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Minutes of the Annual General Meeting of Shareholders for the Year 2020
Gulf Energy Development Public Company Limited
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The Meeting was held on Wednesday, April 8, 2020, at 08.30 a.m., at Uthai Power Plant, No. 999
Moo 1, Ban Chang Sub-district, Uthai District, Ayutthaya Province 13210
Gulf Energy Development Public Company Limited (the “Company”) had set the Record Date of
Friday, March 6, 2020 as to determine names of the shareholders eligible to attend the 2020 Annual
General Meeting of Shareholders (the “Meeting”). The number of the entitled shareholders on the
Record Date (March 6, 2020) were 15,239 shareholders, holding a combined total of 2,133,300,000
shares.
Directors Present at the Meeting
1. Mr. Sarath Ratanavadi Director, Chairman of the Meeting and Chief Executive Officer
2. Mr. Vinit Tangnoi Independent Director and Member of the Audit Committee
3. Mrs. Porntipa Chinvetkitvanit Director, Member of the Sustainability and Risk Management
Committee, President and Deputy Chief Executive Officer
The Company has a total of eleven (11) directors and three (3) of whom were present at the Meeting,
representing twenty seven point three (27.3) percent of the Company’s directors.
At present, the Company has two subcommittees, i.e. the Audit Committee and the Sustainability and
Risk Management Committee, and has no other subcommittee.
Executive Present at the Meeting
1. Mr. Ratthaphol Cheunsomchit Deputy Chief Executive Officer
Auditor Present at the Meeting
1. Mr. Boonrueng Lerdwiseswit PricewaterhouseCoopers ABAS Ltd.
External Legal Advisor Present at the Meeting
1. Ms. Paralee Techajongjintana Baker & McKenzie Ltd.
With representative from Baker & McKenzie Ltd. acting as the voting inspector.
Preliminary Proceedings before the Meeting
Mr. Viset Choopiban, the Chairman of the Board of Directors, could not attend the Annual General
Meeting of Shareholders for the Year 2020 since he has to comply with the Regulations issued under
Section 9 of the Emergency Decree which stipulates that elderly persons over 70 years of age shall stay
in their dwelling places and refrain from cross-provincial travels. He therefore assigned Mr. Sarath
Ratanavadi, Vice Chairman of the Board of Directors, to act as the Chairman of the Meeting.
Mr. Sarath Ratanavadi, the Vice Chairman of the Board of Directors assigned by the Chairman of the
Board of Directors, acting as Chairman of the Meeting, gave a welcome speech to the shareholders
attending at the Meeting. The Chairman then informed the Meeting that there were 12 shareholders
attending in persons, representing 2,656,055 shares, and 1,987 shareholders attending by proxies,
representing 1,936,703,682 shares, which in total amount to 1,999 shareholders, representing
Gulf Energy Development Public Company Limited Page 2 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
1,939,359,737 shares, or equivalent to 90.9089 percent of the Company’s total issued shares (The
Company has a total of 2,133,300,000 issued shares). Hence, a quorum was constituted pursuant to the
Company’s Articles of Association. The Chairman then commenced the Meeting to consider the
matters in accordance with the agenda items.
Prior to considering the matters in accordance with the agenda items, the Chairman assigned
Ms. Theerathiphisa Tawichpasoot, Executive Vice President – Corporate Legal, to inform the
shareholders of the voting procedures and vote counting as follows:
1. In casting votes, one (1) share shall have one (1) vote pursuant to Clause 35 of the Company’s
Articles of Association.
2. Vote counting in each agenda item shall be informed in two scenarios as follows:
2.1. In a case where a shareholder attends the Meeting in person or by proxy,
The Chairman shall request the Meeting to vote in each agenda item by asking a shareholder
or proxy affix a mark either “approved”, “disapproved” or “abstained” in a ballot of each
agenda item. The Company shall collect the ballots of disapproval or abstention. The
Chairman shall ask whether any shareholder or proxy disapproves or abstains from voting. If
the shareholder or proxy disapproving or abstaining from voting in the agenda item completes
his/her vote, he or she shall be requested to raise his or her hand for the staff to collect the
ballot and count the vote on a Barcode System. The vote counting shall be done by deducting
the disapproving and abstaining votes, as well as void ballots (if any), from the total votes in
the Meeting. Therefore, all remaining votes shall be deemed as approving votes.
