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In order to enhance efficient registration process, please bring along the proxy to the meeting.
Ref No. CSL-AGM-2010
Registration No. 0107546000377 |
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Date : 5 March 2010
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Subject: |
Notice to the Annual General Meeting of Shareholders for the Year 2010 |
To: |
All Shareholders |
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Enclosures: |
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2.
Annual report of the Board of Directors and the Company’s financial statements for the year ended 31 December 2009
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3. Information on Auditors’ profile
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4. Information about directors who are retired by rotation and proposed to be re-elected
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5. Capital Increase Report Form dated 17 February 2010
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6. Shareholders’ Meeting Registration Form
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7. Proxy Form B. as prescribed by the Department of Business Development, the Ministry of Commerce (Form A and Form C can be downloaded from the Company's Website)
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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 2010 will be held on Wednesday April 7, 2010, 10.00 hrs., at the Auditorium, 9th Floor Shinawatra Tower 3, No. 1010 Vibhavadee-Rangsit Road, Khet Jatujak, Bangkok Metropolitant with the following agenda. |
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| Agenda 1 |
Matters to be informed |
| Agenda 2 |
To consider and adopt the Minutes of the 2009 Annual General Meeting of Shareholders, held on April 8, 2009
Background : The Minutes was prepared and submitted to the Stock Exchange of Thailand within 14 days from the date of the Annual General Meeting of Shareholders as well as published on the Company’s website, www.csloxinfo.com
Board’s Opinion:
The Board was of the opinion that the Minutes of the 2009 Annual General Meeting of Shareholders has duly been recorded, accurate, and fairly covered all material matters. Therefore, it should be presented 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 2009 Board of Directors’ report on the operating results of the Company
Blackground:
In order for the shareholders to acknowledge the business information of the Company for consideration and/or making investment decisions, the Company summarized the operating results of the year 2009 as appeared in Annual Report as Enclosure 2.
Board’s Opinion:
The Management and the Board has reviewed the accuracy of the information and were of the opinion that the report was complete and in compliance with the law and regulations of the Stock Exchange of Thailand and Securities and Exchange Commission, and agreed for the operating results of the Company and significant changes in 2009 be presented for the shareholders’ adoption. Details appear in the Annual Report as Enclosure 2. |
| Agenda 4 |
To consider and approve the 2009 Annual Balance Sheets, Profit and Loss Statements and Cash Flow Statements ended on December 31, 2009
Blackground:
According to the Public Limited Company Act which prescribed that the Company has to prepare the Balance Sheets, and Profit and Loss Statements of the previous year ending, which have been audited by the Auditors for 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 December 31, 2009, which have been audited and ratified by the Auditors from KPMG Phoomchai Audit Limited and also agreed to by the Audit Committee as well as the Board of the Company, be presented for the shareholders’ approval. Major highlight of the 2009 operating results and financial position of the Company are as follows.
Consolidated Balance Sheet and Profit and Loss Statement of the Company and subsidiary companies:
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Total assets : |
1,983 |
million Baht |
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Total liabilities : |
935 |
million Baht |
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Total Shareholders’ Equity |
1,048 |
million Baht |
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Total revenue : |
2,614 |
million Baht |
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Profit from Operation : |
391 |
million Baht |
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Net profit : |
287 |
million Baht |
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Basic Earnings per share : |
0.49 |
Baht |
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Diluted Earnings per share : |
0.49 |
Baht |
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Balance Sheet and Profit and Loss Statement of the Company (Separate Financial Statements) :
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Total assets : |
1,466 |
million Baht |
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Total liabilities : |
666 |
million Baht |
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Total Shareholders’ Equity |
800 |
million Baht |
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Total revenue : |
1,630 |
million Baht |
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Profit from Operation : |
288 |
million Baht |
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Net profit : |
242 |
million Baht |
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Basic Earnings per share : |
0.42 |
Baht |
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Diluted Earnings per share |
0.41 |
Baht |
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Details appear in Annual Report as Enclosure 2.
