minutes of the 2021 annual general meeting of shareholders

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Minutes of the 2021 Annual General Meeting of Shareholders

Time & Place: Held at 14.00 hours, on Tuesday, March 30, 2021, at the Meeting Room of the

Practical Solution Public Company Limited, No.99 Soi Cement Thai, Ratchadapisek Road, Lad Yao

Sub-district, Chatuchak District, Bangkok.

The 2021 Annual General Meeting of Shareholders of the Practical Solution Public Company Limited

(the “Company”) had been conducted through electronic means (e-AGM) or via DAP e-Shareholder

meeting system only which provided by the Digital Access Platform Company Limited (DAP), the

Stock Exchange of Thailand’s affiliates. The system is in compliance with the standard for convening

a meeting via electronic means of Electronic Transaction Development Agency or ETDA.

Quorum: There were 31 shareholders presented at the Meeting in person holding 205 ,447,403

shares, and the proxy-holder representing 1 shareholder holding 436,700 shares, altogether 32

shareholders from the Company’s total 1,252 shareholders, and holding shares altogether 205,884,103

shares from the total number of the Company’s 280,000,000 issued shares or 73.53% , thereby

constituting a valid quorum pursuant to Article 39 of the Company’s Articles of Association.

Preliminary Proceedings: Miss Achiraya Rabiebnaweenurak, the Moderator of the Meeting,

welcomed the shareholders attending the Meeting, and she introduced the members of the Company’s

board of directors, the members of the executive committee, the auditors, and the legal counsel who

attended the meeting, as follows:

Directors attending the meeting:

1. Mr. Anocha Wongrungroj Chairman of the Board of Directors/ Independent

Director/Member of the Audit Committee/ Chairman of

the Nomination and Remuneration Committee

2. Mr. Bunsom Kitkasetsathaporn Director/Member of the Nomination and Remuneration

Committee/Chairman of the Executive Committee/Chief

Executive Officer

3. Mr. Matee Witawasiri Director/Member of the Executive Committee/ Member

of the Risk Management Committee/ Executive Vice

President-Operations

4. Ms. Aumaporn Sengsui Director/Member of the Executive Committee/ Member

of the Risk Management Committee/ Senior Vice

President-Sales

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5. Ms. Janchay Wetpanya Director/Member of the Executive Committee/ Senior

Vice President-Accounting & Finance

6. Mr. Wuttichai Chartisaranuwat Director/Independent Director/Chairman of the Audit

Committee/Member of the Nomination and

Remuneration Committee

7. Mrs. Ratchanee Pattanalertphan Director/Independent Director/ Member of the Audit

Committee/Chairman of the Risk Management

Committee

8. Mr. Than Siripokee Director/ Independent Director

9. Mr. Preecha Ua-anantathanakul Director/ Independent Director

(The total number of attendees were 100%)

Auditors: 1. Mr. Peradate Pongsathiansak

Dharmniti Auditing Company Limited 2. Mr. Vorakorn Sangpo

Legal Counsel: Mrs. Nipa Pakdeechanuan

Dej-Udom & Associates Ltd.

The Moderator informed the meeting of the general information on the number of shares and

registered capital of the Company, as follows:

Registered Capital 140,000,000 Baht

Paid-up Capital 140,000,000 Baht

Issued Shares 280,000,000 Shares

Par Value of One Share 0.50 Baht

On March 11, 2021, which was the Company’s set Record Date for determination of names of

shareholders who were entitled to attend the 2 0 2 1 Annual General Meeting of Shareholders, it

appeared that the Company had 1,252 shareholders in total, dividing into 1,251 Thai Shareholders,

holding 279,945,200 shares altogether or 99.98% of the Company’s total issued shares and 1 foreign

shareholder, holding 54,800 shares or 0.02% of the Company’s total issued shares.

The Moderator, then, explained how to Log-in the system and informed the Meeting that the

Company had provided the shareholders an opportunity for proposing any agenda items in advance,

according to the Company’s criteria from January 12, 2021 to February 25, 2021, as publicized on the

website of the Stock Exchange of Thailand and the website of the Company. However, no

shareholders had proposed any additional agenda items for the Meeting.

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To conduct the Meeting in accordance with the good governance policies, the Moderator informed the

shareholders of the criteria for the voting method for each agenda item, vote counting, submission of

questions, and facilitation for the shareholders to grant a proxy to the Company’s independent

directors, as follows:

Voting method for each agenda item

1. Upon voting for each agenda item, the Chairman of the Meeting will propose the Meeting to

consider and cast the vote in each agenda item. E-Service Platform will be opened for any

attendees to vote for “Approval”, “Disapproval”, or “Abstain Vote”. The attendees then shall

return to the e-Service Platform screen logging in previously and vote within the prescribed

time, which had been set for 3 minutes by the Meeting.

2. In case any attendee is unable to vote within the prescribed time, he/she shall be deemed to

have approved the agenda item as proposed by the Meeting. However, if there is still time

remaining for any of the agenda items, the attendee is able to log into the system to change

the vote within the time specified in the system.

3. In case any shareholder assigns a proxy to attend the Meeting, such proxy-holder is entitled to

consider and cast a vote in lieu of the shareholder in all respects as deemed appropriate. The

voting method shall be made in the same manner as the shareholder attending the Meeting in

person.

4. In case any shareholder specifies the proxy-holder to vote for each agenda item as indicated

in the issued proxy, the vote as specified in the issued proxy by such shareholder shall be

counted.

