05 เมษายน 2555

Resolutions of the 2012 Annual General Meeting of Shareholders Edit Approve 6,8

Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 05-Apr-2012 Meeting's resolution : Change from board's resolution Agenda that is not in line with Board's : Form It is suggested to ask the shareholders' meeting to approve 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 and as the Company's stake in JMT will be reduced from 99.99 per cent. to 81.25 per cent. Changed to It is suggested to ask the shareholders' meeting to approve That the capital increase of JMT through an offering of 45,000,000 new shares to the Company's existing shareholders based on their pre-emptive rights and as the Company's stake in JMT will be reduced from 99.99 per cent. to 90.00 per cent. The meeting considered and approved. - Approve 229,308,748 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % resolution Remark (Update) : IR 55/016 April 5, 2012 Subject : Resolutions of the 2012 Annual General Meeting of Shareholders Edit Approve 6,8 To : The President The Stock Exchange of Thailand Ref. Company's Letter No. IR 55/015 Enclosed Resolutions of the 2012 Annual General Meeting of Shareholders (Revised) Jay Mart Public Company Limited ("the Company") hereby would like the Resolutions of the 2012 Annual General Meeting of Shareholders Edit Approve 6, 8 as follows : (6 and 8) From : 6. To Approved the appointment of directors who must retire by rotation as follows. - Mr. Adisak Sukumvitaya Re-appoint position Director another term - Approve 149,181,402 vote(s) * representing 00.00 % - Disapprove - vote(s) representing - % - Abstain 78,267,146 vote(s) representing 0.00 % - Mr. Dej Bulsuk Re-appoint position Audit Committee (Independent Director) another term - Approve 227,098,548 vote(s) * representing 00.00 % - Disapprove - vote(s) representing - % - Abstain 450,000 vote(s) representing 0.00 % - Mr. Suwit Kingkaew Re-appoint position Audit Committee (Independent Director) another term - Approve 227,358,548 vote(s) * representing 00.00 % - Disapprove - vote(s) representing - % - Abstain 190,000 vote(s) representing 0.00 % Changed to : 6. To Approved the appointment of directors who must retire by rotation as follows. - Mr. Adisak Sukumvitaya Re-appoint position Director another term - Approve 149,181,402 vote(s) * representing 65.60 % - Disapprove - vote(s) representing - % - Abstain 78,267,146 vote(s) representing 34.40 % - Mr. Dej Bulsuk Re-appoint position Audit Committee (Independent Director) another term - Approve 227,098,548 vote(s) * representing 99.80 % - Disapprove - vote(s) representing - % - Abstain 450,000 vote(s) representing 0.20 % - Mr. Suwit Kingkaew Re-appoint position Audit Committee (Independent Director) another term - Approve 227,358,548 vote(s) * representing 99.92 % - Disapprove - vote(s) representing - % - Abstain 190,000 vote(s) representing 0.08 % From : 8. To approve the appointment of auditors, and to determine their remuneration. Changed to : 8. To approve the appointment of auditors, and to determine their remuneration and 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. And we have attached the revised information herewith Sincerely yours, ( Miss Ladda Waruntarakul ) Secretary of the Company IR 55/015 April 5, 2012 Subject : Resolutions of the 2012 Annual General Meeting of Shareholders (Revised) To : The President The Stock Exchange of Thailand According to Jay Mart Public Company Limited have agreed to call an of the 2012 Annual General Meeting of Shareholders, which will be held on 5 April 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 Chairman announced the opening of the meeting at 14.00 hours, there were 79 shareholders and proxies attending the meeting, representing the total amount of 225,938,648 shares, or 75.31 percent of the total shares of 300,000,000 shares. The resolutions are as follows; 1. To certify the Minutes of the Annual General Shareholders' Meeting for year 2011, held on February 8, 2011 - Approve 226,126,148 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 2. To approve the 2011 Annual Report and the Board of Directors' Report on 2011 Operational Results - Approve 226,161,148 vote(s) * representing 100 % - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 3. To approve the Balance Sheet, Statements of Comprehensive for the year ended December 31, 2011 and Auditor's Report . - Approve 226,181,148 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 4. To approve the dividend payment for the operations of 2011 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 dividend payment date is on April 27, 2012. - Approve 226,183,648 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 5. To approve the determination of directors' remuneration for the year 2012 as follows: 5.1 Directors' Remuneration Chairman of the Board Baht 45,000 / month Vice-Chairman of the Board Baht 40,000 / month Directors Baht 25,000 / month 5.2 The Audit Committees' Remuneration Chairman of the Audit Committee Baht 45,000 / month Audit Committee Baht 25,000 / month - Approve 226,490,248 vote(s) * representing 100 % - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 6. To Approved the appointment of directors who must retire by rotation as follows. - Mr. Adisak Sukumvitaya Re-appoint position Director another term - Approve 149,181,402 vote(s) * representing 65.60 % - Disapprove - vote(s) representing - % - Abstain 78,267,146 vote(s) representing 34.40 % - Mr. Dej Bulsuk Re-appoint position Audit Committee (Independent Director) another term - Approve 227,098,548 vote(s) * representing 99.80 % - Disapprove - vote(s) representing - % - Abstain 450,000 vote(s) representing 0.20 % - Mr. Suwit Kingkaew Re-appoint position Audit Committee (Independent Director) another term - Approve 227,358,548 vote(s) * representing 99.92 % - Disapprove - vote(s) representing - % - Abstain 190,000 vote(s) representing 0.08 % 7. To approve the appointment of auditors from Grant Thornton Co., Ltd. as the Company's auditors for the year 2012 as follows: Mr. Kosol Yaemleemul (Certified Public Accountant No. 4575) or Mrs. Sumalee Chokdeeanan (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. - Approve 227,548,548 vote(s) * representing 100 % - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 8. To approve the appointment of auditors, and to determine their remuneration and 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. - Approve 228,292,048 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 9. To approve That the capital increase of JMT through an offering of 45,000,000 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 90.00 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. - Approve 229,308,748 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % Remark * During the meeting, there were additional shareholders and proxies attending the meeting, there were more than the number of share at the beginning of the meeting. (**) Due to the votes on this agenda must have to be approved by the resolution of the meeting of shareholders to approve the said transaction by the votes of not less than 3/4 of the total number of votes of the shareholders attending the meeting and having the right to vote which excluding the shareholder who are stakeholders. Therefore, the Meeting unanimously approved the transaction of assets acquisition. *** The shareholders and proxies who are stakeholders has no right to vote Please be informed accordingly Sincerely yours, ( Miss Ladda Waruntarakul ) Secretary of the Company ______________________________________________________________________ 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 company or issuer who made this announcement.