Resolutions of the 2017 Annual General Meeting of Shareholders

Transcription

1 Resolutions of the 2017 Annual General Meeting of Shareholders Enclosure : Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Italian - Thai Development Public Company Limited (ITD) announced resolutions made by the 2017 Annual General Meeting of Shareholders held on April 27, 2017 at 1.35 p.m. at Watergate Ballroom on 6 th floor, Amari Watergate Hotel, Petchburi Road, Bangkok. 979 Shareholders attended the Meeting with 1,865,535,616 shares in aggregate which was equal to 35.33% of the total paid-up shares and thus constitutes quorum, the Meeting has resolved as follows; 1. To certify the Minutes of the 2016 Annual General Meeting of Shareholders. Be certified by majority votes of the total votes represented by the shareholders attending Approved 1,865,072,821 votes or 99.98% Disapproved 432,225 votes or 0.02% Abstained 30,570 votes. 2. To acknowledge the year 2016 operation result. 3. To approve the Company s Statements of Financial Position and Statements of Comprehensive Income for the year ended December 31, Approved 1,857,378,643 votes or 99.87% Disapproved 2,369,978 votes or 0.13% Abstained 5,786,995 votes. 4. To approve the allocation of partial profits in the amount of THB 4,100,000 as legal reserve and approve the dividend payment for the 2016 accounting period at THB per share and the payment would be paid on Friday 26 th May, Approved 1,864,443,826 votes or 99.96% Disapproved 836,025 votes or 0.04% Abstained 255,765 votes. 5. To approve the re-appointment of Mr. Premchai Karnasuta, Mr. Thoranis Karnasuta Directors and Mr. Tirapongse Pangsrivongse, Prof.Dr.Mingsarn Kaosa-ard Independent 1

2 Directors, who would be retired by rotation to be Directors and Independent Directors for another term. the Meeting and having the voting as follows: Mr. Premchai Karnasuta Approved 1,863,692,172 votes or 99.92% Disapproved 1,529,579 votes or 0.08% Abstained 313,865 votes. Mr. Thoranis Karnasuta Approved 1,722,621,447 votes or 92.37% Disapproved 142,382,291 votes or 7.63 % Abstained 531,878 votes. Mr. Tirapongse Pangsrivongse Approved 1,864,250,113 votes or 99.96% Disapproved 753,625 votes or 0.04% Abstained 531,878 votes. Prof. Dr. Mingsarn Kaosa-ard Approved 1,853,552,313 votes or % Disapproved 11,451,425 votes or 0.61% Abstained 531,878 votes. 6. To approve the re-appointment of Dr.Krisorn Jittorntrum, Audit Committee Chairman, Mr.William Lee Zentgraf and Prof.Dr.Mingsarn Kaosa-ard, Audit Committee Members, who would be retired by rotation to be the Audit Committee for another term. Approved 1,856,569,038 Votes or 99.55% Disapproved 8,369,700 Votes or 0.45% Abstained 596,878 Votes. 7.To approve the determination of the remuneration for the year 2017 of the Board of Directors, which is not more than Baht 6,550,000 per year and the remuneration for the year 2017 of the Audit Committee which is not more than Baht 1,400,000 per year, and the remuneration for the year 2017 of the Risk Management Committee is paid only in term of the meeting attendance allowance as follows: Chairman of Risk Management Committee is Baht 15,000 per time and of Vice Chairman and Risk Management Committee Members are Baht 10,000 per time and approve the ratification of the Board of Directors remuneration for the year 2016 that increased from the resolution of previous year. Be approved by not less than 66.67% of the total votes represented by the shareholders attending the Meeting as follows: Approved 1,863,907,951 votes or 99.91% 0.06% Abstained 540,878 votes or 0.03%. Disapproved 1,086,787 votes or 2

3 8. To approve the appointment Mr. Somckid Tiatragul, Certified Public Accountant (Thailand) No and/or Mr. Teerasak Chuasrisakul, Certified Public Accountant (Thailand) No and/or Ms. Kanyanat Sriratchatchaval, Certified Public Accountant (Thailand) No and/or Ms. Sansanee Poolsawat, Certified Public Accountant (Thailand) No and/or Mr.Narin Juramongkol, Certified Public Accountant (Thailand) No of Grant Thornton Limited to be the auditors for the accounting year ended December 31, 2017 and to determine the auditors remuneration at the amount of Baht 7,695,000 (Baht: Seven Million Six Hundred and Ninety- Five Thousand) for the year Approved 1,864,145,151 votes or 99.95% Disapproved 859,087 votes or 0.05% Abstained 531,378 votes. 9. To approve the amendment of the Company s objectives Clauses 36 as follows: (36) To operate business concerning design, installation, restoration, maintenance, training, distributing equipments and parts of telecommunications System, CCTV System, telephone cable, Cable TV., Optical Fiber Cables, Telecommunication antennas, TV antennas answering machines, intercoms and computers. Be approved by not less than 75% of the total votes represented by the shareholders attending the Meeting and having the voting rights as follows: Approved 1,864,395,513 Votes or 99.94% Disapproved 437,725 Votes or 0.02% Abstained 702,378 Votes or 0.04%. 10. To approve the amendment of Clause 3 of the Memorandum of Association in accordance with the amendment of the Company s objectives, as follow: Clause 3; the objectives of the Company consist of 60 clauses. Details are shown in Form Bor. Mor. Jor. 002 which is attached Be approved by not less than 75% of the total votes represented by the shareholders attending the Meeting and having the voting rights as follows : Approved 1,864,464,013 Votes or 99.94% Disapproved 443,225 Votes or 0.02% Abstained 628,378 Votes or 0.03%. 11. To approve the increase in the registered capital by THB 2,111,868, from the existing registered capital of THB 6,335,808,993, to THB 6,337,920,861 by issuing 2,111,868 newlyissued ordinary shares, at the par value of THB 1.00 per share, as well as approved the allocation of the newly-issued ordinary shares to accommodate the adjustment of the exercise price and exercise ratio of the Warrants to Purchase Ordinary Shares of Italian-Thai Development Public Company Limited, No.1 (ITD-W1) as a result of the Company s distribution of dividend at in excess of 90 percent of its net profit, after the deduction of accumulated losses, legal reserve, minority shareholders equity, and income tax, from the operational results under the Consolidated Financial Statements (which have been audited). 3