Vote counting

1. One share shall be counted as one vote, and a majority vote shall be taken as the basis for

voting unless otherwise specified by law. In case of a tie vote, the Chairman of the Meeting

shall be entitled to a casting vote as an additional vote separating from being a shareholder.

2. For vote counting for each agenda item, the votes of shareholders to be counted will be a vote

for “Disapproval” and “Abstain Vote” and deduct from a total number of votes of the

shareholders attending the Meeting, and the remaining votes will be deemed to be votes for

approval. However, this had already included votes specified by any shareholder (grantor) as

indicated in a related proxy which had been recorded in advance by the time of registration to

the Meeting.

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3. The result of the vote will indicate only “Approval”, “Disapproval”, and “Abstain Vote”, and

will be counted based on the number of shares of the latest attendees for each agenda item.

4. Void Ballot refers to a situation where shareholders or proxy holders do not clearly declare

the intention on the electronic voting ballot, e.g., voting more than once on the electronic

voting ballot, or splitting the votes (except for Custodian).

Submission of Questions:

1. In case where the attendees wish to raise questions during the Meeting, the attendees shall

return to the e-Service Platform screen logging in previously and click “raise hand icon” to

queue up for raising questions. The attendee is able to type questions in a preliminary stage.

2. For any shareholder wishing to raise questions, please provide full name as appeared in the

share register book registered in the system for accuracy and clarity purposes.

3. When questioning will be allowed, the Company will call the shareholder by name. Such

shareholder shall open the mic or both mic and camera in order to ask a question

himself/herself again.

4. In case where there are a large number of shareholders raising questions in each agenda item,

the Company will consider answering questions according to the queue order and/or limit the

number of questions in order to manage the Meeting to be completed within the specified

time.

5. In case where the shareholders have additional questions or opinions aside from the agenda

item as being considered, such questions or opinions shall be asked or expressed in other

agenda items by the end of the Meeting. The Chairman of the Meeting will notify once again,

the shareholders, thus, are kindly requested to cooperate so that the Meeting can be conducted

smoothly and comply with the agenda items.

Facilitation for shareholders to grant a proxy to the Company’s independent directors

• The Company will make video and audio recording of the proceedings of the shareholders

Meeting in order to facilitate the shareholders who grant a proxy to the Company’s

independent directors. After the Meeting, the Company will publish the video and audio as

recorded on the Company’s website.

• The attendees who participate in the General Meeting of Shareholders via electronic means

are able to learn how to join the Meeting via electronic means, broadcasting, voting, and

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submission of questions in the Meeting in “Instruction for Using Electronic Meeting System

(e-AGM)”. (Enclosure 9)

Where the method of attending the General Meeting of Shareholders via electronic means as

mentioned above was acknowledged, the Moderator then requested the Chairman of the Meeting, to

open the 2021 Annual General Meeting of Shareholders.

Mr. Anocha Wongrungroj, the Chairman of the Board of Directors, represented as the Chairman of

the Meeting (the “Chairman”), welcomed the shareholders attending the Meeting, and declared that

according to the COVID-1 9 pandemic, the Company was concerned about the safety of its

Shareholders and therefore resolved to convene the General Meeting of Shareholders via electronic

means only. Overall, despite the crisis of the COVID-19 epidemic, the Company’s performance in

2020 is considered satisfactory due to the dedication and hard work of all executives and personnel.

The Chairman, then, proposed to the Meeting to consider all agenda items as set out in the Notice sent

by the Company to all shareholders, as follows:

Agenda No. 1 To confirm the Minutes of the 2020 Annual General Meeting of

Shareholders

The Moderator proposed that the meeting consider the minutes of the 2020 Annual General Meeting

of Shareholders held on July 22, 2020, where the meeting resolved therein to approve all agenda

items specified by law. The minutes of the said meeting shall be submitted to the following

shareholders meeting for confirmation. The Board is of the opinion that the said minutes be proposed

to the 2021 Annual General Meeting of Shareholders for confirmation, details of which appear in

Enclosure 1.

The Moderator, therefore, asked the staff to open question proposal function in the e-AGM system

and provided opportunities to the shareholders for submitting any questions.

Ms. Janchay Wetpanya, declared that no shareholders raised inquiries with regard to this Agenda

item.

The Moderator then proposed the Meeting to consider and approve the matter in accordance with this

Agenda No. 1 and informed the Meeting that the majority votes of the shareholders who attended and

voted at the Meeting will be required.

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Upon a motion duly made and seconded, the Meeting unanimously resolved as follows:

RESOLUTION: Voting Results of Agenda No. 1 - To confirm and approve the minutes of the

2020 Annual General Meeting of Shareholders held on July 22, 2020, are as

follows:

Approved 205,634,103 votes equivalent to 100 %

Disapproved - votes equivalent to - %

Abstained - votes equivalent to - %

Void ballot - votes equivalent to - %

Conclusion: The Meeting has resolved to confirm the minutes of the 2020

Annual General Meeting of Shareholders held on July 22, 2020, by a unanimous

vote of 100% of the total number of votes of the shareholders who attended the

Meeting and voted for this matter.

(31 shareholders and proxies, holding 205,634,103 shares altogether, attended the

Meeting for consideration of this matter.)

