Gulf Energy Development Public Company Limited Tuesday ... · At Grand Ballroom, Grand Hyatt Erawan...

At Grand Ballroom, Grand Hyatt Erawan Bangkok, 494 Rajdamri Road, Lumpini Sub-district,

Pathumwan District, Bangkok

Invitation to the Extraordinary General Meeting of Shareholders

No. 1/2018Gulf Energy Development Public Company Limited

Tuesday, November 27, 2018 at 3:00 p.m.

Tel+ :66 2080 4499 Fax+ :66 2080 4455 www.gulf.co.th

Gulf Energy Development Public Company Limited

11th Floor, M. Thai Tower, All Seasons Place, 87 Wireless Road, Lumpini, Pathumwan, Bangkok 10330, Thailand

November 5, 2018

Subject: Invitation to the Extraordinary General Meeting of Shareholders No. 1/2018

To: Shareholders

Attachment: 1. Information about the Independent Directors proposed by the Company as

proxy of shareholders and qualifications of Independent Directors of the

Company

2. The Company’s Articles of Association in relation to the Extraordinary

General Meeting of Shareholders No. 1/2018

3. Explanation on the appointment of proxy, registration process, registration

documents, vote casting and counting, and meeting procedure

4. Proxy Form A. and Form B.

5. Map of the venue of the Extraordinary General Meeting of Shareholders No.

1/2018

6. Registration Form

The Board of Directors of Gulf Energy Development Public Company Limited (the “Company”)

has resolved to convene the Extraordinary General Meeting of Shareholders No. 1/2018 on

Tuesday, November 27, 2018 at 3:00 p.m. at the Grand Ballroom, Grand Hyatt Erawan Bangkok,

494 Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330 to consider the

matters under the agenda items together with the opinion of the Board of Directors as follows:

Agenda 1 To Approve the Issuances and Offerings of Debentures of the Company

Fact and Rationale: In order to reinforce the Company’s business expansion

and capital investment in the future, the Company would like to propose a plan to

raise funds by issuing and offering debentures with the offering value not

exceeding 10,000 million Baht (ten billion Baht) or the equivalent in foreign

currencies.

Board of Directors’ Opinion: The Board of Directors deems it appropriate

to propose that the Extraordinary General Meeting of Shareholders No. 1/2018

considers and approves the issuances and offerings of debentures as per the

following details:

Category : Any type and category (including without limitation,

secured and unsecured debentures as well as subordinated

and unsubordinated debentures) depending on the market

conditions at the time of each issuance and offering of

debentures.

Total

Amount

: The aggregate principal of not more than Baht 10 billion

and/or its equivalent in any foreign currencies. The

principal amount of the debentures redeemed or purchased

by the Company shall be counted towards the available

principal amount of the debentures that can be issued and

offered by the Company (revolving principal).

2

Total

Amount

: In the event that the Company issues debentures to refinance

existing debentures (issuance of new debentures to repay

and/or replace existing debentures), the principal amount of

existing debentures to be redeemed on the issue date of the

new debentures issued to refinance such existing debentures

shall not be counted as part of the outstanding debentures

which have not been redeemed in the calculation of the

available principal amount of the debentures that can be

issued by the Company.

Use of

Proceeds

: Funding its normal operations and/or loan repayment and/or

investment of the Company and its subsidiaries and/or

working capital of the Company and its subsidiaries or other

purposes as the board of directors of the Company deemed

appropriate.

Currency : Thai Baht and/or its equivalent in any foreign currencies

Offering : The debentures may wholly or partially be offered by way

of public offering and/or private placement and/or to high

net-worth investors and/or institutional investors and/or any

person(s) and investor(s) in accordance with the Securities

and Exchange Act B.E. 2535 (1992) and relevant rules and

regulations of the Capital Market Supervisory Board, the

Securities and Exchange Commission and/or the Office of

the Securities and Exchange Commission and/or any other

related governmental agencies, domestically or internationally (the

“Law and Relevant Regulations”). The debentures may be

offered in one or several tranches, depending on the funding

requirement of the Company and at its sole discretion and

may be issued and offered in substitution of the then

outstanding debentures.

Tenure : Not more than 10 years from the issue date of the relevant

debentures and shall be subject to requirements of Law and

Relevant Regulations.

Interest : A rate to be determined depending on the market conditions

at the time of offering of the debentures.

Registration : The Company may register the debentures so issued and

offered with the Thai Bond Market Association or any other

secondary markets as appropriate and according to the Law

and Relevant Regulations.

Other

Matters

: Authorized director(s) of the Company in accordance with

the Affidavit of the Company or the Chief Executive

Officer or any person(s) appointed by the authorized

director(s) of the Company be authorized to take any

actions necessary and relevant to issuances and offerings of

3

debentures in compliance with the Law and Relevant

Regulations, including but not limited to, setting out or

amending terms, conditions and any other details necessary

and related to the issuances and offerings of debentures,

such as type of debentures, tenure and interest rate, as well

as applying for an approval, furnishing information and

submitting documents and evidences with or to any

competent agencies, appointing advisers and any other

persons in connection with the issuances and offerings of

debentures, applying for listing of the debentures with the

Thai Bond Market Association or any other competent

agencies, as well as negotiating, executing and amending

any agreement, document and evidence necessary and

relevant to issuances and offerings of debentures.

