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Resolutions of the 2008 AGM of Shareholders of AOT

BackJan 26, 2009

(Translation)

Ref. No. 574

26 January 2009

Subject: Resolutions of the 2008 Annual General Meeting of Shareholders of Airports of Thailand Public Company Limited

To: President, The Stock Exchange of Thailand

Airports of Thailand Public Company Limited (AOT) held the 2008 Annual General Meeting of Shareholders (AGM) on Friday, January 23,2009 at Don Muang Ballroom, Amari Don Muang Airport Hotel, No. 333, Moo 10, Cherdwutagard Road, Kwaeng Sikan, Khet Don Muang, Bangkok. There were 675 shareholders, in person and by proxies, representing a total of 1,091,283,358 shares present at the Meeting. The shares presented in aggregate were more than one-third of the total shares sold of AOT (i.e.: 1,428,570,000 shares) and thus formed a quorum under Article 27 of AOT Articles of Association. The significant resolutions which have been passed at the Meeting are as follows:

1. To approve the minutes of the Extraordinary General Meeting of Shareholders No.1/2008 held on March 14, 2008

Resolution : The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the Minutes of the Extraordinary General Meeting of Shareholders No.1/2008 held on March 14, 2008. The vote results are as follows:

1,099,929,788 affirmative votes
0 negative votes
5,500 abstaining votes

2. To acknowledge the report on operating results of 2008

Resolution: The Meeting has acknowledged the report on the operating results of 2008, as detailed in the 2008 Annual Report which had been furnished to the shareholders.

3. To consider and approve the Balance Sheets and Income Statements for the year ended September 30, 2008

Resolution : The Meeting has considered the balance sheets and incomes statements for the year ended September 30, 2008 which were reviewed by the Audit Committee and audited by the Office of the Auditor General of Thailand,AOT's auditor, with executive summary as follows:

Totals assets Baht 146,455.97 million
Total liabilities Baht 70,147.57 million
Operating revenue Baht 22,010.86 million
Net profit Baht 7,321.05 million

The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the Balance Sheets and Income Statements as detailed above. The vote results are as follows:

1,210,493,190 affirmative votes
28,032 negative votes
2,389,200 abstaining votes

4. To approve the appropriation of dividend payment according to the operating results in the accounting period 2008

Resolution : The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the appropriation of dividend payment for 2008 at the rate of Baht 2.58 per share with the total amount of Baht 3,685.71 Million or approximately 50.34 percent of the net profit, which will be payable to shareholders whose names are recorded in the share register book as of the Record Date to determine the right to receive dividend, January 5, 2009. The dividend payment will be made on February 12, 2009. The vote results are as follows:

1,212,897,492 affirmative votes
15,832 negative votes
700 abstaining votes

5. To consider and elect new directors in replacement of those retiring by rotation

Resolution : Since all members of AOT's Board of Directors resigned from office prior to the AGM, there was no director to retire by rotation. The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving the revocation of Agenda 5 with the vote results as follows:

1,196,498,507 affirmative votes
5,531,997 negative votes
10,894,100 abstaining votes

6. To consider and approve the remuneration of the Board members

Resolution : The Meeting has passed the resolution with not less than two-thirds of total votes of the shareholders attending the meeting and having voting right, approving the remuneration package and meeting allowance of the directors for the fiscal year 2009 and the bonus for the Board members for the fiscal year 2008 as follows:.

6.1 Remuneration of Directors

6.1.1 Monthly remuneration of Baht 20,000 per person. If not holding the position for the full period, the remuneration will be calculated in accordance with the positioning timeframe.

6.1.2 Meeting allowance of Baht 15,000 per attended meeting. If more than 1 meeting are held per month, meeting allowance for not more than 1 meeting will be given per month.

6.1.3 Chairman and Vice-Chairman shall additionally receive 25 percent and 12.5 percent of remuneration and meeting allowance, respectively.

6.2 Remuneration of Sub-committees

6.2.1 Audit Committee

6.2.1.1 Monthly remuneration of Baht 20,000 per month.The monthly remuneration will also be paid for the month during which no meeting is held. If not holding the position for the full period, the remuneration will be calculated in accordance with the positioning timeframe.

6.2.1.2 Chairman and Vice-Chairman shall additionally receive 25 percent and 12.5 percent of remuneration and meeting allowance, respectively.

6.2.2 AOT's Board member who is appointed by the Board of Directors to be a member of committee, sub-committee or working group of the committee or sub-committee.

6.2.2.1 Meeting allowance of Baht 10,000 per attended meeting. However, the total meeting allowance shall not be more than Baht 20,000 per person, excluding the remuneration of the Audit Committee.

6.2.2.2 Chairman and Vice-Chairman shall additionally receive 25 percent and 12.5 percent of remuneration and meeting allowance, respectively.

6.3 The remuneration and meeting allowance of AOT's Board members for fiscal year 2009 shall be in the amount of not more than Baht 15,000,000.

6.4 Bonus for the Board members for the year 2008

Bonus for the Board members for the year 2008 shall be in the amount of Baht 1,300,000 per person, totaling Baht 17,164,285.94. The calculation of bonus shall be based on the period of time in office whereby Chairman and Vice-Chairman, excluding President, will receive bonus in the amount higher than those of the Board of Directors accounting for 25 percent and 12.5 percent, respectively.

The Meeting has passed the resolution, with votes not less than two-third of the shareholders attending the meeting and having voting right,approving the remuneration package of the directors as stated above. The vote results as follows:

1,207,839,841 affirmative votes
5,075,735 negative votes
8,920 abstaining votes

7. To consider and appoint an auditor and determine the auditor's remuneration

Resolution : The Meeting has passed the resolution, with a majority of votes of the shareholders attending the meeting and having voting right, approving that the Office of Auditor General shall be appointed as AOT's auditor for fiscal year 2009 and fix the audit fee of Baht 2,250,000.-, excluding overtime payment and traveling expenses, as in accordance with the same principle of the year 2008. The vote results are as follows:

1,212,911,872 affirmative votes
9,732 negative votes
3,000 abstaining votes

8. Consideration and election of 14 directors to replace those who resigned

Resolution : As the Ministry of Finance holding more than one-third of the total number of shares sold of AOT, asked the meeting to consider and elect 14 directors to replace those who resigned. The Meeting has not finished the consideration and it is necessary to adjourn the meeting. It then determined to hold the 2008 Annual General Meeting of Shareholders to consider the pending agenda on Tuesday, February 17, 2009, at 14.00 hrs, at the Auditorium, 2nd Floor, AOT Head Office, No. 333, Cherdwutagard Road, Kwaeng Sikan, Khet Don Muang, Bangkok. The Board of Directors will further dispatch to shareholders, whose names are recorded in the share register book as of the Record Date to determine the right to attend the 2008 AGM, January 5, 2009,the notice to the said meeting within the time prescribed by law.

Please be informed and further proceed with public disclosure accordingly.

 

Yours sincerely,

 

Flying Officer

(PEARL RUGSUMRUAD)
Company Secretary
Authorized person

 

Company Secretary Office
Tel. 0-2535-5657
Fax. 0-2535-5540

 

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