News Detail
Date/Time
04 Apr 2018 20:09:00
Headline
Shareholders meeting's resolution
Symbol
MSC
Source
MSC
Full Detailed News
Shareholders meeting's resolution
Subject : Shareholders meeting's resolution
Shareholder's meeting date : 04-Apr-2018
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
SCO 25/2018
April 4, 2018
Subject : Report on resolutions of the Annual General Meeting No. 23/2018
To : Directors and Manager of the Stock Exchange of Thailand
Whereas Metro Systems Corporation Public Company Limited convened the Annual
General Meeting No. 23/2018 on April 4, 2018 from 10.00 A.M. to 11.40 A.M.
Therefore, the Company would like to report the
resolutions adopted at the said meeting as follows:
Agenda 1. To confirm the minutes of Annual General Meeting No. 22/2017
Resolution: Confirm the minutes of Annual General Meeting No. 22/2017 held on
April 5, 2017 by the votes as follows:
Approved 309,722,330 votes equivalent to 100%
Disapproved 0 votes equivalent to 0%
Abstained 0 votes equivalent to 0%
Invalid ballot 0 votes equivalent to 0%
Total 309,722,330 votes equivalent to 100%
Agenda 2. To acknowledge the Company's Operating Results for the year ending
December 31, 2017 and the Annual Report for 2017.
Resolution: Acknowledge the Company's Operating Results for the year ending
December 31, 2017 and the Annual Report for 2017.
Note : There was 4 additional shareholders attend to the meeting in
the amount of 38,665 shares. Therefore, the total shares was 309,760,995
shares.
Agenda 3. To approve the Statement of Financial Position and Statement of
Comprehensive Income for the fiscal period ended December 31, 2017.
Resolution: Approve the Statement of Financial Position and Statement of
Comprehensive Income for the fiscal period ended December 31, 2017 by the votes
as follows:
Approved 309,761,295 votes equivalent to 100%
Disapproved 0 votes equivalent to 0%
Abstained 0 votes equivalent to 0%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Note : There was an additional shareholder attend to the meeting in
the amount of 300 shares. Therefore, the total shares was 309,761,295 shares.
Agenda 4. To approve the profit allocation and declaration of a dividend
payment for the year 2017.
Resolution: Approve of the declaration of a dividend payment for the year 2017
to the Company's shareholders at the rate of THB 0.43 per share, totaling to THB
154,800,000 or equivalent to 70.66% of the Company's net profit which is
consistent with the dividend payment policy of the Company. However,
The Company has allocated net profits at least 10 (ten) percent of the
registered capital which is according to the law and the Company's rules. The
record date for determination of which shareholders are entitled to obtain
dividend is fixed on March 12, 2018. The payment of dividend will be made on
April 30, 2018. The votes of this agenda are as follows:
Approved 309,761,295 votes equivalent to 100%
Disapproved 0 votes equivalent to 0%
Abstained 0 votes equivalent to 0%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Agenda 5. To consider the election of directors in place of those retiring by
rotation.
Resolution: Approve the election of the directors who are retired by rotation,
Mr. Sunpitt Sethpornpong, Mr. Narong Charuvajana and Dr.Virach Aphimeteetamrong,
return to the directors of the Company for another term by the votes as
follows:
(1) Mr. Sunpitt Sethpornpong : Chairman
Approved 308,761,295 votes equivalent to 99.6772%
Disapproved 0 votes equivalent to 0%
Abstained 1,000,000 votes equivalent to 0.3228%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Mr. Sunpitt Sethpornpong, the interested person, abstained his vote.
(2) Mr. Narong Charuvajana : Director
Approved 293,049,964 votes equivalent to 94.6051%
Disapproved 0 votes equivalent to 0%
Abstained 16,711,311 votes equivalent to 5.3949%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Mr. Narong Charuvajana, the interested person, abstained his vote.
(3) Dr.Virach Aphimeteetamrong : Independent Director
Approved 309,760,295 votes equivalent to 99.9997%
Disapproved 1,000 votes equivalent to 0.0003%
Abstained 0 votes equivalent to 0%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Agenda 6. To consider fixing the remuneration of Directors, Audit Committee and
other committees for the year 2018.
Resolution: Approve of the remuneration of Directors and Audit Committee for
2018 including fixing the remuneration of Executive Committee and other
Committees. The details and votes are appeared as follows:
Board of Directors' Remuneration
The Annual Bonus of Board of Directors not over than 2,400,000 THB/year
Directors meeting amounting to 20,000 THB/person/meeting
Audit Committee Remuneration
For the Chairman of Audit Committee amounting to 130,000 THB/quarter
For each member of Audit Committee amounting to 90,000 THB/quarter
Remuneration of Executive Committee
For the Chairman amounting to
12,000 THB/meeting
For each member amounting to
12,000 THB/person/meeting
Remuneration of other committees
Committee/Sub-Committee Chairman each member
(per meeting) (per meeting)
Corporate Social Responsibility Committee 15,000 THB 10,000 THB
Corporate Governance Sub-Committee 15,000 THB 10,000 THB
Risk Management Sub-Committee 15,000 THB 10,000 THB
Nominating and Remuneration Sub-committee 15,000 THB 10,000 THB
The annual bonus of Board of Directors and the remuneration of Audit Committee,
Executive Committee and other Committees are equal to the previous year.
Nevertheless, the annual bonus of Board of Directors is allocated by themselves.
Mr. Sunpitt Sethpornpong, Mr. Narong Charuvajana, Mr.Tavit Charuvajana, Mr.
Suvij Suvaruchiphorn ,the shareholders who are the Directors and the interested
person, abstained their votes in this agenda.
Approved 276,312,616 votes equivalent to 89.2018%
Disapproved 0 votes equivalent to 0%
Abstained 33,448,679 votes equivalent to 10.7982%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Agenda 7. To consider the appointment of the Company's Auditor and fixing the
auditor's remuneration for the fiscal year 2018.
Resolution: Approve the appointment of Mr. Veerachai Ratanajaratkul C.P.A.
License No. 4323 and/or Ms. Marisa Tharathornbunpakul C.P.A. License No. 5752
and/or Ms. Patamavan Vadhanakul C.P.A. License No. 9832 from KPMG Phoomchai
Audit Limited for the third year as auditors of the Company for the fiscal year
2018 together with fixing the audit fee for the annual financial statement of
the Company in the amount of THB 1,550,000 and for three quarterly financial
statement is THB 450,000. Therefore, the total amount of the auditor's
remuneration for the year 2018 is THB 2,000,000 by the votes as follows:
Approved 309,761,295 votes equivalent to 100%
Disapproved 0 votes equivalent to 0%
Abstained 0 votes equivalent to 0%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
Agenda 8. To consider revising the Article of Association.
Resolution: Approve the revising of the Article of Association in category 5
regarding to shareholder's meeting, article 33 paragraph 2, to be consistent
with Public Limited Companies Act, B.E.2535 section 100 (revised edition). It is
accordance with Order of the Head of National Council for Peace and Order No
21/2017 on amendments of laws to facilitate the ease of doing business, article
9 by the votes as follows:
Approved 302,618,805 votes equivalent to 97.6942%
Disapproved 0 votes equivalent to 0%
Abstained 7,142,490 votes equivalent to 2.3058%
Invalid ballot 0 votes equivalent to 0%
Total 309,761,295 votes equivalent to 100%
The Company provides this information for your acknowledgment and dissemination
to the public and other investors.
Sincerely yours,
Metro Systems Corporation Public Company Limited
Sumateta Jitsiripol
(Miss Sumateta Jitsiripol)
Corporate Secretary
______________________________________________________________________
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