RE: Invitation to the 2008 Annual General Meeting of Shareholders
2551
To: Shareholders of Prasit Patana Public Company Limited
Enc.:
1. A copy of the minutes of the Annual General Meeting of Shareholders for the year of 2007
2. An Annual Report of 2007
3. Preliminary information about the directors whose term has expired and have been proposed for re-appointment
4. Preliminary information about the Auditors
5. Articles of Association which related to this Shareholders' Meeting
6. A list of documents and evidences that must be presented in order to attend the Shareholders' Meeting
7. Proxy Form and
8. Details of independent directors in the case where any shareholder appoints such independent director as his proxy
9. Map to the Shareholders' Meeting Place.
The Board of Directors of Prasit Patana Public Company Limited gave a resolution to hold the 2008 Annual General Meeting of Shareholders on Friday the 25th of April 2008, at 15.00 hrs. at the Meeting Room on 9th Floor, Phyathai 2 Hospital Parking Building, No. 943, Phaholyothin Road, Samsennai Sub-District, Phyathai District, Bangkok 10400. The agenda of the Meeting are as follows:
Agenda 1 To approve the minutes of the Annual General Meeting for the year of
2007.
2550 Objectives and Reasons: The Company held the Annual General Meeting of Shareholders for the year of 2007 on the 26th of April 2007 and the meeting had considered several matters in accordance with the stipulation of the law. The Company had already publicized the result of such meeting in the Company’s website, www.phyathai.com. A copy of the minutes of such meeting is attached herewith as Attachment 1. Board’s opinion: The Board deems it appropriate to recommend to the shareholders’ meeting to approve the minutes of the 2007 Annual General Meeting of Shareholders held on the 26th of April 2007, the minutes of which the Board deemed to contain correct record.
Agenda 2 To acknowledge the Board’s report on the Company’s operation results for
the year of 2007. Objectives and Reasons: To report the Company's operation results for 2007. Details are shown in the Annual Report of the Board of Directors attached herewith as Attachment 2. Board’s opinion: The Board deems it appropriate to recommend to the shareholders’ meeting to acknowledge such report on the Company’s operation results for the year of 2007.
Agenda 3 To approve the balance sheet and the income statement for the period
ending on the 31st of December 2007. Objectives and Reasons: In order to comply with Section 112 of the Public Company Act B.E. 2535 and Article 23 of the Articles of Association of the Company, Board of Directors must prepare a balance sheet and an income statement at the end of each fiscal year of the Company. The Company hereby proposed for approval the balance sheet and income statement for the fiscal year ended on the 31st of December 2007 which had already passed the consideration of the audit committee and was audited by the approved auditors. The details appeared in the “Financial Statements” section of the 2007 Annual Report. (Attachment 2) Board’s opinion: The Board deems it appropriate to recommend to the shareholders’ meeting to approve the balance sheet and the income statement for the period ending on the 31st of December 2007 that have been approved by the Audit Committee and audited by the approved auditor as detailed in the “Financial Statements” section of the 2007 Annual Report.
Agenda 4 To acknowledge the operation results of the Company and to concur that
there be no dividend payable for the year of 2007. Objectives and Reasons: The Company has a policy to pay dividend to shareholders as seen appropriate by the Board of Directors, taking into account the Company's annual operation results. Dividend payment must also be approved by the shareholders' meeting. In 2006, the Company had net loss of 46,534,789 baht which resulted in the Company being unable to pay any dividend due to the accumulated loss. In 2007, although the Company already had net profit from its operation in the amount of 214,290,968 baht, but the Company is still not allowed to pay its dividend because the Company has an accumulated loss of 2,365,611,140 baht. Under Section 115 of the Public Company Act B.E. 2535, the Company is not allowed to pay any dividend if it has an accumulated loss. Board’s opinion: The Board deems it appropriate to recommend the shareholders’ meeting to acknowledge the operation results of the Company and to concur that there be no dividend payable for the year of 2007 because the Company still has an accumulated loss.
