THAI OIL (Translation)
Ref. TBK 01/0086
February 15, 2021
Subject
:Resolutions of the Board of Directors' Meeting regarding dividend payment proposal for the year 2020 and the determination of the date and agendas of 2021 Annual General Meeting of Shareholders (AGM)
To
: President of the Stock Exchange of Thailand
CC
: Secretary-General of the Securities and Exchange CommissionThe Board of Directors of Thai Oil Public Company Limited (the Company) at the meeting No.2/2021 on February 12, 2021 has passed a resolution to propose to the Annual General Meeting of Shareholders (AGM) to approve the dividend payment for the year 2020, and has passed a resolution to determine the date and agendas for 2021 AGM as follows:
1. To propose to the AGM to approve the dividend payment from the Company's operating results from January 1 to December 31, 2020 which will be paid to shareholders of total 2,040,027,873 shares at Baht 0.70 per share, totaling approximately Baht 1,428 million. The dividend will be paid from the unallocated retained earnings as of December 31, 2020, which are subject to Corporate Income Tax at the rate of 20% and 0% in the amount of Baht 0.42 and 0.28 per share, respectively.
The Board has resolved to set the Record Date to determine the shareholders who are entitled to attend and vote in the AGM and receive the dividend payment on March 1, 2021, and set the date of dividend payment on April 26, 2021.
However, the right to receive dividend is not confirmed until the approval is granted by the 2021 AGM.
2. To convene the 2021 Annual General Meeting of Shareholders (AGM) on Wednesday, April 7, 2021, at 9.00 hrs., at Bangkok Convention Center, 5th Floor, Central Plaza Department Store, Ladprao, located at 1695 Phaholyothin Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900. The Board has set the Record Date to determine the shareholders who are entitled to attend and vote in the AGM and receive the dividend payment on March 1, 2021.
3. To set the agendas for 2020 AGM as follows:
Agenda Item 1
To Acknowledge the Company's 2020 Operating Results and to Approve the Audited Financial Statements for the Year Ended December 31, 2020
Board's opinion:
After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the 2020 operating results and to approve the audited financial statements for the year ended December 31, 2020 which were audited and certified by the Auditor and reviewed by the Audit Committee that they were accurate.
To Approve the Dividend Payment for the Company's 2020 Operating Results
Board's opinion:
After due consideration, the Board found it appropriate to propose to the AGM to approve the dividend payment from the Company's operating results from January 1 to December 31, 2020 as detailed in No. 1.
Agenda Item 3
To Approve the 2021 Remuneration for the Company's Directors
Board's opinion:
After due consideration, the Board has agreed with the proposal of Nomination and Remuneration Committee and found it appropriate to propose to the AGM to approve the Remuneration for the Company's Directors as detailed in the below table. The Nomination and Remuneration Committee has come up with the proposal after carefully considered the appropriateness of the remuneration by taking into account various related factors and criteria.
Types of Remuneration | Year 2021 (Current Proposal) | Year 2020 |
1. Retainer Fee for Board of Directors 1.1 Monthly Fee
| 62,500 Baht/Month 56,250 Baht/Month 50,000 Baht/Month | 62,500 Baht/Month 56,250 Baht/Month 50,000 Baht/Month |
1.2 Per attendance Fee (only actual attendance)
| 50,000 Baht/Meeting 45,000 Baht/Meeting 40,000 Baht/Meeting | 50,000 Baht/Meeting 45,000 Baht/Meeting 40,000 Baht/Meeting |
2. Retainer Fee for Board Committees [Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee and other committees (if any)] Per attendance Fee (only actual attendance) - Chairman of the Committee (1) - Director of the Committee | 56,250 Baht/Meeting 45,000 Baht/Meeting | 56,250 Baht/Meeting 45,000 Baht/Meeting |
3. Annual Bonus | No Bonus Payment | Baht 25 million |
4. Other Remuneration | -None- | -None- |
Remark:
(1) The Remuneration for the Chairman of the Board and the Chairman of the Board
Committees shall be 25% higher than the Director. The Remuneration for the Vice Chairman (if appointed) shall be 12.5% higher than the Director.
