(Translation) | ||
Ref. TBK 01/0179 | ||
April 7, 2021 | ||
Subject: | Resolutions of the 2021 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 2021 Annual General Meeting of Shareholders held on Wednesday, April 7, 2021, 9.00 hrs. at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao Department Store, located at 1695 Phaholyothin Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900. The Meeting resolved 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
Resolution | The Meeting, by the majority votes of the shareholders who attended the | ||||
meeting and casted their votes, resolved to acknowledge the Company's | |||||
2020 operating results and to approve the audited financial statements for | |||||
the year ended December 31, 2020 with the following votes: | |||||
Approved | 1,481,543,212 | votes, | or | 100 % | |
Disapproved | 0 | votes, | or | 0 % | |
Abstained | 993,800 | votes | |||
Voided Ballots | 0 | votes |
Agenda Item 2 To Approve the Dividend Payment for the Company's 2020 Operating Results
ResolutionThe Meeting, by the majority votes of the shareholders who attended the meeting and casted their votes, resolved 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 Company will pay the dividend to the shareholders whose names appear in the share register book on March 1, 2021 (Record Date). The dividend will be paid on April 26, 2021.
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The resolution comprised the following votes: | |||||
Approved | 1,482,540,621 | votes, | or | 100 % | |
Disapproved | 0 | votes, | or | 0 % | |
Abstained | 2,700 | votes | |||
Voided Ballots | 0 | votes | |||
Agenda Item 3 | To Approve the 2021 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 2021 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 namely,
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 | 56,250 Baht / Meeting | |||
- | Director of the Committee | 45,000 Baht / Meeting | |||
3. | Bonus | - None - | |||
4. | Other Remuneration | - None - | |||
The resolution comprised the following votes: | |||||
Approved | 1,481,569,621 | votes, | or | 99.9322 % | |
Disapproved | 1,002,800 | votes, | or | 0.0676 % | |
Abstained | 2,900 | votes | or | 0.0002 % | |
Voided Ballots | 0 | votes | or | 0.0000 % |
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Agenda Item 4 To Approve the 2021 Annual Appointment of Auditors and Determination of their Remuneration
ResolutionThe 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 2021. One of the following auditors may audit and provide opinions on the Company's 2021 financial statements
1. | Mr. Boonrueng Lerdwiseswit | |
Certified Public Accountant Registration No.6552 | or | |
2. | Mr. Kan Tanthawirat | |
Certified Public Accountant Registration No. 10456 | or |
3. Mr. Pongthavee Ratanakoses
Certified Public Accountant Registration No.7795
The Meeting also resolved to approve the 2021 auditor's remuneration as follows.
- Total audit fee for annual audit and quarterly review in amount of Baht 1,753,800.
- Other expenses which actually occurred during the performance period such as travelling, documentation, etc., per actual but not exceeding 8% of audit fee
The resolution comprised the following votes:
Approved | 1,340,356,067 | votes, | or | 90.4071 % |
Disapproved | 142,222,054 | votes, | or | 9.5929 % |
Abstained | 0 | 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 2021
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
- Prof. Dr. Supot Teachavorasinskun, re-elected as (Independent) Director with the following votes:
Approved | 1,482,571,721 | votes, | or | 99.9994 % |
Disapproved | 9,000 | votes, | or | 0.0006 % |
Abstained | 3,600 | votes | ||
Voided Ballots | 0 | votes |
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(2) Mr. Wirat Uanarumit, re-elected as Director with the following votes:
Approved | 1,472,150,039 | votes, | or | 99.2964 % |
Disapproved | 10,431,582 | votes, | or | 0.7036 % |
Abstained | 2,700 | votes | ||
Voided Ballots | 0 | votes |
(3) Dr. Prasert Sinsukprasert, elected as Director with the following votes:
Approved | 1,469,637,361 | votes, | or | 99.1270 % |
Disapproved | 12,943,360 | votes, | or | 0.8730 % |
Abstained | 3,600 | votes | ||
Voided Ballots | 0 | votes |
- Assoc. Prof. Dr. Pasu Decharin, re-elected as (Independent) Director with the following votes:
Approved | 1,368,677,417 | votes, | or | 92.3629 % | |
Disapproved | 113,170,885 | votes, | or | 7.6371 % | |
Abstained | 736,019 | votes | |||
Voided Ballots | 0 | votes | |||
(5) Dr. Sompop Pattanariyankool, elected as Director with the following votes: | |||||
Approved | 1,469,638,261 | votes, | or | 99.1270 % | |
Disapproved | 12,943,360 | votes, | or | 0.8730 % | |
Abstained | 2,700 | votes | |||
Voided Ballots | 0 | votes | |||
Agenda Item 6 | 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. 43320, 43322, 43323, 43326
Fax 02 797 2973
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Thai Oil pcl published this content on 07 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2021 10:47:10 UTC.