Company has a policy to pay dividend when the Company has profit and sufficient
cash flow unless there are any other crucial circumstances; the dividend
payment shall not impact the Company's operation significantly. According to
the Company's financial statements as of 3
Ref. MGT/AGM/09/006 Page 2 of
3
The Board of Directors also resolved
to allocate 3,358,405 Baht to legal reserve fully as indicated in the Company's
Articles of Association. The
comparisons of dividend payment in the previous years are shown the following
table.
|
Description |
Year 2008 |
Year 2007 |
Year 2006 |
|
1. Net profit (million Baht) |
67.168 |
77.653 |
51.547 |
|
2. Number of shares (million
shares) |
401.162 |
401.162 |
401.162 |
|
3. Dividend payment (Baht/share) |
0.08 |
0.10 |
0.05 |
|
4. Total amount of dividend
payment |
32.092 |
40.116 |
20.058 |
|
5. Percentage of dividend payment |
47.48 |
51.66 |
38.91 |
Board’s Opinion: The
Shareholders should approve the dividend payment of 0.08 Baht (Eight Satang)
per share and the closing of Company’s shareholders book for the right to
receive dividend payment on 11 May 2009.
The dividend payment is scheduled to be paid on 20 May 2009. To approve the allocation of 3,358,405
Baht to legal reserve, thereby the cumulative legal reserve shall be Baht 32,053,261
Baht.
Agenda 5 To
consider and approve the appointment of directors to replace the directors who
retired by rotation and approve the remuneration for directors.
5.
Fact and Reason: According
to the Article
Board’s Opinion: The
Company doesn't have a nomination committee for selecting the directors, the
Board of Directors then consider that the nomination of the retired directors
shall be proposed by the shareholders at the Annual General Meeting No. 76 with
the persons who are the most suitable and of benefit to the Company.
5.2 To
consider and approve the remuneration for Directors and Audit Committee
Fact and Reason: According
to the Public Limited Companies Act B.E. 2535 Section 90, listed companies are
not allowed to pay their directors any money or other kinds of asset except the
remuneration stated in the Company's Articles of Association. If the Company's Articles of Association
did not specify, the remuneration shall be approved by no less than two-third
of the votes of the shareholders presented at the shareholders meeting. In previous years the shareholders
meeting approved the remuneration for Directors and Audit Committee as follows.
Baht/Month/Person
|
Position |
Year 2008 |
Year 2007 |
Payment for |
|
|
40,000 |
40,000 |
Director Fee |
|
2. Chairman of Audit Committee |
60,000 |
60,000 |
Director Fee |
|
3. Audit Committee |
50,000 |
50,000 |
Director Fee |
|
4. Director |
20,000 |
20,000 |
Director Fee |
Ref. MGT/AGM/09/006 Page 3 of
3
Board’s Opinion: The
Board of Directors recommends that the remuneration for Directors and Audit
Committee be the same rate as of the year 2008.
Agenda 6 To
consider and approve the appointment of auditor for the year 2009 and determine
the remuneration of the auditor
Fact and Reason: According
to the Public Limited Companies Act B.E. 2535 Section
Board’s Opinion: In
conformity with the Public Limited Companies Act B.E. 2535, and the regulations
of the Securities and Exchange Commission (SEC), the Audit Committee
recommended to the Board of Directors three auditors selected by their past
performance, independence and remuneration. The Board of Directors has
considered the appointment of
1 Ms.
Kamontip Lertwitworatep, Certified Public Account No. 4377
Signed on Company’s financial
statement for one year since 2008
2. Mr.
Narong Puntawong, Certified Public Accountant No. 33
Never sign on Company’s financial
statements
3. Ms. Siraporn Ouaanunkun,
Certified Public Accountant No. 3844
Never sign on Company’s financial
statements
of Ernst and Young Office Limited as the Company’s auditor
for the year 2009 at an annual fee of Baht 2,060,000.00 excluding any other
expenses which are due to be paid. The following are the summary of the auditor's
remuneration comparing with the previous years.
|
|
Year 2009 (Proposed Fees) |
Year 2008 |
Year 2007 |
|
Audit Fee |
|
1,220,000 |
|
|
Review Fee |
840,000 |
840,000 |
750,000 |
|
Non Audit Fee |
- |
- |
- |
|
Total |
2,060,000 |
2,060,000 |
|
The
three proposed auditors for the year 2009 are not directors, employees or staff,
do not hold any position in the Company and also have no relationship or any related
matter with the Company, subsidiaries, management or major shareholders
including their relatives.
Agenda 7 Other
business (if any)
All shareholders are cordially invited
to attend the Meeting on the date and at the time and place as mentioned above. The Record Date for the right to attend
the Annual General Meeting No. 76 on 12 March 2009 and the share-registration
book closing date on 13 March 2009 for gathering
shareholder’s names under Section 225 of the Securities and Exchange Act.
If you wish to appoint a person to
attend and vote at the Meeting on your behalf, please complete and duly execute
the enclosed proxy (affixed with the 20 Baht duty stamp). The duly completed and executed proxy
must be deposited with the Chairman of the Meeting or the person designated by
him before the Meeting commences.
Yours sincerely,
Christiani & Nielsen (Thai)
Public Company Limited
(Mr. Danuch Yontararak)
Director and Company Secretary