09 เมษายน 2557

Resolutions of the 2014 Annual General Meeting of Shareholders

Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 09-Apr-2014 Meeting's resolution : Accordingly approved with board's resolution Remark : IR 57/010 April 9, 2014 Subject : Resolutions of the 2014 Annual General Meeting of Shareholders To : The President The Stock Exchange of Thailand According to the 2014 Annual General Meeting of Shareholders, of Jay Mart Public Company Limited on 9th April 2014 at 9.00 hours at the head office of the Company, at 325/8 Jay Bldg. B, Ramkamheang Road, Sapansoong, Bangkok, 10240. The Chairman announced the opening of the meeting at 9.00 hours, there were 191 shareholders and proxies attending the meeting, representing the total amount of 270,360,584 shares, or 64.44 percent of the total shares of 419,573,608 shares. The resolutions are as follows; 1. To certify the Minutes of the Annual General Shareholders' Meeting for year 2013. - Approve 270,587,784 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing 0.00 % 2. To approve the financial statement, statement of comprehensive income year ended 31 December 2013 and the auditor's report. - Approve 271,704,584 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, 2013 and Auditor's Report . - Approve 271,720,784 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 4. To approve the dividend payment for the operating results of 2013 in the form of cash and common stock at Baht 0.71 per share to the Annual General Meeting of Shareholders for approval. The dividend was paid at Baht 0.31 per share as the interim dividend on September 6, 2013 which led to the remaining of the dividend for the second half operating results of 2013 at Baht 0.40 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 419,573,608 shares, accounting for the total dividend Baht 167,829,443 Dividends paid in cash and common stock as the following details: - Paid dividend by cash at the rate of Baht 0.15 per share, totaling of Baht 62,936,041 - Paid dividends to ordinary shares of the Company of 104,893,402 shares at par value of Baht 1 per share to the shareholders of the Company at the rate of 4 shares to 1 new share for an aggregate of up to 104,893,402 baht, representing a dividend payout ratio. Baht 0.25 per share in the case of a fractional share, the Company will pay dividends in cash instead of stock dividend at the rate of 0.25 Baht. All dividends will be taxed at source at the rate prescribed by law. The Company will deduct tax at source for all dividends paid. Of dividends paid in cash The record date for the right to receive the dividend is on April 18, 2014 and the book closing date for collecting shareholders' names under Section 225 of the Securities and Exchange Act B.E. 2535 is on April 21, 2014 and the dividend payment date is on April 30, 2014. - Approve 276,599,684 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 5. To approve reduction of the share capital of the Company of 426,392 baht of registered capital of Baht 420,000,000 fell to the share capital 419,573,608 Baht by canceling shares that have not yet issued the 426,392 shares at par value of Baht 1 per share of outstanding issued shares. capital by resolution of the general Meeting of Shareholders for the year 2011 on April 8, 2011 were 120,000,000 shares outstanding of shares allocated to be offered to the general public. And to the exercise of warrants to purchase the Company's ordinary shares offered to existing shareholders . And the general public (JMART-W1) 33,642 shares and the remaining number of shares reserved for the exercise of warrants to purchase common stock. Which are granted to directors and employees. Project by offering to the directors and staff at 1 (JMART-ESOP # 1) The 392,750 shares - Approve 276,991,445 vote(s) */**** representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 6. To approve amendment of Clause 4 of the Memorandum of Association to be in accordance with the capital decrease, as follow: Clause 4 Registered capital of 419,573,608 Baht (Four hundred nineteen million five hundred seventy three thousand six hundred eight baht ) Devidend into 419,573,608 Shares (Four hundred nineteen million five hundred seventy three thousand six hundred eight Shares) Par value of 1 Baht each ( One Baht ) Categorized into Ordinary shares of 419,573,608 shares (Four hundred nineteen million five hundred seventy three thousand six hundred eight Shares) Preference shares of -None- shares (shares) - Approve 276,991,445 vote(s) **** representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 7. To approve allot of 104,893,402 baht , divided into 104,893,402 ordinary shares at the per value of Baht 1 each, from the existing paid-up capital of Baht 419,593,608 to Baht 524,467,010 at the par value of Baht 1 each to reserve for stock dividend. - Approve 276,991,445 vote(s) **** representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 8. To approve amendment of Clause 4 of the Memorandum of Association to be in accordance with the capital increase, as follow: Clause 4 Registered capital of 524,467,010 Baht (Five hundred twenty-four million four hundred sixty-seven thousand and ten baht ) Devidend into 524,467,010 Shares (Five hundred twenty-four million four hundred sixty-seven thousand and ten Shares) Par value of 1 Baht ( One Baht ) Categorized into Ordinary shares of 524,467,010 shares (Five hundred twenty-four million four hundred sixty-seven thousand and ten Shares) Preference shares of -None- shares (shares) - Approve 