A shareholder or proxy who casts vote of approval in each agenda item shall be requested to
keep the ballots and return to the staff after the Meeting adjourned. The voting in this Meeting
will be conducted openly. All ballots therefore will be collected for transparency in vote
counting.
However, in connection with Agenda 4 - To Approve the Appointment of the Directors to
Replace Those Retired by Rotation, the Company would collect all the ballots (on which each
shareholder must also mark his/her vote in only one relevant box) from all shareholders/proxies
at the Meeting, by collecting the disapproving and abstaining votes first whereby shareholders
of these votes shall raise their hands for the staff to collect. The approving ballots shall be
collected last.
Any vote cast in the following circumstance shall be considered void:
(1) A ballot with marks in more than one box; or
(2) A ballot with a vote that has been crossed out without signature affixed; or
(3) The votes are divided (except for the votes of custodians)
2.2. In a case where a shareholder appointing a proxy to attend the Meeting has clearly cast his or
her vote in each agenda item in the proxy form beforehand,
The Company shall count the votes cast in the proxy form towards the resolution of such
agenda item. As these votes have been collected and recorded for processing in advance in
computer, the proxies attending the Meeting thus shall not receive ballots from the Company.
3. Details of the result of vote counting for each agenda item shall be summed up and announced to
the Meeting before the Meeting adjourned.
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Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
4. Any shareholder or proxy, who arrives after the Meeting had begun, shall have the right to vote on
the agenda item being considered and the subsequent agenda items only.
5. Any shareholder or proxy who would like to leave the Meeting before it adjourned is required to
return his or her ballots by dropping them in a designated box.
6. Due to the current outbreak of COVID-19, the Meeting will be conducted in the most concise
manner. If shareholders wish to ask questions, the Company kindly requests shareholders to submit
the questions in writing and drop them in a designated box instead of speaking through the
microphone. The answers will be published on the Company’s website within one week after the
meeting.
7. Similar to the previous shareholders’ meeting, the next meeting of shareholders shall not have the
agenda regarding the consideration and approval of the Minutes of the 2020 Annual General
Meeting of Shareholders. The Company shall disclose the Minutes of the 2020 Annual General
Meeting of Shareholders in Thai and English on the Company’s website and through the
information disclosure system of the Stock Exchange of Thailand (the “SET”) within 14 days from
the date of the Meeting. In addition, shareholders shall be given opportunity to make inquiries or
give their comments regarding the Minutes of the Meeting.
As for the previous shareholders’ meeting, the Company published the Minutes of the Meeting and
opened an opportunity for shareholders to make enquiries or give comments with respect to the
Minutes of the previous Shareholders’ Meeting. However, no enquires or opinions had been
submitted.
The Meeting Commenced
The Chairman commenced the Meeting to consider matters under the agenda item in the invitation
delivered to the shareholders as follows:
Agenda 1 To Acknowledge the Directors’ Report on the Company’s Performance for the Year
2019
The Chairman proposed that the Meeting acknowledge the report on the Company’s
Performance for the Year 2019, which the Company’s Board of Directors had
summarized the Company’s performance and significant changes during the year 2019
which forms part of the Company’s Annual Report for 2019 delivered to the
shareholders in QR Code format together with the invitation according to Attachment
No. 1.
In this regard, the Chairman thanked all shareholders who attended the Company’s
Annual General Meeting of Shareholders for the Year 2020. He informed that in
conducting the Meeting, the Company will strictly adhere to the regulations and
measures of the related authorities in preventing the spread of the Coronavirus Disease
2019 (“COVID-19”).
The Chairman then informed that the Company’s performance for the year 2019 has
progressed as planned which can be summarized as follows:
With regards to power projects in Thailand, Gulf PD Company Limited, a subsidiary of
the Company, successfully entered into financing agreements to obtain long-term loan
facilities for a construction of Gulf Pluak Daeng Power Project with an installed power
generation capacity of 2,650 megawatts.
