minutes of the 2017 annual general meeting of shareholders...

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Minutes of the 2017 Annual General Meeting of Shareholders

Global Power Synergy Public Company Limited

Date, Time, and Venue of the Meeting

The 2017 Annual General Meeting of Shareholders (“the Shareholders’ Meeting”) was held on

Monday, April 3, 2017 at 2.00 p.m. at Vibhavadee Ballroom, Centara Grand at Central Plaza Ladphrao, located

at 1695 Phaholyothin Road, Chatuchak Subdistrict, Chatuchak District, Bangkok 10900.

Directors Attending the Meeting

1. Mr. Surong Bulakul Director / Chairman of the Board

2. Mr. Norkun Sitthiphong Independent Director /

Chairman of the Audit Committee

3. Mr. Chulasingh Vasantasingh Independent Director / Chairman of the Nomination and

Remuneration Committee / Member of the Audit Committee

4. Ms. Panada Kanokwat Independent Director / Member of the Audit Committee

5. Mr. Payungsak Chartsutipol Independent Director / Chairman of the Corporate

Governance Committee / Chairman of the Risk Management

Committee / Member of the Nomination and Remuneration

Committee

6. Maj. Gen. Chaowalek Chayansupap Independent Director / Member of the Audit Committee /

Member of the Corporate Governance Committee

7. Mr. Chavalit Punthong Director / Member of the Risk Management Committee

8. Mr. Supattanapong Punmeechaow Director / Member of the Risk Management Committee

9. Mr. Patiparn Sukorndhaman Director / Member of the Nomination and Remuneration

Committee

10. Mr. Atikom Terbsiri Director / Member of the Risk Management Committee

11. Mr. Somchai Wongwattanasan Director / Member of the Corporate Governance Committee

12. Mr. Toemchai Bunnag Director / Secretary to the Board / Member of the Risk

Management Committee / Chief Executive Officer

Directors Absent from the Meeting - None -

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Top Executives Attending the Meeting

1. Mr. Smornchai Khoonrak Executive Vice President, Operations

2. Mr. Somkiat Masunthasuwun Executive Vice President, Business Development and

Corporate Strategy

3. Mr. Kowit Chuengsatiansup Executive Vice President, Asset Management

4. Mrs. Wanida Boonpiraks Chief Financial Officer

Auditor Attending the Meeting

1. Mr. Waiyawat Kosamarnchaiyakij Certified Public Accountant Registration No. 6333

KPMG Phoomchai Audit Limited

Legal Advisor Attending the Meeting

1. Ms. Samata Masagee Partner

Weerawong, Chinnavat & Partners Company Limited

Preliminary Proceedings

The meeting participants were then shown a safety briefing video in the meeting room. Then, the

directors, executives, auditor, and legal advisor of Global Power Synergy Public Company Limited (the

“Company” or “GPSC”) as per the names listed above were introduced.

Meeting started at 2.00 p.m.

Mr. Surong Bulakul, Chairman of the Board, presided as the Chairman of the meeting (“the

Chairman”) informed the meeting that the Company has 1,498,300,800 common shares in total with a par

value per share of THB 10 and a paid-up registered capital of THB 14,983,008,000. He then informed the

meeting that there were 341 shareholders attending the meeting in person and 461 shareholders attending by

proxy, totaling 802 shareholders, representing 1,216,308,821 shares or 81.18 percent of the total issued shares of

the Company, more than one-third of the total issued shares. The quorum was thus constituted according to

Section 103 of the Public Limited Companies Act B.E. 2535 (1992) (including its amendment) and Article 35 of

the Articles of Association of the Company. The Chairman therefore announced the commencement of the

2017 Annual General Meeting of Shareholders held for consideration of business according to the agenda stated

in the invitation notice of the 2017 Annual General Meeting of Shareholders. In this regard, the Chairman

stated to the meeting that the Company would continue to accept registrations and allow the shareholders to

attend the meeting after the commencement of the meeting, whereby such shareholders would have the right to

vote on the remaining agenda items.

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Then, the Chairman assigned Mr. Viravong Chongkasemwong, the Company Secretary, to inform the

voting procedures in order to comply with related laws and the Articles of Association of the Company as

follows:

1. Article 37 of the Articles of Association of the Company states that one share is entitled to one

vote. A shareholder who has a conflict of interest on any issue has no right to cast their vote

except to vote for an election of a director(s).

2. A shareholder may cast all of his/her votes for only one of the following: approval, disapproval

or abstention, except for a shareholder who is a foreign investor and has appointed a custodian

in Thailand, who would be able to vote by splitting votes whereby the total number of votes

should not exceed the total number of voting rights it holds.

3. For voting on each agenda item, except for agenda item 3: To elect GPSC’s new directors in

replacement of those who are due to retire by rotation, if there are no disapproving and

abstaining votes, it would be considered that the shareholders approve the matter as proposed.

The chairman would ask the shareholders who wish to cast a disapproving vote or abstention

vote to fill out the ballots received at the registration, and to raise their hands so that officers

could collect the ballots for vote counting. For the counting of votes, the Company would

deduct the votes of disapproval and abstention votes from the total number of shares held by

the shareholders attending the meeting. The shareholders who cast the approval votes are asked

to keep the ballots and return them to the officers after the meeting is adjourned.

For voting on agenda item 3: To elect GPSC’s new directors in replacement of those who are

due to retire by rotation, the ballots were separated for each nominated candidate. In order to

comply with the AGM Checklist criteria, the Company would collect ballots from all

shareholders and proxies who hold the ballots.

