Attachment No.
Translation
Minutes of the Annual General
Meeting of Shareholders No. 77
of
Christiani & Nielsen (Thai)
Public Company Limited
Time and
Held on 9th
April 2010 at 9.30 a.m. at the Company offices at
Directors Present
2. Mr. Pratip Wongnirund Chairman
of Audit Committee
3. Mr.
Vinai Vamvanij Audit
Committee
4. Mr.
Pamornsak Suracupt Audit
Committee
5. Mr. Staporn Phettongkam Independent
Director
6. Ms. Wanaree Chinthaganant Director
7. Mr.
Surasak Osathanugraha Director
& Company Secretary
Directors Absent
1. Mr. Michael David Selby Director
2. Lt.
Gen. Chayuth Suwanamas Director
3. Mr. Somchai Jongsirilerd Director/
Auditor Present
The Meeting
started at 9.30 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. 77. There were 29 shareholders present at
the Meeting in person and by proxy, holding shares in aggregate of 368,056,409
shares or equivalent to 91.75 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 900 shares, was present at the
meeting from Agenda item 6 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. 77. 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. 76 held on 30th April 2009
The Chairman asked the Meeting to consider and approve the Minutes
of the Annual General Meeting of Shareholders No. 77 held on 30 April 2009, a
copy of which was attached to the Invitation Letter to the shareholders, by
opening page by page starting from page 7 to page 16.
After due consideration, the Meeting approved the Minutes
of the Annual General Meeting of Shareholders No. 76 with the following votes:
Approve 28 Votes No. of shares 368,055,509 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 2
To acknowledge the Annual Report of the Board of Directors
for the year 2009
The Chairman informed that the Annual Report for the year
2009 was sent together with the Invitation Letter and asked Mr. Surasak
Osathanugraha, Director and Company Secretary, to report to the Meeting the
operating result for the year 2009, as summarized below:
The Operating Result for the Year 2009
The Net Profit of the Company was 159 Million Baht. Total
Income was 4,375 Million Baht. The
consolidated Net Profit was 153 Million Baht from Total Income of 4,376 Million
Baht. The operating result for the
years 2007-2008 was summarised as follows:
|
(Million Baht) |
Year 2007 |
Year 2008 |
Year 2009 |
|
Income from
Construction |
6,302 |
5,012 |
4,346 |
|
Total Income |
6,339 |
5,072 |
4,376 |
|
Gross Margin |
255 |
280 |
318 |
|
Percentage of
Gross Margin |
3.45% |
4.81% |
7.33% |
|
Net Profit |
117 |
4 |
153 |
|
Admin
Exp./Total Income (percentage) |
2.50% |
3.74% |
4.18% |
|
Total Assets |
3,301 |
3,338 |
3,123 |
|
Total
Liabilities |
2,283 |
2,327 |
1,993 |
|
Shareholders’
Equity |
1,018 |
1,011 |
1,131 |
|
Backlog |
5,574 |
6,256 |
3,389 |
Construction
Income by Sectors Million
Baht Percentage
Private
Sector 4,110 94.6%
Government Office & State
Construction
Income by Type of Work Million
Baht Percentage
1. Factories,
Industrial 1,731 39.8%
2. Store, Warehouse 581 13.4%
3. Housing,
Low-rise Buildings 1,044 24.0%
4. High-rise
Buildings 792 18.2%
5. Civil,
Marine Works 198 4.6%
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 2009.
Approve 28 Votes No. of shares 368,055,509 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 approval of 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 2009 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 2009.
Approve 28 Votes No. of shares 368,055,509 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 approval of the allocation of net profit for
dividend payment and legal reserve for the year 2009
The Chairman reported to the Meeting that in year 2009 the
Company had a net profit of Baht 159 Million Baht and no deficit. According to the Company’s Articles of
Association No. 33, which was in accordance with Section
The Chairman proposed that the Meeting consider and approve
the appropriation of net profit as follows:
4.1. Allocation
of net profit in the amount of Baht 8,066,736 to legal reserve in addition to
the reserve of Baht 32,053,261. Thereby the total legal reserve would be Baht 42,120,000
which is fully reserved in accordance to Section 116 of the Public Limited
Companies Act B.E. 2535.
