Resolutions of BOD ; Call AGM, Payment Dividend (Edit)

Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 19-Feb-2013 Meeting date : 10-Apr-2013 Beginning time of meeting (h:mm) : 14 : 30 Record date for the right to attend the : 05-Mar-2013 meeting Book closing date for collecting holders : 06-Mar-2013 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 01-Mar-2013 Significant agenda item : - Dividend payment Venue of the meeting : 325/8 Fl. 2 JMART Building, Ramkhamhaeng Rd. Saphan soong, Bangkok Remark : IR56/004 February 19, 2013 Subject: The notification on the Board of Directors' Resolution No. 2/2013 To: The President The Stock Exchange of Thailand According to the Board of Directors of JMT Network Services PLC Meeting No.2/2013 February 19, 2013. We would like to notify the important results as follows: 1. Resolved to propose to the General Meeting of Shareholders 2013 to approve the Annual Report 2013 and Annual Report of the Board of Directors to propose to the general meeting of the company's results of operations in recent years. 2. Resolved to propose to the Annual General Meeting of Shareholders 2013 to approve the financial statement, statement of comprehensive income year ended 31 December 2012 and the auditor's report. 3. Resolved to propose to the Annual General Meeting of shareholders 2012 to approve a dividend payment for the second half operating results of 2012. From 75% of the net profit after tax to shareholders of 300 million shares. The dividend payout at 0.15Baht/share and the total amount of dividend will be Baht 45,000,000 Nevertheless, the above dividend payment still uncertain. It has to depend on the resolution of the shareholders AGM. 4. The Board has resolved to propose to the Annual General Meeting of Shareholders 2013 to consider and approve the directors' remuneration for the year 2013 in the amount not exceeding Baht 5,000,000. And the board of directors' remuneration will be paid as follows. Board of Directors. To be paid as follows. Remuneration / person /quarter Meeting Allowance/ person / time Chairman Baht 50,000 Baht 20,000. Directors Baht 20,000 Baht 10,000. Audit Committee To be paid as follows. Remuneration / person / quarter Meeting Allowance / person / time Committee Chairman Baht 50,000 Baht 20,000. Audit committees Baht 30,000 Baht 15,000. 5. Resolved to propose to the General Meeting of Shareholders 2013 to consider and approve the re-appoint the expiring directors for directorship for another term as follow; The expiring directors as follow; - Miss Yuvadee Pong-Acha - Mr. Piya Pong-Acha - Miss Ladda Waruntarakul The board agree to re-appoint the expiring directors for directorship for another term as follow; - Miss Yuvadee Pong-Acha - Mr. Piya Pong-Acha - Miss Ladda Waruntarakul 6. The board has resolved to propose to the Annual General Meeting of the Shareholders 2013 to consider and appoint auditors from Grant Thornton as the corporate auditors in the year 2013 as follow; 1. MRS. Sumalee Chokdeeanant Certified Public Accountant (Thailand) No. 3322 or 2. Mr. Somckid Tiatragul Certified Public Accountant (Thailand) No. 2785 or 3. Mr. Teerasak Chuasrisakul Certified Public Accountant (Thailand) No. 6624 The above corporate auditors, for the year 2013, have to review and comment on the financial statements of the Company. In addition, the Board of Directors has approved a quarterly audit and proof fee for Baht 800,000 (Excluding the cost of quarterly audit and proof fee of the subsidiary in the amount of Baht 225,000) The total audit compensation for the year 2013 is Baht 1,025,000 7. Resolved to propose to the shareholders approval to buy distressed debt (an acquisition of assets by the Capital market board declaration No. Tor.Jor. 20/2010 to approve without meeting resolution, if the amount not exceeding Baht 700 million per year for 2013. And authorize the Board to consider buying debt if the debt limit is not exceeded 100 million/time. The Board of director has the authority to buy it. 8. The Board resolved to call for the Annual General Meeting of the Shareholders 2013 on Wednesday , April 10, 2013 at 14.30 A.M. at the company's headquarters at 325/8 Fl. 2 JMART Building, Ramkhamhaeng Rd. Saphan soong, Bangkok. The meeting Agendas are as follows: Issue 1 To consider and approve the Annual report 2012 and the report of the Board of Directors to propose to the meeting about the result of operations of the company during the past year. Issue 2 To acknowledge and approve Balance Sheet, Statements of comprehensive income for the year ended December 31, 2012 and report to the Auditor. Issue 3 To acknowledge and approve dividend payment. Issue 4 To consider and approve the Director's remuneration for the year 2013. Issue 5 To consider and approve the election of directors whose term has ended. Issue 6 To appoint the auditors and to approve the auditor's fee for the financial year 2010 Issue 7 To consider and approve purchasing distressed debt (an acquisition of assets by the Capital market board declaration No.Tor.Jor. 20/2010 to approve without meeting resolution, if the amount not exceeding Baht 700 million per year for 2013. And authorize the Board to consider buying debt if the debt limit is not exceeded 100 million/time. The Board of director has the authority to buy it. Issue8 To consider other matters (if any). JMT has fixed April 19, 2013 the Record Date on which Shareholders have the right to receive dividend and fixed April 22, 2013 as the share registration book closing date for gathering shareholder's names and fixed May 3, 2013 as the dividend payment date And fixed March 5, 2013 the Record Date on which shareholders have the right to attend the Annual General Shareholders' Meeting 2013 (AGM) and collecting shareholders' name under Section 225 of the Securities and Exchange Act of share register book closing date on March 2 2013 Please be informed accordingly, We hope that the above information is useful to investors Yours sincerely, (Mr. Supot Wanna) Company Secretary ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 19-Feb-2013 Type of dividend payment : Cash dividend payment Record date for the right to receive : 19-Apr-2013 dividends Book closing date for collecting : 22-Apr-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 17-Apr-2013 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.15 Par value (baht) : 1.00 Payment date : 03-May-2013 Paid from (Update) : Operating period from 01-Jul-2012 to 31-Dec-2012 Remark : IR56/004 February 19, 2013 Subject: The notification on the Board of Directors' Resolution No. 2/2013 To: The President The Stock Exchange of Thailand According to the Board of Directors of JMT Network Services PLC Meeting No.2/2013 February 19, 2013. We would like to notify the important results as follows: 1. Resolved to propose to the General Meeting of Shareholders 2013 to approve the Annual Report 2013 and Annual Report of the Board of Directors to propose to the general meeting of the company's results of operations in recent years. 2. Resolved to propose to the Annual General Meeting of Shareholders 2013 to approve the financial statement, statement of comprehensive income year ended 31 December 2012 and the auditor's report. 3. Resolved to propose to the Annual General Meeting of shareholders 2012 to approve a dividend payment for the second half operating results of 2012. From 75% of the net profit after tax to shareholders of 300 million shares. The dividend payout at 0.15Baht/share and the total amount of dividend will be Baht 45,000,000 Nevertheless, the above dividend payment still uncertain. It has to depend on the resolution of the shareholders AGM. 4. The Board has resolved to propose to the Annual General Meeting of Shareholders 2013 to consider and approve the directors' remuneration for the year 2013 in the amount not exceeding Baht 5,000,000. And the board of directors' remuneration will be paid as follows. Board of Directors. To be paid as follows. Remuneration / person /quarter Meeting Allowance/ person / time Chairman Baht 50,000 Baht 20,000. Directors Baht 20,000 Baht 10,000. Audit Committee To be paid as follows. Remuneration / person / quarter Meeting Allowance / person / time Committee Chairman Baht 50,000 Baht 20,000. Audit committees Baht 30,000 Baht 15,000. 5. Resolved to propose to the General Meeting of Shareholders 2013 to consider and approve the re-appoint the expiring directors for directorship for another term as follow; The expiring directors as follow; - Miss Yuvadee Pong-Acha - Mr. Piya Pong-Acha - Miss Ladda Waruntarakul The board agree to re-appoint the expiring directors for directorship for another term as follow; - Miss Yuvadee Pong-Acha - Mr. Piya Pong-Acha - Miss Ladda Waruntarakul 6. The board has resolved to propose to the Annual General Meeting of the Shareholders 2013 to consider and appoint auditors from Grant Thornton as the corporate auditors in the year 2013 as follow; 1. MRS. Sumalee Chokdeeanant Certified Public Accountant (Thailand) No. 3322 or 2. Mr. Somckid Tiatragul Certified Public Accountant (Thailand) No. 2785 or 3. Mr. Teerasak Chuasrisakul Certified Public Accountant (Thailand) No. 6624 The above corporate auditors, for the year 2013, have to review and comment on the financial statements of the Company. In addition, the Board of Directors has approved a quarterly audit and proof fee for Baht 800,000 (Excluding the cost of quarterly audit and proof fee of the subsidiary in the amount of Baht 225,000) The total audit compensation for the year 2013 is Baht 1,025,000 7. Resolved to propose to the shareholders approval to buy distressed debt (an acquisition of assets by the Capital market board declaration No. Tor.Jor. 20/2010 to approve without meeting resolution, if the amount not exceeding Baht 700 million per year for 2013. And authorize the Board to consider buying debt if the debt limit is not exceeded 100 million/time. The Board of director has the authority to buy it. 8. The Board resolved to call for the Annual General Meeting of the Shareholders 2013 on Wednesday , April 10, 2013 at 14.30 A.M. at the company's headquarters at 325/8 Fl. 2 JMART Building, Ramkhamhaeng Rd. Saphan soong, Bangkok. The meeting Agendas are as follows: Issue 1 To consider and approve the Annual report 2012 and the report of the Board of Directors to propose to the meeting about the result of operations of the company during the past year. Issue 2 To acknowledge and approve Balance Sheet, Statements of comprehensive income for the year ended December 31, 2012 and report to the Auditor. Issue 3 To acknowledge and approve dividend payment. Issue 4 To consider and approve the Director's remuneration for the year 2013. Issue 5 To consider and approve the election of directors whose term has ended. Issue 6 To appoint the auditors and to approve the auditor's fee for the financial year 2010 Issue 7 To consider and approve purchasing distressed debt (an acquisition of assets by the Capital market board declaration No.Tor.Jor. 20/2010 to approve without meeting resolution, if the amount not exceeding Baht 700 million per year for 2013. And authorize the Board to consider buying debt if the debt limit is not exceeded 100 million/time. The Board of director has the authority to buy it. Issue8 To consider other matters (if any). JMT has fixed April 19, 2013 the Record Date on which Shareholders have the right to receive dividend and fixed April 22, 2013 as the share registration book closing date for gathering shareholder's names and fixed May 3, 2013 as the dividend payment date And fixed March 5, 2013 the Record Date on which shareholders have the right to attend the Annual General Shareholders' Meeting 2013 (AGM) and collecting shareholders' name under Section 225 of the Securities and Exchange Act of share register book closing date on March 2 2013 Please be informed accordingly, We hope that the above information is useful to investors Yours sincerely, (Mr. Supot Wanna) Company Secretary ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.