UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM N-PX/A

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number: 811—06062

 

THE THAI CAPITAL FUND, INC.

(Exact name of registrant as specified in charter)

 

c/o Daiwa Securities Trust Company
One Evertrust Plaza
Jersey City, New Jersey 07302

(Address of principal executive offices)   (Zip code)

 

John J. O’Keefe
The Thai Capital Fund, Inc.
c/o Daiwa Securities Trust Company
One Evertrust Plaza
Jersey City, New Jersey 07302

(Name and Address of Agent for Service)

 

With a copy to:

 

Leonard B. Mackey, Jr., Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019

 

Registrant’s telephone number, including area code:  (201) 915-3054

Date of fiscal year end: December 31

Date of reporting period: June 30, 2004

 

 



 

Item 1. Proxy Voting Record.

 

Issuer Name:

 

Advanced Info Service Public Company Limited

Exchange Ticker Symbol:

 

ADVANC

SEDOL/CUSIP #

 

6412568

Meeting Date:

 

4/23/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

None

 

No

 

None

 

Management

 

2

 

To consider approval for Minutes of the 2003 Annual General Meeting of Shareholders April 29, 2003

 

For

 

Yes

 

For

 

Management

 

3

 

Approval for the 2003 Annual Report of the Board of Directors

 

For

 

Yes

 

For

 

Management

 

4

 

Approval for Balance Sheets, Profit and Loss Statements and Cash Flow Statements of the year 2003 ended December 31,2003

 

For

 

Yes

 

For

 

Management

 

5

 

Election of new Directors in place of Directors retired by rotation and designation of the Authorized Directors, and Directors’ Remuneration for the year 2004

 

For

 

Yes

 

For

 

Management

 

6

 

Appointing the Company’s Auditors and designation of Auditing Fee for the year 2004

 

For

 

Yes

 

For

 

Management

 

7

 

Approval for the appropriation of net profit for dividends of the year 2003

 

For

 

Yes

 

For

 

Management

 

8

 

To consider approval for issuing and offering for sale of warrants of the ESOP Program, Grandt III the limited amount of 8,999,500 units

 

For

 

Yes

 

For

 

Management

 

9

 

To consider approval for the allotment of Company’s ordinary shares the amount of 8,999,500 shares at par value of One Baht per share being reserved for rights exercising pursuant to the ESOP Program, Grant III

 

For

 

Yes

 

For

 

Management

 

10

 

To Consider approval for the allotment of warrants of the ESOP Program, Grant III to Directors, Employees and Advisors of the Company who are individually entitled for exceeding five per cent of the total allocated warrants of the allotment identified

 

For

 

Yes

 

For

 

Management

 

11

 

To consider approval for allocating the additional shares reserved for exercising the right in pursuance to ESOP Grant I and Grant II due to conforming of terms and conditions of the Prospectus regarding the adjustment of right

 

For

 

Yes

 

For

 

Management

 

12

 

Other matters (if any)

 

None

 

No

 

None

 

Management

 

 

1



 

Issuer Name:

 

Thitikorn Public Company Limited

Exchange Ticker Symbol:

 

TK

SEDOL/CUSIP #

 

6696878

Meeting Date:

 

4/28/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To certify the Minutes of the Extra General Meeting of Shareholders No.2/2003

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge and approve the report on the Company’s operating results in last year

 

For

 

Yes

 

For

 

Management

 

3

 

To verify and approve the audited balance sheet and profit and loss statements for the year ended 31 st December, 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends and appropriation of the profit for the operating results for the financial year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration for the year 2004

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of auditors and their remuneration for year 2004

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the issuance of Bond/Debenture (as attached)

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve other agendas (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Shin Corporation Public Company Limited

Exchange Ticker Symbol:

 

SHIN

SEDOL/CUSIP #

 

6397535

Meeting Date:

 

4/23/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

None

 

No

 

None

 

Management

 

2

 

To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2003, held on 29 April 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and adopt the Board of Directors’ report on the operating results of the Company for 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the balance sheet, the income statement, and cash flow statement for the year ended 31 December 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appropriation of the net profit as dividends of 2003

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the Company’s auditors for 2004 and to fix their remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the election of directors to replace those retired by rotation and to determine the authorized signatories of the Company

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the remuneration of the Board of Directors of the Company for 2004

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the issuance and offering of 13,660,200 units of warrants to purchase the Company’s ordinary shares (the “Warrants”) to the directors, employees and advisors of the Company under the ESOP

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve the allocation of 13,660,200 new ordinary shares, at the par value of Baht One each in order to reserve for the exercise of the Warrants under the ESOP Program, Grant III

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve the allocation of the Warrants exceeding 5% of the Warrants issued under ESOP Program, Grant III to each of the following directors, employees and advisors of the Company

 

For

 

Yes

 

For

 

Management

 

12

 

Other business (if any)

 

None

 

No

 

None

 

Management

 

 

2



 

Issuer Name:

 

ITV Public Company Limited

Exchange Ticker Symbol:

 

ITV

SEDOL/CUSIP #

 

6513687

Meeting Date:

 

4/21/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

None

 

No

 

None

 

Management

 

2

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 1/2004, held on January 19, 2004

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and certify the report of the Company operating results for the year 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the Company’s balance sheet, statement of income and statement of cash flow for the year 2003 ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To approve no of Dividend Distribution for the fiscal year 2003

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the Company’s auditors and the auditors’ remuneration for the year ended 2003

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the election of new directors replacing those retired by rotation, to determine the authorized signatories of the Company

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the fixedness the directors’ remuneration for the year 2003

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the issuance and offering of the warrants of 9,173,600 units to purchase ordinary shares to directors, employees and advisors of the Company No.2 (ESOP)

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve the capital increase of 9,173,600 new ordinary shares, at par value of Baht 5 each, to reserve for the exercise of the Warrants under the ESOP Program No.2

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve the allocation of the Warrants exceeding 5% of the ESOP Program, to each of the following directors, employees and advisors of the Company

 

For

 

Yes

 

For

 

Management

 

12

 

To consider other matters (if any)

 

None

 

No

 

None

 

Management

 

 

3



 

Issuer Name:

 

BEC World Public Company Limited

Exchange Ticker Symbol:

 

BEC

SEDOL/CUSIP #

 

6728328

Meeting Date:

 

4/28/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordianry Meeting of Shareholders no.1/2546, held on December 16, 2003

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge the report on the Company ‘s operating results and directors’ report

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, the income statement for the year ended 31 December 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends and appropriation of the profit for the operating results for the financial year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration and bonus for the year 2004

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of auditors and their remuneration for year 2004

 

For

 

Yes

 

For

 

Management

 

 

 

 