4.2. Approval
of Dividend Payment of Baht 0.20 per share (Twenty Stang) equivalent to 50
percent of the net profit per share, to shareholders registered in the
Company’s shareholders book as of 22 April 2010. Total dividend payment is Baht
80,232,336 scheduled to be paid on 7 May 2010. The remaining amount of the net profit
shall be allocated to Unappropriated Retained Earnings.
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 28 Votes No. of shares 368,055,509 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 5
To consider
approval 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.
Staporn Phettongkam Independent
Director
3. Mr.
Michael David Selby Director
4. Miss
Wanaree Chintaganant Director
The Chairman informed the Meeting that the Board of
Directors had already considered that these directors are competent and benefit
to the Company and would like the Meeting to consider re-electing the four retired
directors to become a director for another term.
The Chairman asked the Meeting to certify the nomination and
if there were no objections, this shall be certified. 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. Vinai Vamvanich, the retired Director, to become an Independent Director/Audit Committee for another term with the following votes: Approve 27 Votes No. of shares 367,412,652 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.
Mr. Pratip Wongnirund, Chairman of Audit Committee added
that since Mr. Vinai Vamvanich is a Director and shareholder, he then abstain
this approval.
(2) The Meeting unanimously approved the appointment of Mr.Staporn Phettongkam, the retired Director, to become an Independent Director for another term by an unanimous vote Approve 28 Votes No. of shares 368,055,509 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.
(3) The Meeting unanimously approved the appointment of Mr. Michael David Selby, the retired Director, to become 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.
(4) The Meeting unanimously approved the appointment of Miss Wanaree Chintaganant, the retired Director, to become 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 for the year 2010 as follows:
5.2.1. The chairman of the board and
directors
5.2.1.1 The
chairman of the board receives remuneration of Baht 20,000 per month and
meeting allowance of Baht 60,000 per attendance.
5.2.1.2 Each
director receives remuneration of Baht
5.2.2 The chairman of audit
committee and audit committee
5.2.2.1 The
chairman of audit committee receives remuneration of Baht 30,000 per month,
meeting allowance of Baht 60,000 per attendance to the audit committee's
meeting and meeting allowance of Baht 30,000 to the board of directors'
meeting.
5.2.2.2 Each
member of the audit committee receives remuneration of Baht 25,000 per month,
meeting allowance of Baht 45,000 per attendance to the audit committee's
meeting and meeting allowance of Baht 30,000 to the board of directors'
meeting.
5.2.3 Bonus
The board of directors receives
annual bonus at the rate of 2.0 per cent of dividend payment, equal to Baht
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 remuneration,
meeting allowance and bonus of directors as proposed.
Mr. Pratip Wongnirund, Chairman of Audit Committee added
that he and Mr. Vinai Vamvanich are Directors and Shareholders, they abstained
this vote.
After due consideration, the Meeting approved the
remuneration for Directors with the following votes:
Approve 26 Votes No. of shares 366,769,795 Equivalent to 99.65 %
Disapprove - Votes No. of shares
- Equivalent to - %
Abstain 2 Votes No. of shares 1,285,714 Equivalent to 0.35 %
of the total votes
of shareholders attending the meeting and having the right to vote.
At the end of the Agenda item 5, a shareholder, holding 900
shares, was present at the meeting from Agenda item 6 onwards. The Meeting then constituted 29
shareholders present at the Meeting in person and by proxy, holding shares in
aggregate of 368,056,409 shares or equivalent to 91.75 percent of the
paid-up shares.
Agenda 6
To consider approval the appointment of auditors for year 2010
and determine their remuneration.
The Chairman asked Mr. Pratip Wongnirund, Chairman of Audit
Committee to report to the Meeting.
Mr. Pratip Wongnirund, the Chairman of Audit Committee, informed
the Meeting that according to the Public Limited Companies Act B.E. 2535
Section 120 a Company’s auditor and their remuneration shall be approved by the
shareholders’ meeting, and according to the Rules and Regulations of the
Securities and Exchange Commission Thailand (SEC), the Company’s auditor shall
be changed at least once every 5 years (auditor rotation). In conformity with the SEC’s regulation,
The board of Audit committee has recommended and the Board of Directors had
considered the appointment of either one of the following
1. Mrs.
Suvimol Krittayakiern, Certified Public Accountant No. 2982
(Never
sign on the Company’s financial statements)
2. Miss
Somjintana Pholhirunrat, Certified Public Accountant No. 5599
(Never
sign on the Company’s financial statements)
