Ref SET 62/04

24 April 2019

Subject: Notification of the resolutions of Annual General Meeting of Shareholders No. 26 in year 2019 of Bumrungrad Hospital Public Company Limited

To: President

The Stock Exchange of Thailand

Bumrungrad Hospital Public Company Limited hereby reports the following resolutions adopted at Annual General Meeting of Shareholders No. 26 in year 2019, held on 24 April 2019 at 2:00 p.m. at the Conference Center, 21st floor, Bumrungrad International Clinic Building, 33 Sukhumvit Soi 3 (Nana Nua), Khlong Toei Nua, Vadhana, Bangkok 10110:

1.Adoption of minutes of Annual General Meeting of Shareholders No. 25, held on 25 April 2018.

The minutes were adopted by a unanimous vote of the shareholders who attended and voted at the meeting as follows:

Agreed

549,144,296

votes,

equivalent to

100.0000

Disagreed

0

votes,

equivalent to

0.0000

Abstained

0

votes,

equivalent to

-

Voided ballot

0

Votes

equivalent to

-

2.Acknowledgement of the Board of Directors' report on the Company's operations for the year 2018.

3.Approval of the audited statements of financial position and income statements for the year ending on 31 December 2018.

The resolution was passed by affirmative votes of a majority of the shareholders who attended and voted at the meeting as follows:

Agreed

549,959,579

votes,

equivalent to

99.9674

Disagreed

179,100

votes,

equivalent to

0.0325

Abstained

523,000

votes,

equivalent to

-

Voided ballots

0

Votes

equivalent to

-

4.Approval of the appropriation of net profit for the fiscal year 2018 for declaration of dividends at the rate of Baht 2.9 per share, totaling Baht 2,117 million or 51% of 2018's consolidated net profit, and acknowledgement of payment of interim dividends at the rate of Baht 1.10 per share, totaling Baht 830 million, on 5 September 2018. The remaining dividends of Baht 1.8 per share, totaling Baht 1,314 million (for an operating period from 1 July 2018 to 31 December 2018) will be paid to the holders of preferred and ordinary shares whose names existed on the record date, 7 March 2019. The dividends will be paid on 8 May 2019.

The resolution was passed by a unanimous vote of the shareholders who attended and voted at the meeting as follows:

Agreed

550,667,228

votes,

equivalent to

100.0000

Disagreed

0

votes,

equivalent to

0.0000

Abstained

0

votes,

equivalent to

-

Voided ballots

0

Votes

equivalent to

-

1

5.Approval of the re-appointment of the three directors, who retired by rotation, for another term, namely:

1.

Mr. Chai

Sophonpanich

Chairman of the Board of Directors, and the

Investment Committee

2.

Mr. Chanvit

Tanphiphat

Vice Chairman of the Board of Directors, and the

member of Nomination and Remuneration

Committee

3.

Mrs. Aruni

Kettratad

Independent director, and Chairperson of the

Nomination and Remuneration Committee

The resolution was passed by affirmative votes of a majority of the shareholders, who attended and voted at the meeting, for each individual director as follows:

1. Mr. Chai Sophonpanich

Agreed

467,169,919

votes,

equivalent to

84.8349

Disagreed

83,510,976

votes,

equivalent to

15.1650

Abstained

0

votes,

equivalent to

-

Voided ballots

0

votes,

equivalent to

-

2. Mr. Chanvit Tanphiphat

Agreed

512,083,890

votes,

equivalent to

92.9910

Disagreed

38,597,005

votes,

equivalent to

7.0089

Abstained

0

votes,

equivalent to

-

Voided ballots

0

votes,

equivalent to

-

3. Mrs. Aruni Kettratad

Agreed

509,554,045

votes,

equivalent to

92.5316

Disagreed

41,126,850

votes,

equivalent to

7.4683

Abstained

0

votes,

equivalent to

-

Voided ballots

0

votes,

equivalent to

-

6.Approval of the remuneration of the Board of Directors and committee members for 2019 as follows:

The total remuneration of directors and committee members for 2019 shall total no more than Baht 22.2 million.

