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Ref No. CSL-AGM-200
Registration No. 0107546000377 |
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2 April 2007 |
| Subject: |
Notice of the Annual General Meeting of Shareholders for the Year 2007 |
| To: |
All Shareholders |
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| Enclosures: |
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7.Details and opinion of Independent Financial Advisor relating to the acquisition of shares in Watta Classified Company Limited IM,IFA |
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8. Proxy Form and list of the documents or other evidence required to confirm eligibility to attend the meeting including details about the Independent Directors
A, B, C, Independent Directors Details |
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The Notice is hereby given by the Board of Directors of CS LoxInfo Public Company Limited (“the Company”) that the Annual General Meeting of Shareholders of the Company for the year 2007 will be held on Monday April 23, 2007 at 14.00 hrs. at the Auditorium 9th Floor Shinawatra Tower 3, No. 1010 Vibhavadee-Rangsit Road, Khet Jatujak, Bangkok Metropolis with the following agenda.
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| Agenda 1 |
Matters to be informed |
| Agenda 2 |
To consider and adopt the Minutes of the Extraordinary General Meeting of Shareholders No.1/2006, held on September 26, 2006
Blackground: The Minutes was prepared within 14 days from the date of the Extraordinary General Meeting of Shareholders and then sent out to the Stock Exchange of Thailand and the Ministry of Commerce as the period stipulated by the law as well as publication on the Company’s website, www.csloxinfo.com Board’s Opinion: The Board recommended that the Minutes of the Extraordinary General Meeting of Shareholders No.1/2006, held on September 26, 2006 be presented to the shareholders. The Minutes has duly been recorded and is further submission to the Annual General Meeting of Shareholders for adoption. The Minutes of the meeting appears in Enclosure 1. |
| Agenda 3 |
To consider and adopt the 2006 Board of Directors’ report on the operating results of the Company
Blackground: The Company summarized the previous operating results for 2006, as appeared in Annual Report as Enclosure 2. Board’s Opinion: The Board recommended that the report on the operating results of the Company and significant changing for the year 2006 for the shareholders’ adoption. Details appear in Annual Report as Enclosure 2. |
| Agenda 4 |
To consider and approve the 2006 Annual Balance Sheets, Profit and Loss Statements and Cash Flow Statements ended on December 31, 2006
Blackground: According to Public Limited Company Act prescribed that the Company have to prepare the Balance Sheets, Profit and Loss Statements for previous year ending, which have been audited by the Auditors with the shareholders’ approval.
Board’s Opinion: The Board recommended that the Balance Sheets, the Profit and Loss Statements, and Cash Flow Statements for the year ended on December 31, 2006, which have been audited and ratified signed by the Auditors from PricewaterhouseCoopers ABAS Limited and also approved by the Audit Committee of the Company, be presented for the shareholders’ approval. Details appear in Annual Report as Enclosure 2.
The 2006 Consolidated Financial Statement and Profit and Loss Statement of the Company and subsidiary companies:
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Total assets |
2,615 |
million Baht |
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Total liabilities |
807 |
million Baht |
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Total revenue |
2,512 |
million Baht |
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Profit from Operating |
342 |
million Baht |
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Net profit |
213 |
million Baht |
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Earning per share |
0.34 |
Baht |
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| Agenda 5 |
To consider and approve the allocation of net profit as legal reserve fund and dividends payment of the year 2006
Blackground: The Company’s policy relating to the dividend payment is no less than 40 percent of net profit after applicable on taxation deduction unless it is necessary. |
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Details of Dividend Payment |
2006 |
2005 |
| Net Profit (Million Baht) |
213 |
196 |
| Number of share (Million Shares) |
625 |
625 |
| Annual Dividend (Baht/share) |
0.74 |
0.45 |
| Total dividend payment (Million Baht) |
462.50 |
281.25 |
| Dividend Payment Proportion compared to net profit |
217.56 |
143.49 |
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According to Public Limited Company Act, the Company shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to legal reserve until this reserve attains an amount not less than ten percent of the registered capital.