3. Mr.
Wisut Petpanitkul, Certified Public Accountant No. 7903
(Never
sign on the Company’s financial statements)
of Office of DIA International Auditing as the Company’s
auditor for the year 2010 at an annual fee of Baht 1,500,000 excluding any
other expenses which are due to be
|
(Baht) |
Year 2010 Proposed Year By DIA |
Year 2009 Ernst & Young |
Year 2008 Ernst & Young |
|
|
The
Company Only |
|
|
|
|
|
Audit
Fee for the year |
750,000 |
1,070,000 |
1,070,000 |
|
|
Quarterly
review (3 Quarters) |
540,000 |
600,000 |
600,000 |
|
|
The
Consolidated |
|
|
|
|
|
Audit
Fee for the year |
60,000 |
150,000 |
150,000 |
|
|
Quarterly
review (3 Quarters) |
150,000 |
240,000 |
240,000 |
|
|
|
1,500,000 |
2,060,000 |
2,060,000 |
|
The three proposed auditors for the
year 2010 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.
The Chairman asked the Meeting for questions and
comments. There were no
questions. The Chairman asked the
meeting to consider appointing the proposed auditors and fix their remuneration
as proposed.
After due consideration, the Meeting unanimously
appointed of Mrs, Suvimol Krittayakiern, Certified Public Accountant No.
2982 or Miss Somjintana
Pholhirunrat, Certified Public Accountant No. 5599 or Mr. Wisut Petpanitkul,
Certified Public Accountant No. 7903 of DIA International Auditing as the
statutory auditors of the Company for the year 2010 and fixed their
remuneration of Baht 1,500,000 excluding any other expenses which are due to be
paid.
Approve 29 Votes No. of shares 368,056,409 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
To consider approval of the amendment to Clause 3 of the
Company’s Memorandum of Association and expanding its objectives from 32
clauses to 45 clauses, adding 13 clauses to cover current and future business
operation
The Chairman informed the Meeting that in order to cover
current and future business operation, the management considered to amend
Clause 3 of the Company’s Memorandum of Association and expand its objectives
from 32 clauses to 45 clauses by adding 13 clauses. The Chairman also added that the
necessity for this amendment is to cover the additional requirements/criteria
for bidding in government’s projects not to amend the Company’s core business
objective. The additional clauses are
as follows:
(1) To
engage in the business of manufacturing and distribution of asphaltic concrete
and all petroleum products.
(2) To
engage in the business of manufacturing and distribution of ready-mixed
concrete and all concrete products.
(3) To
engage in the business of
quarrying, rock blasting and rock crushing.
(4) To
engage in the business of excavating, mining, pumping, transporting and selling sand, rock and soil
of all kinds.
(5) To
engage in the business of providing design, construction, installation, and
piping of supply water, raw water, sewage, drainage, gas, oil,
chemical, electrical conduit, fire hydrant and steam as well as all types of
piping systems for both above and below ground.
(6) To engage in the business of
providing, producing, designing, installing and rendering services to power plant of solar
systems, power
plant of biogas or power plant of any other natural energy.
(7) To
engage in the business of contractor of dam, embankment controlling water flow to protect bank erosion, all
types of piers and other buildings on the sea, river and canal.
(8) To
engage in the business of ice factories.
(9) To
engage in the business of collecting, transporting and disposing of refuse both by land and
by water together with cleaning sewers and drainage pipes and renting all kinds
of vehicles.
(10) To
engage in the business of general labour contractor or contractors supplying
labour, skilled craftsmen and all kinds of technicians.
(11) To
deal with government, government
office, departments, ministries to obtain the right, certificate of ownership,
license.
(12) To
set up branch offices or to appoint representatives both within the country
and overseas.
(13) To
engage in the business of worker training center and occupational skill
standard testing (with
permission from related government agencies)
The Chairman asked the Meeting for questions and comments.
There were no questions. The
Chairman asked the meeting to consider and approve the proposed amendment to
Clause 3 of the Company’s Memorandum of Association and expanding its
objectives as proposed.
After due consideration, the Meeting unanimously approved
the amendment to Clause 3 of the Company’s Memorandum of Association and
the expansion of Company’s objective as proposed with the following votes
Approve 29 Votes No. of shares 368,056,409 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 8
Other Businesses
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 10.15 hours.
- Signature -
Mr. Santi Grachangnetara
Chairman of the Meeting