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Notice to Attend
The 2015 Annual General Meeting of Shareholders
Esso (Thailand) Public Company Limited
Tuesday, April 28, 2015 at 14.00 hours
The Landmark Bangkok at Grand Ballroom, 7th Floor
138 Sukhumvit Road, Bangkok 10110, Thailand
Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton, Klong Toey District, Bangkok 10110
Telephone 0-2262-4000 www.esso.co.th
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Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey District, Bangkok 10110
บริษัท เอสโซ่ (ประเทศไทย) จ�ำกัด (มหาชน)
3195/17-29 ถนนพระรามที่ 4 แขวงคลองตัน
เขตคลองเตย กรุงเทพฯ 10110
โทรศัพท์ 0-2262-40000
ทะเบียนเลขที่ 0107539000073
Subject
:
Notice to attend the 2015 Annual General Meeting of Shareholders
Attention
:
All shareholders
Enclosures
:
1) Copy of the Minutes of the 2014 Annual General Meeting of Shareholders
March 20, 2015
2) 2014 Annual Report (CD_ROM) comprising the Financial Statements for the fiscal period ended
December 31, 2014 including the auditor’s report, and the 2014 Highlights Report
3) Resumes of the directors, supporting their re-election
4) Rules for registration, proxy, and attending the Shareholders’ Meeting
5) Explanation regarding Proxy Forms for the Shareholders’ Meeting and Proxy Forms consistent with the Notice of the Department of Business Development Re Prescription of Form of Proxy
(No.5) B.E. 2550
6) Articles of Association of the Company relating to the Shareholders’ Meeting
7) Form to request a hard copy of the Annual Report
8) Map of Meeting Location
From November 20, 2014 to February 1, 2015, the Company invited shareholders to propose relevant agenda items for the
2015 Annual General Meeting of Shareholders but none were received. The Board of Directors has therefore resolved to
hold the 2015 Annual General Meeting of Shareholders on Tuesday, April 28, 2015, at 14:00 hours at The Landmark Bangkok,
at Grand Ballroom, 7th Floor, No. 138, Sukhumvit Road, Bangkok to consider the following agenda items:
1. To certify the Minutes of the 2014 Annual General Meeting of Shareholders
Background: The Company prepared the Minutes of the 2014 Annual General Meeting of Shareholders held on
April 24, 2014, a copy of which is attached to this Notice (Enclosure No.1). A copy of the Minutes
of the 2014 Annual General Meeting of Shareholders was submitted to The Stock Exchange of Thailand
within 14 days as required and disseminated in the Company’s website and no objections to the
content were received.
The Board’s Opinion: The Minutes of the 2014 Annual General Meeting of Shareholders should be presented at the
shareholders’ meeting for their certification.
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The 2015 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
2. To acknowledge the report of the Board of Directors regarding business operations during the past year including
the annual report and approve the Statement of Financial Position and Statement of Comprehensive Income including
the report of the auditor
Background:
The report of the Board of Directors regarding business operations during the past year, annual report
for the year 2014 and the Statement of Financial Position and Statement of Comprehensive
Income audited by the Company’s auditor and reviewed by the Audit Committee are exhibited in
the 2014 Annual Report, which is attached to this Notice (Enclosure No.2)
The Board’s Opinion: The report of the Board of Directors regarding the Company’s business operations and its annual
report should be presented at the shareholders’ meeting for acknowledgment and 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.
3.To consider and approve the allocation of profit and dividend payments
Background:
The dividend policy previously adopted by the Board of Directors is to recommend to shareholders
a dividend of not less than 40% of net profits after deduction of all specified reserves, subject to the
Company’s investment plans, applicable laws, contingencies and other relevant considerations. The
actual dividend payout ratio may vary above or below the level indicated in the dividend policy and is
subject to other risk factors.
As the Company incurred a net loss for the full year 2014 and has negative unappropriated retained
earnings, the Company is not required to make an allocation for reserve under Section 116 of the
Public Limited Company Act B.E. 2535 and no dividend will be declared for 2014.
The Board’s Opinion: As the Company incurred a net loss for the full year 2014, and has negative unappropriated retained
earnings, the shareholders should approve the recommendation not to make an allocation for reserve
according to the law and not to pay a dividend.
4.To consider and approve the election of directors in place of those retiring by rotation
Background:
The Public Limited Company Act B.E. 2535 (as amended) and the Company’s Articles of Association
provide that at every Annual General Meeting of Shareholders, one-third of directors shall retire
but these same directors are eligible for re-election. At the 2015 Annual General Meeting of Shareholders,
four directors namely (1) Mr. Sutthichai Sungkamanee - Independent Director (2) Mr. Somjate
Saifon - Director; (3) Mr. Yodpong Sutatham - Director; and (4) Mrs. Ratrimani Pasiphol - Director;
will retire.
From November 20, 2014 to February 1, 2015, the Company invited shareholders to nominate
candidates for election as directors at the 2015 Annual General Meeting of Shareholders but no
nomination were received. As the Company has not instituted a nomination committee process,
the Board of Directors has considered various appropriate qualifications including knowledge and
experience as well as past performance of these four retiring directors. The Board is of the opinion
that the four directors who are retiring should be proposed for re-election. The resumes of the
four directors are attached (Enclosure No.3).
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The Board’s Opinion: As all four directors proposed for election, namely Mr. Sutthichai Sungkamanee, Mr. Somjate Saifon,
Mr. Yodpong Sutatham and Mrs. Ratrimani Pasiphol are duly qualified in accordance with the provisions
of the Public Limited Company Act, 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.
5. To consider and approve Directors’ remuneration
Background: As the Company has not instituted a remuneration committee process, 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 in line with past practice
and consistent with the year 2014 as follows:
Y 2015
THB/Month
Y 2014
THB/Month
(a) Directors who are also members of the Audit Committee
166,667
166,667
(b) Directors who are NOT members of the Audit Committee
133,334
133,334
(c) Notwithstanding paragraph (a) and (b) above, directors who receive separate compensation from the Company
or its affiliates for any type of full-time service/s rendered
-
-
The Board’s Opinion: The shareholders should approve the proposed remuneration.
6. To consider and approve the appointment of the Company’s auditors and their remuneration
Background:
The Company’s Articles of Association require that the appointment of the Company’s auditors and
their remuneration be approved by the Shareholders. The Board of Directors proposed the appointment
of the Company’s auditor and their remuneration as follows:
1)
Name and Auditing Firm: Mr. Somchai Jinnovart C.P.A. (Thailand) No. 3271, Mr. Sira
Intarakumthornchai C.P.A. (Thailand) No. 3610; and Ms. Amornrat Pearmpoonvatanasuk C.P.A.
(Thailand) No. 4599 all of PricewaterhouseCoopers ABAS Ltd. These auditors are also the auditors
of certain subsidiaries and affiliates of the Company that are located in Thailand.
2)
Relationship with the Company: The proposed auditing firm has no relationship or conflict of
interest with the Company, the management of the Company, majority shareholders or related
persons of the said persons.
3)
Service Years: Mr. Somchai Jinnovart C.P.A. (Thailand) No. 3271, Mr. Sira Intarakumthornchai C.P.A.
(Thailand) No. 3610; and Ms. Amornrat Pearmpoonvatanasuk C.P.A. (Thailand) No. 4599, have
never reviewed, audited, or rendered relevant opinions on the Company’s financial statements
(as the former auditor has reviewed, audited, and rendered relevant opinions on the financial
statements of the Company for five consecutive years, the Company is required to change its
auditor in accordance with the requirement of the Capital Market Supervisory Board).
4)
Remuneration: Baht 4,500,000, same as year 2014, which was concurred by the Audit Committee
as per details below:
The 2015 Annual General Meeting of Shareholders
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ESSO (THAILAND) PUBLIC COMPANY LIMITED
Remuneration
Annual remuneration (Baht)
Other fee (Baht)
Total (Baht)
2015
2014
4,500,000
4,500,000
-
-
4,500,000 4,500,000
The Board’s Opinion: The shareholders should approve the appointment Mr. Somchai Jinnovart C.P.A. (Thailand) No. 3271,
Mr. Sira Intarakumthornchai C.P.A. (Thailand) No. 3610; and Ms. Amornrat Pearmpoonvatanasuk
C.P.A. (Thailand) No. 4599 all of PricewaterhouseCoopers ABAS Ltd and authorize any of them to
conduct the appropriate audits and to render relevant opinions on the financial statements. Upon
taking into account all appropriate factors, the Shareholders should approve the auditor’s remuneration
be set at an amount of Baht 4,500,000 (same as last year), which was concurred by the Audit Committee.
7. To consider other businesses (if any)
You are cordially invited to attend the meeting on the date, time and place mentioned above. If you are not able to attend
the meeting, you may designate another person as your authorized representative by completing and submitting the attached
proxy form before the meeting convenes.
Very truly yours,
(Mr. Neil A. Hansen)
Chairman of the Board of Directors
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
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Minutes of the 2014 Annual General Meeting of Shareholders
Date, Time & Venue:
The Meeting was held on Thursday, April 24, 2014 at 2.00 p.m. at S31 Sukhumvit Hotel, Grand Ballroom, 5th Floor, No. 545
Sukhumvit 31 Road, Klongtoey-Nua Sub-district, Wattana District, Bangkok Metropolis.
Directors Present:
1. Mr. Z John Atanas
2. Mr. Mongkolnimit Auacherdkul
3. Mr. Yodpong Sutatham
4. Mr. Adisak Jangkamolkulchai
5. Mrs. Ratrimani Pasiphol
6. Mr. Chai Jangsirikul
7. Mr. Sompop Amatayakul
8. Mrs. Wattanee Phanachet
9. Mr. Wattana Chantarasorn
10. Dr. Kurujit Nakornthap
11. Mr. Smit Tiemprasert
Chairman of the Board and Managing Director
Director and Public and Government Affairs Manager
Director and Retail Manager
Director and Refinery Manager
Director and Treasurer and Tax Manager
Director and Controller
Independent Director and Chairman of the Audit Committee
Independent Director and Member of the Audit Committee
Independent Director and Member of the Performance Evaluation Committee
Independent Director
Independent Director, Chairman of Performance Evaluation Committee and Member
of the Audit Committee
Director absent:
1. Mr. Somjate Saifon Director and Chemicals Manager
Executive Officers and Employee Present:
1. Mr. Phiroon Yolwised
Wholesale and LPG Manager
2. Mr. Kemchai Osathapan
Investor Relations Manager
3. Mr. Poontawee Suranunt
TARP Chemicals Business Manager
Other Attendees:
1. Mr. Theerayud Panyataweesap 2. Mr. Jayavadh Bunnag
3. Mr. Supachai Arunthamsakul
PricewaterhouseCoopers ABAS Ltd.