Issuer Name:

 

PTT Public Company Limited

Exchange Ticker Symbol:

 

PTT

SEDOL/CUSIP #

 

6420389

Meeting Date:

 

4/9/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To certify the Minutes of the 2003 Annual General Meeting of Shareholders held on 29th April, 2003

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the Operating results of PTT for the year 2003 and the 2003 Directors’ Report

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the audited financial statements (comprising of the balance sheet and profit & loss statements) for the year ended 31st December, 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of Directors replacing those retired by rotation

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the remuneration of the directors for the year 2004

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

4



 

Issuer Name:

 

TISCO Finance Public Company Limited

Exchange Ticker Symbol:

 

TISCO

SEDOL/CUSIP #

 

6892869

Meeting Date:

 

4/28/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To certify the Minutes of the 2003 Annual General meeting of Shareholders

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge and approve the report on the Company’s operating results in last year

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the Company and its subsidiary’s balance sheet, statement of income ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends and appropriation of the profit for the operating results for the financial year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider the election of directors to replace those retired by rotation

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the election of director

 

For

 

Yes

 

For

 

Management

 

7

 

To acknowledge the remuneration of the directors

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the allocation of warrants amount 5,317,000 units related to ESOP in the 5th year of the plan and approve the allocation of warrants to directors who receive the allotment exceed 5% of the plan

 

For

 

Yes

 

For

 

Management

 

10

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

5



 

Issuer Name:

 

Kasikornbank Public Company Limited

Exchange Ticker Symbol:

 

KBANK

SEDOL/CUSIP #

 

6888783

Meeting Date:

 

4/2/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Consider Adopting the Minutes of the General Meeting of Shareholders No. 91

 

For

 

Yes

 

For

 

Management

 

2

 

To Acknowledge the Board of Directors’ Report on Operation in the Year 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To Consider Approving the Balance Sheet and the Statement of Income for the Year Ending December 31, 2003 and to Acknowledge the Non-Payment of Dividend

 

For

 

Yes

 

For

 

Management

 

4

 

To Consider Compensating for Accumulated Losses

 

For

 

Yes

 

For

 

Management

 

5

 

To Consider Amending Article 9, the First Paragraph, Article 17, Article 18, the First Paragraph and Article 19 of the Bank’s Articles of Association

 

For

 

Yes

 

For

 

Management

 

6

 

To Consider Electing Directors to Replace Those Retiring by Rotation

 

For

 

Yes

 

For

 

Management

 

7

 

To Consider the Names and Number of the Directors Who Have Signing Authority

 

For

 

Yes

 

For

 

Management

 

8

 

To Consider Appointing the Auditors and Fixing Their Remuneration

 

For

 

Yes

 

For

 

Management

 

9

 

To Consider Amending Clause 4 of the Bank’s Memorandum of Association with Respect to the Registered Capital, and Amending Article 3, the First Paragraph Article 3 bis, the First and the Fourth Paragraph, Article 3 ter, and Article 32, the First Paragraph of the Bank’s Articles of Association so as to Conform to the Fact that the Bank No Longer Has any Preferred Share Due to the Conversion of all Preferred Shares into Ordinary Shares

 

For

 

Yes

 

For

 

Management

 

10

 

To consider Reducing the registered Capital of the Bank by Removing the Registered Shares Which Have Not Yet Been Issued, and Amending Clause 4 of the Bank’s Memorandum of Association with Respect to the Registered Capital so as to Conform to the Reduction of the Registered Capital

 

For

 

Yes

 

For

 

Management

 

11

 

To Consider Increasing the Registered Capital of the Bank, Amending Clause 4 of the Bank’s memorandum of Association with respect to the Registered Capital so as to Conform to the Increase of the Registered Capital, Allocating New Ordinary Shares from the Increase of Registered Capital and Amending Article 3 bis, the Second and the Third Paragraph of the Bank’s Articles of Association

 

For

 

Yes

 

For

 

Management

 

12

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

6



 

Issuer Name:

 

Major Cineplex Public Company Limited

Exchange Ticker Symbol:

 

MAJOR

SEDOL/CUSIP #

 

6614212

Meeting Date:

 

4/22/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 1/2003

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and certify the report of the Company operating results and annual report for the year 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, the income statement for the year ended 31 December 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends

 

For

 

Yes

 

For

 

Management

 

5

 

To consider electing directors to replace those retiring by rotation and consider electing 2 new directors

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the remuneration of the directors

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the issuance and offering of warrants to purchase the Company’s ordinary shares to directors and employees of the Company (ESOP-W2) and approved the issuance and offering of warrant to purchase the Company’s ordinary shares to directors and employees of the company who obtains more than 5% of ESOP-W2

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the increasing of the Company registered capital from 757,000,000 baht to be 772,000,000 baht with new ordinary shares issued of 15,000,000 shares at a par value of one baht each

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve the amendment of clause 4 in Memorandum of Association to comply with the capital increase

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve the allotment of 15,000,000 ordinary shares at par value of one Baht for the exercise of warrants to purchase the company’s ordinary shares

 

For

 

Yes

 

For

 

Management

 

12

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Meeting Date:

 

7/14/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the ordinary Meeting of Shareholders No. 3/2004

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the capital increase from 772,000,000 Baht to 897,000,000 Baht by issuing 125,000,000 new ordinary shares at a par value of 1 baht each in accordance with agenda no 2

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the amendment of clause 4 in Memorandum of Association to comply with the capital increase

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the allotment of 125,000,000 new ordinary share at a par value of 1 Baht

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the amendment to the Articles of Association of the Company, Article 4, Paragraph 1 to be in line with the preparation of tender offer of the Company by issuing new ordinary shares of the Company in exchange for EGV shares and warrants

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve that the Company list on the Stock Exchange of Thailand the new ordinary shares to be issued in exchange for EGV shares and warrants

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

7



 

Issuer Name:

 

Mida Assets Public Company Limited

Exchange Ticker Symbol:

 

MIDA

SEDOL/CUSIP #

 

6666945

Meeting Date:

 

3/31/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 4/2003

 

For

 

Yes

 

For

 

Management

 

2

 

To Acknowledge the Board of Directors’ Report on Operation in the Year 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, auditor report for the year ended 31 December 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the distribution of dividends and appropriation of the profit for the operating results for the financial year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the ordinary share of Mida Leasing Co. Ltd.

