Invitation to · 2020. 8. 6. · Invitation to the Extraordinary General Meeting of Shareholders...

Invitation tothe Extraordinary General Meeting of Shareholders No. 1/2020

Gulf Energy Development Public Company LimitedThursday, August 27, 2020 at 2:00 p.m.

at Athenee Crystal Hall, 3rd Floor, The Athenee Hotel Bangkok,No. 61 Wireless Road, Lumpini Sub-district,Pathumwan District, Bangkok

Only bottled water provided. No snackbox, tea, coffee, or other beverages shall be served.

- Translation -

Gulf Energy Development Public Company Limited

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

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

August 6, 2020

Subject: Invitation to the Extraordinary General Meeting of Shareholders No. 1/2020

To: Shareholders of the Company

Attachments: 1. Capital Increase Report Form (F 53-4) (Attachment for Agenda 1 and 3)

2. Information of the Independent Directors proposed by the Company as proxy of

shareholders

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

Meeting of Shareholders No. 1/2020

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

documents, vote casting and counting, and meeting procedure

5. Proxy Form A. and Form B.

6. Question Form for the Extraordinary General Meeting of Shareholders No.

1/2020

7. Map of the venue of the Shareholders’ Meeting

8. 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. 1/2020 on

Thursday, August 27, 2020 at 2.00 p.m. at Athenee Crystal Hall, 3rd Floor, The Athenee Hotel

Bangkok, 61 Wireless Road, Lumpini, Pathumwan, Bangkok to consider matters under the agenda

together with the opinion of the Board of Directors as follows:

Agenda 1 To Consider and Approve the Increase of the Registered Capital of the Company

from THB 10,666,500,000 to THB 11,733,150,000, by Issuing 1,066,650,000

Newly Issued Ordinary Shares, with a Par Value of THB 1 per Share

Fact and Rationale: The Company proposes the increase of the registered capital of

the Company from THB 10,666,500,000 to THB 11,733,150,000 by issuing

1,066,650,000 newly issued ordinary shares with a par value of THB 1 per share,

totalling THB 1,066,650,000, for the purpose of an offering to the existing

shareholders of the Company in proportion to their respective shareholdings (Rights

Offering), the details of the increase of the registered capital are set out in the Capital

Increase Report Form (F53-4) which is delivered to the shareholders together with

this invitation according to Attachment No. 1.

Board of Directors’ Opinion: The Board of Directors has considered and deemed that

the Extraordinary General Meeting of Shareholders should approve the increase of

the registered capital of the Company from THB 10,666,500,000 to THB

11,733,150,000 by issuing 1,066,650,000 newly issued ordinary shares with a par

value of THB 1 per share, totalling THB 1,066,650,000, for the purpose of an offering

to the existing shareholders of the Company in proportion to their respective

shareholdings (Rights Offering) as proposed.

2

Voting: This agenda requires the approval of the meeting with the votes of not less

than three-fourths (3/4) of the total votes of shareholders and proxy holders attending

the meeting and having the right to vote.

Agenda 2 To Consider and Approve the Amendment to Clause 4 of the Company’s

Memorandum of Association in Accordance with the Increase of the Registered

Capital

Fact and Rationale: In order to be in line with the increase of the Company’s

registered capital as considered in Agenda 1 above, the Company proposes the

amendment of Clause 4. of the Company’s Memorandum of Association with the

details as follows:

“Clause 4. Registered capital 11,733,150,000 THB (Eleven Thousand and Seven

Hundred Thirty-three Million

One Hundred and Fifty

Thousand Baht)

Divided into 11,733,150,000 shares (Eleven Thousand and Seven



Thousand shares)

Par value 1 THB (One Baht)

Divided into

Ordinary shares 11,733,150,000 shares (Eleven Thousand and Seven



Thousand shares)

Preferred shares - shares (- shares)”


the Extraordinary General Meeting of Shareholders should approve the amendment

to Clause 4 of the Company’s Memorandum of Association in accordance with the

increase of the Company’s registered capital as proposed.

Voting: This agenda requires the approval of the meeting with the votes of not less

than three-fourths (3/4) of the total votes of shareholders and proxy holders attending

the meeting and having the right to vote.

Agenda 3 To Consider and Approve the Allocation of Up to 1,066,650,000 Newly Issued

Ordinary Shares, with a Par Value of THB 1 per Share for an Offering to the

Existing Shareholders of the Company in Proportion to their Respective

Shareholdings (Rights Offering)

Fact and Rationale: The Company proposes the allocation of up to 1,066,650,000

newly issued ordinary shares, with a par value of THB 1 per share for an offering to

the existing shareholders of the Company in proportion to their respective

shareholdings, but the Company will not offer or allocate the newly issued ordinary

shares in the Rights Offering to any shareholder if such offering or allocation will or

may result in the Company being subject to any obligations under the law of other

jurisdictions. The offering price is at THB 30 per share which is the price calculated

from the volume weighted average price of the Company’s shares during 15

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consecutive trading days prior to the date of the meeting of the Board of Directors

held on July 23, 2020 less a discount of approximately 21.37 percent. The allocation

shall be at the ratio of 10 existing ordinary shares to 1 newly issued ordinary share.

Any fractions of shares shall be rounded down and the existing shareholders shall be

entitled to oversubscribe for the newly issued ordinary shares in excess of their rights.

Any newly issued ordinary shares remaining unsubscribed from the first allocation

will be re-allocated to every shareholder who has oversubscribed for and fully paid

the price of the shares, whereby each round of reallocation will be made accordingly

in proportion to their respective shareholdings of each oversubscribing shareholder

(the “Rights Offering”). In this regard, the allocation of the oversubscribed shares

shall be made in accordance with the following details:

1) In the case that the number of shares remaining from the first allocation to the

existing shareholders in proportion to their respective shareholdings is higher than

or equal to the number of shares which are oversubscribed for by the existing

shareholders, the Company will allocate the remaining shares to all

oversubscribing shareholders who have fully paid the price of the oversubscribed

shares in accordance with the number of shares for which they have expressed

their intention to oversubscribe.

2) In the case that the number of shares remaining from the first allocation to the

existing shareholders in proportion to their respective shareholdings is lower than

the number of shares which are oversubscribed for by the existing shareholders,

the Company will allocate the remaining shares to the oversubscribing

shareholders as follows.