The ballots for disapproval or abstention submitted after the Chairman announced the voting

result of each agenda item to the meeting would not be counted as voting results.

4. In the case of the shareholders who appointed a proxy and had specified their votes for each

agenda item, the proxies would not receive voting ballots as the votes would be counted into

the system as specified in the proxy form during the registration process.

5. For a shareholder or proxy who had registered but had not yet voted and was unable to be

present at the meeting until the meeting was over, the Company would ask for their

cooperation to submit the ballots which had been filled out for all remaining agenda items to

the Company’s officer who would record the votes for each agenda item.

6. The total number of votes the shareholders cast on each agenda item may not be consistent, as

there are shareholders and proxies entering the meeting room from time to time. Therefore, the

number of persons attending the Meeting for each agenda item may change.

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7. Any votes made in following manner shall be considered void:

(1) A ballot that is filled in with more than one mark in the space provided or that casts

with a vote expressing a conflict of intent;

(2) A ballot with a vote that has been crossed out with no signature; and

(3) A ballot that is worn out or that is in an unreadable condition.

The Chairman then introduced Ms. Pratumporn Somboonpoonpol, Legal Advisor from Weerawong,

Chinnavat & Partners Company Limited who was a witness in the vote counting and Ms. Arparkorn Krongyuti,

a shareholder, has volunteered as witnesses in the vote counting.

After that, the Chairman announced the procedures for questions and answers session as follows:

1. Before voting on each agenda item, the Chairman shall give the shareholders and proxies an

opportunity to ask questions and render their opinions concerning such agenda items,

if shareholders or proxies wish to express their views or ask questions on each agenda item,

they are asked to use the prepared microphones. For accurate and complete recording of the

minutes, they are requested to state their names, last names, and attending status (shareholders

or proxies).

2. Any opinion or question to be expressed or asked should be clear and concise. Please refrain

from questions or opinions on redundant issues so that the meeting would be conducted

effectively and in a timely manner. If a shareholder wishes to express an opinion or ask a

question on a matter that was not on the agenda being considered, such opinion or question

may be expressed or asked in the agenda item regarding other businesses or at the conclusion

of the meeting.

3. Should foreign shareholders or proxies ask questions in English, the Company has officers to

translate their questions into Thai for directors and executives to answer in Thai for the

accurate understanding by the majority of the participants. The officers are to translate the

replies into English for the inquiring shareholders or proxies.

The Chairman then informed the meeting that in the 2017 Annual General Meeting of Shareholders,

there were 7 agenda items. The Company posted the meeting invitation notice on the website on March 1, 2017

and sent the meeting invitation notice by post on March 13, 2017 to provide the shareholders with adequate time

to study the materials before the meeting. Thereafter, the Chairman proceeded with the meeting in accordance

with the following agenda items.

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Agenda Item 1 To acknowledge the operating results of GPSC for the year 2016 and to approve

the audited financial statements for the year ended December 31, 2016

The Chairman informed the meeting that Section 112 of the Public Company Limited

Act B.E. 2535 (1992) (including its amendment) (the “PLC Act”) and Article 42 of the Articles of Association

provide that the Company shall prepare a report of the Company’s operational results, balance sheet, and

a statement of profit and loss as at the end of the accounting year to be proposed to the shareholders’ meeting for

its consideration and approval.

The Board of Directors deemed it appropriate to propose the Shareholders’ Meeting

to acknowledge the operating results of GPSC for the year 2016 and to approve the audited financial

statements for the year ended December 31, 2016 as audited and certified by the auditor and reviewed by

the Audit Committee. The details are as set out in the 2016 Annual Report (which incorporates the 2016

financial statements) in Attachment No.1, page 175-279 which was distributed to the shareholders together with

the meeting invitation notice and was presented in the meeting through a 6-minute video presentation.

The Chairman then assigned Mr. Toemchai Bunnag, Chief Executive Officer (“the CEO”), to report the

Company’s operating results in addition to the content in the video as follows:

For the year ended December 31, 2016; GPSC derived THB 2,700 million,

increased by THB 794 million or 42% from the fiscal year in 2015, mainly because:

1) Rayong Central Utilities Plants’ new customers and an increase in sales volume

of electricity and steam to existing and new customers compared to 2015’s

2) Higher revenue booked by GPSC’s subsidiaries, notably IRPC Clean Power

Company Limited Phase 1 (IRPC-CP Phase 1), which booked its full-year

revenue for the first time

3) Higher shares of profits booked by associates and joint ventures, notably Nava

Nakorn Electricity Generating Company Limited, which began its commercial

operation in June, 2016

4) Dividends received from Ratchaburi Power Company Limited

In 2016, GPSC derived THB 20,675 million in revenue from sales and financial

leases, THB 1,769- million or an 8% drop from 2015, mainly due to the lower power distribution by

Sriracha Power Plant in line with the power demand from Electricity Generating Authority of Thailand

(EGAT). Still, GPSC received its availability payment from EGAT.

Thanks to efficient revenue and production cost management, GPSC’s profit

growth proved outstanding. With its robust financial structure, the world-class credit rating institution

Standard & Poor’s and domestic credit rating institution Fitch Ratings (Thailand) ranked it as the

Investment-Grade company with Stable Outlook. This underscored its management capability, conveyed

through three key strategies: “Maximize”: Growing value of GPSC-operated assets; “Manage”: Managing

invested companies and projects under construction so that they can operate commercially and achieve

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planned performance and growth; “Move”: Growing other businesses for sustainable growth. From this

year onward, GPSC safeguards its assets through optimization of management and production processes to

supplement value for the corporation, deployment of innovation in pursuit of modern power businesses,

and -above all-satisfaction of all stakeholders as follows.