4 In this regard, the Company is not required to carry out the capital decrease before increasing its capital because all of the 1,055,968,145 shares which have not yet been sold are the shares issued for the exercise of rights under the Warrants (ITD-W1). In addition, the Board of Directors and/or its delegated person(s) shall be authorized to determine other details with regards to the allocation of the newly-issued ordinary shares, for example: (1) whether the allocation shall be made on one or more occasions, the offering period, offering price, payment of shares, and other conditions and details relating to the allocation; (2) to enter into negotiations, agreements, and execute relevant documentation and agreements relating to the allocation, and to undertake any act in connection with the allocation; and (3) to sign application forms for permission and evidence necessary for and relevant to the allocation, as well as to contact and to file an application for permission with the relevant government agencies or related agencies, as well as the listing of the newly-issued ordinary shares on the Stock Exchange of Thailand, and to undertake any other action necessary for the purposes of the allocation. Be approved by not less than 75% of the total votes represented by the shareholders attending the Meeting and having the voting rights as follows : Approved 1,863,920,562 Votes or 99.91% Disapproved 1,065,676 Votes or 0.06% Abstained 549,378 Votes or 0.03%. 12. To approve the amendment of Clause 4. of Memorandum of Association to be in accordance with the increase of registered capital, by replacing such clause with the following wording; Clause 4. Registered capital 6,337,920,861 Baht (six billion, three hundred thirty-seven million, nine hundred twenty thousand, eight hundred sixty-one baht) Divided into 6,337,920,861 shares (six billion, three hundred thirty-seven million, nine hundred twenty thousand, eight hundred sixty-one shares) Value per share 1 Baht (one baht) Categorized into: Ordinary shares Preference shares 6,337,920,861 shares (six billion, three hundred thirty-seven million, nine hundred twenty thousand, eight hundred sixty-one shares) shares ( ) In this regard, the person delegated by the Board of Directors to register the amendment of the Memorandum of Association at the Department of the Business Development, Ministry of Commerce, shall be authorized to amend the terms therein in accordance with the registrar s order. 4

5 Be approved by not less than 75% of the total votes represented by the shareholders attending the Meeting and having the voting rights as follows; Approved 1,864,328,713 Votes or 99.94% Disapproved 607,525 Votes or 0.03% Abstained 599,378 Votes or 0.03%. Please be informed accordingly. 5

6 F24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The 2017 Annual General Shareholders Meeting of Italian-Thai Development Public Company Limited held on April 27, 2017 resolved the meeting s resolutions in the following manners: Renewal for the term of audit committee: Chairman of the audit committee Member of the audit committee The renewal of which shall take an effect as of April 27, 2017 Determination/Change in the scope of duties and responsibilities of the audit committee with the following details: - Not Change The audit committee is consisted of: 1. Chairman of the audit committee Dr. Krisorn Jittorntrum remaining term in office 3 years 2. Member of the audit committee Mr.William Lee Zentgraf remaining term in office 3 years 3. Member of the audit committee Prof.Dr.Mingsarn Kaosa-ard remaining term in office 3 years Secretary of the audit committee Mr.Withit Ouaysinprasert The Audit committee Number 2 has adequate expertise and experience to review creditability of the financial statements. The audit committee of the Company has the scope of duties and responsibilities to the Board of Directors on the following matters: 1. To review the Company s financial reporting process to ensure that it is accurate and adequate. 2. To review the Company s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit. 3. To review the Company s compliance with the law on securities and exchange, the Exchange s regulations, and the laws relating to the Company s business. 4. To consider, select and nominate an independent person to be the Company s auditor, and to propose such person s remuneration, as well as to attend a non-management meeting with an auditor at least once a year.

7 5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange s regulations, and are reasonable and for the highest benefit of the Company. 6. To review the adequacy and effectiveness of all risk management processes, in consultation with both internal audit division and the external auditors. 7. To prepare, and to disclose in the Company s annual report, an audit committee s report which must be signed by the audit committee s chairman and consist of at least the following information: 7.1 an opinion on the accuracy, completeness and creditability of the Company s financial report, 7.2 an opinion on the adequacy of the Company s internal control system, 7.3 an opinion on the compliance with the law on securities and exchange, the Exchange s regulations, or the laws relating to the Company s business, 7.4 an opinion on the suitability of an auditor, 7.5 an opinion on the transactions that may lead to conflicts of interests, 7.6 the number of the audit committee meetings, and the attendance of such meetings by each committee member, 7.7 an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and 7.8 other transactions which, according to the audit committee s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company s board of directors; and 8. To perform any other act as assigned by the Company s board of directors, with the approval of the audit committee. The Company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signed Director (Mrs.Nijaporn Charanachitta) Signed Director (Mr.Pathai Chakornbundit)