Subject: Invitation to the Annual General of Shareholders Meeting No. 33 /2009
The Board of Directors of Samitivej Public Company Limited has resolved to call for the 33rd Annual General Meeting of the Shareholders of the year 2009 to be held on Monday, March 23, 2009 at 14.00 hour at Bancha Lamsam Auditorium, Building 2, Samitivej Sukhumvit Hospital, No.133 Sukhumvit 49, Klong Tan Nua, Vadhana, Bangkok 10110, to consider the following agenda;
Agenda 1:
To approve the Minutes of The Annual General Meeting of Shareholders No.32/2008. Board’s proposal: The Minutes be approved.
Agenda 2:
To acknowledge the report of the board of directors on 2008 operational results. Board’s proposal: Shareholders acknowledge the report.
Agenda 3:
To consider and approve the Balance Sheet, Profit and Loss Account and Auditor’s Report of fiscal year ending December 31, 2008. Board’s proposal: The Financial Statements be approved.
Agenda 4:
To consider and approve profit allocation. Board’s proposal: The meeting should approve the 2008 profit allocation as follow:
(1) Allocate apportion of the annual profit as a legal reserve fund at 5% of the profit which is equal to Baht 19,681,274; if combined with previous years, the total legal reserve will be Baht 27,651,646.-
(2) Dividend payment at the rate of 1.- Baht per share (One Baht) total 100,000,000 shares amounting to Baht 100,000,000.- (One hundred million Baht) with in a period of one month after the AGM pass the said resolution or within April 23, 2009.
Agenda 5:
To consider the election of new Directors replacing Directors who retire by rotation in the year 2008 and a new director election. Board’s proposal: Presently, the company has 10 directors and there are 4 directors who were due to retire by rotation. Referring to the company’s Association of Article item 15, the company shall have at least 5 directors, therefore it is appropriate to reelect the retiring directors to serve for another term namely: Prof. Dr. Somchai Richupan, Pongsak Viddayakorn, M.D., M.R. Bajarisan Jumbala, M.D. and Khunying Nongnuj Siridej, M.D. including election of Mr. Lee Khoe Soa, an qualified, talent and experience person to be the directors this year totaling 5 directors. If included other non retiring one, there will be a total of 11 members of board of directors.
Agenda 6:
To consider appointment of the company’s auditors for the fiscal year 2009 and fix remuneration for the auditors Board’s proposal: The Shareholders should appoint the auditor from Ernst & Young Co., Ltd. Namely: Mr. Narong Puntawong Auditor number 3315 and/or Mr. Wichart Lokatekrawee Auditor number 4451 and/or Ms. Kamontip Lertwitworatep Auditor number 4377 to be company’s auditors for the fiscal year 2009 and fix remuneration for the auditors total of Baht 1,200,000 (One million and two hundred thousand Baht) which is the same amount as previous year.
Agenda 7:
To consider and approve director’s remuneration Board’s proposal: The meeting should approve the director’s remuneration as follows:
1. Meeting allowance : Since 2003, The directors has received the same rate of meeting allowance according to the company’s Article of Association (AOA) item 30 (1). In 2009, the directors are willing to receive the same following rate and in the next coming years until new resolution is made.
1.1 The board of directors : Chairman of the board shall receive allowance at Baht 50,000.-per meeting attendance and the board member at Baht 25,000.-per meeting attendance.
1.2 Audit Committee : Chairman of the Audit committee shall receive allowance at Baht 25,000.- per meeting attendance and the committee members at Baht 20,000.- per meeting attendance.
2. Bonus : The boards shall receive bonus in the rate of two percent of the dividend approved for payment of the fiscal year 2008 equal to Baht 2,000,000.- Such amount shall be allocated by the boards according to the AOA item 30 (2). 3. Gratuity : At the amount determined by the Annual Shareholders Meeting according to the AOA item 30 (3). However, the board is not accepting the said gratuity.
Agenda 8:
Other Business (If any).
The Company’s Share Registration Book shall be closed on Wednesday, March 11, 2009 until meeting is adjourned in order to determine the Shareholder right to receive dividend and to attend the AGM No.33/2009.
Kindly attend the meeting at the date, time and place mentioned above. Any shareholders who wishes to appoint a proxy to attend the meeting and vote on his/her behalf is kindly requested to complete the attached proxy form and submit to the Chairman or person designated by the Chairman before the commencement of the meeting.
Sincerely yours,
Chong Chin Wah
Managing Director & CEO
Proxy Form of shareholders at the Annual General Meeting of Shareholders No.33/2009
- Proxy Form