Legal Advisor from International Legal Counsellors Thailand Ltd.
Legal Advisor from International Legal Counsellors Thailand Ltd.
Preliminary Proceedings:
Mr. Z John Atanas, Chairman of the Board and Managing Director, presided as the Chairman of the Meeting. The
Chairman invited Khun Kemchai Osathapan to advise the shareholders of the meeting procedures and explain details of
each Agenda, and invited Khun Mongkolnimit Auacherdkul to answer the shareholder’ questions or select a Director to
respond to such questions.
The Chairman declared that the number of shareholders present at the Meeting is sufficient to constitute a quorum
pursuant to the Company’s Articles of Association. The Chairman then declared the 2014 Annual General Meeting of
Shareholders convened.
The Chairman noted that the Company had given shareholders the opportunity to propose matters to be included
in the Meeting Agendas by announcing on the Company’s website from December 3, 2013 to February 13, 2014. None
of additional Agendas had been proposed. Therefore, this Meeting shall consider only the matters listed in the Agendas
pursuant to the Notice of this Meeting which had been sent to all shareholders and published on the Company’s website.
The Chairman invited Khun Kemchai to explain the details of the quorum, as appeared on the screen and to summarize
the voting procedures to the shareholders.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
6
Khun Kemchai (on behalf of the Chairman) declared that the Company has a registered paid-up capital of Baht
17,075,181,200.40 (Seventeen billion seventy-five million one hundred and eighty one thousand two hundred Baht and
forty Satang), comprising 3,460,858,000 (Three billion four hundred and sixty million eight hundred and fifty eight thousand)
issued and allotted shares. As shown on the screen, 819 shareholders were present at the Meeting, being 408 shareholders
present in person and 411 shareholders present by proxy. This represented a total of 2,566,842,907 shares (Two billion
five hundred and sixty-six million eight hundred and forty-two thousand nine hundred and seven shares) or equivalent to
74.1678% of the issued and allotted shares of the Company. The quorum was thereby constituted pursuant to the law and
the Company’s Articles of Association.
Khun Kemchai advised the Meeting that Khun Supachai Arunthamsakul, a legal advisor from the International Legal
Counsellors Thailand Ltd. would act as an independent inspector. He then asked for one volunteer from the shareholders to
act as another independent observer to inspect the vote counts, at which time Mrs. Woranun Sakulsiritarakul volunteered
to act as another independent observer.
Before proceeding with the Agenda items, Khun Kemchai summarized the voting procedures for the meeting as follows:
• For each Agenda item, after the presentation but before voting, the Chairman would provide the shareholders
with an opportunity to ask questions or comments on the matter. Any person who wished to pose a question or comment
should proceed to one of the standing microphones and clearly state their names before raising any questions or offering
any comments so that the Company could record their names in the minutes of the Meeting. As to provide an opportunity
to other shareholders, shareholders should ask their questions concisely.
• Khun Mongkolnimit was assigned to answer all questions. However, where appropriate, Khun Mongkolnimit could
request any other director or executive member to answer the question. If any questions were not relevant to the Agenda
matter that was being discussed, those questions would be answered at the relevant Agenda item after presentation to
the shareholders.
• After closing the discussion on each Agenda item, the Chairman would request the shareholders to vote on the
matter. Each shareholder could vote to approve, disapprove or abstain from voting. Each share carried one vote.
• The shareholders who opposed the proposed resolution or who wished to abstain from voting would be asked
to raise their hands and submit their ballots to the ushers. The shareholders who approved the proposed resolution would
not be required to give the ballots to the ushers.
• To determine whether the proposed resolution was approved, the opposing and abstained votes would be tallied
and deducted from the quorum. The remaining votes would be deemed votes in favor of the proposed resolution.
• For the election of directors in place of retiring directors, the shareholders would be asked to elect the directors
one by one, but the ballots for the elections of all directors would be collected at the conclusion of this Agenda item.
The Chairman proceeded with the Agenda items listed in the Notice of this Meeting:
Agenda 1
To certify the Minutes of the 2013 Annual General Meeting of Shareholders
The Chairman declared that Agenda 1 was to certify the Minutes of 2013 Annual General Meeting of
Khun Kemchai (on behalf of the Chairman) explained that the 2013 Annual General Meeting of Shareholders
Shareholders. He then invited Khun Kemchai to explain the details of the Agenda in Thai.
was held on April 25, 2013. A copy of the Minutes of the 2013 Annual General Meeting of Shareholders was enclosed with
the Notice of the 2014 Annual General Meeting of Shareholders, sent to all shareholders. The Board of Directors recommended
that the shareholders certify the said 2013 Minutes as proposed. The shareholders were given the opportunity to ask
questions or give comments on this Agenda.
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As there were no questions or comments, the Chairman proposed that the Minutes of the 2013 Annual
General Meeting of Shareholders be certified. Khun Kemchai advised that the votes required for the Agenda were a simple
majority of shareholders present at the Meeting and entitled to vote.
Resolution:
The Meeting considered and resolved by a simple majority vote of the shareholders to certify the Minutes of the 2013 Annual General Meeting of Shareholders by the following votes:
Certified:
Not certified:
Abstained:
Total*:
*Voided
2,694,541,235
0
Votes or
Votes
or
99.9903%
0.0000 %
260,800
Votes or
0.0096%
2,694,802,035
Votes or
100%
0Votes
Agenda 2
To acknowledge the report of the Board of Directors regarding business operations during the past year
including the Annual Report of the Board of Directors and to approve the audited Statement of financial
position and Statement of comprehensive income including the Auditor’s Report
The Chairman declared that Agenda 2 was to acknowledge the report of the Board of Directors regarding
business operations in the past year and the Annual Report of the Board of Directors and to approve the audited Balance
Sheets and Income Statement including the Auditor’s Report. He requested Mr. Kemchai to elaborate on the details of this
Agenda in Thai.
Khun Kemchai (on behalf of the chairman) informed the meeting that according to Sections 112 and 113
of the Public Limited Companies Act B.E. 2535 (1992) and Articles 39 and 42 of the Company’s Articles of Association,
the Board of Directors prepared the report of the Board of Directors regarding business operations during the past year
and the Annual Report, as well as the Balance Sheets and Income Statement for the fiscal year ending on December 31,
2013 which had been audited by the Company’s Auditor. These documents were sent to all shareholders together with
the Notice of this Meeting as Attachment 2. Such documents have also been made available at the venue of this Meeting.
The Board of Directors opined that the Meeting should acknowledge the report of the Board of Directors regarding the
business operation during the past year as well as the Annual Report and the Balance Sheets and Income Statement, which
had been audited by the Auditor, and reviewed by the Audit Committee of the Company.
At this point, a 20-minute video presentation showing the Company’s operation and performance for the
year 2013 was shown to the shareholders.
After the video presentation, Khun Kemchai invited Khun Sompop, an Independent Director and Chairman
of the Audit Committee, to report to the shareholders the Audit Committee’s findings regarding the Company’s operation
and performance in the past year. The findings are summarized as follows:
• The Audit Committee consists of Independent who have expertise and experience in accounting, refinery
business and general management and management in international organization. They have no conflict of interest and
do not hold shares in the Company.
• In the past year, the Audit Committee reviewed the financial statements, the adequacy of internal control,
risk management, the reasonableness of the fees or expenses between the Company and the parent company, and the
qualifications and remuneration of the Company’s Auditor. In doing so, the Audit Committee took into account the
shareholders’ comments and suggestions received at the Company’s 2013 Annual General Meeting of Shareholders, and
did so without any involvement of the Company’s executives.
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minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
• In reviewing the Company’s Balance Sheets, the Audit Committee found that Company’s performance
in the first three quarters was satisfactory. The profits of which were approximately Baht 1,400 million. However, the refining
margin (which is the difference between the selling price and crude price) decreased significantly in the fourth quarter
resulting in the decrease of the Company’s profits. Since the Company was required to write-off the tax asset related loss
carry-forward which was expiring in 2013, the Company, consequently, suffered a loss in the year 2013. However, this
problem should not remain in the next year. Without the write-off of the tax asset related loss carry-forward, the Company
still made profits. In addition, the Audit Committee also reviewed the Company’s adequacy of information disclosure and
accounting policy. The Audit Committee did not find any significant flaw and opined that the financial statements were
prepared in accordance with the generally accepted accounting standard. The disclosure in financial report was adequate.
Upon reviewing with the Auditor, the Audit Committee found that no significant adjustments were made.
• Regarding risk management, the Audit Committee reviewed the Company’s risk management and allocation
and control of risks and found that the Company has a reasonable risk management system which meets an acceptable
standard. The Company’s executives took interests in and followed up on the matter.
• With respect to the internal control system, the Audit Committee reviewed whether there was any fraud
or other factors which might affect the efficiency of the Company’s operation. At every quarter, the internal auditor report
would be prepared and presented to the Audit Committee for the Audit Committee’s comments or suggestions. Upon
reviewing, the Audit Committee found that the Company’s internal control system is effective, adequate and appropriate. Any
problems, comments or suggestions were followed up with resulting in almost no backlog in the internal control process.
• In reviewing the reasonableness of the fees or expenses between the Company and the parent company,
such as the price of crude oil or service fees, the Audit Committee paid particular attention to such matter. The Audit
Committee did not find any significant abnormality. The transactions between the Company and the parent company or
other affiliated companies were under general terms and conditions that normally appear under such transactions with
other non-affiliated companies.
