-Translation-
Pres. 072 / 2021
31 March 2021 | |
Subject | Resolutions of the 2021 Annual General Meeting of Shareholders |
To | President |
The Stock Exchange of Thailand |
IRPC Public Company Limited "the Company" held the 2021 Annual General Meeting of Shareholders "AGM" on 31 March 2021 at 9.30 hrs. at Bangkok Convention Center, 5th Floor Central Plaza Ladprao ( Plaza Zone) , at 1695 Phaholyothin Road, Chatuchak, Bangkok 10900. The shareholders' resolutions are as follows:
1. Acknowledged the Company's 2020 operating results and approved the Company's 2020 financial statements by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:
Approved | 12,519,945,066 | Votes, | or | 100.00 | Percent |
Disapproved | 322,200 | Votes, | or | 0.00 | Percent |
Abstained | 10,934,100 | Votes | |||
Invalid | 0 | Votes |
2. Approved the dividend payment of the Company's 2020 operating results at the rate of 0.06 Baht per share, amounted to approximately 1,226 million Baht. The dividend shall be paid as follows:
- The 0.01 Baht per share is paid from the tax exemption' s retained earnings according to Board of Investment (BOI)'s privilege; therefore, individual shareholders are not subject to withholding tax and are not entitled to tax credit for this portion.
- The 0.05 Baht per share is paid from the retained earnings which was not subject to corporate income tax; therefore, individual shareholders are subjected to 10% withholding tax, and are not entitled to tax credit for this portion.
The dividends will be paid on April 20, 2021 to rightful shareholders whose names were recorded on February 24, 2021.
The shareholders' meeting passed the above resolutions by a majority vote of the
shareholders who were present at the meeting and cast their votes as follows: | ||||
Approved | 12,527,548,187 | Votes, | or | 99.98 percent |
Disapproved | 1,947,500 | Votes, | or | 0.02 Percent |
Abstained | 1,997,400 | Votes | ||
Voided Ballot | 0 | Vote | ||
3. Approved the appointment of auditors with the auditor's fee of 2021 as | follows: |
3.1 Appointed auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (Deloitte) as the Company's auditor for 2021 and for the third consecutive year. The auditors' names are as follows:
(1) | Mr. Mongkol Somphol | CPA No. 8444, or |
(Being the signature on the Company's financial statements for 2 years since 2019) | ||
(2) | Mr. Kiatniyom Kuntisook | CPA No. 4800, or |
(Never being a signature on the Company's financial statements) | ||
(3) | Mr. Wonlop Vilaivaravit | CPA No. 6797 |
(Never being a signature on the Company's financial statements) |
3.2 Approved the auditor' s fee of 2021 at 3,100,000 Baht ( the same as for 2020) ; excluding miscellaneous expenses, travelling expenses, etc., which shall not exceed 120,000 Baht as a general practice.
The shareholders' meeting passed the above resolutions by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:
Approved | 12,509,202,412 | Votes, | or | 99.84 | Percent |
Disapproved | 20,451,875 | Votes, | or | 0.16 | Percent |
Abstained | 2,554,400 | Votes | |||
Invalid | 0 | Vote |
4. Approved the board of directors' remunerations for 2021 as follows:
4.1 Monthly fee and meeting allowance for 2021.
Approved a monthly fee and a meeting allowance of directors' remuneration for 2021 at
the same rate as for 2020 as per the following details:
2/5
(1) | Board of directors: Consisting of 15 directors. The monthly fee and the meeting | |||
allowance will be paid as follows: | ||||
Monthly Fee | Meeting Allowance | Other Benefits | ||
(per attendance) | ||||
Chairman | Baht 60,000 | Baht 60,000 | None | |
Director | Baht 45,000 | Baht 45,000 | None | |
(2) | Sub- committees: | Consisting of Audit Committee, Nomination and Remuneration |
Committee, Corporate Governance Committee, and Risk Management Committee, including other sub- committees, which may be later appointed. The meeting allowance for Sub-committees will be paid as follows:
Monthly Fee | Meeting Allowance | Other Benefits | |
(per attendance) | |||
Chairman of the | None | Baht 60,000 | None |
Sub-committee | |||
Director | None | Baht 45,000 | None |
4.2 Directors' Bonus for the 2020 performance.
Approved no bonus paymentfor the performance of the year 2020 to the Directors. The shareholders' meeting passed the above resolutions by a majority vote, which was not less than two-thirds (2/3) of the total number of votes of the shareholders who were present at the meeting as follows:
Approved | 12,529,179,787 | Votes, | or | 99.98 | Percent |
Disapproved | 2,504,700 | Votes, | or | 0.02 | Percent |
Abstained | 621,700 | Votes | or | 0.00 | Percent |
Invalid | 0 | Votes | or | 0.00 | Percent |
5. Approved the election and re-elected of 6 directors in replacement of those who were due to retire by rotation.
The shareholders' meeting passed the above resolutions by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:
3/5
5.1 Asst. Prof. Dr. Chaiyaporn Puprasert- Elected as an Independent Director.
(In replacement of Mr. Nuttachat Charuchinda)
Approved | 12,528,936,206 | Votes, | or | 99.99 | Percent |
Disapproved | 1,057,200 | Votes, | or | 0.01 | Percent |
Abstained | 2,372,100 | Votes | |||
Invalid | 0 | Votes |
5.2 Mr. Supot Laosuarpha- Elected as a Director.
(In replacement of Mr. Charcrie Buranakanonda)
Approved | 12,393,719,796 | Votes, | or | 98.92 | Percent |
Disapproved | 135,774,910 | Votes, | or | 1.08 | Percent |
Abstained | 2,870,800 | Votes | |||
Invalid | 0 | Votes | |||
5.3 Mr. Wattanapong Kurovat- Re-elected as a Director for another term. | |||||
Approved | 12,491,227,741 | Votes, | or | 99.69 Percent | |
Disapproved | 38,899,665 | Votes, | or | 0.31 | Percent |
Abstained | 2,238,100 | Votes | |||
Invalid | 0 | Votes | |||
5.4 Miss Peangpanor Boonklum- Re-elected as a Director for another term. | |||||
Approved | 12,491,296,441 | Votes, | or | 99.69 Percent | |
Disapproved | 38,626,265 | Votes, | or | 0.31 Percent | |
Abstained | 2,442,800 | Votes | |||
Invalid | 0 | Votes | |||
5.5 Mr. Noppadol Pinsupa- Re-elected as a Director for another term. | |||||
Approved | 12,491,124,741 | Votes, | or | 99.69 Percent | |
Disapproved | 38,859,665 | Votes, | or | 0.31 Percent | |
Abstained | 2,381,100 | Votes | |||
Invalid | 0 | Votes |
4/5
5.6 Mr. Chawalit Tippawanich- Re-elected as a Director for another term.
Approved | 12,505,724,906 | Votes, | or | 99.81 | Percent |
Disapproved | 24,403,800 | Votes, | or | 0.19 | Percent |
Abstained | 2,236,800 | Votes | |||
Invalid | 0 | Votes |
6. Approve the 5 year external fund raising plan (2021 - 2025) to be used for investment, and / or refinancing, and / or working capital. The fund raising can be in the form of loans from financial institutions, and / or debentures, and / or other securities from domestic and/or international sources in Baht or USD currency equivalent to 50,000 million Baht over the five years period (2021-2025).
The shareholders' meeting passed the above resolutions by not less than three-fourths (3/4) of the total number of votes of the shareholders who were present at the meeting and eligible
to vote as follows: | |||||
Approved | 12,470,660,420 | Votes, | or | 99.51 | Percent |
Disapproved | 57,639,057 | Votes, | or | 0.46 | Percent |
Abstained | 4,096,800 | Votes | or | 0.03 | Percent |
Invalid | 0 | Votes | or | 0.00 | Percent |
Please be informed accordingly.
Yours sincerely,
-Chawalit Tippawanich- (Mr. Chawalit Tippawanich) President and Chief Executive Officer
Corporate Governance
Tel: 0-2765-7383
Fax: 0-2765-7999
Attachments
- Original document
- Permalink
Disclaimer
IRPC pcl published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 10:37:04 UTC.