(1)Directors' and committee members' meeting remuneration for 2019 shall total no more than Baht 5.6 million with the same rate as in 2018 as follows:

Board of Directors

(Baht/person/meeting)

Chairman

50,000

Vice Chairman

40,000

Director

30,000

2

Committee Members

(Baht/person/meeting)

Audit

Nomination and

Investment

*Bumrungrad

Committee

Remuneration

Committee

International

Committee

Hospital,

Bangkok

Governing Board

Chairman

50,000

50,000

50,000

-

Members

30,000

30,000

30,000

-

*In 2019, the Company has changed its hospital management structure. The committees who manage the hospital do not receive any remuneration.

(2)Directors' annual remuneration for 2019 will not exceed Baht 16.6 million in total, to be allocated by Chairman of the Board of Directors.

The resolution was passed by affirmative votes of more than two-thirds of the total votes of the shareholders who attended the meeting as follows:

Agreed

550,489,897

votes,

equivalent to

99.9647

Disagreed

179,100

votes,

equivalent to

0.0325

Abstained

15,000

votes,

equivalent to

0.0027

Voided ballots

0

votes,

equivalent to

0.0000

7.Appointment of Ms. Kosum Cha-em, Certified Public Accountant No. 6011, Ms. Vissuta Jariyathanakorn, Certified Public Accountant No. 3853, and Ms. Sumalee Reewarabandith, Certified Public Accountant No. 3970 of EY Office Limited as the Company's auditors for fiscal year 2019, and fixing of their total remuneration to be no more than Baht 3,040,000.

The resolution was passed by affirmative votes of a majority of shareholders who attended and voted at the meeting as follows:

Agreed

554,249,432

votes,

equivalent to

99.7008

Disagreed

1,663,165

votes,

equivalent to

0.2991

Abstained

0

votes,

equivalent to

-

Voided ballots

0

votes,

equivalent to

-

8. Approval of the amendments to clause 4 of the Company's Memorandum of Association with respect to the registered capital to be in line with the conversion of 90,000 preferred shares to ordinary shares in February 2019, whereby clause 4 shall be deleted in its entirety and replaced with the following:

Clause 4

Registered capital

Baht 922,702,685

(Nine hundred twenty

two million, seven

hundred two thousand,

six hundred eighty five

baht)

divided into

922,702,685 shares

(Nine hundred twenty

two million, seven

hundred two thousand,

six hundred eighty five

shares)

3

with a par value of

Baht 1

(One baht)

divided into

Ordinary shares

921,491,820 shares

(Nine hundred twenty

one million, four

hundred ninety one

thousand, eight

hundred twenty shares)

Preferred shares

1,210,865 shares

(One million, two

hundred ten thousand,

eight hundred sixty five

shares)

The resolution was passed by affirmative votes of more than three-fourths of the total votes of the shareholders who attended the meeting and are entitled to vote, as follows:

Agreed

555,924,850

votes,

equivalent to

99.9296

Disagreed

391,225

votes,

equivalent to

0.0703

Abstained

0

votes,

equivalent to

0.0000

Voided ballots

0

votes,

equivalent to

0.0000

9. Approval of the amendments to article 40 of the Articles of Association to be in line with the new law; whereby Article 40 shall be deleted in its entirety and replaced with the following:

Article 40 The Board of Directors shall summon a general meeting of shareholders within four months from the date of fiscal year end of the Company, and all other general meetings are called "Extraordinary General Meetings." The Board of Directors may summon Extraordinary General Meetings whenever they think fit.

One or more shareholders holding shares not less than 10 percent of the total number of shares sold may, by subscribing their names, request the Board of Directors to call an Extraordinary General Meeting at any time, but the reason for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within 45 days from the date the request is received from the shareholders.

The resolution was passed by affirmative votes of more than three-fourths of the total votes of the shareholders who attended the meeting and are entitled to vote, as follows:

Agreed

538,136,199

votes,

equivalent to

96.7320

Disagreed

0

votes,

equivalent to

0.0000

Abstained

18,180,000

votes,

equivalent to

3.2679

Voided ballots

0

votes,

equivalent to

0.000

Yours sincerely,

(Linda Lisahapanya)

Managing Director

4

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Bumrungrad Hospital pcl published this content on 16 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 May 2019 15:37:09 UTC