• Regarding the Company’s integrity in conducting business either with a private or public sector, the Audit
Committee found that the Company has a long-standing policy on anti-corruption and such policy is strictly enforced. The
Company also has rules, regulations and guideline stating the type of conducts that constitute offences. Additionally, the
Company holds a yearly training on this matter for employees and executives as well as members of the Audit Committee.
The executives and members of the Audit Committee must sign a pledge indicating that they have read such guideline.
• Finally, with respect to the appropriateness of the qualifications and remuneration of the Company’s
Auditor, the Audit Committee found that compared to the depth and quality of the work completed by the Auditor, the
Auditor’s remuneration was reasonable. Even when additional matters as suggested by the shareholders at the last Annual
General Meeting required the Auditor’s attention, the Auditor still maintained the service fee at Baht 4,500,000 which has
been the rate for the past 4 years.
Summary of the questions, answers and comments:
Mr. Manaprasert Pornpairoj - Shareholder
• Khun Manaprasert would like to follow up on the renovation of service stations, specifically, how many has been completed
and how many are left to be renovated.
• Khun Yodpong advised the Meeting that in 2013 the Company renovated additional 127 service stations country-wide,
making the number of service stations already renovated in the past 3 years at 306 out of the total number of 516 service
stations. At the end of 2013, the renovated service stations made up almost 80% of all service stations country-wide.
Khun Yodpong also showed on the screen pictures of service stations comparing the “before” and “after” images.
After renovation, the service station gives a more modern look with LED signs and electronic gas price displays. The
service stations also include new business partners such as Family Mart and Lawson. For 24-hour service stations, the
entire roof and station are lit up at night making them more appealing, but for the non-24-hour service stations, only
the word “Esso” is lit up at night on the roof. Moreover, the Company has implemented the shareholders’ suggestion
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in the last Annual General Meeting regarding restroom renovation. The Company has renovated many restrooms at
service stations. In some cases, the old restrooms are taken down and the new ones re-build in place with a more
modern design and restrooms for people with disability. Within the past 3-4 years, the Company’s service stations have
increased the number of restrooms for people with disability by 141 from 40 service stations. With that said, the year 2014
is the last year that the Company will continue with service station renovation. At the end of 2014, there should be about
15% of the total number of service stations that have not been renovated which are those whose contracts with the
Company are expiring. Since the Company is unsure whether these contracts will be renewed, the Company decides
to hold off investing in renovation of these stations until the renewal of the contracts.
In addition to existing service station renovation, the Company has also constructed 16 new service stations
country-wide, all of which were opened for service last year. As for the year 2014, the Company aims to open additional
30 service stations. It is possible to achieve this goal since the Company has already opened 4 service stations in the
first quarter with 22 more already in the process.
• How did the tax asset related loss carry-forward write-offimpact the Company’s profits and loss?
• Khun Chai advised the Meeting that in case a company has a tax asset related loss, the Revenue Department allows
that company to carry-forward such loss for 5 years to be off-set with future profits. Therefore, if the company is unable
to off-set such loss carry-forward within 5 years, the company must write-off such loss unutilized. In case of the Company,
the Company has tax asset related loss carry-forward in the amount of Baht 479 million which expired in 2013. Since
the Company did not make sufficient profit to off-set with such loss, the Company had to write-off such expiring tax
asset related loss carry-forward, resulting in the Company’s loss of Baht 378-379 million.
• How does the refining margin affect the Company’s profits and loss, especially when the petrol price has not decreased?
• Khun Mongkolnimit advised the Meeting that the refining margin is the difference between the product price and crude.
Thus, even if the product price increases, but if the crude price also increases, the refining margin may not increase.
On the contrary, if the price of crude oil increases at a higher rate than that of petrol, the refining margin may even
decrease. It is the reduction of refining margin that leads to the Company’s loss.
Mr. Jirapan Buaboocha - Shareholder
• What does “high margin products” refer to? What percentage does it constitute the Company’s sales?
• Khun Adisak advised the Meeting that “high margin products” refer to jet fuel and diesel fuel since these two products
can be sold within the country. These two products constitute about 45-50% of the Company’s production.
• Please inform the Meeting of the risk of crude oil leak in the sea and the Company’s risk management.
• Khun Mongkolnimit advised the Meeting that the Company constantly assesses risks whether relating to equipment
or all aspects of operation to ensure that the risk of crude oil leak is minimal. Additionally, the Company also has
drills to practice handling procedures in case such incident does occur to ensure that the Company has a fast and
effective handling procedure.
• What does “Net Inventories” referred to in Note 7 of the Company’s Financial Statements on pages 79-80 of the 2013
Annual Report mean?
• Khun Chai advised the Meeting that in valuing the Company’s inventory cost, the Company uses “FIFO” method. The
generally accepted accounting standard dictates that if the net realizable value is lower than the cost price, the lower
price should be used in the balance sheet. In case of the Company, the market price of Fuel oils had declined and was
lower than its cost. Thus, the Company must show the lower price in the balance sheet. This is a general accounting
practice that every company has to follow. In sum, all inventories were presented on cost basis Fuel Oil product
(valued about 1,700 million) out of the total inventories of more than 27,000 million Baht that the Company showed at
the “net realizable value” or the price the Company expected to receive, which was lower than the cost price. In other
words, the Company wrote-down the value of such a product inventory.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
10
• Please inform the Meeting of the sales of the Company’s affiliate’s land, the status of the buyer and future plan of additional
land sales.
• Khun Mongkolnimit informed the Meeting that the Company’s affiliate sold a piece of land which was the service
station but recently unused. The Company did not specify whether the buyer must be a natural person or a juristic
person, but the sale would depend on the price received and the relevant terms and conditions.
Mr. Somkiat Sareepattana - Shareholder
• What is the difference between the lower refining margin in the fourth quarter and that in the first three quarters? What
is the Company’s average refining margin?
• Khun Kemchai informed the Meeting that the refining margin in the year 2013 was the lowest in the past 3 years. The
Company’s refining margin in the first three quarters was still positive, but that in the fourth quarter was negative and
was the lowest ever occurred in any month for the past 3 years. The average refining margin in the fourth quarter was
about 4 dollars calculated from the refining margin of the entire refinery industry. This affected the Company’s profits
in the fourth quarter.
• Is the Company able to increase the revenue from petrochemical business?
• Khun Adisak informed the Meeting that because the Company’s refinery is an integrated refinery, which means that the
petrochemical is a by product from refining crude oil. Therefore, in assessing what type of products to produce and
how much to do so, whether it is diesel fuel, jet fuel or benzene fuel, the Company must assess from an overall picture
of the business. Currently, the amount of petrochemical produced by the Company is at the point where the Company
makes most profit.
• What does “Net changes in inventories of finished goods” referred to in Note 25 of the Financial Statement on page 90
of the 2013 Annual Report mean?
• Khun Chai informed the Meeting that Note 25 of the Financial Statement refers to and explains all of the Company’s
expenses by nature. The “Net changes in inventories of finished goods” in the first line is the change in level of beginning
inventory as compared to ending inventory. In this case, it is minus Baht 199 million in 2013, meaning some products
produced in the year were not sold but remained as part of the ending inventory. The “Net changes in inventories of
finished goods” in 2012, on the contrary, decreased, which means that the Company sold some of the beginning
inventory in the amount of over Baht 400 million. This “Net changes in inventories of finished goods” in the first line
must be considered together with “Raw materials and consumables used” in the second line (which is mainly crude oil).
The Company, at a given time, may or may not have sold all of the products produced from the crude oil processed.
Mr. Prasit Poompattakiat - Shareholder
• Please inform the Meeting whether the “Repayments of long-term borrowings” in the amount Baht 1,600 million in
the Statement of Cash Flows on page 67 of the 2013 Annual Report was the repayment of loans due.
• Khun Ratrimani informed the Meeting that the “Repayments of long-term borrowings” in the amount Baht 1,600 million
is the long-term loans that was due.
• Please inform the Meeting why the Company’s gross margin referred to on page 64 of 2013 Annual Report was lower than
that of other companies in the same business and lower from Exxon Mobil Corporation.
• Khun Mongkolnimit informed the Meeting that each refinery is different. The crude oil used is different. The energy
used is different. The yield or percentage of products is different. Therefore, comparing one refinery to the other
is difficult. Additionally, the Company produces more LPG than other companies, but since LPG is sold at a
government-controlled price, its selling price is lower than its market price.
11
• The Chairman also informed the Meeting that the gross margin of Exxon Mobil Corporation (“EMC”) and that of the
Company are different because the businesses of the two companies are significantly different. Firstly, EMC’s financial
performance reflects its affiliates’ operation in 200+ countries around the world. This enables EMC to diversify its
assets around the world to off-set risks and rewards. Secondly, and more importantly, the majority of EMC’s profits
come from upstream business, i.e. crude oil extraction. The Company only has a refinery business downstream. The
upstream and downstream businesses have different risks and thus significantly different profits.
• Can “Depreciation” as appeared on page 84 of 2013 Annual Report not be included in the expenses?
• Khun Chai informed the Meeting that depreciation represents gradual writing off of asset value as expense to
determine or calculate the profit and loss over the period. The main asset of the company is the refinery plant which
was invested and constructed several years ago, but its depreciation remains ongoing and is counted as part of the
expenses for profit and loss reporting purposes. This is different from the view of cash flow. Depreciation does not
impact cash flow, only the initial investment for asset does. When reviewing the Company’s Statement of Cash Flow
since 2007, the Company had cash flow from operation of about Baht 3,000 million per year on average, most of
which come from depreciation of about Baht 2,000 million and other non-cash items of about 1000 million.
Mr. Kitti Sanitwong – Shareholder
• Khun Kitti suggested that the Company should open more service stations within the country. The Company’s competitor
focuses on opening service stations at secondary roads and finding business partners, including franchises.
• Khun Yodpong informed the Meeting that the Company has a plan to open 30 additional service stations in 2014,
which is double the number compared to that in 2013. More importantly, based on information publicly provided
by Department of Energy Business, although the Company only has 516 service stations, the sales performance at
the Company’s service station are better than those of other companies. The average sale at the Company’s service
station is the highest in the industry, at approximately 492,000 liter per service station per month. The average sale
of the second highest company is at 446,000 liter per service station per month, and that of the third highest is at
338,000 liter per service station per month.