276,991,445 vote(s) **** representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 9. To approve allotment of Baht 104,893,402 newly issued ordinary shares at a par value of Baht 1 per share for stock dividend. - Approve 276,991,445 vote(s) representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 10. To approve the determination of directors' remuneration for the year 2014 in the amount not exceeding Baht 5,000,000 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 277,031,445 vote(s) ** representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 11. To Approved the appointment of directors who must retire by rotation as follows. - Mr. Pisnu Pong-acha Re-appoint position Director another term - Approve 276,484,470 vote(s)* representing 99.78% - Disapprove - vote(s) representing - % - Abstain 600,000 vote(s)*** representing 0.22% - Mr. Phisit Dachanabhirom Re-appoint position Director another term - Approve 276,965,470 vote(s) * representing 99.95% - Disapprove - vote(s) representing - % - Abstain 125,000 vote(s) *** representing 0.05% - Ms. Manee Soonthornvatin Re-appoint position Director another term - Approve 277,015,470 vote(s) * representing 99.88% - Disapprove - vote(s) representing - % - Abstain 325,000 vote(s) *** representing 0.12% 12. To approve the appointment of auditors from Grant Thornton Co., Ltd. as the Company's auditors for the year 2014 as follows: Mrs. Sumalee Chokdeeanan (Certified Public Accountant No. 3322) or Mrs. Somckid Tiatragul (Certified Public Accountant No. 2785) or Mrs. Teerasak Chuasrisakul (Certified Public Accountant No. 6624) or Mrs. Sansanee Poolsawat (Certified Public Accountant No. 6977) Any of the above auditors shall act as the Company's auditors for the year 2014, 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 1,590,000,excluding the audit fee and the quarterly review fee of its subsidiaries in the amount of Baht 2,810,000 Therefore, the total amount of audit fee for the year 2014 is approximately Baht 4,440,000. - Approve 277,340,470 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 13. To approve the SET listing of JAS Asset Company Limited ( JAS Asset), a subsidiary in which 99.99% of the total registered capital is now held by the Company, approve the distribution of shares 320,390,000 the allotment of JAS Asset Part No.1 200,000,000 Ordinary shares for right offering and Part No.2 120,390,000 ordinary shares a capital increase of JAS asset by issuing 72,234,000 new shares to the public by an initial public offering (IPO) and the allotment of shares 48,156,000 for to the Company's shareholders based on their pre-emptive rights, be approved. The capital increase of JAS asset will cause the Company's equity in JAS asset 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 JAS asset and the capital increase of JAS asset which will be conducted through the IPO and the share offering to the Company's shareholders based on their pre-emptive rights. - Approve 277,482,470 vote(s) * representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 14. To approve capital increase of JAS and the allotment ordinary shares a capital increase shares 320,390,000 and approve the distribution of shares 320,390,000 the allotment of JAS Asset Part No.1 200,000,000 Ordinary shares for right offering and Part No.2 120,390,000 ordinary shares a capital increase of JAS asset by issuing 72,234,000 new shares to the public by an initial public offering (IPO) through an offering of 48,156,000 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 JAS, be approved. This offering enables the Company's shareholders to invest in JAS and will mitigate a dilution effect on the Company's shareholders as the Company's stake in JAS asset will be reduced from 99.99 percent to 19.50 per cent. of the registered capital of JAS (determined from the IPO of JAS only) or to 67.5 per cent. of the registered capital of JAS (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: the subscription ratio for which the shareholders are eligible with respect to JAS's new ordinary shares, the record date for determining the Company's shareholders entitled to the allocation of those shares, the book closing date for collecting a list of eligible shareholders under section 225 of the Securities and Exchange Act, and all other conditions and details relating to JAS'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 JAS's new ordinary shares to the Company's shareholders. - Approve 277,482,470 vote(s) representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % 15. To approve of the right to attend the Annual General Meeting 1/2557 of JMT Network Services Public Company Limited on 9 April 2013 at 14.30 pm. No. 325/8 Jaymart Bldg. B, Ramkamheang Road, Sapansoong, Bangkok in order to vote for the approval of the consideration of financial amount for the purchase of the Non-Performing Loan (NPL) of JMT Network Services Public Company Limited and Subsidiary. 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 900 million per year for the year 2014. 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. - Approve 277,507,470 vote(s) representing 100% - Disapprove - vote(s) representing - % - Abstain - vote(s) representing - % Please be informed accordingly 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 2/3 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. *** The shareholders and proxies who are stakeholders has no right to vote **** 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. 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.