2.1) The Company will allocate the remaining shares by multiplying the

shareholding percentage of each oversubscribing shareholder by the

number of the remaining shares, the result thereof will be in the round

number of shares to be allocated to the oversubscribing shareholders. In

the case of a fraction of a share, the fraction shall be rounded down.

However, the number of shares to be allocated shall not exceed the

number of shares for which each shareholder has subscribed and fully

paid for.

2.2) In the case where there are shares remaining from the allocation pursuant

to 2.1), the Company will allocate the remaining shares to each

oversubscribing shareholder who has not been fully allocated with

oversubscribed shares by multiplying the shareholding percentage of

each oversubscribing existing shareholder by the number of the

remaining shares, the result thereof will be the round number of shares be

allocated to the oversubscribing shareholders. In the case of a fraction of

a share, the fraction shall be rounded down. However, the number of

shares to be allocated shall not exceed the number of shares for which

each shareholder has subscribed and fully paid for. The Company shall

allocate the oversubscribed shares to the oversubscribing shareholders in

accordance with the procedures under this provision until there are no

shares remaining from the allocation.

If the subscription of newly issued shares in the Rights Offering results in any

subscriber holding the shares in the number which reaches or crosses the threshold

where a tender offer for all securities of the Company is required under the law, such

shareholder must comply with the relevant laws and regulations.

4

The date for determining the rights of the Company’s shareholders who will be

offered to subscribe for the newly issued ordinary shares in the Rights Offering

(Record Date) will be August 7, 2020 and the subscription date will be September 14

- 18, 2020 (5 business days in total). However, the determination of such right

remains uncertain and subject to an approval of the Extraordinary General Meeting of

Shareholders.

The Company reserves the right to not offer or allocate the newly issued ordinary

shares in the Rights Offering to any shareholder if such offering or allocation will or

may result in the Company being subject to any obligations under the law of other

jurisdictions. The Company has considered that there will be no offering or allocation

of newly issued ordinary shares in the Rights Offering to U.S. persons (as defined in

Regulation S of the U.S. Securities Act of 1933) or to shareholders in the United

States, Canada, the People’s Republic of China, South Africa and other jurisdictions

as the Company may deem appropriate.

In this respect, the Chief Executive Officer and/or any person designated by the Chief

Executive Officer shall be authorized to undertake any actions with regard to the

allocation of such newly issued ordinary shares including, but not limited to;

1) determining or modifying the terms and other details in relation to the Rights

Offering, including:

(i) the number of newly issued ordinary shares to be allotted to existing

shareholders;

(ii) the date for determining the rights of the Company’s shareholders who is

entitled to subscribe for the newly issued ordinary shares in the Rights

Offering (Record Date);

(iii) any shareholders who may not be entitled to subscribe for or being allocated

of the newly issued ordinary shares in the Rights Offering if such offering

or allocation will or may result in the Company being subject to any

obligations under the law of other jurisdictions;

(iv) the offering ratio of the Rights Offering (the ratio of existing shares to

newly issued ordinary shares);

(v) the offering price and the calculation of the offering price in the Rights

Offering;

(vi) the allocation of oversubscribed shares;

(vii) the subscription and payment period of the Rights Offering, and

(viii) any other terms and details relating to the foregoing matters;

2) entering into negotiation, agreement and execution of the relevant documents and

agreements as well as taking any action in connection with the allocation of such

newly issued ordinary shares;

3) execution of application for permission and waiver, any necessary evidence in

connection with the allocation of such newly issued ordinary shares, including the

arrangement and submission of application for such permission and waiver,

documents and evidence to relevant authorities or agencies, listing such newly

issued ordinary shares on the Stock Exchange of Thailand and being empowered

to take any other action which is necessary for the allocation of such new ordinary

shares; and

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4) appointing and designating other appropriate persons to be the substitute attorney

in fact to perform the above.

The details of the increase of the registered capital are set out in the Capital Increase

Report Form (F53-4) which is delivered to the shareholders together with this

invitation according to Attachment No. 1.


the Extraordinary General Meeting of Shareholder should approve the allocation

including other relevant details as proposed.

Voting: This agenda requires the approval of the meeting by a majority vote of

shareholders and proxy holders attending and casting the votes at the meeting.

Agenda 4 Other Business (if any)

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

Shareholders No. 1/2020 on Thursday, August 27, 2020 at 2.00 p.m. at Athenee Crystal Hall, 3rd

Floor, The Athenee Hotel Bangkok, 61 Wireless Road, Lumpini, Pathumwan, Bangkok. Registration

will open at 12.00 p.m.

Any shareholder who is unable to attend the meeting of shareholders and wishes to appoint other

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

sign as appropriate Proxy Form A. or Form B. as enclosed herewith (Attachment No. 5) or download

Proxy Form A. or B. or C. (Form C. is applicable only to foreign shareholders as registered in the

registration book who have a custodian in Thailand) from the Company’s website at www.gulf.co.th.

Alternatively, shareholder may authorize one of the Company’s Independent Directors to attend and

vote on his/her behalf. Details of the Independent Directors proposed by the Company as proxy of

shareholders can be found in Attachment No. 2 as enclosed herewith.

In this regard, any shareholder wishing to appoint another person or Independent Director proposed

by the Company 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

Wednesday, August 26, 2020 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 determined the name of shareholders who are entitled to attend the Extraordinary

General Meeting of Shareholders No. 1/2020 on Friday, August 7, 2020 (Record Date).

Due to the Coronavirus 19 situation (COVID-19), the Board of Directors’ Meeting resolved to

approve the authorization of the Chief Executive Officer and/or any person designated by the Chief

Executive Officer to have power to perform any acts relating to the calling of the Extraordinary

General Meeting of Shareholders No. 1/2020, including issuance of a notice calling the

Extraordinary General Meeting of Shareholders No. 1/2020, change of date, time and venue of the

Extraordinary General Meeting of Shareholders No. 1/2020 and other details in relation to the

Extraordinary General Meeting of Shareholders No. 1/2020, as deemed necessary or appropriate.

6

Please be informed to attend the meeting of shareholders at the venue on the date and time mentioned

above accordingly.

Sincerely yours,

- Signed -

President

On behalf of the Board of Directors


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

Shareholders No. 1/2020 and all related documents at the Company’s website

(www.gulf.co.th) from Thursday, August 6, 2020. If any shareholder has a query regarding

the agenda of the Extraordinary General Meeting of Shareholders No. 1/2020, 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.

