News
Resolution of the 2006 AGM
(Translation)
Ref. No. AOT 417/2550
26 January 2007
Re: Resolutions of the 2006 Annual Shareholders' Meeting of the Airports of Thailand Public Company Limited
Attn: President, the Stock Exchange of Thailand
The Airports of Thailand Public Company Limited (AOT) held the 2006 Annual Shareholders' Meeting on Friday 26, January 2007 at the Banquet Room, of the Airport Club, 2nd floor, AOT. 676 shareholders, in person and by proxy,representing a total of 1,055,550,750 shares were present at the Meeting. The shares present 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 resolutions passed at the Meeting are as follows:
1. Consideration and approval of the minutes of the Extraordinary Shareholders' Meeting No. 1/2006
Resolution : The Meeting passed a resolution, with a majority vote of the shareholders present and entitled to vote , approving the minutes of the Extraordinary Shareholders' Meeting No. 1/2006 held on Thursday 16 November 2006. The vote results are as follows:
2. Acknowledgement of the report on AOT's 2006 operating performance
Resolution : The Meeting acknowledged the report on the AOT fiscal year 2006 operating performance as described in the 2006 annual report furnished to the shareholders.
3. Consideration and approval of the 2006 balance sheet and statement of income for the fiscal year ending 30 September 2006.
Executive summary of the fiscal year ending 30 September 2006 balance sheet and statement of income:
Resolution : The Meeting passed a resolution, with a majority vote of the shareholders present and entitled to vote, approving the balance sheet and statement of income for the fiscal year ending 30 September 2006, which were audited and certified by the Office of the Auditor General of Thailand.The vote results are as follows:
4.Distribution of dividends from the operating results of the fiscal year 2006
Resolution : The Meeting passed a resolution, with a majority vote of the shareholders present and entitled to vote, approving the distribution of dividends from the operating results of the fiscal year 2006 to shareholders at Baht 2.75 per share totaling Baht 3,928,567,500. The interim dividends were paid by AOT on Thursday, 12 October 2006 at Baht 0.95 per share totaling Baht 1,357,141,500. The balance thereof (i.e.: Baht 1.80 per share, totaling Baht 2,571,426,000) will be distributed to all shareholders whose names were registered on the register of shareholders as at Friday 5, January 2007 at 12:00 hours. The distribution was scheduled for Friday 23,February 2007. The vote results are as follows:
5. Remuneration, meeting fee and bonus
The rules for fixing the remuneration, meeting fee and bonus proposed by the Remuneration Committee are as follows:
5.1 The 2007 remuneration and meeting fee:
5.1.1 AOT Board of Directors
(1) Each member of the Board of Directors shall receive a monthly remuneration of Baht 20,000. If appointed a director during a month, his remuneration shall be prorated over the period of such month.
(2) Each director shall receive a meeting fee of Baht 10,000 per meeting (only when he is present at a meeting).
(3) The Chairman and Vice Chairman will receive the sum plus 25% and 12.5% thereof respectively.
(4) Each AOT staff acting an assistant to the secretary shall receive a meeting fee of Baht 5,000 per meeting.
5.1.2 The Audit Committee
- Each member of the Audit Committee shall receive a monthly remuneration of Baht 20,000. The chairman shall receive the sum plus 25%. Each AOT staff acting a secretary to the Audit Committee shall receive monthly remuneration of Baht 10,000. According to the resolution of the Cabinet passed on 23 April 2000, the remuneration/meeting fee shall be paid regardless whether a meeting is held or not. If appointed a member/secretary during any month, his remuneration shall be prorated over the period of such month.
5.1.3 A committee, sub-committee or working committee appointed by AOT Board of Directors and having AOT directors as its chairman and members
(1) A member of the committee, sub-committee or other working committee who is also a director of AOT shall receive a meeting fee of Baht 10,000 for each meeting at which he is present. Its chairman and vice chairman shall receive such meeting fee plus 25% and 12.5% thereof respectively. Its secretary and assistant secretary who are not members of such committee shall receive one-half of the meeting fee and 25% of the meeting fee received by an AOT director respectively.
(2) For a committee, sub-committee or other working committee consisting of AOT directors, its president and/or its employees, and other persons, a member who is an AOT director shall receive a meeting fee of Baht 10,000 for each meeting at which he is present. The AOT President, AOT employees and other persons shall receive a meeting fee of Baht 2,000 for each meeting at which they are present. Its chairman and vice chairman shall receive such meeting fee plus 25% and 12.5% thereof respectively. Its secretary and assistant secretary who are not directors shall receive one-half of the meeting fee and 25% of the meeting fee received by an AOT employee respectively.
(3) In case of a committee or sub-committee or other working committee stated in Clauses (1) and (2) herein appointing any ad hoc groups whose members consist of AOT directors and other persons, a member of such ad hoc group shall receive a meeting fee of Baht 5,000 and Baht 2,000 respectively for each meeting at which he is present. Its chairman and vice chairman shall receive such meeting fee plus 25% and 12.5% thereof respectively.