Society and communities

GPSC values the environment and benefits communities by mounting projects

including one on waste disposal to show stewardship of society and communities while avoiding posing

pollution burdens on communities, and the “Light for Better Life Project”, under which experienced

volunteer employees inspected power-system safety and replaced schools’ light bulbs for their energy

saving. Following the severe flooding of the South earlier this year, to avert hazards, GPSC inspected and

revived power systems in hospitals and infirmaries ravaged and inundated by the floods.

Corporate governance and anti-corruption

GPSC declared itself a member of Thailand’s Private Sector Collective Action

against Corruption (CAC) and is under the certification process. To this end, it has stressed to all its units

observation of good governance and management of their entities with efficiency, transparency, and

auditability, with due regard to all stakeholders.

Customers

To ensure customers’ satisfaction and its own credibility, GPSC values

power-system security.

Shareholders

Managing with efficiency for healthy share prices as in previous years, GPSC

tries its best to ensure all shareholders’ satisfaction.

After that, the Chairman gave an opportunity to shareholders to ask questions and express

their opinions on the relevant matters which could be summarized as follows:

Mr. Boonchuai Tangwattanasirikul, Shareholder asked the following questions

1) What are the reasons for GPSC’s profit rise in 2016 despite the 2016’s revenue is 8% lower than the

2015’s revenue?

2) Referring to GPSC’s loan granted to Xayaburi Power Company Limited, is GPSC the sole lender here

or is equity lending observed by others too? (GPSC holds 25%-shares in Xayaburi Power Company

Limited through Natee Synergy Company Limited.)

3) Referring to GPSC’s investment in Ichinoseki Solar Power 1 GK, why would a Japanese company

need GPSC’s investment?

4) Referring to the Customs Department Thailand’s levy of THB 121 million in tax on GPSC, why did

this happen and what action has GPSC taken?

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The Chairman : Assigned the CEO to answer the questions

Mr. Toemchai : Answered as follows :

1) Explained in two main points: why GPSC’s sales revenue fell and why its profit rose :

1.1) GPSC’s sales revenue dropped in 2016 because of Sriracha Power Plant’s decreasing revenue

in line with EGAT’s lower call for power. Still, it earned EGAT’s availability payment, which

reflected returns on investment, since the power plant was always available.

1.2) The higher profit in 2016 came from two key events:

(1) Recent revenue booking from subsidiaries, namely IRPC-CP Phase 1, operating for

the full year, and Nava Nakorn Electricity Generating Company Limited. Both are

Small Power Producers (SPPs) and GPSC’s mainstays, generating both power and

steam with higher profitability than other power plants.

(2) The ability of Rayong Power Plants under the management of Mr. Smornchai

Khoonrak, Executive Vice President, Operations, to optimize power generation in line

with GPSC’s “Maximize” strategy, consisting of efficiency improvement of its

generation system, including timing for higher or lower power generation and that for

higher steam generation, and with the “Reliability” of the generation system. This

year the plant experienced no unplanned shutdown. This excellent practice by GPSC

contributed to its higher profit.

Mr. Boonchuai : Inquired about 2017’s operation outlook for Sriracha Power Plant

Mr. Toemchai : Assigned Mr. Smornchai Khoonrak, Executive Vice President, Operations,

to elaborate

Mr. Smornchai : In 2017, Sriracha Power Plant’s operation will pretty much follow the pattern of

2016. Power generation will be seasonal, that is, high summer power demand,

causing heavy machinery operation. Since this past February, the plant has been

operating at full block. In the cold season, one can expect operation to slow down

in line with EGAT’s call for power - much the same story as in 2016.

2) Granting of this loan to Xayaburi Power Company Limited followed the obligations and equity

shareholding imposed on GPSC

3) In the wake of the Fukushima Daiichi nuclear incident, Japan has lowered its consumption of nuclear

energy in favor of more renewable energy, thus opening up power plant investment opportunities there.

GPSC has therefore capitalized on this opportunity.

4) Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer (“the CFO”), to answer the question

Mrs. Wanida : This arose from an accounting dispute of 12-13 years ago, for which GPSC has

filed an appeal with Customs Department Thailand.

Mr. Boonchuai : Ask if GPSC has set aside a provision under its financial statements for this

matter.

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Mrs. Wanida : No. Following GPSC’s consultation with its legal adviser, it believes that no tax

payment is forthcoming from this assessment.

Mr. Piyapong Chanparso, Proxy

Impressed with GPSC’s credit rating despite its Stock Exchange of Thailand (SET) listing for under two

years. Asked the CEO whether such rating means that investors can be confident in GPSC’s enough liquidity to

support growth and pay out dividends.


Mr. Toemchai :

Credit goes to the CFO’s team. Despite its small size, GPSC personnel has taken pride in fostering its

financial credibility and contributing to its solid credit rating. To this end, GPSC will continue to stress further

growth in line with its Growth Engines, as seen in the video presentation. Also, appreciated the Board’s support,

scrutiny, and advice given all along.

The Chairman :

Appreciated Mr. Piyapong’s encouragement to the Board. Since GPSC is part of PTT Group, the

confidence in PTT Group played a part in GPSC’s sound credit rating.

