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Date: March 5, 2010 |
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| Subject: |
Invitation to attend the Annual General Meeting of Shareholders No.7/2010 |
| Attention: |
All Shareholders of Thai Optical Group Public Company Limited |
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Please download this files. |
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1.Copy of the minutes of the Annual General Meeting of Shareholders No.6/2009 |
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2.the Annual Report 2009 including the Company’s financial
statement as of December 31, 2009 |
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3.The biographies of candidates who are presented for directors’ nomination to
replace the retired directors. |
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4.Annual directors’ remuneration |
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5.The list of the Auditors and Audit fee |
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6.The Company’s regulations regarding to the Annual General Meeting of
Shareholders |
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7.The information of required documents and evidences of shareholders for
attending AGM No. 7/2010 |
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8.Proxy form and the details of the Independent Directors who have been
appointed as shareholder’s proxy |
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9.Form for hard copy of the Annual Report 2009 |
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10.Map to the meeting place (Sinn Sathorn Tower) |
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11.Map to the meeting place (Sinn Sathorn Tower) |
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Annual General Meeting of Shareholders No.6/2009 |
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| During the meeting of The Board of Directors of Thai Optical Group Public Company Limited held on 10th February, 2010, the meeting had the resolution to hold the Annual General Meeting of Shareholders No.7/2010 on Monday 5th April, 2010 at 10.30 hr. at the meeting room on 11th floor, Sinn Sathorn Tower, Krungdhonburi Road, Klongtonsai, Klongsan, Bangkok 10600 to consider issues regarding the following agendas: |
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| Agenda 1: To consider and make an approval on the Minutes of the Annual General Meeting of Shareholders No.6/2009 held on April 8, 2009. |
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Background:
The minutes of the Annual General Meeting of Shareholders No.6/2009, held on 8th April, 2009 were prepared within 14 days from the date of the meeting and then sent to the Stock Exchange of Thailand and the Ministry of Commerce within the timeframe prescribed by laws. These minutes have proposed to approve by shareholders in the Annual General Meeting of Shareholders No.7/2010. |
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The Board’s Opinion :The Board recommended the shareholders’ meeting to approve the minutes of the Annual General Meeting of Shareholder No.6/2552 as proposed. The Board agreed that the minutes of the meeting have duly been recorded accurately. Moreover, the Company has submitted the minutes with this invitation letter and documents related to the AGM No. 7/2010 starting on 5th March, 2010, with details as in Attachment. 1. |
| Agenda 2: To acknowledge the 2009 performance of the Company in accordance with the
Annual Report 2009. |
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Background: The Company has presented the operating performances and the significant changes for the year 2009, appearing in the Annual Report 2009 to the shareholders’ meeting. |
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The Board’s Opinion :The Board agreed to present the annual report of activities including the operating performances and the significant changes of the Company for the year 2009 to the shareholders’ meeting. |
| Agenda 3: To consider and make an approval on the Company’s Balance Sheet, Profit
and Loss Statement for the year ended December 31, 2009 and acknowledge
the report from Certified Public Accountant.
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Background: According to Public Limited Company Act, B.E. 2535 prescribed that the Company must prepare the Balance sheet, Profit and Loss Statements for the year ended December 31, 2009 which have been audited by Certified Public Accountant for an approval by the shareholders’ meeting which are also appeared in the Annual Report 2009. |
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The Board’s Opinion :The Board agreed that the shareholders’ meeting should approve the Company’s Balance Sheet and Profit and Loss Statement for the year ended December 31, 2009 that have been already audited by Certified Public Accountant and approved by the Audit Committee. |
| Agenda 4: To consider and make an approval on the appropriation of net profit and dividend payment for the year 2009 and the closing date. |
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According to the Public Limited Company Act B.E.2535, the Company should
provide net profit as a reserved fund in the amount not less than 5 percent of the annual net profit less the accumulated loss brought forward (if any) until the reserved fund attains the amount not less than 10 percent of paid-up capital. The Company has set the dividend payment policy to allocate for the dividend paid not less than 40 % of the net profit of the individual company depending on the economic condition and the Company’s performances. According to the Company’s Financial Statement for the year 2009, the Company gains the net profit 116.67 Million Baht which can compare with dividend payment of the previous year as follows. |
| The details of dividend payment |
2008
(Company’s Financial Statement) |
2009
(Company’s Financial Statement)
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| 1. Unappropriated retained earnings |
331.70 Million Baht |
356.73 Million Baht |
| 2. Net profit |
131.61 Million Baht |
116.67 Million Baht |
| 3. Less: Legal reserve 5% |
6.58 Million Baht |
5.84 Million Baht |
| 4. Net Profit after legal reserve |
125.03 Million Baht |
110.83 Million Baht |
| 5. The amount of shares |
468.75 Million Shares |
468.75 Million Shares |
| 6. Dividend payment per share for the whole year |
0.25 Baht/Share |
0.25 Baht/Share |
| 7. Interim dividend payment |
0.10 Baht/Share |
0.10 Baht/Share |
| 8.Final dividend payment |
0.15 Baht/Share |
0.15 Baht/Share |
| 9. Total dividend payment |
110.31 Million Baht |
117.19 Million Baht |
| 10.The percentage of dividend payment |
83.82 % |
100.45 % |
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The Board’s Opinion :
The Board of directors proposed the meeting to approve the appropriation of profit and dividend payment in year 2009 as follows:
A. Appropriation for Reserved Fund by Law
The Board of Directors proposed the meeting to approve the allocation for reserved fund by law
in the amount of 5.84 Million Baht.