Voting: A resolution on this agenda item shall be approved by the votes of

not less than three-fourths (3/4) of the total votes of the shareholders

attending the meeting and having the right to vote.

Agenda 2 Other Business (if any)

The Company is pleased to invite shareholders to attend the Extraordinary General Meeting of

Shareholders No. 1/2018 to be held on Tuesday, November 27, 2018 at 3.00 p.m. at the Grand

Ballroom, Grand Hyatt Erawan Bangkok, 494 Rajdamri Road, Lumpini Sub-district, Pathumwan

District, Bangkok 10330. Registration will open at 1.00 p.m.

Any shareholder who is unable to attend the meeting and wishes to appoint another person as

his/her proxy to attend and vote at the meeting on his/her behalf must fill in and sign as

appropriate Proxy Form A. or Form B. as enclosed herewith (Attachment No. 4) or must

download Proxy Form A. or Form B. or Form C. from the Company’s website at

www.gulf.co.th (Form C. is applicable only to foreign shareholders as registered in the

registration book who have a custodian in Thailand). Alternatively, shareholders may authorize

one of the Company’s Independent Directors to attend and vote on their behalf. Details of the

Independent Directors proposed by the Company as proxy of shareholders can be found in

Attachment No. 1 as enclosed herewith.

In this regard, any shareholder wishing to appoint another person as his/her proxy to attend

and vote at the meeting on his/her behalf is asked to fill in and sign the proxy form and deliver

it, together with the required documents, to the Company by Friday, November 23, 2018 with

attention to the Company Secretary of Gulf Energy Development Public Company Limited at

11th Floor, M. Thai Tower, All Seasons Place, No. 87 Wireless Road, Lumpini Sub-district,

Pathumwan District, Bangkok 10330, or to present the form and accompanying documents to

the designated person of the Company prior to the commencement of the meeting.

The Company has determined that shareholders who are eligible to attend the Extraordinary

General Meeting of Shareholders No. 1/2018 must be listed as shareholders on Thursday,

November 8, 2018 (Record Date).

4

Please be informed of the abovementioned meeting venue, date and time accordingly.

Sincerely yours,

(Mrs. Porntipa Chinvetkitvanit)

President

On behalf of the Board of Directors


Note: All shareholders can access the invitation to the Extraordinary General Meeting of

Shareholders No. 1/2018 and all related documents at the Company’s website

(www.gulf.co.th) from November 5, 2018. If any shareholder has a query regarding the

agenda of the Extraordinary General Meeting of Shareholders No. 1/2018, please send

the query in advance via email at [email protected] or via post to the Company Secretary of

Gulf Energy Development Public Company Limited at 11th Floor, M. Thai Tower, All

Seasons Place, No. 87 Wireless Road, Lumpini Sub-district, Pathumwan District,

Bangkok 10330.

http://www.gulf.co.th/

mailto:[email protected]

Attachment No. 1

5

Information of the Independent Directors

proposed by the Company as proxy of shareholders

1. Mr. Kasem Snidvongs

Position: Independent Director and Chairman of the Audit Committee

Date of Appointment: May 25, 2017

Duration of

Directorship in the

Company

1 year and 5 months

(count until the date of the Extraordinary General Meeting of

Shareholders No. 1/2018)

Age: 80 years

Address: No. 87, 11th Floor, M. Thai Tower, All Seasons Place, Wireless Road, Lumpini,

Pathumwan, Bangkok

Education: - Master of Development Economics, Williams College, Massachusetts, USA

- Bachelor of Science (Honors), Sir John College, London University, United

Kingdom

Training: - The National Defence, Class 21, National Defence College

Director Training:

- Director Accreditation Program (DAP), Class 33/2005, Thai Institute of Directors

- Finance for Non-Finance Directors (FND), Class 15/2005, Thai Institute of

Directors

Work Experience

(during the recent 5

years) and/or

Important Positions:

2011 – 2017

2006 – 2008

2002 – 2006

1996 – 2000

1992 – 1998

Independent Director and Chairman of the Audit Committee,

Gulf Energy Development Company Limited

Minister, Ministry of Natural Resources and Environment

Director and Chairman of the Audit Committee,

Gulf Electric Public Company Limited

Senator

Permanent Secretary, Ministry of Science and Technology

Other Directorship Positions/Other Positions at Present:

Other Listed

Companies

- None –

Non-Listed

Companies ( 4 Organizations)

1992 – Present

Present

Present

Present

Director, Thailand Environment Institute

Chairman of the Board, Sem Pringpuangkeo Foundation

Director, Environment Law Center Thailand Foundation

Chairman, Population and Community Development Association

Attachment No. 1

6

Shareholding in the

Company :

(as of October 31, 2018)

Personal: 0.007%

Spouse: 0.000%

Minor child: - None-

Relationship among

Family with Other

Directors,

Management, Major

Shareholders and

Subsidiaries:

- None -

Conflict of Interest in

this Meeting:

- None -

Attachment No. 1

7



2. Dr. Raweporn Kuhiran

Position: Independent Director and Member of the Audit Committee


Duration of

Directorship in the

Company:

1 year and 5 months



Age: 74 years


Pathumwan, Bangkok

Education: - Doctor of Public Administration, Eastern Asia University

- Master of Business Administration - Accounting, Central of Michigan University,

USA

- Bachelor of Accountancy, Chulalongkorn University

- Bachelor of Laws, Ramkhamheang University

Training: - The National Defence, Class 38, National Defence College

- Senior Executive on Justice Administration, Class 14, National Justice Academy,

Office of the Judiciary

- Top Executive Program in Commerce and Trade (TEPCoT), Class 4, Commerce

Academy

- Capital Market Leadership Program, Class 7, Capital Market Academy

- The International Auditor’s Fellowship Program, Government Accountability

Office (U.S. GAO), USA

- Audit of Computer System, Kingston Polytechnic, United Kingdom

- Internal Audit and Computer Audit, National Audit Office (NAO), United

Kingdom

- Procurement Audit, Board of Audit and Inspection, Republic of Korea

Director Training:

- Board Matters and Trends (BMT), Class 6/2018, Thai Institute of Directors

- Director Accreditation Program (DAP), Class 94/2012, Thai Institute of Directors

- Director Certification Program (DCP), Class 155/2012, Thai Institute of Directors

- Audit Committee Program (ACP), Class 38/2012, Thai Institute of Directors

Work Experience


years) and/or


2016 - 2017

2011 – 2014

2008 – 2015

2011 - 2013

2000 - 2006

Independent Director and Member of the Audit Committee,



PTT Global Chemical Public Company Limited

Advisor of the Audit Committee,

Thai Airways International Public Company Limited

Honorary Member of Special Investigation Commission,

Department of Special Investigation

Member of the State Audit Commission,

Office of the Auditor General of Thailand

Attachment No. 1

8


Other Listed

Companies

- None –

Non-Listed

Companies (2 Organizations)

2011 – Present

2007 – Present

Distinguished Member, Srinakharinwirot University

Committee on Overseeing the NBTC’s Operation, National

Broadcasting and Telecommunication Commission (NBTC)

Shareholding in the

Company:


Personal: 0.005%

Spouse/minor child: - None-

Relationship among

Family with Other

Directors,

Management, Major

Shareholders and

Subsidiaries:

- None -


this Meeting:

- None -

Attachment No. 1

9



3. Mr. Vinit Tangnoi

Position: Independent Director and Member of the Audit Committee


Duration of

Directorship in the

Company:

1 year and 5 months



Age: 67 years


Pathumwan, Bangkok

Education: - Master of Science in Industrial Engineering, University of Texas at Arlington,

USA

- Bachelor of Mechanical Engineering, Kasetsart University

Training: - Senior Executive Development Program-1, GE Co., Ltd., USA

- Advanced Management Program, Harvard Business School, USA

- Senior Executive Program, Sasin Graduate Institute of Business Administration,

Chulalongkorn University

- Capital Market Leadership Program, Class 8, Capital Market Academy

- Army War College Regular Program, Royal Thai Army War College

Director Training: - Director Certification Program (DCP), Class 67/2005, Thai Institute of Directors

Work Experience


years) and/or


2014 - 2017

2009 – 2011

2008 – 2011

2008 - 2011

2007 - 2008

2006 - 2008



Chairman of the Board of Directors,

Gulf Electric Public Company Limited

Director and President,

Electricity Generating Public Company Limited

Director, BLCP Power Company Limited

Deputy Governor, Electricity Generating Authority of Thailand

Director, Ratchaburi Electricity Generating Holding Public

Company Limited

Attachment No. 1

10


Other Listed

Companies

- None –

Non-Listed

Companies

- None –

Shareholding in the

Company:


Personal: 0.005%

Spouse/minor child: - None-

Relationship among

Family with Other

Directors,

Management, Major

Shareholders and

Subsidiaries:

- None -


this Meeting:

- None -

Attachment No. 1

11

Qualifications of the Independent Directors of the Company

The Board of Directors has determined the qualifications of the Independent Directors which is

in accordance with the relevant regulation of the Capital Market Supervisory Board. The

Independent Director of the Company must possess the qualifications as follows:

(1) Hold no more than 1% of all shares with voting right of the Company, the parent company,

a subsidiary, a joint/associated company, a major shareholder or an entity with controlling

authority over the Company. This is inclusive of shares held by anyone who is affiliated

with them;

(2) Not being a Director who involves in the management, employees, staff, consultant with

monthly salary or entities with controlling authority over the Company, the parent

company, a subsidiary, a joint/associated company, a same-level subsidiary, a major

shareholder or an entity with controlling authority unless he/she is free from such condition

not less than two years prior to his/her appointment as an Independent Director. In this

regard, the prohibited characteristics do not include cases where the Independent Director

who served as civil servant or advisor to public agencies, who is major shareholder or

entities with controlling authority over the Company;

(3) Have no connection by blood or legal registration as father, mother, spouse, sibling,

son/daughter or spouse of son/daughter of another Director, executive, a major shareholder,

and an entity with controlling authority or an individual who will be nominated as Director,

executive or entity with controlling authority over the Company or a subsidiary;

(4) Have no business relationship with the Company, the parent company, a subsidiary, a

joint/associated company, a major shareholder or an entity with controlling authority over

the Company in such a manner that may obstruct their exercise of independent discretion.

