Reports to the Stock Exchange
Resolution AGM No. 1/2013 (Revised Template)
Resolution of securities holders
Subject : Shareholders meeting's resolution
Meeting date : 29-Apr-2013
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
Ref.No.IVL005/04/2013
29 April 2013
President
The Stock Exchange of
Thailand
Subject: Resolution of the Annual General Meeting of Shareholders
No. 1/2013
Indorama Ventures Public Company Limited ("IVL") held its Annual
General Meeting of Shareholders No. 1/2013 on Monday 29th April 2013 at 2.00
p.m. at Athenee Crystal Hall, Plaza Athenee Bangkok A Royal Meridien Hotel, 61
Wireless Road, Bangkok 10330.
There were 2,045 shareholders attending the
Meeting, representing 3,787,678,433 shares, equivalent to 78.67%. The Meeting
passed the following resolutions as below:
1. Adopted the Minutes of the Annual
General Meeting of Shareholders No. 1/2012 dated 26 April 2012. The Meeting has
passed the resolution by majority votes of the shareholders and proxy holders
who attended the Meeting and cast their votes as
follows:
Approved 3,722,657,174 vote(s) equivalent to
99.9997%
Disapproved 9,500 vote(s) equivalent to
0.0002%
Abstained 154,510 vote(s)
2. Acknowledged the report
on the Company's operational results for the year 2012
3. Approved the
Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2012.
The Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as
follows:
Approved 3,786,699,863 vote(s) equivalent to
99.9930%
Disapproved 264,800 vote(s) equivalent to
0.0069%
Abstained 344,792 vote(s)
4. Approved no appropriation
to legal reserve and approved the dividend payment for the year ended December
31, 2012 of Baht 0.36 per share amounting to Baht 1,733,132,608.20. The Company
has already paid an interim dividend to shareholders at Baht 0.18 per share,
amounting to Baht 866,566,304.10 on 6 September 2012 and the Company will pay
the remaining dividend of Baht 0.18 per share, amounting to Baht 866,566,304.10
on 23 May 2013. The name of shareholders who have right to receive dividend
shall be recorded on 14 May 2013 and the book closing date shall be 15 May 2013,
on which the shareholders list as specified in section 225 of the Securities
and Exchange Act shall be complied. The Meeting has passed the resolution by
majority votes of the shareholders and proxy holders who attended the Meeting
and cast their votes as follows:
Approved 3,786,886,900 vote(s) equivalent
to 99.9921%
Disapproved 298,200 vote(s) equivalent to
0.0078%
Abstained 170,021 vote(s)
5. Approved the re-election
of Mr. Sri Prakash Lohia, Mr. Aloke Lohia, Mr. Amit Lohia, Mr. Udey Paul Singh
Gill and Mr. Chakramon Phasukavanich to serve as directors for another term. The
Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as follows:
1) Mr.
Sri Prakash Lohia - Chairman of the Board
Approved 3,684,051,305 vote(s)
equivalent to 97.3513%
Disapproved 100,230,663 vote(s) equivalent to
2.6486%
Abstained 3,152,153 vote(s)
2) Mr. Aloke Lohia - Vice
Chairman of the Board, Member of Nomination, Compensation
and Corporate Governance Committee and Group Chief Executive
Officer
Approved 3,769,926,347 vote(s)
equivalent to 99.5818%
Disapproved 15,828,521 vote(s) equivalent to
0.4181%
Abstained 1,679,253 vote(s)
3) Mr. Amit Lohia - Non
Executive Director
Approved 3,683,578,361 vote(s) equivalent to
97.3029%
Disapproved 102,100,607 vote(s) equivalent to
2.6970%
Abstained 1,755,153 vote(s)
4) Mr. Udey Paul Singh Gill -
Director
Approved 3,685,427,238 vote(s) equivalent to
97.3501%
Disapproved 100,315,430 vote(s) equivalent to
2.6498%
Abstained 1,691,453 vote(s)
5) Mr. Chakramon Phasukavanich -
Independent Director and Member of Audit Committee
Approved 3,785,597,436
vote(s) equivalent to 99.9960%
Disapproved 148,232 vote(s)
equivalent to 0.0039%
Abstained 1,688,453 vote(s)
6. Approved
the appointment of a new Independent Director, Mr. Apisak Tantivorawong and fix
the total number of directors on the Board from 13 directors to 14 directors.
The Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as
follows:
Approved 3,783,331,162 vote(s) equivalent to
99.9011%
Disapproved 3,742,042 vote(s) equivalent to
0.0988%
Abstained 363,121 vote(s)
7. Approved the remuneration
of directors for the year 2013 as not exceeding Baht 17,000,000 and authorize
the Board of Directors to allocate the above remuneration to directors. The
Meeting has passed the resolution by not less than two-thirds of the total
number of votes of the shareholders and proxy holders who attended the Meeting
as follows:
Approved 3,786,497,569 vote(s) equivalent to
99.9736%
Disapproved 615,488 vote(s) equivalent to
0.0162%
Abstained 380,876 vote(s) equivalent to
0.0100%
8. Approved the appointment of Mr. Winid Silamongkol, CPA No. 3378 or
Ms. Orawan Chunhakitpaisan, CPA No. 6105 or Mr. Charoen Phosamritlert, CPA No.
4068 or any other Certified Public Accountant nominated by KPMG Phoomchai Audit
Co., Ltd., as the auditor of the Company and approved the audit fee for the year
2013 as not exceeding Baht 7,800,000. The Meeting has passed the resolution by
majority votes of the shareholders and proxy holders who attended the Meeting
and cast their votes as follows:
Approved 3,783,384,455 vote(s) equivalent
to 99.9704%
Disapproved 1,116,914 vote(s) equivalent
to 0.0295%
Abstained 3,177,064 vote(s)
9. Approved the issuance
and offering of Debenture in an additional amount not exceeding Baht 25 Billion
with details as follows:
Type of Debenture: All types of debentures, with
and/or without a name registered, secured and/or unsecured debentures, with
and/or without debenture holders' representative, subordinated debentures and/or
unsubordinated debentures, perpetual and/or tenured depending on market
conditions at the time of offering.
Size of Debenture: In an additional
amount not exceeding Baht 25 Billion (Twenty Five Billion Baht) by issuing
either single or multiple offerings, and when including the existing amount of
Baht 25 Billion (as approved at the Extraordinary General Meeting of
Shareholders in 2011), the combined total amount will not exceed Baht 50
Billion.
Denomination: In Baht and/or the equivalent in other currencies
Interest Rate: Depends on market conditions at the time of
offering
Maturity: Not exceeding 20 years from the issuance date of each
issuance in the case of debentures other than those that are perpetual. In the
case of perpetual debentures, the maturity could be perpetual.
Debenture
Debenture holders and/or the Company may or may not have the
right
Redemption: to redeem debentures prior to maturity, depending on the
terms and conditions of each debenture issuance.
Offering: Debentures are to
be offered domestically and/or internationally to the public, and/or by private
placement, and/or to high net worth investors, and/or to local institutional
investors, and/or to foreign institutional investors in accordance with the
regulations of the Capital Market Supervisory Board and/or other relevant
regulations which are in force during the issuance of debentures.
Special
Conditions: In the case that the Company redeems or repays debentures, the
Company will be entitled to re-issue debentures to replace those that are
redeemed or repaid (on a revolving basis), provided that such reissuance, when
combined with other outstanding debentures, does not cause the aggregate amount
to exceed the maximum amount of debentures that has been approved.
In this
regard, the Board of Directors and/or any Executive Director and/or Group CEO
and/or any person designated by the Board of Directors of the Company and/or any
Executive Director and/or Group CEO are authorized to determine any conditions
and other details necessary for and pertinent to the issuance and offering for
sale of the debentures, such as the determination of the name, offering amount
each time, type, security (if any), offering price per unit, term, maturity
period, redemption period, right of early redemption, interest rate, principal
repayment method, allocation method, details of offering, etc., as well as to
arrange for the registration of such debentures with the Thai Bond Market
Association or any other secondary market and the appointment of a financial
advisor, underwriter, rating agency, asset appraiser, legal advisor, registrar,
debentureholders' representative or other relevant advisors or any persons who
are relevant to the issuance and offer for sale of debentures, and to enter
into, agree upon, sign any documents and other relevant agreements as well as to
contact, provide information, submit applications to the Office of the
Securities and Exchange Commission or other relevant authorities and take any
action necessary for and pertinent to the issuance of the debentures.
The
Meeting has passed the resolution not less than three-fourths of the total
number of votes of shareholders and proxy holders who attended the Meeting and
have the right to votes as follows:
Approved 3,763,137,719 vote(s)
equivalent to 99.3520%
Disapproved 24,141,193 vote(s) equivalent to
0.6373%
Abstained 399,521 vote(s) equivalent to 0.0105%
Please
be informed accordingly.
