23 April 2010
Resolutions of Shareholders' Annual General Meeting No1/2010
No. EGCO 110/138
Date : April 22, 2010
Attn : President of the Stock Exchange of Thailand
Subject: The resolutions of Shareholders' Annual General Meeting
No.1/2010
Electricity Generating Public Company Limited ("EGCO") would like
to report that the Shareholders' Annual General Meeting
No. 1/2010 held on April 22, 2010 at 2.00 p.m. at
Vibhavadee Ballroom, Sofitel Centara Grand Bangkok Hotel,
1695, Phaholyothin Road,Chatuchak, Bangkok, passed the following
resolutions:
1. Approved with the majority of votes the Minutes of the
Shareholders' Annual General Meeting No.1/2009 held on
April 24, 2009.
The numbers of voting shares were 389,180,477 in favor and
none against with the abstaining votes of 21,207,568 shares
representing 94.832%, 0.000% and 5.168% of the total voting
shares, respectively.
2. Acknowledged the Company's Annual Report for the year 2009
and the interim dividend payment.
3. Approved with the majority of votes the Balance Sheet and
Statement of Income as at December 31, 2009.
The numbers of voting shares were 389,366,380 in favor and
none against with the abstaining votes of 21,444,767 shares
representing 94.780%, 0.000% and 5.220% of the
total voting shares, respectively.
4. Approved with the majority of votes the appropriation of
net profit for the year 2009 for the final dividend
payment from the second half-year operation of the year 2009
at 2.75 baht per share amounting to 1,447,778,750 baht
to be paid on May 6, 2010
The numbers of voting shares were 389,622,480 in favor
and none against with the abstaining votes of 21,188,667
shares representing 94.842%, 0.000% and 5.158% of the
total voting shares, respectively.
5. Appointed with the majority of votes the auditors being
Ms. Nangnoi Charoenthaveesub,CPA #3044, Mr. Prasan Chuaphanich,
CPA # 3051 and Mr. Vichien Khingmontri, CPA # 3977 of
PricewaterhouseCoopers ABAS Limited with the remuneration
of not exceeding 1,922,400 baht and the out-of-pocket expenses
for audit in Thailand at not exceeding 123,600 baht.
The Company would also be responsible for the auditors'
traveling expenses in the countries where the Company
invests as deemed appropriate. The Board of Directors
was authorized to approve the alternate certified public
accountant with PricewaterhouseCoopers ABAS Limited
as well as to approve the review fee of the financial statements
of subsidiary, associated and joint venture companies
which are established or acquired during the year.
The numbers of voting shares were 388,291,717 in favor
and 888,900 against with the abstaining votes of 21,630,530
shares representing 94.518%, 0.216% and 5.265% of the
total voting shares, respectively.
6. Re-elected the four retiring directors for another term and
elected the a new director with number of the votes in favor
exceeding four-fifths of the total shares attending the Meeting
and having the rights to vote as follows.
1. Re-elect Mr. Somboon Arayaskul as a Director
The numbers of voting shares were 387,902,979 in favor
and 1,739,200 against with the abstaining votes of 21,168,968
shares representing 94.424%, 0.423% and 5.153% of the
total voting shares, respectively.
2. Re-elect Mr. Hideaki Tomiku as a director
The numbers of voting shares were 387,976,579 in favor
and 1,465,800 against with the abstaining votes of 21,368,768
shares representing 94.442%, 0.357% and 5.202% of the
total voting shares, respectively.
3. Re-elect Mr. Vinit Tangnoi as a director
The numbers of voting shares were 388,207,879 in favor
and 1,429,800 against with the abstaining votes of 21,173,468
shares representing 94.498%, 0.348% and 5.154% of the
total voting shares, respectively.
4. Re-elect Mr. Somphot Kanchanaporn as an Independent director
The numbers of voting shares were 389,261,779 in favor
and 380,800 against with the abstaining votes of 21,168,568
shares representing 94.754%, 0.093% and 5.153% of the total
voting shares, respectively.
5. Elect Mr. Sahust Pratuknukul as a director to replace
Mr. Apichart Dilogsopon.
The numbers of voting shares were 387,982,599 in favor and
1,425,980 against with the abstaining votes of 21,402,568 shares
representing 94.443%, 0.347% and 5.210% of the total voting shares,
respectively.
7. Approved with the majority of votes the Board of Directors'
remuneration for year 2010 and bonus for the year 2009 as follows:
1. 30,000 baht monthly retainer fee with 10,000 baht for
attending each Board meeting. The Chairman and the Vice
Chairman of the Board shall receive 25% and 10%
additional remuneration both in retainer fee and
meeting allowance. Any absent directors shall not receive
the meeting allowance.
2. The bonus amount at 20 million baht to be appropriated
at the Board's discretion.
3. Remuneration of the Board's Committees namely Investment
Committee, Audit Committee, Nomination and Remuneration
Committee and Corporate Governance and Social
Responsibility Committee to be as follows.
Retainer Fee Meeting Allowance
Committee (baht) (baht)
Chairman Member Chairman Member
Investment Committee 25, 000 20,000 25, 000 20,000
Audit Committee 25, 000 20,000 25, 000 20,000
Nomination and 25, 000 20,000 25, 000
20,000Remuneration Committee
Corporate Governance - - 30,000 24,000
and Social Responsibility
Committee
4. The President who is the executive director is not entitled
to any directors' remuneration.
The numbers of voting shares were 384,041,337 in favor and
43,500 against with the abstaining votes of 26,726,310 shares
representing 93.484%, 0.011% and 6.506% of the total voting
shares, respectively.
8. Other Business
None
The Minutes of Shareholders' Annual General Meeting No. 1/2010,
which will be submitted for approval at the next shareholders'
meeting, will be reported to the SET by May 6, 2010.
Yours sincerely,
Vinit Tangnoi
President
Corporate Secretary Division
Tel. 0 2998 5020 - 25