Further, an Independent Director is not a significant shareholder or an entity with

controlling authority over a party with business relationship with the Company, the parent

company, a subsidiary, a joint/associated company, a major shareholder or an entity with

controlling authority over the Company unless he/she is free from such condition at not

less than two years prior to his/her appointment as Independent Director;

Such business relationship is inclusive of a trading transaction occurring on a conventional

basis for the conduct of business; a rent or lease of property; a transaction involving assets

or services; a provision or an acceptance of financial assistance through means of a loan, a

guarantee, a use of an asset as collateral against debt; and other similar actions which result

in the Company or the party to the contract having a debt to be repaid to another party for

the amount from 3% of net tangible assets (NTA) of the Company or from 20 Million Baht,

whichever is lower. This amount is determined by the calculation of Related Transaction

value as per the Notification of the Capital Market Supervisory Board. It is inclusive of

debt(s) arising within one year prior to the day of business relationship with the same party;

(5) Never served as nor being an auditor of the Company, the parent company, a subsidiary, a

joint/associated company, a major shareholder or an entity with controlling authority over

the Company and not being a significant shareholder, an entity with controlling authority

over or a partner to the audit office with which the auditors of the Company, the parent

Attachment No. 1

12

company, a subsidiary, a joint/associated company, a major shareholder or an entity with

controlling authority over the Company are associated unless he/she is free from such

condition at not less than two years prior to his/her appointment as Independent Director;

(6) Never served as nor being a person rendering any professional service or a legal or financial

consultant who is paid service fee of more than 2 Million Baht per year by the Company,

the parent company, a subsidiary, a joint/associated company, a major shareholder or an

entity with controlling authority over the Company and not being a significant shareholder,

an entity with controlling authority over or a partner to such professional service provider

unless he/she is free from such condition at not less than two years prior to his/her

appointment as Independent Director;

(7) Not being a Director who is appointed to be a nominee of a Director of the Company, a

major shareholder or a shareholder who is connected to a major shareholder;

(8) Do not engage in a business of the same nature as and which is significantly competitive

to that of the Company or a subsidiary. An Independent Director is not a significant partner

to a partnership or a Director with involvement in the management, employees, staff,

consultant with monthly salary, or, who holds more than 1% of all shares with voting rights

of another company which is engaged in a business of the same nature as and which is

significantly competitive to that of the Company or a subsidiary; and

(9) Do not have any other characteristic which prevents him from opining freely on the

operation of the Company.

Attachment No. 2

13

The Company’s Articles of Association

in relation to the Extraordinary General Meeting of Shareholders No. 1/2018

Shares and Shareholders

Article 4 The shares of the Company shall be the ordinary shares, each of which is equal

in value and shall be issued specifying name of the shareholder.

All shares of the Company shall be fully paid up in money or otherwise than in

money. No subscriber of shares or shareholder shall avail himself a set-off

against the Company.

Each share of the Company is indivisible. If a share is subscribed or held by two

(2) or more persons in common, they must appoint one of them to exercise their

rights as subscriber or shareholder, as the case may be.

The Company may issue ordinary shares, preference shares, debentures, warrants

or any other securities as permitted by the law governing securities and exchange.

The Company may convert convertible debentures or preference shares into

ordinary shares subject to the provisions of law.

Issuance, Offering and Transfer of Securities

Article 14 Issuance, offering and transfer of securities to the public or any person shall be

made in accordance with the law governing public limited company and the law

governing securities and exchange.

Other than ordinary shares, transfer of securities having been listed as registered

securities in the Stock Exchange of Thailand or other secondary market shall be

made in accordance with the rules and procedures prescribed by the law

governing securities and exchange.

The term “securities” means the securities as defined by the law governing

securities and exchange.

Meeting of Shareholders and Vote Casting

Article 31 The board of directors shall call a meeting of shareholders which is an annual

general meeting of shareholders within four (4) months from the end of each of

the Company's fiscal years.

Any meeting of shareholders other than the one referred to in the first paragraph

shall be called an extraordinary meeting of shareholders which may be called by

the board of directors at any time as deemed appropriate.

One or several shareholders holding shares representing not less than ten (10)

per cent of total number of issued and sold shares of the Company may, by

subscribing their names, make a written request to the board of directors to call

an extraordinary meeting at any time, provided that the written request must

Attachment No. 2

14

clearly state the matters and reasons for calling such meeting. In this regard, the

board of directors shall arrange to convene a meeting of shareholders within forty

five (45) days from the date of receipt of the request of the shareholders.

In the case where the board of directors fails to convene the meeting within the

period set out under the third paragraph, the shareholders subscribing their names

in the request or any other shareholders holding shares representing not less than

such required amount may call the meeting by themselves within forty five (45)

days from the expiration of the period under the third paragraph. Such meeting

shall be deemed as called by the directors and the Company shall be responsible

for the necessary expenses incurred by such meeting and provide any

arrangement to facilitate such meeting as appropriate.

