Electricity Generating Public : 17 June 2020 Shareholders Annual General Meeting for Year 2020

No. EGCO 110/468

Date: June 17, 2020

Attention: President of the Stock Exchange of Thailand Subject: Shareholders Annual General Meeting for Year 2020

Attachment: Measures and Practices for Shareholders' 2020 Annual General Meeting under the

Coronavirus Disease 2019 (COVID-19) Outbreak

The Board of Directors of the Electricity Generating Public Company Limited (EGCO) in the meeting no. 8/2020, held on June 17, 2020, passed the following resolutions:

• 1. To call the Shareholders' 2020 Annual General Meeting on July 20, 2020 at 2.00 p.m. at Vibhavadee Ballroom, Centara Grand at Central Plaza Ladprao Bangkok Hotel, 1695 Phaholyothin Road, Chatuchak, Bangkok.

• 2. To determine the Shareholders' rights to attend the Shareholders' meeting on July 1, 2020 as the Record Date for the right to attend the Shareholders' General Meeting.

• 3. To set the agenda for the Shareholders' 2020 Annual General Meeting as follows:

  • 3.1 To consider and approve the minutes of the Shareholders' 2019 Annual General Meeting held on April 18, 2019.

    Board of Directors' Opinion: The minutes of meeting are accurate and complete. The Shareholders' Annual General Meeting should approve the minutes of the Shareholders' 2019 Annual General Meeting.

  • 3.2 To consider and acknowledge the Company's performance for year 2019

    Board of Directors' Opinion: The Company's performance is satisfactory. The Shareholders' Annual General Meeting should acknowledge the Company's performance for year 2019 and the future's action plans.

  • 3.3 To consider and approve the financial statements as at December 31, 2019

    Board of Directors' Opinion: The 2019 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, 2019.

  • 3.4 To consider and approve the omission of additional dividend payment from operating results of 2019 and acknowledge the interim dividend payment

    Board of Directors' Opinion: The Shareholders' Annual General Meeting should acknowledge the interim dividend payment for the first half-year operation of 2019 in the amount of THB 3.25 paid on September 16, 2019 and the interim dividend payment for the second 1/4

half-year of 2019 in the amount of THB 3.25 paid on April 23, 2020. The total dividend payment was made in 2019 was THB 6.50 per share, totaling THB 3,422 million. Also, the Shareholders' Annual General Meeting should approve the cancellation of the additional dividend payment from 2019 operating results.

• 3.5 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 PricewaterhouseCoopers ABAS Limited ("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 2020 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.

• 3.6 To consider and determine the directors' remuneration

  Board of Directors' Opinion: The Shareholders' Annual General Meeting should determine the bonus for the 2019 performance and the directors' remuneration for year 2020 at the same rate as 2019's as follows:

  • ▪ The bonus amount should be at THB 25 million, representing 0.73% of the 2019 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, Investment Committee, Nomination and Remuneration Committee, Corporate Governance and Social Responsibility Committee, would be the same as in 2019. The remuneration of the Risk Oversight Committee, established by the Board of Directors in its meeting no. 9/2019 with effect on September 20, 2019, would be similar to the Corporate Governance and Social Responsibility Committee. 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.

3.7 To consider and elect directors to replace the retiring directors

Board of Directors' Opinion: The Shareholders' Annual General Meeting should consider re-electing five retiring directors for another term namely,

1. Mr. Anya Khanthavit	Independent	Director
2. Mr. Paisan Mahapunnaporn	Independent	Director
3. Mr. Toshiro Kudama	Director
4. Mr. Tomoyuki Ochiai	Director
5. Mr. Naoki Tsutsumi	Director

Mr. Anya Khanthavit and Mr. Paisan Mahapunnaporn have the qualifications that meet the Company's definition of independent director.

