Resolutions of BOD ; Call AGM, Payment Dividend

Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2012 Meeting date : 05-Apr-2012 Beginning time of meeting (h:mm) : 14 : 00 Record date for the right to attend the : 14-Mar-2012 meeting Book closing date for collecting holders : 15-Mar-2012 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 12-Mar-2012 Significant agenda item : - Dividend payment - 1. To consider and approve the appointment of auditors, and to determine their remuneration. 2. To consider and approve the listing of JMT Network Services Company Limited on the Stock Exchange of Thailand. The Record Date on which the shareholders have the right to attend and vote in the company's 2011 Annual General Meeting of Shareholders will be held on 14 March 2012, and the share registration book closing date for gathering shareholders' name under the Article 225 of the Securities and Exchange Act B.E. 2535 will be held on 15 March 2012. Venue of the meeting : at 14.00 hours at the head office of the Company, No. 9/121-3,126-7 UM Tower, Meeting Room 12th floor, Ramkamheang Road, Suanluang, Bangkok 10250. Remark : IR55/005 28 February 2012 Subject: Notification of the Resolutions of the Board of Directors' Meeting No. 4/2012 To: The President The Stock Exchange of Thailand Jay Mart Public Company Limited ("the Company") hereby would like to inform the resolution of the Board of Directors' Meeting No. 4/2012 held on February 28, 2012. The resolutions are as follows: 1. Certified the Minutes of the Board of Directors' Meeting No. 3/2012 was held on February 10, 2012. 2. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and certify the report on the minutes of the Annual General Meeting of Shareholders for the year 2011 which held on February 8, 2011 3. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the 2011 Annual Report and the Board of Directors' Report on 2011 Operational Results 4. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the Balance Sheet, comprehensive Statement for the year ended December 31, 2011 and Auditor's Report 5. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the dividend payment for the operations of 2011 (After the appropriation of profit as legal reserve in the amount of Baht 12 million) at the rate of 0.40 Baht per share to Shareholders, which the interim dividend was paid on September 5, 2011 at the rate of 0.16 Baht per share. Thus, the remaining dividend for the second-half-year operations of 2011 will be paid at the rate of 0.24 Baht per share. The Company had determined the date to list shareholders who are entitled to receive dividend on March 14, 2012, and list shareholders' name according to Section 225 of the Securities and Exchange by closing the shareholders' registration book on March 15, 2012. The dividend payment date is on April 27, 2012. The right to receive dividend is still uncertain as it is subjected to the Shareholders' Meeting approval. 6. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the election of directors who are due to retire by rotation to be the directors of the Company for another term, and election of new directors in replacement of directors who are resigned from the Board, and determination of the 2012 directors' remuneration as follows; 6.1 Directors who are due to retire by rotation are as follows: - Mr. Adisak Sukumvitaya Director - Mr. Dej Bulsuk Auditor Committee (Independent Director) - Mr. Suwit Kingkaew Auditor Committee (Independent Director) At the Meeting has resolved to propose the appointment of directors who are due to retire by rotation to be the directors of the Company for another term as follows: - Mr. Adisak Sukumvitaya Director - Mr. Dej Bulsuk Auditor Committee (Independent Director) - Mr. Suwit Kingkaew Auditor Committee (Independent Director) 6.2 The Board of Directors has resolved appropriate to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the determination of the 2012 directors' remuneration in the amount of Baht 5,000,000 (Baht 5.0 million) equal to the directors' remuneration for the year 2011. The directors' remuneration as follows: The Board of Directors Monthly Remuneration as follows; Chairman of the Board 45,000 Baht Vice chairman of the Board 40,000 Baht Director 25,000 Baht The Audit Committee Monthly Remuneration as follows; Chairman of Audit Committee 45,000 Baht Audit Committee 25,000 Baht 7. Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the appointment of auditors from Grant Thornton Co., Ltd. as the Company's auditors for the year 2012 as follows: 1. Mr. Kosol Yaemleemul (Certified Public Accountant No. 4575) or 2. Mrs. Sumalee Chokedeeanant (Certified Public Accountant No. 3322) Any of the above auditors shall act as the Company's auditors for the year 2012, can conduct the audit and express an opinion on the Company's Financial Statements. In addition, the Board of Directors approved the annual audit fee and the quarterly review fee of the Company in the amount of Baht 1,540,000, excluding the audit fee and the quarterly review fee of its subsidiaries in the amount of Baht 670,000. Therefore, the total amount of audit fee for the year 2012 is approximately Baht 2,210,000. 