B. Appropriation for Dividend Payment
The Board of Directors proposed the meeting to approve the dividend payment of 0.25 Baht per share for the year 2009 , in total amount of 468.75 Million shares and in total amount of 117.19 Million Baht. However, as the Company already paid the interim dividend of 0.10 Baht per share, therefore the final dividend will be 0.15 Baht per share.
C.Record Date
The said dividend payment will be paid to eligible shareholders according to the regulation of the Company, whose names are listed on the Shareholders’ Registration Book on the record date of Monday 19th April, 2010 and the book-closing date will be Tuesday 20th April, 2010 with dividend payment on Friday 30th April, 2010. |
| Agenda 5: To consider and elect directors to replace those who will be retired by rotation. |
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Background:According to the Public Limited Company Act B.E.2535 and the Company’s regulation No. 22, it is prescribed that one - third of all directors must be retired by rotation on the date of Annual General Meeting of Shareholders every year. For this year: 2010, 4 directors, whose terms are expired, are as follows;
1. Mr. Wirach Pracharktam Director and Deputy Managing Director of Business Sector
2. Mrs. Pornpun Thotrakul Director and Administrative Deputy Managing Director
3. Mr. Phairuch Mekarporn Independent Director
4. Mr. Singh Tangtaswas Independent Director
(The details are shown in Attachment 3)
In addition, the Board of Directors agreed upon the criteria on the election of directors, proposed by the Nomination and Remuneration Committee. Therefore, the Board decided to propose 4 directors as mentioned above, to hold the Company’s directorship for another term. This as a result of having no nominee director proposed by shareholders as the Company provided the opportunity for them to propose nominee director during October 2009 - December, 2009. |
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The Board’s Opinion : The Board of Directors recommended the shareholders’ meeting to approve those 4 directors to hold the Company’s directorship for another term due to their qualifications, skills and experiences which will benefit to the Company. |
| To consider and approve the remuneration of the Company’s Directors for 2010. |
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Background:
Regarding to the Company’s regulation No. 23, it is prescribed that the Directors’ remuneration must be fixed by the Annual General Meeting of Shareholders. So, the shareholders meeting should fix the remuneration of the Company’s Directors for 2010. In this regard, the Nomination and Remuneration Committee considered carefully on proper Directors’ remuneration
compared with the reference of same industry as well as considered on the Business growth & the Company’s profit growth in accordance with the present appropriate economic situation. The remuneration of Committees and Sub-committees for 2010 was proposed to fix at 4,944,000 Baht.
(The details are shown in Attachment 4) |
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The Board’s Opinion : The Board agreed that the shareholders meeting should approve the remuneration of the Company’s Directors and Sub-committee Directors for 2010 at 4,944,000 Baht according to the Nomination and Remuneration Committee’ s proposal. |
| Agenda 7: To consider and approve the appointment of the Company’s auditors and to fix
their remuneration for 2010.
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Background:
According to the Public Limited Companies Act B.E. 2535, the appointment of the Company’s auditors and the audit fee must be approved in the Annual General Meeting.
(The details are shown in Attachment 5) |
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The Audit Committee’ s Opinion: : The Audit Committee of the Company recommended the former auditors from the Ernst &Young Office Limited, to be the Company’s auditors and its Subsidiary for the year 2010 because of their standard, expertise and good performance. In addition, to compare with other companies with the same standard, the service fee of Ernst &Young Office Limited is reasonable and appropriate to their job content. |
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The Board’s Opinion :
In accordance with the Public Limited Company Act B.E.2535, the shareholders’ meeting should appoint the Company’s auditors and considered service fee for every annum and as the recommendation of the Audit Committee, the Board of Directors considered and proposed the shareholders’ meeting to appoint the auditors from Ernst &Young Office Limited to be the auditors of the Company and its Subsidiary for the year 2010 as follows.
- Mrs. Saiphon Inkeaw , Certified Public Accountant (Thailand) No.4434,or
- Mr. Wichart Lokedkrawee, Certified Public Accountant (Thailand) No.4451, or
- Miss Siriwan Suratepin Certified Public Accountant (Thailand) No.4604
Moreover, the auditors as mentioned above have no relationship or transaction with the Company and its Subsidiary, the executive management, the major shareholders or any person who has relationship with the said persons that may create the conflict of interest.
The Board of Directors as recommended by the Audit Committee, proposed the shareholders’ meeting to approve audit fee for the year 2010 to be1,050,000 Baht (One million and fifty thousand Baht) per annum, which is increased by 5% from the year 2009.
At present, Ernst & Young Office Limited is also the auditor of the Company’s Subsidiary, Thai Optical Company Limited with audit fee of 525,000 Baht which is increased by 5% from the previous year 2009. Moreover, in the past year, the Company and its Subsidiary did not receive any other non -audit fee from the said auditors’ office or its related company. |
| Agenda 8: Other matters (if any) |
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We hereby invite our shareholders to attend the meeting on date, time and place mentioned above and the registration to attend the meeting will be provided starting from 9.00 hrs.
In addition, as during October 2009 – December 2009, the Board of Directors of the Company provided the opportunity for shareholders to propose additional matters for the AGM agenda, no matter has been proposed.
If shareholders wish to appoint a person to attend the Annual General Meeting of Shareholders and vote on their behalf, please complete the proxy form with the grantor’s signatures and attach duty stamp, or download the proxy form at www.thaiopticalgroup.com. Please use only one form of those as appropriate and submit it to the staff assigned by the Chairman of the meeting.
In case the shareholders cannot attend the 2010 Annual General Meeting of Shareholders, they can appoint TOG’s Independent Director to attend and vote at the meeting on behalf of the shareholders.
Please be informed that these following 3 Independent Directors are not stakeholders in the election of Directors.
- Mr. Wicha Jiwalai
- Pol. Gen. Pakorn Sappakit
- Mr. Banchong Chittchang
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