Sincerely yours,
(Mr. Souvik Roy
Chowdhury)
Company Secretary
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
Subject : Shareholders meeting's resolution
Meeting date : 29-Apr-2013
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
Ref.No.IVL005/04/2013
29 April 2013
President
The Stock Exchange of
Thailand
Subject: Resolution of the Annual General Meeting of Shareholders
No. 1/2013
Indorama Ventures Public Company Limited ("IVL") held its Annual
General Meeting of Shareholders No. 1/2013 on Monday 29th April 2013 at 2.00
p.m. at Athenee Crystal Hall, Plaza Athenee Bangkok A Royal Meridien Hotel, 61
Wireless Road, Bangkok 10330.
There were 2,045 shareholders attending the
Meeting, representing 3,787,678,433 shares, equivalent to 78.67%. The Meeting
passed the following resolutions as below:
1. Adopted the Minutes of the Annual
General Meeting of Shareholders No. 1/2012 dated 26 April 2012. The Meeting has
passed the resolution by majority votes of the shareholders and proxy holders
who attended the Meeting and cast their votes as
follows:
Approved 3,722,657,174 vote(s) equivalent to
99.9997%
Disapproved 9,500 vote(s) equivalent to
0.0002%
Abstained 154,510 vote(s)
2. Acknowledged the report
on the Company's operational results for the year 2012
3. Approved the
Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2012.
The Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as
follows:
Approved 3,786,699,863 vote(s) equivalent to
99.9930%
Disapproved 264,800 vote(s) equivalent to
0.0069%
Abstained 344,792 vote(s)
4. Approved no appropriation
to legal reserve and approved the dividend payment for the year ended December
31, 2012 of Baht 0.36 per share amounting to Baht 1,733,132,608.20. The Company
has already paid an interim dividend to shareholders at Baht 0.18 per share,
amounting to Baht 866,566,304.10 on 6 September 2012 and the Company will pay
the remaining dividend of Baht 0.18 per share, amounting to Baht 866,566,304.10
on 23 May 2013. The name of shareholders who have right to receive dividend
shall be recorded on 14 May 2013 and the book closing date shall be 15 May 2013,
on which the shareholders list as specified in section 225 of the Securities
and Exchange Act shall be complied. The Meeting has passed the resolution by
majority votes of the shareholders and proxy holders who attended the Meeting
and cast their votes as follows:
Approved 3,786,886,900 vote(s) equivalent
to 99.9921%
Disapproved 298,200 vote(s) equivalent to
0.0078%
Abstained 170,021 vote(s)
5. Approved the re-election
of Mr. Sri Prakash Lohia, Mr. Aloke Lohia, Mr. Amit Lohia, Mr. Udey Paul Singh
Gill and Mr. Chakramon Phasukavanich to serve as directors for another term. The
Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as follows:
1) Mr.
Sri Prakash Lohia - Chairman of the Board
Approved 3,684,051,305 vote(s)
equivalent to 97.3513%
Disapproved 100,230,663 vote(s) equivalent to
2.6486%
Abstained 3,152,153 vote(s)
2) Mr. Aloke Lohia - Vice
Chairman of the Board, Member of Nomination, Compensation
and Corporate Governance Committee and Group Chief Executive
Officer
Approved 3,769,926,347 vote(s)
equivalent to 99.5818%
Disapproved 15,828,521 vote(s) equivalent to
0.4181%
Abstained 1,679,253 vote(s)
3) Mr. Amit Lohia - Non
Executive Director
Approved 3,683,578,361 vote(s) equivalent to
97.3029%
Disapproved 102,100,607 vote(s) equivalent to
2.6970%
Abstained 1,755,153 vote(s)
4) Mr. Udey Paul Singh Gill -
Director
Approved 3,685,427,238 vote(s) equivalent to
97.3501%
Disapproved 100,315,430 vote(s) equivalent to
2.6498%
Abstained 1,691,453 vote(s)
5) Mr. Chakramon Phasukavanich -
Independent Director and Member of Audit Committee
Approved 3,785,597,436
vote(s) equivalent to 99.9960%
Disapproved 148,232 vote(s)
equivalent to 0.0039%
Abstained 1,688,453 vote(s)
6. Approved
the appointment of a new Independent Director, Mr. Apisak Tantivorawong and fix
the total number of directors on the Board from 13 directors to 14 directors.