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Land & Houses Public Company Limited

Exchange Ticker Symbol:

 

LH

SEDOL/CUSIP #

 

6581907

Meeting Date:

 

1/26/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Consider Adopting the Minutes of the General Meeting of Shareholders No. 1/2546

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the Articles of Association clause 42 relating to dividend policy

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the allocation of warrants to buy the ordinary shares of the company and its subsidiary to directors

 

For

 

Yes

 

For

 

Management

 

4

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Meeting Date:

 

4/27/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 1/2004

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge the report on the Company’s operating results for ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To Consider Approving the Balance Sheet and the Statement of Income for the Year Ending December 31, 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To Consider and approve the allocation of profit for dividend and reserve for the year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To approve the issue and offer of debenture in baht and/or foreign currency equivalent to not more than Bt 5,000 million

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

8



 

Issuer Name:

 

Shin Satellite Public Company Limited

Exchange Ticker Symbol:

 

SATTEL

SEDOL/CUSIP #

 

B014JZ8

Meeting Date:

 

2/23/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

None

 

No

 

None

 

Management

 

2

 

To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2003, held on 28 April 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the issure and offer warrants to directors, employees and advisor to company for 3,096,300 units under ESOP

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the reservation of warrants to the directors and employees of the company and its subsidiaries who are eligible to receive the warrants with the amount exceeding 5% under ESOP

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the investmetn by CS Loxinfor Pulbic Company Limited in Teleinfor Media Co., Ltd. (TMC) byway of purchasing its ordinary share equivalent to 38.25% from Shin Corporation PLC (SHIN) and 25% from Singtel Inter Active Private Limited (Singtel) to be total of 63.25%

 

For

 

Yes

 

For

 

Management

 

6

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Meeting Date:

 

4/22/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

None

 

No

 

None

 

Management

 

2

 

To Consider and certify the Minutes of the Extraordinary General Meeting of Shareholders no. 1/2004, held on 23 February 2004

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and certify the Board of Directors’ report on the operating results of the Company for the year 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the balance sheets, the income statement, and cash flow statement for the year ended 31 December 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the election of new directors to replace those retired by rotation and to determine the authorized signatories of the Company and to fix their remuneration for the year 2004

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the Company’s auditors for the year 2004 and to fix their remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appropriation of the net porfit as dividends of the year 2003

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the reduction of the Company’s registered capital

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the amendment of the Memorandum of Association relating to the reduction of Company’s registered capital

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve the change in the par value of Company’s share

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve the amendments of the Memorandum and Articles of Association relating to the change in the par value of the Company’s share

 

For

 

Yes

 

For

 

Management

 

12

 

To consider and approve the issuance and offering of 5,894,200 units of warrants to purchase the Company’s ordinary shares (the “Warrants”) to the directors, employees and advisors of the Company under the ESOP Program, Grant III

 

For

 

Yes

 

For

 

Management

 

13

 

To consider and approve the allocation of 5,894,200 new ordinary shares, at the par value of Baht Five each in order to reserve for the exercise of the Warrants under the ESOP Program, Grant III

 

For

 

Yes

 

For

 

Management

 

14

 

To consider and approve the allocation of the Warrants exceeding 5% of the Warrants issued under ESOP Program, Grant III to each of the following directors, employees and advisors of the Company

 

For

 

Yes

 

For

 

Management

 

15

 

To consider and approve the increase in the Company’s registered capital from Baht 4,499,001,000 to Baht 5,568,472,000

 

For

 

Yes

 

For

 

Management

 

16

 

To consider and approve the amendment of the Memorandum of Association relating to the increase in the Company’s registered capital

 

For

 

Yes

 

For

 

Management

 

17

 

To consider and approve the allocation of newly - issued shares from the increase in the Company’s registered capital

 

For

 

Yes

 

For

 

Management

 

18

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

9



 

Issuer Name:

 

Lalin Property Public Company Limited

Exchange Ticker Symbol:

 

LALIN

SEDOL/CUSIP #

 

6698829

Meeting Date:

 

4/1/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 1/2003

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge and approve the report on the Company’s operating results, financial statement and dividend for the year 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider the issuing of convertible debentures or debentures with warrants to buy ordinary shares of the company

 

For

 

Yes

 

For

 

Management

 

4

 

To consider the increase of registered shares

 

For

 

Yes

 

For

 

Management

 

5

 

To consider the amendment of the company’s memorandum of association in accordance with the capital increase

 

For

 

Yes

 

For

 

Management

 

6

 

To consider the allocation of the registered capital reserve for convertable debentures or warrants

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appointment of directors replacing those retired by rotation

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the remuneration of the directors

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

10

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Issuer Name:

 

Thai Stanley Electric Public Company Limited

Exchange Ticker Symbol:

 

STANLY

SEDOL/CUSIP #

 

B01GKL7

Meeting Date:

 

5/21/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Consider Adopting the Minutes of the General Meeting of Shareholders No. 1/2546

 

For

 

Yes

 

For

 

Management

 

2

 

To acknowledge the report on the Company’s operating results and the Board of Directors’ report for ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, the income statement for the year ended 31 January 2004

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the balance sheets, the income statement for period February 1 - March 31 2004

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the distribution of dividends and appropriation of the profit for the operating results for period February 1, 2003 - January 31, 2004 and February 1, 2004 - March 31, 2004

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the Memorandum of Association in accordance with changed in public company

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the change in the par value of the company’s shares regulations and amendments of the Memorandum of Association clause 4 in accordance with new par value

 

For

 

Yes

 

For

 

Management

 

10

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

10



 

Issuer Name:

 

EGV Entertainment Public Company Limited

Exchange Ticker Symbol:

 

EGV

SEDOL/CUSIP #

 

6651316

Meeting Date:

 

7/14/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 2/2004

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the merger with Major Ceneplex Group

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the delisted from SET index

 

For

 

Yes

 

For

 

Management

 

4

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Issuer Name:

 

Thai Olefins Public Company Limited

Exchange Ticker Symbol:

 

TOC

SEDOL/CUSIP #

 

6708740

Meeting Date:

 

4/23/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the Minutes of the Extraordinary Meeting of shareholders No. 3/2003

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the report on the Company’s operating results for ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, the income statement for the year ended 31 January 2004

 

For

 

Yes

 

For

 

Management

 

4

 

To Consider and approve the allocation of profit for dividend and reserve

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the election of directors to replace those retired by rotation and to determine the authorized signatories of the Company

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the remuneration of the directors

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

11



 

Issuer Name:

 

Hana Microelectronics Public Company Limited

Exchange Ticker Symbol:

 

HANA

SEDOL/CUSIP #

 

B019VT1

Meeting Date:

 

4/30/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Consider Adopting the Minutes of the General Meeting of Shareholders No. 10/2546

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and certify the Board of Directors’ report on the operating results of the Company for the year 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the balance sheets, the income statement for the year ended 31 January 2004

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the distribution of dividends for the financial year 2003

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the amendment to Article 7 in clause 3 (objective) of the company’s Memorandum of Association

