The Extraordinary General Meeting No. 1/2014 Sikarin Public Company
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The Extraordinary General Meeting No. 1/2014 Sikarin Public Company Limited Thursday, September 11, 2014 at 9.00 a.m. The Meeting Room, 2nd Floor Sikarin Hospital, No. 4/29, Moo 10 Srinakarin Road, Bang Na Sub-district, Bang Na District, Bangkok. No. Sor.Kor. 0489/2014 August 18, 2014. Shareholders, Sikarin Public Company Limited Enclosure: 1. A copy of the minutes of the 36 Ordinary General Shareholders’ Meeting. 2. Form F53-4. 3. Information of Company, 4. Letter of Proxy, Form A, B, C,. 5. Criteria, methods and regulations on those concerning the Shareholders’ Meeting. 6. Map of the meeting venue, Sikarin Hospital, Building 1. Dear Shareholders, The Board of Directors of Sikarin Public Co., Ltd. has resolved to call the Extraordinary General Meeting of Shareholders No. 1/2014 on Thursday, September 11, 2014 at 9.00 o’clock at the Meeting Room 2nd Floor, Building 1, Sikarin Hospital, No. 4/29 Moo 10, Srinakarin Road, Bang Na Sub-district, Bang Na District, Bangkok. The agendas of the meeting are as follows: Agenda 1. Comments from the Chairman, Agenda 2. To consider and approve the Minutes of the 36 Ordinary General Shareholders’ Meeting, Facts and reasons: The 36 Ordinary General Shareholders’ Meeting was held on Wednesday, April 23, 2014, shown in the minutes of the meeting sent to shareholders along with the notification of this meeting. Board’s opinions: The Board feels appropriate to put forward the minutes of the 36 Ordinary General Shareholders’ Meeting to shareholders for their approval. Agenda 3. To considerto change the condition of allotment of new shares, Facts and reasons: According to a resolution in the 2/2003 Extraordinary General Meeting of shareholders on December 11, 2003 to allocate 40,000,000 common shares as capital increase to cope with execution of the share warrants, due on August 30, 2008, Sikarin can subsequently reallocate those shares. Board’s opinions: The Board feels appropriate to propose to shareholders to consider approving the change of the common share allocation for capital increase to the following: 1. Specifying the purpose of utilizing proceeds 1.1 Allotment of new shares 20,000,000 shares with a par value of THB 6.50 to existing shareholders. Rights offering at the ratio of 5 existing ordinary shares to 1 new share at the 2 offering price of THB 15. The Record Date to determine the shareholders who are entitled to subscribe the newly issued shares on October 1, 2014. Also, October 2, 2014 shall be the book closing date on which the shareholders list as specified in section 225 of the Securities and Exchange Act shall be complied. The period of subscription the capital increase from November 3, 2014 until November 7, 2014. 1.2 In case any newly issued ordinary shares remaining unsubscribed from the right offering, Board of director or person who has been authorized by the board of director must allocate newly issued ordinary shares remaining by excess right to existing shareholder’s need or an oversubscribed request by the same ratio proportion until newly issued ordinary share will be complete allocated. Allotment need to focus on newly issued ordinary share remaining and oversubscribed request. There for, the board of director or an authorized person by the board of director has right to settle newly issued policy and conditions. 1.3 In case a share fraction, a shareholder allocated with a fraction of a share or less than one share, that fraction shall be deleted. 2. General mandate 2.1 Allotment of 15,000,000 common shares for capital increase at the par value of THB 6.50 each, and offered to sell to original shareholders as Right Offering, and authorized the Board to offer to sell those shares for capital increase at one time or several times as well as to set the selling prices, date and time of offer, details and conditions related to the share allocation. The share allocation shall be completed by the date the Company will hold the following Annual General Meeting or by the date the law requires the Company to hold the following Annual General Meeting. The Board shall also be authorized to negotiate and sign on documents and contracts related to the share allocation, sign on applications for permits or documents necessary and related to the share allocation, as well as to deal with or apply for documents or evidence from a government agency or related organization, and get the common shares for capital increase registered in the Stock Market, and have authority to handle other things, necessary and appropriate to the share allocation. 