Attachment No.
Translation
Minutes of the Annual General
Meeting of Shareholders No. 76
of
Christiani & Nielsen (Thai)
Public Company Limited
Held on 30th
April 2009 at
Directors and Management Present
2. Mr. Pratip Wongnirund Chairman
of Audit Committee
3. Mr.
Vinai Vamvanij Audit
Committee
4. Mr.
Pamornsak Suracupt Audit
Committee
5. Mr. Somchai Jongsirilerd Director/
Managing
Director-Construction
6. Mr.
Danuch Yontararak Director
& Company Secretary/
Managing Director-Finance and Business Development
7. Ms. Wanaree Chinthaganant Director
8. Mr. Pree Buranasiri Advisory
to the Board of Directors
Directors Absent
1. Mr. Michael David Selby Director
2. Lt.
Gen. Chayuth Suwanamas Director
3. Mr.
Amnart Intrasuksri Director
Auditor Present
The Meeting
started at 10.30 a.m.
Preliminary
Mr. Santi Grachangnetara, the Chairman of the Board acted as
Chairman of the Meeting.
The Chairman welcomed all shareholders to the Meeting and stated
that this meeting was the Annual General Meeting of Shareholders No. 76. There were 28 shareholders present at
the Meeting in person and by proxy, holding shares in aggregate of 368,684,613
shares or equivalent to 91.90 percent of the paid-up shares, thus constituting
a quorum pursuant to the Articles of Association of the Company. Of the total,
a shareholder attending in person, holding shares of 19,000 shares, was present
at the meeting from Agenda item 5 onwards.
The Chairman
opened the Meeting and informed that the Meeting shall proceed according to the
Agenda in the Letter of Invitation to Annual General Meeting of Shareholders
No. 76. The Chairman also informed
about voting procedure that a Shareholder or a Proxy may cast a vote for
approval, disapproval or abstention on each Agenda item on the Ballot received
when registered and the Company's staff shall collect the votes for counting on
the basis of one share one vote.
If no one cast a vote for disapproval or abstention, the Agenda item was
then approved. In counting
the Votes, Disapprove and Abstain Votes shall be deducted from total Votes.
Proxy with specific details, the Company shall record the Votes for each Agenda
in the computer. For the
appointment of Directors, the Company's staff shall collect the Ballot and
count the vote from every shareholder attending the Meeting.
The Chairman asked the Meeting to consider the following
Agenda items:
Agenda
To certify the Minutes of the Annual General Meeting of
Shareholders No. 75 held on 10 April 2008
The Chairman asked the Meeting to consider and approve the Minutes
of the Annual General Meeting of Shareholders No. 75 held on 10 April
In page 14 of the Agenda item no. 6, the Chairman asked the
Meeting to amend the Proposed Year of the Auditor’s Fee which was incorrectly
printed as follows:
Proposed Year
|
(Unit : Baht) |
Y 2008 |
Y
2007 |
Y 2006 |
In page 15 of
the Agenda item no. 6, the Chairman asked the Meeting to amend the Resolution
of the Meeting as follows:
Approved 32 Votes No. of shares 315,650,124 Equivalent to 100%
The amendment
was to reflect the original of the Minutes which were prepare correctly and
would like to ask the Meeting to consider and approve the Minutes of the Annual
General Meeting of Shareholders No. 75 held on 10 April 2008.
After due consideration, the Meeting approved the Minutes
of the Annual General Meeting of Shareholders No. 75 with the following votes:
Approve 26 Votes No. of shares 368,620,088 Equivalent
to 99.99%
Disapprove - Votes No. of shares - Equivalent
to - %
Abstain 1 Votes No. of shares 45,525 Equivalent
to 0.01%
of the total votes of shareholders attending the meeting and
having the right to vote.
A shareholder commented that in the ballot, only the no. of
the Agenda was printed and suggested that for easy consideration, the Company
may provide the detail of each Agenda Item.
The Chairman acknowledged the comment and shall provide the
detail of each Agenda Item in the Ballot for easy consideration.