Agenda No. 2 To acknowledge the report on the Company's operations as of December 31,

2020

The Moderator reported to the Meeting that according to Section 113 of the Public Limited

Companies Act B.E. 2535, it states that the Board of Directors shall deliver the Annual Report to the

shareholders along with the notice calling for an Annual General Meeting of Shareholders. The

Company prepared a correct and complete report on the Company’s Operations and the Annual

Report for 2020 in compliance with the Public Limited Companies Act B.E. 2535 and the criteria of

the Office of the Securities and Exchange Commission. The Board, thus, is of the opinion that the

report on the Company’s operations as of December 31, 2020, is accurate and shall be submitted to

the Annual General Meeting of Shareholders for acknowledgment.

Mr. Bunsom Kitkasetsathaporn, the Chairman of the Executive Committee, then, summarized the

report on the Company’s operating results as of December 31, 2020 to the meeting, as follows:

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1) In 2020, the Company had total revenue amounting to 737.95 Million Baht which increased by

14.90% from 2019.

2) The Revenue Structure based on the business categories in 2020 is as follows: (a) Revenue from

sales and installation of information technology systems was 544.07 Million Baht or equal to

74%, (b) Revenue from maintenance system and maintenance services was 171.79 Million Baht

or equal to 23%, and (c) Revenue from other information technology services was 17.53 Million

Baht or equal to 3%.

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3) In 2020, the Company had a gross profit of 215.95 Million Baht with a growth of 8 .9 6 %. The

profit from operating activities derived 69.75 Million Baht which grew by 12.30% and the net

profit was 53.87 Million Baht which was up by 10.12%.

4) The Company’s Profit Margin in 2020: The Company’s gross profit was derived at the rate of

29.45%, the profit from operating activities was at the rate of 9.45%, and the net profit was at the

rate of 7.30%.

The Company’s gross profit margin decreased because of the provision of allowance of doubtful

account from the Thai Airway Public Company Limited, the Company’s customer and debtor,

which has an outstanding debt of approximately 6.75 Million Baht. This debtor has entered into

the rehabilitation process and is under court proceedings.

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5) In 2020, the Company had Return of Assets at the rate of 8.64% and the Return of Equity at

the rate of 14.19%.

6) Financial Status in 2020: The Company had total assets of 615.62 Million Baht, total

liabilities of 235.93 Million Baht, and shareholders’ equity of 379.7 Million Baht.

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7) In 2020, the Company had total liabilities of 235.93 Million Baht which reduced from 2019 due to

the repayment of the long-term loan to financial institutions.

8) The Company carried certain Backlogs which have not yet been delivered as of December 31, 2020,

amounting to 307 Million Baht in total, classified by the business group as follows: (a) Consultancy,

Design, Installation & Sale of Information Technology System Business amounting to 182 Million

Baht, (b) Maintenance System and Maintenance Service Business amounting to 121 Million Baht,

and (c) Other Information Technology Services Business amounting to 4 Million Baht.

9) The Company carried certain Backlogs which have not yet been delivered, classified by type of

customers; namely, Government agencies at the rate of 30% and private agencies at the rate of

70%.

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Ms. Janchay Wetpanya, declared that no shareholders raised inquiries with regard to this Agenda.

The Moderator further declared that this Agenda item was mentioned for the shareholders’

acknowledgment, therefore, no voting is required. Thus, the Meeting acknowledged the report on the

Company's operation results as of December 31, 2020.

Agenda No. 3 To consider the Company’s Financial Statements for the fiscal period ended

December 31, 2020

The Moderator informed the Meeting that the Board of Directors completed the financial statements

as of December 31, 2020, according to the Generally Accepted Accounting Principles. The said

financial statements have been examined by the Company’s auditor, Mr. Peeradate Phongsathainsak,

C.P.A. License No. 4752, of Dharmniti Auditing Co., Ltd., details of which appear in (Enclosure 2).

The Board and the Audit Committee have approved the financial statements, which were audited by

the Company’s auditor, and the Board is of the opinion that the Annual General Meeting of

Shareholders should approve the financial statements for the fiscal period ended on December 31,

2020, to comply with the Company’s Articles of Association and the Public Limited Companies Act

B.E. 2535.

Thereafter, Mr. Bunsom Kitkasetsathaporn, the Chairman of the Executive Committee, clarified the

financial statements ended on December 31, 2020 to the Meeting, which was summarized as follows:

Statement of Financial

Positions Consolidated Financial Statements Separate Financial Statements

2020 2019 Increase

(Decrease) % 2020 2019

Increase

(Decrease) %

Current Assets 348.41 407.91 (59.50) (15%) 342.45 407.91 (65.46) (16%)

Non-Current Assets 267.21 223.70 43.51 19% 270.51 223.70 46.81 21%

Total Assets 615.62 631.61 (15.99) (3%) 612.96 631.61 (18.65) (3%)

Current Liabilities 164.48 165.49 (1.01) (1%) 164.43 165.49 (1.06) (1%)

Non-Current Liabilities 71.44 86.28 (14.84) (17%) 71.44 86.28 (14.84) (17%)

Total Liabilities 235.93 251.77 (15.84) (6%) 235.87 251.77 (15.90) (6%)

Shareholders’ Equity, Parent

Company 377.04 379.84 (2.80) (1%) 377.09 379.84 (2.75) (1%)

Non-controlling Interests 2.66 0.00 2.66 100% 0.00 0.00 0.00 0%

Total Shareholders’ Equity 379.70 379.84 (0.14) (0%) 377.09 379.84 (2.75) (1%)

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Based on the 2020 Statement of Financial Positions, the Company had total assets of 615.62 Million

Baht which reduced by 3% from 2019, total liabilities of 235.93 Million Baht which reduced by 6%

from 2019, and shareholders’ equity of 379.70 Million Baht which slightly reduced from 2019.

