NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR 2011 SEAMICO SECURITIES PUBLIC COMPANY LIMITED

Transcription

1 NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR 2011 OF SEAMICO SECURITIES PUBLIC COMPANY LIMITED 28 th April 2011 Seamico Securities Public Company Limited, 16 th Floor, Liberty Square Building, 287 Silom Road, Bangrak, Bangkok Phone No: 66 (0) Fax No: 66 (0) Registration No

2 Content Attachment for the Agenda Items of the Annual General Meeting of Shareholders for 2011 Attachment s Copies of the minutes of the Extraordinary General Meeting of Shareholders No. 1/ (For Agenda Item 2) Annual Report 2010 with the Balance Sheets and Profit and Loss Statements as at 31 st December (For Agenda Item 3 and Agenda Item 4) Information regarding directors retiring by rotation and re-election of directors 3 (For Agenda Item 7) Auditors Information 4 (For Agenda Item 10) Documents required for the attendance of the Annual General Meeting of Shareholders for 2011 Attachment s Options of Proxy Forms 5 Proxy Form A Proxy Form B Proxy Form C : In the case of foreign shareholders who have appointed their custodians in Thailand, they are opt to use either Proxy Form A, B or C, while other shareholders are opt to use either Proxy Form A or B. List of documents or evidences for the attendance of the Shareholders Meeting 6 Articles of Association of the Company with regard to the Shareholders Meeting and Voting Method 7 Map of the Shareholders Meeting Venue 8 Request form to receive Annual Report in a hard copy 9 2/7

3 25 th March 2011 Subject: Invitation to the Annual General Meeting of Shareholders for 2011 Attn: Shareholders of Seamico Securities Public Company Limited According to the Board of Directors of Seamico Securities Public Company Limited, it resolved to hold the Annual General Meeting of Shareholders for 2011 on 28 th April 2011 at 2.00 p.m. at Rajamontien Room, The Montien Hotel, 54 Surawongse Road, Suriyawong, Bangrak, Bangkok 10500, to consider the following agenda items: Agenda Item 1 Message from the Chairman Agenda Item 2 To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2010. Copies of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2010 dated 30 th August 2010, as displayed in Attachment 1. Opinion of the Board of Directors It is proposed that the Meeting certify the aforementioned Minutes. Agenda Item 3 To certify the Company s annual report and the Board of Directors report for The Company s performance report of the year 2010 is shown in the enclosed 2010 Annual Report. (Attachment 2) Opinion of the Board of Directors The Board of Directors resolved to propose the AGM to certify the results of business performance of the Board of Directors for the year Agenda Item 4 To approve the Company s audited balance sheets, profit and loss statements as at 31 st December The Company s financial statements for the year 2010 had been audited by the external auditor and reviewed by the Audit and Risk Management Committee and approved by the Board of Directors. As per the enclosed detail (Attachment 2) of annual report in the year Opinion of the Board of Directors The Board of Directors resolved to propose the AGM to approve the audited balance sheets and profit and loss statements. 3/7

4 Agenda Item 5 To consider not to allocate part of net profit as reserve fund due to the amount of legal reserves is higher than ten percent of the registered capital. The Public Limited Company Act B.E. 2535, Section 116 stated that the Company must appropriate annual net profit to reserve fund at least 5 percent of the annual net profit after deduction of retained loss carry forward (if any) until the reserve fund reach 10 percent of the registered capital. At the year ended 2010, the Company has legal reserves of Baht 108,383,352 which is higher than 10% of registered capital. Opinion of the Board of Directors The Board of Directors resolved to propose the AGM to approve not to allocate part of net profit as reserve fund due to the amount of legal reserves is higher than 10 percent of the registered capital. Agenda Item 6 To acknowledge the recent capital return during the year 2010 that the Board proposed no further dividend for the end of year 31 st December The Company has a policy to pay dividend only when the Company is profitable and have sufficient liquidity for performing its normal business and need to be approval by shareholders. Opinion of the Board of Directors During the year 2010, the Company returned cash from the reduction of its registered capital and paid-up capital to shareholders at Baht 0.50 per share with the total amount at Baht 406,800, that was paid out on 28 th December The Board of Directors resolved to propose no further dividend for the end of year 31 st December Agenda Item 7 To consider and approve the election of new directors to replace the retiring directors by rotation. The Company was allowed the shareholders who hold shares of at least 3% of paid-up capital to nominate or named the candidates for directorship from 2 nd December 2010 to 31 st January Unfortunately, no one was proposed for any elected candidates. 4/7