Agenda 2
To acknowledge the Annual Report of the Board of Directors
for the year 2008
The Chairman informed that the Annual Report for the year
2008 was sent together with the Invitation Letter and asked Mr. Danuch
Yontararak, Managing Director-Finance and Business Development, to report to
the Meeting. Mr. Danuch Yontararak reported the operating result for the year
2008, as summarized below:
The Operating Result for the Year 2008
The Net Profit of the Company was Baht 67,168,092. Total
Income was Baht 5,327,083,979. The
consolidated Net Profit was Baht 3,893,493 from Total Income of Baht
5,072,079,433. The operating result
for the years 2006-2008 was summarised as follows:
|
(Million Baht) |
Year 2006 |
Year 2007 |
Year 2008 |
|
Total Income |
4,867 |
6,339 |
5,072 |
|
Gross Margin |
2 |
255 |
280 |
|
Net Profit |
66 |
|
4 |
|
Shareholders’
Equity |
933 |
|
1,011 |
Construction
Income by Sectors Million
Baht Percentage
Private
Sector 4,608 91.9%
Government Office & State
Construction
Income by Type of Work Million
Baht Percentage
1. Factories,
Industrial 1,481 29.6%
2. Store, Warehouse 409 8.1%
3. Housing,
Low-rise Buildings 1,196 23.9%
4. High-rise
Buildings 1,468 29.3%
5. Civil,
Marine Works 455 9.1%
The Chairman asked the Meeting for questions and
comments.
There were no questions or comments. The Meeting unanimously
acknowledged the Board of Directors’ report for the year 2008.
Approve 27 Votes No. of shares 368,665,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent to - %
Abstain - Votes No. of shares
- Equivalent
to - %
of the total votes of shareholders attending the meeting and
having the right to vote.
Agenda 3
To consider and approve the Balance Sheet, Profit and Loss
Statements and Auditor's Report for the fiscal period ended 3
The Chairman asked the Meeting to consider the Company’s Audited
Financial Statements as of 3
The Chairman asked the Meeting for questions and
comments. The Meeting had no
questions. The Chairman then asked the Meeting to consider and approve the Balance
Sheet and Profit and Loss Statement for the year 2008 and the Auditor’s Report.
After due consideration, the Meeting unanimously approved
the Balance Sheet, Profit and Loss Statement and the Auditor’s Report for the
year 2008.
Approve 27 Votes No. of shares 368,665,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent to - %
Abstain - Votes No. of shares
- Equivalent
to - %
of the total votes of shareholders attending the meeting and
having the right to vote.
Agenda 4
To consider and approve the appropriation of dividend
payment and legal reserve for the year 2008.
The Chairman asked Mr. Danuch Yontararak, Managing Director-Finance
and Business Development, to report.
Mr. Danuch Yontararak reported to the Meeting that in year
2008 the Company had a net profit of Baht 67,168,092 and no deficit. According to the Company’s Articles of
Association No. 33, which was in accordance with Section
Mr. Danuch Yontararak proposed that the Meeting consider and
approve the appropriation of net profit as follows:
1. Allocation
of 5% of net profit of Baht 67,168,092 to legal reserve equivalent to Baht 3,358,405
in addition to the reserve of Baht 28,694,856. Thereby the total legal reserve
would be Baht 32,053,261.
2. Approval
of Dividend Payment of Baht 0.08 per share (Eight Stang), totaling Baht 32,092,935. The closing date of Company’s
shareholders book for the right to receive dividend payment was 11 May 2009. Payment was to be made on 20 May 2009. The balance of net profit was to be
transferred to Retained Earnings for Company’s Capital.
The Chairman asked the Meeting for questions and
comments.
There were no questions. The Chairman asked the Meeting to
consider and approve the allocation of net profit for legal reserve and dividend
payment.
After due consideration, the Meeting unanimously approved
the allocation of net profit for legal reserve and dividend payment and the
transfer of the balance to Retained Earnings for Company’s capital.
Approve 27 Votes No. of shares 368,665,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent to - %
Abstain - Votes No. of shares
- Equivalent
to - %
of the total votes of shareholders attending the meeting and
having the right to vote.
At the end of the Agenda item
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.
The Chairman informed the Meeting that according to the Company’s
Articles of Association, at every annual general meeting one-third of the
directors shall be retired; the directors who would retire by rotation in this
Meeting were:
2. Mr.
Pamornsak Suracupta Independent
Director/Audit Committee
3. Lt.
Gen. Chayuth Suwannamas Director
The Chairman asked the Meeting to nominate qualified persons
who would benefit the Company and were
not disqualificated under Section 68 of Public Limited Companies Act B.E.
