Minutes of Annual General Meeting of Shareholders for the year 2006 of United Securities Public Company Limited
Date, Time and Place The Meeting was held on Thursday 27 April, 2006 at 10.00 a.m., at Amarin 1-2 Room, the Grand Hyatt Erawan Hotel, M Floor, Rajdumri Road, Bangkok. Present Directors : 1. Mr. Mitsuji Konoshita Chairman of the Board 2. Mr. Wichien Wattanakun Independent Director / Chairman of the Audit Committee 3. Mr. Chokechai Tanpoonsinthana Independent Director / Audit Committee member 4. Mr. Chongrak Sripunporn Independent Director / Audit Committee member 5. Mr. Vorapol Socatiyanurak Independent Director 6. Mr. Tatsuya Konoshita Director / Chairman of the Executive Board 7. Mr. Jeremy Liau Director / Executive Director/ Managing Director 8. Ms. Sudthida Chirapatsakul Director / Executive Director/ Managing Director-Brokerage 9. Ms.Tippranee Chatmanop Director / Executive Director/ SEVP.- Business Support Absent Directors : -NonePreliminary Proceedings Mr. Mitsuji Konoshita was the Chairman of the Meeting. The Chairman welcomed all the shareholders and announced that the Meeting would be conducted in English but the Secretary would do the translation and would also be the one who announce the quorum as well as the voting method to the Meeting in Thai so that everybody would be able to understand and follow properly. Moreover, agenda 2 would also be conducted in Thai for more convenience. Quorum Announcement The Secretary announced that there were 21 shareholders attended in person and 25 attended by proxies which gave the total of 46 shareholders, representing 120,868,858 shares or equals to 71.55% of the total issued shares of the Company which were more than one third of the total issued shares of the Company of 168,816,704 shares. A quorum was thus constituted according to Section 31 of the Articles of Association which states that “In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five persons or not less than one half of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third of the total number of issued shares of the company”. Voting Method Announcement The Secretary went on to announce the voting method as follows: In each of the agenda, the resolution could be met from a majority vote of the shareholders except agenda 6 to consider and approve the Directors’ remunerations, which should gain at least two-third of all the votes from the shareholders present in the Meeting by using 1 share 1 vote system in every agenda. Therefore, toward the end of each agenda, the Chairman will ask the shareholders to cast their vote by raising their hands for only those who would like to
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disapprove and abstain voting. Then the staff would approach and ask them to fill in the voting card and had the vote recorded. However, if there is no hand raised, that means that the shareholders agree or approve for the proposed matters. The voting result would be announced to the Meeting after each agenda. After all shareholders understood the voting method, the Chairman then declared the Meeting duly convened to consider the agenda as follows: Agenda 1. To Certify the Minutes of Extraordinary General Meeting of Shareholders no. 1/2005 The Chairman proposed the Meeting to certify the Minutes of the Extraordinary General Meeting of Shareholders no. 1/2005, held on 15 September, 2005 a copy of which was sent to the shareholders together with the notice of this Meeting. Resolved It was resolved that the said Minutes be certified. The above resolution was certified with a unanimous vote as follows: Approve 120,868,858 votes Not Approve -none- Abstain -none2. To Acknowledge and Approve the Directors’ Annual Report and the Company’s audited Financial Statements for the year ended 31 December, 2005 The Chairman asked Khun Tippranee, Director and SEVP.- Business Support Division taking care of Finance & Accounting Department to report the Company’s performance FY2005 in order to propose the Meeting to acknowledge and approve the Directors’ Annual Report and the Company’s audited Financial Statements for the year ended 31 December, 2005. In addition, the Chairman told the Meeting that there was also a representative from the Company’s independent auditor, Ernst & Young Office Ltd., present in the Meeting to answer questions or to provide more information if needed. Khun Tippranee reported that the Company’s total Assets were 1,289,151,376 Baht, net investments totaled 33,502,910 baht and total net securities business receivables and accrued interest receivables was 419,602,288 baht. The Company’s total revenues were 301,314,067 baht while the total expenses were 317,596,557 baht. Therefore, the Company had a net loss of 16,282,490 baht or a net loss per share of 0.12 baht. Consequently, the Retained earnings were 134.7 million baht compared to the retained earnings of 200.7 million baht in the year 2004. Resolved It was resolved that the Directors’ Report, the audited balance sheet for the year ended 31st December, 2005 be acknowledged and approved. The above resolution was approved with a unanimous vote as follows: Approve 120,868,858 votes Not Approve -none- Abstain -noneAgenda 3. To Approve No Dividend Payment for FY2005 The Chairman stated that as in the year 2005, the Company had a net loss of 16.2 million baht, it is the opinion of the Board of Directors to recommend the shareholders to approve no dividend payment. This is to comply with the Company’s dividend payment policy which states that dividend payment will be approximately 50 percent from the Company’s net profit of that fiscal year. And as he is the representative from the new management of the Company, he
Agenda
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would like to assure that the Company will try to do the best it can to improve its performance. Besides, the Board of Directors had resolved to change the company’s dividend payment policy to pay approximately 75% from the Company’s net profit of the fiscal year. Therefore, the Chairman asked the Meeting to approve no dividend payment for the year 2005. It was resolved that there would be no dividend payment for the year 2005 as proposed. The above resolution was approved with a majority vote as follows: Approve 120,718,858 votes Not Approve -none- Abstain 150,000 votes
Resolved