The Company has already assessed that a service station should have an average sale of no less than 350,000 liter
per month to operate at a profitable profit & loss.. The Company has a policy to do long term business with its partners,
not for a period of only 3 or 5 years.
With respect to marketing, the Company has secured new business partners such as Tesco, Family Mart, D’Oro,
Lawson, B-Quik, Bosch, Mobil 1 Center and Rabika Coffee, all of which are starting to open at the Company’s service
stations. The Company has increased its marketing budget, including advertising budget. The Company held a
promotional campaign with coupon drawing to win cars and currently have a campaign with Tesco credit card, Fleet Card
with the Thai Military Bank and recently launched the Fleet Card with the Krung Thai Bank. In addition to promotional
campaigns, the Company recently launched 3 new products including benzene 95 in place of benzene 91 that was
cancelled, premium grade diesel and supreme diesel plus. Supreme diesel plus is currently offered for sale at 67 service
stations, and the Company has a plan to increase the number of such service stations to 120 stations.
• Khun Kitti suggested that the Company should open service stations in other ASEAN countries as Thailand is entering
AEC. This should general profits for the Company.
• Khun Mongkolnimit informed the Meeting that the Company believes that entering AEC would be a good opportunity
for the Company. However, currently, the fuel in each ASEAN country has different composition. For example,
Thailand uses Euro 4 standard while Thailand’s neighboring countries use Euro 2 or Euro 3 which have lower standard
compared with the Euro 4. The different composition results in different costs. Moreover, each country has its own tax
system and Energy Fund. Thus, there is a problem as to how Thailand would monitor and control cars travelling
between ASEAN countries.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
12
• Since the Company has the highest LPG products compared to that of its competitors, why does the Company not
open LPG or NGV service stations in Thailand?
• The Chairman and Khun Mongkolnimit informed the Meeting that such products are government price-controlled
products by subsidizing the consumers with money from the Energy Fund so that consumers are able to purchase
these products at a low price. Therefore, the Company cannot sell these products at the market price. Currently,
due to high consumption of LPG, Thailand has already imported LPG at the world’s market price, which is higher than
the selling price at service stations in Thailand. More money will be required from the Energy Fund for this subsidy.
Thus, the Company believes that opening service stations to sell these three products may not generate profits for
the Company in a sustainable manner. The Company has a marketing policy to sell products that will remain the
market for a long time. This should prove more beneficial to the Company and its shareholders.
As there were no additional questions or comments, the Chairman proposed that the Report of the Board of Directors
regarding business operation in 2013 as well as the Annual Report of the Board of Directors and the Balance Sheet and
Income Statement for the fiscal year ending on December 31, 2013 audited by the Auditor including the Auditor’s Report
be acknowledged. Khun Kemchai advised the Meeting that this Agenda the votes required for this Agenda are a simple
majority vote of the shareholders present at the meeting and entitled to vote.
Resolution
The meeting by majority vote of shareholders attending the meeting and entitled to vote acknowledged
the Report of the Board of Directors regarding business operations in 2013 including the Annual Report
proposed to the meeting and approved the Statement of financial position and Statement of comprehensive
income including the Auditor’s Report with the following votes:
Acknowledged and approved:
Not acknowledged and approved:
Abstained:
Total*:
*Voided
2,696,341,596
60,100
268,300
2,696,669,996
Votes or 99.9878 %
Votes or
0.0022 %
Votesor 0.0099%
Votesor
100%
0Votes
Agenda 3 To consider and approve the allocation of profits and dividend payments
The Chairman declared that Agenda 3 was to consider and approve the allocation of profits and dividend
payments and requested Khun Kemchai to elaborate the details of this Agenda in Thai.
Khun Kemchai (on behalf of the Chairman) informed the Meeting that in 2013 the Company had a net loss
of Baht 377,928,535 million. Consequently, the Company shall not make an allocation for reserve under Section 116 of
the Public Limited Companies Act B.E. 2535 (1992).
With respect to the dividend payment, Khun Kemchai informed the Meeting that due to the accumulated
net loss, the Board of Directors proposed that the shareholders approve no payment of dividend for the year 2013.
13
The Company then shows on the screen the table below detailing dividend payments for the year 2012 - 2013.
Details
Net Profits (Million Baht)
Y2013Y2012
(378)
(1,698)
Legal Reserve (Million Baht)
-
-
Total Shares (Million Shares)
3,461
3,461
Total dividend per share (Baht per share)
-
0.05
• Interim Dividend
-
-
• Additional Dividend
-
0.05
Total dividend (Million Baht)
-
173
N/A
N/A
Payout ratio after deduction of legal reserve (percentage) Summary of the questions, answers and comments:
Mr. Sathaporn Pangniran - Shareholder
•
Please inform the Meeting of the Company’s management in 2013. In 2012, the Company had a net loss, but made
the dividend payment from the unappropriated retain earnings. Why did the Company suffer a net loss?
• Khun Mongkolnimit informed the Meeting that in the past year, the Company had an efficient operation. The Company’s
crude throughput was the highest since the Company ’s operation. The sales at service stations were also high
when compared with those in 2012. The employees and contractors’ safety records were good. However, one factor
that was out of the Company’s control was the refining margin. The refining magin decreased significantly in a short
period of time at the end of the year, due to a sharp increase in the price of crude oil, causing the Company to suffer a
net loss. The Company confirms that the executives will work as hard as they can to solve this problem and hereby
expresses its sincere apology for no dividend payment this year.
Mr. Kitti Sanitwong - Shareholder
•
Mr. Kitti suggested that the Company adjusts its policy to better suit the Thai culture, for example, it should consider
opening LPG and/or NGV service stations.
• The Chairman informed the Meeting that the Company agrees with the shareholders that it is a reasonable expectation
for shareholders to want to receive returns from their investments. This applies to the Company’s major shareholder,
ExxonMobil, as well. The Company has worked on things it can control. However, in the energy industry, there are
many factors that are out of the Company’s control, for example, the refining margin. The refining margin was at its
lowest in the past 3 years as mentioned, causing the Company to suffer a loss. But with respect to the factors under
the Company’s control, the Company performed efficiently. The Company had no loss time safety incident for
the 6 million hour running of the refinery. This led to the Company’s winning from the parent company, ExxonMobil,
an achievement award. The Company had no environmental reportable incidents. The Company has a good relationship
with the communities in which it operates. All of these are factors to which the Company gives priority. With respect
to LPG or NGV products, because the Company is unable to sell such products at the market price due to them
being government price-controlled products, the Company still believes that the Company placing priority on products
which will generate profits to the Company in a long run will prove more beneficial.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
14
As there were no additional questions or comments, the Chairman proposed that the shareholders approved (1) no
allocation for a reserve as required under Section 116 of the Public Limited Company Act and (2) no dividend payment for
the year 2013. Khun Kemchai advised that the votes required for this agenda item were a simple majority of shareholders
entitled to vote.
Resolution:
The Meeting by a majority vote of the shareholders attending the meeting and entitled to vote approved:
(1) no allocation for a legal reserve under Section 116 of the Public Limited Company Act; and (2) no dividend payment for the year 2013.
with the following votes:
Approved:
2,696,052,306
Votes or
99.9769%
Disapproved:
321,500
Votes or
0.0119%
Abstained:
300,300
Votes or
0.0111%
Total*:
2,696,674,106
Votes or
100%
*Voided
0Votes
Agenda 4
To consider and approve the election of directors in place of those retiring by rotation.
The Chairman advised the Meeting that Agenda 4 was to consider and approve the election of directors in
place of those retiring by rotation. He then asked Mr. Kemchai to provide details of this Agenda in Thai.
Khun Kemchai (on behalf of the Chairman) advised the Meeting that Section 71 of the Public Limited
Companies Act B.E. 2535 (1992) and Article 15 and 16 of the Company’s Articles of Association provided that one-third
of directors shall be retired on each round of Annual General Meeting of the Shareholders. He noted that these directors
were eligible for re-election. In this 2014 Annual General Meeting, four directors are scheduled to retire.
Khun Kemchai indicated that between December 3, 2013 and February 13, 2014, the Company announced
through its website that it welcomed the shareholders to propose candidates to be elected as directors of the Company
in the 2014 Annual General Meeting, but none were received. As the directors retiring by rotation, namely (1) Mr. Z John Atanas, (2) Mr. Mongkolnimit Auacherdkul,
(3) Mr. Adisak Jangkamolkulchai and (4) Mr. Chai Jangsirikul, are qualified under the Public Limited Company Act B.E. 2535
(1992), and are knowledgeable and experienced in matters relating to the Company’s business, the Board of Directors
proposed that the retiring directors be re-elected.
For this Agenda item, the shareholders were requested to vote for each director separately. The votes required
to elect each director were a simple majority vote of shareholders entitled to vote.
4.1 The Chairman informed the Meeting that the first retiring director proposed for re-election was the
Chairman himself. The Chairman’s profile was shown on the screen and sent to all shareholders together with the Notice
of this Meeting
As there were no questions or comments, The Chairman proposed that the shareholders approved the
re-election of himself as the Company’s Director for another term.
15
Resolution:
The Meeting by a majority vote of shareholders attending the meeting and entitled to vote approved the
re-election of Mr. Z John Atanas as the Company’s Director for another term, with the following votes:
Approved:
Disapproved:
Abstained:
Total*:
*Voided
4.2 The Chairman informed the Meeting that the second retiring director proposed for re-election was Khun
2,692,790,606
Votes or
99.8559%
3,554,600
Votes or
0.1318%
328,900
Votes or
0.0121%
2,696,674,106
Votes or
100%
0Votes
Mongkolnimit Auacherdkul. Khun Mongkolnimit’s profile was shown on the screen and sent to all shareholders together
with the Notice of this Meeting.
As there were no questions or comments, the Chairman proposed that the shareholders approved the
re-election of Khun Mongkolnimit Auacherdkul as the Company’s Director for another term.
