22 กุมภาพันธ์ 2556
The notification on the Board of Directors' Resolution/AGM/Deviden No. 2/2013(Edit Template)
Meeting schedule of securities holders
Subject : Schedule of Annual General Meeting of
Shareholders
Date of Board resolution : 21-Feb-2013
Meeting date : 10-Apr-2013
Beginning time of meeting (h:mm) : 09 : 00
Record date for the right to attend the : 07-Mar-2013
meeting (Update)
Book closing date for collecting holders : 08-Mar-2013
names under Section 225 of the
Securities and Exchange Act (Update)
Ex-meeting date (Update) : 05-Mar-2013
Significant agenda item :
- Dividend payment
Venue of the meeting : 325/8 Fl.2 JMART Building,
Ramkhamhaeng Rd. Saphansoong, Bangkok
Remark :
IR 56/005
February 21, 2013
Subject: The notification on the Board of Directors' Resolution No. 2/2013
To: The President
The Stock Exchange of Thailand
According to the Board of Directors of JAYMART PLC Meeting No.2/2013 February
21, 2013. We would like to notify the important results as follows:
1. Resolved to propose to the General Meeting of Shareholders 2013 to approve
the Annual Report
2013 and Annual Report of the Board of Directors to propose to the general
meeting of the company's results of operations in recent years.
2. Resolved to propose to the Annual General Meeting of Shareholders 2013 to
approve the
financial statement, statement of comprehensive income year ended 31 December
2012 and the auditor's report.
3. The Board of Directors has a resolution of the approval of the dividend
payment for the operating results of 2012 in the form of cash at Baht 0.56 per
share to the Annual General Meeting of Shareholders for approval. The dividend
was paid at Baht 0.22 per share as the interim dividend on September 2012 which
led to the remaining of the dividend for the second half operating results of
2012 at Baht 0.34 per share. The dividend is paid for the existing shareholders
of the common stocks and the shareholders of convertible securities to common
stocks with the amount of not exceeding than 416,816,490 shares, accounting for
the total dividend of not exceeding than Baht 141,717,607
The record date for the right to receive the dividend is on April 19,2013 and
the book closing date for collecting shareholders' names under Section 225 of
the Securities and Exchange Act B.E. 2535 is on April 22, 2013 and the dividend
payment date is on May 3, 2013
Nevertheless, the above dividend payment still uncertain. It has to depend on
the resolution of the shareholders AGM.
4. The Board has resolved to propose to the Annual General Meeting of
Shareholders 2013 to consider and approve the directors' remuneration for the
year 2013 in the amount not exceeding Baht 5,000,000. And the board of
directors' remuneration will be paid as follows.
Board of Directors. To be paid as follows.
Remuneration / person / Month
Chairman Baht 45,000
Deputy-Chairman Baht 40,000
Directors Baht 25,000
Audit Committee To be paid as follows.
Remuneration / person / Month
Committee Chairman Baht 45,000
Audit committees Baht 25,000
5. Resolved to propose to the General Meeting of Shareholders 2013 to consider
and approve the re-appoint the expiring directors for directorship for another
term as follow;
The expiring directors as follow;
- Miss Yuvadee Pong-Acha
- Mr. Pracha Tansaenee
The board agree to re-appoint the expiring directors for directorship for
another term as follow;
- Miss Yuvadee Pong-Acha
- Mr. Pracha Tansaenee
6. The board has resolved to propose to the Annual General Meeting of the
Shareholders 2013 to consider and appoint auditors from Grant Thornton as the
corporate auditors in the year 2013 as follow;
1. MRS. Sumalee Chokdeeanant Certified Public Accountant (Thailand) No.
3322 or
2. Mr. Somckid Tiatragul Certified Public Accountant (Thailand) No.
2785 or
3. Mr. Teerasak Chuasrisakul Certified Public Accountant (Thailand)
No. 6624
The above corporate auditors, for the year 2013, have to review and comment
on the financial statements of the Company.
