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In order to enhance efficient registration process, please bring the proxy along to the meeting
Ref No. CSL-AGM-2008
Registration No. 0107546000377 |
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7 March 2008 |
| Subject: |
Notice of the Annual General Meeting of Shareholders for the Year 2008 |
| To: |
All Shareholders |
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| Enclosures: |
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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 2008 will be held on Wednesday April 9, 2008 at 10.00 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 2007 Annual General Meeting of Shareholders, held on April 23, 2007
Background: The Minutes was prepared within 14 days from the date of the Annual 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 2007 Annual General Meeting of Shareholders, held on April 23, 2007 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 2007 Board of Directors’ report on the operating results of the Company
Blackground:
The Company summarized the previous operating results for 2007, as appeared in Annual Report as Enclosure2.
Board’s Opinion:
The Board recommended that the report on the operating results of the Company and significant changing for the year 2007 for the shareholders’ adoption. Details appear in Annual Report as
Enclosure 2. |
| Agenda 4 |
To consider and approve the 2007 Annual Balance Sheets, Profit and Loss Statements and Cash Flow Statements ended on December 31, 2007
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, 2007, 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 2007 Consolidated Financial Statement and Profit and Loss Statement of the Company and subsidiary companies:
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Total assets |
2,368 |
million Baht |
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Total liabilities |
743 |
million Baht |
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Total revenue |
2,600 |
million Baht |
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Profit from Operating |
391 |
million Baht |
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Net profit |
261 |
million Baht |
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Basic Earning per share |
0.42 |
Baht |
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Diluted earnings per share |
0.42 |
Baht |
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The 2007 Financial Statement and Profit and Loss Statement of the Company:
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Total assets |
1,593 |
million Baht |
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Total liabilities |
402 |
million Baht |
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Total revenue |
1,798 |
million Baht |
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Profit from Operating |
536 |
million Baht |
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Net profit |
490 |
million Baht |
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Basic Earning per share |
0.80 |
Baht |
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Diluted earnings per share |
0.79 |
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 2007
Blackground:
The Company’s dividend policy is to pay dividend no less than 40 percent of net profit after deduction of all taxes, legal reserves and other reserves specified by law and the Company regulations of the stand alone profit and loss statement, if the fund is not required elsewhere and subject to the economic and future project of the Company and the subsidiaries and the payment would have no significant effect on the running of the Company. The dividend payment rate for the year 2006 and 2007 compare as follows:
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Details of Dividend Payment |
2007 |
2006 |
| Net Profit (Million Baht) (1) |
490 |
213 |
| Number of share (Million Shares) |
575.20 (2) |
625 |
| Annual Dividend (Baht/share) |
0.40 |
0.74 |
| Total dividend payment (Million Baht) |
240.40 |
462.50 |
| Dividend Payment Proportion compared to net profit |
49.10 |
217.56 |
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( 1 ) Net profit for the year 2006 is the result from the consolidated financial statements. Net profit for the year 2007 is the result from the company financial statements by Company’s policy relating to the dividend payment ; it’s not equal to Net profit from the consolidated financial statements due to applying new Accounting Standards Policies from 1 January 2007.
( 2 ) The Company has repurchased of shares on the Stock Exchange of Thailand from 27 August 2007 to 22 November 2007 an amount of 51.7 million shares. [Issued and paid-up shares 626.9 million shares, Repurchased shares 51.7 million shares]
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.
Details of Company’s policy relating to the dividend payment appear in Annual Report as Enclosure 2; Page 7, and Title “Dividend Policy”. Board’s Opinion: The Board recommended that the allocation of the net profit as legal reserve fund at Baht 24.5 million amount and total dividend payment for the year 2007 is in the amount of Baht 0.40 per share calculating to Baht 240.4 million, which consist of the interim dividend payment in first half year in the amount of Baht 0.20 per share calculating to Baht 125.4 million and dividend payment on operating results for late 6 month period of the year 2007 in the amount of Baht 0.20 per share calculating to Baht 115 million be presented for the shareholders’ approval.
The Company fixed the closing date of the Share Register Book on April 18, 2008 to determine the eligible shareholders on dividend at 12.00 noon and On May 2, 2008 dividend will be paid.
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| Agenda 6 |
To consider the appointment of the Company’s auditors for the year 2008 and fixing of their remuneration
Background : The Audit Committee considered and recommended KPMG Phoomchai Audit Limited (“KPMG”) to be the audit firm of the Company, and its subsidiaries for 2008 due to good criteria and experience as well as regular audit fee.