In the case where any meeting of shareholders called by the shareholders

pursuant to the fourth paragraph fails to form a quorum as prescribed by these

Articles of Association, the shareholders under the fourth paragraph shall be

jointly reimburse for any and all expenses incurred to the Company from

convening such meeting.

Article 32 In calling a meeting of shareholders, the board of directors shall prepare a written

notice specifying the venue, date, time and agenda of the meeting and the matters

to be proposed to the meeting in appropriate details by clearly indicating in each

matter whether it is a matter proposed for acknowledgement, approval, or

consideration, as the case may be, and including the opinion of the board of

directors on each of the matters. The notice shall be disseminated to the

shareholders and the registrar not less than seven (7) days prior to the date of the

meeting. In addition, the notice shall be published in a newspaper for not less

than three (3) consecutive days and not less than three (3) days prior to the date

of the meeting.

The venue of the meeting may be in the province in which the head office of the

Company is located or other place as the board of directors may determine.

Article 33 A quorum of a meeting of shareholders shall comprise not less than twenty five

(25) shareholders present in person or by proxy (if any), or not less than one-half

(1/2) of the total number of shareholders, provided that, in either case, the shares

held by such shareholders shall not be less than one-third (1/3) of the total issued

shares of the Company.

In the event that a quorum of any meeting of shareholders is not formed as

required under the first paragraph after one (1) hour has passed from the time

fixed for the meeting, such meeting shall be cancelled if the meeting is called by

a request of shareholders; however, if the meeting is not called by a request of

shareholders, a subsequent meeting shall be convened and a notice of the

subsequent meeting shall be sent to the shareholders not less than seven (7) days

prior to the date of the meeting. At the subsequent meeting, no quorum shall be

required.

Attachment No. 2

15

Article 34 The chairman of the board of directors shall be the chairman of the meeting of

shareholders. In the case where the chairman is not present at a meeting or

cannot perform duties, if there is a vice-chairman, the vice-chairman shall be the

chairman of the meeting. If there is no such vice-chairman or such vice-chairman

cannot perform duties, the shareholders present at the meeting shall elect one

shareholder to be the chairman of the meeting.

Article 35 Each shareholder shall have one (1) vote for one (1) share held by it. Any

shareholder having special interest in any matter shall have no right to vote in

such matter, except for a matter of an election of directors. A resolution of the

meeting of shareholders shall be made by the following votes:

(a) In an ordinary event, the majority votes of the shareholders who attend the

meeting and cast their votes. In case of a tie vote, the chairman of the

meeting shall have a casting vote.

(b) In the following matters, a vote of not less than three-fourths (3/4) of the

total number of votes of shareholders who attend the meeting and have the

right to vote shall be required:

1. The sale or transfer of the whole or substantial part of the Company’s

business to other person(s)

2. The acquisition or acceptance of business transfer of private companies

or other public companies to be a part of the Company’s business

3. The execution, amendment or termination of any agreement with

respect to leasing out of the whole or substantial parts of the

Company’s business, the assignment of other person(s) to manage the

business of the Company, or the amalgamation of the business with

other person(s) for the purpose of profit and loss sharing

4. Amendment to the Memorandum of Association or the Articles of

Association of the Company

5. Increase or reduction of the registered capital of the Company;

6. Dissolution of the Company

7. Issuance of debentures of the Company

8. Amalgamation with another company

Attachment No. 3

16

Explanation on the Appointment of Proxy, Registration Process, Registration Documents,

Vote Casting and Counting and Meeting Procedure

Registration Process

For the purpose of registration of shareholders eligible to attend the Extraordinary General Meeting

of Shareholders No. 1/2018, the Company will commence the registration process and review

completeness of documents including proxy forms for registration to confirm eligibility of the

shareholders to attend the meeting at the meeting venue from 1:00 p.m. on Tuesday, November 27,

2018.

The Company employs the identification barcode system for the registration purpose, and to ensure

convenience and smooth process, the shareholders or their respective proxies are requested to bring

and present to the registration desk on the meeting date the Registration Form as per Attachment No. 6.

To promote transparency and fairness, as well as provide benefits and convenience to shareholders,

the Company considers appropriate to set forth relevant procedures as follows:

1. Shareholders who attend the meeting in person

1.1 Contact the registration desk and submit the Registration Form (as per Attachment

No. 6) that comes with the identification barcode together with the following

documents to confirm eligibility of the shareholders.

