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| EXC. 9/2013 |
| March 4, 2013 |
Subject: Invitation to the Annual General Meeting of Shareholders No. 37/2013
To: Shareholders |
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| Enclosures: |
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1. Copy of the Minutes of the Annual General Meeting of the Shareholders No. 36/2012 [download]
2. Annual Report 2012 [download]
3. Supplement to Agenda 5: Biography of the nominee to be elected directors[download]
4. Supplement to Agenda 8 (No. 1) : Information Memorandum on Connected Transactions [download]
5. Supplement to Agenda 8 (No. 2) : Additional Information Memorandum on Connected Transactions pursuant to Clause 20 of the Connected Transaction Rules[download]
6. Supplement to Agenda 8 (No. 3) : Opinion of the Independent Financial Advisor Regarding Connected Transaction on Entering into the Cash Management Agreement with Bangkok Dusit Medical Services Plc.[download]
7. A map to the meeting venue [download]
8. Company’s Articles of Association concerning the Shareholder Meeting and Voting Procedures[download]
9. Proxy form and details of the documents required
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| The Board of Directors of Samitivej Public Company Limited has resolved to call for the 37th Annual General Meeting of the Shareholders of the year 2013 to be held on Friday, April 5, 2013 at 14.00 hour at Bancha Lamsam Auditorium, Building 2, Samitivej Sukhumvit Hospital, No.133 Sukhumvit 49, Klongtan-Nua, Vadhana, Bangkok 10110, to consider the following agenda; |
| Agenda 1: |
To approve the Minutes of The Annual General Meeting of Shareholders No.36 of the year 2012 |
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Board’s proposal: The Minutes be approved. |
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| Agenda 2: |
To acknowledge the report of the board of directors on 2012 operational results. |
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Board’s proposal: Shareholders acknowledge the report. |
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| Agenda ่ 3: |
To consider and approve the Balance Sheet, Profit and Loss Account and Auditor’s Report of fiscal year ending December 31, 2012 |
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Board’s proposal: The Financial Statements be approved. |
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| Agenda 4: |
To consider and approve annual 2012 profit allocation. |
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Board’s proposal: The meeting should approve the 2012 profit allocation as follow: |
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(1) Paying dividend of 2012 results at the rate of Baht 4.25 per share to the shareholders holding total 100,000,000 shares total Baht 425,000,000.- which comprised of the Interim Dividend payment of the first 9 months results from the period of January 1 to September 30, 2012 previously paid on December 18, 2012 at the rate of Baht 2.- per share, total Baht 200,000,000.- Thus, to declare the dividend payment for the last 3 months at Baht 2.25 per share total Baht 225,000,000.- after the AGM passing the resolution within May 3, 2013
(2) Since the company has already allocated the legal reserve fund meeting the minimum requirement or equal to Baht 100,000,000.-, therefore, the company shall not allocate any additional reserve fund.
