(Translation)
No. BorChorNgor 0229/2012 April 20,
2012
Re: Notification of the Annual General Meeting of
Shareholders No. 1/2012's Resolutions
To: President
Stock Exchange of Thailand
The Annual General Meeting of Shareholders No. 1/2012 of
Quality Houses Public Company
Limited ("the Company") held on April 20, 2012
at 10.30 a.m., passed the following resolutions:
1. Adopted the Annual General Meeting of Shareholders No.
1/2011 dated 22 April, 2011 by the following votes;
Approved 3,731,709,489 votes, equivalent to 97.1280 per cent
Disapproved 90,055 votes, equivalent to 0.0023 per cent
Abstained 110,254,800 votes, equivalent to 2.8697 per
cent
2. Acknowledged the 2011operating performance of the Company
and the Board of Directors'
Annual Report.
3. Approved the Company's statement of financial
position and statement of comprehensive income for the fiscal
year ended December 31, 2011 which have been audited by the
certified public accountant by the following votes;
Approved 3,743,245,464 votes, equivalent to 97.2209 per cent
Disapproved 155,455 votes, equivalent to 0.0040 per cent
Abstained 106,848,800 votes, equivalent to 2.7751 per
cent
4. Approved the payment of dividends and appropriation of the
2011 annual net profit as legal reserve, working capital and
reserve of the Company as detailed below:
4.1 a) Payment of dividend in the form of the Company's ordinary shares from the unappropriated retained earnings at the end of 2010 in an amount of not exceeding
706,444,977 shares at the par value of THB 1 per
share to the shareholders at the rate of
12 existing share(s) to 1 dividend stock, in a
total amount of not over THB 706.5 mm or
THB 0.08333 per share. In case that any shareholder has some
existing shares after the
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(Translation)
allocation of dividend stock, dividend shall be paid in cash
instead of dividend stock at the rate of THB 0.08333 per
share.
b) Payment of cash dividend at the rate of THB
0.00926 per share or in a total amount of not over THB 78.5
mm. The payment of dividends under a) and b) will be made at
the rate of THB 0.09259 per share or is not more than THB
785.0 mm. All the dividends shall be subject to withholding
tax at the rate as prescribed by law.
The shareholders entitled to receive the said dividends shall
be determined on May 11,
2012 (Record Date) and the names of shareholders shall be gathered under Section 225 of the Securities and Exchange Act by closing the share register on May 14, 2012. The date of dividend payment to shareholders will be changed to May 18, 2012.
4.2 Appropriation of the 2011 annual net profit from the separate financial statements in an amount of THB 24.3 mm as legal reserve at the rate of five percent of the annual net profit.
4.3 Appropriation of the remaining net profit in an amount of THB 461.4 mm as working capital and reserve of the Company.
By the following votes;
Approved | 3,740,087,964 | votes, equivalent to | 97.1350 per cent |
Disapproved | 3,330,455 | votes, equivalent to | 0.0865 per cent |
Abstained | 106,983,800 | votes, equivalent to | 2.7785 per cent |
5. Approved the appointment of the directors to be retired by
rotation to hold office of director for another term as
provided below:
5.1 Approved re-appointment of Mr. Anant Asavabhokhin, a
director, who would have been retired by rotation, be
approved for another term by the following votes;
Approved 3,662,406,845 votes, equivalent to 95.1151 per cent
Disapproved 66,455 votes, equivalent to 0.0017 per cent
Abstained 188,028,919 votes, equivalent to 4.8832 per
cent
5.2 Approved re-appointment of Mr. Adisorn Thananun-narapool,
a director, who would have been retired by rotation, be
approved for another term by the following votes;
Approved | 3,743,386,279 | votes, equivalent to | 97.2181 per cent |
Disapproved | 46,455 | votes, equivalent to | 0.0012 per cent |
Abstained | 107,069,785 | votes, equivalent to | 2.7807 per cent |
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(Translation)
5.3 Approved re-appointment of Mr. Adul Vinaiphat, an
independent director, who would have
been retired by rotation, be approved for another term by the
following votes;
Approved | 3,743,165,262 | votes, equivalent to | 97.2124 per cent |
Disapproved | 96,455 | votes, equivalent to | 0.0025 per cent |
Abstained | 107,240,502 | votes, equivalent to | 2.7851 per cent |
5.4 Approved re-appointment of Mr. Suang Chaisurote, a
director, who would have been retired
by rotation, be approved for another term by the following
votes;
Approved | 3,741,376,293 | votes, equivalent to | 97.1659 per cent |
Disapproved | 76,455 | votes, equivalent to | 0.0020 per cent |
Abstained | 109,049,471 | votes, equivalent to | 2.8321 per cent |
6. Approved the director remuneration for 2012, which the retention fee and attendance fees for the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Governance Committee are as follows:
(Unit : THB)
Position | Retention Fee (per month) | Attendance Fee (per meeting ) | ||||
Position | Retention Fee (per month) | Board of Directors | Audit Committee | Nomination and Remuneration Committee | Risk Management Committee | Corporate Governance Committee |
Chairman | 45,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 |
Director | 30,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 |
Executive Director | 30,000 | - | - | - | - | - |
The attendance fee for a director/ member of each committee
shall be paid not over 12 times a year. If more than 12
meetings are convened in a year, the attendance fee shall be
paid only for
12 meetings per year. In any case, the executive directors of
the Company shall not receive the
attendance fee, by the following votes;
Approved | 3,627,692,032 | votes, equivalent to | 94.2099 per cent |
Disapproved | 775,140 | votes, equivalent to | 0.0201 per cent |
Abstained | 222,182,447 | votes, equivalent to | 5.7700 per cent |
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(Translation)
7. Approved the 2011 bonus for all directors in an amount of
not exceeding THB 8.0 mm, by the
following votes;
Approved | 3,586,333,227 | votes, equivalent to | 93.1358 per cent |
Disapproved | 42,156,990 | votes, equivalent to | 1.0948 per cent |
Abstained | 222,159,447 | votes, equivalent to | 5.7694 per cent |
8. Approved the appointment of Mr. Sophon Permsirivallop,
Certified Public Accountant No. 3182 and/or Miss Sumalee
Reewarabandith, Certified Public Accountant No. 3970 and/or
Mrs. Gingkarn Atsawarangsalit, Certified Public Accountant
No. 4496 of Ernst & Young Office Limited as the
Company's auditor(s) for 2012, with the audit fee of
THB 1,290,000 per year, these three
auditors are not the shareholders or consultants of the
Company, by the following votes;
Approved 3,743,229,809 votes, equivalent to 97.2103 per cent
Disapproved 310,455 votes, equivalent to 0.0081 per cent
Abstained 107,109,400 votes, equivalent to 2.7816 per
cent
9. Approved the issuance and offering for sale of debentures
THB 10,000.0 mm more, with the tenure not more than 10 years,
including the limit of debenture, THB 10,000.0 mm, approved
by the Annual General Meeting of Shareholders No. 1/2011.