Board’s Opinion: The Board recommended that the auditors from the KPMG Phoomchai Audit Limited (“KPMG”), 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 2008 Annual General Meeting of Shareholders for approval of the name list of auditors and their remuneration.
| 1. Mr. Supot Singhasaneh |
CPA ( Thailand) No. 2826
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| 2.
Mr. Winid Silamongkol |
CPA ( Thailand) No. 3378
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Ms. Somboon Supasiripinyo |
CPA ( Thailand) No. 3731
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| 4.
Mr. Charoen Phosamritleart |
CPA ( Thailand) No. 4068 |
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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, KPMG is authorized to provide any auditor of KPMG who qualifies as a Certified Public Accountant to carry out the work in replacement thereof. The auditor’s remuneration should be fixed atBaht 1,650,000 maximum, which compared 2007 auditors’ remuneration at Baht 1,660,925.
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. Winid Silamongkol has been appointed to be the Company’s auditor since 2008 and this is the first year.
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| 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.
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Mr. Mark Chong Chin Kok
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Director and Executive Committee |
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| (2)
Mr. Viroj Tocharoenvanith |
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Director |
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| (3)
Mr. Tanadit Charoenchan |
: Director and Executive Committee |
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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. Mark Chong Chin Kok |
:
Director and Executive Committee |
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| (2)
Mr. Viroj Tocharoenvanith |
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Director
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| (3)
Mr. Tanadit Charoenchan
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Director and Executive Committee |
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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. Viroj Tocharoenvanith or Mr. Mark Chong Chin Kok, aggregating 2 persons with the Company’s seal affixed” |
| Agenda 8 |
To consider the Directors’ remuneration of the year 2008
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.
Details of the Directors’ remuneration of the year 2008 appear in Annual Report as Enclosure 2; Page 30, Title “Corporate Governance”.
Board’s Opinion : The Board recommended that the directors’ remuneration for the year 2008 should be fixed at not exceeding Baht 6,000,000, and equal to the previous year of 2007. The remuneration consists of monthly remuneration, yearly remuneration and meeting allowance.
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.
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| Agenda 9 |
To consider and approve the decrease of capital by reducing par value in order to manage return to shareholders
Background:
During 2005-2007, the Company had net cash inflow much higher than reported net income in the profit and loss statement. This is because the Company recognized high non cash cost or depreciation cost which resulted in lower net profit than net free cash flows. In order to improve shareholders return, the board resolution proposes to return special benefit other than net profit in the form of par reduction. Subsequently each share shall receive pre-tax cash return of 0.75 Baht per share. The fundamentals of the Company remain strong.
Board’s Opinion: The Board recommended that the decrease of capital by reducing par value of the Company from Baht 1 per share to Baht 0.25 per share, paid-up capital from Baht 626,899,344.00 to Baht 156,724,836.00 and registered capital from Baht 660,849,474 to Baht 165,212,368.50 in order to manage return to shareholder s, be proposed to shareholders meeting for consideration.
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| Agenda 10 |
To consider and approve the amendment of Memorandum of Association item 4 to be consistent with the decrease of registered capital
Background:
As the Board recommended the decrease of capital by reducing par value of the Company from Baht 1 per share to Baht 0.25 per share in Agenda 9, paid-up capital from Baht 626,899,344.00 to Baht 156,724,836.00 and registered capital from Baht 660,849,474 to Baht 165,212,368.50 . Memorandum of Association of the Company shall be amended to be consistent with the decrease of registered capital.
Board’s Opinion:
The Board recommended that the amendment of Memorandum of Association of the Company item 4, registered capital, be approved as follow:
“Clause 4 the registered capital of the Company shall be Baht 165,212,368.50 by dividing into 660,849,474 an ordinary shares, a preference share-none- with Baht 0.25 par value per share.”
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| Agenda 11 |
To consider other business (if any)
The share register book of the Company will be closed at 12 noon on March 19, 2008 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 2008 is adjourned.
All shareholders are cordially invited to attend the 2008 Annual General Meeting to be held on Wednesday, April 9, 2008 at 10.00 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 08.00 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 4,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 2008 Annual General Meeting of Shareholders, you can proxy the independent director of the Company, as Proxy Form in Enclosure 4-6 to attend and vote at the meeting on behalf of shareholders.
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By Order of the Board of the Directors
(Prof. Wongkulpat Sanidvongs na Ayudhya)
The Chairman of Board of Directors
CS LoxInfo Public Company Limited
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