24 April 2003
INFORM OF RESOLUTIONS ADOPTED OF THE 36TH AGM OF SHAREHOLDER
(Translation)
No. 021/2003
April 23, 2003
Re: Inform of Resolutions Adopted of the 36th AGM of Shareholder
To: President
The Stock Exchange of Thailand
Singer Thailand Public Company Limited would like to report on the resolutions made
at the shareholder's ordinary general meeting held on April 23rd, 2003 are as follows:
1. Approval of the minutes of 35th AGM of Shareholders held on April 25, 2002
2. Approval of the annual Report and directors' report for the year 2002
3. Approval of the Balance Sheet and the Profit and Loss Account of the Company for the fiscal
year ending December 31, 2002
4. Approval of the payment of final dividend for fiscal year ended December 31, 2002 will be Baht
2.70 per share, payable on May 23, 2003.
5. Approval of the Remuneration of the Company Directors for the year 2003 is as follows:-
The Remuneration of the Company Directors
Chairman Bht. 250,000 per year/person
Director Bht. 100,000 per year/person
Chairman of Audit Committee Bht. 125,000 per year/person
Member of Audit Committee Bht. 100,000 per year/person
(Directors who are in the Company's Management will not receive this remuneration.)
6. Approval of the amendments to the Articles of Association of the Company in respect of the
Company's ownership of its own shares and other articles is as follows: -
Comparison of the Articles of Association of the Company amended as the agenda no. 6
Current Provision
6. The Company shall prepare share certificates and deliver them to the shareholders within
two months from the date the Registrar accepts the registration of the Company or the date the
payment for shares has been received in full in the case of the sale of new shares after the
registration of the Company.
Propose Provision
6. The Company shall prepare share certificates and deliver them to the shareholders within
two months from the date the Registrar accepts the registration of the Company or the date the
payment for shares has been received in full in the case of the sale of remaining or new shares
after the registration of the Company.
Current Provision
7. The Board of Directors shall issue a new share certificate in substitution for a certificate
which was lost, defaced or essentially damaged within 14 days from the date of receipt of such a
request, provided that the shareholder shall pay a fee of Baht 5 for each share certificate.
Propose Provision
7. The Board of Directors shall issue a new share certificate in substitution for a certificate
which was lost, defaced or essentially damaged within the period required by law, from the date
of receipt of such a request, provided that the Company may charge a fee for the issue of the
new share certificate at the rate provided by law.
In case of loss or destruction of a share certificate, the shareholder shall produce to the
Company the evidence of filing of a complaint to the inquiry official or other appropriate
evidence. The Company shall issue a new share certificate to the shareholder within the
period required by law.
Current Provision
8. The Company may not own its shares or take them in pledge.
Propose Provision
8. The Company may not own its shares or take them in pledge, except in the following
cases:
(1) The Company may repurchase shares from the shareholders who vote against the
resolution of the meeting of shareholders to amend the Articles of Association of
the Company concerning the right to vote and the right to receive dividends,
whereby the shareholders consider it to be unfair for them.
(2) The Company may repurchase shares for financial management purposes after the
Company has retained earnings and surplus liquidity, and the redemption does not
cause financial difficulties to the Company.
(3) Other cases provided by law.
The shares held by the Company shall not be counted as part of a quorum of the meeting
of shareholders, and shall not be entitled to vote and to receive dividends. The shares
repurchase under the above paragraphs shall be sold by the Company within the period
specified in the Ministerial Regulations. If such shares have not been sold within the
period specified, the Company shall reduce its paid-up capital by eliminating the
registered shares which have not been sold.
The redemption of shares, sale of shares and elimination of registered shares shall be in
accordance with the rules and procedures prescribed in the Ministerial Regulations.
The redemption of shares by the Company must be approved by the meeting of
shareholders, except for a redemption of shares of not more than 10% of the paid-up
capital, in which case it shall be the power of the Board of Directors to approve the
redemption.
Current Provision
10. A share transfer is valid after the transferor has endorsed the share certificate
by stating the name of the transferee on the share certificate and after the same has
been signed by both the transferor and the transferee and delivered to the transferee.
The said share transfer shall be valid as against the Company after the Company has
received an application for registration of the share transfer. However, it shall be
valid as against third persons only after the transfer has been registered.
If the Company considers such transfer to be legal, the Company shall register the
transfer within 14 days after receipt of an application for registration of share transfer. If
the company considers such transfer to be incorrect or invalid, it shall inform the
applicant within 7 days of receipt of the application.
Propose Provision
10. A share transfer is valid after the transferor has endorsed the share certificate
by stating the name of the transferee on the share certificate and after the same has
been signed by both the transferor and the transferee and delivered to the transferee.
The said share transfer shall be valid as against the Company after the Company has
received an application for registration of the share transfer. However, it shall be
valid as against third persons only after the transfer has been registered.
If the Company considers such transfer to be legal, the Company shall register the
transfer within 14 days after receipt of an application for registration of share transfer. If
the company considers such transfer to be incorrect or invalid, it shall inform the
applicant within 7 days of receipt of the application.
Upon listing of the Company's shares on the Stock Exchange of Thailand, the share
transfer shall be in accordance with law governing securities and exchange.