Mr. Somchai Charungtanakit, Shareholder asked the following questions about Xayaburi hydroelectric

power plant project :

1) Will the scheduled commercial operation date (SCOD) of the Xayaburi project be achieved in early

2019 or late 2019?

2) What is the percentage of Xayaburi hydropower’s plant factor? What is the average power tariff per

unit to be charged to EGAT? What is the average O&M (operation and maintenance) cost?



1) At present, the Xayaburi project has posted superior progress to our plan. Power generation is in phase,

with generation installation to happen in stages. The first unit will be installed by early 2018, so its

phased start-up may be earlier than planned.

2) Assigned Mr. Kowit Chuengsatiansup, Executive Vice President, Asset Management, to address this

query

Mr.Kowit : Since Xayaburi is basically a run-off dam, operation is seasonal to leverage different

volumes of seasonal water. Nevertheless, the average annual plant factor is about 60%.

As for O&M, Xayaburi Power will be preparing a budget for its next year.

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Mr. Wichai Jiracharoenkijkul, Shareholder asked the following questions

1) Inquired about an investment update in 24M Technologies, Inc., of the US

2) Referring to the government’s Eastern Economic Corridor (EEC) development, does GPSC have an

investment project there?



1) 24M Technologies, Inc., is an innovative technological start-up in which GPSC has put in 3-4 years of

investment. Following development moves and users’ battery tests, good feedback has come in price,

efficiency, and environmental friendliness. GPSC has decided to apply this technology to its business,

for which the Board has approved the management’s move.

2) As for the EEC, PTT Group has planned a development project around Wang Chan District of Rayong

for an industrial park. GPSC is keen to take part in the project, perhaps by using the area for energy

storage development in line with the government’s promotion of emerging technologies for national

development.

There were no further questions from the Meeting. Therefore, the Chairman asked the

meeting to cast their votes.

Resolution: Acknowledged the operating results of GPSC for the year 2016 and approved the

audited financial statements for the year ended December 31, 2016 by a majority

vote of the shareholders attending the Meeting and casting their votes, with the

votes as follows:

Approve 1,316,230,361 votes, or 100.00 %

Disapprove 0 votes, or 0.00 %

Abstain 15,200 votes, or N/A %

Voided Ballot 1,000 votes, or N/A %

Agenda Item 2: To approve the allocation of profit as a legal reserve and the dividend payment

from the operating results of GPSC for the year 2016

The Chairman assigned Mr. Toemchai Bunnag, Chief Executive Officer, to present the

details to the meeting.

Mr. Toemchai informed the meeting that Section 115 of the PLC Act and Article 47 of

GPSC’s Articles of Association, the dividend payment shall be approved by a general meeting of the

shareholders. The Board of Directors may pay interim dividends to the shareholders from time to time when the

Board of Directors finds that the Company has sufficient profits to do so and shall report to the next general

meeting of the shareholders. Furthermore, according to Section 116 of the PLC Act and Article 48 of the

Articles of Association, the Company must appropriate to a reserve fund, from the annual net profits, at least

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five (5) percent of the annual net profits, less the carried-forward accumulated losses (if any) until the reserve

fund reaches an amount of not less than ten (10) percent of the registered capital.

The Company has a policy to make a minimum dividend payment of not less than 30

percent of the net profits, after the deduction of the tax and the legal reserve and the obligations under the loan

agreement, in accordance with the financial statements. Notwithstanding the foregoing, the dividend payment is

subject to the investment plan, investment necessity, and other necessary factors in the future. If the Board of

Directors resolves to approve the payment of the annual dividend, it is required to propose to the annual general

meeting of shareholders for approval.

According to the operating results of the Company and its subsidiaries for the year 2016,

the Company recorded a net profit of THB 2,700 million. The Board considered various factors, such as the

Company’s operating results, cash flow estimation for 2017, and the Company’s dividend payment policy and

found it appropriate to propose that the meeting consider and approve the dividend payment with the following

details:

1) Approved the allocation of profit for the year 2016 of THB 127,000,808 as a legal

reserve

2) Acknowledged the interim dividend payment for the 2016 operating results for the

first six months at the rate of THB 0.45 per share, totaling THB 674,235,360 in

accordance with the resolution of the Board of Directors’ Meeting on August 18,

2016

3) Approved a dividend payment from the operating results of the Company and its

subsidiaries for the year 2016 at the rate of THB 1.15 per share, totaling of THB

1,723,045,920. After the deduction of the interim dividend payment for the 2016

operating results of the first six months, at the rate of THB 0.45 per share, totaling

of THB 674,235,360, paid to the shareholders on September 14, 2016, the

remaining dividend for the 2016 operating results for the last six months to be paid

at the rate of THB 0.70 per share, totaling THB 1,048,810,560 as follows:

- From the unappropriated retained earnings that derived from tax exemption

profit portion according to Board of Investment (BOI) privilege wherein

individual shareholders shall have tax-exemption and not be entitled to a

Dividend Tax credit in the computation of tax under Section 47 bis of the

Revenue Code at the rate of THB 0.52 per share and

- From the unappropriated retained earnings with 30 percent Corporate Income

Tax wherein individual shareholders are entitled to a tax credit for the received

dividend under Section 47 bis of the Revenue Code at the rate of THB 0.18 per

share

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The dividend will be paid to the shareholders who were entitled to receive dividend

payment on February 24, 2017 (Record Date), at the rate of THB 0.70 per share on April 11, 2017.



