(Translation) | ||
Ref. TBK 01/0344 | ||
June 10, 2020 | ||
Subject: | Resolutions of the 2020 Annual General Meeting of Shareholders | |
To | : | President of the Stock Exchange of Thailand |
- : Secretary-General of the Securities and Exchange Commission Dear Sir,
Thai Oil Public Company Limited (the "Company") would like to report the resolutions of the 2020 Annual General Meeting of Shareholders held on Wednesday, June 10, 2020, 14.00 hrs. at the Synergy Hall and meeting rooms nearby, 555/3 Energy Complex Building C, 5th- 6th Floor, Vibhavadi Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900. The Meeting resolved as follows:
Agenda Item 1 To Acknowledge the Company's 2019 Operating Results and to Approve the Audited Financial Statements for the Year Ended December 31, 2019
ResolutionThe Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved to acknowledge the Company's 2019 operating results and to approve the audited financial statements for the year ended December 31, 2019 with the following votes:
Approved | 1,541,848,903 | votes, | or | 100 % |
Disapproved | 0 | votes, | or | 0 % |
Abstained | 2,752,200 | votes | ||
Voided Ballots | 1,600 | votes |
Agenda Item 2 To Approve No Additional Dividend Payment for the Company's 2019 Operating Results and to Acknowledge the 2019 Interim Payments
ResolutionThe Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved as follow:
- Approved no additional dividend payment for the Company's operating results from January 1 to December 31, 2019.
- Acknowledged the two (2) interim dividend payments approved by the Board of Directors as follows. The first payment was approved on August 30, 2019 for the first six (6) months of the year 2019 at the rate of Baht 1.00 per share, totaling approximately Baht 2,040 million, which was paid to the shareholders on September 27, 2019. The second payment was approved on March 30, 2020 for the latter six (6) months of the year 2019 in replacement of the annual dividend
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payment to avoid the impact on Shareholders following the postponement of 2020 AGM, at the rate of Baht 0.50 per share, totaling approximately Baht 1,020 million, which was paid to the shareholders on April 21, 2020
The resolution comprised the following votes: | |||||
Approved | 1,543,268,703 | votes, | or | 99.9998 % | |
Disapproved | 3,700 | votes, | or | 0.0002 % | |
Abstained | 1,333,600 | votes | |||
Voided Ballots | 0 | votes | |||
Agenda Item 3 | To Approve the 2020 Remuneration for the Company's Directors | ||||
Resolution | The Meeting, by the number of votes of not less than two-thirds (2/3) | ||||
of the total number of votes of the shareholders attending the meeting | |||||
and have the right to vote, resolved to approve the 2020 Remuneration | |||||
for the Company's Directors as follows: |
1. Retainer Fee for Board of Directors 1.1 Fixed Retainer Fee
- | Chairman | 62,500 Baht / Month |
- | Vice Chairman (if appointed) | 56,250 Baht / Month |
- | Director | 50,000 Baht / Month |
1.2 Meeting Allowance (only actual attendance)
- | Chairman | 50,000 Baht / Meeting |
- | Vice Chairman (if appointed) | 45,000 Baht / Meeting |
- | Director | 40,000 Baht / Meeting |
2. Retainer Fee for Board-Committees
[Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee , Risk Management Committee and other Board-Committees (if any)]
Meeting Allowance (only actual attendance) - Chairman of the Committee
- Director of the Committee
3. Bonus
The Bonus for the 2019 operating results shall be paid to the Directors who served the Company in 2019, including those who completed the term or retired during 2019, allocated based on the term of each Director. The Chairman of the Board shall receive 25% higher bonus than Director.
4. Other Remuneration | -None- |
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The resolution comprised the following votes: | ||||||
Approved | 1,527,889,463 | votes, | or | 98.9176 % | ||
Disapproved | 15,349,740 | votes, | or | 0.9938 % | ||
Abstained | 1,369,000 | votes | or | 0.0886 % | ||
Voided Ballots | 0 | votes | or | 0 % | ||
Agenda Item 4 | To Approve | the 2020 Annual Appointment | of | Auditors and | ||
Determination of their Remuneration | ||||||
Resolution | The Meeting, by the majority votes of the shareholders who attended | |||||
the meeting and casted their votes, resolved to approve the appointment | ||||||
of auditors from PricewaterhouseCoopers ABAS Ltd., as the | ||||||
Company's auditors in 2020. One of the following auditors may audit | ||||||
and provide opinions on the Company's 2020 financial statements | ||||||
1. Mr. Boonrueng Lerdwiseswit | ||||||
Certified Public Accountant Registration No.6552 | or | |||||
2. Ms. Amornrat Pearmpoonvatanasuk | ||||||
Certified Public Accountant Registration No.4599 | or |
3. Mr. Pongthavee Ratanakoses
Certified Public Accountant Registration No.7795
The Meeting also resolved to approve the 2020 auditor's remuneration as follows.
