The Stock Exchange of Thailand

Date/Time

23 Jun 2020 18:05:00

Headline

Shareholders meeting's resolution

Symbol

JTS

Source

JTS

Full Detailed News

Shareholders meeting's resolution

Subject : Shareholders meeting's resolution
Shareholder's meeting date : 23-Jun-2020
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
[TRANSLATION]

Our Ref. JTS/CS-009/2563

June 23, 2020

Subject Report on the 2020 AGM resolutions
To The President of the Stock Exchange of Thailand

Jasmine Telecom Systems Public Company Limited (the "Company") would like to
report the resolutions made at the 2020 Annual General Meeting of Shareholders
(the "2020 AGM") held on
June 23, 2020 as detailed below:-

1. The Meeting has certified the Minutes of the 2019 Annual General Meeting of
Shareholders, held on April 25, 2019. Details of the vote are as follows:-

The number of shares of the shareholders, attending the Meeting and casting the
votes on this agenda item, was 601,336,752 shares. There was no shareholder
without the voting right on this agenda item. There was no voided ballot. The
Meeting resolutions are as follows:-
Resolution Number of shares % of total shares of the shareholders, attending the
Meeting and casting the votes, excluding voided ballots
Agreed 601,308,700 99.9953
Disagreed 28,052 0.0047
Abstained 0 N/A
Voided ballot 0 -

2. The Meeting has acknowledged the Company's operating result for the year
2019.

3. The Meeting has approved the Company's financial statements, ended December
31, 2019. Details of the vote are as follows:-

The number of shares of the shareholders, attending the Meeting and casting the
votes on this agenda item, was 601,366,952 shares. There was no shareholder
without the voting right on this agenda item. There was no voided ballot. The
Meeting resolutions are as follows:-
Resolution Number of shares % of total shares of the shareholders, attending the
Meeting and casting the votes, excluding voided ballots
Agreed 601,338,900 99.9953
Disagreed 28,052 0.0047
Abstained 0 N/A
Voided ballot 0 -

4. The Meeting has approved the allocation of the net profit as legal reserve
and the dividend payment from the operating result for the year 2019 as detailed
below:-

4.1 Not allocating the net profit as legal reserve as the Company's current
legal reserve has reached the minimum amount required by law (10% of the
registered capital) ; this is in compliance with Article 116 of the Public
Limited Company Act, B.E. 2535 and the Company's Article of Association. At
present, the Company's accumulated legal reserve is totally Baht 70,645,730.
4.2 Omitting dividend payment from the operating result for the year 2019 due to
operating loss.
Details of the vote are as follows:-

5. The Meeting has approved the appointment of one of the following auditors
from EY Office Limited to be the auditor of the Company for the year 2020:-

1. Mrs. Chonlaros Suntiasvaraporn Certified Public Accountant Registration
No. 4523
2. Mr. Vatcharin Pasarapongun Certified Public Accountant Registration No. 6660
3. Mr. Supachai Phanyawattano Certified Public Accountant Registration No. 3930

However, in the event that those auditors are unable to perform their duties, EY
Office Limited is authorized to assign another of its auditors to perform the
audit and state the opinions on the Company's financial statements in their
place.

The Meeting has also approved fixing the audit fee for the year 2020 at the
amount of not exceeding Baht 1,370,000; excluding other expenses. Details of the
vote are as follows:-

The number of shares of the shareholders, attending the Meeting and casting the
votes on this agenda item, was 601,366,952 shares. There was no shareholder
without the voting right on this agenda item. There was no voided ballot. The
Meeting resolutions are as follows:-
Resolution Number of shares % of total shares of the shareholders, attending the
Meeting and casting the votes, excluding voided ballots
Agreed 599,337,611 99.6625
Disagreed 2,029,341 0.3375
Abstained 0 N/A
Voided ballot 0 -

6. The Meeting has approved the election of directors to replace those who
retired by rotation and the directors' remuneration for the year 2020 as
follows:-

6.1 The Meeting has approved electing the 3 directors whose tenure has ended,
namely
Mr. Pleumjai Sinarkorn, Mrs. Nonglug Pongsrihadulchai and Ms. Chaovana
Viwatpanachati to directorship for another term. Details of the vote are as
follows:-

The number of shares of the shareholders, attending the Meeting and casting the
votes on this agenda item, was 601,366,952 shares. There was no shareholder
without the voting right on this agenda item. There was no voided ballot. The
Meeting resolutions are as follows:-
Director's Name/Position Agreed Disagreed Abstained Voided ballot
Shares % Shares % Shares % Shares
1. Mr. Pleumjai Sinarkorn 601,333,400 99.9944 33,552 0.0056 0 N/A 0
Director
2. Mrs. Nonglug Pongsrihadulchai 599,333,400 99.6618 2,033,552 0.3382 0 N/A 0
Director
3. Ms. Chaovana Viwatpanachati 601,333,400 99.9944 33,552 0.0056 0 N/A 0
Independent Director and
Audit Committee

6.2 The Meeting has approved fixing the remuneration according to the positions
and the gratuities for the Board of Directors and the subcommittees of the
Company for the year 2020, at the amount of not exceeding Baht 4,000,000.
Details of the vote are as follows:-

The number of shares of the shareholders, attending the Meeting on this agenda
item, was 601,366,952 shares. There was no shareholder without the voting right
on this agenda item. There was no voided ballot. The Meeting resolutions are as
follows:-
Resolution Number of shares % of total shares of the shareholders, attending the
Meeting, excluding
voided ballots
Agreed 599,283,000 99.6534
Disagreed 2,033,552 0.3382
Abstained 50,400 0.0084
Voided ballot 0 -

7. The Meeting has approved an addition of the Company's objective and an
amendment to Clause 3 (Objective) of the Memorandum of Association of the
Company. Details of the vote are as follows:-

The number of shares of the shareholders, attending the Meeting and being
eligible to cast the vote on this agenda item, was 601,366,952 shares. There was
no shareholder without the voting right on this agenda item. There was no
voided ballot. The Meeting resolutions are as follows:-

Resolution Number of shares % of total shares of the shareholders, attending the
Meeting and being eligible to cast the vote, excluding voided ballots
Agreed 601,338,900 99.9953
Disagreed 0 0
Abstained 28,052 0.0047
Voided ballot 0 -

Please be informed accordingly.

Sincerely yours,
Jasmine Telecom Systems Public Company Limited.

[Pleumjai Sinarkorn]
(Mr. Pleumjai Sinarkorn)
Chairman of the Board of Directors
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
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