Glow Energy Public : Resolutions of the 2019 Annual General Meeting of Shareholders

บริษัท โกลว์ พลังงาน จ ากัด (มหาชน)

GLOW ENERGY PUBLIC COMPANY LIMITED

1 Empire Tower, 38th Floor - Park Wing, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120, Thailand Tel: [phone] • Fax: [phone] ~ 9 • Web: www.glow.co.th

No. GEN-CAF-SET-L-19-012

23 April 2019
Subject	Resolutions of the 2019 Annual General Meeting of Shareholders
To	President
	The Stock Exchange of Thailand

The following resolutions were passed by the 2019 Annual General Meeting of Shareholders of Glow Energy Public Company Limited (the "Company") which was convened on Tuesday 23 April 2019 between 10.00 and

12.24hours at Grande Ballroom, Sheraton Grande Sukhumvit, No. 250 Sukhumvit Soi 12-14, Sukhumvit Road, Klongtoey, Bangkok 10110.

Agenda 1	To consider and approve Minutes of the 2018 Annual General Meeting of Shareholders
	which was held on Tuesday 24 April 2018.
Resolution:	The Meeting by majority of the total voting right exercised by the shareholders approved
	the Minutes of the 2018 Annual General Meeting of Shareholders which was held on
	Tuesday 24 April 2018 as proposed, with following votes:
	Approve	1,223,041,616	votes	or	99.9697%
	Disapprove	2,000	votes	or	0.0002%
	Abstain	368,685	votes	or	0.0301%
	Voided Ballot	0	Ballot	or	0.0000%
Agenda 2	To acknowledge the Company's operational results for the fiscal year 2018.
Resolution:	The Meeting acknowledged the Company's operational results for the fiscal year 2018, as
	presented.
Agenda 3	To consider and approve the Company's Financial Statements for the year ended 31
	December 2018.
Resolution:	The Meeting by majority of the total voting right exercised by the shareholders approved
	the Company's Financial Statements for the year ended 31 December 2018 with the
	following votes:
	Approve	1,231,085,066	votes	or	99.9394%
	Disapprove	800	votes	or	0.0001%
	Abstain	745,385	votes	or	0.0605%
	Voided Ballot	0	Ballot	or	0.0000%

Agenda 4	To consider and approve allocation of profits derived from operational results for the year
	2018, legal reserve and dividend payment.
Resolution:	The	Meeting by majority of the total voting right exercised by the shareholders
	approved as follows:
	(1)	The legal reserve fulfills requirements as required by law which is resulted in no legal
		reserve needs to be set aside from 2018 operational results.
	(2)	The payment of year-ended dividend from 2018 operational results will be at Baht
		1.177 per share or total of Baht 1,721,792,146.

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This dividend is in addition to the interim dividend payment in accordance with the Board of Directors' resolution on 22 June 2018 whereby the Company paid such interim dividend of Baht 1.608 per share or total of Baht 2,352,286,976.

Therefore, the Company will pay annual dividend for the whole year 2018 at Baht 2.785 per share, totaling of Baht 4,074,079,122 or equivalent to 50% of 2018 Normalized Net Profit which is in line with the Company's Dividend Policy.

The Company will fix the Record Date for listing shareholders having the right to receive dividend on 3 May 2019.

The 2018 year-ended dividend payment will be made on 17 May 2019, with the following votes:

Approve	1,231,796,375	votes	or	99.9962%
Disapprove	300	votes	or	0.0000%
Abstain	46,185	votes	or	0.0037%
Voided Ballot	0	Ballot	or	0.0000%

Agenda 5	To consider and approve re-election of the directors who are due to retire by rotation,
	and appointment of new directors as replacement of the retiring and/or resigning
	directors.
Resolution:	The Meeting by majority of the total voting right exercised by the shareholders approved
	re-election of Mrs. Saowanee Kamolbutr and Mr. Borwornsak Uwanno to serve the same
	position for another term and appointment of 4 new directors to replace the resigning
	directors being:

(i)Mr. Payungsak Chartsutipol to serve as Director to replace Mr. Kowit Chuengsaiansup, and also appoint Mr. Payungsak Chartsutipol as Chairman in replacement of Mr. Chen Namchaisiri and appoint Mr. Chen Namchaisiri as Vice- Chairman;

(ii)Mrs. Patareeya Benjapolchai to serve as Independent Director and member of the Audit Committee to replace Mrs. Supapun Ruttanaporn;

(iii)Mr. Chawalit Tippawanich to serve as Director to replace Mr. Jan Franciscus Maria Flachet; and

(iv)Mr. Somkiat Masunthasuwan to serve as Director to replace Mr. Benoît René Mignard,

The Meeting also approved to amend relevant corporate documents of the Company with respect to the change of the directors and the authorized signatories, and to file such amendment with the Ministry of Commerce and relevant authorities as required by laws.

The Meeting approved the agenda with the following votes:

1. Mrs. Saowanee Kamolbutr		Independent		Director, Audit Committee and
		Nomination and Remuneration Committee
Approve	1,218,504,450		votes	or	98.9148%
Disapprove	13,213,725		votes	or	1.0727%
Abstain		154,785	votes	or	0.0126%
Voided Ballot		0	Ballot	or	0.0000%

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	2.	Mr. Borwornsak Uwanno		Independent Director
		Approve	1,223,101,006		votes	or	99.2879%
		Disapprove	8,617,169		votes	or	0.6995%
		Abstain	154,785		votes	or	0.0126%
		Voided Ballot		0	Ballot	or	0.0000%
	3.	Mr. Payungsak Chartsutipol		Director
		Approve	1,151,711,404		votes	or	93.4927%
		Disapprove	80,006,771		votes	or	6.4947%
		Abstain	154,785		votes	or	0.0126%
		Voided Ballot		0	Ballot	or	0.0000%
	4.	Mrs. Patareeya Benjapolchai		Independent Director and Audit Committee
		Approve	1,148,631,477		votes	or	93.2427%
		Disapprove	83,086,698		votes	or	6.7447%
		Abstain	154,785		votes	or	0.0126%
		Voided Ballot		0	Ballot	or	0.0000%
	5.	Mr. Chawalit Tippawanich		Director
		Approve	1,148,695,147		votes	or	93.2479%
		Disapprove	83,023,028		votes	or	6.7396%
		Abstain	154,785		votes	or	0.0126%
		Voided Ballot		0	Ballot	or	0.0000%
	6.	Mr Somkiat Masunthasuwan		Director
		Approve	1,148,695,147		votes	or	93.2479%
		Disapprove	83,023,028		votes	or	6.7396%
		Abstain	154,785		votes	or	0.0126%
		Voided Ballot		0	Ballot	or	0.0000%
Agenda 6	To consider and approve remuneration and meeting allowance for the Board of Directors,
	and the Committees of the Company for the year 2019.
Resolution:	The Meeting by two-thirds of the total votes of the shareholders attending the meeting
	approved remuneration for the Non-Executives Directors, Audit Committee, and
	Nomination and Remuneration Committee for the year 2019 to be at the same rate as the
	year 2018, as follows:
	(1) Non-Executive members of the Board of Directors:

-	Fixed remuneration	489,500	Baht per person per annum
-	Meeting allowance	112,200	Baht per person per meeting
-	Other benefit	None
(2) Audit Committee:
Chairman
-	Fixed Remuneration	165,000	Baht per annum
-	Meeting Allowance	44,000	Baht per meeting
-	Other benefit	None
Member
-	Fixed Remuneration	110,000	Baht per annum
-	Meeting Allowance	37,400	Baht per meeting
-	Other benefit	None

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