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| Agenda 5: |
To consider the election of new Directors replacing Directors who retire by rotation |
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Board’s proposal: The total number of Board of Director is 11 members, and there are 4 retiring directors in year 2013 comprised of Mr. Wallop Adhikomprapa, Somsiri Sakolsatayadorn, M.D., Mr. James P. Rooney and Mr. Pradit Theekakul. The Board has an opinion to re-elect the retiring directors serving for another term. Unfortunately, Mr. Wallop Adhikomprapa declined to resume the position. Therefore, the Board recommended to appoint 4 directors comprised of Somsiri Sakolsatayadorn, M.D., Mr. James P. Rooney, Mr. Pradit Theekakul and Mrs. Narumol Noi-am
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| Agenda 6: |
To consider appointment of the company’s auditors for the fiscal year 2013 and fix remuneration for the auditors |
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Board’s proposal: The Shareholders should appoint the auditors from Ernst & Young Co., Ltd. to be company’s auditors for the fiscal year 2013 and fix remuneration for the auditors total Baht 1,200,000.- which is the same amount as previous year. The auditors are namely:
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(1) Mr. Narong Puntawong Auditor number 3315 and/or
(2) Mr. Wichart Lokatekrawee Auditor number 4451 and/or
(3) Ms. Kamontip Lertwitworatep Auditor number 4377 |
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| Agenda 7: |
To consider and approve director’s remuneration |
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Board’s proposal: The meeting should approve the director’s remuneration according to the company Article of Association as the followings: |
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(1) Meeting allowance : Approval of the Boards meeting allowance of year 2013 at the same rate as last year
(2) Bonus : The Boards of Director shall not accept any bonus
(3) Gratuity : The Boards will accept the gratuity amount total Baht 8,000,000.- and such amount shall be allocated by the board among themselves. |
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| Agenda 8: |
To consider and approve the Company to be able to manage its liquidity by depositing its funds with Bangkok Dusit Medical Services Public Company Limited (“BGH”) and receipt of loan from BGH through the Liquidity Management System carried out by commercial banks, among the network of BGH |
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Board’s proposal: The Board deems it appropriate to propose to the shareholders’ meeting of the Company to consider and approve the Company to be able to manage its liquidity by depositing its funds with BGH and receipt of loan from BGH through the Liquidity Management System, or commonly known as “Cash Pooling”, carried out by commercial banks, among the network of BGH. These transactions are considered as connected transactions, in which the Company extends financial assistance to and receives financial assistance from its connected person, pursuant to the Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551 entitled Rules on Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 (the “Connected Transaction Rules”) on the grounds that BGH is regarded as a connected person of the Company, considering that BGH is a direct major shareholder of the Company, holding 95.76 per cent of the total issued shares of the Company. In this regard, when considering the transaction size of the above transactions pursuant to the Connected Transaction Rules, such transaction size which are calculated based on the audited consolidated financial statements of the Company as of 31 December 2012 is higher than 3 per cent of the Company’s net tangible assets. Therefore, the Company is required to disclose the relevant information to the Stock Exchange of Thailand and to hold the shareholders’ meeting of the Company to consider and approve the above transactions with affirmative votes of not less than three-fourths of the total votes of the shareholders attending the shareholders’ meeting and are eligible to vote, excluding the votes of interested shareholder (i.e. BGH). In this connection, the detailed information of the above transactions is disclosed in the information memorandum on connected transactions which is attached hereto.
In addition, the meeting of the Board of Directors deems it appropriate to propose to the shareholders’ meeting of the Company to consider and approve to authorize the Board of Directors of the Company who are not the representatives of BGH, or the person appointed by such Board of Directors, to consider and perform any acts which are relevant to and/or in connection with the management of the Company’s liquidity as proposed hereunder, including but not limited to determining or amending any conditions and other details which are necessary and relevant to the Cash Management Agreement between the Company and BGH, as well as to negotiate and agree on such agreement and any other relevant agreements. In this connection, the authorized directors of the Company shall have the power to execute any relevant agreements and documents which is required for the successful completion of the above transactions.
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| Agenda 9: |
Other business (if any) |
Resolved to fix a list of shareholders entitled to attend and vote at the 2013 Annual General Meeting of Shareholders and receiving the dividend; shall be determined on March 14, 2013 (the Record Date) and the names of shareholders shall be gathered on March 15, 2013 (the Book Closing Date) in accordance with section 225 of the Securities and Exchange Act, 1992. However, the dividend payment remains uncertainty until approval by the shareholders.
Kindly attend the meeting at the date, time and place mentioned above. Any shareholders who wishes to appoint a proxy to attend the meeting and vote on his/her behalf is kindly requested to complete the attached proxy form and submit to the Chairman or person designated by the Chairman before the commencement of the meeting.
Sincerely yours,
Somsiri Sakolsatayadorn, M.D.
Managing Director & CEO
Executive Office
Tel. 02 711-8677
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