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the additional article 50 under chapter 9 of the company’s articles of association

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the change of par value of the company’s share from Baht 5 to Baht 1

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve the amendment to clause 4 of company’s Memorandum of assocciation to be change of the par value

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve the amendment articles under chapter 2 of the company’s article of association in accordance with the change of the par value

 

For

 

Yes

 

For

 

Management

 

12

 

To consider and approve the additional reserve of shares for warrant conversion due to new exercise ratio

 

For

 

Yes

 

For

 

Management

 

13

 

To consider and approve the issue of warrants with the exercise price set not below the market price amounting to 7,500,000 units

 

For

 

Yes

 

For

 

Management

 

14

 

That the execrise of the warrants issued pursuant to Agenda No.13 to consider approved the reservation of 7,500,000 ordinary shares, at the par value Baht 1 per share, pursuant to the encrease of capital approved by extraordinary general meeting of share holders No.1 /1997 held on October 14,1997

 

For

 

Yes

 

For

 

Management

 

15

 

To consider and approve the reservation of the un-issued ordinary shares, pursuant to the increase of capital approved by the Extraordinary General Meeting of Shareholder No. 1/1997, held on October 14, 1997 in order to accommodate the conversion of each warrant, provided that the number of shares to be allotted, the timing for the allotment and other details shall be determined by the Board of Directors

 

For

 

Yes

 

For

 

Management

 

16

 

To consider and approve the reservation of warrants to the directors and employees of the company and its subsidiaries who are eligible to receive the warrants with the amount exceeding 5% of total issuing unit of warrants

 

For

 

Yes

 

For

 

Management

 

17

 

To consider and approve to buy ordinary shares and/or Assets of Hana Semiconductor (Ayuttaya) Co., Ltd. From Hana Semiconductor enterprise co., Ltd. That is the company’s subsidiary and 100% indirectly own by the company

 

For

 

Yes

 

For

 

Management

 

18

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

12



 

Issuer Name:

 

Siam General Factoring Public Company Limited

Exchange Ticker Symbol:

 

SGF

SEDOL/CUSIP #

 

6808521

Meeting Date:

 

4/28/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and approve the minutes of the Extraordinary General Meeting of Shareholders No. 1/2003 held on 2nd October, 2003

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the report on the Company’s operating results for the year 2003 and the Directors Report

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the audited balance sheet and profit and loss statement for the year ending 31st December, 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To consider the non distribution of dividends as of year 2003

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the amendment to the articles of association of the Company

 

For

 

Yes

 

For

 

Management

 

8

 

 

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve to buy ordinary share of Global Thai Company Limited and its asset acquisition of listed company

 

For

 

Yes

 

For

 

Management

 

10

 

To consider and approve two new director for the company

 

For

 

Yes

 

For

 

Management

 

11

 

To consider and approve cancellaltion of the resolution of the Extraordinary General Meeting of Shareholder No. 1/2003 held on 2nd October, 2003 the allotment ordinary shares of the Company to the existing shareholders by way of right offering

 

For

 

Yes

 

For

 

Management

 

12

 

To consider and approve the issue warrants to the seller of Global Thai shares

 

For

 

Yes

 

For

 

Management

 

13

 

To consider and approve the reduction of the existing registered capital

 

For

 

Yes

 

For

 

Management

 

14

 

To consider the amendment to Clause 4 of the Memorandum of Association to reflect the reduction of the registered capital

 

For

 

Yes

 

For

 

Management

 

15

 

To consider and approve the increase of the registered capital

 

For

 

Yes

 

For

 

Management

 

16

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association to reflect the increase of the registered capital

 

For

 

Yes

 

For

 

Management

 

17

 

To consider and approve the allotment new ordinary shares

 

For

 

Yes

 

For

 

Management

 

 

13



 

Issuer Name:

 

Siam Cement Public Compamy Limited

Exchange Ticker Symbol:

 

SCC

SEDOL/CUSIP #

 

6609917

Meeting Date:

 

3/24/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Consider Adopting the Minutes of the General Meeting of Shareholders No. 10

 

For

 

Yes

 

For

 

Management

 

2

 

To consider and approve the report on the Company’s operating results and the balance sheets, the income statement for ended December 31, 2003

 

For

 

Yes

 

For

 

Management

 

3

 

To consider and approve the appropriation of the net porfit as dividends of the year 2003 at Baht 6 per share

 

For

 

Yes

 

For

 

Management

 

4

 

To consider and approve the election of directors to replace those retired by rotation

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

6

 

To consider and approve the mendment of Articles of

 

For

 

Yes

 

For

 

Management

 

6.1

 

The amendment of Directors’ bonus Articles of Association as following

 

For

 

Yes

 

For

 

Management

 

6.2

 

The Aamendment of the directors’ signature who can act as company

 

For

 

Yes

 

For

 

Management

 

6.3

 

The amendment of Article of Association related to related transaction

 

For

 

Yes

 

For

 

Management

 

7

 

To consider and approve the directors remuneration and bonus

 

For

 

Yes

 

For

 

Management

 

8

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

 

 

Issuer Name:

 

Bangkok Bank Public Company Limited

Exchange Ticker Symbol:

 

BBL

SEDOL/CUSIP #

 

6077008

Meeting Date:

 

4/9/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and approve the minutes of the 10th ordinary shareholders’ meeting held on April 1, 2003

 

For

 

Yes

 

For

 

Management

 

2

 

To Acknowledged the reports on capital increase and redemption and adjustment of Capital Augmented Preferred Securities (“CAPS”)

 

For

 

Yes

 

For

 

Management

 

3

 

To acknowledged the report on the results of operations for the year 2003

 

For

 

Yes

 

For

 

Management

 

4

 

To acknowledged the report of the Audit Committee

 

For

 

Yes

 

For

 

Management

 

5

 

To consider and approve the balance sheet and income statement for the year 2003

 

For

 

Yes

 

For

 

Management

 

6

 

To consider allotment of the profit for the year 2003, no dividend payment to be made

 

For

 

Yes

 

For

 

Management

 

7

 

To consider the reserve funds be transferred to offset the Bank’s accumulated loss

 

For

 

Yes

 

For

 

Management

 

8

 

To consider and approve the appointment of directors replacing those retired by rotation

 

For

 

Yes

 

For

 

Management

 

9

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

Yes

 

For

 

Management

 

10

 

To consider revising the votes for issuing new shares and other securities

 

For

 

Yes

 

For

 

Management

 

11

 

Any other business (if any)

 

None

 

No

 

None

 

Management

 

 

14



 

Issuer Name:

 

Serm Suk Public Company Limited

Exchange Ticker Symbol:

 

SSC

SEDOL/CUSIP #

 

