No. EGCO 110/142
Date: April 19, 2021
Attn: President of the Stock Exchange of Thailand
Subject: The Resolutions of Shareholders' 2021 Annual General Meeting
Electricity Generating Public Company Limited ("EGCO") held the Shareholders' 2021 Annual General Meeting on April 19, 2021 at 2.00 p.m. through electronic device in accordance to the Emergency Decree on Electronic Meeting B.E. 2563 including any other related rules and regulations. The Meeting considered and passed the resolutions as detailed below:
1. The Meeting approved the Minutes of the Shareholders' 2020 Annual General Meeting held on July 20, 2020 by the majority of shareholders attending the meeting and casting their votes
with the following voting results: | |||
Approved | 376,984,108 votes, | or | 100.0000% |
Disapprove | 0 vote, | or | 0.0000% |
Abstained | 93,954 votes, | ||
Voided Ballots | 0 vote, |
2. The Meeting acknowledged the performance of the Company for the year 2020.
3. The Meeting approved the Financial Statements for the year ended December 31, 2020, by the majority of the shareholders attending the meeting and casting their votes with the following
voting results: | |||
Approved | 382,844,333 votes, | or | 100.0000% |
Disapprove | 0 vote, | or | 0.0000% |
Abstained | 15,000 votes, | ||
Voided Ballots | 0 vote, |
4. The Meeting acknowledged the payment of interim dividend for the first half-year operation of 2020 in the amount of 3.00 THB per share and approved the dividend payment from the second-half year operation performance of 2020 at THB 3.50 per share, totaling THB 1,843 million on April 27, 2021. As a result, the total 2020 dividend payment was THB 6.50 per share or THB 3,422 million.
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The resolution was passed by the majority of the shareholders attending the meeting and casting their votes with the following voting results:
Approved | 361,494,833 votes, | or | 94.4197% |
Disapprove | 21,364,500 votes, | or | 5.5802% |
Abstained | 0 vote, | ||
Voided Ballots | 0 vote, |
5. The Meeting appointed Ms. Amornrat Peampoonvatanasuk, Certified Public Accountant (Thailand)
No. 4599, Mr. Vichien Khingmontri, Certified Public | Accountant (Thailand) No. 3977 and | ||||
Ms. Rodjanart Banyatananusard, | Certified | Public | Accountant (Thailand) | No. | 8435 |
of PricewaterhouseCoopers ABAS | Limited as | auditors, | with the remuneration for | year | 2020 |
of THB 3,522,400 and the out- of- pocket expenses for audit in Thailand at not exceeding THB 175,000. The Company would also be responsible for the auditors' traveling expenses in the countries where the Company invested as deemed appropriate. The Board of Directors was authorized to approve the alternate certified public accountant with PricewaterhouseCoopers ABAS Limited as well as to approve the review fee of the financial statements of subsidiary, associated and joint venture companies which would be established or acquired during the year. The resolution was passed by the majority of the shareholders attending the meeting and casting their votes,
with the following voting results: | |||
Approved | 359,908,000 votes, | or | 94.0076% |
Disapprove | 22,941,533 votes, | or | 5.9923% |
Abstained | 9,800 votes, | ||
Voided Ballots | 0 vote, |
6. The Meeting approved the bonus for the 2020 performance and Board of Directors' remuneration for year 2021 as detailed below:
- The bonus amount at THB 25 million is accountable to 0.73% of 2020 dividend payment, to be allocated at the Board's discretion.
- The monthly retainer fee of THB 30,000 and the meeting allowance of THB 10,000 for each board meeting are provided to directors. The Chairman and the Vice Chairman of the Board shall receive an additional 25% and 10% remuneration both in retainer fee and meeting allowance, respectively. Any absent directors should not receive the meeting allowance.
- Remuneration of the Board' s Committees namely the Audit Committee, the Investment Committee, the Nomination and Remuneration Committee, the Corporate Governance and
Social Responsibility Committee and the Risk Oversight Committee at the same rate as approved by the Shareholders in 2020. The details of Board Committees' are as follows:
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Committee | Retainer Fee (THB) | Meeting Allowance (THB) | ||
Chairman | Member | Chairman | Member | |
Audit Committee | 25,000 | 20,000 | 25,000 | 20,000 |
Investment Committee | 25,000 | 20,000 | 25,000 | 20,000 |
Nomination and | 25,000 | 20,000 | 25,000 | 20,000 |
Remuneration Committee | ||||
Corporate Governance | - | - | 30,000 | 24,000 |
and Social Responsibility | ||||
Committee | ||||
Risk Oversight Committee | - | - | 30,000 | 24,000 |
The Chairman of each committee will receive an additional 25% of remuneration.
- No other benefits are provided to the Board of Directors and the Board Committee.
- The remuneration of any Committee newly established or revised during the year, shall be at the Board's discretion as appropriated and on responsibility of each committee.
- The President is not entitled to any Directors' remuneration.
The resolution was passed by the votes in favor exceeding two-thirds of the total votes of Shareholders attending the Meeting and having the rights to vote, with the following voting results:
Approved | 378,940,518 votes, | or | 98.9764% |
Disapprove | 3,918,595 votes, | or | 1.0235% |
Abstained | 220 votes, | ||
Voided Ballots | 0 vote, |
7. The Meeting appointed 5 directors including 2 new independent directors and 1 re-elected independent director, and 2 directors for another term by the votes in favor exceeding four-fifths of the total votes of shareholders attending the Meeting and having the rights to vote. The voting result was detailed as follows:
Directors | Number of votes of shareholders attending the meeting and | |||
and | having the right to vote | |||
Type of Directorship | ||||
Approved | Disapproved | Abstained | Voided Ballots | |
(%) | (%) | (%) | (%) | |
1) Mrs. Wannipa Bhakdibutr | 381,026,830 | 1,832,402 | 101 | 0 |
Independent Director | (99.5213) | (0.4786) | (0.0000) | (0.0000) |
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Directors | Number of votes of shareholders attending the meeting and | ||||
and | having the right to vote | ||||
Type of Directorship | |||||
Approved | Disapproved | Abstained | Voided Ballots | ||
(%) | (%) | (%) | (%) | ||
2) | Mr. Poomjai Attanun | 380,056,330 | 2,802,102 | 901 | 0 |
Independent Director | (99.2678) | (0.7318) | (0.0002) | (0.0000) | |
3) | Mr. Pasu Loharjun | 380,327,715 | 2,530,717 | 901 | 0 |
Independent Director | (99.3387) | (0.6610) | (0.0002) | (0.0000) | |
4) | Mr. Kulit Sombatsiri | 377,520,445 | 4,267,088 | 1,071,800 | 0 |
Director | (98.6055) | (1.1145) | (0.2799) | (0.0000) | |
5) | Mr. Pisut Painmanakul | 379,175,215 | 3,683,218 | 900 | 0 |
Director | (99.0377) | (0.9620) | (0.0002) | (0.0000) | |
8. Other Business
- None -
Please be informed accordingly.
Yours sincerely,
Mr. Thepparat Theppitak
President
Corporate Secretary Division
Tel. 0 2998 5020 - 27
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EGCO - Electricity Generating pcl published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2021 12:36:05 UTC.