Attachment No. 1

7

(F 53-4)

Capital Increase Report Form


July 23, 2020

Gulf Energy Development Public Company Limited (the “Company”) hereby reports that the Board of

Directors’ Meeting No. 10/2020, held on July 23, 2020 from 11.00 a.m. to 11.50 a.m., resolved to approve the

Company’s capital increase and the allocation of newly issued shares as follows:

1. Capital increase

The meeting of Board of Directors resolved to propose to the Extraordinary General Meeting of Shareholders No.

1/2020 to consider and approve the increase of the Company’s registered capital from THB 10,666,500,000 to

THB 11,733,150,000 by issuing 1,066,650,000 newly issued ordinary shares with a par value of THB 1.00 per

share, totaling THB 1,066,650,000. The capital increase is as detailed below:

Type of capital increase Type of shares Number of share

(Shares) Par value

(THB/share)

Total

(THB)

Specific Use of Proceeds Ordinary share 1,066,650,000 1.00 1,066,650,000

General Mandate - - - -

2. Allotment of newly issued shares

2.1 Specific Use of Proceeds

Allocated to Number of shares

(Shares)

Ratio

(Existing: New) Sale price

(THB/ share)

Date and time

of

subscription

and share

payment

Remark

Existing shareholders

of the Company in

proportion to their

respective

shareholdings (Rights

Offering) whereby the

existing shareholders

are entitled to

oversubscribe for the

newly issued ordinary

shares in excess of

their rights. The

Company reserves the

right to not offer or

allocate the newly

issued ordinary shares

in the Rights Offering

to any shareholder if

such offering or

allocation will or may

result in the Company

being subject to any

obligations under the

Up to 1,066,650,000

shares

(accounting for 9.09

percent of total paid-up

shares of the Company

after completion of the

Rights Offering)

10 existing

ordinary shares :

1 newly issued

ordinary share

(Any fractions

resulting from

the calculation

based on the

allocation ratio

set forth shall be

rounded down.)

THB 30 per share

which is the price

calculated from the

volume weighted

average price of the

Company’s shares

during 15

consecutive trading

days prior to the

date of the meeting

of the Board of

Directors less a

discount of

approximately

21.37 percent.

September

14 – 18, 2020

(5 business

days in total)

Please

see the

remarks

below.

8

Allocated to Number of shares

(Shares)

Ratio

(Existing: New) Sale price

(THB/ share)

Date and time

of

subscription

and share

payment

Remark

law of other

jurisdictions. The

Company has

considered that there

will be no offering or

allocation of newly

issued ordinary shares

in the Rights Offering

to shareholders in the

United States, Canada,

the People’s Republic

of China, South Africa

and other jurisdictions

as the Company may

deem appropriate.1

Remarks

1. The Board of Directors’ Meeting No. 10/2020 of the Company on July 23, 2020 resolved to

propose to the Extraordinary General Meeting of Shareholders No. 1/2020 to consider and approve

the allocation of up to 1,066,650,000 newly issued ordinary shares with a par value of THB 1 per

share for an offering to the existing shareholders of the Company in proportion to their respective

shareholdings at the offering price of THB 30 per share which is the price calculated from the

volume weighted average price of the Company’s shares during 15 consecutive trading days prior

to the date of the meeting of the Board of Directors less a discount of approximately 21.37 percent.

The allocation shall be at the ratio of 10 existing ordinary shares to 1 newly issued ordinary share.

Any fractions of shares shall be rounded down and the existing shareholders shall be entitled to

oversubscribe for the newly issued ordinary shares in excess of their rights. Any newly issued

ordinary shares remaining unsubscribed from the first allocation will be re-allocated to every

shareholder who has oversubscribed for and fully paid the price of the shares, whereby each round

of reallocation will be made accordingly in proportion to their respective shareholdings of each

oversubscribing shareholder (the “Rights Offering”). In this regard, the allocation of the

oversubscribed shares shall be made in accordance with the following details:

1) In the case that the number of shares remaining from the first allocation to the existing

shareholders in proportion to their respective shareholdings is higher than or equal to the

number of shares which are oversubscribed for by the existing shareholders, the Company

will allocate the remaining shares to all oversubscribing shareholders who have fully paid the

price of the oversubscribed shares in accordance with the number of shares for which they

have expressed their intention to oversubscribe.

2) In the case that the number of shares remaining from the first allocation to the existing

shareholders in proportion to their respective shareholdings is lower than the number of

shares which are oversubscribed for by the existing shareholders, the Company will allocate

the remaining shares to the oversubscribing shareholders as follows:

2.1) The Company will allocate the remaining shares by multiplying the shareholding

percentage of each oversubscribing shareholder by the number of the remaining

shares, the result thereof will be in the round number of shares to be allocated to the

1 The Company has further considered that there will be no offering or allocation of newly issued ordinary shares in the

Rights Offering to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933).

9

oversubscribing shareholders. In the case of a fraction of a share, the fraction shall be

rounded down. However, the number of shares to be allocated shall not exceed the

number of shares for which each shareholder has subscribed and fully paid for.

2.2) In the case where there are shares remaining from the allocation pursuant to 2.1), the

Company will allocate the remaining shares to each oversubscribing shareholder who

has not been fully allocated with oversubscribed shares by multiplying the

shareholding percentage of each oversubscribing existing shareholder by the number

of the remaining shares, the result thereof will be the round number of shares be

allocated to the oversubscribing shareholders. In the case of a fraction of a share, the

fraction shall be rounded down. However, the number of shares to be allocated shall

not exceed the number of shares for which each shareholder has subscribed and fully

paid for. The Company shall allocate the oversubscribed shares to the oversubscribing

shareholders in accordance with the procedures under this provision until there are no

shares remaining from the allocation.

If the subscription of newly issued shares in the Rights Offering results in any subscriber holding

the shares in the number which reaches or crosses the threshold where a tender offer for all

securities of the Company is required under the law, such shareholder must comply with the

relevant laws and regulations.

The date for determining the rights of the Company’s shareholders who will be offered to subscribe

for the newly issued ordinary shares in the Rights Offering (Record Date) will be August 7, 2020

and the subscription date will be September 14 - 18, 2020 (5 business days in total). However, the

determination of such right remains uncertain and subject to an approval of the Extraordinary

General Meeting of Shareholders.

