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Minutes of the Annual General Meeting of Shareholders for the Year 2020

Gulf Energy Development Public Company Limited

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The Meeting was held on Wednesday, April 8, 2020, at 08.30 a.m., at Uthai Power Plant, No. 999

Moo 1, Ban Chang Sub-district, Uthai District, Ayutthaya Province 13210

Gulf Energy Development Public Company Limited (the “Company”) had set the Record Date of

Friday, March 6, 2020 as to determine names of the shareholders eligible to attend the 2020 Annual

General Meeting of Shareholders (the “Meeting”). The number of the entitled shareholders on the

Record Date (March 6, 2020) were 15,239 shareholders, holding a combined total of 2,133,300,000

shares.

Directors Present at the Meeting

1. Mr. Sarath Ratanavadi Director, Chairman of the Meeting and Chief Executive Officer

2. Mr. Vinit Tangnoi Independent Director and Member of the Audit Committee

3. Mrs. Porntipa Chinvetkitvanit Director, Member of the Sustainability and Risk Management

Committee, President and Deputy Chief Executive Officer

The Company has a total of eleven (11) directors and three (3) of whom were present at the Meeting,

representing twenty seven point three (27.3) percent of the Company’s directors.

At present, the Company has two subcommittees, i.e. the Audit Committee and the Sustainability and

Risk Management Committee, and has no other subcommittee.

Executive Present at the Meeting

1. Mr. Ratthaphol Cheunsomchit Deputy Chief Executive Officer

Auditor Present at the Meeting

1. Mr. Boonrueng Lerdwiseswit PricewaterhouseCoopers ABAS Ltd.

External Legal Advisor Present at the Meeting

1. Ms. Paralee Techajongjintana Baker & McKenzie Ltd.

With representative from Baker & McKenzie Ltd. acting as the voting inspector.

Preliminary Proceedings before the Meeting

Mr. Viset Choopiban, the Chairman of the Board of Directors, could not attend the Annual General

Meeting of Shareholders for the Year 2020 since he has to comply with the Regulations issued under

Section 9 of the Emergency Decree which stipulates that elderly persons over 70 years of age shall stay

in their dwelling places and refrain from cross-provincial travels. He therefore assigned Mr. Sarath

Ratanavadi, Vice Chairman of the Board of Directors, to act as the Chairman of the Meeting.

Mr. Sarath Ratanavadi, the Vice Chairman of the Board of Directors assigned by the Chairman of the

Board of Directors, acting as Chairman of the Meeting, gave a welcome speech to the shareholders

attending at the Meeting. The Chairman then informed the Meeting that there were 12 shareholders

attending in persons, representing 2,656,055 shares, and 1,987 shareholders attending by proxies,

representing 1,936,703,682 shares, which in total amount to 1,999 shareholders, representing

Gulf Energy Development Public Company Limited of 18


April 8, 2020

1,939,359,737 shares, or equivalent to 90.9089 percent of the Company’s total issued shares (The

Company has a total of 2,133,300,000 issued shares). Hence, a quorum was constituted pursuant to the

Company’s Articles of Association. The Chairman then commenced the Meeting to consider the

matters in accordance with the agenda items.

Prior to considering the matters in accordance with the agenda items, the Chairman assigned

Ms. Theerathiphisa Tawichpasoot, Executive Vice President – Corporate Legal, to inform the

shareholders of the voting procedures and vote counting as follows:

1. In casting votes, one (1) share shall have one (1) vote pursuant to Clause 35 of the Company’s

Articles of Association.

2. Vote counting in each agenda item shall be informed in two scenarios as follows:

2.1. In a case where a shareholder attends the Meeting in person or by proxy,

The Chairman shall request the Meeting to vote in each agenda item by asking a shareholder

or proxy affix a mark either “approved”, “disapproved” or “abstained” in a ballot of each

agenda item. The Company shall collect the ballots of disapproval or abstention. The

Chairman shall ask whether any shareholder or proxy disapproves or abstains from voting. If

the shareholder or proxy disapproving or abstaining from voting in the agenda item completes

his/her vote, he or she shall be requested to raise his or her hand for the staff to collect the

ballot and count the vote on a Barcode System. The vote counting shall be done by deducting

the disapproving and abstaining votes, as well as void ballots (if any), from the total votes in

the Meeting. Therefore, all remaining votes shall be deemed as approving votes.

A shareholder or proxy who casts vote of approval in each agenda item shall be requested to

keep the ballots and return to the staff after the Meeting adjourned. The voting in this Meeting

will be conducted openly. All ballots therefore will be collected for transparency in vote

counting.

However, in connection with Agenda 4 - To Approve the Appointment of the Directors to

Replace Those Retired by Rotation, the Company would collect all the ballots (on which each

shareholder must also mark his/her vote in only one relevant box) from all shareholders/proxies

at the Meeting, by collecting the disapproving and abstaining votes first whereby shareholders

of these votes shall raise their hands for the staff to collect. The approving ballots shall be

collected last.

Any vote cast in the following circumstance shall be considered void:

(1) A ballot with marks in more than one box; or

(2) A ballot with a vote that has been crossed out without signature affixed; or

(3) The votes are divided (except for the votes of custodians)

2.2. In a case where a shareholder appointing a proxy to attend the Meeting has clearly cast his or

her vote in each agenda item in the proxy form beforehand,

The Company shall count the votes cast in the proxy form towards the resolution of such

agenda item. As these votes have been collected and recorded for processing in advance in

computer, the proxies attending the Meeting thus shall not receive ballots from the Company.