Resolution:
The Meeting by a majority vote of shareholders attending the meeting and entitled to vote approved the
re-election of Khun Mongkolnimit Auacherdkul as the Company ’s Director for another term, with the
following votes:
Approved:
2,613,670,746
Votes or
96.9220%
82,614,460
Votes or
3.0635%
388,900
Votes or
0.0144%
2,696,674,106
Votes or
100%
Disapproved:
Abstained:
Total*:
*Voided
4.3 The Chairman informed the Meeting that the third retiring director proposed for re-election was Khun
0Votes
Adisak Jangkamolkulchai. Khun Adisak’s profile was shown on the screen and sent to all shareholders together with the
Notice of this Meeting.
As there were no questions or comments, the Chairman proposed that the shareholders approved the re-
election of Khun Adisak Jangkamolkulchai as the Company’s Director for another term.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
16
Resolution:
The Meeting by a majority vote of shareholders attending the meeting and entitled to vote approved the
re-election of Khun Adisak Jangkamolkulchai as the Company ’s Director for another term, with the
following votes:
Approved:
Disapproved:
Abstained:
Total*:
*Voided
2,613,650,746
Votes or
96.9212%
82,616,460
Votes or
3.0636%
406,900
Votes or
0.0150%
2,696,674,106
Votes or
100%
0Votes
4.4 The Chairman informed the Meeting that the fourth retiring director proposed for re-election was Khun
Chai Jangsirikul. Khun Chai’s profile was shown on the screen and sent to all shareholders together with the Notice of this
Meeting.
As there were no questions or comments, the Chairman proposed that the shareholders approved the
re-election of Khun Chai Jangsirikul as the Company’s Director for another term.
Resolution:
The Meeting by a majority vote of shareholders attending the meeting and entitled to vote approved the
re-election of Khun Chai Jangsirikul as the Company’s Director for another term, with the following votes:
Approved:
Disapproved:
Abstained:
Total*:
*Voided
Agenda 5
To consider and approve Director’s remuneration
The Chairman advised the Meeting that Agenda 5 was to consider and approve Director’s remuneration
2,568,603,506
Votes or
95.2507%
127,663,700
Votes or
4.7341%
406,900
Votes or
0.0150%
2,696,674,106
Votes or
100%
0Votes
and invited Khun Kemchai to elaborate of this Agenda in Thai.
Khun Kemchai (on behalf of the Chairman) advised that after taking into account all relevant factors including
market remuneration of directors in other companies, the Board of Directors proposed that the shareholders approved
the remuneration of directors in line with past practice as follow:
(1) Any director who is remunerated by the Company or affiliated company for his full-time occupation shall
not be additionally remunerated for holding a Director position in the Company. In other words, any director who already
holds office at the Company or at affiliated company would only be entitled to salary and welfare for holding such office,
but would not receive additional remuneration from the Company for holding a Director position.
(2) Any director who is not an employee of the Company or affiliated company, and is not a member of
Audit Committee, would receive remuneration of Baht 133,334 per month.
(3) Any member of Audit Committee would receive remuneration of Baht 166,667 per month.
17
Khum Kemchai advised the Meeting that the rate of Directors’ remuneration proposed in item (2) and (3)
are the same as that in 2013.
Summary of a comment was as follows:
Mr. Sathaporn Pangnirun - Shareholder
• Mr. Sathaporn noted that the Company’s Directors should not receive remuneration at the same rate to show spirit
because the Company suffered a loss.
As there were no additional questions or comments, the Chairman proposed that the shareholders approved
the proposed remuneration. Under the Public Limited Companies Act, the resolution required for this Agenda item was a
vote of no less than two-thirds of the total votes of shareholders present and entitled to vote.
Resolution:
The Meeting by the vote of no less than two-thirds of the total votes of the shareholders attending the
meeting and entitled to vote approved the remuneration of directors as proposed, with the following votes:
Approved:
2,696,021,506
Votes or
99.9769%
Disapproved:
296,200
Votes or
0.0109%
Abstained:
326,400
Votes or
0.0121%
Total*:
2,696,674,106
Votes or
100%
*Voided
Agenda 6
To consider and approve the appointment of the Company’s auditors and fixing their remuneration
The Chairman advised the Meeting that Agenda 6 was to consider and approve the appointment of the
30,000Votes
Company’s auditors and their remuneration and invited Khun Kemchai to elaborate on this Agenda in Thai.
Khun Kemchai (on behalf of the Chairman) advised that Section 120 of the Public Limited Companies Act
B.E. 2535 (1992) and Articles 39 and 49 of the Company’s Articles of Association, require that the appointment of the
Company’s Auditors and their remuneration be approved by the shareholders.
The Board of Directors, with the concurrence of the Audit Committee, recommended that the shareholders
approve the appointment of Mrs. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, Mr. Somchai Jinnowat C.P.A.
(Thailand) No. 3271 and Mr. Sira Intarakumthornchai C.P.A. (Thailand) No. 3610 of PricewaterhouseCoopers ABAS Ltd,
as the Company’s Auditors and to authorize any of them to conduct the appropriate audits and to render relevant opinions
in the financial statements ending on December 31, 2014. Khun Nattaporn has reviewed, audited and rendered relevant
opinions in the Company’s financial statements in years 2010 – 2013. Khun Somchai and Khun Sira have never reviewed,
audited or rendered relevant opinions in the Company’s financial statements. PricewaterhouseCoopers ABAS Ltd and the
proposed auditors have no conflict of interest with the Company, the management of the Company, its majority shareholders
or related persons of the said persons.
minutes of The 2014 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
APRIL 24, 2014
18
Khun Kemchai further advised the Meeting that upon taking into account all relevant factors, the Board of
Directors recommended that the shareholders approve the auditor’s remuneration at Baht 4,500,000 which is the same
rate as last year.
Summary of a comment was as follows:
Mr. Sathaporn Pangnirun - Shareholder
• Khun Sathaporn noted that since there is no limitation for the Company to use PricewaterhouseCoopers ABAS Ltd as
the Company’s Auditor, Khun Sathaporn would like the Company to open up opportunities for local firms to bid for the
Company’s Auditor position.
As there were no additional questions or comments, the Chairman requested the shareholders to consider
the appointment of Auditors and fixing their remuneration as proposed. The Chairman noted that the votes required for
this Agenda item were a simple majority vote of shareholders presented at the Meeting and entitled to vote.
Resolution:
The Meeting by majority vote of the shareholders attending the Meeting and entitled to vote approved the
appointment of Mrs. Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Mr. Somchai Jinnowat, C.P.A. (Thailand) No. 3271,
and Mr. Sira Intharakumthornchai, C.P.A. (Thailand) No. 3610 of PricewaterhouseCoopers ABAS Ltd. as the Company’s
Auditors and any of them be authorized to conduct the appropriate audits and render the relevant opinions in the financial
statement at a remuneration of Baht 4,500,000 with the following votes:
Approved:
2,695,708,306
Votes or
99.9641%
Disapproved:
599,500
Votes or
0.0222%
Abstained:
366,300
Votes or
0.0135%
Total*:
2,696,674,106
Votes or
100%
*Voided
Agenda 7
To consider other businesses (if any)
As there were no other issues to be considered, the Chairman opened the floor to questions and comments
0Votes
from the shareholders.
Summary of the questions, answers and comments:
Mrs. Sunee Karujit - Shareholder
• Please explain the accounting practice in tax asset related loss carry-forward write-off - whether it can be partially
written-off in each year as opposed to deducted an entire amount in one year. That way, the Company may be able to
pay dividends to shareholders.
• Khun Chai informed the Meeting that the Revenue Department allows the loss in a given year can be carried forward
to offset or deduct the income tax liability arising from earnings generated in the next 5 years. If the company does
not generate earnings enough in the 5-year period as allowed, the unutilized portion of tax asset related loss then
must be written off. The Company’s practice is in accordance with the generally accepted accounting standard and
related tax regulation.
19
Mr. Kitti Sanitwong - Shareholder
• Khun Kitti suggested that the Company hire marketing outsource to offer new perspectives to the Company’s marketing
team and architect outsource to assist the Company in designing service stations with a unique image that stands out.
Khun Kitti also requested that the Company re-considers its policy regarding opening LPG and/or NGV service stations,
reasoning that the LPG subsidy is a matter for the government to consider, but the Company simply takes into account
dividend payments to shareholders. If, in the future, such business proves non-profitable, the Company may shut down
such business.
Upon the completion of discussions, the Chairman thanked all shareholders for their attendance at the 2014 Annual
General Meeting of Shareholders and their continued support for the Company. The Chairman also reassured the shareholders
that the Company’s directors and executives will work as hard as they can to produce more high margin products and to
ensure Company’s efficient operation. The Chairman then called the Meeting adjourned.
The meeting was adjourned at 17.40 hours.
Corporate Secretary
(Angsna Pirentorn)
Chairman of the Meeting
(Mr. Z John Atanas)
20
The 2015 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Mr. Sutthichai Sungkamanee
Independent Director
Age: 58 years old
Education
:
•
•
•
•
Honorary Degree Doctor of Philosophy (Management of Development) Rajabhat Rajanagarinda University
Bachelor of Business Administration University of Chamber of Commerce
Certificate, Senior Executive Development Program,
Office of the Civil Service Commission
National Defense College Year 2013
Experience :
2014 - Present : Inspector General, Ministry of Finance, Ministry of Finance
2013 - 2014
: Director General, Revenue Department
Ministry of Finance
2013
: Inspector General, Ministry of Finance,
Ministry of Finance
2012 - 2013
: Deputy Director General, Revenue Department, Ministry of Finance
2010 - 2012
: Director, Regional Revenue Office 3
Revenue Department, Ministry of Finance
Record of violation of law
:None
Shareholding in the Company
:None
Director Development Training
:
Family relationship with Executives
of the Company
:
None Attendance of Board Meeting
in year 2014
:1/1
Planning to enroll in Director Accreditation Program (DAP) in May 2015
Directorship/Management :None
in other listed company
Directorship/Management :
in non-listed company
Director, Transportation Co., Ltd.