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| Agenda 5 |
To consider and approve the dividends payment of the year 2009
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 dividends payment for the year 2008 and 2009 are as follows:
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Details of Dividend Payment |
2009 |
2008 |
| Net Profit on Separate financial statements (Million Baht) |
241.77 |
382.21 |
| Profit from operation (Million Baht) |
287.73 |
457.75 |
| Number of shares (Million Shares) |
587.66 (2) |
577.69 (1) |
| Total Dividend per share (Baht/share) |
0.41 |
0.72 |
| Total dividend payment (Million Baht) |
240.29 |
415.94 |
| Dividend Payout Ratio (%) |
99.39 |
108.82 |
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The Company has repurchased shares in the Stock Exchange of Thailand from 27 August to 22 November 2007 at the amount of 51.7 million shares. [As at 31 December 2008, Issued and paid-up shares were 629.4 million shares - Repurchased shares were 51.7 million shares]
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The Company has repurchased shares in the Stock Exchange of Thailand from 27 August to 22 November 2007 at the amount of 51.7 million shares. [As at 31 December 2009, Issued and paid-up shares were 639.4 million shares - Repurchased shares were 51.7 million shares]
Details of Company’s policy relating to the dividend payment appears in the Annual Report as Enclosure 2; Page 4 and 136, Title “Dividend Payment and Dividend Policy”. Board’s Opinion:
The Board recommended that dividend payment for year 2009 for the last 6 months operating results of Baht 0.27 per share, totaling Baht 158.67 million, be presented for the shareholders’ approval. Interim dividend payment of Baht 0.14 per share, totaling Baht 81.62 million, according to the Board’s resolution on August 11, 2009 shall be reported to the shareholders pursuant to the Articles of Association Clause 44. Total dividend payment for 2009 operating results was at Baht 0.41 per share, totaling Baht 240.29 million.
The Record Date of t he eligible shareholders for the dividend would be on April 19, 2010. The closing date of the shareholders register book according to Section 225 of the Securities and Exchange Act would be on April 20, 2010. The dividend disbursement would be on May 4, 2010.
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| Agenda 6 |
To consider and approve appointment of the Company’s auditors for the year 2010 and fixing of their remuneration
Background : The Public Limited Company Act prescribed that the shareholders’ meeting shall approve the appointment of the Company’s auditors and fixing of their remuneration. For 2010, the Audit Committee considered and recommended KPMG Phoomchai Audit Limited (“KPMG”) to be the audit firm of the Company and its subsidiaries, based on their performance, experiences, and the appropriate audit fee.
Board’s Opinion: The Board concurred with the recommendation of the Audit Committee, the proposal of the auditors from KPMG Phoomchai Audit Limited (“KPMG”) to be the auditors of the Company and its subsidiaries for 2010 for the 3 rd year with their appropriate audit fee, and resolved to propose to 2010 Annual General Meeting of Shareholders for further approval of the name list of auditors and their remuneration, as follows.
| 1. Mr. Supot Singhasaneh |
CPA ( Thailand) No. 2826
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| 2.
Mr. Winid Silamongkol |
CPA ( Thailand) No. 3378
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| 3.
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 on the annual statutory financial statements of the Company. In the absence of the above named auditors, KPMG is authorized to identify one other CPA with KPMG to carry out the work. In 2010, the auditor’s remuneration should be fixed atthe amount not exceed Baht 1,650,000. The said remuneration was the same as in 2009.The details are as follow:
Unit : million Baht ----------
| Audit Fee and Other Fee |
2010 |
2009 |
Audit Fee
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1.65 |
1.65 |
Other Fee
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1.20 |
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The 2010 audit fee of the Company is settle not exceed Baht 1.65 million (the 2009 audit fee was Baht 1.65 million). Besides, in 2010, there is a professional service fee for IFRS conversion project paid to related entity of KPMG approximately Baht 1.2 million. The project is to prepare the Group financial statement according to the new accounting standard or to the IFRS, which will be effective in 2011.
In the previous year, the Company did not receive any other services provided by the office of auditor or its related person.
The audit firm and its above named auditors do not have relationship and interest with the Company, executives, major shareholders and their related persons. The details and profiles of the auditors appear in Enclosure 3.
In 2010, Mr. Winid Silamongkol would be appointed as the Company’s auditor for the third 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
7.1 To consider electing directors in place of those to be retired by rotation
Background:
Clause 16 of the Articles of Association of the Company prescribed that at every Annual General Meeting, one-third of the directors, who has held office for the longest term, shall retire by rotation. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. A director, who vacates office, may be re-elected. There are four directors to retire by rotation this year. The name list are as follows.
| (1)
Prof. Wongkulpat Snidvongs na Ayudhya
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: Independent Director |
| (2)
Mr. Arak Chonlatanon
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: Director |
| (3)
Mr. Yongsit Rojsrivichaikul
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: Director |
| (4) Mr. Krittiya Veeraburus |
: Director |
Board’s Opinion:
The Board, in exclusion of the directors who have the interest, duly considered with the nomination guidelines stipulated by the Board and resolved to concur with the recommendations of the Nomination and Corporate Governance Sub-Committee as follows.
The Board recommended that the following three retiring directors to be re-elected:
| (1) Prof. Wongkulpat Snidvongs na Ayudhya |
: Independent Director |
| (2) Mr. Arak Chonlatanon |
: Director |
| (3) Mr. Yongsit Rojsrivichaikul |
: Director |
Directorship of Mr. Krittiya Veeraburus shall be considered ceased due to his resignation which came in force on January 18, 2010. The Nomination and Corporate Governance Sub-Committee recommended the director position to left vacant. Board of Directors of the Company will be consisted of 9 directors.