Statement of

Comprehensive

Income

Consolidated Financial Statements Separate Financial Statements

2020 2019 Increase

(Decrease) % 2020 2019

Increase

(Decrease) %

Revenue 737.95 642.26 95.69 15% 737.95 642.26 95.69 15%

Expenses 668.19 580.15 88.04 15% 668.10 580.15 87.95 15%

Profits from

Operating Activities 69.75 62.11 7.64 12% 69.85 62.11 7.74 12%

Financial Cost 1.01 0.48 0.53 110% 1.01 0.48 0.53 110%

Income Tax

Expense 14.87 12.71 2.16 17% 14.87 12.71 2.16 17%

Profit for the Year 53.87 48.92 4.95 10% 53.97 48.92 5.05 10%

Total

comprehensive

income for the year

53.87 46.99 6.88 15% 53.97 46.99 6.98 15%

Based on the 2020 Statement of Comprehensive Income, the Company had total revenue of 737.95

Million Baht which increased by 15%, the expenses increased by 15% and the net profit for the year

increased by 10%, details of which appeared in the Annual Report for 2020.






voted at the meeting will be required.

Upon a motion duly made and seconded, the meeting unanimously resolved as follows:

Total Liabilities and

Shareholders’ Equity 615.62 631.61 (15.99) (3%) 612.96 631.61 (18.65) (3%)

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RESOLUTION: Voting Results of Agenda No. 3 - To consider the Company’s Financial

Statements for the fiscal period ended on December 31, 2020, are as follows:





Conclusion: The meeting has resolved to approve the Company’s Financial

Statements for the fiscal period ended on December 31, 2020, by a unanimous

vote of 100% of the total number of votes of the shareholders who attended the

meeting and voted for this matter.

(32 shareholders and proxies holding 205,884,103 shares altogether, attended the

meeting for consideration of this matter.)

Agenda No. 4 To consider and approve the allocation of net profit as a statutory reserved

fund and the declaration of dividend payment for the Company's operations

as of December 31, 2020

The Moderator informed the Meeting that Article 50 of the Company’s Articles of Association states

that no dividend shall be paid otherwise than out of profits. In case where the Company has

accumulated losses, no dividends shall be paid. A dividend shall be paid according to the number of

shares, each share being paid equally. In addition, Article 52 of the Company’s Articles of

Association states that the Company shall appropriate to a reserve fund, from the annual net profit at

least five (5) percent of the annual net profit less the total accumulated loss brought forward (if any)

until the reserve fund reaches an amount of at least ten (10) percent of the Company’s registered

capital.

The Company has the policy to pay dividends at the rate of at least 40 percent of the net profit,

according to the specific Financial Statements of the Company, less the statutory reserve fund and

other reserve funds. However, the payment of dividends may vary from such policy depending on

business operations, cash flow status, financial liquidity, financial status, investment plans,

conditions, and terms as stipulated in any contracts in which the Company has been engaged,

including other necessity and suitability in the future.

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The Board's Opinion: According to the operational results ending December 31, 2020, the Company

generated the net profit in the amount of Baht 53,965,723.04 and had no accumulated loss according

to the specific Financial Statements. In addition, the Company has already allocated the statutory

reserve fund in 2020 amounting to Baht 1,553,950.46, which meets Baht 14,000,000 (Fourteen

Million Baht) in total and represents 10% of the Company’s registered capital.

The Board therefore proposed that the Annual General Meeting of Shareholders consider the

declaration of dividend payment for the year 2020 as follows:

1. Dividends payment by the Company’s new ordinary shares amounting to 56,000,000 shares, at

a nominal (par) value Baht 0.50 per share to the Company’s shareholders in the ratio of 5

current shares per 1 stock dividend, which means a dividend payment of Baht 0.10 per share,

totaling Baht 28,000,000. In case any shareholder holds merely a fraction of the current

shares after such allocation, the dividend shall be paid in cash in the amount of Baht 0.10

per share in lieu of such stock dividend.

2. Dividends payment by cash at the rate of Baht 0.04 per share, in a total of Baht 11,200,000.

Dividends to be paid by cash and stock altogether are Baht 0.14 per share, totaling Baht

39,200,000 which is calculated as 72.64 percent of the Company’s net profit for the year 2020 and is

in compliance with the Company’s dividends payment policy. In addition, all dividends will be

subject to withholding tax at the rate prescribed by law. The Company shall make dividends payment

to the shareholders by April 26, 2021, as per the names appearing in the list of shareholders as of the

record date fixed for the shareholders who are eligible to receive the dividends on April 7, 2021.

However, the right to receive dividends is still uncertain as it has to be approved by the shareholders’

meeting.

Comparison of dividend payment paid for the year 2020 and 2021

Detail of dividends payment Year 2020 Year 2021

(Proposal)

1. Net profit (Baht) 46,992,764.36 53,965,723.04

2. Number of shares (Share) 280,000,000 280,000,000

3. Dividend paid / share (Baht/share) 0.20 0.14

4. Total dividends paid (Baht) 56,000,000 39,200,000

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5. Dividend payout ratio to net profit (Percent) 119.30 72.64







Upon a motion duly made and seconded, the meeting resolved as follows:

RESOLVED: Voting Results of Agenda No. 4 - To consider and approve the allocation of net

profit as a statutory reserved fund and the declaration of dividend payment for

the Company's operations as of December 31, 2020, are as follows:





Conclusion: The Meeting has resolved to approve this agenda by a unanimous

vote of 100% of the total number of votes of the shareholders that attended and

voted at the meeting, approving the allocation of the net profit as a statutory

reserved fund and the declaration of dividend payment for the Company's

operations as of December 31, 2020, as per the proposed details in all respects.