Mr. Boonchuai Tangwattanasirikul, Shareholder

Inquired about GPSC’s dividend policy, since its current payout rate is 64% of the net profit this year,

down from that of last year (75%)


Mr. Toemchai :

Several factors play a part in GPSC’s dividend consideration, including the cash flows of 2017 and,

more important, preparation for its business growth.



Resolution: Approved the allocation of profit as a legal reserve and the dividend payment from

the operating results of GPSC for the year 2016 as proposed by a majority vote of the

shareholders attending the Meeting and casting their votes, with the votes as follows:

Approve 1,316,036,206 votes, or 100.00 %

Disapprove 48,000 votes, or 0.00 %


Voided Ballot 12,000 votes, or N/A %

Agenda Item 3: To elect GPSC’s new directors in replacement of those who are due to retire by

rotation

Before starting the agenda item, the Chairman asked the directors who retired by rotation,

namely Mr. Norkun Sitthiphong, Mr. Chulasingh Vasantasingh, Mr. Supattanapong Punmeechaow, and Mr.

Atikom Terbsiri to leave the meeting room and return to the meeting room after the consideration of this agenda

item was completed.

The Chairman assigned Mr. Payungsak Chartsutipol, Member of the Nomination and

Remuneration Committee, to present the details to the meeting.

Mr. Payungsak informed the meeting that Section 71 of the PLC Act and Article 17 of the

Company’s Articles of Association, at each annual general meeting, one-third (1/3) of the total number of the

directors at that time, or if the number is not a multiple of three, then the number nearest to one-third (1/3), must

retire from office. A retiring director is eligible for re-election. In the 2017 Shareholders’ Meeting, the

following directors are due to retire by rotation:

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1) Mr. Norkun Sitthiphong Independent Director

2) Mr. Chulasingh Vasantasingh Independent Director

3) Mr. Supattanapong Punmeechaow Director

4) Mr. Atikom Terbsiri Director

The Company made announcement on its website to invite the shareholders to nominate

the qualified candidates as the Company’s director according to related laws during October 1 to December 31,

2016. After the given period had expired, no minor shareholders proposed any person to be nominated as the

director of the Company.

The Nomination and Remuneration Committee has sought qualified candidates

according to the director nomination process, considering their qualifications as required by the relevant

laws and regulations as well as the Company’s Articles of Association. The Committee also brought into

consideration the candidate’s qualifications in terms of knowledge, expertise, and experience that are

suitable for the Company, including the appropriateness in variety of the director’s qualification. It is

deemed appropriate to propose the Board of Directors’ Meeting to consider and propose to the

Shareholders’ Meeting to consider the election of directors as follows:

1) Mr. Supattanapong Punmeechaow Director (reappoint)

2) Mr. Atikom Terbsiri Director (reappoint)

3) Mr. Kurujit Nakornthap Independent Director

(to replace Mr. Norkun Sitthiphong)

4) Ms. Peangpanor Boonklum Director

(to replace Mr. Chulasingh Vasantasingh)

Mr. Kurujit Nakornthap, an independent director candidate, is qualified as an independent

director according to the definition of independent director of the Company as detailed in Attachment 2 of the

invitation notice. Also, the profile of each candidate to be nominated as the Company’s directors appears in

Attachment 3 of the invitation notice which was sent to the shareholders in advance.


their opinions on the relevant matters. There was no shareholders asking questions or expressing opinions in this

agenda. Therefore, the Chairman asked the meeting to cast their votes by voting for each nominated candidates

separately in divided ballots. Additionally, the Company would collect ballots from all shareholders and proxies

who were given the ballots to comply with the AGM Checklist criteria. In addition, the Chairman announced

that for transparency and compliance with the corporate governance practice, the nominated directors who hold

GPSC’s shares have casted the abstention votes for their nominations in this agenda.

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Resolution: Approved the election of GPSC’s directors in replacement of those who are due to retire

by rotation by a majority vote of the shareholders attending the Meeting and casting

their votes, with the votes as follows:

1) Mr. Supattanapong Punmeechaow : Director (re-elected)

Approve 1,314,575,606 votes, or 99.89 %

Disapprove 1,454,000 votes, or 0.11 %


Voided Ballot 0 votes, or N/A %

2) Mr. Atikom Terbsiri : Director (re-elected)

Approve 1,316,023,273 votes, or 99.98 %




3) Mr. Kurujit Nakornthap : Independent Director (replace Mr. Norkun Sitthiphong)

Approve 1,315,022,939 votes, or 99.90 %




4) Ms. Peangpanor Boonklum : Director (replace Mr. Chulasingh Vasantasingh)

Approve 1,314,816,739 votes, or 99.89 %




Agenda Item 4: To approve GPSC’s director remuneration for the year 2017

The Chairman assigned Mr. Payungsak Chartsutipol, Member of the Nomination and

Remuneration Committee, to present the details to the meeting.

Mr. Payungsak informed the meeting that in Section 90 of the PLC Act, it is required that

the remuneration of the directors shall be in accordance with the Company’s Articles of Association and the

resolution of the shareholders’ meeting by the vote of not less than two-thirds (2/3) of the total number of votes

of the shareholders attending the meeting. According to Article 22 of the Company’s Articles of Association,

the directors shall be entitled to receive remuneration from the Company in the form of financial rewards,

meeting allowances, gratuities, bonuses or benefits of any other nature in accordance with a resolution of the

shareholders’ meeting by a vote of not less than two-thirds (2/3) of the number of shareholders attending the

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meeting. The remuneration may be designated in fixed amounts or as a specific guideline, for any specific time

of payment, or for continuous application until any future amendment by a resolution of the shareholders’

meeting. In addition, the directors shall be entitled to receive allowances and fringe benefits in accordance with

the Company’s regulations.