Category Thai Shareholders Non-Thai Shareholders

Natural Person An original identification document

issued by relevant Thai government

authorities which must still be

valid and not be damaged or in a

condition that cannot identify the

holder, such as:

- Thai national ID card

- Driving Licence

- Thai civil servant ID card

- Thai state enterprise officer ID

card

- Passport

- Any other photographed

identification document issued

by relevant Thai government

authority

(Collectively as “ID Document”)

An passport which must still be

valid and not be damaged or in

a condition that cannot identify

the holder

Juristic Person

(This is for the case where

an authorized director(s)

wishes to attend the meeting

in person. If any juristic

person has more than one

authorized director and

wishes to appoint one of the

directors or any other person

as proxy to attend the

meeting on its behalf, please

- Either Proxy Form A or Form B

in which all required information

is completed together with signatures of the grantor (with

the corporate seal affixed (if

any)) and the proxy (affix Baht

20 stamp duty (crossed and

dated as of the date the proxy is

made))

- Copy of an affidavit, issued not

longer than 6 months by

- Either Proxy Form A or Form

B in which all required

information is completed

together with signatures of

the grantor (with the corporate seal affixed (if

any)) and the proxy (affix

Baht 20 stamp duty (crossed

and dated as of the date the

proxy is made))

Attachment No. 3

17


follow the guideline set out

in Clause 2 below.)

Department of Business

Development, Ministry of

Commerce, which is signed to

certify by the authorized

director(s) (with the corporate

seal affixed (if any))

- Copy of any of the ID Document

of the authorized director(s)

which is signed to certify by

such director(s) together with an

original of such ID Document

which must still be valid and not

be damaged or in a condition

that cannot identify the holder

- Copy of an affidavit or

equivalent document which

demonstrates at least the

name of juristic person,

address and authorized

director(s), which is signed

to certify by the authorized

director(s) (with the

corporate seal affixed (if

any))

- Copy of any of the ID

Document of the authorized

director(s) (if the director is of

Thai nationality) or a passport

(if the director is of non-Thai

nationality) which is signed to

certify by such director(s)

together with an original of

such ID Document or passport

which must still be valid and

not be damaged or in a

condition that cannot identify

the holder

If an original document is not made in Thai or English, please attach the English

translation duly certified by the authorized representative of such juristic person.

1.2 Receive voting cards for voting in each agenda (except for the case of a juristic person

which has prepared the Proxy Form in which the grantor has explicitly specified its

vote in each agenda whether to vote for, vote against or abstain from voting)

2. Shareholders who wish to appoint a proxy to attend the meeting on their behalf

2.1 Appointment of Proxy

The Company has prepared Proxy Form A, From B and Form C as stipulated in an announcement of the Department of Business Development, Ministry of Commerce, for shareholders who cannot attend the meeting in person. A proxy may be appointed to the following persons to attend the meeting on their behalf:

(1) any other person who has reached the legal age (sui juris); or

(2) any of the independent directors of the Company whose profiles are set out in Attachment No. 1.

The shareholder must authorize a person as you wish or an independent director whose profile is attached to the letter of invitation to this meeting to attend, and cast a vote at the meeting on your behalf by specifying the name and details of a person to be your proxy. Only one proxy can be appointed.

In this connection, the Company has delivered Proxy Form A and Form B together with this letter of invitation as per Attachment No. 4. Alternatively, the shareholders may also download either Proxy Form A, Form B or Form C (i.e. Form C is a form to be used only by foreign shareholders who appoint a custodian in Thailand to hold their

Attachment No. 3

18

shares for safekeeping) from the Company’s website www.gulf.co.th. The shareholder must use only one of such Proxy Forms.

Each shareholder must appoint only one proxy and may not split the number of voting rights to several proxy holders. In addition, in casting a vote in each agenda item, the shareholder must choose to either cast a vote for or against or abstain from voting, and not combination thereof. The shareholder shall grant the proxy all the voting rights held. Authorization of vote less than the total number of holding shares is not allowed except for the custodian appointed by the foreign investor in accordance with Proxy Form C.

The shareholder may select one of the following Proxy Forms as applicable:

- Proxy Form A, which is a general simple form (for all shareholders)

- Proxy Form B, which is a form specifying details in granting the proxy (for all shareholders)

- Proxy Form C, which is a form to be used only by foreign shareholders who appoint a custodian in Thailand to hold their shares for safekeeping

2.2 Contact the registration desk and submit the following documents:

- The Registration Form (as per Attachment No. 6) that comes with the identification barcode

- The Proxy Form (choose either one) in which all required information is completed together with signatures of the grantor and the proxy (with the corporate seal affixed (if any)) and affix Baht 20 stamp duty crossed and dated as of the date the proxy is made

- The following documents to confirm eligibility of the shareholders:


Natural Person - An original ID Document of

the proxy which must still

be valid and not be damaged

or in a condition that cannot

identify the holder


Document of the grantor

which is signed to certify by

the grantor whereby such

copy must be a duplicate of

the ID Document which

must still be valid and not be

damaged or in a condition

that cannot identify the

holder

- An original ID Document

(for a proxy of Thai

nationality) or passport (for

a proxy of non-Thai

nationality) which must still



identify the holder

- Copy of any of the passport

of the grantor which is

signed to certify by the

grantor whereby such copy

must be a duplicate of the

passport which must still be

valid and not be damaged or

in a condition that cannot

identify the holder Juristic Person

- An original ID Document of

the proxy which must still



identify the holder

- Copy of an affidavit, issued

not longer than 6 months by

Department of Business

Development, Ministry of

- An original ID Document

(for a proxy of Thai

nationality) or passport (for

a proxy of non-Thai

nationality) which must still



identify the holder

http://www.gulf.co.th/

Attachment No. 3

19


Commerce, which is signed




any))