Details of the definition of independent directors appear in the Annual Report as Enclosure 2; Page 47, Title “Corporate Governance”. The information of age, percentage of shareholding, educational background, work experience, Board of Directors’ meeting attendance record, and contributions to the Company of each director appear in Enclosure 4.
7.2 To consider determining authorized directors
Background :
Due to the election of directors in agenda 7.1, the authorized directors of the Company should be determined as follows:
“Mr. Arak Chonlatanon, Mr. Yongsit Rojsrivichaikul, Mr. Tanadit Charoenchan, Mr. Wong Tuan Keng Alan, any two out of the four directors signing jointly with the Company’s seal affixed”
Board’s Opinion : The Board duly considered and recommended the authorized directors of the Company be determined as follows:
“Mr. Arak Chonlatanon, Mr. Yongsit Rojsrivichaikul, Mr. Tanadit Charoenchan, Mr. Wong Tuan Keng Alan, any two out of the four directors signing jointly with the Company’s seal affixed”
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| Agenda 8 |
To consider and approve the Directors’ remuneration for the year 2010
Background:
Clause 17 of the Articles of Association of the Company prescribed that Directors’ remuneration shall be fixed by the shareholders’ meeting. The Remuneration Sub-Committee considered carefully for a proper Directors’ remuneration by making comparison with companies in the same industry and the growth of Company’s profit.
Details of the Directors’ remuneration appear in the Annual Report as Enclosure 2; Page 54, Title “Corporate Governance”.
Board’s Opinion : The Board concurred with the recommendation of the Remuneration Sub-Committee since the payment conditions and the quantum was close to those in 2009. Directors’ remuneration for the year 2010 should be fixed at not exceeding Baht 6,000,000 equal to the year 2009. The remuneration would consist of monthly remuneration, yearly remuneration and meeting allowance.
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The executive directors and the directors representing for the majority shareholders are not entitled to any remuneration as director of the Company.
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Chairman of the Board would be remunerated by a monthly allowance but not the Meeting allowance.
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In the Board of Directors’ Meeting, the remuneration of the independent directors or the external directors shall be the meeting allowance, at Baht 25,000 per one meeting. (the same as in 2009)
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In case that an independent director or external director is appointed as a sub-committee member, his or her remuneration from attending the sub-committee meeting shall be at Baht 25,000 per one meeting. If the director presides over a sub-committee meeting, the remuneration shall be at Baht 30,000 per one meeting. (the same as in 2009)
Summary of Director’ Remuneration
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Year 2010 |
Year 2009 |
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Monthly Allowance /
Meeting Allowance
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Bonus |
Monthly Allowance /
Meeting Allowance |
Bonus |
| 1.Monthly Allowance |
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The Board of Directors |
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 Chairman |
120,000 Baht / month |
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70,000
Baht / month |
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| 2.Meeting Allowance |
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The Board of Directors |
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Member |
25,000 Baht / person / meeting |
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25,000 Baht / person / meeting |
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Sub-Committee |
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Chairman |
30,000 Baht / person / meeting |
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30,000Baht / person / meeting |
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Member |
25,000 Baht / person / meeting |
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25,000 Baht / person / meeting |
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| Agenda 9 |
To consider and approve the decrease of the Company’s registered capital
Background:
The Company has reserved 5,678,038 shares for the exercise of ESOP Warrant Grant I holders. However, the ESOP was expired on May 13,2009 with no exercise. Therefore, the reserved shares shall be cancelled according to Section 140 of the Public Limited Company Act by decreasing both the registered shares and registered capital, as follow.
Decrease registered shares for 5,678,038 shares from 674,542,474 shares to 668,864,436 shares. Decrease registered capital by Baht 1,419,509.50 from Baht 168,635,618.50 to Baht 167,216,109
Board’s Opinion: The Board concurred with the proposal of the decrease of registered capital of the Company from Baht 168,635,618.50 to Baht 167,216,109 by way of decreasing 5,678,038 registered shares at the par value of Baht 0.25 per share, according to Section 140 of the Public Limited Company Act due to expiry of ESOP Warrant Grant I, be presented to the shareholders meeting for approval.
According to the Articles of Association of the Company regarding to the approval of decrease of the Company’s registered capital , it requires a vote of not
less than three-fourth of total number of shareholders present at the meeting and entitled to vote .
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| Agenda 10 |
To consider and approve the amendment of Memorandum of Association Clause 4 consistent with the decrease of the Company’s registered capital
Background:
As the Board recommended the decrease of registered capital in Agenda 9 from Baht 168,635,618.50 to Baht 167,216,109, Clause 4 of the Memorandum of Association of the Company shall be amended consistent with the decrease of registered capital.