The Nomination and Remuneration Committee has considered the remuneration of the

Board of Directors and the Sub-Committees, by taking into account various relating factors e.g. the company’s

operating results, dividend payout to shareholders, the Board of Director’s performance, responsibilities of the

Board of Directors and the Sub-Committees, and comparison with other listed companies within the same

industry and having similar size. It is therefore deemed appropriate to propose that the shareholders’ meeting

consider the determination of the remuneration of the Board of Directors and the Sub-Committees for the year

2017 with the details as follows:

1) Retainer fee for directors (Same rate as 2016)

- Chairman THB 37,500 / Month

- Directors THB 30,000 / Month

2) Meeting allowance for Sub- Committee members (Same rate as 2016) comprising

the Audit Committee, Nomination and Remuneration Committee, Corporate

Governance Committee, Risk Management Committee and others (if any) (only

the directors who attend the meeting)

- Chairman THB 22,500 / Meeting

- Members THB 18,000 / Meeting

3) Annual bonus

Bonus for the 2016 operating results will be paid to directors who served GPSC in

2016, including those who completed the terms and/or retired during 2016, at total

amount of 0.6 percent of net profit but not exceeding THB 15 million. The bonus

portion is calculated based on the term of each director. Chairman of the Board

shall receive 25 percent higher than other directors.

4) Other remuneration: None



Mr. Boonchuai Tangwattanasirikul, Shareholder asked the following questions

1) In 2015, GPSC incurred Employee Stock Ownership Plan (ESOP) for directors. Does it plan to offer

directors’ ESOP again this year? What is its criterion for doing so?

2) Referring to the annual bonus criterion for directors at 0.6% of the net profit totaling up to THB 15

million, does this criterion apply to PTT Group as a whole or only to GPSC?

(Translation)

15/22


Mr. Toemchai : Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer to answer the questions

Mrs. Wanida :

1) The only ESOP exercise undertaken by GPSC, meant for directors, the management, and employees,

coincided with its Initial public offering (IPO) in May 2015. In 2016, there is no repeat of this exercise.

2) PTT Group’s uniform policy is to set the annual bonus for the Board at a given percentage of the net

profit. Each company, however, sets a different percentage, subject to its own performance outcomes

and nature of business.

Chairman : Each year, in paying out the annual bonuses, GPSC sets a certain ceiling sum for

transparency and prevention of direct revenue-based variation.

Ms. Bootsakorn Ngampasuthadol, Shareholder asked questions and expressing opinions as follows :

1) If the profits of the four special projects whose revenues were booked this year were excluded, would

GPSC still post a higher overall profit than last year?

2) If GPSC sets a criterion for annual bonus payment to the Board as a percentage of the net profit,

it should take only the incremental profit from last year’s projects (while excluding the profits from

booked new projects). That way, precise measurement is made for year-on-year development.

The Chairman : Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer to answer the first question and

assigned the CEO to answer the second question

Mrs. Wanida :

1) Excluding the profits of the four special projects whose revenues were booked in 2016, GPSC would

still post a higher overall profit than that of 2015. In 2015, the EBITDA margin stood at 12%; in 2016,

18%, illustrating substantially improved operating results.

Mr. Toemchai :

2) GPSC’s performance outcomes were superior for existing projects and new ones. The outcomes of

these new projects resulted from the Board’s joint scrutiny before granting their approval to proceed.

Chairman : Measurement of success is not only limited to profit, but also to other factors, including

potential growth. Development of new projects requires efficiency management. Your

comments will be taken up for further consideration.


meeting to cast their votes. In addition, the Chairman announced that for transparency and compliance with the

corporate governance practice, and the directors of the Company who hold GPSC’s shares have casted the

abstention votes in this agenda item.

(Translation)

16/22

Resolution: Approved GPSC’s director remuneration for the year 2017 as proposed by the vote

of not less than two-thirds (2/3) of the total number of votes of the shareholders

attending the Meeting, with the votes as follows:

Approve 1,314,011,872 votes, or 99.82 %


Abstain 738,701 votes, or 0.06 %

Voided Ballot 0 votes, or 0.00 %

Agenda Item 5: To approve the appointment of GPSC’s auditor and the determination of the audit

fee for the year 2017

The Chairman assigned Mr. Norkun Sitthiphong, Chairman of the Audit Committee,

to present the details to the meeting.

Mr. Norkun informed the meeting that Section 120 of the PLC Act provides that the

annual general meeting of shareholders shall appoint an auditor and determine the audit fee of the company

every year, and, in appointing the auditor, the former auditor may be re-appointed.