2535, to replace the 3 Directors
who retired by rotation.
Ms. Thananya Lertpongsophon, a Proxy of a shareholder, CPB
Equity Co., Ltd., holding shares of 339,353,981 shares, nominated three directors
who were retired by otation in this Meeting to become a director for another
term.
The Chairman asked the Meeting to certify the nomination. Since
there were no objections, the Meeting certified the nomination. The Chairman asked the Meeting if any
shareholder would like to nominate other persons. There were no other nominations. The Chairman asked the meeting to
consider and approve the appointment of Directors.
After due consideration, the Meeting approved the
appointment of Directors as follows.
(1 ) The Meeting approved the appointment of Mr. Pratip Wongnirund, the retired Director, to become an Independent Director/Chairman of Audit Committee for another term with the following votes:
Approve 27 Votes No. of shares 368,041,756 Equivalent
to 99.83%
Disapprove - Votes No. of shares
- Equivalent
to - %
Abstain 1 Votes No. of shares 642,857 Equivalent
to 0.17%
of the total votes
of shareholders attending the meeting and having the right to vote.
(2) The Meeting unanimously approved the appointment of Mr. Pamornsak Suracupta, the retired Director, to become an Independent Director/Audit Committee for another term by an unanimous vote
Approve 28 Votes No. of shares 368,684,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent
to - %
Abstain - Votes No. of shares - Equivalent - %
of the total votes
of shareholders attending the meeting and having the right to vote.
(3) The Meeting unanimously approved the appointment of Lt. Gen. Chayuth Suwanamas, the retired Director, to be a Director for another term by an unanimous vote. Approve 28 Votes No. of shares 368,684,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent
to - %
Abstain - Votes No. of shares - Equivalent - %
of the total votes
of shareholders attending the meeting and having the right to vote.
5.2 To approve
the remuneration for directors.
The Chairman asked the Meeting to consider the remuneration
for Directors and Audit Committee at the same rate of the year 2008, namely:
Position Director’s
Fee per month
Chairman
of the Board
40,000.-
Chairman
of Audit Committee
60,000.-
Audit
Committee
50,000.-
Director
20,000.-
A Shareholder asked for the clarification of Directors’ Fee
since for some listed companies they were identified as Retention Fee, etc.?
The Chairman explained that remuneration for Directors may
be identified differently but for the Company the remuneration for directors
was called Directors’ Fee.
A shareholder suggested that the fee should be stated
clearly e.g. remuneration for each Board, Bonus etc.
The Chairman explained that Director’s fee was only paid to
the Chairman of the Board, Chairman of Audit Committee, Audit Committee and
Directors.
Mr. Pratip Wongnirund, Chairman of Audit Committee explained
further that any payment to Directors must be approved by the Shareholder’s
Meeting. Payment policies vary from company to company, e.g. monthly payment,
extra payment from net profit etc.
For the Company, payment was fixed to be paid monthly and called
“Director’s Fee”.
There were no further questions. The Chairman asked the Meeting to
consider and approve the proposed directors’ remuneration.
After due consideration, the Meeting approved the
remuneration for Directors with the following votes:
Approve 25 Votes No. of shares 366,870,328 Equivalent
to 99.51%
Disapprove - Votes No. of shares
- Equivalent
to - %
Abstain 3 Votes No. of shares 1,814,285 Equivalent
to 0.49%
of the total votes
of shareholders attending the meeting and having the right to vote.
Agenda 6
To consider and approve the appointment of auditors for year
2009 and determine their remuneration.
The Chairman asked Mr. Pratip Wongnirund, Chairman of Audit
Committee to report to the Meeting.
Mr. Pratip Wongnirund informed the Meeting that this year
the Audit Committee was considered and selected the Auditor by their past
performance, independence and remuneration and would like to propose the
appointment of Ms. Kamontip Lertwitworatep, Certified Public Account No. 4377
or Mr. Narong Puntawong, Certified Public Accountant No. 33
Proposed Fees
|
(Baht) |
Year 2009 |
Year 2008 |
Year 2007 |
|
|
The
Company Only |
|
|
|
|
|
Audit
Fee for the year |
1,070,000 |
|
950,000 |
|
|
Quarterly
review (3 Quarters) |
600,000 |
540,000 |
480,000 |
|
|
The
Consolidated |
|
|
|
|
|
Audit
Fee for the year |
150,000 |
220,000 |
200,000 |
|
|
Quarterly
review (3 Quarters) |
240,000 |
300,000 |
270,000 |
|
|
|
2,060,000 |
2,060,000 |
1,770,000 |
|
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.