director(s) which is signed

to certify by such director(s)

whereby such copy must be

a duplicate of the ID

Document which must still



identify the holder

- Copy of an affidavit or

equivalent document which

demonstrate at least the

name of juristic person,

address and authorized

director(s), which is signed




any))



director(s) (if the director is

of Thai nationality) or a

passport (if the director is of

non-Thai nationality) which

is signed to certify by such

director(s) whereby such

copy must be a duplicate of

the ID Document or

passport which must still be

valid and not be damaged or

in a condition that cannot

identify the holder

Foreign shareholders who

a p p o i n t a c u s t o d i a n in

Thailand holds their shares

for safekeeping

- Documents for juristic

person shall be prepared by

selecting one of any Proxy

Form (either Form A, Form

B or Form C)

- A power of attorney which

evidences appointment by a

foreign shareholder of such

custodian to sign on proxy

- A confirmation letter that

signatory has been licensed

to engage in custodian

business

If an original document is not made in Thai or English, please attach the English translation duly certified by the authorized representative of such juristic person.

2.3 Contact the registration desk and submit the documents as per clauses 2.1 and 2.2 above

2.4 Receive voting cards for voting in each agenda (except for the case that the grantor has prepared the Proxy Form in which the grantor has explicitly specified its vote in each agenda item whether to vote for, vote against or abstain from voting)

Attachment No. 3

20

Criteria for Vote Casting and Counting

1. The Chairman of the Meeting or a person appointed by the Chairman shall explain casting and counting vote procedure before commencement of the meeting. The Company shall count and sum up votes on each agenda item of the shareholders or the proxy who attend the meeting and cast votes. Results on each agenda item shall be announced before moving on to consider the following agenda item.

The Company will arrange to have the inspector for examine procedures on counting vote in the Meeting to ensure our transparency and compliance with the laws and the Company’s Articles of Association.

2. In casting votes, one share carries one vote.

3. Prior to counting votes on each agenda item, the Company would suspend the registration. The registration would be resumed upon conclusion of the counting of votes on each agenda item. As for the shareholders or proxies attending the meeting after the meeting was called to order, their votes shall be included only on the agenda items those shareholders or proxies are present at the meeting. As a result, the number of shareholders on each agenda item may vary.

4. In case that shareholders appointing their proxies have clearly voted for, voted against or abstained from voting on the respective agenda items and the Company has collected and recorded such votes for processing in advance in computer. Therefore, the proxies attending the meeting shall not receive the voting cards from the Company.

5. The Chairman of the Meeting or a person appointed by the Chairman may request that any shareholders attending the meeting in person or proxies and intending to vote against or abstain from voting use voting cards as provided by the Company, and such shareholders or proxies would be required to raise their hand for officers to collect only the voting cards that vote against or abstain from voting. Therefore, all remaining votes shall be deemed as to vote for.

6. In counting of votes, resolutions shall be passed by votes as follows:

● Agenda No. 1 which is for approval of the issuances and offerings of debentures of the Company and requires the approval of the meeting with the votes of not less than three-fourths (3/4) of the total votes of the shareholders attending the meeting and having the right to vote.

7. For the purpose of casting a vote on this agenda item, the Company would collect the voting cards form all shareholders attending the meeting to ensure the transparency in counting votes which may be requested for review at a later date. As for shareholders appointing proxies, the Company will examine the casting of votes in their proxy forms.

Attachment No. 3

21

Meeting Arrangement

Shareholders


Public Company Limited

In person

Registration desk

In person

Present personal ID card together

with other supporting documents

Proxy Holder

Registration desk Proxy Holder

Check Proxy Form

Present Proxy Form together with

copy of Proxy Holder’s ID card

Sign in the registration form

Receive the voting cards

Enter the Conference Room

The Company proposes the

Meeting agenda in order

Any person wishing to vote against or abstain from voting on any

agenda items shall raise their hand and fill in the voting cards

(only for those who vote against or abstain)

The officers collect the voting cards only from those who

vote against or abstain and conclude the voting results

The Chairman or appointed person informs the meeting of

the conclusion of the voting

The Chairman declares the

meeting to order

*Please return all unused ballot cards to the Company’s officer when the meeting is adjourned.

Attachment No. 4

22

Stamp duty of

Baht 20

Proxy Form A. (General Form)

Attachment to the Notification of Department of Business Development

Re: Prescription of Proxy Forms (No. 5) B.E. 2550 (2007)

Made at

Date

(1) I/we , Nationality ,

Residence No. , Road , Tambol/Sub-district ,

Amphoe/District , Province , Postal code ;

(2) Being the shareholder of Gulf Energy Development Public Company Limited, holding a total

number of share(s), representing a total number of vote(s) comprising:

ordinary share(s), representing vote(s);

preferred share(s), representing vote(s),

(3) Hereby appoint either one of the following persons:

(1) , Age Years,


Amphoe/District , Province , Postal code ; or

(2) Mr. Kasem Snidvongs , Age 80 Years,

Residence No. 87, 11th Floor, M. Thai Tower, All Seasons Place , Road Wireless ,

Tambol/Sub-district Lumpini , Amphoe/District Pathumwan ,

Province Bangkok , Postal code 10330 ; or

(3) Dr. Raweporn Kuhirun , Age 74 Years,




(4) Mr. Vinit Tangnoi , Age 67 Years,



Province Bangkok , Postal code 10330

Individually, as my/our proxy to attend and vote at the Extraordinary General Meeting of Shareholders No.

