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Revision 1
April 18, 2011
Subject: Notice for attending the
Ordinary General Shareholders’ Meeting 2011
To:
Shareholders of Steel Intertech Public Company Limited
Enclosed
documents:
1.
Copy of the Minutes of Extraordinary General Meeting of the Shareholders No. 2/2010
2.
Annual Report 2010
[link download]
3.
Appended document to Notice for attending the General Shareholders’ Meeting 2010
4. Two Proxy
Forms, Form A, Form B and Form C
- Form A
- Form B
- Form C
5.
Direction Map to Meeting
venue
Steel Intertech Public Company Limited (STEEL) hereby invites all shareholders to attend the 2011 General Shareholders Meeting
on Friday April 29, 2011 at 10:00 a.m., in Training Room of STEEL, No. 8/88 Moo 12 Tambol Rachathewa, Amphur Bangplee, Samutprakarn. The meeting agendas are as follows:
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Agenda
1 |
To Acknowledge the Minutes of the Extraordinary General Meeting of the Shareholders No. 2/2010 which was held on 6 October 2010)
(Refer to
enclosed document 1) |
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Board
of Directors' recommendation
Minutes of the Meeting have been reviewed and deemed correct and recommends that same be acknowledged. |
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Agenda
2 |
To Acknowledge Company's operational performance for year ending December 31, 2010 and the Year 2010 Annual Report
(Refer to
enclosed document 2) |
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Board
of Directors' recommendation
The Company’s operational performance is satisfactory and should be acknowledged and the Year 2010 Annual Report
outlines in detail the Company’s performances, major change and development during the year 2010, and should be acknowledged. |
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Agenda 3 |
To approve the audited Balance Sheets and Profit and Loss Statements for the Year Ending December 31, 2010
(Refer to
enclosed document 2) |
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Board
of Directors' recommendation
The audited Balance Sheets and the Profit and Loss Statements have been reviewed
and found to be correctly reflecting the Company’s financial status and operational Performance
for year ending December 31, 2009 and recommended its adoption. |
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Agenda 4 |
To acknowledge the apportioned interim Dividend payment to Shareholders with payment affected on June 11, 2010
On March 31, 2010 the company’s retained earning is 8.8 Million Baht. From this figure, company’s board of directors are agreed
upon paying dividend of 0.05 Baht per share to shareholders on June 11, 2010. |
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Board
of Directors' recommendation
The Interim Dividend payment of Bht 0.05 per share affected on June 11, 2010 should be acknowledge. |
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Agenda 5 |
To approve the suspension of dividend payment apart from Interim dividend payment for the year 2010
Due to Board of Directors had approved the interim dividend payment of Baht 0.05 per share paid on June 11, 2010
which is not comply with dividend payment policy because the company is on the amalgamation process and awaiting for the approval from SET.
The Board of Directors propose to the forthcoming Shareholders’ meeting the suspension of dividend payment apart from Interim dividend payment for the year 2010. The comparison dividend payment details between Year 2010 and Year 2009 as below: |
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Dividend payment detail |
2010 |
2009 |
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1. Net profit after tax (million
baht) |
8.97 |
3.70 |
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2. Number of shares (million
share) |
50.00 |
50.00 |
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3. Total dividend payment per
share (baht per share) |
0.05 |
0.25 |
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3.1 Interim dividend payment (baht per share) |
0.05 |
0.25 |
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3.2 Annual dividend payment (baht per share) |
- |
- |
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4. Total dividend amount (million
baht) |
2.50 |
12.50 |
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5.
