No. EGCO 110/075

Date: February 25, 2021

Attn: President of the Stock Exchange of Thailand

Subject: Dividend payment and the Shareholders Annual General Meeting for Year 2021

The Board of Directors of the Electricity Generating Public Company Limited (EGCO) in the meeting no. 3/2021, held on February 25, 2021, passed the following resolutions:

  • 1. To propose to the Shareholders' 2021 Annual General Meeting to consider the final dividend payment from the second-half-year operation of the year 2020 at THB 3.50 per share. The details of dividend payment are as follows:

    • Dividend payment of THB 2.40 per share is paid from the net profits liable to 20% corporate income tax whereby individual shareholders shall be entitled to a tax credit.

    • Dividend payment of THB 0.16 per share is paid from the net profits liable to 10% corporate income tax whereby individual shareholders shall be entitled to a tax credit.

    • Dividend payment of THB 0.94 per share is paid from the net profits exempt from corporate income tax whereby individual shareholders shall not be entitled to a tax credit.

    When including the interim dividend for the first-half-year operation of the year 2020 at THB 3.00 per share which was paid on September 17, 2020, the dividend for the operating results from January 1 to December 31, 2020 will total THB 6.50 per share.

  • 2. To call the Shareholders' 2021 Annual General Meeting on April 19, 2021 at 2.00 p.m. at Vibhavadee Ballroom, Centara Grand at Central Plaza Ladprao Bangkok Hotel, 1695 Phaholyothin Road, Chatuchak, Bangkok.

  • 3. To determine the Shareholders' rights to attend the Shareholders' meeting and to receive the dividend as follows:

    • 3.1 March 11, 2021 is the Record Date for the right to attend the Shareholders' General Meeting and receive the dividend.

    • 3.2 April 27, 2021 is the dividend payment date, after obtaining the approval from the Shareholders in 2021 Annual General Meeting.

  • 4. To set the agenda for the Shareholders' 2021 Annual General Meeting as follows:

    4.1 To consider and approve the minutes of the Shareholders' 2020 Annual General Meeting held on July 20, 2020.

Board of Directors' Opinion: The minutes of meeting are accurate and complete. The Shareholders' Annual General Meeting should approve the minutes of the Shareholders' 2020 Annual General Meeting.

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  • 4.2 To consider and acknowledge the Company's performance for year 2020

    Board of Directors' Opinion: The Company's performance is satisfactory. The Shareholders' Annual General Meeting should acknowledge the Company's performance for year 2020 and the future's action plans.

  • 4.3 To consider and approve the financial statements as at December 31, 2020

    Board of Directors' Opinion: The 2020 financial statements have been audited and reviewed by the Auditor and the Audit Committee. The Shareholders' Annual General Meeting should approve the financial statements as at December 31, 2020.

  • 4.4 To consider and approve the appropriation of net profit and the payment of dividend

    Board of Directors' Opinion: The Shareholders' Annual General Meeting should acknowledge the payment of interim dividend for the first half-year operation of 2020 in the amount of THB 3.00 paid on September 17, 2020. Also, the Shareholders' Annual General Meeting should approve the appropriation of the net profit and the final dividend for the second-half year operation of 2020 at THB 3.50 per share to be paid on April 27, 2021 after the approval by the Shareholders.

  • 4.5 To consider the appointment of the auditors and determine the audit fee

    Board of Directors' Opinion: The Shareholders' Annual General Meeting should consider the following:

    • To appoint 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 PwC to be the Company's auditors, anyone being authorized to conduct the audit and express the opinions on the financial statements of the Company with the audit fee for Year 2021 of not exceeding THB 3,522,400 and out-of-pocket expenses for audit in Thailand of not exceeding THB 175,000. The Company shall also be responsible for the auditors' traveling expenses in the countries where the Company invests as deemed appropriate.

    • To authorize the Board of Directors to appoint alternate certified public accountants with PwC in case of absence of the three auditors as stated above.

    • To authorize the Board of Directors to consider and approve the review fee of the financial statements of subsidiaries, associated companies and joint venture companies which are established or acquired during the year.

  • 4.6 To consider and determine the directors' remuneration

    Board of Directors' Opinion: The Shareholders' Annual General Meeting should determine the bonus for the 2020 performance and the directors' remuneration for year 2021 at the same rate as 2020's as follows:

    • The bonus amount should be at THB 25 million, representing 0.73% of the 2020 dividend, and to be allocated at the Board's discretion.

  • The Directors' fee and meeting allowance should be at THB 30,000 per month and

    THB 10,000 per time, respectively. The Chairman and Vice Chairman of the Board would receive 25% and 10% additional remuneration for both retainer fee and meeting allowance. Any absent directors would not receive the meeting allowance.

  • The remuneration of Board's sub-committees, namely Audit Committee, Risk Oversight Committee, Investment Committee, Nomination and Remuneration Committee, Corporate Governance and Social Responsibility Committee, would be the same as in 2020. The details were as follows:

    Committee

    Retainer Fee

    (THB)

    Meeting Allowance

    (THB)

    Audit Committee

    20,000

    20,000

    Investment Committee

    20,000

    20,000

    Nomination and Remuneration Committee

    20,000

    20,000

    Corporate Governance and Social Responsibility Committee

    -

    24,000

    Risk Oversight Committee

    -

    24,000

    The Chairman of each Sub-Committee would receive 25% additional remuneration for both retainer fee and meeting allowance.

  • The shareholders should authorize the Board of Directors to approve remuneration for the committees which are established or change during the year.

  • 4.7 To consider and elect directors to replace the retiring directors

    Board of Directors' Opinion: The Shareholders' Annual General Meeting should consider electing five directors to replace the retiring one as follows:

    • To be re-elected for another term

      • 1. Mr. Pasu loharjun independent director

      • 2. Mr. Kulit Sombatsiri director

      • 3. Mr. Pisut Painmanakul director

    • To be elected as new independent directors

      • 1. Mrs. Wannipa Bhukdibutr independent director

      • 2. Mr. Poomjai Attanun independent director

      Mr. Pasu loharjun, Mrs. Wannipa Bhukdibutr and Mr. Poomjai Attanun have the qualifications that meet the Company's definition of independent director.

  • 4.8 To consider other matters (if any)

    Board of Directors' Opinion: The Board of Directors agreed to include this agenda item to encourage the Shareholders who intend to propose the other matters besides the above agenda items.

As such, due to the situation of Coronavirus Disease 2019 (COVID-19) Pandemic, EGCO has prescribed COVID-19 preventive Measures and Practices for Shareholders' Annual General Meeting ("AGM") to be distributed to all Shareholders together with the AGM notice and on the Company's website. Additionally, should the situation changes or there are governmental sectors' additional measures regarding AGM arrangement, EGCO shall inform the Shareholders of any changes via AGM notice, the Company's website, and other channels as appropriated.

Please be informed accordingly.

Yours sincerely,

Thepparat Theppitak President

Corporate Secretary Division Tel. 0 2998 5020-26

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EGCO - Electricity Generating pcl published this content on 25 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2021 01:15:01 UTC.