The Board of Directors, with recommendation from the Audit Committee, considered the

auditor for the year 2017 by taking into account their independence, qualifications, skills, experience in the

energy industry and auditing for the preceding year as well as the suitable remuneration commensurate to the

auditor’s duties and responsibilities and deemed it appropriate to propose that the shareholders’ meeting

consider an appointment of the auditors from KPMG Phoomchai Audit Limited (“KPMG”) to be the auditor of

the Company for the year 2017 and determine the audit fee for the year 2017 at THB 1,102,000 since KPMG’s

performance is acceptable and has it has an excellent understandings of GPSC group’s businesses, provided that

this will ensure that the auditing of 2017 is carried out with rapidity, flexibility, and efficiently. The details are

as follows:

1) Auditors:

It is deemed appropriate to appoint the auditors from KPMG to be the auditor of

the Company for the year 2017. The four certified public accountants responsible for the certification of the

Company’s account are:

(1) Mr. Waiyawat Korsamarnchaiyakij, CPA No. 6333 or

(2) Mr. Vairoj Jindamaneepitak, CPA No. 3565 or

(3) Mr. Charoen Phosamritlert, CPA No. 4068 or

(4) Mr. Natthaphong Tantichattanon, CPA No. 8829

In this regard, such auditors of KPMG have no relationships or interests with the

Company, its subsidiaries, executives, major shareholders, or any person related

to such parties, therefore, the auditors show independence in auditing and

(Translation)

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rendering opinions on the Financial Statements. The auditors were the auditors for

the year 2016 of the Company, its subsidiaries, and joint venture businesses,

totaling four entities.

2) Audit fee:

It is deemed appropriate to propose to the annual general meeting to approve the

audit fee for the year 2017 at THB 1,102,000 as the following details:

Audit Fee

Amount (THB) Increase (Decrease)

2017

(Proposal)

2016

THB Percent

Quarterly 390,000 390,000 - -

Annual 712,000 712,000 - -

Other expenses such as,

documentation fees, printing

materials, postal fees,

communication fees, etc.

Per actual

But not exceeding 10%

of the audit fee

- -


their opinions on the relevant matters. There was no shareholders asking questions or expressing opinions in this

agenda. Therefore, the Chairman asked the meeting to cast their votes.

Resolution: Approved the appointment of GPSC’s auditor and the determination of the audit fee

for the year 2017 as proposed by a majority vote of the shareholders attending the

Meeting and casting their votes, with the votes as follows:

Approve 1,316,297,739 votes, or 100.00 %




Agenda Item 6: To consider and approve debentures issuance plan

The Chairman assigned Mr. Toemchai Bunnag, Chief Executive Officer, to present the

details to the meeting.

Mr. Toemchai informed the meeting that Section 145 and Article 37 of the Company’s

Articles of Association, the issuance and offering of debentures of the company must be approved by the

shareholders’ meeting with more than three-fourths (3/4) of shareholders present at the Meeting and have the

rights to vote.

The Board of Directors deemed it appropriate to propose the Shareholders’ Meeting to

consider and approve debentures issuance plan with an outstanding amount at any time not exceeding THB

10,000 million or its equivalence in other currencies, within five years (2017-2021), and to grant power of

(Translation)

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attorney to the Board of Directors to approve all the debentures issuance, as well as signing related contracts

and/or other required document.




What is GPSC’s investment plan for the THB 10,000 million? Based on this year’s

financial statements, GPSC commanded THB 15,000 million in cash flow. Together with this loan, it would

grow to THB 25,000 million. Please outline the investment projects and their capital.


Mr. Toemchai : Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer, to elaborate the spending of the

IPO recapitalization capital

Mrs. Wanida :

When GPSC was listed on SET in May 2015, it acquired THB 10,035 million in IPO

capital. Deducting IPO expenses of THB 197 million, it was left with a net THB 9,838 million.

As of the end of 2016, GPSC had spent THB 6,724 million under its investment obligation

plans, which worked out to equity power-generation capacity of 607 megawatts in which 65 megawatts has

been commercialized. As for details of the THB-6,724-million investment, most were in gas-fired power plants

(THB 1,393 million) and in hydropower plants (THB 4,789 million). GPSC will still command THB 3,114

million remaining from its IPO recapitalization, of which it is obliged to invest about THB 3,000 million in

2017-2019. In short, it has planned to use virtually all the capital derived.

Mr. Toemchai :

Under its investment plan, GPSC plans to spend an additional THB 15,800 million.

Therefore it is requesting shareholders’ approval of the plan to issue debentures of up to THB 10,000 million.

for good measure. In any case, GPSC needs the Board’s approval of the issuance plan for each tranche of

debentures.

Then assigned Mrs. Wanida to elaborate.

Mrs. Wanida :

Under the THB-10,000-million debenture issuance plan, apart from spending the fund on

future investment, GPSC could refinance its current loans, which is one way of lowering interest payment.

In any case, the invested projects must align with the Growth Engines, which are 1) Growing with PTT Group

2) Growing domestic investment, and 3) Growing related investment to extend its power business.



(Translation)

19/22

Resolution: Approved debentures issuance plan as proposed by the vote of not less than three-

fourths (3/4) of the total number of votes of the shareholders attending the meeting

and having the rights to vote as follows :

Approve 1,316,266,708 votes, or 100.00 %


Abstain 49,434 votes, or 0.00 %

Voided Ballot 0 votes, or 0.00 %

Agenda Item 7: Other matters

The Chairman informed the meeting that the Company had announced on its website the

invitation to the shareholders to propose the agenda items of the meeting in advance since October 1, 2016 to

December 31, 2016. Upon expiration of such period, there were no shareholders proposing any matter or

agenda to the Company.

The Chairman then announced the criteria for the proposal of agenda items other than

those specified in the invitation notice. According to the second paragraph of Section 105 of the PLC Act, the

shareholders holding the aggregate number of shares of not less than one-third of the total number of shares sold

may request the consideration at the meeting of other business in addition to that specified in the notice

summoning the meeting.