6616144

Meeting Date:

 

4/22/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider adopting the Minutes of the Annual General Meeting of Shareholders No. 1/2003 held on 24 April 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

The Board of Directors to report the Company’s operations for year 2003 for acknowledgement

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider approving the balance sheet and the profit and loss statement for the fiscal year ending 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider the profit appropriation and declaration of dividend payment

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider electing directors to replace those retiring by rotation

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider appointing the auditor and fixing the audit fees

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider amending the Company’s Articles of Association by adding paragraph 2 of Article 22, and adding Article 45

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider the fourth year (2004) allocation of the ordinary shares of the Company to the employees at the executive level under the Executive Stock Incentive Plan

 

For

 

No

 

Abstain

 

Management

 

9

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

Issuer Name:

 

Siam Makro Public Company Limited

Exchange Ticker Symbol:

 

MAKRO

SEDOL/CUSIP #

 

6807410

Meeting Date:

 

4/27/04

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and confirm the Minutes of Annual General Shareholders’ Meeting No.10 (after conversion into a public company limited) held on April 24, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve the audited balance sheets, statements of income, statements of changes in shareholders’ equity, statements of cash flows and the report of the auditor of Siam Makro Public Company Limited and its subsidiaries as of December 31, 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and confirm the report of the Company’s Management regarding the company’s business activities and acknowledgement of the payment of interim dividend on 9 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the re-election of 4 directors those retired by rotation for another term and fix of the remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the re-appointment of Mr. Athaporn Khaimarn as the Chairman of the Audit Committee, Mr.Thira Wipuchanin and Mr.Chavalit Uttasart as the members of the Audit Committee for another 2 years

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the declaration of the dividend payment, being Bt 1.25 per share

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration for the fiscal year ending 31 December 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve of the amendment of Article 3 of the Company’s Articles of Association following the provisions of law governing public limited companies

 

For

 

No

 

Abstain

 

Management

 

9

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

15



 

Issuer Name:

 

PTT Exploration and Production Public Company Limited

 

Exchange Ticker Symbol:

 

PTTEP

 

SEDOL/CUSIP #

 

6290344

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting for the 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge and approve the report on the Company’s operating results, financial statement and dividend for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the election of new directors to replace those retired by rotation and to determine the authorized signatories of the Company and to fix their remuneration

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the reallocation of the 2.4 million shares which was previously registered and reserved for the exercise of right under the warrants issued to management and employees in 1998, but had expired, to be reserved for the exercise of right under the newly issued warrants in year 2004-2006

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the issuance and offering of 0.8 million units of warrants to purchase the Company’s common shares for management and employees as proposed in agenda item 5 for the year 2004 which is a newly proposed 3-year-program

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the issuance and offering of 2 million units of warrants to purchase the Company’s common shares for management and employees for the year 2004, which is in accordance with the continuous 5-year program

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the allotment of the 0.8 million shares, registered in 1998 for the exercise of right under the warrants issued to management and employees for the year 2004, as requested for approval in Agenda Item 6

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the allotment of 2 million shares, registered in 2002 for the exercise of rights under the warrants issued to management and employees for the year 2004, as requested for approval in Agenda Item 7

 

For

 

No

 

Abstain

 

Management

 

10

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

16



 

Issuer Name:

 

C.P. Seven Eleven Public Company Limited

 

Exchange Ticker Symbol:

 

CP7-11

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6703734

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider the report on the Company’s operating results

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement, cash flow statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appropriation of the net profit as dividends of the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the remuneration of the directors

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider the amendment to Clause 3 of the Memorandum of Association related to the company’s objectives

 

For

 

No

 

Abstain

 

Management

 

9

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

Issuer Name:

 

Thai Rung Union Car Public Company Limited

 

Exchange Ticker Symbol:

 

TRU

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6452070

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003 held on December 18, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report on the Company’s operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and appoint a additional director

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the remuneration of the directors for the year 2004

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the remuneration of the audit committee for the year 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the appropriation the dividends for the year 2003

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider the amendment the Article of Association relating to foreign ownership from limited to 25% to not exceed 40%

 

For

 

No

 

Abstain

 

Management

 

11

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

17



 

Issuer Name:

 

Italian Thai Development Public Company limited

 

Exchange Ticker Symbol:

 

ITD

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

B00PTH4

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/2/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the report on the Company’s operating results for ended December 31, 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the allocation of partical profits as legal reserve

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the declaration of the dividend payment for the year 2003

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors and audit committee remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the change in the par value of the company’s shares

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association to reflect the change in the par value of the company’s shares

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider the amendment to the articles of association of the Company Clause 4, 8, 9 and 46

 

For

 

No

 

Abstain

 

Management

 

11

 

To consider the issuing of convertible debentures

 

For

 

No

 

Abstain

 

Management

 

12

 

To consider and approve the increase of the registered capital

 

For

 

No

 

Abstain

 

Management

 

13

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association to reflect the increase of the registered capital

 

For

 

No

 

Abstain

 

Management

 

14

 

To consider and approve the allotment of Company’s ordinary shares

 

For

 

No

 

Abstain

 

Management

 

15

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

18



 

Issuer Name:

 

Padaeng Industry Public Company Limited

 

Exchange Ticker Symbol:

 

PDI

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6666989

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/23/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed (if any)

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting the year 2003 held on April 22, 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To acknowledge the report on the Company’s operating results for year 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the balance sheet, the income statement for the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider the non distribution of dividends as of year 2003

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the remuneration of the directors for year 2003

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the appointment of the auditor and its remuneration for year 2004

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider the amendment to the Articles of Association of the Company

 

For

 

No

 

Abstain

 

Management

 

10

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

Issuer Name:

 

ABN AMRO ASIA Securities Public Company Limited

 

Exchange Ticker Symbol:

 

AST

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6057141

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the interim dividend Payment

 

For

 

No

 

Abstain

 

Management

 

3

 

To acknowledge the report on the Company’s operating results for year 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the balance sheet, the income statement for the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appropriation of the net profit

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

8

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

19



 

Issuer Name:

 

Samart Corporation Public Company Limited

 

Exchange Ticker Symbol:

 

SAMART

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6724241

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003 held on 3 December 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report on the Company’s operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To Consider and approve the allocation dividend and legal reserve for the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors and audit committee remuneration

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

Issuer Name:

 

Amarin Printing And Publishing Public Company Limited

 

Exchange Ticker Symbol:

 

APRINT

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

B010560

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting No.1/2003 held on April 24, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report on the Company’s operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the reduction of non offering the registered capital from Bt 250 million to 190 million and approve the amendment the Memorandum of Association accordingly

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the increase of the registered capital from Bt 190 million to 200 million and amend the memorandum of Association Accordingly

 

For

 

No

 

Abstain

 

Management

 

6

 

To Consider and approve the allocation dividend for period January 1 - December 31 2004 and allocation of the net profit as legal reserve

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider the amendment to the Articles of Association of the Company

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider the amendment of registered capital according to Agenda No.5 for the number of shares and par value

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association for par value and number of shares

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

No

 

Abstain

 

Management

 

11

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

12

 

To consider the amendment to the Articles of Association of the Company by following the Stock Exchanged of Thailand (Related Transaction)

 

For

 

No

 

Abstain

 

Management

 

13

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

20



 

Issuer Name:

 

Vinythai Public Company Limited

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

VNT

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6929693

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/27/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003 held on April 27, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report on the Company’s operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the Company to enter into the Connected Transaction concerning the renewal of the On-Going Know How and Business Support Agreement between Vinythai Public Company Limited and Solval S.A.