The Company reserves the right to not offer or allocate the newly issued ordinary shares in the

Rights Offering to any shareholder if such offering or allocation will or may result in the Company

being subject to any obligations under the law of other jurisdictions. The Company has considered

that there will be no offering or allocation of newly issued ordinary shares in the Rights Offering to

shareholders in the United States, Canada, the People’s Republic of China, South Africa and other

jurisdictions as the Company may deem appropriate.2

In this respect, the Chief Executive Officer and/or any person designated by the Chief Executive

Officer shall be authorized to undertake any actions with regard to the allocation of such newly

issued ordinary shares including, but not limited to;

1) determining or modifying the terms and other details in relation to the Rights Offering,

including:

(i) the number of newly issued ordinary shares to be allotted to existing shareholders;

(ii) the date for determining the rights of the Company’s shareholders who is entitled to

subscribe for the newly issued ordinary shares in the Rights Offering (Record Date);

(iii) any shareholders who may not be entitled to subscribe for or being allocated of the

newly issued ordinary shares in the Rights Offering if such offering or allocation will

or may result in the Company being subject to any obligations under the law of other

jurisdictions;

(iv) the offering ratio of the Rights Offering (the ratio of existing shares to newly issued

ordinary shares);

2 The Company has further considered that there will be no offering or allocation of newly issued ordinary shares in the

Rights Offering to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933).

10

(v) the offering price and the calculation of the offering price in the Rights Offering;

(vi) the allocation of oversubscribed shares;

(vii) the subscription and payment period of the Rights Offering; and

(viii) any other terms and details relating to the foregoing matters;

2) entering into negotiation, agreement and execution of the relevant documents and agreements

as well as taking any action in connection with the allocation of such newly issued ordinary

shares;

3) execution of application for permission and waiver, any necessary evidence in connection with

the allocation of such newly issued ordinary shares, including the arrangement and submission

of application for such permission and waiver, documents and evidence to relevant authorities

or agencies, listing such newly issued ordinary shares on the Stock Exchange of Thailand and

being empowered to take any other action which is necessary for the allocation of such new

ordinary shares; and

4) appointing and designating other appropriate persons to be the substitute attorney in fact to

perform the above.

2.2 Actions to be taken by the Company in case of a fraction of shares

Any fraction of shares from the allocation of the newly issued ordinary shares to each shareholder in

proportion to their respective shareholdings shall be rounded down.

3. Schedule for the shareholders’ meeting to approve the capital increase and the share allocation

The Extraordinary General Meeting of Shareholders No. 1/2020 is scheduled to be held on August 27, 2020 at

2.00 p.m. at Athenee Crystal Hall, 3rd Floor, The Athenee Hotel Bangkok at 61 Wireless Road, Lumpini,

Pathumwan, Bangkok. The date for determining the shareholders who are entitled to attend the Extraordinary

General Meeting of Shareholders No. 1/2020 (Record Date) is scheduled to be on August 7, 2020.

4. Approval of the capital increase/share allocation by the relevant governmental agencies and conditions

thereto (if any)

4.1 The Company will register the increase of the registered capital and the change to the registered

capital and the amendment to the Memorandum of Association with the Department of Business

Development under the Ministry of Commerce, within 14 days from the date on which the

Extraordinary General Meeting of Shareholders has approved the increase of the registered capital,

and will register the increase of the paid-up capital within 14 days from the date the newly issued

shares are fully paid-up.

4.2 The Company will file the application for the listing of the newly issued ordinary shares as listed

securities with the Stock Exchange of Thailand.

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5. Objectives of the capital increase and use of proceeds

5.1 To use the proceeds for investment in projects that are in the Company’s plan, e.g. renewable

energy projects in Vietnam, wind energy project in Germany, infrastructure and utility projects

such as Map Ta Phut Industrial Port Development Phase 3 project (phase 1), Laem Chabang Port

Development project (phase 3), Intercity Motorway projects, natural gas project in Oman,

Hin Kong power plant project, Burapa Power power plant project and to use the proceeds for

business expansion in the future whereby the Company sees an opportunity to expand its business

in Asia, Europe, America and others.

5.2 Certain part of the proceeds will be used for repayment of existing loan to reduce interest burden.

5.3 To use as working capital of the Company.

6. Benefits which the Company will receive from the capital increase/share allocation

6.1 To strengthen the financial structure of the Company by adjusting the debt-to-equity ratio to be in an

appropriate level and enhance the potential of business expansion both domestically and internationally.

6.2 To reduce interest payment burden of the Company.

6.3 To increase liquidity for the Company as well as to help increase working capital for business operation.

7. Benefits which shareholders will receive from the capital increase/share allocation

7.1 Dividend policy

The Company has a policy to pay dividend to the shareholders at no less than 30% of the Company’s

separate net profit, after deducting tax, legal reserve and other obligations under financing agreements.

However, the Company’s dividend payment may be adjusted depending on the Company’s

performance, cash flow, investment requirements, conditions and restrictions under relevant financing

agreements and other relevant considerations in the future. In the case where it is resolved by the

Company’s Board of Directors to pay annual dividend, the Company’s Board of Directors must propose

such resolution to the Company’s meeting of the shareholders for approval, unless it is an interim

dividend payment which the Company’s Board of Directors has the authority to authorize dividend

payment and will report such payment in the subsequent meeting of the shareholders.

The subscribers of the newly issued shares shall be entitled to receive dividends from the Company’s

business operations from the date on which the subscribers are registered as the Company’s shareholders

and the Company declares dividend payment. The Company’s dividend payment depends on its

performance and shall be in accordance with the relevant laws and regulations.