Gulf Energy Development Public Company Limited Page 4 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
For power projects in Vietnam, Mekong Wind Power Joint Stock Company entered into
the Engineering, Procurement and Construction Contract to construct Mekong Offshore
Wind Power Project (Phase 1) and plans to construct the project as planned. Moreover,
GTN 1 Solar Power Project (formerly known as “TTCIZ-01 Solar Power Project”) and
GTN 2 Solar Power Project (formerly known as “TTCIZ-02 Solar Power Project”)
commenced commercial operation as planned.
For infrastructure and utilities projects, Gulf MTP LNG Terminal Company Limited
(“GMTP”), a subsidiary of the Company, entered into the Public Private Partnership
Contract to develop the Map Ta Phut Industrial Port Development Phase 3 Project
(Phase 1) on October 1, 2019.
Moreover, in 2019 the Company has participated in the Public Private Partnership
tenders of 3 other projects related to the country’s infrastructure as follows:
• Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project
• Intercity Motorway Bang Yai - Kanchanaburi (M81) Project
• Laem Chabang Port Development Phase 3 (Terminal F) Project
For the above mentioned two intercity motorway projects, BGSR Consortium, in which
the Company is a partner, currently has been selected as a winning bidder and expected
to sign the Public Private Partnership Contracts within the next 1-2 months. For Laem
Chabang Port Development Phase 3 (Terminal F) Project, GPC Consortium, in which
the Company is a partner, has already passed the general qualifications, technical and
investment plan proposal, and the proposed compensation benefits are currently under
consideration. The Project is still proceeding as planned.
For the Company’s performance, the impact of the COVID-19 has not materialize on
the Company’s performance due to lower revenue from lower electricity and steam sold
to industrial users of SPP power projects which is considered insignificant when
compared to the total revenues of the Group. However, to reduce impact from the said
situation, the Company has tried to adjust the business plan to tackle the current situation
including economic recession as well as implementation of various measures to reduce
costs and expenses. In this regard, the Company is confident that under the current
situation, the Company can manage its business performance in accordance with the
plan with minimal impact.
After that, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief
Executive Officer, to present the Company’s key events in 2019 and Management
Discussion and Analysis (MD&A) to the Meeting which can be summarized as follows:
Key Events in 2019
1. Gas-Fired Power Business (Conventional)
• Small Power Producer (“SPP”)
In 2019, the last 4 gas-fired SPP projects under Gulf MP Company Limited
(“GMP”), a subsidiary in which the Company holds 70.0% of its total shares,
namely Gulf NLL2 Power Project, Gulf NPM Power Project, Gulf NRV1
Power Project and Gulf NRV2 Power Project with a total installed power
generation capacity of 518.5 megawatts reach commercial operation as
scheduled.
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Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
The Company has 12 gas-fired SPP projects under GMP and all of them
successively commenced their commercial operation during 2017-2019.
• Independent Power Producer (“IPP”)
In addition to 2019, in January 2020, the Company has invested in 2 gas-fired
IPP projects as follows:
- Hin Kong Power Project
The Company acquired 49% of total shares of Hin Kong Power Holding
Company Limited, a subsidiary of RATCH Group Public Company
Limited and a holding company of Hin Kong Power Company Limited, to
develop and operate Hin Kong Power Project with contracted power
generation capacity of 1,400.0 megawatts under the Power Purchase
Agreement with the Electricity Generating Authority Thailand (“EGAT”).
- Burapa Power Project
The Company acquired 35% of total shares of Burapa Power Holding
Company Limited, a subsidiary of National Power Supply Public
Company Limited and a holding company of Burapa Power Generation
Company Limited, to develop and operate Burapa Power Project with
contracted power generation capacity of 540.0 megawatts under the Power
Purchase Agreement with EGAT.
Moreover, on November 18, 2019, Gulf PD Company Limited (“GPD”), a
subsidiary in which the Company indirectly holds 70.0% of its total shares
through Independent Power Development Company Limited (“IPD”) and an
operator of Gulf Pluak Daeng power project with an installed power generation
capacity of 2,650.0 megawatts, has entered into the financing agreements to
obtain long-term loan facilities with an aggregate amount of approximately
Baht 36,000 million (excluding VAT facility of Baht 5,000 million) with
onshore and offshore financial institutions, namely Japan Bank for
International Operation (“JBIC”), Asian Development Bank (“ADB”) and
other financial institutions totaling 16 lenders.