The main condition for a motion to be included among agenda items is that it is supported

by a combined one-third or more of the total paid-up registered capital, or no less than 499,433,600 shares of the

total 1,498,300,800 shares. After that, the Chairman gave opportunities to shareholders to ask questions and

express their opinions which could be summarized as follows:

Ms.Montinee Sutheelaksnaphorn, Shareholder

Informed the meeting that she was mistreated at last year’s Shareholders’ Meeting and

asked the Company to improve

The Chairman & Mr. Toemchai : Apologized for this and would apply this view to further improvement


Inquired about the Xayaburi hydropower plant, whose capacity is 1,285 megawatts, which

was somehow recorded as 321 megawatts. Is this number a phased capacity? If so, in which year will the

plant’s capacity be achieved?


(Translation)

20/22

Mr. Toemchai :

Xayaburi hydropower plant’s total capacity is 1,285 megawatts. GPSC’s 25% equity

means its equity capacity is 321 megawatts.

Ms. Kulachaya Muangboon, Proxy

Complimented the Light for Better Life Project, under which GPSC inspected schools’

power systems and replaced their light bulbs for energy conservation. Will this project be continued?


Mr. Toemchai :

Formally named “Connext ED”, this project is one in which PTT Group joined the public

sector, supported by major corporations in Thailand in conjunction with schools and their personnel nationwide.

Besides co-sponsorship, GPSC sent volunteer employees, led by Mr. Yongyut Kleebbua, former Vice President,

Plant Operations, to inspect power systems and replace light bulbs by energy-saving types. GPSC was assigned

by PTT Public Company Limited’s President&CEO to implement this in some 100 PTT Group projects.

Mr. Wichai Jiracharoenkijkul, Shareholder asked the following questions

1) Inquired about GPSC’s investment structure in 24M Technologies, Inc., of the US. Did GPSC pay

license fees to that company? And does GPSC plan to invest in EV charger stations and electric

vehicles?

2) Inquired about the soccer team in which GPSC holds shares


Mr. Toemchai :

1) About 24M Technologies, Inc.:

1.1) Investment structure

GPSC is investigating a suitable investment structure and will proceed prudently to ensure

successful investment. Confident that energy storage will become essential, GPSC has

therefore chosen 24M Technologies’s knowhow.

1.2) License fees

Today, GPSC has obtained the sole application rights for 24M Technologies knowhow in

Southeast Asia, for which there were license fees

1.3) Investment in related businesses, including EV charger stations or electric vehicles

PTT Public Company Limited is investigating this issue, since it is PTT’s direct concern

The Chairman : In principle, batteries find applications in energy storage, electric vehicles (EV),

and home batteries. GPSC focuses on energy storage to provide alternative

energy with stability and longevity. It will not focus on manufacturing, but will

(Translation)

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conduct joint R&D with 24M Technologies to manufacture batteries for tropical

applications. GPSC will periodically report updates.

2) Assigned Mr. Kowit Chuengsatiansup, Executive Vice President, Asset Management, to address the

second part of this query

Mr.Kowit : The name of the administrator of PTT Group’s soccer team is Sport Services

Alliance Company Limited (SSA), in which Business Services Alliance

Company Limited (BSA) holds equity. PTT Utility Company Limited had held

50,000 preferred shares (in BSA) before the amalgamation.

Mr. Wiriya Supajariyawichai, Shareholder

Will GPSC consider alternative-energy power plants in view of the government’s

proposed launch of bidding for hydrid alternative-energy power plants?


Mr. Toemchai :

GPSC is looking into this matter.

Ms. Bootsakorn Ngampasuthadol, Shareholder asked the following questions

1) Today, GPSC sells a substantially proportion of power to PTT Group companies. For the next 3-5

years, how will this proportion change?

2) As explained by the CEO, GPSC will stress the fostering of growth. How much annualized growth are

we talking about?


Mr. Toemchai :

1) GPSC being PTT Group’s power flagship, the future proportion of PTT Group customers will vary

with the group’s growth. Without additional investment, GPSC will look for customers elsewhere.

In any case, market mechanisms will govern buying and selling.

2) GPSC’s growth will be dictated by its Growth Engines. That is, first, grow together with PTT Group,

which should proceed readily and negotiation is ongoing. Second, grow domestic investment, subject

to suitability of timing and proposals. And third, grow related businesses and extend the power

business, namely energy storage, for which the Board has granted its approval.

(Translation)

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There were no shareholders who asked additional questions or expressed opinions. The Chairman

thanked all shareholders present at the meeting and declared the meeting adjourned, respectively.

Finally, the Chairman announced that at the end of the meeting, the number of shareholders consisted

of 423 shareholders attending the meeting in person and 629 shareholders attending the meeting by proxy,

totaling 1,052 shareholders, holding the total shares in the number of 1,316,354,142 shares, representing 87.86

percent of the total number of issued shares.

After the meeting was declared adjourned, the Company collected remaining ballot papers from the

shareholders for checking purposes and for transparency in voting.

Meeting adjourned at 3.55 p.m.

Minutes recorded by: Ms.Nattamon Rattananakin

Minutes checked by: Mr.Viravong Chongkasenwong

Signed —Signature—

(Mr. Toemchai Bunnag)

Chief Executive Officer

minutes of the 2017 annual general meeting of shareholders...

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