The Meeting has passed the resolution by majority votes of the shareholders and
proxy holders who attended the Meeting and cast their votes as
follows:
Approved 3,783,331,162 vote(s) equivalent to
99.9011%
Disapproved 3,742,042 vote(s) equivalent to
0.0988%
Abstained 363,121 vote(s)
7. Approved the remuneration
of directors for the year 2013 as not exceeding Baht 17,000,000 and authorize
the Board of Directors to allocate the above remuneration to directors. The
Meeting has passed the resolution by not less than two-thirds of the total
number of votes of the shareholders and proxy holders who attended the Meeting
as follows:
Approved 3,786,497,569 vote(s) equivalent to
99.9736%
Disapproved 615,488 vote(s) equivalent to
0.0162%
Abstained 380,876 vote(s) equivalent to
0.0100%
8. Approved the appointment of Mr. Winid Silamongkol, CPA No. 3378 or
Ms. Orawan Chunhakitpaisan, CPA No. 6105 or Mr. Charoen Phosamritlert, CPA No.
4068 or any other Certified Public Accountant nominated by KPMG Phoomchai Audit
Co., Ltd., as the auditor of the Company and approved the audit fee for the year
2013 as not exceeding Baht 7,800,000. The Meeting has passed the resolution by
majority votes of the shareholders and proxy holders who attended the Meeting
and cast their votes as follows:
Approved 3,783,384,455 vote(s) equivalent
to 99.9704%
Disapproved 1,116,914 vote(s) equivalent
to 0.0295%
Abstained 3,177,064 vote(s)
9. Approved the issuance
and offering of Debenture in an additional amount not exceeding Baht 25 Billion
with details as follows:
Type of Debenture: All types of debentures, with
and/or without a name registered, secured and/or unsecured debentures, with
and/or without debenture holders' representative, subordinated debentures and/or
unsubordinated debentures, perpetual and/or tenured depending on market
conditions at the time of offering.
Size of Debenture: In an additional
amount not exceeding Baht 25 Billion (Twenty Five Billion Baht) by issuing
either single or multiple offerings, and when including the existing amount of
Baht 25 Billion (as approved at the Extraordinary General Meeting of
Shareholders in 2011), the combined total amount will not exceed Baht 50
Billion.
Denomination: In Baht and/or the equivalent in other currencies
Interest Rate: Depends on market conditions at the time of
offering
Maturity: Not exceeding 20 years from the issuance date of each
issuance in the case of debentures other than those that are perpetual. In the
case of perpetual debentures, the maturity could be perpetual.
Debenture
Debenture holders and/or the Company may or may not have the
right
Redemption: to redeem debentures prior to maturity, depending on the
terms and conditions of each debenture issuance.
Offering: Debentures are to
be offered domestically and/or internationally to the public, and/or by private
placement, and/or to high net worth investors, and/or to local institutional
investors, and/or to foreign institutional investors in accordance with the
regulations of the Capital Market Supervisory Board and/or other relevant
regulations which are in force during the issuance of debentures.
Special
Conditions: In the case that the Company redeems or repays debentures, the
Company will be entitled to re-issue debentures to replace those that are
redeemed or repaid (on a revolving basis), provided that such reissuance, when
combined with other outstanding debentures, does not cause the aggregate amount
to exceed the maximum amount of debentures that has been approved.
In this
regard, the Board of Directors and/or any Executive Director and/or Group CEO
and/or any person designated by the Board of Directors of the Company and/or any
Executive Director and/or Group CEO are authorized to determine any conditions
and other details necessary for and pertinent to the issuance and offering for
sale of the debentures, such as the determination of the name, offering amount
each time, type, security (if any), offering price per unit, term, maturity
period, redemption period, right of early redemption, interest rate, principal
repayment method, allocation method, details of offering, etc., as well as to
arrange for the registration of such debentures with the Thai Bond Market
Association or any other secondary market and the appointment of a financial
advisor, underwriter, rating agency, asset appraiser, legal advisor, registrar,
debentureholders' representative or other relevant advisors or any persons who
are relevant to the issuance and offer for sale of debentures, and to enter
into, agree upon, sign any documents and other relevant agreements as well as to
contact, provide information, submit applications to the Office of the
Securities and Exchange Commission or other relevant authorities and take any
action necessary for and pertinent to the issuance of the debentures.
The
Meeting has passed the resolution not less than three-fourths of the total
number of votes of shareholders and proxy holders who attended the Meeting and
have the right to votes as follows:
Approved 3,763,137,719 vote(s)
equivalent to 99.3520%
Disapproved 24,141,193 vote(s) equivalent to
0.6373%
Abstained 399,521 vote(s) equivalent to 0.0105%
Please
be informed accordingly.
Sincerely yours,
(Mr. Souvik Roy
Chowdhury)
Company Secretary
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.