(32 shareholders and proxies holding 205,884,103 shares altogether, attended at

the meeting for consideration of this matter)

Agenda No. 5 To consider and approve the increase of the Company’s registered capital to

be reserved for stock dividend payment

The Moderator informed the Meeting that in case that the Annual General Meeting of Shareholders

approves the declaration of dividend payment by stock dividend at Agenda No. 4, the Company shall

increase its registered capital and allocate capital increase to be reserved for such stock dividend

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payment. The Board is of the opinion that the shareholders at the Annual General Meeting of

Shareholders should approve the increase of registered capital from the current registered capital of

Baht 140,000,000 to the newly registered capital of Baht 168,000,000 by issuing 56,000,000 new

ordinary shares at the nominal (par) value of Baht 0.50 each and allocating such new ordinary shares

to be reserved for stock dividend payment as per Agenda No. 4.





Agenda No. 5 and informed the Meeting that a vote of not less than three-fourths (3/4) of the total

votes of the shareholders who attended and have the right to vote at the meeting will be required.


RESOLVED: Voting Results of Agenda No. 5 – To consider and approve the increase of

registered capital from the current registered capital of Baht 140,000,000 to the

newly registered capital of Baht 168,000,000 by issuing 56,000,000 new ordinary

shares at the nominal (par) value of Baht 0.50 each and allocating such new

ordinary shares to be reserved for stock dividend payment, are as follows:





Conclusion: The meeting has resolved to approve the increase of the

Company’s registered capital to be reserved for stock dividend payment as per

the proposed details in all respects, by a unanimous vote of 100%, which exceeds

three-fourths (3/4) of the total number of votes of the shareholders who attended

the meeting and voted for this mater.


meeting for consideration of this matter)

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Agenda No. 6 To consider and approve the amendment of Clause 4 of the Company’s

Memorandum of Association to be in line with the increase of the registered

capital

The Moderator informed the Meeting that in case that the Annual General Meeting of Shareholders

approves the increase of capital at Agenda No. 5, the Company shall amend Clause 4 of the

Company’s Memorandum of Association to be in line with the Company’s increased registered

capital and register the amendment of the Memorandum of Association at the Department of Business

Development, Ministry of Commerce, by the person with powers to correct and amend any wording

or statement to comply with the orders of the Registrar as authorized by the Board of Directors, the

details of which are as follows:

“Clause 4. Registered capital 168,000,000 Baht (One hundred Sixty-Eight Million Baht)

Divided into 336,000,000 Shares (Three Hundred Thirty-Six Million Baht)

Par Value of One Share 0.50 Baht (Fifty Satang)

Divided into:

- Ordinary Shares 336,000,000 Shares (Three Hundred Thirty-Six Million Baht)

- Preferred Shares - Shares ( - )

The Board is of the opinion that the shareholders at the 2021 Annual General Meeting of Shareholders

should approve the amendment of Clause 4 of the Company’s Memorandum of Association to be in line

with the Company’s increased registered capital and to comply with the Public Limited Companies Act

B.E. 2535. The person, who has been authorized by the Board of Directors, shall proceed with

registration formalities on the amendment of Memorandum of Association at the Department of

Business Development, Ministry of Commerce with the powers to correct and amend any wording or

statement to comply with the orders of the Registrar.







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RESOLVED: Voting Results of Agenda No. 6 – To consider and approve the amendment of

Clause 4 of the Company’s Memorandum of Association to be in line with the

increase of the registered capital





Conclusion: The meeting has resolved to approve the amendment of Clause 4 of

the Company’s Memorandum of Association to be in line with the increase of the

registered capital and authorization for registration related to the proposed details

in all respects, by a unanimous vote of 100%, which exceeds three-fourths (3/4) of

the total number of votes of the shareholders who attended the meeting and voted

for this mater.



Agenda No. 7 To consider and approve the appointment of directors in place of those

retiring by rotation

To comply with the Principles of Good Corporate Governance, the Moderator requested the directors

who are scheduled to retire by rotation and attended this Meeting, namely, (i) Mr. Anocha

Wongrungroj, (ii) Mrs. Ratchanee Pattanalertphan, and (iii) Ms. Aumaporn Sengsui, to leave the

Meeting during the consideration of this Agenda temporarily, and she further declared that Article 21

of the Company’s Articles of Association states that one-third of the directors must retire by rotation

at the Annual General Meeting of Shareholders. If the number of directors is not a multiple of three,

the number of directors closest to one-third shall retire. The directors retiring from office in the first

and second years after the registration of the Company shall be selected by drawing lots. In the

subsequent years, the director who has held office longest shall retire. The retiring directors shall be

eligible to be re-appointed for another term.