Board’s Opinion: The Board recommended that the allocation of the net profit as legal reserve fund at Baht 10.6 million amount and total dividend payment for the year 2006 is in the amount of Baht 0.74 per share calculating to Baht 462.5 million, which consist of the interim dividend payment in first half year in the amount of Baht 0.60 per share calculating to Baht 375,000,000 on September 4, 2006 and dividend payment on operating results for late 6 month period of the year 2006 in the amount of Baht 0.14 per share calculating to Baht 87,500,000, be presented for the shareholders’ approval.
The Company fixed the closing date of the Share Register Book on April 2, 2007 to determine the eligible shareholders on dividend at 12.00 noon and On May 4, 2007 dividend will be paid. |
| Agenda 6 |
To consider the appointment of the Company’s auditors for the year 2007 and fixing of their remuneration
Blackground: The Audit Committee considered and recommended PricewaterhouseCoopers ABAS Limited to be the audit firm of the Company, and its subsidiaries for 2007 due to good criteria and experience as well as regular audit fee.
Board’s Opinion: The Board recommended that the auditors from the PricewaterhouseCoopers ABAS Limited (“PwC”), which have been the auditors of the Company and its subsidiaries, be approved as the Audit Committee proposed. The Board resolved that it be for further submission to 2007 Annual General Meeting of Shareholders for approval of the name list of auditors and their remuneration.
| 1. Mr. Suchart Luensuraswat |
CPA (Thailand) No. 2807
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| 2. Mr. Prasit Yuengsrikul |
CPA (Thailand) No. 4174
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| 3. Ms. Nangnoi Charoenthaveesub |
CPA (Thailand) No. 3044
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| 4. Ms. Suwannee Bhuripanyo |
CPA (Thailand) No. 3371 |
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Anyone of the above auditors can conduct the audit and express an opinion as to the financial statements of the Company. In the event that anyone of the above auditors is not available, PwC is authorized to provide any auditor of PwC who qualifies as a Certified Public Accountant to carry out the work in replacement thereof. The auditor’s remuneration should be fixed at Baht 1,660,925 maximum, which compared 2006 auditors’ remuneration at Baht 1,532,250.
The Audit Firm and their Auditors as above names did not have a relationship and interest with the Company, Executives, Major Shareholders and related persons.
Mr. Suchart Luensuraswat has been appointed to be the Company’s auditor since 2007 and this is the first year. |
| Agenda 7 |
To consider the election of directors in place of those to be retired by rotation and determination of the authorized directors
Background: According to the Articles of Association Clause 16 of the Company prescribed that one-third of all directors must be retired by rotation on the date of Annual General Meeting of Shareholders of every year, For this year, the following three directors are to be retired from office.
| (1) Mr. Yongsit Rojsrivichaikul |
: Director and Executive Committee |
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| (2) Mr. Dumrong Kasemset |
: Director and Chairman of Executive Committee |
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| (3) Mr. Vasant Chatikavanij |
: Director and Executive Director |
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Board’s Opinion: The Board excluding the directors, who have an interest, considered carefully in line with the Nomination Sub-Committee stipulated and it was resolved that be approved as the Nomination Sub-Committee proposed.
7.1 The Board recommended that the following three retiring directors be re-elected:
| (1) Mr. Yongsit Rojsrivichaikul |
: Director and Executive Committee |
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| (2) Mr. Dumrong Kasemset |
: Director and Chairman of Executive Committee
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| (3) Mr. Vasant Chatikavanij |
: Director and Executive Director |
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Details of the age, percentage of shareholding, educational background, work experience, Board of Directors’ meeting attendance record, and contributions to the Company of each director appears in Enclosure 3.
The election of the Company’s directors is to be determined by a majority votes in accordance with the Articles of Association of the Company.