2. Renewable Energy Business
Gulf International Holding Pte. Ltd. (“GIH”), a subsidiary in which the Company
indirectly holds 99.9% of its total shares through Gulf Energy International
Company Limited (“GEI”), increased its investment from 49.0 % to 90.0% of total
shares in (i) Gulf Tay Ninh 1 Joint Stock Company (“GTN1”( (formerly known as
“TTC Green Energy Investment Joint Stock Company”), an operator of GTN 1 Solar
Power Project (formerly known as “TTCIZ-01 Solar Power Project”) with an
installed power generation capacity of 68.8 megawatts and (ii) Gulf Tay Ninh 2 Joint
Stock Company (“GTN2”) (formerly known as “TTC Energy Development
Investment Joint Stock Company”(, an operator of GTN 2 Solar Power Project
)formerly known as “TTCIZ-02 Solar Power Project”) with an installed power
generation capacity of 50.0 megawatts. The said two solar power projects have
commenced their commercial operation in 2019.
Moreover, on December 30, 2019, GTN2 has entered into financing agreements to
obtain long-term loan facilities denominated in U.S. dollar with an aggregate
Gulf Energy Development Public Company Limited Page 6 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
amount of approximately USD 37.8 million for a term of 15-17 years with 5 onshore
and offshore financial institutions, namely ADB, Bangkok Bank Public Company
Limited, The Siam Commercial Bank Public Company Limited, Standard Chartered
Bank (Thai) Public Company Limited and The Leading Asia’s Private Infrastructure
Fund (“LEAP”).
In this regard, when considering a total installed power generation capacity of the
Group excluding the under-study projects, the growth rate of total installed power
generation capacity will increase from 5,974 megawatts in 2020 to 13,310
megawatts in 2025, an average increase of 17.4% per year. In the meantime, the
growth rate of total equity installed power generation capacity will increase from
2,755 megawatts in 2020 to 7,592 megawatts in 2025, an average increase of 22.5%
per year.
3. Hydropower Business
The Company is currently studying 3 hydropower projects with a total installed
power generation capacity of 2,366 megawatts in the Lao People’s Democratic
Republic as follows:
• Pak Beng Hydropower Project with an installed power generation capacity
of 912 megawatts and a plan to jointly develop the project with China Datang
Overseas Investment Company Limited
• Pak Lay Hydropower Project with an installed power generation capacity of
770 megawatts and a plan to jointly develop the project with Sinohydro (Hong
Kong) Holding Limited
• Sanakham Hydropower Project with an installed power generation capacity
of 684 megawatts and a plan to jointly develop the project with China Datang
Overseas Investment Company Limited
4. Gas Business
• Natural Gas Distribution Project
WHA Eastern Seaboard NGD4 Company Limited (“WHA NGD4”), a
subsidiary of Gulf WHA MT Natural Gas Distribution Company Limited
(“Gulf WHA MT”). Gulf WHA MT is a joint venture in which the Company
indirectly holds 35.0% of its total shares. WHA NGD4 operates a natural gas
distribution project serving industrial users in the WHA Eastern Seaboard
Industrial Estate 4 with an installed capacity of 2,000,000 MMBTU/year
commenced commercial operation on June 11, 2019.
• Liquified Natural Gas Terminal
Gulf MTP LNG Terminal Company Limited (“GMTP”), a subsidiary in which
the Company holds 70.0% of its total shares, received the right to design,
construct and operate the port and LNG terminal located in the Map Ta Phut
Industrial Estate. The said LNG terminal can facilitate shipment of LNG
volume of up to 10.8 million tons per annum.
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Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
5. Infrastructure and Utilities Business
• Map Ta Phut Industrial Port Development Phase 3 Project (Phase 1)
On October 1, 2019, GMTP entered into the Public Private Partnership
Contract with the Industrial Estate Authority of Thailand (“IEAT”) to develop
the Map Ta Phut Industrial Port Development Phase 3 Project (Phase 1). The
project is comprised of Phase 1- design and construction of the infrastructure,
including dredging and land reclamation of approximately 1,000 rai and Phase
2 - the right to construct and operate the port and LNG terminal as mentioned
above.
• Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project and
Intercity Motorway Bang Yai - Kanchanaburi (M81) Project
The Company together with BTS Group Holdings Public Company Limited,
Sino-Thai Engineering and Construction Public Company Limited and RATCH
Group Public Company Limited currently is selected as a winning bidders of
Intercity Motorway Bang Pa-In - Nakhon Ratchasima (M6) Project and
Intercity Motorway Bang Yai - Kanchanaburi (M81) Project and will be
responsible for the design and construction of system works and provide
operation and maintenance (O&M) services for the civil works invested by the
government and expected to sign the Public Private Partnership Contracts in
the next 2 months.
• Power Distribution System and District Cooling System Project
Bangkok Smart Energy Company Limited, a joint venture in which the
Company holds 33.3% of its total shares, has entered into the Shareholders’
Agreements with One Power Services Company Limited and One DCS
Services Company Limited to operate the power distribution system the
District Cooling System for One Bangkok Project. Both One Power Services
Company Limited and One DCS Services Company Limited are subsidiaries
of One Bangkok Co., Ltd.
Key Financial Information
• Issuances and Offerings of Debentures with the Principal Amount of Not
Exceeding Baht 10,000 Million
With reference to the Company’s Extraordinary General Meeting of Shareholders
No. 1/2018 dated November 27, 2018, the Meeting approved the Company to issue
and offer debentures with the principal amount of not exceeding Baht 10,000
million for funding the Company’s normal operation, redeeming the existing
debentures and funding the investments and working capital. The Company
successfully offered the debentures totaling Baht 7,500 million to institutional
investors and high net worth investors on January 25, 2019. A considerable
number of institutional and high net worth investors expressed interest in the
debentures and indicated their intention to subscribe in the offerings, resulting in
an oversubscription approximately four times. The debentures were allotted in
series of 4 tranches with tenors between 3-10 years at average interest rate of 3.3%
per annum.
Gulf Energy Development Public Company Limited Page 8 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
• Revenues and Net Profit
The Company had total revenues in 2019 of Baht 33,549 million which increased
significantly from Baht 20,094 million in 2018, an increase of 67.0% YoY.
Meanwhile, the Company had profit attributable to owners of the parent of Baht
4,887 million in 2019 which increased from Baht 3,028 million in 2018, an
increase of 61.4% YoY, mainly due to the full year revenue recognition of 8 SPP
projects under GMP group which commenced commercial operation in 2018,
combined with the revenue recognition of the last 4 SPP projects under GMP
which successively commenced their commercial operation during 2019 and the
recognition of unrealized gain on exchange rate.
Corporate Governance
The Company adheres to and places importance on conducting business in compliance
with the corporate governance principles and with transparency and fairness. In 2019,
the Company held an in-house seminar for executives and employees pertaining to the
corruption situation in Thailand and role of the private sectors towards anti-corruption,
related laws and case study as well as code of conduct by having a guest speaker from
Collective Action Coalition Against Corruption (“CAC”) in order to ensure readiness
before joining CAC.
Resolution: The Meeting acknowledged the directors’ report on the Company’s
performance for the year 2019.
Agenda 2 To Approve the Company’s Audited Financial Statements for the Year Ended
December 31, 2019
The Chairman informed the Meeting that in compliance with Section 112 of the Public
Limited Company Act B.E. 2535, as amended (the “PLCA”) which prescribes that the
Company shall prepare the annual financial statements as of the last day of the
accounting period of the Company which have been audited by the auditor prior to
submission to the Annual General Meeting of Shareholders for consideration and
approval. The Chairman therefore proposed that the Meeting consider and approve the
Company’s audited financial statements for the year ended December 31, 2019.