Agenda 4. To Elect Directors to Replace those Retired by Rotation. The Chairman informed the Meeting that under the Articles of Association of the Company Section 15, one-third or nearest to one-third of the directors, who have held the office longest, must retire by rotation at every annual general meeting of shareholders. As for this year, there were altogether 9 members of the Board, there would be 3 directors retired by rotation as follows : 1. Mr. Chongrak Sripunporn 2. Mr. Chokechai Tanpoonsinthana and 3. Mr. Vitoon Wongkusolkit However, on 27 January, 2006, there was a change in the shareholders’ structure which resulted in the appointment of new Directors to replace the resigned Directors. In this case, Mr. Mitsuji Konoshita, was appointed to replace Mr. Vitoon Wongkusolkit and according to the Company’s Articles of Association Section 18, the replaced Director shall be in the position for the remaining period of the Director whom he replaced. Consequently, Mr. Mitsuji Konoshita would be the third one who retire by rotation. For this agenda, the Board’s opinion is to re-elect all three directors to be the directors of the Company for another term. The brief profile of each person has already been attached in the invitation letter. However, for this agenda, each individual person would be voted one by one. Resolved It was resolved that all 3 directors who were retired by rotation be re-elected as directors for another term. The above resolution was approved with a unanimous vote as follows: 1. Mr. Chongrak Sripunporn : Approve 120,868,858 votes Not Approve -none- Abstain -none2. Mr. Chokechai Tanpoonsinthana : Approve 120,868,858 votes Not Approve -none- Abstain -none3. Mr. Mitsuji Konoshita : Approve 120,868,858 votes Not Approve -none- Abstain -noneAgenda 5. To Approve the Appointment of Auditor and Set up the Auditing Fee The Chairman proposed the Meeting to consider and approve the appointment of Ernst & Young Office Limited as the independent auditor of the Company for the year 2006 which will be the 7th year of using their services. However, for the past 5 years, the auditor was Miss Rungnapa Lertsuwankul CPA no. 3516 but for the year 2006, the auditor will be changed to the new audit members as follows:
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Mr. Sophon Permsirivallop CPA no. 3182 or Miss Sumalee Reewarabandith CPA no. 3970 or Miss Vissuta Jariyathanakorn CPA no. 3853, in which one of the three members be empowered to audit, do and sign in verification of the Company’s financial statements. The Board also recommends the shareholders to approve the auditing fee of Baht 625,000 (Six hundred twenty five thousand baht only) per annum exclusive of other expenses. The said fee was increased by Baht 65,000 from last year due to the increase in the Company’s branches. Moreover, the above audit members do not have any relationship or conflict of interest whatsoever, with the Company and or its management, major shareholders and their related persons. Resolved It was resolved that the appointment of the auditors and their remuneration according to the above details, be approved. The above resolution was approved with a unanimous vote as follows: Approve 120,868,858 votes Not Approve -none- Abstain -none-
Agenda 6. To Consider and Approve the Remunerations of Board of Directors, Audit Committee and Executive Board. The Chairman stated that the Audit Committee was assigned to consider the remunerations of the Company’s Board of Directors which comprises of monthly meeting fee and bonus and the proposed meeting fee was determined by comparing the rates with the other listed broker firms in similar size in order that they are comparable and in relation to the duties assigned as well as related to the Company’s performance. And the Board recommended the shareholders to approve the proposed meeting fee as follows: Monthly Meeting Fee: The same rate as the year 2005: -The Chairman of the Board- Baht 25,000 per month Other Directors- Baht 20,000 per month each -The Chairman of the Audit Committee- Baht 20,000 per month Other Audit Committee members- Baht15,000 per month each -The Executive Director exclusively for non-employee director (if any) Baht 10,000 per month each. At present there is no such Executive Director. Bonus: The Board recommends that there should not be any bonus paid to the Board of Directors and the other two boards as the Company had a net loss. The Chairman then asked the Meeting to vote to approve the above remunerations Resolved It was resolved that the monthly meeting fees for the year 2006 be approved as proposed and no bonus for the year 2005 be paid to the Directors. The above resolution was approved with a unanimous vote as follows: Approve 120,868,858 votes Not Approve -none- Abstain -noneOther Business (if any) -none-
Agenda 7.
As all the agenda had been completed, the Chairman stated that all questions and suggestions were fully welcome. The summary of the Question and Answer is as follows:
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Question:
It was informed in the Extraordinary General Meeting of Shareholders No. 1/2005 which was held on September 15, 2005 that the Company was in the process of filing an application for Derivatives License from the Office of the Securities and Exchange Commission (the SEC). It was 7 months passed that the Company has not yet obtained such license and the shareholder would like to ask the Company to update the progress of this matter. As there was a change in the Company’s major shareholder and management team who are foreigners, the Company had to request for an approval from the SEC prior to re-filing for the Derivatives License. At the moment, the new management structure was approved and also documentation for Derivatives License was resubmitted. The Company is waiting for the approval from the SEC. However, the Company fully prepares itself in terms of human resources as well as the supporting system to run the Derivatives business. The shareholder would like to know about the present customers’ proportion of the Company as there was a change in the management structure. Currently, more than 90% of the Company’s customers are retail customers and the Company is planning to increase more institutional customers who may be less risky in the near future. The shareholder would like to know whether the Company would be able to increase the market share from 1% to 2% under the present economic situation and through 90% of retail customers. Moreover, the shareholder recommended that the customers’ proportion of the Company should be Retail 70: Institution: 20 and Fund: 10. Last year, about 5-6 branches were opened but the market situation was not good enough and for this year the Company plans to open a few branches in which the Company expects to expand more customer base. For the Institutional customers and Japanese customers, the Company has a plan to urge the Japanese investors to invest in June – July 2006.
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As there was no other business to discuss, the Chairman thanked the shareholders for their participations and precious advices, which will be considered for the Company’s future improvement. The Meeting closed at 11.10 a.m.
(Signed)
__ Chairman (Mr. Mitsuji Konoshita)
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