5 (continue) The Board of Directors recommended that all 4 directors who were retired by rotation have full qualification complying with the Public Company Act B.E They are capable of knowledge and expertise in the Company business which devote and contribute to develop Company business progressively therefore, the Board of Directors recommends that the following directors be re-elected. 1. Mr. Kenneth K.H. Lam - Non-authorized Director 2. Mr. Praphant Asva-aree - Independent Director - Member of Audit and Risk Management Committee 3. Mr. James M. Kelso - Independent Director - Chairman of Audit and Risk Management Committee 4. Mr. Peter J. Emblin - Non-authorized Director (Details of directors qualification, meeting attendance record, percentage of shareholdings, directorships in other companies, other related relationships and nomination procedure to be selected as per Attachment 3) Opinion of the Board of Directors The Board of Directors resolved to propose all of those 4 directors who were retiring from the Company s directorship to be re-elected. The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order. Agenda Item 8 To consider and approve directors fee for the year 2011 not exceed Baht 4,000,000 per year. The Board of Directors had proposed the directors fee which had been thoroughly considered numerous factors and references from the similar industries including the future business expansions. The 2011 remunerations consist of the retainer fee and attendance fee. The total retainer fee and attendance fee for directors and member of each sub-committee is not exceed Baht 4,000,000 per year (same amount as year 2010). The Board of Directors will determine directors remuneration policy in accordance with the roles and responsibilities of a director and a member of sub-committee which reference from the similar industries. Actual directors fee for 2010 was Baht 3,535,000. 5/7

6 (continue) Sub-committees of the Company 1. Executive Committee 2. Audit and Risk Management Committee 3. Nominating and Compensation Committee 4. Corporate Governance Committee (Scope of duties and responsibilities of sub-committees are set out in 2010 Annual Report under Committee and Responsibilities ) Opinion of the Board of Directors The Board of Directors resolved to propose the AGM to approve total directors fee for the year 2011 not exceeding Baht 4,000,000 with the detail and criteria as proposed. The resolution for this agenda item shall be passed by a vote of not less than twothirds of the total number of votes of the shareholders attending the meeting. Agenda Item 9 To consider and approve directors bonus at Baht 2,000,000 in total. The Board of Directors had considered directors bonus at Baht 2,000,000 in total. Opinion of the Board of Directors The Board of Directors resolved to propose the AGM to approve directors bonus for Baht 2,000,000 in total. The resolution for this agenda item shall be passed by a vote of not less than twothirds of the total number of votes of the shareholders attending the meeting. Agenda Item 10 To consider and approve the appointment of auditor and fix their audit fee for The Public Limited Company Act B.E. 2535, Section 120 stated that the appointment of the auditors and fix their audit fee must be approved by the Annual General Meeting of Shareholders. Opinion of the Board of Directors The Board of Directors as agreed by the Audit and Risk Management Committee recommends that Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. be appointed as auditors of the Company for The name of auditors are as follows: 1. Dr. Suphamit Techamontrikul Certified Public Accountant (Thailand) No (Signed the Company Financial Statements for 3 years since 2008) 2. Mr. Niti Jungnitnirundr Certified Public Accountant (Thailand) No (Never signed the Company Financial Statements) 3. Mr. Chavala Tienpasertkit Certified Public Accountant (Thailand) No (Never signed the Company Financial Statements) 6/7

7 Opinion of the Board of Directors (continue) Those auditors have been appointed as the Company s auditors since The above auditors have good track records and are independent persons and have no conflict of interests with the Company, subsidiaries, management, major shareholders, any or their related persons. The Board of Directors, with the advice of the Audit and Risk Management Committee, resolved to propose the AGM to approve the audit fees for 2011 at Baht 600,000, not including non-audit fee. Last year the audit fee for the Company was Baht 890,000 and Baht 260,000 for subsidiary. The auditors are also the Company s subsidiary and associate auditors. (Details about auditors are displayed in Attachment 4) Agenda Item 11 Other matters (if any) The shareholders who hold the shares not less than one-thirds of the paid-up shares may request the meeting to consider any other business. Please be invited to attend the Meeting at the date, time and venue as stated above. If any shareholder wishes to authorize its proxy to attend the Meeting and vote on his/her behalf, please complete the proxy form enclosed herewith and bring along the documents or proofs of his/her identity, as listed in the enclosed Attachment, for the attendance of the Meeting in order to hand in or submit to the officer assigned by the Chairman prior to the commencement of the Meeting. The Company determines the names of shareholders who shall be entitled to attend the Annual General Meeting of Shareholders for 2011 (Record Date) on 14 th March 2011, and gathering the names of shareholders under Section 225 of the Securities and Exchange Act B.E (as amended) by closing the share register book and suspension of share transfer on 15 th March Sincerely yours, (Mr. Chaipatr Srivisarvacha) Chairman of the Executive Committee and President 7/7