5.1.4 The Advisor to the Chairman and AOT's Board of Directors
The Advisor to the Chairman of Board and AOT's Board of Directors will receive monthly remuneration of Baht 20,000, meeting allowance of Baht 10,000 for each attended meeting with the committee, sub-committee or working group, in accordance with 5.1.1, 5.1.3(1), 5.1.3(2) and the meeting allowance of Baht 5,000 for each attended meeting with sub working groups in accordance with 5.1.3(3)
5.2 Limitations relating to meeting fee
5.2.1 A member of the AOT Board of Directors and the other three working groups which are in charge of tasks provided in the government policies (i.e.: the working group dealing with passengers, staff and communities in and around Suvarnabhumi Airport, the anti-terrorism and anti-crime working group and the anti-dishonest and misconduct on procurement and concession working group) including staff of any ad hoc committee of those working groups shall receive a meeting fee for a meeting at which he is present only.
5.2.2 A member of the AOT Board of Directors and the Advisor to the Chairman and to the AOT Board of Directors who is appointed a member, a sub-member or staff of any working group or ad hoc group other than those stated in Clause 5.2.1 and the Audit Committee shall receive a meeting fee in addition to the fee stated in Clause 5.1.3 but not more than Baht 20,000 per month for each person.An AOT director who is chairman or vice chairman of such working group shall receive such meeting fee plus 25% and 12.5% thereof respectively.
5.3 The budget for the 2007 remuneration and meeting fee for AOT directors shall not exceed Baht 15 million.
5.4 Bonus for directors
Each member of the AOT Board of Directors shall receive the bonus of Baht 1.2 million in the fiscal year 2006. The bonus shall be prorated over the period such director held his office. The chairman and vice chairman of the AOT Board of Directors shall receive the bonus plus 25% and 12.5% thereof respectively. A person acting as AOT President and the AOT President who is a member of the AOT Board of Directors shall also be entitled to the bonus.
Resolution : The Meeting, with the resolution passed by not less than a two-thirds of the total votes of shareholders present and entitled to vote, approved the fiscal year 2007 remuneration and meeting fee for directors and the fiscal year 2006 bonus for the Board of Directors proposed by the Remuneration Committee. The vote results are as follows:
6. Appointment of an auditor and determination of audit fee for 2007.
Resolution : The Meeting passed a resolution, with a majority vote of the shareholders present and entitled to vote, approving that the Office of Auditor General shall be appointed AOT's auditor for fiscal year 2007 ended as at 30 September 2007 and that the audit fee shall be Baht 2.250 million (overtime not included) as proposed by the Audit Committee.The vote results are as follows:
7. Amendments to the Articles of Association of AOT and an addition to AOT objectives in its registration for incorporation.
Resolution : The Meeting, with the resolution passed by not less than a three-fourths of the total votes of shareholders present and entitled to vote, approved that the AOT Articles of Association of Thai version shall be amended by changing the title of the new president position of the Thai version Articles of Association at each place such title appears therein.(Both old and revised English versions are still using the same word of "the President"). However, both old and revised English version are still using the same word of "the President and that another objective shall be included in the registration for incorporation namely,"36 To carry on a training business forpersonnel in the private sector or public sector on safety, occupational health, fire prevention & fire fighting and safety management. The vote results are as follows:
8. Appointment of directors to replace the directors who retire by rotation.
Resolution : The Meeting passed a resolution approving that five directors retiring by rotation shall be re-elected as the directors of AOT to another term as proposed by the Nominating Committee. The vote results are in respective order as follows:
1. General Saprang Kalyanamitr 2. Air Vice Marshal Ittaporn Subhawong 3. Mr. Areepong Bhoocha-oom 4. Mr. Vudhibhandhu Vichairatana 5. Mr. Chotisak Asapaviriya 9. Appointment of an additional director.
Resolution : The Meeting passed a resolution, with a majority vote of the shareholders present and entitled to vote, approving an appointment of 1 (one) director, thereby the AOT Board of Directors will consist of 15 directors, according to Article 36 of its Articles of Association and as proposed by the Nominating Committee to nominate Mr.Jermsak Pintong. The vote results are as follows:
AOT Board consists of 15 members whose names are:
1. General Saprang Kalyanamitr
2. Mr. Kampree Kaocharern
3. Mr. Vudhibhandhu Vichairatana
4. Mr. Chavalit Sethameteekul
5. Mr. Chaisak Angkasuwan
6. Air Chief Marshal Narongsak Sanggapong
7. Mr. Arkom Termpittayapaisith
8. Air Vice Marshal Ittaporn Subhawong
9. Mr. Areepong Bhoocha-oom
10. Mr. Nonthapol Nimsomboon
11. Mr. Tortrakul Yomnak
12. Mr. Yodyiam Teptaranon
13. Mr. Varakorn Samakoses
14. Mr. Chotisak Asapaviriya
15. Mr. Jermsak Pintong
This is for your information and disclosure to the public.
Yours sincerely,
(Kulya Pakakrong)
Senior Executive Vice President (Planning and Finance)
Authorized person
