ข่าวแจ้งตลาดหลักทรัพย์
Report of the Resolutions of AGM of 2007
No. MD.055/2007
April 20, 2007
Re:Report of the Resolutions of Annual General Meeting of 2007
To:President
The Stock Exchange of Thailand
Bangkok Aviation Fuel Services Public Company Limited held the Annual General
Meeting of 2007 on April 20, 2007, starting from 10:00 hrs. and the meeting
passed the following resolutions:
Agenda 1 To Approve the Minutes of Annual General Meeting of 2006
Resolution The voting comprised agreed 308,846,225 votes or 99.97%; disagreed
0 votes or 0%; and abstained 100,000 votes or 0.03%. It is resolved that the
Meeting by majority of the total entitled votes approved the minutes of Annual
General Meeting of 2006.
Agenda 2 To Consider the Report of the Board of Directors regarding the
Performance of the Company in the Year 2006 and Future Operation Plan
Resolution The voting comprised agreed 313,523,804 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0 %. It is resolved that the Meeting by
majority of the total entitled votes approved the Report of the Board of
Directors regarding the Performance of the Company in the Year 2006 and Future
Operation Plan as proposed.
.
Agenda 3 To Consider Approving the Balance Sheet and the Earnings Statement for
the Year 2006
Resolution The voting comprised agreed 313,541,834 votes or 100 %; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting by
majority of the total entitled votes approved the balance sheet and earning
statement for the year 2006 as proposed.
Agenda 4 To Consider Allocation of Profits and Reserve Fund
Resolution The voting comprised agreed 313,541,834 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting by
majority of the total entitled votes approved the allocation of profits and
reserve funds as proposed as follows:
(Unit : Thousand Baht)
Dividends for the year 2006 263,499
Reserve for Investment Expansion 46,147
General Reserve 46,147
Profit Carried Forward to 2007 576,246
In addition, the interim dividend was already paid at the rate of Bht 0.20 per
share, therefore, the dividend to be paid at this time shall be at the rate of
Bht 0.42 per share and will be paid on May 18, 2007 to the shareholders whose
names appear in the share register at 12.00 hrs. of May 2, 2007
Agenda 5 To Consider Approving the Decrease of Registered Capital of the Company
with the Condition that the Dividend Payment will be partially made by way of
issuance of Ordinary Shares of the Company
Resolution The voting comprised agreed 313,541,834 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting with
more than three-fourths of the total entitled votes approved the decrease of
registered capital of the Company by reducing the unsold authorized share
capital of 1,630 ordinary shares with a par value of Baht 1 per share, resulting
in the decrease in registered capital by Baht 1,630 from Baht 425,000,000 to be
Baht 424,998,370 with the condition that the dividend payment will be partially
made by way of issuance of ordinary shares of the company as proposed.
Agenda 6 To Consider Approving the Amendment to Item 4 of the Memorandum of
Association so as to Reflect the Decrease of the Company's Registered Capital
with the Condition that the Dividend Payment will be partially made by way of
issuance of Ordinary Shares of the Company
Resolution The voting comprised agreed 313,546,834 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting with
more than three-fourths of the total entitled votes approved the amendment to
Item 4 of the Memorandum of Association so as to reflect the decrease of the
Company's registered capital to be:
Item 4 Amount of Registered Capital 424,998,370 Baht (Four Hundred Twenty Four
Million Nine Hundred Ninety Eight Thousand Three Hundred Seventy Baht)
divided into 424,998,370 Shares (Four Hundred Twenty Four Million Nine Hundred
Ninety Eight Thousand Three Hundred Seventy Shares)
with a par value of 1 Baht (One Baht) consisted of Ordinary Shares 424,998,370
Shares(Four Hundred Twenty Four Million Nine Hundred Ninety Eight Thousand
Three Hundred Seventy Shares)
Preference Shares-Shares( - )
with the condition that the dividend payment will be partially made by way of
issuance of ordinary shares of the company as proposed.
Agenda 7 To Consider Approving the Increase of Registered Capital of the Company
with the Condition that the Dividend Payment will be partially made by way of
issuance of Ordinary Shares of the Company
Resolution The voting comprised agreed 313,546,834 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting with
more than three-fourths of the total entitled votes approved the increase of
registered capital of the Company from 424,998,370 to be Baht 509,998,044 by
issuing new 84,999,674 ordinary shares with a par value of Baht 1 per share,
amounting to Baht 84,999,674 increase of registered capital with the condition
that the dividend payment will be partially made by way of issuance of ordinary
shares of the company as proposed.
Agenda 8 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 that the Dividend Payment will be partially made by way of
issuance of Ordinary Shares of the Company
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting with
more than three-fourths of the total entitled votes approved the amendment to
Item 4 of the Memorandum of Association so as to reflect the increase of the
Company's registered capital to be:
Item 4 Amount of Registered Capital 509,998,044 Baht (Five Hundred Nine Million
Nine Hundred Ninety Eight Thousand Forty Four Baht)
divided into 509,998,044 Shares (Five Hundred Nine Million Nine Hundred Ninety
Eight Thousand Forty Four Shares)
with a par value of 1 Baht (One Baht)
consisted of Ordinary Shares 509,998,044 Shares (Five Hundred Nine Million Nine
Hundred Ninety Eight Thousand Forty Four Shares)Preference Shares-Shares( - )
with the condition that the dividend payment will be partially made by way of
issuance of ordinary shares of the company as proposed.