3. Details of the result of vote counting for each agenda item shall be summed up and announced to

the Meeting before the Meeting adjourned.



April 8, 2020

4. Any shareholder or proxy, who arrives after the Meeting had begun, shall have the right to vote on

the agenda item being considered and the subsequent agenda items only.

5. Any shareholder or proxy who would like to leave the Meeting before it adjourned is required to

return his or her ballots by dropping them in a designated box.

6. Due to the current outbreak of COVID-19, the Meeting will be conducted in the most concise

manner. If shareholders wish to ask questions, the Company kindly requests shareholders to submit

the questions in writing and drop them in a designated box instead of speaking through the

microphone. The answers will be published on the Company’s website within one week after the

meeting.

7. Similar to the previous shareholders’ meeting, the next meeting of shareholders shall not have the

agenda regarding the consideration and approval of the Minutes of the 2020 Annual General

Meeting of Shareholders. The Company shall disclose the Minutes of the 2020 Annual General

Meeting of Shareholders in Thai and English on the Company’s website and through the

information disclosure system of the Stock Exchange of Thailand (the “SET”) within 14 days from

the date of the Meeting. In addition, shareholders shall be given opportunity to make inquiries or

give their comments regarding the Minutes of the Meeting.

As for the previous shareholders’ meeting, the Company published the Minutes of the Meeting and

opened an opportunity for shareholders to make enquiries or give comments with respect to the

Minutes of the previous Shareholders’ Meeting. However, no enquires or opinions had been

submitted.

The Meeting Commenced

The Chairman commenced the Meeting to consider matters under the agenda item in the invitation

delivered to the shareholders as follows:

Agenda 1 To Acknowledge the Directors’ Report on the Company’s Performance for the Year

2019

The Chairman proposed that the Meeting acknowledge the report on the Company’s

Performance for the Year 2019, which the Company’s Board of Directors had

summarized the Company’s performance and significant changes during the year 2019

which forms part of the Company’s Annual Report for 2019 delivered to the

shareholders in QR Code format together with the invitation according to Attachment

No. 1.

In this regard, the Chairman thanked all shareholders who attended the Company’s

Annual General Meeting of Shareholders for the Year 2020. He informed that in

conducting the Meeting, the Company will strictly adhere to the regulations and

measures of the related authorities in preventing the spread of the Coronavirus Disease

2019 (“COVID-19”).

The Chairman then informed that the Company’s performance for the year 2019 has

progressed as planned which can be summarized as follows:

With regards to power projects in Thailand, Gulf PD Company Limited, a subsidiary of

the Company, successfully entered into financing agreements to obtain long-term loan

facilities for a construction of Gulf Pluak Daeng Power Project with an installed power

generation capacity of 2,650 megawatts.



April 8, 2020

For power projects in Vietnam, Mekong Wind Power Joint Stock Company entered into

the Engineering, Procurement and Construction Contract to construct Mekong Offshore

Wind Power Project (Phase 1) and plans to construct the project as planned. Moreover,

GTN 1 Solar Power Project (formerly known as “TTCIZ-01 Solar Power Project”) and

GTN 2 Solar Power Project (formerly known as “TTCIZ-02 Solar Power Project”)

commenced commercial operation as planned.

For infrastructure and utilities projects, Gulf MTP LNG Terminal Company Limited

(“GMTP”), a subsidiary of the Company, entered into the Public Private Partnership

Contract to develop the Map Ta Phut Industrial Port Development Phase 3 Project

(Phase 1) on October 1, 2019.

Moreover, in 2019 the Company has participated in the Public Private Partnership

tenders of 3 other projects related to the country’s infrastructure as follows:

• Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project

• Intercity Motorway Bang Yai - Kanchanaburi (M81) Project

• Laem Chabang Port Development Phase 3 (Terminal F) Project

For the above mentioned two intercity motorway projects, BGSR Consortium, in which

the Company is a partner, currently has been selected as a winning bidder and expected

to sign the Public Private Partnership Contracts within the next 1-2 months. For Laem

Chabang Port Development Phase 3 (Terminal F) Project, GPC Consortium, in which

the Company is a partner, has already passed the general qualifications, technical and

investment plan proposal, and the proposed compensation benefits are currently under

consideration. The Project is still proceeding as planned.

For the Company’s performance, the impact of the COVID-19 has not materialize on

the Company’s performance due to lower revenue from lower electricity and steam sold

to industrial users of SPP power projects which is considered insignificant when

compared to the total revenues of the Group. However, to reduce impact from the said

situation, the Company has tried to adjust the business plan to tackle the current situation

including economic recession as well as implementation of various measures to reduce

costs and expenses. In this regard, the Company is confident that under the current

situation, the Company can manage its business performance in accordance with the

plan with minimal impact.