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This 2021 Annual General Meeting of Shareholders is the second year of the Company’s annual

ordinary meeting after registration of conversion to be a public limited company. There are 3 (Three)

directors who will retire which have been done by drawing lots as follows:

Name of Directors Type of Director proposed for Reappointment

1) Mr. Anocha Wongrungroj Independent Director / Chairman of the Board of Directors /

Member of the Audit Committee / Chairman of the

Nomination and Remuneration Committee

2) Mrs.Ratchanee Pattanalertphan Independent Director / Member of the Audit Committee /

Chairman of Risk Management Committee

3) Ms. Aumaporn Sengsui Director / Executive Director / Risk Management Director

The nomination process of the Company’s directors has been considered by the Nomination and

Remuneration Committee, taking into consideration the qualifications of the Company’s directors in

accordance with the Public Limited Companies Act B.E. 2535, educational background, skills,

experience in the related business activities of the Company, diverse professional backgrounds which

can support the business operation of the Company, and contribution to the development of the

Company, as well as the director’s previous overall performance. As for the independent directors,

the Board of Directors has considered the qualifications in accordance with the definition of an

independent director set by the Capital Market Supervisory Board, the Stock Exchange of Thailand,

including any possible significant business relationship between the Company and a director, which

may cause the director to be unable to perform his/her duties independently.

According to the Principles of Good Corporate Governance for listed companies, the Company, thus,

provided a chance to the shareholders for proposing a qualified person to be appointed as the

Company’s director in the 2021 Annual General Meeting of Shareholders via the Company’s website

during January 12, 2021 to February 25, 2021. However, no shareholders proposed any person to be

appointed as the Company’s director.

The Board is of the opinion that the qualifications of the said 3 (Three) retiring directors do not fall

under the prohibited characteristics in accordance with the Public Limited Companies Act B.E. 2535,

which means that the said three directors (i) are not bankrupt persons, (ii) are not incompetent or

quasi-incompetent persons, (iii) have never been imprisoned by the judgment of a court for an offense

related to the property which was committed with dishonest intent, (iv) have never been dismissed or

removed from government service, a government organization or a government agency in punishment

for dishonesty in performing their duties, and (v) are not partners or shareholders of a juristic person

operating a business which has the same nature with and engages in competition with the business of

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the Company. In addition, the said 3 (three) directors have sufficient knowledge and experience in

the related business activities of the Company and should be able to contribute to the development of

the Company.

Hence, the Board is of the opinion that the Annual General Meeting of Shareholders should reappoint

the said 3 (three) retiring directors as the Company's directors for an additional term and they should

hold the same position in the Company.

The Company has enclosed the biographies of the said directors, their shareholdings in the Company,

their acting in the position of directors or executives in other businesses, and the definition of the

independent director, as per Enclosure 3.

To comply with the Company’s Articles of Association and the Principles of Good Corporate

Governance, the election of directors shall be made on an individual basis.




The Moderator proposed the Meeting to consider and appoint the directors and pass a resolution

individually, including informed the Meeting that the majority votes of the shareholders who attended

and voted at the meeting will be required for this Agenda.


RESOLUTION: Voting Results of Agenda No. 7 - To consider and approve the appointment of

directors in place of those retiring by rotation are as follows:

(1) Approval of the reappointment of Mr. Anocha Wongrungroj as the

Company’s Independent Director / Chairman of the Board of Directors /

Member of the Audit Committee / Chairman of the Nomination and

Remuneration Committee for another term by the following votes:





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(2) Approval of the reappointment of Mrs. Ratchanee Pattanalertphan as the

Company’s Independent Director / Member of the Audit Committee /

Chairman of Risk Management Committee for another term by the following

voting:





(3) Approval of the reappointment of Ms. Aumaporn Sengsui as the Company’s

Director / Executive Director / Risk Management Director for another term

by the following voting:





Conclusion: (1) The Meeting has resolved to approve the reappointment of

Mr. Anocha Wongrungroj as the Company’s Independent

Director / Chairman of the Board of Directors / Member of

the Audit Committee / Chairman of the Nomination and

Remuneration Committee for another term, by a unanimous

vote of 100% of the total number of votes of the

shareholders who attended the meeting and voted for this

matter.

(32 shareholders and proxies, holding 205,884,103 shares

altogether, attended the meeting for consideration of this

matter)

(2) The meeting has resolved to approve the reappointment of

Mrs. Ratchanee Pattanalertphan as the Company’s

Independent Director / Member of the Audit Committee /

Chairman of Risk Management Committee for another term,

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by a majority vote of 100% of the total number of votes of

the shareholders who attended the meeting and voted for this

matter.



matter)

(3) The meeting has resolved to approve the reappointment of

Ms. Aumaporn Sengsui as the Company’s Director /

Executive Director / Risk Management Director for another

term, by a majority vote of 100% of the total number of

votes of the shareholders who attended the meeting and

voted for this matter.



matter)

Agenda No. 8 To consider fixing the remuneration of the Directors for 2021

The Moderator informed the Meeting that under Section 90 of the Public Limited Companies Act

B.E. 2535 and Article 26 of the Company’s Articles of Association, both state that the directors are

entitled to receive remuneration by way of an award, meeting fee, reward, bonus, or other benefits in

accordance with a resolution of the shareholders meeting. The remuneration of directors can be fixed

at a certain amount or set of criteria. Remuneration can either be determined from time to time or set

to remain in effect until it is amended. In addition, directors shall be entitled to receive per diem and

fringe benefits according to the Company’s rules.

