(Translation)

Ref. No. 01 - 195 / 2020

April 21, 2020

Subject : The 2020 Annual General Meeting of Shareholders Date, Record Date and Agenda

To : President,

The Stock Exchange of Thailand

CC : Secretary-General of the Office of the Securities and Exchange Commission

Attachment : 1. Precautionary Measures and Guidelines for Holding the Annual General Meeting of Shareholders under the Circumstance of Coronavirus 2019 (COVID-19) Outbreak

2. COVID-19 Infection Risk Screening Form

The Board of Directors of PTT Global Chemical Public Company Limited (the Company) at the Meeting No. 4/2020, held on April 20, 2020 has passed the resolutions to hold the 2020 Annual General Meeting of Shareholders on Tuesday, June 2, 2020 at 09:00 hours at Meeting Rooms of PTT Global Chemical Public Company Limited, 555/1 Energy Complex, Building A, Vibhavadi Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900. The Record Date on which shareholders have the rights to attend the Company 2020 Annual General Meeting of Shareholders will be on Tuesday, May 5, 2020.

The agenda of the Company 2020 Annual General Meeting of Shareholders are as follows :

Agenda 1

To Acknowledge the Operations for the Year 2019 and the Recommendation

for the Business Plan, and Approve the Financial Statement for the Year

Ended December 31, 2019

The Board of Directors' Opinion : The Board agreed to propose the Annual General Meeting of Shareholders to acknowledge the Company's operation for the year 2 0 1 9 and the recommendation for the Company's business plan and to approve of the Company's Statement of Financial Position and Statement of Income for the Year Ended December 3 1 , 2 0 1 9 which were audited and certified by the auditors and reviewed by the Audit Committee.

Agenda 2

To Acknowledge the Interim Dividends Payment

The Board of Directors' Opinion : The Board agreed to propose the Annual General Meeting of Shareholders to acknowledge the totaling interim dividend payment of Baht 2 . 0 0 per share, approximately Baht 8 , 9 9 5 million, and no additional interim dividends shall be paid for the Operating Results in the Year 2019.

- 2 -

Agenda 3

To Consider and Elect New Directors to Replace those who are due to

Retire by Rotation

The 2020 Annual General Meeting of Shareholders, according to the Company's

Article of Association, the Board of Director who are due to retire by rotation

5 directors are as follows :

1)

Mr. Prasert Bunsumpun

Independent Director and Chairman of the Risk Management Committee

2)

Mr. Prapas Kong-ied

Independent Director and Director to the Audit Committee

3)

Mrs. Premrutai Vinaiphat

Director and Director to the Risk Management Committee

4)

Mr. Wittawat Svasti-xuto

Director and Director to the Nomination & Remuneration Committee

5)

Mrs. Arawadee Photisaro

Director and Director to the Risk Management Committee

The Board of Directors' Opinion

: The Board of Directors, except the Directors who have conflict

of interest in this matter, agreed with the Nomination and

Remuneration Committee's recommendation to propose the

Directors replacing Directors who are due to retired by rotation

as follows :

(1)

Mr. Grisada

Boonrach

to be elected as (Independent) Director replacing

Mr. Prasert Bunsumpun

(2)

Mr. Prapas

Kong-ied

to be re-elected for another term as (Independent) Director

(3)

Mrs. Premrutai Vinaiphat

to be re-elected for another term as Director

(4)

Mr. Wittawat Svasti-xuto

to be re-elected for another term as Director

(5)

Mrs. Arawadee Photisaro

to be re-elected for another term as Director

The nominees no. (1) - (2) are qualified in accordance with

the Company's definition of Independent Director which is

specified pursuant to those defined by the Capital Market

Supervisory Board, and even stricter in the proportion of

shareholding.