After that, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief

Executive Officer, to present the Company’s key events in 2019 and Management

Discussion and Analysis (MD&A) to the Meeting which can be summarized as follows:

Key Events in 2019

1. Gas-Fired Power Business (Conventional)

• Small Power Producer (“SPP”)

In 2019, the last 4 gas-fired SPP projects under Gulf MP Company Limited

(“GMP”), a subsidiary in which the Company holds 70.0% of its total shares,

namely Gulf NLL2 Power Project, Gulf NPM Power Project, Gulf NRV1

Power Project and Gulf NRV2 Power Project with a total installed power

generation capacity of 518.5 megawatts reach commercial operation as

scheduled.



April 8, 2020

The Company has 12 gas-fired SPP projects under GMP and all of them

successively commenced their commercial operation during 2017-2019.

• Independent Power Producer (“IPP”)

In addition to 2019, in January 2020, the Company has invested in 2 gas-fired

IPP projects as follows:

- Hin Kong Power Project

The Company acquired 49% of total shares of Hin Kong Power Holding

Company Limited, a subsidiary of RATCH Group Public Company

Limited and a holding company of Hin Kong Power Company Limited, to

develop and operate Hin Kong Power Project with contracted power

generation capacity of 1,400.0 megawatts under the Power Purchase

Agreement with the Electricity Generating Authority Thailand (“EGAT”).

- Burapa Power Project

The Company acquired 35% of total shares of Burapa Power Holding

Company Limited, a subsidiary of National Power Supply Public

Company Limited and a holding company of Burapa Power Generation

Company Limited, to develop and operate Burapa Power Project with

contracted power generation capacity of 540.0 megawatts under the Power

Purchase Agreement with EGAT.

Moreover, on November 18, 2019, Gulf PD Company Limited (“GPD”), a

subsidiary in which the Company indirectly holds 70.0% of its total shares

through Independent Power Development Company Limited (“IPD”) and an

operator of Gulf Pluak Daeng power project with an installed power generation

capacity of 2,650.0 megawatts, has entered into the financing agreements to

obtain long-term loan facilities with an aggregate amount of approximately

Baht 36,000 million (excluding VAT facility of Baht 5,000 million) with

onshore and offshore financial institutions, namely Japan Bank for

International Operation (“JBIC”), Asian Development Bank (“ADB”) and

other financial institutions totaling 16 lenders.

2. Renewable Energy Business

Gulf International Holding Pte. Ltd. (“GIH”), a subsidiary in which the Company

indirectly holds 99.9% of its total shares through Gulf Energy International

Company Limited (“GEI”), increased its investment from 49.0 % to 90.0% of total

shares in (i) Gulf Tay Ninh 1 Joint Stock Company (“GTN1”( (formerly known as

“TTC Green Energy Investment Joint Stock Company”), an operator of GTN 1 Solar

Power Project (formerly known as “TTCIZ-01 Solar Power Project”) with an

installed power generation capacity of 68.8 megawatts and (ii) Gulf Tay Ninh 2 Joint

Stock Company (“GTN2”) (formerly known as “TTC Energy Development

Investment Joint Stock Company”(, an operator of GTN 2 Solar Power Project

)formerly known as “TTCIZ-02 Solar Power Project”) with an installed power

generation capacity of 50.0 megawatts. The said two solar power projects have

commenced their commercial operation in 2019.

Moreover, on December 30, 2019, GTN2 has entered into financing agreements to

obtain long-term loan facilities denominated in U.S. dollar with an aggregate



April 8, 2020

amount of approximately USD 37.8 million for a term of 15-17 years with 5 onshore

and offshore financial institutions, namely ADB, Bangkok Bank Public Company

Limited, The Siam Commercial Bank Public Company Limited, Standard Chartered

Bank (Thai) Public Company Limited and The Leading Asia’s Private Infrastructure

Fund (“LEAP”).

In this regard, when considering a total installed power generation capacity of the

Group excluding the under-study projects, the growth rate of total installed power

generation capacity will increase from 5,974 megawatts in 2020 to 13,310

megawatts in 2025, an average increase of 17.4% per year. In the meantime, the

growth rate of total equity installed power generation capacity will increase from

2,755 megawatts in 2020 to 7,592 megawatts in 2025, an average increase of 22.5%

per year.

3. Hydropower Business

The Company is currently studying 3 hydropower projects with a total installed

power generation capacity of 2,366 megawatts in the Lao People’s Democratic

Republic as follows:

• Pak Beng Hydropower Project with an installed power generation capacity

of 912 megawatts and a plan to jointly develop the project with China Datang

Overseas Investment Company Limited

• Pak Lay Hydropower Project with an installed power generation capacity of

770 megawatts and a plan to jointly develop the project with Sinohydro (Hong

Kong) Holding Limited

• Sanakham Hydropower Project with an installed power generation capacity

of 684 megawatts and a plan to jointly develop the project with China Datang

Overseas Investment Company Limited

4. Gas Business

• Natural Gas Distribution Project

WHA Eastern Seaboard NGD4 Company Limited (“WHA NGD4”), a

subsidiary of Gulf WHA MT Natural Gas Distribution Company Limited

(“Gulf WHA MT”). Gulf WHA MT is a joint venture in which the Company

indirectly holds 35.0% of its total shares. WHA NGD4 operates a natural gas

distribution project serving industrial users in the WHA Eastern Seaboard

Industrial Estate 4 with an installed capacity of 2,000,000 MMBTU/year

commenced commercial operation on June 11, 2019.

