Report on the resolution of shareholder's EGM No.1/2009
Sor.Kor. 051/2009
January 22,2009
Subject : Report on the Resolution of Shareholder's Extraordinary
Meeting No.1/2009
To : Managing and Director,
The Stock Exchange of Thailand
According to BOD'S meeting no.12/2008 held on Thursday December 18,2008
has passed resolution to set date of the Extraordinary meeting of shareholders
No.1/2009 held on Thursday January 22,2009. Sikarin Public Company Limited
would like to report on the the Resolution of Shareholder's Extraordinary
meeting No.1/2009 which started at 9.00 a.m. at the meeting room,2nd
floor,Sikarin Hospital which located at 4/29 moo 10 Srinakarin Road, Bangna
District ,Bangkok which details shown as follows :
1) Certified the Minutes of the Extraordinary General Meeting of Shareholders
No.1/2008 held on Thursday October9,2008. Details of vote were as follows :-
The number of shares of the shareholders attending and having the right to
vote in this agenda was 54,758,126 shares. Resolutions of the meeting were
as follows:-
Resolution Number of shares % of total shares of the shareholders
Attending and having the right to vote
Agree 54,757,366 99.9986
Disagree 0 0.0000
Abstain 0 0.0000
No vote 760 0.0014
2) Approved the interim dividend payment
Following the paid-up, registered capital decrease by reducing the par value
from Baht10 per share to Baht6.50 per share to reconcile the amount excessive
to the par value after capital decrease with the accumulated loss, thus
clearing the accumulated loss and enabling the Company to pay dividend to
shareholders from its operating profits.
The interim dividend payment come from the Company's retained earnings not yet
allocated at Bt0.50 per share (fifty satang) which shall be paid on February
16, 2009.
The number of shares of the shareholders attending and having the right to
vote in this agenda was 54,758,126 shares. Resolutions of the meeting were as
follows:-
Resolution Number of shares % of total shares of the shareholders
Attending and having the right to vote
Agree 54,718,326 99.9273
Disagree 0 0.0000
Abstain 39,800 0.0727
No vote 0 0.0000
3) Approve an amendment to Section 4 and addition of Section 25 to Sikarin
Public Co.,Ltd's Articles of Association The Extraordinary General Meeting of
Shareholders No. 1/2009 approve to amend Section 4 and add Section 25 to
Sikarin Public Co.,Ltd's Articles of Association which detailed as follows:
From: "Section 4. The Company cannot own its shares or take a pledge of its
own shares."
To: "Section 4. The Company cannot own its shares or take a pledge of its own
shares,
except the following cases:
(1) The Company may buy back shares from shareholders who vote against the
resolution of a shareholders' meeting on an amendment to the Company's
Articles of Association on voting rights and rights to receive dividends,
and who feel that they are treated fairly.
(2) The Company may buy back shares for the benefits of financial management
in case of excessive retained earnings and liquidity and the share buyback
will not cause the Company's financial problems.
Shares held by the Company shall not be counted to make a quorum for a
shareholders'meeting and have no rights to vote or receive dividend. The
Company shall distribute the shares bought back in the previous paragraph by
the schedule specified by the Company in the share buyback project. In case
the Company cannot sell those shares by the schedule, the Company shall
reduce its paid-up capital but cutting the registered shares that cannot be
sold.
The share buyback, share distribution and registered share cut shall be in
line with the criteria and procedures prescribed in the ministerial regulations.
The share buyback shall be approved by shareholders in a meeting except the
shares bought back do not exceed 10 percent of the paid-up capital, in which
case the Board of Directors has authority to approve the share buyback."
And add
"Section 25. Do not pay dividend from other kinds of fund apart from profits.
While the Company still has accumulated loss, dividend cannot be paid.
Dividends shall be allocated equally to each share except where specified
otherwise in the Company's Articles of Association concerning preferred shares.
The Board of Directors may occasionally pay interim dividends to shareholders
if the Company has enough profits to do so, and report the dividend payment to
shareholders in the following meeting.
Dividend shall be paid in one month from the date of its resolution in a
shareholders'meeting or Board meeting, whichever the case may be. Notification
for dividend payment shall be made to shareholders and advertised in
newspapers."
The number of shares of the shareholders attending and having the right to
vote in this agenda was 54,760,626 shares. Resolutions of the meeting were as
follows:-
Resolution Number of shares % of total shares of the shareholders
Attending and having the right to vote
Agree 54,720,826 99.9273
Disagree 0 0.0000
Abstain 39,800 0.0727
No vote 0 0.0000
4) Others (if any) -no-
Please notify to investor.
Yours faithfully,
(Pol.Lt.Gen.Jarax Sangtaweep)
Vice Chairman and Chief Executive Director