In this regard, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief
Executive Officer, to present the Company’s audited financial statements for the year
ended December 31, 2019 to the Meeting, which can be summarized as follows:
The Company’s audited financial statements for the year ended December 31, 2019 have
been presented fairly in all material respects in accordance with the Thai Financial
Report Standards and have been reviewed and signed by the Company’s auditor from
PricewaterhouseCoopers ABAS Ltd. (“PwC”), as well as reviewed and approved by the
Audit Committee and the Board of Directors of the Company. The details of which are
contained in the 2019 Annual Report, which was delivered to the shareholders together
with the invitation according to Attachment No. 1. Key information of the Company’s
financial position and results of operation for the year 2019 is summarized as follows:
Gulf Energy Development Public Company Limited Page 9 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Unit : Baht
Description
Consolidated
Financial
Statements
Separate
Financial
Statements
Total assets 134,277,543,428 45,090,944,241
Total liabilities 85,237,598,621 8,177,831,666
Total equity 49,039,944,807 36,913,112,575
Revenues from sales and services 30,039,668,029 947,873,855
Share of profit from associate and a joint venture 3,205,443,006 -
Net profit 7,166,072,186 3,100,000,909
Net profit attributable to shareholders of the parent company 4,886,563,655 3,100,000,909
Earnings per share (Baht/Share) 2.29 1.45
The Chairman therefore proposed that the Meeting consider and approve the Company’s
audited financial statements for the year ended December 31, 2019. This agenda item
requires the approval of the Meeting by a majority vote of shareholders attending and
casting the votes at the Meeting.
Resolution: after due consideration, the Meeting resolved that the Company’s
audited financial statements for the year ended December 31, 2019 be
approved, as proposed, by a majority vote of shareholders attending and
casting the votes at the Meeting as follows:
Approved 1,939,194,037 votes, equivalent to 100.0000 Percent
Disapproved 0 votes, equivalent to 0.0000 Percent
Abstained 165,700 votes
Voided ballot 0 votes
Agenda 3 To Approve the Allocation of the Earnings Appropriations and Dividend Payment
As for this agenda item, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy
Chief Executive Officer, to present the allocation of the earnings appropriations and
dividend payment to the Meeting, which can be summarized as follows:
The Company has adopted the policy to pay dividend at no less than 30 percent of the
net profit of the Company based on the separate financial statement after tax, legal
reserve and commitments under the obligations of the financing agreements. However,
the Company’s dividend payment policy is subject to changes, 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 2019, the Company’s net profit based on the separate financial statements was Baht
3,100,000,909 and the Company’s unappropriated retained earnings were amounted to
Baht 4,953,453,328. The details of which are shown in the annual financial statements
of the Company for the year ended December 31, 2019 contained in the 2019 Annual
Report of the Company, which were delivered to the shareholders together with the
invitation according to Attachment No. 1.
In this regard, the Board of Directors deems it appropriate to propose that the Meeting
consider and approve the allocation of the earnings appropriations and dividend
payment with the details as follows:
Gulf Energy Development Public Company Limited Page 10 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
A. The allocation of the net profit for the year in the amount of Baht 155,000,045 as
legal reserve pursuant to Section 116 of the PLCA and Clause 45 of the Company’s
Articles of Association, which is equivalent to 5 per cent of the net profit of the
Company based on the separate financial statements of the Company for the year
2019 being amounted to Baht 3,100,000,909.
B. The dividend payment in respect of the results of operation of the Company for the
year ended December 31, 2019 at Baht 1.30 per share out of the net profit and
retained earnings for the total amount of Baht 2,773,290,000 or equivalent to 89.5
per cent of the net profit based on the separate financial statements of the Company
which is in accordance with the provisions of the Company’s dividend policy.
Comparison of dividend distribution in the year 2019 with the preceding year is
summarized as follows:
Details of Dividend Payment 2019 2018
Separate net profit (Baht) 3,100,000,909 3,245,172,049
Ordinary share (shares) 2,133,300,000 2,133,300,000
Dividend for the performance of the year
(Baht/share)
1.30 1.20
Total dividend (Baht) 2,773,290,000 2,559,960,000
Proportion of dividend on separate net
profit (Percent)
89.5 78.9
C. The dividend shall be paid to entitled shareholders whose names appear on the name
list of shareholders as of the Record Date of Friday, March 6, 2020 and the dividend
shall be paid on Tuesday, April 28, 2020.
The Chairman therefore proposed that the Meeting consider and approve the allocation
of the earnings appropriations and dividend payment. This agenda item requires the
approval of the Meeting by a majority vote of shareholders attending and casting the
votes at the Meeting.
