SET Announcements
AGM Date, Pay Dividend, Book Closing Date, Capital Increase
No. MD.036 /2005
February 8, 2005
Re: Report of the Resolutions of the Board of Directors Meeting
To: President
The Stock Exchange of Thailand
Bangkok Aviation Fuel Services Public Company Limited held the Board of
Directors Meeting No. 1/2005 on 8 February 2005, starting from 10:00 hrs.
and the meeting passed the following material resolutions:
1.Calling the Annual General Meeting of Year 2005 on April 22, 2005 at
10:00 hrs.,at Miracle Grand Hotel, 99 Vibhavadirangsit Road, Moo 4, Laksi,
Donmuang, Bangkok with the following agenda:
Agenda 1 To approve of the Minutes of the Annual General Meeting of Year
2004
Agenda 2 To consider the report of the Board of Directors on the
performance of the Company in year 2004 and future business operation
Agenda 3 To consider approving the balance sheet and the earnings
statement for the year 2004
Agenda 4 To consider the allocation of profit and reserve
Agenda 5 To consider approving the increase of registered capital of the
Company with the condition of paying a part of dividend in form of stock
dividend
Agenda 6 To consider approving the amendment to Item 4 of the Memorandum
of Association so as to reflect the increase of the Company's registered
capital with the condition of paying a part of dividend in form of stock
dividend
Agenda 7 To consider paying a part of dividend in form of stock dividend
Agenda 8 To consider the election of directors in place of those who
retires by rotation
Agenda 9 To consider the appointment of auditors and their remuneration
Agenda 10 To consider the payment of Directors' remuneration for year 2004
and Meeting Fee
Agenda 11 Other business (if any)
2. To close the Company's shareholder register book in order to determine the
right of the shareholder to attend the Annual General Meeting of year 2005 on
April 4, 2005 at 12:00 am. until the meeting is adjourned.
3. To propose the Annual General Meeting of Year 2005 to consider declaring
the dividend from the operation of the Company for the last 6 months of 2004
at the rate of Baht 0.35 per share, totaling of Baht 119 million by paying
cash dividend and stock dividend as follow:
3.1 Paying cash dividend at the rate of Baht 0.10 per share, totaling of Baht
34 million.
3.2 Paying stock dividend totaling of 85 million ordinary shares (with a par
value of Baht 1) to the shareholders of the Company at the ratio of 4 existing
shares to 1 new share, totaling of Baht 85 million, or at the rate of Baht 0.25
per share. In case that the shareholder has a fraction of shares remaining less
than 4 shares, the dividend therefor would be paid in form of cash dividend
instead at the rate of Baht 0.25.
The dividend shall be payable to the shareholders whose names are in the
Company share register book as of May 4, 2005 at 12:00 am. with the dividend
payment date on May 20, 2005.
Such dividend combined with the interim dividend declared at the rate of
Baht 0.30 per share, equals to the total dividend declared from the 2004
operation of Baht 0.65 per share.
4.To propose the Annual General Meeting of Year 2005 to consider approving the
increase of registered capital of the Company from Baht 340,000,000 (Thirty
Four Hundred Million Baht) to be Baht 425,000,000 (Four Hundred Twenty Five
Million Baht) by issuing capital increase of Baht 85,000,000 (Eighty Five
Million Baht) consisted of 85,000,000 ordinary shares (Eighty Five Million
Shares) with a par value of Baht 1 (One Baht) per share.
5.To propose the Annual General Meeting of Year 2005 to consider approving
the amendment to Item 4 of the Memorandum of Association so as to reflect the
increase of the Company's registered capital to be:
Item4
Amount of Registered Capital 425,000,000 Baht (Four Hundred Twenty Five Million
Baht)
divided into 425,000,000 Shares (Four Hundred Twenty Five Million Shares)
with a par value of 1 Baht (One Baht)
consisted of
Ordinary Shares 425,000,000 Shares (Four Hundred Twenty Five Million Shares)
Preference Shares - Shares ( - )
6.Approve the expansion of scope of duties of the Audit Committee to cover
To review the correction, completeness and reliability of the operational
information reporting and To review the adequacy for the safeguarding of
assets, which shall be specified in the scope of duties and responsibilities
in the Audit Committee Charter.
7.Approve the revision of the Audit Committee Charter according to Item 6
above, which will be effective from February 8, 2005.
Please be informed accordingly.
Respectfully yours,
(M.R. Supadis Diskul)
Managing Director