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the reduction of the registered capital from 5,593,783,194 Baht to 5,418,061,122 Baht by means of eliminating 29,287,012 unissued shares

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider the amendment to Clause 4 of the Memorandum of Association to reflect the reduction of the registered capital

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the increase of the registered capital from 5,418,061,122 Baht to 5,689,021,122 Baht by means of issuing 45,160,000 new ordinary shares, to be payable in full, having par value of 6 Baht each for supporting the distribution of stock dividend

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association to reflect the increase of the registered capital

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the appropriations of the profit from the operating result of 2003 , in the from of legal reserve and stock dividend

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider and approve the election of new directors to replace those retired by rotation and amendment of the name of the authorized signatories of the Company (if any change Director)

 

For

 

No

 

Abstain

 

Management

 

11

 

To consider and approve the remuneration of the directors for the year 2004

 

For

 

No

 

Abstain

 

Management

 

12

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

13

 

To consider and approve the amendment of the Company’s Articles of Association regarding the Connected Transaction of the Listed Company to comply with the Notification of the Stock Exchange of Thailand by adding Clause 53

 

For

 

No

 

Abstain

 

Management

 

14

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

21



 

Issuer Name:

 

United Communication Industry Public Company Limited

 

Exchange Ticker Symbol:

 

UCOM

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6919188

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/30/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and certify the report on the Company’s operating results

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the financial statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider the non distribution of dividends

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of directors replacing those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the remuneration of the directors

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider the amendment to the articles of association of the Company

 

For

 

No

 

Abstain

 

Management

 

10

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Thai Union Frozen Products Public Company Limited

 

Exchange Ticker Symbol:

 

TUF

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

642705

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report of the Company operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the financial statement for the year 2003 and appropriation of the net profit

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

6

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

22



 

Issuer Name:

 

Sino-Thai Engineering & Construction Public Company Limited

 

Exchange Ticker Symbol:

 

STEC

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6541406

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/27/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting No.9/2003 and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report of the Company operating results for the year ended 31 December 2003 and certify annual report for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appropriation of the net profit as dividends of the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of the Company’s auditors for the year 2004 and to fix their remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the remuneration of the directors and audit committee for the year 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Noble Development Public Company Limited

 

Exchange Ticker Symbol:

 

NOBLE

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6606736

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting for the year 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the report on the Company’s operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appropriations of the profit from the operating result of 2003 , in the from of legal reserve and dividend

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

7

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

23



 

Issuer Name:

 

Tycoons Worldwide Group (Thailand) Public Company Limited

 

Exchange Ticker Symbol:

 

TYCN

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6718545

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/5/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.2/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report of the Company operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the financial statement for the 2003 (see attachment 2)

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the distribution of dividends for the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider the amendment to the articles of association of the Company for the use of Company’s seal whose retired by rotation to return to their office

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of directors and determine the directors remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration for the year 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Sanmakorn Public Company Limited

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

SAMCO

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6728618

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/8/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003 held on December 17, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the report on the Company’s operating results for year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the financial statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the distribution of dividends for the year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider the amendment to the articles of association of the Company

 

For

 

No

 

Abstain

 

Management

 

8

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

24



 

Issuer Name:

 

KCE Electronics Public Company Limited

 

Exchange Ticker Symbol:

 

KCE

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6712138

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003 held on October 28, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the report of the Company operating results for the year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appropriation of the net profit of 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the remuneration of the directors and audit committee

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the warrants for directors and employees of the company and its subsidiary

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the amendment to Article 3, 4, 8, 38 and 46 of the company Article Association

 

For

 

No

 

Abstain

 

Management

 

10

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

25



 

Issuer Name:

 

Bank of Ayudhya Public Company Limited

 

Exchange Ticker Symbol:

 

BAY

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6075938

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/27/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting No. 91 held on April 21, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the annual report of the Board of Directors

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider the non distribution of dividends as of year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve to transfer reserves for the compensation of the Bank’s accumulated losses as at 31 December 2003 pursuant to Section 119 of the Public Company Limited Companies Act B.E 2535 amended by the Public Limited Companies Act (No.2) B.E.2544

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the appointment of directors and determine the directors remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the amendment of Clause 4. of the Memorandum of Association regarding the registered capital to be in line with the conversion of all Class A Preferred Shares into the Bank’s ordinary shares and approve the amendment of the Bank’s Articles of Association which is in relation to the right of Class A preferred shares

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the cancellation of warrant to buy the Bank’s ordinary shares which cannot be sold or have not been sold

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider and approve the reduction of the registered capital by removing the registered shares which cannot be sold or have not yet been sold and approve the amendment of Clause 4. of the Bank’s Memorandum of Association with respect to the registered capital so as to conform to the reduction of the registered capital

 

For

 

No

 

Abstain

 

Management

 

11

 

To consider and approve the increase of the registered capital by new ordinary share and approved the amendment of Clause 4. of the Memorandum of Association with respect to the registered capital so as to conform to the increase of the registered capital

 

For

 

No

 

Abstain

 

Management

 

12

 

To consider and approve the allocation new ordinary shares

 

For

 

No

 

Abstain

 

Management

 

13

 

To consider and approve the cancellation of the resolution of the Extraordinary Meeting of Shareholders No.1/1999 in Agenda 11 related to approved the issuance and sale of several types of debentures by the Bank and/or any of its branches in one and/or more offerings , in order to be in line with the Notifications of the Securities and Exchange Commission in respect of the issuance and offering for sale of debentures as amended

 

For

 

No

 

Abstain

 

Management

 

14

 

To consider and approve the setting up or holding shares or other securities in a subsidiary or Special Purpose Vehicle (SPV) or mutual fund either domestically and/or overseas and to set up and/or manage a trust either in Thailand and/or overseas pursuant to Thai laws and/or the laws of other countries for the purpose of this fund raising method

 

For

 

No

 

Abstain

 

Management

 

15

 

Other businesses (if any)

 

 

 

 

 

 

 

 

 

 

26



 

Issuer Name:

 

GMM Media Public Company Limited

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

GMMM

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6566108

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting of 2003 held on April 29, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve the balance sheet for the year ended 31 December 2003 and certify the report on the Company’s operating results for ended December 31, 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the allocation of net profit for legal reserve and the allocation of operational results and retained earnings to be paid out as the annual dividend for the year 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appointment of directors replacing those retired by rotation and determine the directors remuneration

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appointment of the auditor and its remuneration

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the amendments of the Company’s and its subsidiary companies’ Articles of Association to be in compliance with the Notification concerning connected transactions of the Stock Exchange of Thailand

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the renewal of the office building rental agreement between the company and its subsidiary companies and Geurt Fah Co., Ltd.