Agenda 4

To Consider and Approve the Directors' Remuneration

The Board of Directors' Opinion : The Board agreed with the Nomination and Remuneration Committee's recommendation to propose the Annual General Meeting of Shareholders for approval of the Directors' and the Sub-Committees Directors' remunerations for the year 2020 including Directors' bonus for the year 2 0 1 9 , which is according to the resolution of the Annual General Shareholders for the Year 2019 as the followings:

  1. Remuneration for the Directors : To be maintained at the same rate as the year 2 0 1 9 and propose to pay monthly remuneration and meeting allowance to those who attend the meeting at the rate specified as follows :

- 3 -

The Director's Remuneration

Types of Remuneration

2020 (Current Proposal)

Compared with 2019

Monthly remuneration

Baht / Person

Baht / Person

Chairman

62,500

62,500

Director

50,000

50,000

Meeting allowance

Baht / Person / Attendance

Baht / Person / Attendance

(only pay to those who attend the meeting)

Chairman

50,000

50,000

Director

40,000

40,000

  1. Remuneration for all Sub - Committees : To be maintained at the same rate of the year 2 0 1 9 i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee, and shall include specific committees that may be appointed by the Board of Directors, as necessary and appropriated in the future as follows :

Attendance Fee for Sub Committees

Types of Remuneration

2020 (Current Proposal)

Compared with 2019

Meeting allowance

Baht / Person / Attendance

Baht / Person / Attendance

(only pay to those who attend the meeting)

Chairman

56,250

56,250

Director

45,000

45,000

  1. Bonus for the Board of Directors : Approve Bonus for the Board of Directors for the Year 2 0 1 9 , according to the resolution of the Annual General Shareholders for the Year
    2019 until the Shareholders Meeting's resolution will be changed otherwise :
    "The bonus will be paid to the Board of Directors if the Company pay out the dividend to the shareholders, at the rate of 0 . 30% of the Company's net profit, but not exceeding the amount of Baht 60 million by calculation in accordance with the Director's terms and the Chairman would get the bonus at the rate of 25 % higher than that of Directors."
  2. Other Remuneration : None

Agenda 5

To Consider the Appointment of the Auditor and Fix the Annual Fee for

the Year 2020

The Board of Directors' Opinion : The Board agreed with the Audit Committee to propose the Annual General Meeting of Shareholders to consider and approve the appointment of the Deloitte Touche Tohmatsu Jaiyos Audit Company Limited (Deloitte), anyone is an auditor of the Company for the Year 2020 as namely :

  1. Mr. Mongkol Somphol C.P.A. (Thailand) Reg. No. 8444 or (Auditing during 2019)
  2. Mr. Suphamit Techamontrikul C.P.A. (Thailand) Reg. No. 3356 or
  3. Mr. Suwatchai Meakhaamnouychai C.P.A. (Thailand) Reg. No.
    6638 or
  4. Mr. Chavala Tienpasertkij C.P.A. (Thailand) Reg. No. 4301

- 4 -

To be the Company's auditor for the year 2 0 2 0 and propose audit fee of Baht 3,000,000 Together with other expenses such as travel expenses, accommodation fees, telephone charges, postal, stamp duty frees, photocopying expense, etc. will be actual charge basis, but not exceeding 10% of the audit fee.

Deloitte, proposing to audit the Company, has no relationship or a conflict of interest with the Company / subsidiaries / executives / the major shareholders or the related person of such.

Agenda 6

To Consider and Approve Debentures Issuance Plan

The Board of Directors' Opinion : The Board agreed to propose the Annual General Meeting of Shareholders to consider and approve Debenture Issuance denominated in Thai Baht and/or Foreign Currency with an outstanding amount at any time not exceeding USD 4 ,0 0 0

million or its equivalence in other currencies, within the period of 5 years (2020 - 2024). The source of fund can be domestic and/or overseas capital resources. The total amount of debentures shall be issued at one time or several times as it deems appropriate and relevant to the Company's fund-raising plan and able to offer to the general public and / or private placement. However, all the debentures issuance must be approved by the Board of Directors.

Agenda 7

Other Issues (if any)

The Company is deeply concerned for the safety and well-being of shareholders and all stakeholders, who will be participating in the meeting. Therefore, the Company strongly requests for your cooperation to strictly follow the precautionary measures and guidelines for holding the Annual General Meeting of Shareholders under the circumstance of coronavirus 2019 (COVID-19) outbreak. The Company hereby apologizes for any such inconvenience that may occur during the meeting due to the strict safety procedures.

Please be informed accordingly.