Dividend Payout Ratio (Percent) |
27.87 |
337.84 |
|
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Board
of Directors' recommendation
Approved and proposed to the forthcoming Shareholders’ meeting the suspension of dividend payment apart from Interim dividend payment for the year 2010
due to the company is on the amalgamation process and awaiting for the approval from SET. |
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Agenda 6 |
To consider appointment of new directors to replace those retiring by rotation
Due to early resignation of directors such as Mr. Supote Wannarote resigned from Director of the Board on March 31, 2011, Dr. Suradej Chuntranuluck resigned from Chairman of the Board and Chairman of Audit Committee and Independent Director on April 8, 2011; Mr. Numpon Ngurnnamchoke resigned from Audit Committee and Remuneration Committee and Independent Director on April 8, 2011. Board of Directors meeting number 3/2011 held on April 1, 2011, has a resolution to appointed Mr. Somsak Khunchornyakong to be a Director in place of Mr. Supote Wannarote. Board of Directors meeting number 4/2011 held on April 18, 2011, has a resolution to appointed Mr. Kiatichai Pongpanich to be an Independent Director and Audit Committee in place of Dr. Suradej Chuntranuluck and also appointed Assist. Prof. Dr. Siripong Preutthipan to be an Independent Director and Audit Committee in place of Mr.Numpon Ngurnnamchoke. The newly appointed directors will retain office only for the remaining terms of office of the resigned directors. As per the Public Company Limited act B.E. 2535 and the company regulation number 14 stated that one third of number of Directors to be resigned by rotation on the Annual General Shareholder Meeting. For 2011 AGM, there are 3 Directors to be resigned by rotation, Mr. Kiatichai Pongpanich (in place of Dr. Suradej Chuntranuluck who resigned on April 8, 2011); Assist. Prof. Dr. Siripong Preutthipan (in place of Mr.Numpon Ngurnnamchoke who resigned on April 8, 2011); Mr. Somsak Khunchornyakong (in place of Mr. Supote Wannarote who resigned on March 31, 2011). (Resume of Retiring Directors serving out tenure and being proposed for Reappointment). The Board of Directors proposed to shareholders to re-appoint the above Independent Directors and Director for another Board of Directors’ term.
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Board
of Directors' recommendation
The Board of Directors agrees and recommends the Meeting to re-appoint these same directors to be Directors of the Company for another term. |
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Agenda 7 |
To approve and fix the remuneration for Directors, Audit Committee, and Remuneration Committee for the year 2011
Meeting allowance for BOD, Audit Committee and remuneration Committee for fiscal year 2011 as follows:
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Board of Directors – meeting allowances
(same as Year 2010)
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Chairman |
6,000 Baht
per attendance |
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Director |
4,000 Baht per attendance |
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Audit
Committee – meeting allowances (same
as Year 2010)
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Chairman |
5,000 Baht per attendance |
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Director |
3,000 Baht per attendance |
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Remuneration Committee – meeting allowances
(same as Year 2010)
|
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Chairman |
3,000 Baht per attendance |
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Director |
2,000 Baht per attendance |
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Board
of Directors' recommendation
The Board of Directors agrees and recommends the Meeting to approve the following bonus and remuneration for the year 2011 |
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Agenda 8 |
To approve the appointment of Auditor for the Year 2011 and fix the Auditor’s fee
1.
Appoint
Mr. Ampol Chamnongwat Certified Public Accountant No.4663
or
Ms. Wanraya Puttasatien Certified Public Accountant No.4387
or
Mr. Naris Saowalagsakul Certified Public Accountant No. 5369
(has been certified company financial statement for the past 2 years on 2008 - 2010)
of S.K. Accountant Services Co., Ltd., as the auditors of the
Company for the year 2011.
2.
Approve the Auditor’s fee of Bht 540,000 for the year 2010 to be
monitorial at fiscal year
2010
rate. |
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Board
of Directors' recommendation
The Board agrees with Audit Committee and recommends the Meeting to approve the appointment
of the following auditor(s) and Auditor’s fee for fiscal year 2011. |
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Agenda 9 |
To consider other
matters (if any) |
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The shareholder register book for the right to attend the 2011 Annual General Shareholders’ Meeting shall be recorded on March 25, 2011.
Also March 28, 2011 shall be the book closing date on which the shareholder list as specified in section 225 of the Securities and Exchange Act shall be complied.
All shareholders are cordially invited to attend the 2011 Annual General Meeting of shareholders to be held on the date and place mentioned above.
Yours faithfully,
Mr.
Prasit Ounvorawong
Managing Director
By Order of the Board of Directors
Notes : 1) For identification purpose, the shareholders are required
to furnish the following documents at
the
registration desk before entering the meeting room:
a)
For an
individual shareholder:
identification card or its equivalent, i.e.
passport, driver license, governmental officer ID card;
b) For
a juristic entity shareholder:
certificate
of incorporation, duly executed proxy together with all necessary
supporting document(s) that adequately prove that the persons
representing the shareholder who made the proxy has/have the authority
to do so, and/or any other documents as appropriate.
2) Individual shareholder who appoints a proxy to attend
and vote for her/him, the proxy agent must furnish the following
documents:
a) Duly executed proxy
b) Photocopy
of the ID card of the shareholder;
c) Photocopy
of the ID card of the proxy agent.
3) Each proxy instrument must be affixed with duty stamp(s)
for the value of Baht 20. In the event that more than one person are
appointed as proxy, additional 20-baht stamp must be affixed for each
additional proxy; and
4) All
photocopies must be certified by the shareholder, by signing on each and
every page of the
photocopies,
that they are correct and true copy of their respective originals
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