2.2 Allotmentof 5,000,000 common shares for capital increase at the par value of THB 6.50 each, and offered to sell some or all those shares at one time or several times to specific investors and/or institutional investors as private placement in accordance with the Capital Market Supervisory Board’s Notification No. TJ. 28/2551 on applying and granting permission to offer to sell new shares, dated December 15, 2008 at the price not less than 90 percent of the market price. The “market price” shall be calculated from average prices with weights of share trading in the stock market for at least 7 and not more than 15 successive working days before the date the Board of Directors or Executive Board has resolved to allocate and offer to sell shares to investors. The Board of Directors or a person assigned by the Board of Directors shall have authority to allocate those common shares for capital increase, and schedule the date to offer to sell and set other conditions in relation to the share allocation to investors according to the criteria, specified by the law. 3 Agenda 4. Others (if any) Shareholders register book for the right to receive for 1/2014 Extraordinary General Meeting of shareholders shall be recorded on August 14, 2014. Also, August 15, 2014 shall be the book closing date on which the shareholders list as specified in section 225 of the Securities and Exchange Act shall be complied. We look forward to seeing you in the meeting. By the Board of Director’s resolution (Mr. Suriyan Kojonroj) Company Secretary 4 Sikarin Public Company Limited Minutes of the Annual General Meeting of Shareholders No. 36 ………………………………………………………. The Annual General Meeting was held on Wednesday, April 23, 2014, at the Meeting Room, 2nd Floor, Sikarin Hospital, Building 1, No. 4/29, Moo 10, Srinakarin Road, Bang Na Sub-district, Bang Na District, Bangkok. The Meeting was attended by 63 shareholders and 153 proxies, totaling 216, holding 74,060,512 shares out of the Company’s total 100,000,000 shares distributed, representing 74.06 percent, exceeding one third of the total number of shares with voting rights, and thus making quorum for the Meeting according to the Company’s Articles of Association. The Meeting commenced at 9.19 a.m. with Prof. Dr. Wissanu Kreangam, Chairman, chaired the meeting. The Chairman declared the meeting open and the meeting proceeded with the following agendas: Agenda 1: Information from the Chairman 1.1 The Chairman introduced Chairman of the Advisory Board, Directors, management and related personnel in the meeting to shareholders. They’re as follows: Directors attending the meeting 1. Prof. Dr. Wissanu Kreangam, Chairman, Board of Directors, 2. Gen. Viroj Sangsnit, Chairman, Advisory Board, 3. Pol. Lt. Gen. JaraxSangtaweep, Vice Chairman & Executive Chairman, 4. Mr. Sakchai Tanaboonchai, Vice Chairman & Compensation Committee Chairman, 5. Mr. Sanya Sarayudh, Vice Chairman & Executive Director, 6. Dr. Atirat Charoonsri, Managing Director, 7. Mr. Krajang Jaruprukphan, Director, 8. Mr. Jarun Wiwatjesadawut, Director & Recruitment Committee Member, 9. Mr. Seni Jittakasem, Director & Compensation Committee Member, 10. Mr. Kitipan Sasanavin, Director, Recruitment Committee Chairman, 11. Mr. Pramuanchai Taweesedt, Director & Audit Committee Chairman, 12. Mr. Amornrit Kaosaiyanon, Director & Audit Committee Member, 13. Mr. Raj Tanta-Nanta, Director & Compensation Committee Member, 14. Mr. Sucheep Boonveera, Director & Executive Director, 15. Mr. Senee Krajangsri, Director & Executive Director, 16. Mr. Kasidit Ajanant, Director & Audit Committee Member, 17. Gen. Ekachai Chansri, Advisor to the Board. 5 Management attending the meeting 1. Mr. Suriyan Kojonroj, Company Secretary and Chief Operation Officer, 2. Mr. Surasak Suttamas, Chief Executive Officer, 3. Dr. Thongchai Chatyingmongkol, Director (Medical Affairs), Sikarin Hospital, 4. Miss Penruedee Jitlekha, Director (Accounting and Finance), 5. Mr. Pongsak Khanich, Director (Legal Affairs), 6. Mrs. Parinda Vongsakul, Director, Office of the Secretary. Auditors attending the meeting 1. Mr. Pojana Asavasantichai, 2. Miss Pojanarat Siripipat. The Chairman informed the assembly that Sikarin had set up an Investor Relations Center, to handle this meeting under the Office of the Secretary, having Mrs. ParindaVongsakul as Director of that Office. It would serve as an additional channel to communicate with shareholders in terms of suggestions, objections or AGM procedures. Shareholders might be called to remind of the meeting. In addition, Sikarin has applied E-Register and E-Voting of the Securities Depository Center, Stock Exchange of Thailand for the registration and voting in the meeting and invited officers of the Securities Depository Center to control and handle the computer program. In order for shareholders to understand voting procedures, the Company Secretary (Mr. SuriyanKojonroj) will elaborate how to cast and count votes at each agenda. The Company Secretary informed the assembly that before the Annual General Meeting, Sikarin gave a chance to shareholders to propose an issue to table as an agenda and/or nominate a candidate to run as a Director during the period December 3 to 31, 2013 but no one proposed any issues or nominated anyone for directorship. Sikarin has published the notification for the meeting in its website and notified the Stock Exchange of Thailand since March 27, 2014.