Annual General Shareholders Meeting No.7/2008
SET. 15/2551
4 April 2008
Attn : President of the Stock Exchange of Thailand The Stock Exchange of Thailand
Subject: Informing on the Resolutions of the Annual General Shareholders Meeting No.7/2008
The Annual General Shareholders Meeting of Major Cineplex Group Public Company Limited ('the 'Company'), No. 7/2008, held on 4 April 2008 has passed the following resolutions;
1. Approved the minutes of the Annual General Shareholders Meeting No.6/2550 (2007) (with the votes as follows: approved 626,973,151 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,000,000 votes).
2. Acknowledge the result of the operations of the Company for the year 2007 and the Annual Report.
3. Approved the Company's financial statements and profit and loss accounts for year 2007, ended on 31 December 2007, which was audited by the auditor. (with the votes as follows: approved 626,973,151 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,000,000 votes).
4. Approved the payment of dividend for the period during 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 at 12.00 noon. The payment of the dividend will be on Friday, May 2, 2008. The shareholders also acknowledged the payment of the interim dividends at the rate of Baht 0.50 per share which such interim dividends have been already paid on 7 September 2007 (with the votes as follows: approved 627,141,248 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,000,000 votes).
5. Approved the appointment the following 4 directors who were retired by rotation to be the directors of the Company for another term.
(1) Mr. Chai Charungtanaphiban (with the votes as follows: approved 627,136,245 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,005,000 votes).
(2) Mr. Naruenart Ratanakanok (with the votes as follows: approved 627,132,248 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,009,000 votes).
(3) Mr. Panithan Sethabutra (with the votes as follows: approved 627,132,248 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,009,000 votes).
(4) Mr. Tanakorn Puliwekin (with the votes as follows: approved 627,132,248 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,009,000 votes).
6. Approved the payment of the remuneration of the directors of the Company for the year 2007 as follows:
6.1 remuneration 6.6 million Baht divided into;
The meeting allowance:(1) For the Board of Directors: To be paid to the Chairman at the rate of Baht 800,000 per year, and to directors and the independent directors at the rate of Baht 5,000,000 per year.
(2) For the Audit Committee: To be paid to the Chairman of the Audit Committee at the rate of Baht 162,500 per year, and to the other member at the rate of Baht 125,000 per year.
(3) For the Remuneration and Compensation Committee: To be paid to each member of such Committee at the rate of Baht 100,000 per year.
(4) For the Executive Committee: To be paid to the Chairman of the Executive Committee at the rate of Baht 162,500 per year, and to other member at the rate of Baht 250,000 per year.
6.2 special remuneration 6.0 million Baht (with the votes as follows: approved 256,501,135 votes (88 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 4,915,300 votes and abstained 30,000,000 votes).
7. Approved the appointment of the auditors from PricewaterhouseCooper ABAS namely;
Mr.Kajornkiat Arunpirojanakul CPA License no. 3445, Mrs.Nataporn Panudom CPA License no. 3430 and Mr.Boonmee Ngodngamwong CPA License no. 3673. The remuneration of the said auditors shall be at the rate of Baht 6.3 million which such remuneration has included the auditors' fee for the subsidiaries of the Company (with the votes as follows: approved 629,487,373 votes (95 per cent of the total votes of the shareholders attended the meeting and votes at the meeting), disapproved 0 vote and abstained 30,000,000 votes).8. Disapproved the issuance and offering of warrants to the directors and the employees of the Company with 119,580,200 disapproved votes (equivalent to 18.7 per cent of the total votes of the shareholders attended the meeting). In order to pass the resolution in this agenda, there must be the vote approved this agenda of at least 3/4 of the total votes of the shareholders attended the meeting and entitled to vote provided that there shall be no shareholders holding shares more than 10 per cent of the total votes at the meeting object said matter.
Since the agenda 8 (the issuance and offering of the warrants to the directors and the employees) has not been approved by the Shareholders Meeting, there was unnecessary to consider the matters in agenda 9 to agenda 14 which were related to agenda 8. The Company, therefore, had withdrawn the consideration of agenda 9 to agenda 14 from the meeting.
Please be informed accordingly.
Yours faithfully,
(Mr. Chattaphum Khantiviriya)
Chief Financial Officer