08 Jun 2020 17:36:00
2020 Annual General Meeting of Shareholders and Record Date
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 08-Jun-2020 Shareholder's meeting date : 10-Jul-2020 Beginning time of meeting (h:mm) : 10 : 00 Record date for the right to attend the : 22-Jun-2020 meeting Ex-meeting date : 19-Jun-2020 Significant agenda item : - Omitted dividend payment Venue of the meeting : The Landmark Bangkok, Ballroom, 7th Floor, No. 138 Sukhumvit Road, Bangkok 10110 Remark : No. Esso/SET/008/63 June 8, 2020 Subject: 2020 Annual General Meeting of Shareholders and Record Date To: President of the Stock Exchange of Thailand Encl: Guidelines for attending the 2020 Annual General Meeting of Shareholders Dear Sir, Esso (Thailand) Public Company Limited ("Company") would like to notify the Stock Exchange of Thailand that the 2020 Annual General Meeting of Shareholders ("2020 AGM") will be held on Friday, July 10, 2020 at 10.00 hours at The Landmark Bangkok, Ballroom, 7th Floor, No. 138 Sukhumvit Road, Bangkok, 10110 and the Record Date to determine the names of shareholders entitled to attend the 2020 Annual General Meeting of Shareholders will be June 22, 2020. The agenda items to be considered the 2020 AGM shall be as approved by the Board at the Board's Meeting No. 2/2020 held on February 24, 2020 as follows: Agenda Item 1. To certify the Minutes of the 2019 Annual General Meeting of Shareholders Board's opinion: The Minutes of the 2019 Annual General Meeting of Shareholders should be presented at the shareholders' meeting for their certification. Agenda Item 2. To acknowledge the report of the board of directors regarding business operations during the past year including the annual report proposed to the meeting and approve the Statement of Financial Position and Statement of Comprehensive Income including the report of the auditor Board's opinion: The report of the board of directors regarding business operations during the past year including the annual report at the Board of Directors' meeting should be presented at the shareholders' meeting for acknowledgement and the Board opined that the Statement of Financial Position and Statement of Comprehensive Income audited by the Company's auditor and reviewed by the Audit Committee should be presented at the shareholders' meeting for their approval. Agenda Item 3. To consider and approve the allocation of profit and dividend payments Board's opinion: As the Company incurred a net loss for the full year 2019, the shareholders should approve the recommendation not to make an allocation for reserve under Section 116 of the Public Limited Company Act B.E. 2535. Also, as the Company has negative unappropriated retained earnings, the shareholders should approve the recommendation not to pay a dividend. Agenda Item 4. To consider and approve the election of directors in place of those retiring by rotation Board's opinion: Directors whose terms will expire at the end of the 2020 Annual General Meeting of Shareholders are (1) Mr. Adisak Jangkamolkulchai; (2) Mrs. Pachara Sungkhapan; (3) Mr. Taweesak Bunluesin; and (4) Ms. Pajaree Meekangvan. As (1) Mr. Adisak Jangkamolkulchai; (2) Mrs. Pachara Sungkhapan; (3) Mr. Taweesak Bunluesin; and (4) Ms. Pajaree Meekangvan are duly qualified in accordance with the provisions of the Public Limited Companies Act, rules and regulations of the Securities and Exchange Commission, and are knowledgeable and experienced in the matters relating to the Company's business, the Board is of the opinion that they should be re-elected as directors. Board's opinion: Agenda Item 5. To consider and approve Directors' remuneration Board's opinion: Upon taking into account all appropriate factors including market compensation levels for directors, the Board of Directors has proposed that the shareholders approve the remuneration of directors as follows: (a) Directors who are also members of the Audit Committee be paid a director's fee of THB 191,667 per month; (b) Directors who are NOT members of the Audit Committee be paid a director's fee of THB 153,333 per month; and (c) Notwithstanding paragraph (1) and (2) above, directors who receive separate compensation from the Company or its affiliates for any type of full-time service/s rendered not be paid any directors' fees. Agenda Item 6. To consider and approve the appointment of the Company's auditors and their remuneration Board's opinion: The Shareholders should approve the appointment of Mr. Pongthavee Ratanakoses C.P.A. (Thailand) No. 7795, Ms. Amornrat Pearmpoomvatanasuk C.P.A. (Thailand) No. 4599, and Mr. Boonrueng Lerdwiseswit C.P.A. (Thailand) No. 6552, and; all of PricewaterhouseCoopers ABAS Ltd and authorize any of them to conduct the appropriate audits and to render relevant opinions in the financial statements. Upon taking into account all appropriate factors, the Board of Directors has proposed that the shareholders approve the auditor's remuneration be set at an amount of Baht 4,600,000 which was concurred by the Audit Committee. Agenda Item 7. Other business (if any) With our deep care and concern over the health of the meeting attendees and to be in compliance with the measures to prevent the spread of COVID-19 announced by government authorities, the Company would like to advise shareholder to strictly cooperate with the Guidelines for attending the 2020 AGM enclosed herewith. The Company would like to request shareholders to proxy the Company's independent director and send the proxy to the Company in advance. Please be informed accordingly. Yours truly, Esso (Thailand) Public Company Limited ............................................................ (Mr. Adisak Jangkamolkulchai) ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 08-Jun-2020 Omitted dividend payment from : Operating period from 01-Jan-2019 to 31-Dec-2019 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. 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