Therefore, the total limit of debentures amount is not more
than THB 20,000.0 mm. The Company may subsequently issue
additional debentures within the said limit if the Company
makes a repurchase and/or redemption of the debentures for
whatever reason under the following conditions:
Type : All types of debentures except
convertible debentures or any other debt instruments which
can be converted into ordinary shares of the Company
Priority Claim : Subordinated or
non-subordinated
Debenture Holder Representative : With or
without the debenture holder representative
Currency : THB, USD and/or other currencies
Amount : Principal of the debentures to be
issued shall not be over THB 20,000.0 mm or other foreign
currency in an equivalent amount, including the debentures at
any period of time which are issued by the Company but have
not been redeemed yet.
Offering for sale : Domestic and/or foreign
public offering and/or private placement and/or offering for
sale to institutional investors/major investors under the
Notifications of the Capital Market Supervisory Board and/or
the Office of the
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(Translation)
Securities and Exchange Commission and/or other relevant
regulations applicable at the time of offering the
debentures. However, the debentures may be offered for sale
to all types of investors and may be singly and fully offered
for sale or partially offered for sale and/or offered for
sale as a project and/or from time to time and/or as
revolving
Tenor : Not over 10 years
Coupon Rate : Based on the appropriateness and
the market condition at the time of issuance and offering for
sale.
Repayment of Principal : Periodic repayment of
principal or single repayment upon maturity
Early Redemption : The Company may have the
right to make the call option
(Call Option) and repurchase.
Right of Debenture Holders for : The Company
allows the put option under the conditions to early
redemption (Put Option) be subsequently set and the
repurchase.
Repurchase : The Company may repurchase the
debentures in the secondary market at any time before
maturity
Listing : The Company may list the debentures
offered for sale each time with the Thai Bond Market
Association and/or any other debenture secondary market.
Secondary Market (sale/purchase before maturity)
: The debentures issued by the Company may be
used for offering for purchase or for sale to the person with
a debt instrument brokerage license or securities brokerage
license such as Commercial Bank, securities companies or
other legal entity or any secondary market.
In this respect, the President & CEO is authorized to set the
rules, conditions and other details in relation to each
issuance and offering for sale of debentures as necessary and
as he considers appropriate under law, to list the said
debentures on the Stock Exchange of Thailand, the Thai Bond
Market Association or other secondary markets and to apply
for permission, disclose information and take any other acts
with the relevant agencies, appoint an advisor or person(s)
involving with the issuance and offering for sale of bonds
and/or debentures, as well as to execute, sign and amend
related documents and agreements and to take any acts for
successful
issuance and offering for sale of debentures, by the
following votes;
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(Translation)
Approved 3,716,614,824 votes, equivalent to 96.5191 per cent
Disapproved 26,739,440 votes, equivalent to 0.6944 per cent
Abstained 107,298,400 votes, equivalent to 2.7865 per
cent
10. Approve the decrease in the Company's registered
capital from THB 8,883,558,370 by cancelling
406,218,655 unsold ordinary shares at the par value of THB 1 per share which remain after the exercise of Warrants to Purchase Ordinary Shares No. 3 and No. 4, Warrants to Purchase Ordinary Shares Offered to Directors and Employees of the Company and/or its Subsidiaries No.
1-3; and the ordinary shares for the conversion of all types of warrants to purchase ordinary shares. This is because all shares of the Company have not been sold yet. To ensure compliance with the applicable laws, there shall be a reduction of registered capital and an amendment to Clause 4 of the Memorandum of Association is required to be in line with the decrease in registered capital as read below:
"Clause 4 Register Capital THB 8,477,339,715 (Eight Thousand Four Hundred Seventy- Seven Million Three Hundred Thirty-Nine Thousand Seven Hundred and Fifteen Baht Only)
Divided into 8,477,339,715 shares
(Eight thousand four hundred seventy-seven
million three hundred thirty-nine thousand seven hundred and
fifteen shares)
Par value/share THB 1 (One
Baht)
Consisting of
Ordinary shares 8,477,339,715 shares
(Eight thousand four hundred seventy-seven
million three hundred thirty-nine thousand seven hundred and
fifteen shares)
Preferred shares -None- shares (