- Total audit fee for annual audit and quarterly review in amount of Baht 1,753,800.
- Other expenses which cover miscellaneous expenses during work period such as travelling, documentation and facsimile expenses, etc. per actual but not exceeding 8% of audit fee.
The resolution comprised the following votes:
Approved | 1,382,865,321 | votes, | or | 89.6541 % |
Disapproved | 159,580,682 | votes, | or | 10.3459 % |
Abstained | 2,163,200 | votes | ||
Voided Ballots | 0 | votes |
Agenda Item 5 To Approve the Appointment of New Directors in Replacement of those who complete their terms by rotation in 2020
ResolutionThe Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved to approve the appointment of the following persons as the Company directors
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- Pol. Gen. Aek Angsananont , re-elected as (Independent) Director with the following votes:
Approved | 1,541,558,812 | votes, | or | 99.8901 % |
Disapproved | 1,695,492 | votes, | or | 0.1099 % |
Abstained | 1,357,500 | votes | ||
Voided Ballots | 0 | votes |
- Mr. Yongyut Jantararotai, re-elected as Director with the following votes:
Approved | 1,519,356,492 | votes, | or | 98.4511 % |
Disapproved | 23,904,012 | votes, | or | 1.5489 % |
Abstained | 1,351,300 | votes | ||
Voided Ballots | 0 | votes |
- ACM Suttipong Inseeyong, re-elected as (Independent) Director with the following votes:
Approved | 1,529,354,272 | votes, | or | 99.0993 % |
Disapproved | 13,900,232 | votes, | or | 0.9007 % |
Abstained | 1,357,300 | votes | ||
Voided Ballots | 0 | votes |
- Ms. Phannalin Mahawongtikul, re-elected as Director with the following votes:
Approved | 1,519,356,692 | votes, | or | 98.4511 % |
Disapproved | 23,902,912 | votes, | or | 1.5489 % |
Abstained | 1,352,200 | votes | ||
Voided Ballots | 0 | votes |
- Mr. Praphaisith Tankeyura, elected as (Independent) Director with the following votes:
Approved | 1,543,133,212 | votes, | or | 99.9921 % |
Disapproved | 121,292 | votes, | or | 0.0079 % |
Abstained | 1,357,300 | votes | ||
Voided Ballots | 0 | votes |
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Agenda Item 6 To Approve the additional amount of debentures to be issued and offered to sell by the Company
ResolutionThe Meeting, by the number of votes of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the rights to vote, resolved to approve the additional amount of debentures to be issued and offered to sell by the Company to domestic and foreign investors of not greater than USD 2,000 million or its equivalence (calculating from foreign currency rates at the debenture issuance date), to be carried out within the year 2025. The capital obtained from the issuance of additional debenture shall be for the proposes of long-term investments, business expansion, debt repayment, working capital, loan management and/or other related purposes considered as necessary for the Company. Details and conditions of the issuance and offer to sell of the aforementioned debentures shall be proposed to the Board of Directors for approval on case by case basis.
The resolution excluding the votes of interested shareholders, | |||||
comprised the following votes: | |||||
Approved | 1,530,510,282 | votes, | or | 99.0870 % | |
Disapproved | 12,728,822 | votes, | or | 0.8241 % | |
Abstained | 1,372,700 | votes | or | 0.0889 % | |
Voided Ballots | 0 | votes | or | 0 % | |
Agenda Item 7 | Others | ||||
None |
Yours truly,
Thai Oil Public Company Limited
-----------------
Mr. Wirat Uanarumit
Chief Executive Officer and President
Corporate Secretary and Governance Section
Tel 02 299 0000 ext. 7310, 7312 - 7315
Fax 02 797 2973
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Thai Oil pcl published this content on 10 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2020 11:12:04 UTC