TVO/CP/22/014

August 11, 2022

Subject

:

Notification of appointment of Managing Director

Declaration of the Schedule of the Extraordinary General Meeting of Shareholders No. 1/2022

Announcement of the Interim Dividend Payment in form of common stock and cash and the

registered capital increase

Attention

: The President of the Stock Exchange of Thailand

Enclosure

: Capital Increase Report Form (Form F53-4)

Dear Sirs,

Thai Vegetable Oil Public Company Limited ("the Company") would like to inform that the Board of Directors' Meeting No. 5/2022 on August 11, 2022 at 14.00 hrs. has resolved important resolutions as follows:

1 . Appointed Mr. Suchai Visesleela to be Managing Director. This will be effective from September 1, 2022 onwards. This appointment was to replace Mr. Pachai Chanpitaksa, who ended his position as Managing Director on August 1, 2022.

2 . The Extraordinary General Meeting of Shareholders No. 1/2022 is scheduled to be held on September 23, 2022 at 10.00 hrs. by electronic meeting platform (E-EGM) in accordance with the rules stipulated in the law relating to meetings via electronic means for consideration and approval of the interim dividend payment in the Company's ordinary shares and cash. The Company will pay the dividend for the first six months of the 2022 performance result by considering the Company's consolidated financial statements of the quarter 2/2022 ending June 30, 2022 with unappropriated profit in the amount of Baht 6,804,776,807. The details of dividend payment are as follows:

  1. The Company had allocated annual net income to statutory reserve not less than 10% of registered capital due to section 116 of the Public Limited Company Act B.E. 2535 (A.D.1992) and the amendments thereto, thus it is not necessary to allocate additional reserve.
  2. Pay dividend by issuing the Company's ordinary shares with the total of new ordinary shares not exceeding 80,861,099 shares with a par value of Baht 1 each to the existing shareholders of the Company at an allocation ratio of 10 ordinary shares to 1 newly issued ordinary share, total value not exceeding Baht 80,861,099 or equivalent to the dividend payment rate of

approximately Baht 0.10 per share. In the event that there is a fraction of the shares after allocation, the Company will pay in cash at the rate of Baht 0.10 per share instead of paying a stock dividend

2.3 Pay dividend in cash at the rate of Baht 0.20 per share, total value not exceeding Baht 161,722,197 after tax and reserve allocation (the fraction of the remaining stock dividend as in No. 2.2 that will be paid by cash to the shareholders might result that the cash dividend may increase more than Baht 161,722,197)

Descriptions of the dividend payment

Unit : Baht per share

Stock dividend ( at an allocation ratio of 10 ordinary shares to 1

0.10

newly issued ordinary share)

Cash dividend

0.20

Total dividend payment

0.30

Withholding tax (10%)

0.03

Balance

0.27

The dividend payment will be paid from the Company's profit which is subject to 20% corporate tax, the dividend payee is subject to withholding tax, and the individual dividend payee shall be entitled to dividend tax credit under section 47 bis of the Revenue code.

The Company has scheduled the Record Date on which shareholders are eligible to receive a dividend on August 26, 2022 and the dividend payment will be made on October 7, 2022. However, the dividend payment is subject to resolutions of the Extraordinary General Meeting of Shareholders No. 1/2022.

3. The meeting resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 for consideration and approval of the increase in the Company's registered capital in the amount of Baht 80,861,099 from the original registered capital of Baht 808,610,985, totaling the registered capital of Baht 889,472,084 by issuing new ordinary shares of not exceeding 80,861,099 shares with a par value of Baht 1 per share to support the stock dividend payment. The details of the increase of the Company's registered capital are as stated in the Capital Increase Form (F53-4) enclosed herewith; and deemed it appropriate to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 to consider and approve the amendment of the Company's Memorandum of Association to Article 4: Registered Capital to reflect the Company's registered capital increase whereby the existing version will be substituted by the new version as follows;

"Article 4 Registered capital of

889,472,084 Baht

eight hundred and eighty-nine

million four hundred and seventy-

two thousand eighty-four Baht

889,472,084 shares

eight hundred and eighty-nine

million four hundred and seventy-

two thousand eighty-four shares

Share value

1 Baht

One Baht

Consisting of:

Common Stock

889,472,084 shares

eight hundred and eighty-nine

million four hundred and seventy-

two thousand eighty-four shares

Preferred Stock

-

shares

(

-

)"

In this regard, approved to authorize the Board of Directors and/or Authorized Director and/or the authorized person appointed by Authorized Director to act on behalf of the Company to register the amendment to the Company's Memorandum of Association with the Department of Business Development, Ministry of Commerce and to make any revisions according to the instructions of the Registra.

  1. The meeting resolved to propose to the Extraordinary General Meeting of Shareholders No. 1/2022 for consideration and approval of the allocation of newly issued ordinary shares not exceeding 80,861,099 shares with a par value of Baht 1 per share to support the stock dividend payment.
  2. . The meeting resolved to schedule the Record Date on which shareholders are eligible to attend the Extraordinary General Meeting of Shareholders No. 1/2022 and receive either stock and cash dividend on August 26, 2022
  3. The meeting resolved to schedule the Extraordinary General Meeting of Shareholders No. 1/2022 to be held on September 23, 2022 at 10.00 hrs. by electronic meeting platform (E-EGM) in accordance with the rules stipulated in the law relating to meetings via electronic means. The meeting will be broadcast from the meeting room at TVO Building, 149 Ratchadapisek (Thapra-Taksin), Bukkhalow, Thonburi, Bangkok with the agendas of the Extraordinary General Meeting of Shareholders No. 1/2022 as follows:
    Agenda 1 To consider and approve the interim dividend payment for the first six months of the 2022 in the form of stock dividend and cash
    Agenda 2 To consider and approve the Company's registered capital increase and the amendment to Article 4: Registered Capital of the Company's Memorandum of Association in order to reflect the Company's registered capital increase

Agenda 3 To consider and approve the allocation of the newly issued ordinary shared to support the stock dividend payment

Agenda 4 Other issues, (if any)

Please be informed accordingly,

Yours Sincerely,

Miss Kanutsorn Bunditnate

Company Secretary

Authorized Signatory

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TVO - Thai Vegetable Oil pcl published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 13:02:42 UTC.