Yours sincerely,

(Kongkrapan Intarajang)

Chief Executive Officer

Corporate Secretary and Legal

Telephone 0 2140 8762 / 0 2265 8635

Fax. 0 2265 8500

(Translation)

The Company's Precautionary Measures and Guidelines for Holding the Annual General

Meeting of Shareholders under the Circumstance of Coronavirus 2019

as follows :

  1. Due to the Company's good corporate governance awareness, in terms of rights and equitable treatment of shareholders, the Company would disclose 2020 Annual General
    Meeting of Shareholders, together with related documents on the Company's website www.pttgcgroup.comas well as send the Invitation Letter and Proxy form B. in advanced as scheduled.
  2. Shareholders are required to grant Proxy to the Company's Independent Directors to attend the Meeting instead of participating in persons.
    1. Shareholders can grant a proxy to the Company's Independent Directors to attend and vote at the Meeting by using proxy form or downloading via the Company's website (Pre-casting the vote for each agenda is recommended) and sending back the proxy form and related documents or evidence to the Company through business reply envelope to Corporate Governance, PTT Global Chemical Public Company Limited 555/1 Energy Complex, Building A, 18th Floor, Vibhavadi Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900.
    2. The Company would provide Shareholders, appointing proxies and cannot attending the Meeting in Persons, the Meeting Broadcast (Web-live Baordcast) via www.pttgcgroup.com, by which the shareholders' registration numbers are required for the Broadcast login.
    3. Channels for submitting written questions in advance. Shareholders are welcomed to submit written questions relating to the Agendas in advance and the Company shall record questions and answers in the AGM Minutes of the Meeting. The channels as follows :
      • Postal: sending back together with the proxy form by using business reply envelope, sent along with the Invitation Letter.
      • Email:ir@pttgcgroup.comorcg@pttgcgroup.com
      • Facsimile: (+66) 2265 8500
  3. The meeting room would be cleaned with disinfection and ozone sterilized a day in advance.
  4. The Company has organized the meeting venue to avoid crowded meeting area with appropriate social distancing of 2 meters in various areas, which are temperature-screening points, document-checking points and registration counters, as well as limited number of shareholders in elevator each round and limited number of available seats in the meeting room for approximately 100 seats. After the procedure of the Registration, each attendee will be assigned a seating number and required to sit as specified for the sake of the disease prevention or following up in case of any unforeseen circumstances. Once the seats are fully occupied, Shareholders, who attend the meeting in persons, are required to grant proxy to the Company's Independent Directors to attend the Meeting instead of participating in persons.
  1. In case of shareholders who wish to attend the Meeting in person, the Company would like to request your cooperation to strictly follow the Company's measures and guidelines to prevent and minimize the risk of COVID-19virus spread as follows :
    1. All Attendees are required to fill in the COVID-19 Infection Risk Screening Form before entering the venue, and for those attendees who have recently visited or returned from any disease infected zones as notified by the Ministry of Public Health, including those who have had close contact with those who have visited or returned from any disease infected zones, or being found of having risky symptoms such as fever, cough, sore throat, sneezing, runny nose, will not be allowed to attend the Meeting. The Company would ask for your cooperation to strictly follow the recommendations from our staff at the health screening point or attendee will be denied from entering the meeting. For those who cannot attend the meeting due to the reasons explained above are able to appoint the Company's Independent
      Directors as their proxies to attend and vote at the Meeting. Please also note that concealment of health information or traveling record could be considered as the violation of the Communicable Diseases Act B.E. 2558.
    2. All attendees must go through thermoscan infrared camera at the health screening point before entering. Attendees who have body temperature of 37.5 degrees celsius or higher will not be allowed to attend the meeting. Attendees who passed the health screening are requested to put on a registration sticker, prepare and wear your facemask at all time and clean your hands by using the alcohol- based hand sanitizer gel, provided by the Company at the meeting areas to.
    3. The Company reserves the rights to not allow any attendees, who do not pass the health screening or do not completed the COVID-19 Infection Risk Screening Form to enter the Meeting.
    4. For the safety and well-being of attendees, NO microphone will be available to ask questions at the meeting. Attendees will be asked to submit their written questions to the Company's staff to submit it to the Company's Chairman of the Board of
      Directors.
  2. The Company would not serve food and beverages at the Meeting in order to minimize risk of the infection of disease spreading.
  3. If there are any changes in the situation or additional AGM-related measures from the Government Official, the Company will inform Shareholders via the Company's website
    (www.pttgcgroup.com).

As the above measures and guidelines, the Company would like to apologize for any inconvenience that may occurs, especially if a high number of meeting attendees cause a delay in the health screening and registration process.