 

For

 

No

 

Abstain

 

Management

 

8

 

To acknowledge the shareholders regarded to the Company’s entering into a joint venture agreement to establish Scenario Co., Ltd

 

For

 

No

 

Abstain

 

Management

 

9

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

27



 

Issuer Name:

 

EGV Entertainment Public Company Limited

 

Exchange Ticker Symbol:

 

EGV

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6651316

 

 

 

 

 

 

 

 

 

Meeting Date:

 

1/12/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Extraordinary Shareholders’ meeting No.1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve the reduction of the existing registered capital from 300,000,000 Baht to 260,000,000 Baht

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider the amendment to Clause 4 of the Memorandum of Association to reflect the reduction of the registered capital

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the offer not more than 115,000,000 new issued shares at the par value of Baht 1 per share to the specific investors

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the issuing and offering warrants to buy ordinary shares to existing shareholders amount 65,000,000 units

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the increase of the registered capital from 260,000,000 Baht to 440,000,000 Baht

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association to reflect the increase of the registered capital

 

For

 

No

 

Abstain

 

Management

 

8

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

28



 

Issuer Name:

 

United Broadcasting Corporation Group

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

UBC

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6456629

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and certify the minutes of the Ordinary Shareholders’ meeting for year 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the report on the Company’s operating results for year 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To acknowledge the Annual Report of the Board of Directors for the year 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the balance sheet, the income statement for the year ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To Consider and approve the allocation of profit for dividend and reserve for the year 2003

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the election of new directors to replace those retired by rotation

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the remuneration of the directors amount not more than 3,360,000 Baht for year 2004

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the appointment of the auditor and its remuneration for year 2004

 

For

 

No

 

Abstain

 

Management

 

9

 

To acknowledge for the transaction between UBC and Myriad Serices Limited that had already approved by company’s directors with in line with the SET regulation

 

For

 

No

 

Abstain

 

Management

 

10

 

To acknowledge the related transaction that had been done in 2003

 

For

 

No

 

Abstain

 

Management

 

11

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

29



 

Issuer Name:

 

The Industrial Finance Corporation of Thailand

 

Exchange Ticker Symbol:

 

IFCT

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6458829

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/29/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To approve and adopt the Minutes of the 2nd/ 2546 Extraordinary General Meeting held on Thursday July 24, 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the report on IFCT’s operations in 2003

 

For

 

No

 

Abstain

 

Management

 

3

 

To approve IFCT’s Balance Sheet and Income Statement for 2003 and suspension of dividend payment

 

For

 

No

 

Abstain

 

Management

 

4

 

To elect Directors to replace those retiring by rotation

 

For

 

No

 

Abstain

 

Management

 

5

 

To appoint IFCT’s auditor for 2004 and fix the auditing fee

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider voluntary delisting of IFCT ordinary shares from the Stock Exchange of Thailand (SET)

 

For

 

No

 

Abstain

 

Management

 

7

 

Other businesses (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Meeting Date:

 

8/26/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To approve and adopt the Minutes of the 45th Ordinary General Meeting held on Thursday April 29,2004

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider voluntary delisting of IFCT ordinary shares from the Stock Exchange of Thailand (SET)

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider IFCT’s business transfer

 

For

 

No

 

Abstain

 

Management

 

 

30



 

Issuer Name:

 

Modernform Group Public Company Limited

 

Exchange Ticker Symbol:

 

MODERN

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6578772

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To review and adopt the mintues of the Annual Ordinary General Shareholders Meeting No. 1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To review and acknowledge report on the Company’s performance for the fiscal year 2003 and the Company’s Annual Report

 

For

 

No

 

Abstain

 

Management

 

3

 

To review and approve the audited Balance Sheet, and the Profit and loss Statement for the year ended December 31, 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the appropriation of Company’s earning for the year ended December 31, 2003 and the annual dividend payment for the fiscal year 2003

 

For

 

No

 

Abstain

 

Management

 

5

 

To elect new Directors replacing Directors whose terms are expired and to determine the Directors’s remuneration for year 2003

 

For

 

No

 

Abstain

 

Management

 

6

 

To appoint the Company’s Auditor and to determine the remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the issue of warrants to the existing shareholders (Right Warrants)

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the issue of warrants to the directors and employees of the Company and its Subsidiaries. (ESOP)

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve the cancellation of the allotment of unpaid ordinary shares and approve new shares allotment

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider other matters (if any)

 

For

 

No

 

Abstain

 

Management

 

 

31



 

Issuer Name:

 

Electricity Generating Public Company Limited

 

Exchange Ticker Symbol:

 

EGCOMP

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6304632

 

 

 

 

 

 

 

 

 

Meeting Date:

 

2/23/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To Approve the Minutes of the Shareholders’ Annual General meeting No. 1/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider an Amendment to Article 7 of the Articles of Associatioon of the Company

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider other matters (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

ITV Public Company Limited

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

ITV

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6513687

 

 

 

 

 

 

 

 

 

Meeting Date:

 

1/19/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Matters to be informed

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and certify the Minutes of the Annual General Meeting of Shareholders for the Year

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the Reduction of the Companys registered capital by decreasing 43,231,000 unissued shares, the registered capital will be 1,216,769,000 shares at the par value of baht 5 each

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the amendment to clause 4 of the Memorandum of Association. (Capital Reduction)

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the increase of the registered capital to be baht 7,800 million, Divided into 1,560 million shares at the par value of baht 5.