Resolution: after due consideration, the Meeting resolved that the allocation of the
earnings appropriations and dividend payment be approved, as proposed,
by a majority vote of shareholders attending and casting the votes at the
Meeting as follows:
Approved 1,939,359,737 votes, equivalent to 100.0000 Percent
Disapproved 0 votes, equivalent to 0.0000 Percent
Abstained 0 votes
Voided ballot 0 votes
Agenda 4 To Approve the Appointment of the Directors to Replace Those Retired by Rotation
In accordance with the principles of corporate governance practice and as the Chairman
was one of the retired directors, Mr. Vinit Tangnoi, independent director and member of
the Audit Committee, presented the appointment of the directors to replace those retired
by rotation to the Meeting, which can be summarized as follows:
Pursuant to Section 71 of the PLCA and Clause 17 of the Articles of Association of the
Company which prescribe that at every annual general meeting, one-third (1/3) of the
directors shall retire by rotation. If the number of directors is not a multiple of three,
Gulf Energy Development Public Company Limited Page 11 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
then the number nearest to one-third (1/3) shall retire. A director who retires by rotation
may be re-elected by the meeting of shareholders.
Currently, the Company has eleven (11) directors. Hence, there were four (4) directors
to be retired by rotation at the 2020 Annual General Meeting, namely:
1. Mr. Sommai Phasee Independent Director,
Member of the Audit Committee and
Chairman of the Sustainability and Risk
Management Committee
2. Mr. Sarath Ratanavadi Director and
Vice Chairman of the Board of Directors
3. Mrs. Porntipa Chinvetkitvanit Director and Member of the Sustainability and
Risk Management Committee
4. Ms. Yupapin Wangviwat Director and Member of the Sustainability and
Risk Management Committee
In this regard, the Company has provided an opportunity for shareholders to propose
agenda for the Meeting and nominate qualified candidates for election as the Company’s
director during October 1 – December 31, 2019 pursuant to the criteria disclosed on the
Company’s website. However, there was no shareholder proposed agenda for the
Meeting or nominated candidate for the Company’s directorship.
At present, there is no Nomination Committee appointed by the Company. However,
the Board of Directors, excluding directors with conflict of interest in the agenda item,
has deliberately considered qualifications of candidates appropriate to be nominated as
the Company’s directors with care and prudence in accordance with the Company’s
policy and criteria on director nomination whereby skills, knowledge, experience, and
expertise of the individuals; diversity of the Board which conform with the Company’s
business strategy, and their performance in the past as directors of the Company are
being taken into consideration and is of the opinion that the retiring directors named
above possess full qualifications according to the Company’s nomination policy and
criteria, the PLCA, and relevant regulations of the Capital Market Supervisory Board.
The Company’s Board of Directors, excluding directors with conflict of interest in the
agenda item, resolved to propose that the Meeting consider and approve that four retiring
directors named above be re-elected as the Company’s director for another term.
Information of individuals nominated as the new directors to replace directors retired by
rotation as well as the qualifications of the Independent Director of the Company was
delivered to shareholders as appears on Pages 12-28 or Attachment No. 2 of the
invitation.
As for Mr. Sommai Phasee, the Board of Directors, excluding directors with conflict of
interest in the agenda item, has jointly considered and is of the view that he has
possessed all the required qualifications to be Independent Director in accordance with
the prescribed qualifications of the Independent Director of the Company and pursuant
to the relevant rules, and has full capacity to express his opinions independently.
In addition, pursuant to Section 86 of the PLCA, the Board of Directors deems it
appropriate to further inform that currently Mrs. Porntipa Chinvetkitvanit and
Ms. Yupapin Wangviwat are holding office as directors of other companies which
operate the business having the same nature as the business of the Company, and some
Gulf Energy Development Public Company Limited Page 12 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
of which may be considered as operating the business deemed to be in competition with
the business of the Company whereby the details of which is according to Attachment
No. 2. It is also noted that the holding of directorships of Mrs. Porntipa Chinvetkitvanit
and Ms. Yupapin Wangviwat is in accordance with the Management Services Agreement
and the Secondment Agreement among relevant parties only. Nonetheless, the Board of
Directors’ Meeting has acknowledged the information related to such holding of
directorships of such persons and had resolved to require that they shall perform duties
in accordance with the laws, the objectives and the Articles of Association with integrity
and accountability as required by the relevant laws as well as their duties in complying
with the policy on conflict of interest of the Company.