A shareholder commented that Ernst & Young Office
Limited is well known and
would like to ask Ernst
& Young Office Limited to consider reducing the fee especially for the
current economic crisis.
The Chairman of the Audit Committee explained that,
considering the Company’s backlog as at year-end 2008 the Company’s operating
result should be in a good position.
However, the proposed Audit Fee is reasonable which is equal to last
year.
The Chairman also added that the Company was gradually
improving its efficiency in order to cope with the current economic
crisis.
There were no further questions. The Chairman of the Audit Committee
asked the Meeting to consider appointing Ms. Kamontip Lertwitworatep, Certified
Public Account No. 4377 or Mr. Narong Puntawong, Certified Public Accountant
No. 33
After due consideration, the Meeting unanimously
appointed Ms. Kamontip Lertwitworatep, Certified Public Account No. 4377 or
Mr. Narong Puntawong, Certified Public Accountant No. 33
Approve 28 Votes No. of shares 368,684,613 Equivalent
to 100%
Disapprove - Votes No. of shares
- Equivalent
to - %
Abstain - Votes No. of shares - Equivalent - %
of the total votes
of shareholders attending the meeting and having the right to vote.
Agenda 7
Other Business
A shareholder asked for the Company’s business plan to deal
with the current economic crisis and political conflict?
The Chairman explained that the Company had already
realized, and prepared ourselves for the economic crisis since last year by
analyzing our strong points, developing our Management, focusing on our core
business, controlling cost and expenses, emphasizing on our technical
abilities, quality control and to maintain our long time reputation. We are
avoiding participating in any bid that might have no gross site margin, which
is different from other companies that may be in need of cash flow and finally
achieve a loss. We have been gone
through this situation especially when the prices of material were uncertain.
With the expectation of lower construction activities, the Company will
emphasize on proper operation by increasing efficiency, control cost and
expenses and not being overly competitive.
A shareholder added that she has been a shareholder of the
Company for many years and still believes in its goodwill and logo. She also suggested the Company consider
to participate in mega projects in the year 2009.
The Chairman thanked her for the long support and explained
that the Company is following up on these mega projects and will participate if
we are qualified or there is any change to join with an alliance. This must be on the basis of exact estimating
and confidence that we can control the budget to maintain a positive
result. We are avoiding to bid in
any project that may be loss, especially in the current economic situation we
will try to do everything to maintain enough gross site margin to cover all
expenses and return to our shareholders.
A shareholder asked about the chance to participate in the
Purple-line sky train and the others?
Mr. Danuch Yontararak explained that there were 3 contracts
for the Purple-line Train. Contract
no. 1.
A shareholder asked for additional information regarding the
investment in
The Chairman explained that it was an investment in
Indochina Investment Limited for the purpose of investment overseas. The company is now dormant. Seven years ago, due to the unexpected
situation for investment overseas, the Company had to enter into the
rehabilitation plan. Presently, the
Management is trying to build up its strength by focusing on business in
A shareholder suggested the Company’s own development
project.
The Chairman explained that the Company used to participate
in overseas project development and was not successful thus being the reason
for the Company to enter in to the Rehabilitation Plan. However, the Company may
re-consider if we are ready since we are now enhancing the quality of our
personnel.
A shareholder added that the past investment was overseas,
if it is the project in
The Chairman said that if there was a change in the future,
the Company will carefully study.
However, we are now emphasizing on the Company’s efficiency and
personnel development to be ready for the future and thank you for the
suggestions.
The Chairman asked for questions and suggestions from the
Shareholders for the Meeting to consider. Since there were no other questions,
the Chairman thanked all shareholders for their support in all the Company’s
activities including this Meeting and the Meeting was closed at 11.30 hours.
- Signature -
Mr. Santi Grachangnetara
Chairman of the Meeting