8. That (i) the SET listing of JMT Network Services Company Limited (JMT), a subsidiary in which 99.99% of the total registered capital is now held by the Company, and (ii) a capital increase of JMT by issuing 75 million new shares to the public by an initial public offering (IPO) and to the Company's shareholders based on their pre-emptive rights, be approved. The capital increase of JMT will cause the Company's equity in JMT to be reduced, which is within the definition of a disposal of assets by a listed company in accordance with the Notification of the Capital Market Supervisory Board No. Thor Chor 20/2551 Re: Rules for entering into a substantial transaction classified as an acquisition or disposal of assets, dated 31 August 2008, as amended, and the Notification of the Stock Exchange of Thailand Board Re: Disclosure of information and required practice for listed companies relating to the acquisition or disposal of assets, dated 29 October 2004 (collectively called the Notifications on the Acquisition or Disposal of Assets). The value of the transaction is lower than 15 per cent. Therefore, the Company has no obligation to report and disclose the transaction to its shareholders or to seek approval from them. However, the Company expects to propose that its shareholders' meeting consider and approve the SET listing of JMT and the capital increase of JMT which will be conducted through the IPO and the share offering to the Company's shareholders based on their pre-emptive rights. 9. That the capital increase of JMT through an offering of 18,750,000 new shares to the Company's existing shareholders based on their pre-emptive rights at the same price and time as the IPO to be conducted by JMT, be approved. This offering enables the Company's shareholders to invest in JMT and will mitigate a dilution effect on the Company's shareholders as the Company's stake in JMT will be reduced from 99.99 per cent. to 81.25 per cent. of the registered capital of JMT (determined from the IPO of JMT only) or to 75 per cent. of the registered capital of JMT (determined from the IPO and the offering to the Company's shareholders). The Company's board of directors or any person designated by it is authorised to determine the following: (i) the subscription ratio for which the shareholders are eligible with respect to JMT's new ordinary shares, (ii) the record date for determining the Company's shareholders entitled to the allocation of those shares, (iii) the book closing date for collecting a list of eligible shareholders under section 225 of the Securities and Exchange Act, and (iv) all other conditions and details relating to JMT's share offering to the Company's shareholders. The Company's board of directors or its designated person is also empowered to do all other acts and things to ensure the completion of the allocation of JMT's new ordinary shares to the Company's shareholders. 10. Approved to call the 2011 Annual General Shareholders' Meeting which will be held on April 5, 2012 at 14.00 hours at the head office of the Company, No. 9/121-3,126-7 UM Tower, Meeting Room 12th floor, Ramkamheang Road, Suanluang, Bangkok 10250. The agenda are as follows; Agenda1 To consider and certify the Minutes of the Annual General Meeting of Shareholders for the year 2011 Agenda 2 To consider and approve the 2011 Annual Report and the Board of Directors' Report on 2011 Operational Results Agenda 3 To consider and approve the Balance Sheet, comprehensive Statement for the year ended December 31, 2011 and Auditor's Report Agenda 4 To consider and approve the dividend payment Agenda 5 To consider and determine the director's remuneration for the year 2012 Agenda 6 To consider and approve the election of Directors in place of those retiring by rotation Agenda 7 To consider and approve the appointment of auditor and fix the auditor's remuneration for the year 2012 Agenda 8 To consider and approve the appointment of auditors, and to determine their remuneration. Agenda 9 To consider and approve the listing of JMT Network Services Company Limited on the Stock Exchange of Thailand. Agenda 10 To consider other matters (if any) The Record Date on which the shareholders have the right to attend and vote in the Company's 2011 Annual General Meeting of Shareholders will be held on 14 March 2012, and the share registration book closing date for gathering shareholders' name under the Article 225 of the Securities and Exchange Act B.E. 2535 will be held on 15 March 2012. Please be informed accordingly The Company hopes that the aforementioned information will be useful for general investors. Yours faithfully (Miss Ladda Waruntarakul) The Company's secretary ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 28-Feb-2012 Type of dividend payment : Cash dividend payment Record date for the right to receive : 14-Mar-2012 dividends Book closing date for collecting : 15-Mar-2012 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 12-Mar-2012 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.24 Par value (baht) : 1.00 Payment date : 27-Apr-2012 Paid from : Operating period from 01-Jul-2011 to 31-Dec-2011 Remark : Resolved to propose to the 2012 Annual General Meeting of Shareholders to consider and approve the dividend payment for the operations of 2011 (After the appropriation of profit as legal reserve in the amount of Baht 12 million) at the rate of 0.40 Baht per share to Shareholders, which the interim dividend was paid on September 5, 2011 at the rate of 0.16 Baht per share. Thus, the remaining dividend for the second-half-year operations of 2011 will be paid at the rate of 0.24 Baht per share. The Company had determined the date to list shareholders who are entitled to receive dividend on March 14, 2012, and list shareholders' name according to Section 225 of the Securities and Exchange by closing the shareholders' registration book on March 15, 2012. The dividend payment date is on April 27, 2012. ______________________________________________________________________ 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. 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