23 April 2010
Resolution of the 2010 AGM
MCOT Public Company Limited
63/1 Rama IX Road, Huaykwang
Bangkok 10310 Thailand
Phone +66 (0) 2201 6000
Fax +66 (0) 2245 1435
E-mail Contact@mcot.net
Ref: MCOT/ 6153 /
April 22, 2010
The Stock Exchange of Thailand
Attn: The President
Re: Resolutions of the 2010 Annual General Meeting of Shareholders
of MCOT Public Company Limited
Dear Madam:
We, MCOT Public Company Limited, have organized the 2010 Annual General Meeting
of Shareholders on April 22, 2010, at 13.30 hrs. at Studio 1,TV Station Bldg.,
63/1
Rama IX Rd., Huay Kwang, Bangkok 10310.
We would like to inform the Stock Exchange of Thailand that the 2010 Annual
General
Meeting of Shareholders has resolved as follows:
1. Certified the minutes of the Extraordinary Meeting of Shareholders
No.1/2009 on
August 27,2009.
Approved 574,991,741 votes or 97.7107 %
Not Approved 18,501 votes or 0.0032 %
Abstained 7,491,700 votes or 1.2861 %
2. Acknowledged the report on the Company's operating results in 2009
(for the period between January 1 and December 31, 2009).
Approved 575,175,734 votes or 98.7114 %
Not Approved 11,516 votes or 0.0020 %
Abstained 7,497,200 votes or 1.2867 %
3. Approved the Company's balance sheet and statement of profit and loss for the
period ended December 31, 2009.
Approved 574,649,498 votes or 98.6166 %
Not Approved 54,354 votes or 0.0093 %
Abstained 8,006,600 votes or 1.3740 %
4. Approved the payment of a Baht 1.80-per-share dividend 2009 for the Company's
operating results for the period between January 1 and December 31, 2009 (a Baht
0.75-per-share interim dividend was paid on October 20, for the period between 1
January and 30 June 2009). The Baht 1.05-per share dividend payment to be made
for
the operating results for the period between July 1 and December 31, 2009 is
scheduled on May 14, 2010.
Approved 575,199,551 votes or 98.7110 %
Not Approved 18,701 votes or 0.0032 %
Abstained 7,492,200 votes or 1.2858 %
5. Acknowledged the resignation of Mrs. Danucha Yindeepit and Mr. Arttachai
Burakamkovit prior to the end of their terms and the re-appointment of Mrs.
Danucha
Yindeepit as Director. And since Mr. Arttachai Burakamkovit's term remained
for less
than two months, the 2010 Annual General Meeting of Shareholders shall also
appoint
his replacement. Therefore, the list of the Company Directors' retirement on
rotation
which was acknowledged by the Meeting was as follows:
1) Mr. Nathi Premrasmi
2) Mr. Arttachai Burakamkovit
3) Mr. Somboon Muangklam
4) Assoc. Prof. Dr. Wittayatorn Tokeaw
The Meeting also approved the appointment of the new Directors as proposed by
the
Nomination Committee as follows:
-2-
1) Mr. Nathi Premrasmi
Approved 574,904,754 votes or 98.6604 %
Not Approved 84,198 votes or 0.0144 %
Abstained 7,721,500 votes or 1.3251 %
2) Mr. Jaturong Panyadilok
Approved 574,905,310 votes or 98.6605 %
Not Approved 79,142 votes or 0.0136 %
Abstained 7,726,000 votes or 1.3259 %
3) Mr. Somboon Muangklam
Approved 574,886,264 votes or 98.6573 %
Not Approved 114,688 votes or 0.0197 %
Abstained 7,709,500 votes or 1.3230 %
4) Assoc. Prof. Dr. Wittayatorn Tokeaw
Approved 574,550,910 votes or 98.5997 %
Not Approved 422,763 votes or 0.0726 %
Abstained 7,736,779 votes or 1.3277 %
6. Approved the remuneration of the Company's Directors for the year 2010.
Meeting
Allowances
Committees /Sub- Remuneration
(presence in
committees (Monthly)
the meetings
only)
1. The Board of Directors 10,000 Baht 15,000 Baht/
(If appointed during any (Chairman Month
period of a month, the receives
calculation of 30,000 Baht/
remuneration shall be month)
proportional to the length
of their appointment in
such month.)
2. The Audit Committee 10,000 Baht 5,000 Baht/
Month
3. The Nomination - 10,000 Baht/
Committee Month
4. The Remuneration - 10,000 Baht/
Committee Month
5. The Corporate - 10,000 Baht/
Governance Committee Month
6. The Risk Management - 10,000 Baht/
Committee Month
7. The Corporate - 10,000 Baht/
Relations Committee Month
8. Sub-committees and 10,000 Baht
Working Groups Other /month
than No.1-7 (Only -
Directors appointed by
Board of Directors)
Any Company's Directors appointed to perform duties in more than
2 committees, sub-committees or working groups other than the
Board of Directors (but including No.2-8) shall receive meeting
allowances from only two committees
The Chairman and Vice Chairman shall receive additional 25%
and 12.5 % of monthly remuneration and meeting allowances,
respectively.
- Directors' Bonus for year 2009 (January 1 - December 31, 2009)
- Chairman shall receive the bonus with additional 25% of
the bonus totaling Baht 212,938.
- Vice Chairman shall receive the bonus with additional 12.5% of
the bonus totaling Baht 191,644.
- Directors shall receive 170,350 Baht per person
The bonus payout shall be proportional to each
Director's length of tenure.
-3-
- Directors' Bonus for year 2010
Bonus for the Company's Directors in 2010
Not more than 0.25% of the net profit and not
Directors' Bonus
more than 500,000 Baht/ Director
In case that MCOT receives less than 3.00 points in the state
enterprise performance measurement, the bonus for Directors will
be adjusted as follows:
Less than 3.00 but not less than 2.50 points: the bonus for
-
Directors shall be reduced by 25%/Director
Less than 2.50 but not less than 2.00 points: the bonus for
-
Directors shall be reduced by 50%/Director
Note: If the measurement is not completed, the preliminary
measurement shall be used instead.
Approved 573,507,349 votes or 98.4194 %
Not Approved 1,631,763 votes or 0.2800 %
Abstained 7,578,843 votes or 1.3006 %
7. Approved the appointment of the Office of the Auditor General of Thailand
as the
Company's auditor and the determination of audit fee amounting to Baht
1,500,000 for
the year 2010.
Approved 572,100,201 votes or 98.1779 %
Not Approved 2,946,201 votes or 0.5056 %
Abstained 7,671,553 votes or 1.3165 %
Sincerely yours,
(Mr. Thanachai Wongthongsri)
Vice President
Office of Corporate Secretary
MCOT Public Company Limited
Authorized to sign on behalf of the company
Office of Corporate Secretary
Tel. 0 2201 6520, 0 2201 6388
Fax: 0 2245 1854