To Approve the 2021 Annual Appointment of Auditors and Determination of their Remuneration
Board's opinion:
After due consideration, with recommendation from the Audit Committee, the Board found it appropriate to propose to the AGM to appoint auditors from PricewaterhouseCoopers ABAS Ltd., which is the same auditor with subsidiaries company, whereby one of the following auditors may be appointed as the auditor of the Company for 2021.
1. Mr. Boonrueng Lerdwiseswit
2. Mr. Kan Tanthawirat
3. Mr. Pongthavee RatanakosesCertified Public Accountant Registration No.6552 Auditing during the past 7 years: 2 years or Certified Public Accountant Registration No.10456 Auditing during the past 7 years: -None- or Certified Public Accountant Registration No.7795 Auditing during the past 7 years: -None-
The Board also found it appropriate to propose to the AGM to approve the remuneration of auditors for 2021 annually and quarterly review which is illustrated in the table below:
Types of Fees | Year 2021 (Current Proposal) | Year 2020 |
Audit Fee - Annual audit fee and quarterly review fee | 1,753,800 Baht | 1,753,800 Baht |
- Other expenses which cover miscellaneous expenses during work period such as traveling, telephone, documentation and facsimile expenses, etc. | per actual but not exceeding 8% of audit fee | per actual but not exceeding 8% of audit fee |
Agenda Item 5
To Approve the Appointment of New Directors in Replacement of those who complete their terms by rotation in 2021
Board's opinion :
After due consideration, the Board, excluding the Directors who have interests in this matter, was carefully considered and agreed with the Nomination and Remuneration Committee's proposal and found it appropriate to propose to the AGM to consider the appointment of new directors in replacement of those who complete their terms by rotation in 2021 as follows:
(1) Prof. Dr. Supot Teachavorasinskun Re-elected as (Independent) Director
(2) Mr. Wirat Uanarumit Re-elected as Director
(3) Dr. Prasert Sinsukprasert Elected as Director in replacement of Ms. Chularat Suteethorn who completed the term
(4) Asso. Prof. Dr. Pasu DecharinRe-elected as (Independent) Director
(5) Dr. Sompop Pattanariyankool
Elected as Director in replacement of Mr. Praphon Wongtharua who completed the term
Accordingly, the Board of Directors will be comprised of
(1) Prof. Dr. Supot Teachavorasinskun
(2)Pol. Gen. Aek Angsananont
(3) Assoc. Prof. Dr. Pasu Decharin
(4) Mr. Praphaisith Tankeyura
(5) Mr. Plakorn Wanglee
(6) ACM Suttipong Inseeyong
(7) Dr. Buranin Rattanasombat
(8) Dr. Prasert Sinsukprasert
(9) Gen. Kukiat Srinaka
(10) Ms. Pannalin MahawongtikulIndependent Director / Chairman of the Board
Independent Director / Chairman of the Audit Committee / Chairman of the Corporate Governance Committee
Independent Director
Independent Director /
Member of the Audit Committee
Independent Director /
Member of the Audit Committee
Independent Director / Chairman of the Nomination and Remuneration Committee
Director / Member of the Nomination and Remuneration Committee
Director
Independent Director / Member of the Corporate Governance Committee
Director / Member of the Risk Management Committee
(11) Dr. Sompop Pattanariyankool Director
(12) Mr. Terdkiat Prommool Director
(13) Ms. Duangporn Thiengwatanatham Director
(14) Mr. Wirat Uanarumit
Director / Member of the Risk Management Committee / Chief Executive Officer and President
Agenda Item 6
Others (if any)
Please be informed accordingly.
Corporate Secretary and Governance Section
Tel 02 - 299 - 0000 ext. 43320, 43322, 43323, 43326 Fax 02-797-2973
Yours truly,
Thai Oil Public Company Limited
-------------------
Mr. Wirat Uanarumit
Chief Executive Officer and President
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Thai Oil pcl published this content on 15 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2021 01:30:00 UTC.