• Liquified Natural Gas Terminal

Gulf MTP LNG Terminal Company Limited (“GMTP”), a subsidiary in which

the Company holds 70.0% of its total shares, received the right to design,

construct and operate the port and LNG terminal located in the Map Ta Phut

Industrial Estate. The said LNG terminal can facilitate shipment of LNG

volume of up to 10.8 million tons per annum.



April 8, 2020

5. Infrastructure and Utilities Business

• Map Ta Phut Industrial Port Development Phase 3 Project (Phase 1)

On October 1, 2019, GMTP entered into the Public Private Partnership

Contract with the Industrial Estate Authority of Thailand (“IEAT”) to develop

the Map Ta Phut Industrial Port Development Phase 3 Project (Phase 1). The

project is comprised of Phase 1- design and construction of the infrastructure,

including dredging and land reclamation of approximately 1,000 rai and Phase

2 - the right to construct and operate the port and LNG terminal as mentioned

above.

• Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project and

Intercity Motorway Bang Yai - Kanchanaburi (M81) Project

The Company together with BTS Group Holdings Public Company Limited,

Sino-Thai Engineering and Construction Public Company Limited and RATCH

Group Public Company Limited currently is selected as a winning bidders of

Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project and

Intercity Motorway Bang Yai - Kanchanaburi (M81) Project and will be

responsible for the design and construction of system works and provide

operation and maintenance (O&M) services for the civil works invested by the

government and expected to sign the Public Private Partnership Contracts in

the next 2 months.

• Power Distribution System and District Cooling System Project

Bangkok Smart Energy Company Limited, a joint venture in which the

Company holds 33.3% of its total shares, has entered into the Shareholders’

Agreements with One Power Services Company Limited and One DCS

Services Company Limited to operate the power distribution system the

District Cooling System for One Bangkok Project. Both One Power Services

Company Limited and One DCS Services Company Limited are subsidiaries

of One Bangkok Co., Ltd.

Key Financial Information

• Issuances and Offerings of Debentures with the Principal Amount of Not

Exceeding Baht 10,000 Million

With reference to the Company’s Extraordinary General Meeting of Shareholders

No. 1/2018 dated November 27, 2018, the Meeting approved the Company to issue

and offer debentures with the principal amount of not exceeding Baht 10,000

million for funding the Company’s normal operation, redeeming the existing

debentures and funding the investments and working capital. The Company

successfully offered the debentures totaling Baht 7,500 million to institutional

investors and high net worth investors on January 25, 2019. A considerable

number of institutional and high net worth investors expressed interest in the

debentures and indicated their intention to subscribe in the offerings, resulting in

an oversubscription approximately four times. The debentures were allotted in

series of 4 tranches with tenors between 3-10 years at average interest rate of 3.3%

per annum.



April 8, 2020

• Revenues and Net Profit

The Company had total revenues in 2019 of Baht 33,549 million which increased

significantly from Baht 20,094 million in 2018, an increase of 67.0% YoY.

Meanwhile, the Company had profit attributable to owners of the parent of Baht

4,887 million in 2019 which increased from Baht 3,028 million in 2018, an

increase of 61.4% YoY, mainly due to the full year revenue recognition of 8 SPP

projects under GMP group which commenced commercial operation in 2018,

combined with the revenue recognition of the last 4 SPP projects under GMP

which successively commenced their commercial operation during 2019 and the

recognition of unrealized gain on exchange rate.

Corporate Governance

The Company adheres to and places importance on conducting business in compliance

with the corporate governance principles and with transparency and fairness. In 2019,

the Company held an in-house seminar for executives and employees pertaining to the

corruption situation in Thailand and role of the private sectors towards anti-corruption,

related laws and case study as well as code of conduct by having a guest speaker from

Collective Action Coalition Against Corruption (“CAC”) in order to ensure readiness

before joining CAC.

Resolution: The Meeting acknowledged the directors’ report on the Company’s

performance for the year 2019.

Agenda 2 To Approve the Company’s Audited Financial Statements for the Year Ended

December 31, 2019

The Chairman informed the Meeting that in compliance with Section 112 of the Public

Limited Company Act B.E. 2535, as amended (the “PLCA”) which prescribes that the

Company shall prepare the annual financial statements as of the last day of the

accounting period of the Company which have been audited by the auditor prior to

submission to the Annual General Meeting of Shareholders for consideration and

approval. The Chairman therefore proposed that the Meeting consider and approve the

Company’s audited financial statements for the year ended December 31, 2019.

In this regard, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief

Executive Officer, to present the Company’s audited financial statements for the year

ended December 31, 2019 to the Meeting, which can be summarized as follows:

The Company’s audited financial statements for the year ended December 31, 2019 have

been presented fairly in all material respects in accordance with the Thai Financial

Report Standards and have been reviewed and signed by the Company’s auditor from

PricewaterhouseCoopers ABAS Ltd. (“PwC”), as well as reviewed and approved by the

Audit Committee and the Board of Directors of the Company. The details of which are

contained in the 2019 Annual Report, which was delivered to the shareholders together

with the invitation according to Attachment No. 1. Key information of the Company’s

financial position and results of operation for the year 2019 is summarized as follows:



April 8, 2020

Unit : Baht

Description

Consolidated

Financial

Statements

Separate

Financial

Statements

Total assets 134,277,543,428 45,090,944,241

Total liabilities 85,237,598,621 8,177,831,666

Total equity 49,039,944,807 36,913,112,575

Revenues from sales and services 30,039,668,029 947,873,855

Share of profit from associate and a joint venture 3,205,443,006 -

Net profit 7,166,072,186 3,100,000,909

Net profit attributable to shareholders of the parent company 4,886,563,655 3,100,000,909

Earnings per share (Baht/Share) 2.29 1.45

The Chairman therefore proposed that the Meeting consider and approve the Company’s

audited financial statements for the year ended December 31, 2019. This agenda item

requires the approval of the Meeting by a majority vote of shareholders attending and

casting the votes at the Meeting.