Yours Sincerely,

PTT Global Chemical Public Company Limited

Corporate Secretary and Legal

Telephone 0 2140 8762 / 0 2265 8635

Fax. 0 2265 8500

-2-

แบบคัดกรองโรคไวรัสโคโรนา19 (COVID-19)

ก่อนเข้าร่วมประชุมสามัญผ้ถือหู้นประจุาปี2563 ในวันอังคารที่2 มิถุนายน 2563

  • ห้องประชุมของบริษัท พีทีทีโกลบอล เคมิคอล จากัด (มหาชน) ศูนย์เอนเนอร์ยี่คอมเพล็กซ์อาคาร เอ เลขที่555/1 ถนนวิภาวดีรังสิต แขวงจตจักรุ เขตจตจักรุ กรุงเทพมหานคร 10900
    COVID-19 Screening Form

Before attending to Annual General Meeting of Shareholders 2020 on Tuesday, June 2nd, 2020

at Meeting Rooms of PTT Global Chemical Public Company Limited, 555/1 Vibhavadi Rangsit Road,

Kwaeng Chatuchak, Khet Chatuchak, Bangkok 10900

ขอความร่วมมือท่านให้ข้อมูลที่ถูกต้องเป็นความจริง

เพื่อประโยชน์ในการป้องกนการแพรั่ระบาดของเชื้อไวรัสโควิด 19

We as for your corporation in providing the most accurate and truthful medical statements for effective prevention of the spreading of the disease.

ชื่อ- สกุล Name(

-Surname) ______________________________________________ หมายเลขโทรศัพท์(Mobile Phone Number) ___________________

1.

ท่านมีไข้37.5 oC หรือไม่? Do you have a fever? (37.5 oC)

ใช่(Yes)

ไม่ใช่(No)

2. ท่านมีอาการดังต่อไปนี้หรือไม่? Do you have any of these symptoms?

ไอ Cough

ใช่(Yes)

ไม่ใช่(No)

เจ็บคอSore throats

ใช่(Yes)

ไม่ใช่(No)

น้ามูกไหล Runny nose

ใช่(Yes)

ไม่ใช่(No)

เหนื่อยหอบShortness of breath

ใช่(Yes)

ไม่ใช่(No)

3. ท่านมีประวัติการเดินทางมาจากต่างประเทศ หรือมาจากพื้นที่ที่มีการระบาดของโรคติดเชื้อไวรัสโคโรนา2019 ใน 14 วันที่ผานมาหรือไม่่? Have you traveled / transited from any countries except Thailand or areas with COVID-19 outbreak within the past 14 days?

ใช่(Yes)

มาจากประเทศ / พื้นที่(I have traveled to):________________________________________________

ไม่ใช่(No)

4. ท่านมีประวัติสัมผัสใกล้ชิดกบผู้ป่วยที่ต้องสงสัยโรคติดเชืั้อไวรัสโคโรนา2019 หรือไม่? Have you been in physical contact with suspected COVID-19 patients?

ใช่(Yes)

ไม่ใช่(No)

หมายเหตหากพบวาคุณมีไข้่37.5 oC หรือมีอาการยางใดอย่างหนึ่งตามที่บริษัทฯ่ ระบุไว้หรือมีประวัติเดินทางมาจาก่งประเทศหรือพื้นที่ที่มีการระบาดของ COVID-19 หรือมีประวัติสัมผัสใกล้ชิดกบผู้ป่วยที่ต้องสงสัยการติดเชืั้อ COVID-19 บริษัทฯ ขอให้คุณมอบฉันทะแก่กรรมการอิสระของบริษัทฯ ด้วย การกรอกและส่งหนังสือมอบฉันทะแบบ ข.ให้แก่เจ้าหน้าที่บริษัทฯ แทนการเข้าร่วมประชุม และเดินทางกลับ พร้อมปฏิบัติตามค าแนะน าของกอง ควบคุมโรค กระทรวงสาธารณสุข.

RemarkIf you have a fever ( 37.5 oC); or any symptoms which indicates above; or traveled / transited from any countries except Thailand or the COVID- 19 outbreak areas within the past 14 days; or have been in contact with suspected COVID-19 patients, The Company would like to kindly ask for your cooperation to grant proxy to an independent director to attend the meeting on your behalf, by filling the Proxy Form B and submit to our staff. Then you may then return safely to your resident and follow the guideline of the Department of disease control, Ministry of Public Health, Thailand.

Attachments

  • Original document
  • Permalink

Disclaimer

PTT Global Chemical pcl published this content on 21 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2020 02:20:10 UTC