22 เมษายน 2553
Inform of Resolutions Adopted of the 43 rd AGM of Shareholde
No. H.T./SET/008/2010
April 21st, 2010
Re: Inform of Resolutions Adopted of the 43 rd AGM of Shareholders
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
21st, 2010, at 10.00 a.m. at 72 CAT Telecom Tower, 30th Floor, Charoenkrung
Road, Bangrak, Bangkok, Thailand. There are 81 shareholders and proxies
holding a total of 136,691,058 Shares more than one - third of the paid up
shares of the Company, therefore constituting a quorum of the meeting. The
resolutions which have been passed at the Meeting are as follows:
1. Approve the Minutes of the Annual General Meeting of Shareholders
No. 42, held on April 23, 2009
Approval 163,891,758 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
2. Approval of the Directors' Report for the year 2009 and to approve
the audited Balance Sheet and the Income Statements for the year ended
December 31, 2009
Approval 185,086,996 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
3. Approval of the omission of dividend payment to the shareholders
Approval 185,080,236 Votes equal to 99.9963 percent
Disapproval 6,760 Votes equal to 0.0037 percent
Abstention 0 Votes equal to 0 percent
4. Approval of the appointment of the directors to replace those who
are due to retire by rotation.
- Admiral M.L. Usni Pramoj Chairman of the Board and
Independent Director
Approval 185,091,996 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
- Mr. Udom Chatiyanonda Independent Director
Approval 185,091,996 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
- Mr. Christopher John King Independent Director
Approval 185,091,996 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
Members of the new Board of Directors are:
1. Admiral Mom Luang Usni Pramoj 5. Mr. Tobias Josef Brown
2. Mr. Udom Chatiyanonda 6. Mr. Bibit Bijaisoradat
3. Mr. Christopher John King 7. Mr. Boonyong Tansakul
4. Mr. Gavin John Walker 8. Mr. Paitoon Sukhanaphorn
5. Approval the remuneration of the Company's Board of Directors
for the year 2010 as follows:
The Chairman of the Board will receive a remuneration of Baht
400,000 per year, each Director Baht 250,000 per year, the Chairman
of the Audit Committee Baht 150,000 per year, each member of the
Audit Committee Baht 120,000 per year
Approval 185,080,736 Votes equal to 99.9939 percent
Disapproval 11,260 Votes equal to 0.0061 percent
Abstention 0 Votes equal to 0 percent
6. Approval of the appointment of KPMG Phoomchai Audit Ltd. to be
the Company's auditor
whereby any of both auditors:
1) Ms. Wilai Buranakittisopon CPA no. 3920
2) Mr. Charoen, Phosamritlert CPA no. 4068
3) Ms. Sureerat, Thongarunsang CPA no. 4409
4) Mr. Sakda, Kaothanthong CPA no. 4628
Those mentioned above are the auditors of the Company for the fiscal year
ended December 31,2010. The remuneration for the auditor is Baht 1,970,000.-
Approval 182,626,996 Votes equal to 98.6709 percent
Disapproval 2,460,000 Votes equal to 1.3291 percent
Abstention 0 Votes equal to 0 percent
7. Approve the decrease of the Company's registered capital from the
Company's registered capital of Baht Two Hundred Eighty-Three Million
and Five Hundred Thousand (Baht 283,500,000), which consisting of Two
Hundred Eighty-Three Million and Five Hundred Thousand ordinary shares
(283,500,000) with a par value of Baht One (Baht 1) per share to
Baht Two Hundred and Seventy Million (Baht 270,000,000), which
consisting of Two Hundred and Seventy Million ordinary shares
(270,000,000) with a par value of Baht One (Baht 1) per share by
reducing Thirteen Million and Five Hundred Thousand ordinary shares
(13,500,000) with a par value of Baht One (Baht 1) per share
Approval 185,086,096 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
8. Approve the amendment to Clause 4 of the Memorandum of Association of
the Company to be consistent with the decrease of the Company's
registered capital,
as follows:
Clause 4 Registered Capital: Baht Two Hundred and Seventy Million
(Baht 270,000,000)
Divided into: Two Hundred and Seventy Million shares
(270,000,000) shares
At Par Value of: Baht One ( Baht 1)
Divided into Common Two Hundred and Seventy Million shares
shares: (270,000,000) shares
Preferred shares: - shares (none)
Approval 185,087,108 Votes equal to 100 percent
Disapproval 0 Votes equal to 0 percent
Abstention 0 Votes equal to 0 percent
Yours Sincerely,
Boonyong Tansakul
Managing Director