22 February 2013

The notification on the Board of Directors' Resolution/AGM/Deviden No. 2/2013(Edit Template)

Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 21-Feb-2013 Meeting date : 10-Apr-2013 Beginning time of meeting (h:mm) : 09 : 00 Record date for the right to attend the : 07-Mar-2013 meeting (Update) Book closing date for collecting holders : 08-Mar-2013 names under Section 225 of the Securities and Exchange Act (Update) Ex-meeting date (Update) : 05-Mar-2013 Significant agenda item : - Dividend payment Venue of the meeting : 325/8 Fl.2 JMART Building, Ramkhamhaeng Rd. Saphansoong, Bangkok Remark : IR 56/005 February 21, 2013 Subject: The notification on the Board of Directors' Resolution No. 2/2013 To: The President The Stock Exchange of Thailand According to the Board of Directors of JAYMART PLC Meeting No.2/2013 February 21, 2013. We would like to notify the important results as follows: 1. Resolved to propose to the General Meeting of Shareholders 2013 to approve the Annual Report 2013 and Annual Report of the Board of Directors to propose to the general meeting of the company's results of operations in recent years. 2. Resolved to propose to the Annual General Meeting of Shareholders 2013 to approve the financial statement, statement of comprehensive income year ended 31 December 2012 and the auditor's report. 3. The Board of Directors has a resolution of the approval of the dividend payment for the operating results of 2012 in the form of cash at Baht 0.56 per share to the Annual General Meeting of Shareholders for approval. The dividend was paid at Baht 0.22 per share as the interim dividend on September 2012 which led to the remaining of the dividend for the second half operating results of 2012 at Baht 0.34 per share. The dividend is paid for the existing shareholders of the common stocks and the shareholders of convertible securities to common stocks with the amount of not exceeding than 416,816,490 shares, accounting for the total dividend of not exceeding than Baht 141,717,607 The record date for the right to receive the dividend is on April 19,2013 and the book closing date for collecting shareholders' names under Section 225 of the Securities and Exchange Act B.E. 2535 is on April 22, 2013 and the dividend payment date is on May 3, 2013 Nevertheless, the above dividend payment still uncertain. It has to depend on the resolution of the shareholders AGM. 4. The Board has resolved to propose to the Annual General Meeting of Shareholders 2013 to consider and approve the directors' remuneration for the year 2013 in the amount not exceeding Baht 5,000,000. And the board of directors' remuneration will be paid as follows. Board of Directors. To be paid as follows. Remuneration / person / Month Chairman Baht 45,000 Deputy-Chairman Baht 40,000 Directors Baht 25,000 Audit Committee To be paid as follows. Remuneration / person / Month Committee Chairman Baht 45,000 Audit committees Baht 25,000 5. Resolved to propose to the General Meeting of Shareholders 2013 to consider and approve the re-appoint the expiring directors for directorship for another term as follow; The expiring directors as follow; - Miss Yuvadee Pong-Acha - Mr. Pracha Tansaenee The board agree to re-appoint the expiring directors for directorship for another term as follow; - Miss Yuvadee Pong-Acha - Mr. Pracha Tansaenee 6. The board has resolved to propose to the Annual General Meeting of the Shareholders 2013 to consider and appoint auditors from Grant Thornton as the corporate auditors in the year 2013 as follow; 1. MRS. Sumalee Chokdeeanant Certified Public Accountant (Thailand) No. 3322 or 2. Mr. Somckid Tiatragul Certified Public Accountant (Thailand) No. 2785 or 3. Mr. Teerasak Chuasrisakul Certified Public Accountant (Thailand) No. 6624 The above corporate auditors, for the year 2013, have to review and comment on the financial statements of the Company. In addition, the Board of Directors has approved a quarterly audit and proof fee for Baht 1,500,000 (Excluding the cost of quarterly audit and proof fee of the subsidiary in the amount of Baht 1,250,000) The total audit compensation for the year 2013 is Baht 2,750,000 7. Resolved to propose to the shareholders approval to consider an approval of the right to attend the Annual General Meeting 1/2556 of JMT Network Services Public Company Limited in order to vote for the approval of the consideration of financial amount for the purchase of the Non-Performing Loan (NPL) which is the acquisition of the asset following the announcement of the Capital Market Supervisory Board Tor Jor 20/2551, stipulating that the matter shall not be asked for another approval from the shareholders' meeting when the financial amount is less than Baht 700 million per year for the year 2013. The Board of Director is assigned to consider the debt purchasing. However, when the financial amount for the debt purchasing is not exceeding Baht 100 million per time, the Executive Board has the power to consider the debt purchasing and vote for the approval of other agendas of the aforementioned meeting. 8. The Board resolved to call for the Annual General Meeting of the Shareholders 2013 on Wednesday , April 10, 2013 at 9.00 A.M. at the company's headquarters at 325/8 Fl. 2 JMART Building, Ramkhamhaeng Rd. Saphan soong, Bangkok. The meeting Agendas are as follows: Issue 1 To consider and approve the Annual report 2012 and the report of the Board of Directors to propose to the meeting about the result of operations of the company during the past year. Issue 2 To acknowledge and approve Balance Sheet, Statements of comprehensive income for the year ended December 31, 2012 and report to the Auditor. Issue 3 To acknowledge and approve dividend payment. Issue 4 To consider and approve the Director's remuneration for the year 2013. Issue 5 To consider and approve the election of directors whose term has ended. Issue 6 To appoint the auditors and to approve the auditor's fee for the financial year 2010 Issue 7 To consider an approval of the right to attend the Annual General Meeting 1/2556 of JMT Network Services Public Company Limited in order to vote for the approval of the consideration of financial amount for the purchase of the Non-Performing Loan (NPL) which is the acquisition of the asset following the announcement of the Capital Market Supervisory Board Tor Jor 20/2551, stipulating that the matter shall not be asked for another approval from the shareholders' meeting when the financial amount is less than Baht 700 million per year for the year 2013. The Board of Director is assigned to consider the debt purchasing. However, when the financial amount for the debt purchasing is not exceeding Baht 100 million per time, the Executive Board has the power to consider the debt purchasing and vote for the approval of other agendas of the aforementioned meeting. Issue 8 The Board of Directors considered and approval of the investment plans of the business in the country within the Asian economic countries and the establishment of a holding company following the business plan Issue 9 To consider other matters (if any). 9.The Board of Directors considered and approval of the investment plans of the business in the country within the Asian economic countries and the establishment of a holding company following the business plan And fixed March 7, 2013 the Record Date on which shareholders have the right to attend the Annual General Shareholders' Meeting 2013 (AGM) and collecting shareholders' name under Section 225 of the Securities and Exchange Act of share register book closing date on March 8 2013 Please be informed accordingly, We hope that the above information is useful to investors Yours sincerely, (Miss Ladda Waruntarakul) Company Secretary ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 21-Feb-2013 Type of dividend payment : Cash dividend payment Record date for the right to receive : 19-Apr-2013 dividends Book closing date for collecting : 22-Apr-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 17-Apr-2013 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.34 Par value (baht) : 1.00 Payment date : 03-May-2013 Paid from : Operating period from 01-Jul-2012 to 31-Dec-2012 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.