The Nomination and Remuneration Committee approved by the Board of Directors has prescribed the

criteria for the proposal of the remuneration of the Directors and sub-committee for the year 2021, by

carefully taking into consideration any suitability, i.e., duties and responsibilities of the Directors and

sub-committee and comparing such with other public limited companies of a similar type and size

listed on the Stock Exchange of Thailand, including considering the Thai Institute of Directors (IOD)

survey outcome relating to remuneration of directors, and it found that the remuneration of the

Directors as fixed by the Company is in a similar rate to the total average in the market. The detail is

as follows:

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Remuneration of Directors and

sub-committee

Year 2021

(Year as proposed) Year 2020

Monthly

(Baht)

Meeting

Fee/Meeting

(Baht)

Monthly

(Baht)

Meeting

Fee/Meeting

(Baht)

1. Board of Directors

Chairman of the Board of Directors 15,000. - 25,000. - 15,000. - 25,000. -

Director 15,000. - 20,000. - 15,000. - 20,000. -

2. Audit Committee

Chairman of Audit Committee - 25,000. - - 25,000. -

Member of Audit Committee - 20,000. - - 20,000. -

3. Nomination and Remuneration Committee

Chairman of the Nomination and

Remuneration Committee - 25,000. - - 25,000. -

Member of the Nomination and

Remuneration Committee - 20,000. - - 20,000. -

4. Risk Management Committee

Chairman of Risk Management

Committee - 25,000. - - 25,000. -

Risk Management Director - 20,000. - - 20,000. -

5. Other allowance and benefits in

addition to monthly remuneration

and meeting fee

Policies for life insurance,

accident insurance, disability

insurance, and group health

insurance of Bangkok Life

Assurance Public Company

Limited with a total

insurance premium of

approximately 15,000 Baht

per person/per annum

- NONE-

The Board is of the opinion that the 2021 Annual General Meeting of Shareholders should consider

and approve the remuneration of the Directors and Sub-committee for 2021, as detailed above.




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Agenda No. 8 and informed the Meeting that a vote of not less than two-thirds (2/3) of the total votes

of the shareholders who attended and have the right to vote at the meeting will be required.


RESOLUTION: Voting Results of Agenda No. 8 - To consider fixing the remuneration of the

Directors for 2021 are as follows:





Conclusion: The Meeting has resolved to approve fixing the remuneration of the

Directors for 2021 as per proposed details in all respects, by a majority vote of

100%, which exceeds two-thirds (2/3) of the total number of votes of the

shareholders who attended the meeting and voted for this mater.



Agenda No. 9 To consider and approve the appointment of the Company's Auditor and

fixing the auditor's remuneration for 2021

The Moderator informed the Meeting that pursuant to Section 120 of the Public Limited Companies

Act B.E. 2535, the Annual General Meeting of Shareholders shall appoint an auditor and determine

the remuneration of the auditor. In addition, there are rules on change of auditor every 7 years for

listed companies according to the Notification of the Capital Market Supervisory Board No. Tor.Jor.

44/2556 re: “rules, conditions, and procedures for disclosure of financial status and business operation

information of securities issuers”.

The Audit Committee approved by the Board of Directors has considered the selection of auditors

who have been approved by the Office of the Securities and Exchange Commission by taking into

account the auditors’ qualifications, previous performances and work efficiency, and it is of the

opinion that the 2021 Annual General Meeting of Shareholders should consider appointing the

auditors of Dharmniti Auditing Co., Ltd., to be the Company’s auditor for the fiscal year ended on

25

December 31, 2021, with one of the following auditors to audit and give an opinion to the Company’s

financial statements, and approving fixing the auditors’ remuneration for the year 2021. The details

are as follows:

1. Name of Auditors of Company for 2021

Name of Auditors C.P.A. License

No.

Number of years to be the

auditor for the Company

1) Mr. Peeradej Pongsatiensak 4752 1 year (B.E. 2563)

2) Miss Soraya Tintasuwan 8658 Never been the signer

3) Miss Sulalit Ardsawang 7517 Never been the signer

2. The remuneration of the auditors for 2021 is as follows:

The auditors’ remuneration for the year 2021 does Baht 980,000. The details of comparison of the

auditors’ remuneration between 2020 and 2021 are as follows:

List Year 2021 (as proposed)

(Baht)

Year 2020 (Baht) Amount as

exceeded (Baht)

Annual audit 560,000 560,000 -

Quarterly review 420,000 420,000 -

Non-audit fee - - -

Total 980,000 980,000 -

The Moderator further informed the Meeting that the said auditors as proposed above have no

relationship or conflict of interest with the Company’s directors, executives, major shareholders, or

connected persons whatsoever. Therefore, they are independent in auditing and giving an opinion to

the Company’s financial statements; besides, they have qualifications that are not in conflict with the

regulations of the Stock Exchange of Thailand.

The Board is of the opinion that the 2021 Annual General Meeting of Shareholders should consider

and approve the appointment of the auditors of Dharmniti Auditing Co., Ltd., as the Company’s

auditors, with the remuneration for the year 2021 of Baht 980,000 (Nine Hundred and Eighty

Thousand Baht only).



26






RESOLUTION: Voting Results of Agenda No. 9 - To consider and approve the appointment of

Mr. Peeradej Pongsatiensak, C.P.A. License No. 4752, Miss Soraya

Tintasuwan, C.P.A. License No. 8658, or Miss Sulalit Ardsawang, C.P.A.

License No. 7517, of Dharmniti Auditing Co., Ltd., to be the Company’s auditor

for 2021, and approve the remuneration for the year 2021 of not exceeding Baht

980,000 (Nine Hundred and Eighty Thousand Baht only), are as follows:





Conclusion: The Meeting has resolved to approve the appointment of the

auditors together with the remuneration for the year 2021 as per proposed details

in all respects, by a unanimous vote of 100% of the total number of votes of the

shareholders who attended the meeting and voted for this matter.