In addition, the Board of Directors has approved a quarterly audit and proof
fee for Baht 1,500,000 (Excluding the cost of quarterly audit and proof fee of
the subsidiary in the amount of Baht 1,250,000) The total audit compensation for
the year 2013 is Baht 2,750,000
7. Resolved to propose to the shareholders approval to consider an approval of
the right to attend the Annual General Meeting 1/2556 of JMT Network Services
Public Company Limited in order to vote for the approval of the consideration of
financial amount for the purchase of the Non-Performing Loan (NPL) which is the
acquisition of the asset following the announcement of the Capital Market
Supervisory Board Tor Jor 20/2551, stipulating that the matter shall not be
asked for another approval from the shareholders' meeting when the financial
amount is less than Baht 700 million per year for the year 2013. The Board of
Director is assigned to consider the debt purchasing. However, when the
financial amount for the debt purchasing is not exceeding Baht 100 million per
time, the Executive Board has the power to consider the debt purchasing and vote
for the approval of other agendas of the aforementioned meeting.
8. The Board resolved to call for the Annual General Meeting of the Shareholders
2013 on Wednesday , April 10, 2013 at 9.00 A.M. at the company's headquarters
at 325/8 Fl. 2 JMART Building, Ramkhamhaeng Rd. Saphan soong, Bangkok. The
meeting Agendas are as follows:
Issue 1 To consider and approve the Annual report 2012 and the report of the
Board of Directors to propose to the meeting about the result of operations of
the company during the past year.
Issue 2 To acknowledge and approve Balance Sheet, Statements of comprehensive
income for the year ended December 31, 2012 and report to the Auditor.
Issue 3 To acknowledge and approve dividend payment.
Issue 4 To consider and approve the Director's remuneration for the year 2013.
Issue 5 To consider and approve the election of directors whose term has ended.
Issue 6 To appoint the auditors and to approve the auditor's fee for the
financial year 2010
Issue 7 To consider an approval of the right to attend the Annual General
Meeting 1/2556 of JMT Network Services Public Company Limited in order to vote
for the approval of the consideration of financial amount for the purchase of
the Non-Performing Loan (NPL) which is the acquisition of the asset following
the announcement of the Capital Market Supervisory Board Tor Jor 20/2551,
stipulating that the matter shall not be asked for another approval from the
shareholders' meeting when the financial amount is less than Baht 700 million
per year for the year 2013. The Board of Director is assigned to consider the
debt purchasing. However, when the financial amount for the debt purchasing is
not exceeding Baht 100 million per time, the Executive Board has the power to
consider the debt purchasing and vote for the approval of other agendas of the
aforementioned meeting.
Issue 8 The Board of Directors considered and approval of the investment plans
of the business in the country within the Asian economic countries and the
establishment of a holding company following the business plan
Issue 9 To consider other matters (if any).
9.The Board of Directors considered and approval of the investment plans of the
business in the country within the Asian economic countries and the
establishment of a holding company following the business plan
And fixed March 7, 2013 the Record Date on which shareholders have the right to
attend the Annual General Shareholders' Meeting 2013 (AGM) and collecting
shareholders' name under Section 225 of the Securities and Exchange Act of share
register book closing date on March 8 2013
Please be informed accordingly,
We hope that the above information is useful to investors
Yours sincerely,
(Miss Ladda Waruntarakul)
Company Secretary
______________________________________________________________________
Dividend consideration
Subject : Cash dividend payment
Date of Board resolution : 21-Feb-2013
Type of dividend payment : Cash dividend payment
Record date for the right to receive : 19-Apr-2013
dividends
Book closing date for collecting : 22-Apr-2013
shareholders names under Section 225 of
the Securities and Exchange Act
Ex-dividend date : 17-Apr-2013
Payment for : Common shareholders
Cash dividend payment (baht per share) : 0.34
Par value (baht) : 1.00
Payment date : 03-May-2013
Paid from :
Operating period from 01-Jul-2012 to 31-Dec-2012
______________________________________________________________________
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