7.2 Others

-None-

8. Other details necessary for decision-making by shareholders in approving the capital increase and the

share allocation

8.1 Effects on the shareholders from the allocation of newly issued shares

8.1.1 Price Dilution

After the allocation of the newly issued ordinary shares to the existing shareholders

in proportion to their respective shareholdings, price dilution will be subject to the

exercise of the rights to purchase newly issued ordinary shares of each existing

shareholder. In the case that all existing shareholders do not exercise their rights to

12

purchase any newly issued ordinary shares, there will be no price dilution effect on

the shares of the Company. However, in the case that all existing shareholders fully

exercise their rights, the price of the shares of the Company will be affected and it

will be decreased by not more than 1.94 percent as per the following calculation:

= Market price before offering – Market price after offering

Market price before offering

= 38.15 – 37.41

38.15

= Up to 1.94 percent

Market price before offering:

The volume weighted average of the Company’s share price 15 consecutive trading

days prior to the Board of Directors’ Meeting dated July 23, 2020 (during July 1,

2020 to July 22, 2020) which is equivalent to THB 38.15 per share

Market price after offering

=

(Market price before offering x Number of paid-up shares) +

(Offering price x Number of shares offered) Number of paid-up shares + Number of shares offered

= (38.15 x 10,666,500,000) + (30 x Up to 1,066,650,000)

10,666,500,000 + Up to 1,066,650,000

= Not less than THB 37.41 per share

8.1.2 Control Dilution

After the allocation of the newly issued ordinary shares to the existing shareholders

of the Company in proportion to their respective shareholdings, in the case that all

existing shareholders fully exercise their rights to purchase the newly issued shares,

there will be no control dilution.

However, in the case that any shareholder does not exercise his/her rights to

subscribe for any newly issued ordinary shares and other shareholders exercise their

rights to subscribe for all of the newly issued ordinary shares in accordance with their

rights and/or oversubscribe for all newly issued ordinary shares in excess of their

rights resulting in the newly issued ordinary shares being fully subscribed, there will

be a control dilution effect on such non-subscribing shareholder, where his/her voting

rights will be decreased by not more than 9.09 percent as per the following

calculation:

13

= Number of shares offered

Number of paid-up shares + Number of shares offered

= Up to 1,066,650,000

10,666,500,000 + Up to 1,066,650,000


8.1.3 Earnings per Share (EPS) Dilution

= EPS before offering - EPS after offering

EPS before offering

= 0.2982 – 0.2711

0.2982


Whereby EPS before offering = Net profit

Number of paid-up shares

= 3,180,621,064

10,666,500,000

= THB 0.2982 per share

Whereby EPS after offering = Net profit

Number of paid-up shares + Number of shares offered

= 3,180,621,064

10,666,500,000 + Up to 1,066,650,000

= Not less than THB 0.2711 per share

Net profit is calculated based on the net profit of the last 12 months from April 1,

2019 to March 31, 2020. However, in preparation of the notice of rights to

subscribe for the newly issued ordinary shares to the Company’s existing

shareholders which will be further delivered to the shareholders, the Company will

calculate earnings per share dilution based on the net profit of the last 12 months

which will be the most updated information at that time.

When comparing the benefits which shareholders will receive from the capital

increase and share allocation with the price, control or earnings per share dilution

per the details above, the Board of Directors has viewed that the benefits which

shareholders will receive from the capital increase and share allocation are greater

than the price, control or earnings per share dilution as the capital increase and share

allocation will enable the Company to strengthen its financial position as the

Company will continue to have working capital for liquidity in operating business in

the future.

14

8.2 Opinions of the Board of Directors on the capital increase or the offering of the newly

issued ordinary shares to the existing shareholders in proportion to their respective

shareholdings

8.2.1 Rationale and necessity for the capital increase

The Board of Directors has viewed that it was necessary for the Company to increase

its registered capital and allocate the newly issued ordinary shares to the existing

shareholders in proportion to their respective shareholdings where the proceeds from

the allocation of the newly issued shares would be used for the purposes as described

under Clause 5 above.

8.2.2 Feasibility of the plan for the use of proceeds

The Company plans to allocate the newly issued ordinary shares to the existing

shareholders of the Company in proportion to their respective shareholdings and

receive the proceeds from such allocation by September 2020. The Company will use

such proceeds for the purposes as described under Clause 5 above.

8.2.3 Reasonableness of the capital increase, plan for the use of proceeds from the

shares offering, and projects to be implemented, including sufficiency of the

sources of funds in the case that proceeds from the allocation of the newly issued

ordinary shares in proportion to their respective shareholdings are insufficient

The Board of Directors has viewed that the allocation of the newly issued ordinary

shares to the existing shareholders in proportion to their respective shareholdings was

appropriate and reasonable and was in the best interest of the Company and all

shareholders because the proceeds will strengthen the financial structure of the Company,

will be used to expand business of the Company in the future as well as help increase

working capital for business operation.

8.2.4 Potential impact on the business operations of the Company, as well as its

financial position and operating results as a result of the capital increase and the

implementation of the plan for the use of proceeds or projects

The Board of Directors has viewed that the allocation of the newly issued ordinary

shares to the existing shareholders of the Company in proportion to their respective

shareholdings was in line with the Company’s financing plan, which would allow the

Company to be able to use the proceeds from the capital increase for the purposes as

described under Clause 5 above. The implementation of the foregoing would be

beneficial to the Company and will not have any adverse effect on the business

operations of the Company, as well as its financial position and performance.

9. Schedule of actions after the Board of Directors resolved to propose to the Extraordinary General Meeting

of Shareholders No. 1/2020 to consider and approve the capital increase/the share allocation

No. Procedure Date

1. The Board of Directors’ Meeting No. 10/2020 July 23, 2020

2. The date for determining the shareholders who are entitled to attend

the Extraordinary General Meeting of Shareholders No. 1/2020

(Record Date)

August 7, 2020

3. The date for determining the shareholders who are entitled to

subscribe for the newly issued ordinary shares in the Rights

Offering (Record Date)

August 7, 2020

15

No. Procedure Date

4. The Extraordinary General Meeting of Shareholders No. 1/2020 August 27, 2020

5. Registration of the increase of the registered capital and the

amendment to the Memorandum of Association with the Ministry

of Commerce

Within 14 days from the date

where the Extraordinary

General Meeting approves the

increase of the registered

capital and the amendment to

the Memorandum of Association

6. The subscription period of the newly issued ordinary shares September 14 – 18, 2020

(5 business days in total)

7. Registration of the paid-up capital with the Ministry of Commerce Within 14 days from the date of

last day of the

subscription period

10. Representations of the Board of Directors on the capital increase

If a director of the Company fails to perform fiduciary duties to preserve the interest of the Company with

respect to the capital increase, and such failure causes damage to the Company, the shareholders may file

a lawsuit to claim damages against such director on behalf of the Company in accordance with Section 85

of the Public Limited Companies Act B.E. 2535 (1992). If such failure results in the director or related

persons obtaining undue benefits, the shareholders are entitled to bring an action on behalf of the

Company to claim against such director to return the benefits in accordance with Section 89/18 of the

Securities and Exchange Act B.E. 2535 (1992).