Current Provision
14. At each annual ordinary general meeting of the Company, one-third of the
directors, or, if their number is not a multiple of three, then the number nearest to one-
third must retire from office.
The directors retired from their offices in the first and second years after the
registration of the Company shall be made by drawing lots. For subsequent years, the
director who has held office longest shall retire.
Propose Provision
14. At each annual ordinary general meeting of the Company, one-third of the
directors, or, if their number is not a multiple of three, then the number nearest to one-
third must retire from office.
The directors retired from their offices in the first and second years after the
registration of the Company shall be made by drawing lots. For subsequent years, the
director who has held office longest shall retire. The retiring directors may be re-
elected.
Current Provision
38. The Company shall allocate to a reserve fund at least five per cent of the annual net
profit less total accumulated losses brought forward (if any) until the reserve fund
reaches an amount of not less than ten percent of the registered capital.
If the number of shares sold by the Company has not yet reached the number registered
or if the Company has registered an increase of its capital, the Company may with the
approval of the meeting of shareholders pay a stock dividend, wholly or partly, by issuing
new ordinary shares to the shareholders.
Propose Provision
38. The Company shall allocate to a reserve fund at least five per cent of the annual
net profit less total accumulated losses brought forward (if any) until the reserve fund
reaches an amount of not less than ten percent of the registered capital.
Upon the approval of the shareholders meeting, the Company may transfer legal
reserve, share premium reserve or other reserves to compensate for the deficit of the
Company.
The compensation for the deficit under the proceeding paragraph shall first be
deducted from other reserves, legal reserve, and share premium reserve, respectively.
If the number of shares sold by the Company has not yet reached the number registered
or if the Company has registered an increase of its capital, the Company may with the
approval of the meeting of shareholders pay a stock dividend, wholly or partly, by issuing
new ordinary shares to the shareholders.
Current Provision
42. The Company may increase its capital from the amount registered by issuing
new shares.
The issuance of new shares under the first paragraph may be made after:
(1) all the shares have been sold out and paid-up in full or, if the shares have not been
completely sold, the remaining shares shall be shares to be issued upon conversion of
convertible debentures or upon exercise of the right under certificates representing the
right to purchase shares; and
(2) the meeting of shareholders has adopted a resolution in accordance with Article 31 (2).
Propose Provision
42. The Company may increase its capital from the amount registered by issuing
new shares.
The issuance of new shares under the first paragraph may be made after:
(1) all the shares have been sold out and paid-up in full or, if the shares have not been
completely sold, the remaining shares shall be shares to be issued upon conversion of
convertible debentures or upon exercise of the right under a certificates representing the
right to purchase shares; and
(2) the meeting of shareholders has adopted a resolution in accordance with Article 31 (2).
The Company may reduce the amount of its registered capital by either lowering the
par value of each share or by reducing the number of shares. However, the capital
of the Company shall not be reduced to less than one quarter of its original total
amount.
In the case where the Company suffers deficit and such deficit has been
compensated pursuant to Article 38 but the deficit remains, the capital of the
Company may be reduced to less than one quarter of its original total amount.
The reduction of the par value or number of shares as aforesaid may be made upon
a resolution passed at the shareholder meeting by a vote of not less than three
quarters of the total number of votes of the shareholders attending the meeting who
have the right to vote, provided that the Company shall apply to register such
resolution within fourteen days from the date on which the meeting passes such
resolution.
Current Provision
45. Any alteration or amendment to the Articles of Association may be adopted by
passing a resolution at the meeting of shareholders in accordance with the law.
Propose Provision
45. The Company may issue debentures or any other securities under the law
governing securities and exchange.
Propose Provision
46. Any alteration or amendment to the Articles of Association may be adopted by
passing a resolution at the meeting of shareholders in accordance with the law.
7. Approval for the Company to participate in the Thai Trust Fund Programme and approval for the
Fund to invest in or hold the Company's shares at the maximum of 10% of the total issued
shares of the Company.
8. Approval of the re-appointment the directors whose tenure has ended, as follows:
8.1 The director whose tenure has ended are as follows:
Mr. James P. Kelly Managing Director
Mr. John P. Cannon Director
Mr. Prateep Saenghiranwathana Director
8.2 The director being re-appointed are as follows:
Mr. James P. Kelly Managing Director
Mr. John P. Cannon Director
Mr. Prateep Saenghiranwathana Director
The Member of the new board of directors are:
Rear Admiral Mom Luang Usni Pramoj
Mr. James P. Kelly
Mr. Udom Chatiyanonda
Mr. Pliu Mangkornkanok
Mr. Sara Lamsam
Mr. Yongyut Boonpektrakul
Mr. Prateep Saenghiranwathana
Mr. Stephen H. Goodman
Mr. John P. Cannon
9. Approval of the appointment of KPMG Phoomchai Audit Ltd. to be the Company's Auditor
whereby any of both auditors:
1. Mr. Nirand Lilamethwat CPA no. 2316
2. Mr. Supot Singhasaneh CPA no. 2826
Those mentioned above are the auditors of the Company for the fiscal year ended December 31,
2003. The remuneration for the auditor is Baht 940,000.-
Yours sincerely
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