7.2.The Board recommended that the current authorized directors of the Company should be determined as follows: .“Mr. Dumrong Kasemset or Mr. Yongsit Rojsrivichaikul or Mr. Tanadit Charoenchan signs jointly with either Mr. Vasant Chatikavanij or Mr. Viroj Tocharoenvanith or Mr. Mark Chong Chin Kok aggregating 2 persons with the Company’s seal affixed” |
| Agenda 8 |
To consider and approve the appointment of a new director
Background: According to the resolution of the Board no.3/2007 on March 21, 2007, it was resolved that anyone who is independent and respectful, be sought to be the Chairman of the Board. This is consistent with the good corporate governance.
On March 29, 2007 Nomination Sub-Committee and the Board of Directors of the Company had the meeting, considered carefully to seek for four outstanding candidates and selected Professor Wongkulpat Sanidvongs na Ayudyha, M.D. to be a new director of the Company.
Board’s Opinion: The Board recommended that Professor Wongkulpat Sanidvongs na Ayudyha, M.D., be presented to the shareholders’ approval to be a new director of the Company, as appears in Enclosure 3. |
| Agenda 9 |
To consider the Directors’ remuneration of the year 2007
Background: According to the Articles of Association Clause 17 of the Company prescribed that Directors’ remuneration shall be fixed by the shareholders’ meeting. The Remuneration Sub-Committee considered carefully on proper Directors’ remuneration compared with the same industry and the Company’s profit growth.
Board’s Opinion: The Board recommended that the directors’ remuneration for the year 2007 should be fixed at not exceeding Baht 6,000,000. This is an increase of Baht 2 million from 2006. The remuneration consists of Monthly allowance, bonus and the Board meeting remuneration.
In the Board of Directors’ Meeting, the remuneration of the independent director or the external director shall be at Baht 25,000 per one meeting.
In the case that the independent director or the external director is appointed to be a director in sub-committee, the remuneration of the sub-committee meeting shall be at Baht 25,000 per one meeting. If a director presides as the chairman of the sub-committee, the remuneration shall be at Baht 30,000 per one meeting.
However, if a director is the executive who represents the majority shareholders shall not have any remuneration as a director of the Company. |
| Agenda 10 |
To consider and approve the issuance and offering for sale of Warrants to exercise the Company’s ordinary shares to Directors and Employees pursuant to ESOP Grant 5
Background: The Company’s policy is to continue working for a long term and to attract for the best interests to directors and employees. As a result of the Company have the Employees Stock Option Program (“ESOP”) for 5 consecutive year. In the past, four ESOP were issued and offered for sale since 2003. For this year, Warrants were allocated under the ESOP Grant 5, which has been approved by the Remuneration Sub-Committee.
Board’s Opinion: The Board recommended that the ESOP Program Grant 5, be approved to attract for working and the best interests to directors and employees as the Remuneration Sub-Committee proposed. As a result of 8,354,400 units of Warrants should be issued and offered for sale to the directors and employees as the details in the terms and conditions pursuant to ESOP Program Grant 5, as appear in Enclosure 4.
In this connection, the Executive Committee, or person(s) authorized by the Board of Directors shall have the authority to prescribe other terms and conditions pertaining to the issuance of the Warrants, including to applying for approval with the relevant authorities and performing any other necessary actions relating to the issuance and offering for sale of the Warrants. The Remuneration Sub-Committee considered the issuance and offering for sale of Warrants pursuant to ESOP Grant 5 and had an opinion to the Board that Warrants, be approved.