Attachment No. 2

16

Information of the Independent Directors

proposed by the Company as proxy of shareholders

1. Mr. Vinit Tangnoi

Position: Independent Director and Member of the Audit Committee

Date of Appointment: May 25, 2017

Age: 69 years

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

Bangkok 10330

Education: - Master of Science (Industrial Engineering), The University of Texas at Arlington, USA

- Bachelor of Engineering (Mechanical Engineering), Kasetsart University

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

- Advanced Management Program, Harvard Business School, USA

- Senior Executive Program (SEP), Class 16, Sasin Graduate Institute of Business

Administration of Chulalongkorn University

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

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

Director Training: - Role of the Compensation Committee (RCC), Class 2/2007, Thai Institute of Directors

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

Work Experience

(during the recent

5 years) and/or

Important Positions:

2014 - 2017

2009 - 2011

2008 - 2011

2008 - 2011

2006 - 2008

2005 - 2008

Independent Director and Member of the Audit Committee,

Gulf Energy Development Company Limited

Chairman of the Board of Directors, Gulf Electric Public Company Limited

Director and President, Electricity Generating Public Company Limited

Director, BLCP Power Company Limited

Director, Ratchaburi Electricity Generating Holding Public Company Limited

Deputy Governor, Electricity Generating Authority of Thailand

Other Directorship Positions/Other Positions at Present:

• Other Listed Companies - None -

• Non-Listed Companies - None -

• Other Companies that compete

with/related to the Company

- None -

Shareholding in the Company:

(as of June 30, 2020)

Personal: 0.005%

Spouse/minor child: - None-

Family Relationship with Other

Directors and Executives

- None -

Special Interest in the Meeting Agenda

(Agenda No. 1-3)

- None -

Attachment No. 2

17

Information of the Independent Directors

proposed by the Company as proxy of shareholders

2. Mr. Santi Boonprakub

Position: Independent Director and

Member of the Sustainability and Risk Management Committee

Date of Appointment: May 25, 2017

Age: 67 years

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

Bangkok 10330

Education: - Master of Public and Private Management Program, National Institute of Development

Administration

- Bachelor of Science (Statistics), Ramkhamhaeng University

Training: - Corporate Governance for Directors and Senior Executives of State Enterprises and Public

Organizations (PDI), Class 12, King Prajadhipok’s Institute

- Senior Executive Development (Program II), Class 3, Civil Executive College, Civil Service

Training Institute, Office of the Civil Service Commission

- Civil Service Executive Development Program: Visionary and Moral Leadership

(Program I), Class 59, Civil Executive College, Civil Service Training Institute, Office of

the Civil Service Commission

- Management of Public Economics for Executives, Class 3, King Prajadhipok’s Institute

- Economics for Natural Resource Management, Oregon State University, USA

Director Training: - Director Certification Program (DCP), Class 268/2018, Thai Institute of Directors

- Director Accreditation Program (DAP), Class 131/2016, Thai Institute of Directors

Work Experience

(during the recent

5 years) and/or

Important Positions:

2017 - 2020

2017 - 2019

2015 - 2017

2011 - 2013

2010 - 2011

2009 – 2010

2009

Member of the Audit and Evaluation Sub-Committee, Agricultural Research

Development Agency

Advisory Member, Biodiversity-Based Economy Development Office (Public

Organizations)

Independent Director, Gulf Energy Development Company Limited

Secretary General, Office of Natural Resources and Environmental Policy and

Planning

Inspector General, Ministry of Natural Resources and Environment

Deputy Secretary General, Office of Natural Resources and Environmental

Policy and Planning

Deputy Director General, Department of Mineral Resources

Other Directorship Positions/Other Positions at Present:

• Other Listed Companies - None -

• Non-Listed Companies

(2 Organizations)

2019 - Present

2019 - Present

Member of the National Committee on Climate Change Policy

Member of the National Land Policy Committee

• Other Companies that compete

with/related to the Company

- None -

Shareholding in the Company:

(as of June 30, 2020)

Personal: 0.005%

Spouse/minor child: - None-

Family Relationship with Other

Directors and Executives

- None -

Special Interest in the Meeting

Agenda (Agenda No. 1-3)

- None -

Attachment No. 3

18

The Company’s Articles of Association

in relation to the Extraordinary General Meeting of Shareholders No. 1/2020 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 share purchaser 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


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


Shareholders’ Meeting 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 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

Attachment No. 3

19

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.

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.

Attachment No. 3

20

(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. 4

21

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. 1/2020, 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 12:00 p.m. on Thursday, August 27,

2020.

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

convenience and smooth process, 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. 8. To

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

Company deems it 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. 8) 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

Department of Business

- 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 or

equivalent document which

Attachment No. 4

22


follow the guideline set out

in Clause 2 below.)

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

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. 2.

Shareholder must authorize a person as you wish or an independent director whose profile is attached to the 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 invitation as per Attachment No. 5. Alternatively, 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 shares for

Attachment No. 4

23

safekeeping) from the Company’s website www.gulf.co.th. 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, shareholder must choose to either cast a vote for or against or abstain from voting, and not combination thereof. 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.

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. 8) 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

Commerce, which is signed

- 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 an affidavit or

equivalent document which

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

Attachment No. 4

24


to certify by the authorized



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

demonstrate at least the

name of juristic person,

address and authorized

director(s), which is signed

to certify by the authorized



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

appoint a custodian 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. 4

25

Criteria for Vote Casting and Counting

1. The Chairman of the Meeting or a person designated by the Company 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 shareholders or the proxy who attend the meeting and cast votes. Results on each agenda item shall be announced to the meeting before the meeting is adjourned. 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 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 designated by the Company 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 the consideration and approval of the increase of the registered capital of the Company from THB 10,666,500,000 to THB 11,733,150,000, by issuing 1,066,650,000 newly issued ordinary shares, with a par value of THB 1 per share and requires the approval of the meeting with the votes of not less than three-fourths (3/4) of the total votes of shareholders and proxy holders attending the meeting and having the right to vote.