Resolution: after due consideration, the Meeting resolved that the Company’s

audited financial statements for the year ended December 31, 2019 be

approved, as proposed, by a majority vote of shareholders attending and

casting the votes at the Meeting as follows:

Approved 1,939,194,037 votes, equivalent to 100.0000 Percent

Disapproved 0 votes, equivalent to 0.0000 Percent

Abstained 165,700 votes

Voided ballot 0 votes

Agenda 3 To Approve the Allocation of the Earnings Appropriations and Dividend Payment

As for this agenda item, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy

Chief Executive Officer, to present the allocation of the earnings appropriations and

dividend payment to the Meeting, which can be summarized as follows:

The Company has adopted the policy to pay dividend at no less than 30 percent of the

net profit of the Company based on the separate financial statement after tax, legal

reserve and commitments under the obligations of the financing agreements. However,

the Company’s dividend payment policy is subject to changes, depending on the

Company’s performance, cash flow, investment requirements, conditions and

restrictions under relevant financing agreements and other relevant considerations in the

future.

In 2019, the Company’s net profit based on the separate financial statements was Baht

3,100,000,909 and the Company’s unappropriated retained earnings were amounted to

Baht 4,953,453,328. The details of which are shown in the annual financial statements

of the Company for the year ended December 31, 2019 contained in the 2019 Annual

Report of the Company, which were delivered to the shareholders together with the

invitation according to Attachment No. 1.

In this regard, the Board of Directors deems it appropriate to propose that the Meeting

consider and approve the allocation of the earnings appropriations and dividend

payment with the details as follows:



April 8, 2020

A. The allocation of the net profit for the year in the amount of Baht 155,000,045 as

legal reserve pursuant to Section 116 of the PLCA and Clause 45 of the Company’s

Articles of Association, which is equivalent to 5 per cent of the net profit of the

Company based on the separate financial statements of the Company for the year

2019 being amounted to Baht 3,100,000,909.

B. The dividend payment in respect of the results of operation of the Company for the

year ended December 31, 2019 at Baht 1.30 per share out of the net profit and

retained earnings for the total amount of Baht 2,773,290,000 or equivalent to 89.5

per cent of the net profit based on the separate financial statements of the Company

which is in accordance with the provisions of the Company’s dividend policy.

Comparison of dividend distribution in the year 2019 with the preceding year is

summarized as follows:

Details of Dividend Payment 2019 2018

Separate net profit (Baht) 3,100,000,909 3,245,172,049

Ordinary share (shares) 2,133,300,000 2,133,300,000

Dividend for the performance of the year

(Baht/share)

1.30 1.20

Total dividend (Baht) 2,773,290,000 2,559,960,000

Proportion of dividend on separate net

profit (Percent)

89.5 78.9

C. The dividend shall be paid to entitled shareholders whose names appear on the name

list of shareholders as of the Record Date of Friday, March 6, 2020 and the dividend

shall be paid on Tuesday, April 28, 2020.

The Chairman therefore proposed that the Meeting consider and approve the allocation

of the earnings appropriations and dividend payment. This agenda item requires the

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

votes at the Meeting.

Resolution: after due consideration, the Meeting resolved that the allocation of the

earnings appropriations and dividend payment be approved, as proposed,

by a majority vote of shareholders attending and casting the votes at the

Meeting as follows:



Abstained 0 votes


Agenda 4 To Approve the Appointment of the Directors to Replace Those Retired by Rotation

In accordance with the principles of corporate governance practice and as the Chairman

was one of the retired directors, Mr. Vinit Tangnoi, independent director and member of

the Audit Committee, presented the appointment of the directors to replace those retired

by rotation to the Meeting, which can be summarized as follows:

Pursuant to Section 71 of the PLCA and Clause 17 of the Articles of Association of the

Company which prescribe that at every annual general meeting, one-third (1/3) of the

directors shall retire by rotation. If the number of directors is not a multiple of three,



April 8, 2020

then the number nearest to one-third (1/3) shall retire. A director who retires by rotation

may be re-elected by the meeting of shareholders.

Currently, the Company has eleven (11) directors. Hence, there were four (4) directors

to be retired by rotation at the 2020 Annual General Meeting, namely:

1. Mr. Sommai Phasee Independent Director,

Member of the Audit Committee and

Chairman of the Sustainability and Risk

Management Committee

2. Mr. Sarath Ratanavadi Director and

Vice Chairman of the Board of Directors

3. Mrs. Porntipa Chinvetkitvanit Director and Member of the Sustainability and

Risk Management Committee

4. Ms. Yupapin Wangviwat Director and Member of the Sustainability and

Risk Management Committee

In this regard, the Company has provided an opportunity for shareholders to propose

agenda for the Meeting and nominate qualified candidates for election as the Company’s

director during October 1 – December 31, 2019 pursuant to the criteria disclosed on the

Company’s website. However, there was no shareholder proposed agenda for the

Meeting or nominated candidate for the Company’s directorship.