Agenda 5 To elect directors to replace those due to retire by rotation. Objectives and Reasons: To propose to the consideration of the Shareholders' Meeting the election of directors as stipulated under Article 12 of the Company's Articles of Association which stated that at each annual general meeting of shareholders, one-third of directors must resign. If the number of directors who resign cannot be divided exactly in one-third, the nearest number of 1/3 must retire by rotation. The names of directors whose term ends by rotation for this year as shown in Attachment 3 are as follows:
1. Dr. Siri Ganjarerndee : Vice-Chairman /Chairman of the Executive Board
2. Mr. Kraivin Srikraivin : Director/Executive Director
3. Dr. Surapong Ambhanwong : Director/Executive Director
4. Mr. Wisait Panutat : Director/Member of the Remuneration Committee
5. Mr. Chanin Yensudchai : Director Board’s opinion: Because all the 5 directors that are due to retire by rotation are qualified, knowledgeable, experienced people with good work record and have been attending Board meetings regularly besides providing useful counsel on the administrative aspects, the Board is of the opinion that the shareholders’ meeting should re-elect those directors due to retire by rotation for another term as follows:
1. Dr. Siri Ganjarerndee : Vice-Chairman /Chairman of the Executive Board
2. Mr. Kraivin Srikraivin : Director/Executive Director
3. Dr. Surapong Ambhanwong : Director/Executive Director
4. Mr. Wisait Panutat : Director/Member of the Remuneration Committee
5. Mr. Chanin Yensudchai : Director
Agenda 6 To approve the remuneration for the directors. Objectives and Reasons: The directors’ remuneration should be appropriate and reasonable to their capabilities and responsibilities. The Remuneration Committee, after due consideration and comparing the Company’s remuneration to that of the registered companies on the SET in similar business type and size, concluded that the remuneration should be allocated to the Company’s Board and Committees as shown in page 28-31 of the 2007 Annual Report. Board’s opinion: The Board deems it appropriate to recommend the shareholders’ meeting to approve the remuneration for the directors and for members on various sub-committees for the year of 2008 in the form of meeting allowances in an aggregate amount of Baht 2,300,000 per year, being the same as the year before and constituting 0.04% of the overall income of the Company and its subsidiaries.
Agenda 7 To approve the appointment of the auditor and to determine the remuneration of the auditor for the year of 2008. Objectives and Reasons: To comply with Section 120 of the Public Companies Act B.E.2535 which stipulates that at every annual general Shareholder’s Meeting, the meeting must appoint an auditor and approve the auditor's remuneration. The appointment of the auditor can be reiterated. Opinion of the Audit Committee: After due consideration, the Committee deems it appropriate to appoint KPMG Poomchai Co., Ltd. as the Company’s and the Company’s subsidiaries’ auditor for the accounting year 2008. As KPMG is an audit company which is well-known worldwide, the Committee believes that their auditors will work independently and professionally. They should be able to cooperate with the Audit Committee, the Management and the Internal Audit Department in the supervision of work system, the operation, the control and the follow up in an efficient and up to standard manner. In addition, the auditor remuneration rate proposed by the auditor for the accounting year 2008 is 1,450,000 Baht which is an increase from year 2007 in the amount of 70,000 Baht or 5% in order to reflect the increased workload. The Audit Committee agreed to the remuneration for the auditor in the amount of 1,450,000 Baht in accordance with the increased workload because of the change in the new Generally Accepted Accounting Standard in year 2007-2008 which complicated the audit procedure.