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the allocation of newly issued shares of 300 million shares at the par value of baht 5 each to strategic partners

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the amendment to clause 4 of the Memorandum of Association. (Capital Increase)

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider other matters (if any)

 

For

 

No

 

Abstain

 

Management

 

 

32



 

Issuer Name:

 

True Corporation Public Company Limited

 

Exchange Ticker Symbol:

 

TRUE

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6875934

 

 

 

 

 

 

 

 

 

Meeting Date:

 

5/28/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and adopt Minutes of the Annual Gerneral Shareholders Meeting for the Year 2004

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve the issuance and offering of the warrants to purchase the Company’s ordinary shares to the directors and employees at executive level of the Company in the total number of not exceeding 35 persons (the “ESOP 2004 Project”)

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the issuance and offering of the warrants to each of the directors and employees at executive level of the Company who will be entitled to receive said warrants more than 5 percent of the total warrants to be issued and offered under the ESOP 2004 Project on an individual basis

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the reduction of the authorized capital of the Company from Baht 43,892,281,600 to be Baht 38,096,415,400 by canceling 579,586,620 ordinary shares which have not yet been issued. (expect for shares reserved for the exercise of the rights of the warrants which have already been issued and sold by the Company)

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the amendment to clause 4 of the Menorandum of Association of the Company with respect to the authorized capital of the Company to be in line with the reduction of the authorized capital

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the increase of the authorized capital of the Company from Baht 38,096,415,400 to be Baht 43,083,393,190 by issuing 498,697,779 new ordinary shares at a par value of Baht 10 each

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company with respect to the authorized capital of the Company to be in line with the increase of the authorized capital

 

For

 

No

 

Abstain

 

Management

 

8

 

To Consider and approve the allotment of new ordinary shares pursuant to the increase of the authorized capital and consider and approve the offering and sale of the 450,000,000 shares on a private placement basis at the price below par value

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider other matters (if any)

 

For

 

No

 

Abstain

 

Management

 

 

33



 

Issuer Name:

 

AAPICO Hitech Public Company Limited

 

Exchange Ticker Symbol:

 

AH

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

B010S60

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/23/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and approve the Minutes of Extra-Ordinary Gerneral Meeting No.2/2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To acknowledge the performance of the fiscal year 2003 and the business plan of the fiscal year 2004

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the audited financial statement for the fiscal year ended as of December 31,2003 and the auditor’s opinion

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the payment of dividend from the performance of the 2003 fiscal year

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and approve the appointment of the directors replacing the retired directors

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the directors’ remuneration

 

For

 

No

 

Abstain

 

Management

 

7

 

To consider and approve the appointment of the auditor and the auditor’s remuneration

 

For

 

No

 

Abstain

 

Management

 

8

 

To consider and approve the split of the par value of the Company from Bath 5 to Baht 1

 

For

 

No

 

Abstain

 

Management

 

9

 

To consider and approve amendment to Clause 4 of the Memorandum of Association regarding the par value of the Company

 

For

 

No

 

Abstain

 

Management

 

10

 

To consider other business

 

For

 

No

 

Abstain

 

Management

 

 

34



 

Issuer Name:

 

Big C Supercenter Public Company Limited

 

Exchange Ticker Symbol:

 

BIGC

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6777728

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/26/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and approve the Minutes of the Extraordinary Gerneral Meeting of Shareholders No.1/2003 held on 10 November 2003

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve the Annual Report and the Financial Statements of the Company for the Year ended 31 December 2003 audits by the Company’s auditor

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and approve the Allocation of profit, payment of dividend and legal reserve for the Year 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider and approve the election of directors in place of those retiring from the office by rotation

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and appoint an auditor of the Company and fix his/her remuneration

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider and approve the revenue recongnition for the cancellation of the Dividend amount of Baht 7,952,040 (Seven Million Nine Hundred Fifty Two Thousand and Forty Baht) due to the non qualification of the shareholders to receive the dividend

 

For

 

No

 

Abstain

 

Management

 

7

 

Other Business (if any)

 

For

 

No

 

Abstain

 

Management

 

 

35



 

Issuer Name:

 

S&P Syndicate Public Company Limited

 

 

 

 

 

 

 

 

 

Exchange Ticker Symbol:

 

SNP

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6413345

 

 

 

 

 

 

 

 

 

Meeting Date:

 

4/16/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

Certification of the Minutes of the 2003 Ordinary Meeting of Shareholders

 

For

 

No

 

Abstain

 

Management

 

2

 

Directors’ report of 2003 operating results

 

For

 

No

 

Abstain

 

Management

 

3

 

Consideration to approve the balance sheet and income statements for the period ended 31 December 2003

 

For

 

No

 

Abstain

 

Management

 

4

 

Consideration to approve dividend payments from 2003 operating performance

 

For

 

No

 

Abstain

 

Management

 

5

 

Consideration to approve Directors’ remuneration

 

For

 

No

 

Abstain

 

Management

 

6

 

Appointment of Directors

 

For

 

No

 

Abstain

 

Management

 

7

 

Consideration to appoint auditors’ and determine audit fees for the 2004 accounting year

 

For

 

No

 

Abstain

 

Management

 

8

 

Other matter (if any)

 

For

 

No

 

Abstain

 

Management

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name:

 

Thai Military Bank Public Company Limited

 

Exchange Ticker Symbol:

 

TMB

 

 

 

 

 

 

 

 

 

SEDOL/CUSIP #

 

6887876

 

 

 

 

 

 

 

 

 

Meeting Date:

 

8/26/04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agenda Number

 

Proposal

 

Mgmt Rec.

 

Vote Cast

 

Manner Cast

 

Proposed by

 

1

 

To consider and approval of Minutes of the 2004 Annual General Meeting of Shareholders’ dated 29 dated 29 April 2004

 

For

 

No

 

Abstain

 

Management

 

2

 

To consider and approve to accept transfer of business of IFCT

 

For

 

No

 

Abstain

 

Management

 

3

 

To consider and amendment to correspond with the partial exercise of the right to convert Class B preferred shares into ordinary shares, Clause 4 of the Bank’s Memorandum of Association regarding the registered capital.

 

For

 

No

 

Abstain

 

Management

 

4

 

To consider of the election of directors to propose to the shareholders’ meeting to appointing of 3 additional new directors, which shall increase the number of directors from 14 directors to 17 directors

 

For

 

No

 

Abstain

 

Management

 

5

 

To consider and amendment tof Article 9 of the Bank’s Articles of Association regarding transfer of shares and shareholding ratio of non-Thai nationals.

 

For

 

No

 

Abstain

 

Management

 

6

 

To consider other business (if any)

 

For

 

No

 

Abstain

 

Management

 

 

36



 

SIGNATURES

 

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE THAI CAPITAL FUND, INC.

 

By:

/s/ John O’Keefe

 

 

Name:

John O’Keefe

 

Title:

Vice President and Treasurer

 

 

Date:  September 3, 2004

 

37