At present, there is no Nomination Committee appointed by the Company. However,

the Board of Directors, excluding directors with conflict of interest in the agenda item,

has deliberately considered qualifications of candidates appropriate to be nominated as

the Company’s directors with care and prudence in accordance with the Company’s

policy and criteria on director nomination whereby skills, knowledge, experience, and

expertise of the individuals; diversity of the Board which conform with the Company’s

business strategy, and their performance in the past as directors of the Company are

being taken into consideration and is of the opinion that the retiring directors named

above possess full qualifications according to the Company’s nomination policy and

criteria, the PLCA, and relevant regulations of the Capital Market Supervisory Board.

The Company’s Board of Directors, excluding directors with conflict of interest in the

agenda item, resolved to propose that the Meeting consider and approve that four retiring

directors named above be re-elected as the Company’s director for another term.

Information of individuals nominated as the new directors to replace directors retired by

rotation as well as the qualifications of the Independent Director of the Company was

delivered to shareholders as appears on Pages 12-28 or Attachment No. 2 of the

invitation.

As for Mr. Sommai Phasee, the Board of Directors, excluding directors with conflict of

interest in the agenda item, has jointly considered and is of the view that he has

possessed all the required qualifications to be Independent Director in accordance with

the prescribed qualifications of the Independent Director of the Company and pursuant

to the relevant rules, and has full capacity to express his opinions independently.

In addition, pursuant to Section 86 of the PLCA, the Board of Directors deems it

appropriate to further inform that currently Mrs. Porntipa Chinvetkitvanit and

Ms. Yupapin Wangviwat are holding office as directors of other companies which

operate the business having the same nature as the business of the Company, and some



April 8, 2020

of which may be considered as operating the business deemed to be in competition with

the business of the Company whereby the details of which is according to Attachment

No. 2. It is also noted that the holding of directorships of Mrs. Porntipa Chinvetkitvanit

and Ms. Yupapin Wangviwat is in accordance with the Management Services Agreement

and the Secondment Agreement among relevant parties only. Nonetheless, the Board of

Directors’ Meeting has acknowledged the information related to such holding of

directorships of such persons and had resolved to require that they shall perform duties

in accordance with the laws, the objectives and the Articles of Association with integrity

and accountability as required by the relevant laws as well as their duties in complying

with the policy on conflict of interest of the Company.

Mr. Vinit Tangnoi therefore proposed that the Meeting consider and approve the

appointment of each of the directors to replace those retired by rotation. This agenda

item requires the approval of the Meeting by a majority vote of shareholders attending

and casting the votes at the Meeting for each director as follows:

1. Mr. Sommai Phasee

Resolution: after due consideration, the Meeting resolved that the re-appointment of

Mr. Sommai Phasee as the Company’s director for another term be





Abstained 0 votes


2. Mr. Sarath Ratanavadi


Mr. Sarath Ratanavadi as the Company’s director for another term be




Disapproved 401,610 votes, equivalent to 0.0207 Percent

Abstained 0 votes


3. Mrs. Porntipa Chinvetkitvanit


Mrs. Porntipa Chinvetkitvanit as the Company’s director for another term

be approved, as proposed, by a majority vote of shareholders attending and




Abstained 0 votes




April 8, 2020

4. Ms. Yupapin Wangviwat


Ms. Yupapin Wangviwat as the Company’s director for another term be





Abstained 0 votes


Agenda 5 To Approve the Fixing of the Directors’ Remuneration for the Year 2020

The Chairman informed the Meeting that in accordance with Clause 22 of the Articles

of Association of the Company, pursuant to which the director of the Company is

entitled to receive the remuneration from the Company including gratuities, meeting

allowances, rewards, bonuses or benefits of any other nature as considered and resolved

by the meeting of shareholders.

The Chairman then assigned Mrs. Porntipa Chinvetkitvanit, Director, Member of the

Sustainability and Risk Management Committee, President and Deputy Chief Executive

Officer, to present the fixing of the directors’ remuneration for the year 2020 to the

Meeting, which can be summarized as follows:

At present, there is no Remuneration Committee appointed by the Company. However,

the Board of Directors has jointly considered and determined the proposed directors’

remuneration in accordance with the Company’s policies on director remuneration. The

criteria in determining the proposed remuneration is based on the scope of duties and

responsibilities of each respective director and the results of operation of the Company

in which shall be in accordance with the general practice on payment of directors’

remuneration of other listed companies with the similar size of business and within the

same industry. With respect to the bonus for the performance of the year, the Board of

Directors shall determine based on the results of operation of the Company in the

relevant year as appropriate.