3.8 To consider and approve the amendment and inclusion of the Memorandum of Association no. 3 (Company's objective)

Board of Directors' Opinion: After due consideration, the Board endorsed for the shareholders' approval the amendment of the Company's objective no. 6 and the inclusion of the Company's objective no. 63 in order to be in accordance with the Company's vision and business plan to invest and acquire new businesses. The amendment of the Company's objective no. 6 and the inclusion of the Company's objective no. 63 are detailed as follows:

3.8.1 To consider and approve the amendment of the Company's objective no.6

Item	Existing	Amended
6.	To invest in any business with objectives and operation similar to, or related to, or consequential to the objectives of the company, by any means; or to invest in	To invest in any business, by any means; or to invest in securities, bonds and other types of security; or to enter into a business participation or a joint venture

Item	Existing	Amended
securities or other types of security; or to enter into a business participation or a joint venture with any other persons or accept any other persons into the common undertaking or joint venture; or to become a partner with limited liability of any limited partnership or to become a shareholder of any limited or public company limited	with any other persons or accept any other persons into the common undertaking or joint venture; or to become a partner with limited liability of any limited partnership or to become a shareholder of any limited or public company limited

3.8.2

To consider and approve the inclusion of the Company's new objective

Item

New Objective

63.

To engage in business related to establishment and operation of industrial estate, industrial park, industrial district, industrial promotion zone or any industrial development area in order to serve owner of any industrial factory which includes to design, undertake construction work, distribute, hire purchase, rent out, allocate, sell and provide service which is related to such business inclusive of any utility service, e.g. water supply, wastewater treatment, electricity, chiller, security, facility system management, cleanliness and waste and pollution management.

3.9 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.

Please be informed accordingly.

Yours sincerely,

Gumpanart Bumroonggit

Senior Executive Vice President - Strategy & Asset Management and Acting President

Corporate Secretary Division Tel. [phone]

Attachment

Measures and Practices for Shareholders' 2020 Annual General Meeting under the Coronavirus

Disease 2019 ("COVID-19") Outbreak

Due to the situation of COVID-19 outbreak, the Company is obliged to arrange the Shareholders'

2020 Annual General Meeting under a strict implementation of COVID-19 preventive and screening measures and practices despite improvement in the situation in order to prevent new wave of outbreak. These measures and practices are meant to follow relevant laws and regulations issued by the government sector and to maintain Shareholders' health and well-being throughout the meeting. Please thoroughly read, comprehend and strictly follow the following:

1. The Company strongly advises Shareholders to grant a proxy to Independent Directors instead of participating in person by completing the Proxy Form attached with this document package or available on the Company's website. Shareholders can either send the Proxy Form to the Company by attaching required documents (Attachment # 5) using a business reply envelope provided (no stamp required) or send to the email:[e-mail] with required documents.

2. The Company shall provide the Live Broadcast System: only the Shareholders who are listed in the Record Date as of July 1, 2020 are permitted to access the Live Broadcast System via the Company's website(https://app.inventech.co.th/EGCO_AGM/). Shareholder's registration number or ID card number is required for Live Broadcast's registration.

• 3. The Company sincerely encourages Shareholders to send question(s) in advance by submitting the question(s) together with Shareholder's name and surname to following channels:

  • 3.1 Email:[e-mail]

  • 3.2 Microsoft Forms by scanning the QR Code in Attachment # 2

  • 3.3 The Company shall answer the advance questions on any agendas in the meeting by considering the meeting's length. Additionally, the Company will answer the question received during the meeting in the Attachment of Minutes of Meeting of Shareholders 2020 Annual General Meeting

• 4. Shareholders who are willing to participate the meeting in person, please kindly strictly proceed pursuant to the following measures and practices:

  • 4.1 Complete the Participation Form for 2020 Annual General Meeting (Attachment # 8) and send to the Company via a business reply envelope provided (no stamp required) or send to email:[e-mail] before July 16, 2020

  • 4.2 Complete COVID-19 Screening Form as Attachment # 9 before participating the meeting (any forms of intention to cover up or give false information is subjected to penalty pursuant to the Communicable Disease Act, B.E. 2558) Shareholders are required to pass the screening point

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