1/2018 on Tuesday, November 27, 2018 at 3:00 p.m. at Grand Ballroom, Grand Hyatt Erawan Bangkok,

494 Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330 or at any adjournment

thereof.

Any action (s) carried out by/decision(s) made by the proxy at the Meeting is/are regarded as carried out by me/us.

Signed Grantor

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Remark: Only one proxy shall be appointed by the authorizing shareholder to attend a meeting and vote as

his representative. The shareholder shall not split his votes to be given to more than one proxy.

Attachment No. 4

23

Stamp duty

of Baht 20

Proxy Form B. (Form Clearly Specify Details of Proxy)

Attachment to the Notification of Department of Business Development

Re: Prescription of Proxy Forms (No. 5) B.E. 2550 (2007)

Made at

Date

(1) I/we , Nationality ,


Amphoe/District , Province , Postal code ;

(2) Being the shareholder of Gulf Energy Development Public Company Limited, holding

a total number of share(s), representing a total number of vote(s) comprising:

ordinary share(s), representing vote(s);

preferred share(s), representing vote(s),

(3) Hereby appoint either one of the following persons:

(1) , Age Years,


Amphoe/District , Province , Postal code ; or

(2) Mr. Kasem Snidvongs , Age 80 Years,




(3) Dr. Raweporn Kuhirun , Age 74 Years,




(4) Mr. Vinit Tangnoi Age 67 Years,



Province Bangkok , Postal code 10330

Individually, as my/our proxy to attend and vote at the Extraordinary General

Meeting of Shareholders No. 1/2018 on Tuesday, November 27, 2018 at 3:00 p.m. at Grand

Ballroom, Grand Hyatt Erawan Bangkok, 494 Rajdamri Road, Lumpini Sub-district,

Pathumwan District, Bangkok 10330 or at any adjournment thereof.

Attachment No. 4

24

(4) At the said Meeting, I/we wish my/our voting right(s) will be exercised by the proxy

as follows:

Agenda 1 : To approve the issuances and offerings of debentures of the Company

(a) I/we grant the proxy the right to consider and vote on my/our behalf in all

respects as the proxy deems appropriate.

(b) I/we grant the proxy the right to vote in accordance with my/our intention as

follows:

Approve Disapprove Abstain

Agenda 2 : Other business (if any)

(a) I/we grant the proxy the right to consider and vote on my/our behalf in all

respects as the proxy deems appropriate.


follows:


(5) Voting by the proxy in respect of any agenda that is not in compliance with this Proxy

Form shall be invalid and shall not constitute my/our voting as a shareholder.

(6) If I/we have not expressed my/our intention to vote on any agenda, or if such intention

is not clearly expressed, or if the Meeting considers and votes on any matters other than those

specified above, including amending or adding any facts, the proxy shall be entitled to consider

and vote on my/our behalf in all respects as the proxy deems appropriate.

All acts performed by the Proxy during the course of the Meeting shall bind me/us as if

I/we performed such act.

Signed Grantor

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Remarks:

1. A shareholder shall authorize only one proxy to attend and vote at any meeting. The shareholder

may not segregate his shares in order to authorize several proxies to cast separate vote.

2. If any additional item on the agenda is to be considered, the proxy may vote on such item in

Supplemental Proxy Form B as attached.

Attachment No. 4

25

Supplemental Proxy Form B.

Proxy is given as the shareholder of Gulf Energy Development Public Company Limited .

At the Extraordinary General Meeting of Shareholders No. 1/2018 on Tuesday,

November 27, 2018 at 3:00 p.m. at Grand Ballroom, Grand Hyatt Erawan Bangkok, 494

Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330 or at any

adjournment thereof.

Agenda :

(a) I/we grant the proxy the right to consider and vote on my/our behalf in all respects

as the proxy deems appropriate.


follows:


Agenda :




follows:


Agenda :




follows:


Agenda :




follows:


Attachment No. 5

Map of the Meeting VenueGrand Hyatt Erawan Bangkok

Grand Ballroom, Grand Hyatt Erawan BangkokNo. 494 Rajdamri Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330

Thailand Tel : +66 2254 1234

PARKING FOR HOTEL GUESTS AVAILABLE AT• Hotel Parking (B1 and B2) • Amarin Plaza

DirectionsBy Car : Drive on the left-hand side of Ploenchit Road heading to Ratchaprasong Intersection, turn left to parking lot between Amarin Plaza Buildings or turn to parking lot on Ratchadamri Road side

By BTS Skytrain : 1) BTS Chidlom Station Exit 2 and walk along Sky Walk to Erawan Bangkok 2) BTS Ratchadamri Station Exit 4 and walk heading to Ratchaprasong Intersection

Gulf Energy Development Public Company Limited Tuesday ... · At Grand Ballroom, Grand Hyatt Erawan...

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