Dividend Announcement and Resolution of BOD no.1/2551
SET. 04/2008
26 Februay 2008
Attn : President of the Stock Exchange of Thailand The Stock Exchange of Thailand
Subject: Dividend Announcement and Resolution of the Board of Directors Meeting no.1/2551
Enclosure:
1. Details of ESOP-W4 Project
2. Capital Increase Report Form
3. Name List and Scope of Work of Board of Audit Committee Form
The Board of Director Meeting of Major Cineplex Group Public Company Limited ('The Company'), No. 1/2008, held on 26 February 2008, has resoluted the important issue as follows:
1. Approved the Company's financial report for year 2007, ended on 31 December 2007, which the auditor has examined and opinion.
2. Approved the Shareholder Meeting to pay dividend for the period of July 1, 2007 to December 31, 2007 of 0.55 baht per share. The Share Register Book of the Company will be closed for the purpose of determining the right of Shareholders to receiving the dividend on April 18, 2008 and fix the date to pay dividend on May 2, 2008.
3. Approved to propose to the Shareholder Meeting to approve the appointment the 4 directors who were retired by rotation as Mr. Chai Charungtanaphiban, Mr. Naruenart Ratanakanok, Mr. Panithan Sethabutra and Mr. Tanakorn Puliwekin to be the directors of the Company again. .
4. Approve to propose to the Shareholder Meeting to approve the remuneration of the directors of the Company for the year 2007 as follow :
4.1 remuneration for attending the directors meeting 6.6 million Baht
4.2 special remuneration 6.0 million Baht
5. Approve to propose to the Shareholder Meeting to appoint the auditors and the remu.eration for audi.tors for the year 2008 as follow :
5.1 Mr.Kajornkiat Arunpirojanakul CPA License no. 3445
5.2 Mrs.Nataporn Panudom CPA License no. 3430
5.3 Mr.Boonmee Ngodngamwong CPA License no. 3673
The above auditors are member of PricewaterhouseCooper ABAS. The remuneration for auditing services which renders to the Company and its subsidiaries is 6.3 million Baht.
6. Approved to propose to the Shareholder Meeting to consider and approve the issuance and offering of warrant to purchas the Company's ordinary shares, total of 15,000,000 units to the Company's directors and employees (ESOP-W4). The details of ESOP-W4 project appears in Annex I.
The C0mpensation Committee have given their consent to the Company's and employees who will be entitled to receive said warrants more than 5 percent of the total warrants issued.
7. Approved to propose to the Shareholder Meeting to approve the decreasing of the Company's registered capital from 906,000,000 baht to be 901,000,000 baht (decreasing 5,000,000 baht). The details is as follows:
7.1 Paid-up Shares 879,932,619 Shares
7.2 Reserved for ESOP-W1 3,878,381 Shares
7.3 Reserved for ESOP-W2 2,189,000 Shares
7.4 Reserved for ESOP-W3 15,000,00 shares
(According to the Shareholder Meeting have reserved 20,000,000 shares, but the allocation for ESOP-W3 is only 13,000,000 units, therefore its necessary to reserve only 13,000,000 shares and another 2,000,000 shares be allocated for reerving in the future).
8. Approved to propose to the Shareholder Meeting to amend Company's Memorandum of Association, clause 4 to comply with the decreasing capital to be read as follows:
Clause 4.
Registered capital of baht 901,000,000 (nine hundred one million baht)
divided into 901,000,000shares (nine hundred one million shares)
with a par value of baht 1 (one baht)categorized into
ordinary shares in number of 901,000,000 shares(nine hundred one million shares)
preference shares in number of - none -9. Approved to propose to the shareholder Meeting to approve the increasing of the Company's registered capital from 901,000,000 baht to be 919,000,000 baht by issuance of new ordinary shares of 18,000,000 shares, with a par value of one baht.
10. Approved to propose to the Shareholder Meeting to amend Company's Memorandum of Association, clause 4 to comply with the increasing capital be read as follows:
Clause 4.
Registered capital of baht 919,000,000(nine hundred nineteen million baht)
divided into 919,000,000shares (nine hundred nineteen million shares)
with a par value of baht 1 (one baht)
categorized into ordinary shares in number of 919,000,000 shares (nine hundred nineteen million shares)
preference shares in number of - none -11. Approved to propose to the shareholder Meeting to allot of 18,000,000 new o0rdinary shares at a par value of one baht each for the below:
11.1 To change the warrant to purchase the Company's ordinary shares to allot to the Company's directors and employees (ESOP-W4) in total of 15,000,000 shares.
11.2 To reserve another 3,000,000 shares for allocating in the future).
11.3 In case that the warrant to purchase the Company's ordinary shares allot to Company's directors and employees (ESOP-W4) is remaining, the committee shall consider and propose to the shareholder meeting to approve.
12. Approve to appoint Board of Audit Committee who were retired by rotation as follows :
1. Mr. Chai CharungtanaphibanChairman of the Board of Audit Committee
2. Mr. Naruenart Ratanakanok Audit Committtee
The Audit Committees above shoul be in the position until the date of the Company's Annual Ordinary Shareholder Meeting no.7/2008.
13. Approved that the Company's the 7/2008 Annual Ordinary Shareholder Meeting, will be held on 4 April 2008 at 10.30 hrs., at Major Cineplex Public Company Limited, Ratchayothin, (Theater no.14) 1839 Phaholyothin Road, Kwang Ladyao, Khet Jatujak, Bangkok. And, the following businesses will be transacted;
Agenda 1 To certify the Minute of the 6/2007 Annual Ordinary Shareholder Meeting
Agenda 2 To receive the 2007 Company's business report and director report.
Agenda 3 To approve Company's Balance Sheet and Profit and Loss Account ending 31 December 2007.
Agenda 4 To approve the dividend to the Shareholders as of 2007.
Agenda 5 To appoint the direcors replace whose retired by rotation.
Agenda 6 To consider and fix the remuneration and meeting fee of director and audit director.
Agenda 7 To consider and appoint the Company's auditor for year of 2008 and to fix auditor remuneration.
Agenda 8 To consider the issuance and offering of warrant to purchase the Company ordinary shares to directors and the employees of the Company (EsoP-W4) in the amount of 15,000,000 unit.
Agenda 9 To approve the issuance and offering to directors and emplyees of the Company who will be entitled to receive said warrants more than 5 percent of the total warrants issued.
Agenda 10 To approve the decreasing of the Company registered capital from 906,000,000 baht to be 900,000,000 baht.
Agenda 11 To approve the amendment of clause 4, Memorandum of Association to comply with the capital decrease.
Agenda 12 To approve the increasing of the Company's registered capital from 901,000,000 baht to be 919,000,000 baht by issuance of new ordinary shares of 18,000,000 shares, with a par value of one baht.
Agenda 13 To approve to the amendment of Company's Memorandum of Association, clause 4 to comply with the capital increase.
Agenda 14 To approve the allotment of 18,000,000 ordinary shares, at par value of one baht .
Agenda 15 Other (if any).
14. The Share Register Book of the Company will be closed for the purpose of determining the right of Shareholders to attend the 7/2008 Annual Ordinary Shareholder Meeting, from 14 March 2008, at 12.00 hrs., until the completion of the said Meeting.
Please be informed accordingly.
Yours faithfully,
(Mr. Chattaphum Khantiviriya)
Chief Financial Officer