Director, Industrial Estate Authority of Thailand
Directorship/Management in Business with potential conflict of interest
:None
Number of Directorship Term :
In the Company
1 term
Enclosure No.3
21
Mr. Somjate Saifon
Director
Age: 57 years old
Education
:
M.Eng, Asian Institute of Technology, Thailand
University of Cincinnati, USA
Experience 2007 - Present : Chemical Manager,
:
Record of violation of law
:None
Shareholding in the Company
:None
Director Development Training
:
Family relationship with Executives
Director Accreditation Program (DAP);
Offered by the Thai Institute of Directors Association (IOD)
:
None of the Company
Attendance of Board Meeting :5/5
in year 2014
Directorship/Management :None
in other listed company
Directorship/Management :None
in non-listed company
Directorship/Management in Business :None
with potential conflict of interest
Number of Directorship Term In the Company
Esso (Thailand) Public Company Limited
:
3 terms
The 2015 Annual General Meeting of Shareholders
22
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Mr. Yodpong Sutatham
Director
Age: 47 years old
Education
: M.BA in General management,
Seattle Pacific University, USA
Experience
: 2010 - Present : Retail Manager Esso (Thailand) Public Company Limited
2009 - 2010
: Asia Pacific Retail Operations Support Center Manager, Fuels Marketing, ExxonMobil Limited
Record of violation of law
:None
Shareholding in the Company
:None
Director Development Training
: Director Accreditation Program (DAP);
Offered by the Thai Institute of Directors Association (IOD)
Family relationship with Executives
None :
of the Company
Attendance of Board Meeting :5/5
in year 2014
Directorship/Management :None
in other listed company
Directorship/Management :
• Industry Promotion Enterprises Limited, in non-listed company
• United Industry Development Company Limited,
Chairman and Managing Director
• Pacesetter Enterprise Limited,
Directorship/Management in Business Chairman and Managing Director
Chairman and Managing Director
:None
with potential conflict of interest
Number of Directorship Term In the Company
: 2 terms
Enclosure No.3
23
Mrs. Ratrimani Pasiphol
Director
Age: 47 years old
Education
Experience
:
M.BA, University of Washington, USA
:
2009 - Present : Treasurer and Tax Manager
Record of violation of law
:None
Shareholding in the Company
:0.0003%
Director Development Training
:
Family relationship with Executives
Esso (Thailand) Public Company Limited
Director Accreditation Program (DAP);
Offered by the Thai Institute of Directors Association (IOD)
:
None of the Company
Attendance of Board Meeting :5/5
in year 2014
Directorship/Management :None
in other listed company
Directorship/Management :
• ExxonMobil Limited - Treasurer and Tax Manager
in non-listed company
• Mobil Enterprises (Thailand) Limited - Treasurer
• Industry Promotion Enterprises Limited - Treasurer
• United Industry Development Company Limited - Treasurer
• Pacesetter Enterprise Limited - Treasurer
• Thai C-Center Company Limited - Treasurer
Directorship/Management in Business :None
with potential conflict of interest
Number of Directorship Term In the Company
:
2 terms
24
The 2015 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Enclosure No.3
Qualification of Independent Director
(In accordance with the requirement of SEC and SET)
The qualifications of each independent director shall comply with the following criteria:
(1) Not hold shares exceeding 1% of the total number of voting rights of the Company, its parent company, its subsidiaries, affiliates or juristic person (s) which may have conflict of interest, including the shares held by related persons of the
independent director;
(2) Not be nor have been an executive director, employee, staff, salaried consultant or a controlling person of the Company,
its parent company, its subsidiaries, affiliates, same-level subsidiaries, major shareholder or controlling person unless
foregoing status has ended not less than two years prior to the date of appointment except where the independent
director (s) was the government officer or consultant of the government agency which is the major shareholders or a
controlling person of the Company;
(3) Not be a person related by blood or registration under laws, such as father, mother, spouse, sibling and child, including
spouse of the children, executives or majority shareholders or controlling persons or persons to be nominated as executive
or controlling persons of the Company or its subsidiaries;
(4) Not have nor have had business relationship with the Company, its parent company, its subsidiaries, affiliates major
shareholder or controlling person in a manner which may interfere with his independent judgment and neither being
nor having been a significant shareholder or controlling person of any person having business relationship with the
Company, its parent company, its subsidiaries, affiliates major shareholder or controlling person unless the foregoing
relationship has ended not less than two years prior to the date of appointment
The term “business relationship” includes the normal business transaction, rent or lease of property, transactions related
to assets or services or financial assistance transaction, through receiving or extending loans, guarantees, providing assets
as collateral, and any other similar, which result in the Company or its counterparty being subject to indebtedness payable
to the other party in the amount of three (3) percent of the net tangible assets of the Company or Baht twenty (20) million
whichever is lower. The value of the business relationship shall be calculated according to the method for calculation of
value of connected transaction under the Notification of the Capital Market Supervisory Board governing rules on connected
transaction mutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during the
period on one year prior to the date on which the business relationship with the person commences;
(5) Neither be nor have been an auditor of the Company, its parent company, its subsidiaries, affiliates major shareholder
or controlling person and not being a significant shareholder, controlling person or partner of an audit firm which employs
auditors of the Company, its parent company, its subsidiaries, major shareholder or controlling person unless the foregoing
relationship has ended not less than two years prior to the date of appointment;
(6) Neither be nor have been any professional advisor including legal advisor or financial advisor who receives an annual
service fee exceeding two million Baht from the Company, its parent company, its subsidiaries, affiliates, major shareholder
or controlling person, and neither being a significant shareholder or controlling person or partner of the professional
advisor unless the foregoing relationship has ended not less than two years prior to the date of appointment;
(7) Not be a director who has been appointed as representative of the Company’s director, major shareholder or shareholders
who are related to the Company’s major shareholder;
(8) Not operate the business of the same nature as and in significantly competition with the Company or subsidiaries nor be
the partnership or executive director, employee, staff, salaried consultant or hold share exceeding 1% of the total number
of voting rights of the other companies undertaking the business of the same nature as and in competition with the Company
or subsidiaries; and
(9) Not have any characteristics which make him incapable of expressing independent opinions with regard to the Company’s
business affairs.
Enclosure No.4
25
Rules for registration, proxy and attending the Shareholders’ Meeting
Registration
Shareholders or proxies may register for the meeting at The Landmark Bangkok, at Grand Ballroom, 7th Floor, No. 138,
Sukhumvit Road, Bangkok starting from 13.00 hours on Tuesday, April 28, 2015.
Attendance of Meeting in Person
• Submit a signed and completed Registration Form
• Present original identification card, government official identification card or passport (in case of foreign shareholders)
for registration
• In the event of change of name - last name, evidence certifying such change must also be presented.
Appointment of Proxy
• Each shareholder is permitted to grant only one proxy authorizing attendance and voting at the meeting. Shareholders
are not permitted to allocate voting right amongst multiple proxy holders.
• The Company has prepared and sent 3 types of proxy forms to the shareholders along with an invitation notice for the
shareholders’ meeting (Enclosure No. 5). The shareholders may select for usage either one of the proxy forms as
appropriate and affix a stamp duty of Baht 20, crossed and dated appropriately to validate it in accordance with the law.
The Company recommends proxy form B specifying your voting intention in each agenda.
• In order to enable the Company to prepare for the meeting properly, shareholders are encouraged to submit duly
completed and signed proxy forms in accordance with the below rules along with all supporting documents to the
Company Secretary at the Company’s address at least 1 day prior to the meeting date so that the Company has sufficient
time to verify the documents.
Supporting Documents for the Appointment of Proxy
In case of individual grantor The grantor must submit and the proxy must present the following documents:
• Form of proxy signed by the grantor.
• Copy of grantor identification card, government official identification card or passport (in case of foreign grantor) which
must be certified true and correct by the grantor.
• The proxy must present his/her original identification card, government official identification card or passport (in case
of foreign proxy) for the purpose of registration.
In case of juristic person grantor The grantor must submit and the proxy must present the following documents:
• Form of proxy signed by a person authorized to sign to bind the juristic person according to its Affidavit, with the seal
of the juristic person affixed (if any).
• In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavit issued by the Ministry
of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and
correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
26
The 2015 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Enclosure No.4
• In case the grantor is a juristic person registered abroad, please submit a copy of the constitutional document issued
by competent authority in the country where the juristic person is located, and certified by a notary public or other
competent authority for no longer than 3 months.
• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized
person (s) of the juristic person which must be certified true and correct by the owner of the identification card, government
official identification card or passport (as the case may be).
• For a foreign juristic person, if an original of any document is not in the English language, the English translation thereof
must be prepared and attached. Such translation must also be certified true and correct by a person authorized to sign
to bind the juristic person.
• The proxy must present his/her original identification card, government official identification card or passport (in case
of foreign proxy) for the purpose of registration.
In case grantor is custodian that the Company’s shares are deposited with and such custodian is taking care of the Company’s
shares for the foreign investor whose name appears in the register book, and custodian appoints the proxy to attend the
meeting with Proxy Form C. The grantor must submit and the proxy must present the following documents:
• Power of Attorney from the shareholder who is a foreign investor authorizes the custodian to execute the proxy on his / her
behalf together with the identification of the foreign investor whose name appears in the register book as follows:
- a copy of the constitutional document issued by competent authority in the country where the juristic person is located,
and certified by a notary public or other competent authority for no longer than 3 months
- Copy of passport of authorized person (s) of such foreign investor which must be certified true and correct by the
owner of passport.
• Confirmation letter showing that signatory of the Proxy is authorized to operate custodian business.
• Form of proxy signed by a person authorized to sign to bind the custodian according to its Affidavit, with the seal of the
juristic person affixed (if any).
• Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the
shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal
of the juristic person affixed (if any).
• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized
person (s) of the custodian, which must be certified true and correct by the owner of the identification card, government
official identification card or passport (as the case may be).
• If any of the aforementioned documents is not in the English language, the English translation thereof must be prepared
and attached. The translation must also be certified true and correct by a person referring to such document or a person
authorized to act on behalf of such person.