Agenda No. 10 To consider and approve the addition of the Company’s objectives and the

amendment of Clause 3 of the Company’s Memorandum of Association

The Moderator informed the Meeting that the Company will expand into the energy business, but the

Company’s current business objectives have not yet covered such a scope of activities. Thus, it is

deemed appropriate to add additional objectives into the Company’s objectives to cover the

construction work of power plants and energy business including the provision of various related

services thereto for future business opportunities of the Company. In addition, the said amendment of

the business objectives will consequently result in the amendment of Clause 3 of the Company’s

Memorandum of Association for consistency and compliance with the Company’s Articles of

27

Association and the Public Limited Companies Act B.E. 2535. The person, who has been authorized by

the Board of Directors, shall proceed with registration formalities on the amendment of Memorandum

of Association at the Department of Business Development, Ministry of Commerce with the powers to

correct and amend any wording or statement to comply with the orders of the Registrar.

The Board is of the opinion that the shareholders at the Annual General Meeting of Shareholders

should approve the addition of 14 new particulars of objectives to be new clauses 62-75 of the

Company’s business objectives, as follows:

(62) To conduct business involved with trade, installation, repair, maintenance, design, of

materials, equipment, spare parts, tools, machines related to all types and all

categories of vehicles

(63) To conduct business involved with trade, installation, repair, maintenance, design of

materials, equipment, spare parts, tools, machines related to all types and all

categories of electrical, electronics and industries work

(64) To engage in the business of selling, producing, assembling, repairing, and

maintaining vehicles, automobiles, motorboats for disaster prevention and mitigation,

such as water tender, airport crash tender, stair fire brigade, and rescue vehicle, water

tower fire tender, truck equipped with electric and light generator, truck equipped

with air compressor, multi-purpose rescue vehicle of all sizes, all types of fire-rescue

boats, patrol boat and equipment for any disaster prevention and mitigation


maintaining vehicles, automobiles, motorboats for public environmental purposes,

such as water spray truck, high-pressure water spray truck, any type of garbage truck,

portable restroom truck, vacuum truck, road sweeper, garbage collection boat


maintaining vehicles, automobiles, motorboats, heavy machinery equipment for any

support, repair and maintenance, movement, dredging, construction, such as mobile

communications vehicle, truck-mounted tower crane, large crane, large water

transport vehicle, clawer excavator, wheel loader, tractor, backhoe, vacuum dredging

equipment, pontoon, vacuum dredging equipment with driving system

(67) To engage in the business of assembling all types of trucks, work relating to system

implementation, improving all categories of wastewater treatment system, system

operation, all types of automobiles, and wastewater treatment system

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(68) To engage in the business of import-export of all categories of vehicles and domestic

distribution

(69) To engage in the business of import-export, alteration, and distribution of medical

equipment, lifesaving equipment, and any equipment for disaster prevention and

mitigation

(70) To conduct business involved with power plant and electricity distribution,

transmission line, materials of all types of electricity and power plant and equipment

related to renewable energy, import, and export of such materials, including install,

repair and give advice on electric generator and equipment related to renewable

energy

(71) To conduct business relating to electric power from solar cell, renewable energy,

thermal energy, cogeneration energy, biofuel, fossil fuel, biomass fuel, wind energy,

wave energy, other renewal energy, natural resources, or all kinds of any energy,

including trade, acceptance for rendering any work related to such business and other

works supporting such business

(72) To engage in the business of generating electricity by solar cell system or solar cell

generating system or solar energy generating system, renewable energy, thermal

energy, cogeneration energy, biofuel, fossil fuel, biomass fuel, wind energy, wave

energy, other renewal energy, natural resources, or all kinds of any energy, designing

and installing all kinds of electric system by solar cell, establishing power station,

electrical distribution system, including repairing and maintaining such system as

well as electrical connection system

(73) To engage in the business of generating electricity by solar cell system or solar cell

generating system or solar energy generating system, renewable energy, thermal

energy, cogeneration energy, biofuel, fossil fuel, biomass fuel, wind energy, wave

energy, other renewal energy, natural resources, or all kinds of any energy, designing

and installing all kinds of electric system by solar cell, including the outgrowths from

such business to private or government sectors, as well as generating and distributing

all categories of electricity from electrical generation system, including the by-

products from such business to any private or government sectors

(74) To engage in the business of distributing, designing, and providing services of

installation, establishing, selling of copper cable, fiber optic cable, conduit with

equipment, and all types of telecommunication equipment

(75) To provide services, provide consultation and advice, operating structures of all

categories of telephone network system, underground conduit, telecommunication

equipment system, backup power system related to telecommunication systems

29

Furthermore, the Company shall also amend Clause 3 of the Company’s Memorandum of

Association to be consistent with said amendment of the Company’s objectives, from the previous

Company’s objectives consisting of 61 Clauses, to be as follows:

“Clause 3 The Company’s objectives shall consist of 75 Clauses.”








RESOLVED: Voting Results of Agenda No. 10 – To approve the amendment of 14 new

particulars of objectives to be new clauses 62-75 of the Company’s business

objectives, and the amendment of Clause 3 of the Company’s Memorandum of

Association to be consistent with said amendment of the Company’s objectives as

mentioned above, are as follows:





Conclusion: The Meeting has resolved to approve the addition of the

Company’s objectives, the amendment of Clause 3 of the Company’s

Memorandum of Association, and the authorization for registration related to

the proposed details in all respects, by a unanimous vote of 100%, which exceeds

three-fourths (3/4) of the total number of votes of the shareholders who attended

the meeting and voted for this mater.



minutes of the 2021 annual general meeting of shareholders

Documents