Agenda No. 2 which is for the consideration and approval of the amendment to Clause 4 of the Company’s Memorandum of Association in accordance with the increase of the registered capital and requires the approval of the meeting with the votes of not less than three-fourths (3/4) of the total votes of shareholders and proxy holders attending the meeting and having the right to vote.

Agenda No. 3 which is for the consideration and approval of the allocation of up to 1,066,650,000 newly issued ordinary shares, with a par value of THB 1 per share for an offering to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering) and requires the approval of the meeting by a majority vote of shareholders and proxy holders attending and casting the votes at the meeting.

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. 4

26

Meeting Arrangement

Shareholders


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 a person designated by the Company informs

the Meeting of the conclusion of the voting

The Chairman declares the meeting

to order (at 2.00 p.m.)

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

Attachment No. 5

27

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. Vinit Tangnoi , Age 69 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) Mr. Santi Boonprakub , 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.

1/2020 on Thursday, August 27, 2020 at 2:00 p.m. at Athenee Crystal Hall, 3rd Floor, The Athenee Hotel

Bangkok, 61 Wireless Road, Lumpini, Pathumwan, 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: A shareholder appointing the proxy must authorize only one proxy to attend and vote at the

meeting and shall not allocate the number of shares to several proxies to vote separately.

Attachment No. 5

28

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. Vinit Tangnoi , Age 69 Years,



Province Bangkok , Postal code 10330 ; or

(3) Mr. Santi Boonprakub , 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. 1/2020 on Thursday, August 27, 2020 at 2:00 p.m. at Athenee

Crystal Hall, 3rd Floor, The Athenee Hotel Bangkok, 61 Wireless Road, Lumpini,

Pathumwan, Bangkok 10330 or at any adjournment thereof.

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

as follows:

Agenda 1 : To consider and approve the increase of the registered capital of the

Company from THB 10,666,500,000 to THB 11,733,150,000, by issuing

1,066,650,000 newly issued ordinary shares, with a par value of THB 1

per share

(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

Attachment No. 5

29

Agenda 2 : To consider and approve the amendment to Clause 4 of the Company’s

Memorandum of Association in accordance with the increase of the

registered capital




follows:


Agenda 3 : To consider and approve the allocation of up to 1,066,650,000 newly

issued ordinary shares, with a Par value of THB 1 per share for an

offering to the existing shareholders of the Company in proportion to

their respective shareholdings (Rights Offering)




follows:


Agenda 4 : Other business (if any)




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 matter other than those

specified above, including amending or adding any fact, 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, except for the vote of

the Proxy which is not in accordance with this Proxy Form, shall bind me/us as if I/we performed

such act.

Signed Grantor

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Attachment No. 5

30

Remarks:

1. A shareholder appointing the proxy must authorize only one proxy to attend and vote at the

meeting and shall not allocate the number of shares to several proxies to vote separately.

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. 5

31

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. 1/2020 on Thursday,

August 27, 2020 at 2:00 p.m. at Athenee Crystal Hall, 3rd Floor, The Athenee Hotel

Bangkok, 61 Wireless Road, Lumpini, Pathumwan, 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. 6

32

Question Form for the Extraordinary General Meeting of Shareholders No. 1/2020

I, (Mr. / Mrs. / Miss / Others) Name .................................................... Surname .....................................................

Address : ..................................................................................................................................................................

..................................................................................................................................................................................

Telephone : .................................................... email : .............................................................................................

as a shareholder of Gulf Energy Development Public Company Limited, hold a total of ........................... shares

would like to submit question(s) relating to agenda(s) for the Extraordinary General Meeting of Shareholders

No. 1/2020 of the Company as follows:

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

..................................................................................................................................................................................

Shareholder can submit the questions for the Extraordinary General Meeting of Shareholders No. 1/2020 in

advance from August 7-24, 2020 via email at [email protected] or via post to the Company Secretary at the following

address :

Company Secretary


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

Wireless Road, Lumpini Sub-district, Pathumwan District,

Bangkok 10330

DIRECTIONSBy Car : Exit expressway at South Ploenchit Exit, turn left to Ploenchit Road and turn left to Wireless Road

By BTS Skytrain : BTS Ploenchit Station Exit 2 Wireless Road

By Bus : Route Wireless Road Bus No. 13 , 17, 62 and 76

Route Ploenchit Road Bus No. 2, 25, 40, 501, 508 and 511

Attachment No. 7

Map of the Meeting Venueat Athenee Crystal Hall, 3rd Floor,

The Athenee Hotel BangkokNo. 61 Wireless Road, Lumpini, Pathumwan, Bangkok Thailand

Tel : +66 2650 8800

เซนทรล เว�ลด�Central World

ถ.ราชดำร�Ratchadamri Rd.

เกษรGaysorn

สถานชดลม

BTS

Chi

dlom

Sta

tion

ถ.ชดลมChidlom Rd.

เซนทรลชดลมCentral Chidlom

ถ.สข

�มว�ท

Sukh

umvi

t Rd.

ศาลพระพรหมเอราวณErawan Shrine

รพ.ตำรวจPolice Hospital

ถ.องร�ดนงต�Henri Dunant Rd.

ราชกร�ฑาสโมสรThe Royal Bangkok Sports Club

รพ.จ�ฬาChulalongkorn Hospital

Silom Line

สถานราชดำร�BTS Rajdamri Station

ถ.สลมSilom Rd.

ถ.สา

รสน

Sara

sin

Rd.

ถ.พ

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ม 4

Ram

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Rd.

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เพนนนซล�าพลาซ�า

Peninsula Plaza

อมร�นทร�พลาซ�าAmarin Plaza

โรงเร�ยนมาแตร�เดอMater Dei School

ถ.หลงสวนLangsuan Rd.

ถ.พ

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ม 4

Ram

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สถานเพลนจ�ต

BTS

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ธนาคารกรงศร�อยธยา

ถ.ว�ทยWitthayu Rd.

ถ.ว�ทยWitthayu Rd.

เซนทรล เอมบาสซCentral Embassy

ซ.ต�นสนsoi Ton Son

ถ.เพ

ลนจ�ต

Ploe

nchi

t Rd.

