Quality Houses Public : AGM No. 1/2015 : The payment of dividends and the appointment of directors

Document (Translation)

Ref. Legal 0198/2558
April 17, 2015
Re: Notification of the Resolution made by the Annual General Meeting of Shareholders No. 1/2015 of Quality Houses Public Company Limited : The payment of dividends and the appointment of directors.
Attn: President
The Stock Exchange of Thailand
The Annual General Meeting of Shareholders of Quality Houses Public Company Limited ("the Company") No.
1/2015 dated April 17, 2015 at 10.30 a.m. has determined the following:
1. Adopted the Minutes of the Annual General Meeting of Shareholders No. 1/2014 dated April 11, 2014 by the following votes;
Approved 5,832,605,376 votes, equivalent to 99.5088 per cent Disapproved 0 votes, equivalent to 0 per cent Abstained 28,792,816 votes, equivalent to 0.4912 per cent
2. Acknowledged the Company's 2014 operating performance and the Directors' Annual Report.
3. Approved the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2014 audited by the public certified accountant by the following votes;
Approved 5,884,622,239 votes, equivalent to 99.9914 per cent Disapproved 0 votes, equivalent to 0 per cent Abstained 503,794 votes, equivalent to 0.0086 per cent
4. Approved the payment of dividends and appropriation of profit for the year 2014 as legal reserve, working capital and reserve of the Company as follows:
4.1 Payment of dividend shall be paid in the forms of the company's ordinary shares and cash at the rate of THB 0.25519 per share or the amount of not exceed THB 2,343.6 mm. being 70.4 percentage of net profit of the fiscal year. The dividend shall be paid out of the retained earnings and/or net profit the total of dividend shall be deducted withholding tax at the rate as prescribed

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by law, of which the Company has paid interim dividend by the resolution of Board Meeting No.5/2014, dated 19 August 2014, THB 0.07 per share or the amount of not exceed THB 642.9 mm., the Company still has to pay the dividend for the second-half-year operations of 2014 at the rate of THB 0.18519 per share or the amount of not exceed THB 1,700.7 mm. .
a) Payment of dividend in the form of the Company's ordinary shares from the retained earnings
and/or net profit at the end of the fiscal year the total of dividend in an amount of not exceeding
1,530.7 Million shares at the par value of THB 1 per share to the shareholders at the rate of 6
existing share(s) to 1 dividend stock, in a total amount of not over THB 1,530.7 mm. or THB
0.16667 per share. In case that any shareholder has some existing shares after the allocation of dividend stock, dividend shall be paid in cash instead of dividend stock at the rate of THB
0.16667 per share.
b) Payment of cash dividend at the rate of THB 0.01852 per share or in a total amount of not over
THB 170.0 mm.
The shareholders who are entitled to receive the said dividends shall be determined on April 27,
2015 (Record Date) and the names of shareholders shall be gathered under Section 225 of the Securities and Exchange Act (the notice of XD mark on April 23, 2015) by closing the share register on April 28, 2015. The payment of dividends will be made to the shareholders on May 15,
2015.
4.2 Appropriation of the profit (at the rate of at least five percentage of the annual net profit from the separate financial statements which is THB 2,348 mm.) for the reserved fund in accordance with the law in the amount of THB 117.4 mm.
4.3 Appropriation of the remaining net profit in an amount of THB 3,211.8 mm. shall be made as working capital and reserved fund of the Company.
By the following votes;

Approved	5,855,557,403	votes, equivalent to	99.4931	per cent
Disapproved	29,371,300	votes, equivalent to	0.4991	per cent
Abstained	460,916	votes, equivalent to	0.0078	per cent

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5. Approved the decrease in the Company's registered capital from THB 9,183,784,692 by cutting off the Ordinary Shares remaining from the allocation as per the resolution of the Annual General Shareholder's Meeting no.1/2012 in the amount of 17,139 shares, par value of THB 1 and amendment to Clause 4 of the Memorandum of Association to be in line with the decrease in registered capital as read below:
"Clause 4 Register Capital THB 9,183,767,553 (Nine Billion One Hundred Eighty Three Million Seven Hundred Sixty Seven Thousand Five Hundred and Fifty Three Baht Only)
Divided into 9,183,767,553 shares (Nine Billion One Hundred Eighty Three Million Seven Hundred Sixty Seven Thousand Five Hundred and Fifty Three One shares)
Par value/share THB 1 (One Baht) Consisting of
Ordinary shares 9,183,767,553 shares (Nine Billion One Hundred Eighty Three Million Seven Hundred Sixty Seven Thousand Five Hundred and
Fifty Three shares)
Preferred shares -None-shares ( - )
By the following votes;

Approved	5,884,937,103	votes, equivalent to	99.9921	per cent
Disapproved	0	votes, equivalent to	0	per cent
Abstained	462,516	votes, equivalent to	0.0079	per cent

6. Approved the increase in the Company's registered capital from THB 9,183,767,553 divided into
9,183,767,553 ordinary shares at the par value of THB 1 per share to THB 10,714,426,091 divided into
10,714,426,091 shares at the par value of THB 1 per share, by issuing 1,530,658,538 new ordinary shares at the par value of THB 1 per share to accommodate the payment of stock dividend. Clause 4 of the Memorandum of Association shall be amended to be in line with the increase in registered capital as read below:

