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Dividend Payment and Annual General Meeting Of Shareholder

BackMar 15, 2007

14 March 2007

Subject: Report on Resolution of the Board of Directors Meeting No.2/2007

Attention: The President The Stock Exchange of Thailand (the SET)

We, Big C Supercenter Public Company Limited (the Company), would like to inform you of the resolution of the Board of Directors Meeting No. 2/2007 held on 14 March 2007 at 10:00 A.M., as follows:

1. Approval of the Financial Statements for the year ended 31 December 2006, which have been considered by the Audit Committee and audited by the Certified Public Account

2. Approval of dividend payment for the operating period year 2006

3. Approval of the policy of remuneration of Board of Director, Audit Committee and Good Corporate Governance Committee at the amount not exceeding Baht 6,240,000 per annum as proposed by the Good Corporate Governance Committee

4. Approval of the appointment of Ernst & Young Office Co., Ltd. as the auditor of the Company and its subsidiaries for the year 2007 and remuneration of Baht 6,010,000 per annum as proposed by the Audit Committee

5. Approval of the removing of the Company Head Office; From no. 89/36 7th Floor, Univest Building, Lumpini Sub-District, Pathumwan District, Bangkok 10330. To no. 97/11 6th Floor, Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330. The effective date and detail of contact number will be informed later.

6. Fixing the date, time and place for the Annual General Shareholders Meeting for the year 2007 to be held on the 27th April 2007 at 9:00 a.m., at Arnoma I Room, 3rd Floor Arnoma Hotel, No.99 Rajdamri road, Lumpini Sub-District, Pathumwan District, Bangkok, and the fixed the agendas for this Annual General Shareholders Meeting as follows:

(1) To consider and approve the Minutes of the Annual General Shareholders Meeting for the year 2006 held on 27 April 2006.
Opinion of the Board: To propose to the Annual General Shareholders Meeting to approve the Minutes of the Annual General Shareholders Meeting for the year 2006

(2) To consider and approve the Annual Report and the Financial Statements of the Company for the year ended 31 December 2006 audited by the Company auditor
Opinion of the Board: To propose to the Annual General Shareholders Meeting to acknowledge and approve Annual Report and the Financial Statements of the Company for the Year ended 31 December 2006 audited by the auditor

(3) To consider and approve the allocation of profit, payment of dividend and legal reserve for the year 2006
Opinion of the Board: To propose to the Annual General Shareholders Meeting to approve the payment of dividend for the year 2006 at the rate of 62% of the net profit after deduction of the statutory reserve, allocation of profit, payment of dividend and statutory reserve for the year 2006 as follows:

Allocation for dividend payment:
1,250,163,055
Baht
Payment for each ordinary share:
1.56
Baht (per share)
Statutory Reserve:
106,250,000
Baht
Date of dividend payment:
May 25, 2007

As such, the Company will fix the date for closing the Company Share Register for designation the Right of shareholders to receive the dividend on the 9th of April 2007 at 12.00 hr.

(4) To consider and approve the election of directors in place of those retiring from the office by rotation
The retiring directors at this Meeting are

(1) Mr. Yves Bernard Braibant
(2) Mr. Nontaphon Nimsomboon
( 3) General Winai Phattiyakul
(4) Dr. Rongphol Chareonphandhu

Opinion of the Board: To propose to the Annual General Shareholders Meeting to re-appoint all retiring directors

(5) To Consider and fix the remuneration of Board of Director, Audit Committee and Good Corporate Governance Committee for year 2007
Opinion of the Board: To propose to the Annual General Shareholders Meeting to approve the remuneration of Board of Director, Audit Committee and Good Corporate Governance Committee for year 2007 at the amount not exceeding Baht 6,240,000 per annum as proposed by the Board

(6) To consider and approve the appoint an auditor of the Company and fix his/her remuneration
Opinion of the Board:
* To appoint Ms. Saifon Inkaew, auditor license no. 4434 and/or Ms. Ratana Jala, auditor license no. 3734 and/or Ms. Tippawan Nananuwat, auditor license no. 3459 of Ernst & Young office to be the Company auditor and to appoint Mr. Wichart Lokatekrawee, auditor license no. 4451 and/or Ms. Kamontip Lertwitworatep, auditor license no. 4377 of Ernst & Young office to be the auditor of the Company subsidiaries for the financial year ending 31 December 2007

* To approve the remuneration of Baht 4,200,000 (Baht Four Million Two Hundred Thousand) for the Company only and of Baht 6,010,000 (Baht Six Million and Ten Thousand) for the whole group

(7) To consider and approve the revenue recognition for the cancellation of the Dividend amount of Baht 557,856 (Five Hundred Fifty Seven Thousand Eight Hundred Fifty Six Baht) due to the non qualification of the shareholders to receive the dividend
Opinion of the Board: To approve the Revenue Recognition for the cancelled Dividend of the Year 2006 at the amount of Baht 557,856(Five Hundred Fifty Seven Thousand Eight Hundred Fifty Six Baht)

(8) Other business (if any)

7. Fixing the date for closing the Company Share Register Book for designating the right to attend the Annual General Shareholders Meeting for the year 2007 on the 9th of April 2007 at 12:00 hr. until the Annual General Shareholders Meeting for the year 2007 is completed.

The Company will extend the invitation to the shareholders to attend the company shareholders meeting on the website www.bigc.co.th, 30 days before the meeting.

Please be informed accordingly.

 

Sincerely Yours,

 

Ms. Rumpa Kumhomreun
Vice President, Finance and Accounting