โฮมโปร เพลนจ�ตHomepro

Phleon Chit

ควเฮาส� เพลนจ�ตQ House Ploenchit Building

ออลซซนส� เพลสAll Seasons Place

โรงแรม ด แอทธนThe Athenee Hotel

ซ. ร�วมฤดSoi Ruam Ruedi

Royal Osha

Sukh

umvi

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ปาร�คเวนเชอร�

ParkVentures

มหาทนพลาซ�า

MahatunPlaza

ถ.สาทรSathon Rd.

BangkokArt Biennale

@ One Bangkok

Measures and Guidelines for the Meeting Attendees of

the Extraordinary General Meeting of Shareholders No. 1/2020

to Prevent the Outbreak of Coronavirus Disease (COVID-19)

In order to prevent the outbreak of the Coronavirus Disease (“COVID-19”) and to comply with the disease

preventive measures imposed by the Government and related authorities, the Company would like to inform

measures and guidelines for attending the Meeting as follows:

1. The Company would like to ask for cooperation from shareholders to consider granting a proxy to the

Company’ Independent Director instead of attending the Meeting in person in order to reduce the risks

of mass gatherings. Please send a completed proxy form together with supporting documents to the

following address:

The Company Secretary


11th Floor, M. Thai Tower, All Seasons Place,

No. 87 Wireless Road, Lumpini Sub-district,

Pathumwan District, Bangkok 10330

In this regard, Explanation on the Appointment of Proxy appears as Attachment No. 4. Shareholders who

grant a proxy can reserve all voting rights in the Meeting in accordance with the relevant laws and

regulations.

2. If shareholders have any questions related to the Meeting agenda, shareholders can submit the questions

in advance by completing Question Form which appears as Attachment No. 6 and sending it via

[email protected] or to the Company Secretary at the postal address mentioned in Item No. 1. Please clearly

specify shareholder’s name, telephone number and email address. The Company will collect all questions

and provide answers to the questions in the Meeting.

3. In case that shareholders and/or proxies wish to attend the Meeting

In order to comply with the laws and preventive measures imposed by the relevant government authorities,

the Company has set out preventive measures and guidelines and would like to request attendees to

strictly adhere to the Company’s measures as follows:

3.1 Screening process before the Meeting - The Company will have a screening point for checking every

attendee’s body temperature at the entrance to the Meeting room. The Company would like to request

for strict cooperation from all attendees to keep personal distance of at least 1-2 meters apart while

queuing at the screening point, document checkpoint and registration point.

Attendees shall be required to truthfully fill in “the form for health screening for the risk of

Coronavirus Disease 2019 (COVID-19)” at the screening point and must pass through the body

temperature screening. If there is any suspect case, e.g. any persons having fever (having a body

temperature of 37.5 degrees Celsius or higher) or showing any respiratory symptoms such as

coughing, sneezing, runny nose, sore throat or breathing difficulties or showing any sign or

indication of COVID-19 infection or any other symptoms or indications of diseases which expose to

COVID-19 infection including those who have had close contact with those who visited or returned

from countries or areas with the report of COVID-19 outbreak or those who have had close contact

with patients with suspected or confirmed COVID-19 in less than 14 days before the Meeting, the

Company reserves the right to restrict attendee with such conditions from entering into the Meeting

room and shall request such attendee to consider granting a proxy to the Company’s Independent

Director. Please note that concealment of health information or traveling record is considered a

violation of the Communicable Diseases Act B.E. 2558. In addition, attendees must bear any risks

resulting from participating the meeting, including taking care of your own health and welfare which

may be impacted and the Company does not wish such impact to occur.

mailto:[email protected]

3.2 Check-in and check-out at the Meeting – Attendees will be required to check into and check out of

the Meeting by scanning Thaichana QR Code. The Company will arrange QR Code for the Meeting

attendees in the entrance and exit areas. This is to facilitate disease-control tracking of the Meeting

attendees in event that there is a report of COVID -19 case.

Attendees who passed through the screening and registration processes will be given a sticker and

must always affix the sticker on their clothes while in the Meeting area. The Company will

allow only shareholders and/or proxies who passed through the screening and registration processes

to enter into the Meeting room. Followers of the Meeting attendees will not be allowed to enter into

the Meeting room.

3.3 Guidelines for shareholders and/or proxies who wish to attend the Meeting – The Company

would like to request attendees to strictly follow the Company’s guidelines as follows:

- Always wear a facemask while in the Meeting

- Wash your hands with soap or hand sanitizer

- Follow the social distancing rule by keeping personal distance of at least 1-2 meters

- Avoid touching or sharing personal items with others

- Please leave the Meeting if you develop a fever, cough, runny nose, sore throat or breathing

difficulties.

3.4 The Company will arrange the seat with appropriate social distancing at the minimum of 1.5-2

meters from each other. This will limit number of available seats in the Meeting room to not over

100 seats. Moving of the seats arranged by the Company will be strictly prohibited. The Company

will allocate the seats to the registered attendees on first come-first serve basis. In the event that the

seats are all taken by the prior attendees, the Company reserves the right to not allow any additional

attendees and seats or standing in the Meeting room. In such event, the Company will request for

shareholders’ cooperation to consider granting a proxy to the Company’s Independent Director.

3.5 Guidelines for asking questions in the Meeting – to ensure the conciseness of the Meeting and the

safety and well-being of the Meeting attendees, the Company will not provide microphone for

asking questions in the Meeting. If shareholders have any questions related to the Meeting agenda,

please write them down and submit them in the question box. The Company will provide answers

to the questions in the Meeting.

3.6 The Company will not provide any snack box, tea, coffee or any kind of beverages except for

bottled water and any food consumption in the Meeting area will be strictly prohibited in order

to reduce the risk of virus disease spreading.

In addition, if there is any change in the situation or additional regulations imposed by the government

authorities, the Company may consider adjusting any measures in this connection in line with the situation

or any additional regulations to be issued or determined by the government and will inform shareholders

through the Company’s website (www.gulf.co.th) and SET Link of the Stock Exchange of Thailand.

Your cooperation in strictly adhering to the above measures and guidelines would be highly appreciated.

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

Gulf Energy Development Public Company Limited 11th Floor, M Thai Tower, All Seasons Place,

87 Wireless Road, Lumpini, Pathumwan, Bangkok 10330www.gulf.co.th

Invitation to · 2020. 8. 6. · Invitation to the Extraordinary General Meeting of Shareholders...

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