The shareholders’ meeting shall have to pass a resolution to approve the issuance and offering for sale of the Warrants to directors and employees of the Company with no less than three-fourths of the votes of the shareholders attending the meeting and having the right to vote, provided that shareholders holding an aggregate number of shares exceeding ten percent of the votes of shareholders attending the meeting do not oppose the resolution. |
| Agenda 11 |
To consider and approve the allocation of Warrants pursuant to ESOP Grant 5 to Directors and Employees who are entitled to be allocated the Warrants exceeding 5 percent of numbers of Warrants issued and offered
| Director/Employee |
Position |
No. of Warrants Allocated (unit) |
% (of the Program) |
| 1. Mr. Anant Kaewruamvongs |
Director and Managing Director |
2,690,100 |
32.20 |
| 2. Mrs. Aksara Assavapokee |
Senior Director-Finance and Account |
1,186,500 |
14.20 |
| 3. Mr. Anuwat Sanguansupayakorn |
Chief Finance Officer |
917,400 |
10.98 |
| 4. Mr. Pote Punsiripote |
Director-Sale |
715,900 |
8.57 |
| 5. Dr. Somchai Kittichaikoolkit |
Director-Marketing |
540,000 |
6.46 |
Background: According to the Announcement of the Securities and Exchange Commission No. GorJor. 36/2544 Re: Offering for sale of the new securities to directors and employees relating to the allocation exceeding 5% of all securities approved by the Remuneration Sub-Committee and also each of persons approved by shareholders.
The shareholders’ meeting shall pass a resolution to approve the allocation of the Warrants to each of the directors and employees with no less than three-fourths of the votes of the shareholders attending the meeting and having the right to vote, provided that shareholders holding an aggregate number of shares exceeding 5 percent of the total votes of the shareholders attending the meeting do not oppose the resolution.
The Board approved the allocation of ESOP Grant 5 as the Remuneration Sub-Committee proposed.
Board’s Opinion: The Board recommended that the allocation exceeding 5% of the Warrants pursuant to ESOP Program, Grant 5 to each of the above 5 persons because the persons have good knowledge, responsibility, performance, and loyalty for the purpose of the Company benefit. ESOP Project Grant 5 attract the directors and employees for the efficient performance and good operating results of the Company, as opinion of approval by the Remuneration Sub-Committee to the Board, be approved and further submission for the shareholders approval. Details and supporting reason appear in Enclosure 5.
The shareholders’ meeting shall pass a resolution to approve the allocation of the Warrants to each of the directors and employees with no less than three-fourths of the votes of the shareholders attending the meeting and having the right to vote, provided that shareholders holding an aggregate number of shares exceeding five percent of the total votes of the shareholders attending the meeting do not oppose the resolution. |
| Agenda 12 |
To consider and approve the increase of the Company’s registered capital
Background: Due to issuance and offering for sale of Warrants to exercise an ordinary share to directors and employees of the Company pursuant to ESOP Grant 5 in the number of 8,354,400 units. The Company shall allocate the ordinary shares to reserve for exercising as well as the dividend payment in the proportion of more than 50 percent of net profit as a result of the Company have to adjust the right to maintain the right of Warrants holder, which shall not more devaluation than the existing right as stipulated in the Prospectus and Filing Form for offering of sale submitted to the Office of the Securities and Exchange Commission in the number of 3,475,000 shares. Thus 11,829,400 shares to be increase of registered capital have to be increased.
Board’s Opinion: The Board recommended that the increase of registered capital of the Company from Baht 649,020,074 to Baht 660,849,474 by issuance of 11,829,400 ordinary shares, Baht 1 par value per share to reserve for exercising the right in pursuance with the ESOP Program, be presented to the shareholders meeting for approval, as appeared in Enclosure 6. |
| Agenda 13 |
To consider and approve the amendment of Memorandum of Association Clause 4 regarding to the Company’s registered capital
Background: As the Board’s resolution approved the increase of registered capital in Agenda 11 from Baht 649,020,074 to Baht 660,849,474 by issuing 11,829,400 shares, Baht 1 par value per share. Memorandum of Association of the Company shall be amended relating to increase of registered capital.