Based on the foregoing, the Board of Directors deems it appropriate to propose that the

Meeting consider and approve the remuneration of the Board of Directors and the

Subcommittees for the year 2020 with details as follows:

A. Remuneration of the Board of Directors and the Subcommittees

Remuneration of the Board of Directors and the Subcommittees comprises

monthly remuneration based on his/her position, without meeting allowances, as

follows:

Unit : Baht/Month

Details 2020

(Proposal) 2019

A. Board of Director

Chairman of the Board

Each Director

100,000

65,000

100,000

65,000



April 8, 2020

Unit : Baht/Month

Details 2020

(Proposal) 2019

B. Audit Committee

Chairman of the Committee

Each Member

30,000

20,000

30,000

20,000

C. Sustainability and Risk Management

Committee

Chairman of the Committee

Each Member

20,000

15,000

n/a

n/a

B. Performance Bonus for 2019

In consideration of the performance of the Board of Directors for the accounting

period ended December 31, 2019, bonus shall be paid to the Company’s directors

as follows:

Unit: Baht

Details

Performance

Bonus for 2019

(Proposal)

Performance

Bonus for 2018

Chairman of the Board

Each Director

1,500,000

1,200,000

1,500,000

1,200,000

The amount of bonus payable to each director shall be calculated in proportion to

the period of each director’s service.

C. Other benefits

- None –

It is noted that the executive directors of the Company shall not be entitled to the

remuneration and bonus as the directors and members of the Subcommittees of the

Company.

In 2019, the Company paid remuneration to the Board of Directors and the

Subcommittee (the Audit Committee) in the total amount of Baht 13,680,000 which was

in accordance with the criteria approved by the 2019 Annual General Meeting of

Shareholders. The details of which are shown in the 2019 Annual Report of the

Company under “Management Structure” which was delivered to the Company’s

shareholders together with the invitation to the 2020 Annual General Meeting of

Shareholders according to Attachment No. 1.

The Chairman therefore proposed that the Meeting consider and approve the fixing of

the directors’ remuneration for the year 2020. This agenda item requires the approval

of the Meeting with the votes of not less than two-thirds (2/3) of the total votes of

shareholders present at the Meeting.

Resolution: after due consideration, the Meeting resolved that the fixing of the

directors’ remuneration for the year 2020 be approved, as proposed, by the

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

present at the Meeting as follows:



April 8, 2020


Disapproved 1,777,295 votes, equivalent to 0.0916 Percent

Abstained 0 votes, equivalent to 0.0000 Percent

Ineligible to Vote 100,000 votes, equivalent to 0.0051 Percent

Voided ballot 0 votes, equivalent to 0.0000 Percent

Agenda 6 To Approve the Appointment of the Auditors and Fixing the Audit Fee

for the Year 2020

As for this agenda item, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy

Chief Executive Officer, to present the appointment of the auditors and fixing the audit

fee for the year 2020 to the Meeting, which can be summarized as follows:

Mr. Ratthaphol Cheunsomchit informed the Meeting that in compliance with Section

120 of the PLCA which prescribes that the annual general meeting of shareholders shall

appoint an auditor and determine the remuneration of the auditor of the Company every

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

with reference to the Notification of the Capital Market Supervisory Board which

prescribes that in the occurrence that the auditor of a listed company in the Stock

Exchange of Thailand has performed his/her duties on reviewing or auditing and

expressing opinion on the financial statements of such listed company for more than

seven accounting periods (regardless of consecutiveness), such listed company must

rotate its auditor. The listed company may re-appoint the same auditor who is retired

by rotation pursuant to the aforementioned condition only if it passes the lapse of at least

five consecutive accounting periods from the date on which such auditor has vacated

from his/her duty. The listed company may appoint a new auditor from the same audit

firm as that of the previous auditor.

The Audit Committee has considered and resolved that auditors from KPMG

Phoomchai Audit Ltd. (“KPMG”) be the auditors of the Company for the year 2020 after

comparison with other auditing firms, as KPMG has a proven record of efficient and

standardized work processes, strong auditing experience and expertise, a good

understanding of the Company’s business and an audit fee appropriate for the amount

of work and comparable to the rates applied to other listed companies of the same level.

Furthermore, the Company has been using auditing service from

PricewaterhouseCoopers ABAS Ltd. (“PwC”), the Company’s auditor for the year

2019, for consecutive accounting periods. Therefore, to enhance transparency and

independence, the Audit Committee thus deems it appropriate to propose to the Board

of Directors to submit the appointment of KPMG as the Company’ auditor for the year

2020 to the Annual General Meeting of Shareholders for consideration and approval.

The Board of Directors has considered and approved, as proposed by the Audit

Committee, that it is appropriate to propose to the Annual General Meeting of

Shareholders to consider and approve the appointment of the auditors from KPMG to

be the auditors of the Company for the year 2020 and fixing the audit fee for the year

2020 with details as follows:

1. Appointment of the following auditors from KPMG to be the auditors of the

Company for the year 2020:



April 8, 2020

Name of the auditor Licence

No.

Year(s) as the auditor of

the Company

1. Mr. Waiyawat Kosamarnchaiyakij 6333 Proposed for appointment

for the first time

2. Mr. Natthaphong Tantichattanond 8829 Proposed for appointment

for the first time

3. Ms. Sophit Prompol 10042 Proposed for appointment

for the first time

to singly act as the auditor and give opinion on the Company’s financial

statements. In the absence of the above-named auditors, KPMG is authorized to

identify one other Certified Public Accountant within KPMG to carry out the work.

It is noted that KPMG and the auditors named above are the auditors approved by

the Office of the Securities and Exchange Commission, and have no relationship

with, or any interest in, the Company, its subsidiaries, management, major

shareholders or their respective related persons in the manner which may have

affected their independent performance of auditing duties. Information of the

proposed auditors for the year 2020 are delivered to the Company’s shareholders

together with the invitation to the 2020 Annual General Meeting of Shareholders

according to Attachment No. 3.