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"Clause 4 Register Capital THB 10,714,426,091 (Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty Six Thousand and Ninety One Baht Only)
Divided into 10,714,426,091 shares (Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty Six Thousand and Ninety One shares)
Par value/share THB 1 (One Baht)

Consisting of

Ordinary shares 10,714,426,091 shares (Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty Six Thousand and Ninety One shares)
Preferred shares -None-shares ( - )
By the following votes;

Approved	5,855,552,803	votes, equivalent to	99.4926	per cent
Disapproved	29,371,300	votes, equivalent to	0.4990	per cent
Abstained	492,516	votes, equivalent to	0.0084	per cent

7. Approved the allocation of 1,530,658,538 new ordinary shares for payment of dividend.
By the following votes;

Approved	5,855,554,403	votes, equivalent to	99.4926	per cent
Disapproved	29,371,300	votes, equivalent to	0.4991	per cent
Abstained	490,916	votes, equivalent to	0.0083	per cent

8. that the re-appointment of directors and/or independent directors who would be retired by rotation for another term be approved as follow :

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8.1 Approved the re-appointment of Mr. Anant Asavabhokhin, a directors, who would have been retired by rotation for another term by the following votes;

Approved	5,815,250,426	votes, equivalent to	98.8059	per cent
Disapproved	69,700,009	votes, equivalent to	1.1842	per cent
Abstained	581,416	votes, equivalent to	0.0099	per cent

8.2 Approved the re-appointment of Mr. Pornthep Pipattangsakul, a director, who would have been retired by rotation for another term by the following votes;

Approved	5,816,705,035	votes, equivalent to	98.8306	per cent
Disapproved	727,800	votes, equivalent to	0.0124	per cent
Abstained	68,099,016	votes, equivalent to	1.1570	per cent

8.3 Approved the appointment of Mr. Adisorn Thananun - narapool, a director, who would have been retired by rotation for another term by the following votes;

Approved	5,816,696,635	votes, equivalent to	98.8304	per cent
Disapproved	68,234,000	votes, equivalent to	1.1594	per cent
Abstained	601,216	votes, equivalent to	0.0102	per cent

8.4 Approved to nominate and appoint Mr. Chulasingh Vasantasingh to be a new director in order to replace Mr. Adul Vinaiphat who has completed the term by rotation. Mr. Adul Vinaiphat has been asked by Mr. Chadchart Sittipunt, President and Chief Executive Officer, to take the role of consultant due to Mr. Adul Vinaiphat has been an independent director continuously for several years. He has knowledge, experience and understand the business of the company very well, so it should be more flexible for him to work. Therefore, The company requests Mr. Adul Vinaiphat to be the consultant for 2 years and Mr. Adul Vinaiphat accept to take the role of a consultation willingly by the following votes;

Approved	5,884,889,357	votes, equivalent to	99.9891	per cent
Disapproved	12,678	votes, equivalent to	0.0002	per cent
Abstained	629,816	votes, equivalent to	0.0107	per cent

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9. Approved the directors' remuneration for the year 2015, which the retention fee and attendance fees for the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee and Executive Committee are as follows:
(Units : THB)

Position	Retention Fee (per month)	Attendance Fee (per meeting )
Position	Retention Fee (per month)	Board of Directors	Audit Committee	Nomination and Remuneration Committee	Corporate Governance Committee	Executive Committee
Chairman	50,000	35,000	35,000	35,000	35,000	35,000
Director	40,000	28,000	28,000	28,000	28,000	28,000
Executive Director	40,000	-	-	-	-	-

Note - The company shall not pay any other remuneration fee other than monthly retention fee and attendance fee.
- the executive directors of the Company shall not receive the attendance fee.
By the following votes;

Approved	5,882,736,998	votes, equivalent to	99.9515	per cent
Disapproved	28,278	votes, equivalent to	0.0005	per cent
Abstained	2,827,741	votes, equivalent to	0.0480	per cent

10. Approved the director's bonus for the year 2014, the Company will pay to all directors in the total amount not exceeding THB 15 mm. by the following votes;

Approved	5,879,328,193	votes, equivalent to	99.8936	per cent
Disapproved	5,608,283	votes, equivalent to	0.0953	per cent
Abstained	656,541	votes, equivalent to	0.0111	per cent

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11. Approved the appointent of Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or Miss.
Rungnapa Lertsuwankul, Certified Public Accountant No. 3516 and/or Miss. Pimjai Manitkajohnkit,
Certified Public Accountant No.4521, Miss. Rosaporn Decharkom, Certified Public Accountant No. 5659 of EY Office Limited as the Company's auditor(s) for 2015, with the audit fee of THB 1,290,000 per year. These four auditors are not the shareholders or consultants of the Company by the following votes;

Approved	5,884,950,865	votes, equivalent to	99.9891	per cent
Disapproved	11,600	votes, equivalent to	0.0002	per cent
Abstained	630,552	votes, equivalent to	0.0107	per cent

Please be informed accordingly. Yours sincerely,

Mrs. Suwanna Buddhaprasart (Mrs. Suwanna Buddhaprasart) Senior Executive Vice President

Legal Department

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