Agenda 9 To Consider Paying Cash Dividend and Stock Dividend
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting by
majority of the total entitled votes approved the dividend from the operation
of the Company for the last 6 months of 2006 at the rate of Baht 0.42 per share,
totaling Baht 178.5 million by paying cash dividend and stock dividend as
follow:
1) Paying cash dividend at the rate of Baht 0.22 per share, totaling Baht 93.5
million.
2) Paying stock dividend totaling 84,999,674 ordinary shares (with a par value
of Baht 1) to the shareholders of the Company at the ratio of 5 existing shares
to 1 new share, totaling Baht 84,999,674, or at the rate of Baht 0.20 per share.
In case that any shareholder has a remaining fraction of less than 5 shares,
the dividend therefore would be paid in the form of cash dividend instead at the
rate of Baht 0.20 per share.
The dividends will be paid on May 18, 2007 to the shareholders whose names
appear in the share register at 12.00 hrs. of May 2, 2007.
Agenda 10 To Consider the Election of Directors in place of those who Retired
by Rotation
Resolution The voting for each nominated director is as follows
1.Mr. Palakorn Suwanrath to be Independent Director
The voting comprised agreed 313,554,144 votes or 100%; disagreed 0 votes or
0%; and abstained 0 votes or 0%.
2. Mr. Thepparit Vesurai to be Director
The voting comprised agreed 313,554,144 votes or 100%; disagreed 0 votes or
0%;and abstained 0 votes or 0%.
3. Mr. Danai Nanasombat to be Director for another term
The voting comprised agreed 313,554,144 votes or 100%; disagreed 0 votes or
0%;and abstained 0 votes or 0%.
4. Mr. Vinai Chamlongrasdr to be Director for another term
The voting comprised agreed 313,204,144 votes or 99.89%; disagreed 0 votes
or 0%; and abstained 350,000 votes or 0.11%.
5. Mr. Visut Montrivat to be Independent Director for another term
The voting comprised agreed 313,554,144 votes or 100%; disagreed 0 votes
or 0%; and abstained 0 votes or 0%.
It is resolved that the Meeting by majority of the total entitled votes
elected 5 directors as proposed.
In addition, the Meeting acknowledged the criteria for shareholders to propose
the director nominee via Nominating procedure, as follows:
1. Being the shareholder of the Company which can be either one shareholder or
several shareholders combined.
2. Holding minimum shares in an amount of 0.05 percent of total shares either
by one shareholder or several shareholders combined.
3. Must have continuously held those shares in clause 2 for at least one year
before the date the shareholder proposes the director nominee and hold those
shares until such date.
The shareholder, who fully qualified as in the criteria above, can submit the
letter via mailing to Managing Director or Executive Assistant of Legal and
Securities of the Company or via the Company's web-site during December 1 to
January 5 of each year.
Agenda 11 To Consider Approving the Amendment to the Signing Conditions for
the Company's Authorized Directors
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting by
majority of the total entitled votes approved the amendment to the signing
conditions for the Company's authorized directors as proposed as follows:
Existing condition:Any two directors (who are not independent directors)
jointly sign together with the Company' seal affixed, provided they are not
from the same group of directors.
New condition: Any two directors (who are not independent directors)
jointly sign together with the Company' seal affixed.
And fixed the name and number of the Company's authorized directors as
follows:
ACM Narongsak Sangapong, Mr. Kobchai Srivilas, Flight Lieutenant Pisal
Chayakula, Mr. Vinai Chamlongrasdr, Mr. Nattachak Pattamasingh Na Ayuthaya,
Mr. Bancha Pattanaporn, Mr . Danai Nanasombat, Mr. Navee Lertphanichkul,
Mr. Thepparit Vesurai, M.R. Supadis Diskul
Any two of ten directors jointly sign together with the company's seal affixed.
Agenda 12 To Consider Approving the Amendment to Item 3 of the Memorandum
of Association, regarding the Objectives of the Company
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0 %. It is resolved that the Meeting with
more than three-fourths of the total entitled votes approved amendment to Item 3
of the Company's Memorandum of Association by adding 3 new objectives of the
Company as proposed as follows:
13) To be engaged in all types of business in providing or hiring a service
of administration and management and business operation for the affiliated
companies or other business relating or consequential to the businesses
stipulated in Clause 1) and 2) of the Company's objectives.
14) To be engaged in the business of bidding for hire of work purchase or sale
of goods under the Company's objectives with any person, group of persons,
juristic person, authority and governmental body within and outside of the
country.
15) To be engaged in the business of providing service of management and
overseeing interest and collection thereof and managing other's assets.
Agenda 13 To Consider Appointing the External Auditors and their Remuneration
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting by
majority of the total entitled votes approved the appointment of Resolved to
appoint Mrs. Kesree Narongdej, Certified Public Accountant Registration number
76, or Mrs. Natsarak Sarochananchin, Certified Public Accountant Registration
number 4563 of A.M.T. & Associates to serve as the Company's external auditor
for the year 2007, either of whom may audit and make any comment on the
Company's financial statement. In addition, the shareholders approved the
annual audit fee for the year 2007 of Baht 676,000 as proposed.
Agenda 14 To Consider the Directors' Remuneration for the Year 2006, Monthly
Remuneration and Meeting Allowance
Resolution The voting comprised agreed 313,554,144 votes or 100%; disagreed 0
votes or 0%; and abstained 0 votes or 0%. It is resolved that the Meeting with
more than two-thirds of the total entitled votes approved the director's
remuneration for the year 2006, monthly remuneration and meeting allowance as
proposed.
Agenda 15 Other business
- None -
Please be informed accordingly.
Respectfully yours,
(M.R. Supadis Diskul)
Managing Director
Legal and Securities Division
Tel 02-565-3811-8 ext.513, 532