The auditor of the Company and the auditor of its subsidiaries are of the same

auditing firm except certain overseas subsidiaries which have external auditors

from other audit firms due to the suitability of size and business operation.

However, the Board of Directors will ensure that the consolidated financial

statements will be completed on a timely basis.

2. Fixing the audit fee for the year 2020 as per details as follows:

2020 (Proposal) 2019 Increase/(Decrease)

Audit Fee* Baht 2,800,000 Baht 3,000,000 (6.7%)

Non-Audit Fee Baht 360,000 Baht 1,200,000 (70.0%)

Total Baht 3,160,000 Baht 4,200,000 (24.8%)

*Exclusive of out-of-pocket expenses

Moreover, the abovementioned non-audit fee in 2019 and 2020 is advisory fees for

services in relation to investment structure and financial agreements payable to the

audit firms and related entities based on scope and quantity of work.

Non-audit fee for the year 2019 has been entirely recorded as accounting expenses

during the year.

The Chairman therefore proposed that the Meeting consider and approve the

appointment of the auditors and fixing the audit fee for the year 2020. This agenda item

requires the approval of the Meeting by a majority vote of shareholders attending and

casting the votes at the Meeting.

Resolution: after due consideration, the Meeting resolved that the appointment of the

auditors and fixing the audit fee for the year 2020 be approved, as

proposed, by a majority vote of shareholders attending and casting the

votes at the Meeting as follows:



April 8, 2020



Abstained 3,500 votes


Agenda 7 To Approve the Change in the Par Value of the Company’s Shares

The Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief Executive Officer,

to present the details of the change in the Par Value of the Company’s shares to the

Meeting which can be summarized as follows:

To enhance the liquidity and distribution of the Company’s shares to investors, the

Board of Directors has considered and deemed it appropriate to propose to the Annual

General Meeting of Shareholders to consider and approve the change in the Par Value

of the Company’s shares from Baht 5 per share to Baht 1 per share. Such change in the

Par Value will not affect the registered and paid-up capital including shareholding

proportion of the current shareholders. The details of which are as follows:

Description Prior to the Change in

the Par Value

After the Change in

the Par Value

Registered Capital (Baht) 10,666,500,000 10,666,500,000

Paid-up Capital (Baht) 10,666,500,000 10,666,500,000

Par Value (Baht per Share) 5 1

Number of Shares 2,133,300,000 10,666,500,000

The Chairman therefore proposed that the Meeting consider and approve the change in

the Par Value of the Company’s shares from Baht 5 per share to Baht 1 per share and

the change in the number of shares to be in accordance with the change in the Par Value

of the Company’s shares. This agenda item requires the approval of the Meeting by the

votes of not less than three-fourths (3/4) of the total votes of shareholders attending the

Meeting and having the right to vote.

Resolution: after due consideration, the Meeting resolved that the change in the Par

Value of the Company’s shares from Baht 5 per share to Baht 1 per share

and the change in the number of shares to be in accordance with the

change in the Par Value of the Company’s shares be approved, as

proposed, by the votes of not less than three-fourths (3/4) of the total

votes of shareholders attending the Meeting and having the right to vote

as follows:





Agenda 8 To Approve the Amendment to Clause 4 of the Company’s Memorandum of

Association to be in Accordance with the Change in the Par Value of the

Company’s Shares

The Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief Executive Officer,

to present the details of the amendment to Clause 4 of the Company’s Memorandum of



April 8, 2020

Association to be in accordance with the change in the Par Value of the Company’s

shares to the Meeting which can be summarized as follows:

To be in accordance with the change in the Par Value of the Company’s shares from

Baht 5 to Baht 1, the Board of Directors has considered and deemed it appropriate to

propose the Annual General Meeting of Shareholders to consider and approve the

amendment to Clause 4 of the Company’s Memorandum of Association. The details of

which are as follows:

“Clause 4 Registered Capital 10,666,500,000 Baht (Ten thousand six hundred

sixty-six million and five

hundred thousand Baht)

Divided into 10,666,500,000 shares (Ten thousand six hundred


hundred thousand shares)

Par Value 1 Baht (One Baht)

Consisting of

Ordinary Shares 10,666,500,000 shares (Ten thousand six hundred


hundred thousand shares)

Preferred Shares - shares ( - )”

The Chairman therefore proposed that the Meeting consider and approve the amendment

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

change in the Par Value of the Company’s shares. This agenda item requires the

approval of the Meeting by the votes of not less than three-fourths (3/4) of the total votes

of shareholders attending the Meeting and having the right to vote.

Resolution: after due consideration, the Meeting resolved that the amendment to

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

accordance with the change in the Par Value of the Company’s shares be

approved, as proposed, by the votes of not less than three-fourths (3/4)

of the total votes of shareholders attending the Meeting and having the

right to vote as follows:





Agenda 9 Other Business

- None –

There was no other business being raised from shareholders. The Chairman therefore thanked all

shareholders for attending the Meeting and declared the Meeting adjourned at 09.20 a.m.

___________________________

(Mr. Sarath Ratanavadi)

The Chairman of the Meeting

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