The auditor team comprises of the following 4 people:
1. Mr. Nirand Lilamethwat Registration No. 2316, or
2. Ms. Boonsri Chotpaiboonpun Registration No. 3756, or
3. Mr. Vichien Thamtrakul Registration No. 3183, or
4. Mr. Charoen Phosamritlert Registration No. 4068.
Any of the auditors in this team will be authorized to audit and present his opinion in the financial statements of the Company. The details and work experiences of these four auditors were included in the Attachment 4. Board’s opinion: After due consideration, the Board is of the opinion that KPMG is an audit firm with good reputation, independent and had no conflicting interest in the Company, the Company’s subsidiaries, the Management, the majority shareholders or the persons related to the above persons and does not provide any other form of service to the Company or its subsidiaries for a value higher than the audit fee. The Board therefore deems it appropriate to recommend for approval by the shareholders’ meeting the appointment of KPMG as the Company’s auditor for the year 2008 with the audit fee being fixed at Baht 1,450,000. In addition, KPMG also acts as a representative of the shareholders in counting the votes of this meeting.
Agenda 8 To approve the increase of the registered capital of the Company. Objectives and Reasons: The Company intends to increase its registered capital in the amount of
1,000,000,000 Baht for the following purposes:
1. To use as expenditure to increase the competitiveness of the Company, including the acquiring of state of the art medical equipment, the renovation of the hospital buildings and interiors and the installation of intellectual technologies system. The expenditure will elevate the image of the hospital and provide the storage and management of important information.
2. To strengthen the financial structure of the Company.
3. To provide the Company with necessary funds for investment and readiness to support any high potential business expansion in the future.
4. To use as working capital of the Company and increase the liquidity of business operation. Board’s opinion: The Board deems it appropriate to recommend for approval of the shareholders’ meeting the increase in the registered capital of the Company in the amount of Baht 1,000,000,000 from its previously registered capital of Baht 1,732,047,520 to Baht 2,732,047,520 by issuing new 1,000,000,000 ordinary shares, at a par value of Baht 1 each.
Agenda 9 To consider approving an amendment to Paragraph 4 of the Memorandum of Association of the Company in order to be congruent with the capital increase of the Company. Objectives and Reasons: To amend Paragraph 4 of the Memorandum of Association of the Company in order to be congruent with the capital increase of the Company. Board’s opinion: The Board deems it appropriate to recommend for approval by the shareholders’ meeting the amendment to Paragraph 4 of the Memorandum of Association of the Company in order to be congruent with the capital increase of the Company as follows:
“Paragraph 4. The registered capital of the Company is Baht 2,732,047,520
(two thousand seven hundred and thirty-two million forty-
seven thousand five hundred and twenty),
Divided into
2,732,047,520 (two thousand seven hundred and thirty-two
million forty-seven thousand five hundred and twenty) shares,
At a par value of Baht 1 (one) each,
Divided into
ordinary shares: 2,732,047,520 (two thousand seven
hundred and thirty-two million forty-seven thousand five
hundred and twenty) shares,
Divided into preferred shares: none”
Agenda 10 To approve the allocation of the capital increase shares to the existing shareholders. Objectives and Reasons: In accordance with the increase of registered capital of the Company under the Agenda 8, the Company has to allocate its 1,000,000,000 ordinary shares from such capital increase to offer to the Company’s existing shareholders. Board’s opinion: The Board deems it appropriate to recommend for approval by the shareholders’ meeting the allocation of the capital increase shares to offer to the existing shareholders whose name appears in the List of Shareholders on the closing date of the shareholders’ register to determine the rights to subscribe to the capital increase shares.
Agenda 11 To consider other matters (if any)
All shareholders are invited to attend the Shareholders’ Meeting on the date, time and place specified above. The shareholders will be able to sign-up for the attendance of the meeting from 14.00 hrs. onwards. If you are unable to attend the meeting in person and wish to appoint a proxy to attend the meeting and vote on your behalf, please prepare a proxy form which was completed and duly signed together with accompanying documents or evidence in order to be allowed to attend the meeting. The list of documents and proxy form are enclosed herewith.
In addition, the Company will close the share register in order to suspend any share transfer to determine the shareholders' right to attend the Meeting from 12.00 hrs. of Tuesday the 8th of April 2008 onwards until the 2008 Annual General Meeting of Shareholders is adjourned.