• The proxy must present his/her original identification card, government official identification card or passport (in case
of foreign proxy) for the purpose of registration.
Esso (Thailand) Public Company Limited reserves the right to permit only those who have, in its view, submitted completed
and correct documents to attend the meeting.
Enclosure No.5
27
Explanation regarding Proxy Forms for the Shareholders’ Meeting
Reference is made to the Notice of Department of Business Development Re: Prescription of Proxy Form (No.5) B.E.
2550, dated 2 February 2007, specifying three types of proxy forms for use in meetings of shareholders of public limited
companies as follows:Form A. General proxy, which allows the Proxy to vote freely on behalf of the Grantor.
Form B. Proxy that specifies various particulars for authorization and which contains clear and concise details thereof
and requires the Proxy to vote in the manner pre-selected by the Grantor.
Form C. Specific proxy for used by foreign shareholders who appoint a custodian in Thailand to act as custodian of shares.
If any shareholder is unable to attend the meeting, such shareholder may appoint another person or any one of
the following persons to act as proxy to attend and vote on their behalf and to form the quorum of the meeting
in compliance with the Articles of Association of the Company :
Mr. Wattana Chantarasorn
Independent Director
Mr. Sompop Amatayakul
Independent Director and Chairman of Audit Committee
Mr. Smit Tiemprasert
Independent Director and Audit Committee Member
Mrs. Wattanee Phanachet
Independent Director and Audit Committee Member
Please select the appropriate form and sign your name as the Grantor, and clearly specify the proxy’s name, affix duty stamp
of Baht 20, and return the same together with the supporting documents for the appointment of Proxy as stipulated in
Rules for registration, proxy and attending the Shareholders’ Meeting (Enclosure No. 4) to the Company Secretary at the
Company’s address prior to the meeting. Thank you for your cooperation.
28
The 2015 Annual General Meeting of Shareholders
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Enclosure No.5
Brief Profile of Independent Directors acting on Proxies for Shareholders
1. Name - Surname :
Mr. Wattana Chantarasorn
Age :
68 years old
Address :
Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position :
Independent Director
Remark :
Has no conflict of interest in any agenda item
2. Name - Surname :
Mr. Sompop Amatayakul
Age :
74 years old
Address :
Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position :
Independent Director and Chairman of Audit Committee
Has no conflict of interest in any agenda item
Remark :
3. Name - Surname :
Mr. Smit Tiemprasert
Age :
75 years old
Address :
Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position :
Independent Director and Audit Committee Member
Has no conflict of interest in any agenda item
Remark :
4. Name - Surname :
Mrs. Wattanee Phanachet
Age :
77 years old
Address :
Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position :
Independent Director and Audit Committee Member
Remark :
Has no conflict of interest in any agenda item
Enclosure No.5
Proxy Form
Stamp
duty of
Baht 20
(Form A)
Written at Date
(1) I/We Nationality
Residing at house No
Road Tambol/Kwaeng
Amphur/Khet Province
Post code Esso (Thailand) Public Company Limited
(2) Being a shareholder of
holding the total amount of
29
shares and have the rights to vote equal to
votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(3) Hereby appoint:
(1)
Residing at house No
Amphur/Khet
Age
Road Province
Road Amphur/Khet
Province
Residing at house No
Amphur/Khet Independent Directors
Post code
, or
Age
years
Tambol/Kwaeng
(3)
Post code
Age
, or
Road Tambol/Kwaeng Province
Post code
Mr. Wattana Chantarasorn
Mr. Sompop Amatayakul
Mr. Smit Tiemprasert
years
Tambol/Kwaeng
(2)
Residing at house No
years
Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2015 Annual General Meeting of
Shareholders on April 28, 2015, at 14.00 hours, at The Landmark Bangkok, at Grand Ballroom, 7th Floor, No. 138 Sukhumvit Road, Bangkok or
any other date, time and place as may be postponed or changed.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves in all respects.
Signed
Grantor
Signed
(
Signed
(
(
Proxy
)
Proxy
)
Signed
(
Signed
(
)
Proxy
)
Proxy
)
Notes :
(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.
The 2015 Annual General Meeting of Shareholders
30
Proxy Form (Form B)
Stamp
duty of
Baht 20
Enclosure No.5
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Written at Date
(1) I/We .
Nationality
Residing at house No. Road
Tambol/Kwaeng
Amphur/Khet Province
Post code Esso (Thailand) Public Company Limited
(2) Being a shareholder of
holding the total amount of
shares and have the rights to vote equal to votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(3) Hereby appoint :
(1)
Residing at house No.
Amphur/Khet
Road
Province
Amphur/Khet
Province
Amphur/Khet Independent Directors
Post code
years
Age , or
Post code
Age
Road
Tambol/Kwaeng Province
Post code
Mr. Wattana Chantarasorn
Mr. Sompop Amatayakul
Mr. Smit Tiemprasert
years
Tambol/Kwaeng
(3)
Residing at house No.
Road
Tambol/Kwaeng
(2)
Residing at house No.
Age , or
years
Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2015 Annual General Meeting of Shareholders
on April 28, 2015, at 14.00 hours, at The Landmark Bangkok, at Grand Ballroom, 7th Floor, No. 138 Sukhumvit Road, Bangkok or any other date, time
and place as may be postponed or changed.
(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:
Agenda 1 To certify the Minutes of the 2014 Annual General Meeting of Shareholders
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve
Disapprove
Abstain
Agenda 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 Comprephensive Income
including the report of the auditor
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve
Disapprove
Abstain
Enclosure No.5
Agenda 3 31
To consider and approve the allocation of profit and dividend payments
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
Agenda 4
Disapprove
Abstain
To consider and approve the election of directors in place of those retiring by rotation
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Appointment of all the directors
Approve
Appointment of individual director
Name of Director
Name of Director
Name of Director
Name of Director
Agenda 5
Disapprove
Abstain
Disapprove
Abstain
Mrs. Ratrimani Pasiphol
Approve
Abstain
Mr. Yodpong Sutatham
Approve
Disapprove
Mr. Somjate Saifon
Approve
Abstain
Mr. Sutthichai Sungkamanee
Approve
Disapprove
Disapprove
Abstain
To consider and approve Director’s remuneration
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
Agenda 6
Disapprove
Abstain
To consider and approve the appointment of the Company’s auditors and their remuneration
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
Agenda 7
Disapprove
Abstain
To consider other business (if any)
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
Disapprove
Abstain
The 2015 Annual General Meeting of Shareholders
32
Enclosure No.5
ESSO (THAILAND) PUBLIC COMPANY LIMITED
(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not my/our voting as a shareholder.
(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting considers or passes resolutions
in any matters apart from those agendum specified above, including in case there is any amendment or addition of any fact, the Proxy shall
have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves in all respects.
SignedGrantor
(
Signed (
Signed (
Signed (
Signed (
)
Proxy
)
Proxy
)
Proxy
)
Proxy
)
Notes:
(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.
(3) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.
(4) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form (Form B).
Enclosure No.5
33
Attachment to Proxy Form (Form B)
The proxy of the shareholder of Esso (Thailand) Public Company Limited
At the 2015 Annual General Meeting of Shareholders on April 28, 2015, at 14.00 hours, at The Landmark Bangkok, at Grand Ballroom, 7th Floor,
No. 138 Sukhumvit Road, Bangkok or any other date, time and place as may be postponed or changed.
Agenda No
Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda No.
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
Approve
Approve
Abstain
Disapprove
Abstain
Disapprove
Abstain
Disapprove
Abstain
Disapprove
Abstain
Disapprove
Abstain
Name of Director
Approve
Name of Director
Name of Director
Approve
Disapprove
Name of Director
Approve
Subject To consider and approve the election of directors in place of those retiring by rotation
Abstain
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
Disapprove
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda No.4
Approve
Subject
Abstain
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda No.
Disapprove
Subject
Approve
Name of Director
Approve
The 2015 Annual General Meeting of Shareholders
34
Enclosure No.5
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Proxy Form (Form C)
Stamp
duty of
(For foreign shareholders appointing custodian in Thailand)
Baht 20
Written at Date
(1) I/We Nationality
Residing at house No. Road
Tambol/Kwaeng
Amphur/Khet Province
Post code Acting as a Custodian for
A Shareholder of Esso (Thailand) Public Company Limited
holding the total amount of
shares and have the rights to vote equal to votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(2) Hereby appoint:
(1)
Residing at house No.
Amphur/Khet
Age Road
Province
Amphur/Khet
Post code
Province
Amphur/Khet Independent Directors
, or
years
Tambol/Kwaeng
Post code
(3)
Residing at house No.
Age Road
years
Tambol/Kwaeng
(2)
Residing at house No.
Age
, or
years
Road
Tambol/Kwaeng Province
Post code
Mr. Wattana Chantarasorn
Mr. Sompop Amatayakul
Mr. Smit Tiemprasert
Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2015 Annual General Meeting of Shareholders
on April 28, 2015, at 14.00 hours, at The Landmark Bangkok, at Grand Ballroom, 7th Floor, No. 138 Sukhumvit Road, Bangkok or any other date, time
and place as may be postponed or changed.
(3) I/We would like to grant proxy holder to attend and vote in the Meeting as follows:
Grant proxy the total amount of shares to have the rights to vote
Grant partial shares of
Ordinary share shares and have the rights to vote equal to votes
Preference share shares and have the rights to vote equal to votes
Total amount of shares to have the rights to vote equal to votes
(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:
Agenda 1 To certify the Minutes of the 2014 Annual General Meeting of Shareholders
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve
votes
Disapprove
votes
Abstain
votes
Enclosure No.5
Agenda 2 35
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
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Agenda 3 Approve
votes
Disapprove
votes
Abstain
votes
To consider and approve the allocation of profit and dividend payments
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Agenda 4
Approve
votes
Disapprove
votes
Abstain
votes
To consider and approve the election of directors in place of those retiring by rotation
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Appointment of all the directors
Approve
votes
Appointment of individual director
Name of Director Name of Director Agenda 5
Approve
Name of Director Approve
Name of Director Approve
Approve
Disapprove
votes
Abstain
votes
votes
Abstain
votes
votes
Abstain
votes
Mr. Sutthichai Sungkamanee
votes
Disapprove
Mr. Somjate Saifon
votes
Disapprove
Mr. Yodpong Sutatham
votes
Disapprove
votes
Abstain
votes
Mrs. Ratrimanee Pasiphol
votes
Disapprove
votes
Abstain
votes
To consider and approve director’s remuneration
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Agenda 6
Approve
votes
Disapprove
votes
Abstain
votes
To consider and approve the appointment of the Company’s auditors and their remuneration
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
votes
Disapprove
votes
Abstain
votes
The 2015 Annual General Meeting of Shareholders
36
Enclosure No.5
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Agenda 7
To consider other business (if any)
(a)
The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b)
The proxy must cast the votes according to my/our intention as follows:
Approve
votes
Disapprove
votes
Abstain
votes
(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not my/our voting as a shareholder.