Board’s Opinion:
The Board recommended that the amendment of Clause 4 of the Memorandum of Association of the Company regarding the registered capital, be presented to the shareholders meeting for approval as follow:
Clause 4 The Company’s Registered Capital 167,216,109 Baht
| Divided into: |
Ordinary Share |
668,864,436 shares |
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Preference Share |
-None- |
Each share value |
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0.25 Baht |
According to the Articles of Association of the Company regarding to the approval of amendment of Memorandum of Association , it requires a vote of not less than three-fourth of total number of shareholders present at the meeting and entitled to vote.
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| Agenda 11 |
To consider and approve the increase of the Company’s registered capital
Background:
According to the prospectus and ESOP filing form stipulated that the rights of the warrant holders in the ESOP Program shall not be diluted in the case that the dividend is paid more than 50% of net profit. I n 2009, the Company paid dividends more than 50% of net profit. As a result, the Company needs to increase the registered capital 2,750,000 shares to reserve for the exercise of the warrants following the adjustment of exercise price and exercise ratio of the warrants.
Increase registered shares for 2,750,000 shares from 668,864,436 shares to 671,614,436 shares.
Increase registered capital for 687,500 Baht from 167,216,109 Baht to 167,903,609 Baht
Board’s Opinion: The Board concurred with the proposal of the increase of registered capital of the Company from Baht 167,216,109 to Baht 167,903,609 by way of issuing 2,750,000 ordinary shares at par value of Baht 0.25 per share to reserve for exercising of the warrants in pursuance with the ESOP Program, be presented to the shareholders meeting for approval with details appeare in Enclosure 5.
According to the Articles of Association of the Company regarding the approval of increase of the Company’s registered capital , it requires a vote of not less than three-fourth of total number of shareholders present at the meeting and entitled to vote.
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| Agenda 12 |
To consider and approve the amendment of Memorandum of Association Clause 4 consistent with increase of the Company’s register capital
Background : As the Board recommended the increase of registered capital in Agenda 11 from Baht 167,216,109 to Baht 167,903,609 at par value of Baht 0.25 per share. Memorandum of Association Clause 4 of the Company shall be amended consistent with the increase of registered capital.
Board’s Opinion : The Board recommended that the amendment of Clause 4 of the Memorandum of Association of the Company regarding the registered capital, be presented to the shareholders meeting for approval as follow:
Clause 4 The Company’s Registered Capital
167,903,609 Baht
| Divided into: |
Ordinary Share |
671,614,436 shares |
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Preference Share |
-None- |
Each share value |
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0.25 Baht |
According to the Articles of Association of the Company regarding to the approval of amendment of Memorandum of Association , it requires a vote of not less than three-fourth of total number of shareholders present at the meeting and entitled to vote.
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| Agenda 13 |
To consider and approve the allocation of the newly issued ordinary shares with regard to the increase of the Company’s registered capital
Background : As the Board recommended the increase of registered capital at Baht 687,500, divided into 2,750,000 shares at par value of Baht 0.25 per share, the shares would be allocated in order to reserve for the exercising of rights pursuant to ESOP Warrant Grant 2 to 5 .
Board’s Opinion : The Board recommended the allocation of the newly issued 2,750,000 ordinary shares to be reserved for the exercising of rights in pursuance with the ESOP Warrant Grant 2 to 5 due to the conditions of the adjustment to maintain the rights of Warrant holders not to be diluted from the existing rights as stipulated in the Prospectus and Capital Increase Report submitted to the Office of the Securities and Exchange Commission, be presented to the shareholders meeting for approval with detials appeared in Enclosure 5.
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| Agenda 14 |
To consider other business (if any)
Record date of the eligible shareholders to attend the shareholders meeting would be on March 9, 2010. Shareholders register book closing date according to Section 225, the Securities and Exchange Act would be on March 10, 2010.
All shareholders are cordially invited to attend the 2010 Annual General Meeting on Wednesday, April 7, 2010 at 10.00 hrs., the Auditorium, 9th Floor Shinawatra Tower 3, No. 1010 Vibhavadee-Rangsit Road, Khet Jatujak, Bangkok, Thailand. r Registration to attend the Meeting will be commenced at 08.00 hours.
Any questions may arise regarding to the above meeting agendas, the shareholders could send the questions in advance to the Company Secretary at corpsec@csloxinfo.net, or fax no. 02 263 8011.
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 7. Alternatively, you may download only one of three Proxy Forms: Form A, Form B or Form C from www.csloxinfo.com. (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard the shares.)
In case the shareholders are not able to attend the 2010 Annual General Meeting of Shareholders, you can proxy an independent director of the Company by using the Proxy Form in Enclosure 6-9 to attend and vote at the meeting on your behalf.
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By Order of the Board of the Directors
(Prof. Wongkulpat Sanidvongs na Ayudhya)
The Chairman of the Board of Directors
CS LoxInfo Public Company Limited
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