Board’s Opinion: The Board recommended that the amendment of Memorandum of Association of the Company Clause 4, registered capital, be presented to the shareholders meeting for approval as follow:
“Clause 4 the registered capital of the Company shall be Baht 660,849,474 by dividing into 660,849,474 an ordinary shares, a preference share-none- with Baht 1 par value per share.” |
| Agenda 14 |
To consider and approve the allocation of the new issued ordinary shares with regard to increase of the Company’s registered capital
Background: As the Board’s resolution approved the increase of registered capital at Baht 11,829,400, divided into 11,829,400 shares, Baht 1 par value per share. The Company sought for the approval of the following allocation.
1. 8,354,400 shares are reserved to exercise the rights pursuant to ESOP Grant 5.
2. 3,475,000 shares are reserved to exercise the rights pursuant to ESOP Grant 1, Grant 2, Grant 3 and Grant 4.
Board’s Opinion: The Board recommended that the allocation of the new issued ordinary shares reserve for exercising the right in pursuance with ESOP Program, Grant 5 and the ESOP Program, Grant 1, Grant 2 Grant 3 and Grant 4 due to the conditions of the adjustment to maintain the right of Warrants holder, which shall not more devaluation than the existing right as stipulated in the Prospectus and Filing Form for offering of sale submitted to the Office of the Securities and Exchange Commission, be presented to the shareholders meeting for approval, as appeared in Enclosure 6. |
| Agenda 15 |
To consider and approve the transfer of the legal reserve fund and the reserve fund in excess of the par value to offset for the Company’s accumulated loss due to change of the accounting standard.
Background: Because of the change of accounting standard no.44 and 45 relating to consolidated financial statement and investment in its subsidiary this came in force on January 1, 2007. As a result of the Company had an accumulated loss, according to the Public Limited Company Act, the Company is able to transfer the legal reserve fund and the reserve fund in excess of the par value to offset the Company’s accumulated loss.
Board’s Opinion: The Board recommended that the legal reserve fund and the reserve fund in excess of the par value to offset with the Company’s accumulated loss, be presented to the shareholders meeting for approval. |
| Agenda 16 |
To consider and approve the acquisition of shares in Watta Classified Company Limited
Background: According to the Public Limited Company Act and the Articles of Association of the Company Clause 36 prescribed that the purchase or acceptance of transfer of businesses of other companies or private companies to the Company’s own shall pass with no less than three-fourths of the votes of the shareholders attending the meeting and having the right to vote.
Board’s Opinion: The Board recommended that the acquisition of 120,000 shares, representing 60% of paid-up capital in Watta Classified Company Limited, as appeared in Enclosure 7. |
| Agenda 17 |
To consider other business (if any)
The share register book of the Company will be closed at 12 noon on April 2, 2007 in order to determine those shareholders who are eligible to attend and vote at the meeting until the Annual General Meeting of Shareholders for the year 2007 is adjourned.
All shareholders are cordially invited to attend the 2007 Annual General Meeting to be held on Monday, April 23, 2007 at 14.00 hrs. at the Auditorium 9th Floor Shinawatra Tower 3, No. 1010 Vibhavadee-Rangsit Road, Khet Jatujak, Bangkok, Thailand. The commencement for registration to attend the Meeting will be from 12.00 hours.
For your convenience, if you wish to appoint a person to attend and vote at the Meeting on your behalf, please complete and duly execute only one of the two Proxy Forms (Form B) attached in Enclosure 8, or alternatively you may download only one of three Proxy Forms: Form A, Form B or Form C (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard their shares) from www.csloxinfo.com
In case the shareholders are not able to attend the 2007 Annual General Meeting of Shareholders, you can proxy the independent director of the Company, as Proxy Form in Enclosure 8 to attend and vote at the meeting on behalf of shareholders. |
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By Order of the Board of the Directors
(Dr. Dumrong Kasemset)
Director
CS LoxInfo Public Company Limited |
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