(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting considers or passes resolutions
in any matters apart from those agendum specified above, including in case there is any amendment or addition of any fact, the Proxy shall have the right
to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves in all respects.
Signed (
Signed (
Signed (
Signed (
Signed (
Grantor
)
Proxy
)
Proxy
)
Proxy
)
Proxy
)
Notes :
(1) The Proxy Form C is used only in case where foreign shareholders as registered in the share register who have custodian in Thailand. (English version is for
reference. Please fill in Proxy Form C in Thai version only.)
(2) Evidences to be enclosed with the proxy form are:
(2.1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder together with the following documents: (a) copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary
public or other competent authority for no longer than 3 months.
(b) copy of passport of authorized person (s) of such foreign investor which must be certified true and correct by the owner of passport.
(2.2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian.
(2.3) Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified
true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
(2.4) Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person (s) of the custodian,
which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).
(3) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(4) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.
(5) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form
(Form C).
37
Enclosure No.5
Attachment to Proxy Form (Form C)
Esso (Thailand) Public Company Limited
The proxy of the shareholder of At the 2015 Annual General Meeting of Shareholders on April 28, 2015, at 14.00 hours, at The Landmark Bangkok, at Grand Ballroom, 7th Floor,
No. 138 Sukhumvit Road, Bangkok or any other date, time and place as may be postponed or changed.
Agenda No
Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda No
Approve
votes
Disapprove
votes
Abstain
votes
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda
4
Approve
votes
Disapprove
votes
Abstain
votes
Subject To consider and approve the election of directors in place of those retiring by rotation
Name of Director
Approve
votes
Disapprove
votes
Abstain
votes
votes
Disapprove
votes
Abstain
votes
votes
Disapprove
votes
Abstain
votes
votes
Disapprove
votes
Abstain
votes
votes
Disapprove
votes
Abstain
votes
Name of Director
Approve
Name of Director
Approve
Name of Director
votes
Subject
Abstain
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
votes
(b) The proxy must cast the votes according to my/our intention as follows:
Agenda No Disapprove
Subject
votes
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects as deemed appropriate.
Approve
Approve
Name of Director
Approve
The 2015 Annual General Meeting of Shareholders
38
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Enclosure No.6
Articles of Association of the Company relating to Shareholders’ Meeting
Chapter 5
Directors and Meeting of the Board of Directors
14) Unless otherwise prescribed in Articles 19, directors must be elected at a meeting of shareholders in accordance
with the following rules and procedures:
(a) in election of each director, each shareholder will have vote (s) equal to the number of share (s) held by him;
(b) each shareholder may vote all of his shares in the exercise of the right he has under paragraph (a) to elect each
of the candidates of his choice as a director but he cannot split his shares and cast his split votes in favour of two
or more candidates to one directorship;
(c) the candidates will be appointed as directors in order descending from the highest to the lowest number of votes
received until all of director positions required at such time are filled. Where the votes cast for candidates in
descending order are tied, which would otherwise cause the number of directors to be exceeded, in case the
chairman is also the Company’s shareholder, the chairman of the meeting shall have a casting vote, or, in case
the chairman is not the Company’s shareholder, the decision shall be made by drawing lot.
15) At every annual general meeting, one-third of the directors shall retire. If the number of directors is not a multiple of
three, then the number of directors closest to one-third shall retire.
16) A director who retires from his office may be re-elected.
27) Directors are entitled to remuneration, allowances and fringe benefits from the Company in the form of emolument,
bonus, or other similar entitlements and per diem as prescribed by the Board of Directors which may set an exact
amount or a guideline and may prescribe it for certain or indefinite periods of time until it is changed.
The provisions stated in paragraph one will not affect the right of the Company’s staff or employees who are appointed
to be the directors with respect to their entitlement of any compensation and benefit as the Company’s staff or employees.
Enclosure No.6
39
Chapter 6
Shareholders’ Meeting
31) The Board of Directors must arrange for an annual general meeting of the shareholders to be held within four
months from the last day of the Company ’s fiscal year at the place where the head office of the Company is
located, nearby province or any place which the chairman of the board deems appropriate.
34) In calling a shareholders’ meeting, the Board of Directors must proceed as follows:
(a) prepare a notice stating the place, date, time and agenda of the meeting and matters to be proposed to the
meeting together with reasonable details by indicating clearly whether it is the matter proposed for
acknowledgement, for approval or for consideration, including the opinion of the Board of Directors for such
matters; and
(b) deliver the above notice to the shareholders at least 7 days prior to the date of the meeting; and
(c) publish the above notice in a newspaper for 3 consecutive days at least 3 days prior to the date of the meeting.
35) In order to constitute a quorum, there must be at least 25 shareholders and proxies (if any) attending at a
shareholders’ meeting; or at least one half (1/2) of the total number of shareholder; and in either case, such
shareholders must hold not less than one-third of the total number of the Company’s shares issued and sold.
At any shareholders’ meeting, if one hour has passed since the time specified for the meeting and the number
of shareholders attending is still inadequate for a quorum as defined in the first paragraph of Article 35, and:
(a) if such shareholder’s meeting is called by the request of the shareholders, such meeting will be cancelled;
(b) if such shareholder’s meeting is not called by the request of the shareholders, the Board of Directors must
call for another meeting by sending a notice to the shareholders at least 7 days prior to the date of the meeting.
The notice is not required to be published in a newspaper. At the subsequent meeting, a quorum prescribed
in the first paragraph of Article 35 is not required.
36) The Chairman has a duty to conduct the meeting in compliance with the articles of association of the Company
relating to shareholders’ meeting and to follow the sequence of the agenda specified in the notice unless the
meeting resolves to change the sequence of the agenda items specified in the notice by a vote of not less than
two-third of the number of shareholders or proxies (if any) present at the meeting.
If the meeting concludes its consideration of the matter referred to in the first paragraph, the Shareholders or
their proxies (if any) holding an aggregate of not less than one-third of the total number of shares issued and
sold may request the meeting to consider matters other than those which are indicated in the notice.
The 2015 Annual General Meeting of Shareholders
40
ESSO (THAILAND) PUBLIC COMPANY LIMITED
Enclosure No.6
If the meeting has not concluded its consideration of the matter according to the sequence of the agenda referred
to in the first paragraph nor the matter raised by the shareholders under the second paragraph and it is necessary
to postpone the consideration of the meeting, the meeting shall then determine the place, date and time for the
next meeting and require the board of directors to send a notice stating the place, date, time and the agenda
of the meeting to the shareholders at least 7 days prior to the date of the meeting. The notice must be published
in a newspaper for 3 consecutive days at least 3 days prior to the date of the meeting. 37) A resolution of the shareholders’ meeting shall require:
(a) in an ordinary event, the majority vote of shareholder or proxies (if any) who attend the meeting and are
entitled to vote; where one share will be counted as one vote. In case of a tied vote, the chairman of the
meeting will have a casting vote.
(b) in the following events, a vote of not less than three quarters of the total number of votes of the shareholders
and proxies (if any) who attend the meeting and are entitled to vote; where one share will be counted as
one vote:
(1) sale or transfer of the whole or certain substantial parts of the Company’s business to other person;
(2) purchase or acceptance of a transfer of business of other companies or private companies;
(3) making, amending or terminating of contract concerning the granting of a lease of the whole or certain
substantial parts of the Company’s business;
(4) authorization of another person to manage the Company’s business; or amalgamation of the business
with other persons for sharing profit and loss;
(5) amendment, modification or addition to the memorandum or articles of association of the Company;
(6) increase or decrease of capital;
(7) issuance of debentures;
(8) amalgamation; or
(9)dissolution
38) A secret vote at a shareholders’ meeting may be made upon a request by at least five shareholders and a resolution
passed by the shareholders’ meeting by a majority vote of the shareholders and proxies (if any) who attend the
meeting and are entitled to vote where one share shall be counted as one vote.
39) At annual general meeting should transact the following businesses:
(a) to acknowledge the report of the Board of Directors proposed to the meeting regarding business operation
during the past year including its annual report;
(b) to consider and approve the balance sheet and profit and loss accounts including an audit report of the auditor;
(c) to allocate profit and declare dividend;
(d) to appoint directors replacing directors retiring by rotation;
(e) to appoint an auditor; and
(f) to consider other business.
41
Enclosure No.7
Form to request a hard copy of the Annual Report
Attn :
Investor Relations / Company Secretary
Fax
:
(66) 2262-4826
Email :
[email protected]
Address :
3195/17-29 Rama IV Road, Klong Ton, Klong Toey, Bangkok 10110
I, a shareholder of Esso (Thailand) Public Company Limited, would like to request a hard copy of the Company’s 2014
Annual Report. Please send a hard copy of the Annual Report to the address below:
2014 Annual Report (Thai Version); or
2014 Annual Report (English Version)
Name of Shareholder
:
Address:
Contact Number :
Signature
(
Date Remark : Copies of the Annual Report will also be available for shareholders attending the annual general meeting.
)
Enclosure No.8
Map of Meeting Location
The Landmark Bangkok at Grand Ballroom, 7th Floor
138 Sukhumvit Road, Bangkok
Remark: Shareholders or proxies may register for the meeting at Grand Ballroom at 7th Floor, starting from 13.00 hours