Mr. Vinit Tangnoi therefore proposed that the Meeting consider and approve the
appointment of each of the directors to replace those retired by rotation. This agenda
item requires the approval of the Meeting by a majority vote of shareholders attending
and casting the votes at the Meeting for each director as follows:
1. Mr. Sommai Phasee
Resolution: after due consideration, the Meeting resolved that the re-appointment of
Mr. Sommai Phasee as the Company’s director for another term be
approved, as proposed, by a majority vote of shareholders attending and
casting the votes at the Meeting as follows:
Approved 1,939,359,737 votes, equivalent to 100.0000 Percent
Disapproved 0 votes, equivalent to 0.0000 Percent
Abstained 0 votes
Voided ballot 0 votes
2. Mr. Sarath Ratanavadi
Resolution: after due consideration, the Meeting resolved that the re-appointment of
Mr. Sarath Ratanavadi as the Company’s director for another term be
approved, as proposed, by a majority vote of shareholders attending and
casting the votes at the Meeting as follows:
Approved 1,938,958,127 votes, equivalent to 99.9792 Percent
Disapproved 401,610 votes, equivalent to 0.0207 Percent
Abstained 0 votes
Voided ballot 0 votes
3. Mrs. Porntipa Chinvetkitvanit
Resolution: after due consideration, the Meeting resolved that the re-appointment of
Mrs. Porntipa Chinvetkitvanit as the Company’s director for another term
be approved, as proposed, by a majority vote of shareholders attending and
casting the votes at the Meeting as follows:
Approved 1,938,715,127 votes, equivalent to 99.9667 Percent
Disapproved 644,610 votes, equivalent to 0.0332 Percent
Abstained 0 votes
Voided ballot 0 votes
Gulf Energy Development Public Company Limited Page 13 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
4. Ms. Yupapin Wangviwat
Resolution: after due consideration, the Meeting resolved that the re-appointment of
Ms. Yupapin Wangviwat as the Company’s director for another term be
approved, as proposed, by a majority vote of shareholders attending and
casting the votes at the Meeting as follows:
Approved 1,938,721,727 votes, equivalent to 99.9671 Percent
Disapproved 638,010 votes, equivalent to 0.0328 Percent
Abstained 0 votes
Voided ballot 0 votes
Agenda 5 To Approve the Fixing of the Directors’ Remuneration for the Year 2020
The Chairman informed the Meeting that in accordance with Clause 22 of the Articles
of Association of the Company, pursuant to which the director of the Company is
entitled to receive the remuneration from the Company including gratuities, meeting
allowances, rewards, bonuses or benefits of any other nature as considered and resolved
by the meeting of shareholders.
The Chairman then assigned Mrs. Porntipa Chinvetkitvanit, Director, Member of the
Sustainability and Risk Management Committee, President and Deputy Chief Executive
Officer, to present the fixing of the directors’ remuneration for the year 2020 to the
Meeting, which can be summarized as follows:
At present, there is no Remuneration Committee appointed by the Company. However,
the Board of Directors has jointly considered and determined the proposed directors’
remuneration in accordance with the Company’s policies on director remuneration. The
criteria in determining the proposed remuneration is based on the scope of duties and
responsibilities of each respective director and the results of operation of the Company
in which shall be in accordance with the general practice on payment of directors’
remuneration of other listed companies with the similar size of business and within the
same industry. With respect to the bonus for the performance of the year, the Board of
Directors shall determine based on the results of operation of the Company in the
relevant year as appropriate.
Based on the foregoing, the Board of Directors deems it appropriate to propose that the
Meeting consider and approve the remuneration of the Board of Directors and the
Subcommittees for the year 2020 with details as follows:
A. Remuneration of the Board of Directors and the Subcommittees
Remuneration of the Board of Directors and the Subcommittees comprises
monthly remuneration based on his/her position, without meeting allowances, as
follows:
Unit : Baht/Month
Details 2020
(Proposal) 2019
A. Board of Director
Chairman of the Board
Each Director
100,000
65,000
100,000
65,000
Gulf Energy Development Public Company Limited Page 14 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Unit : Baht/Month
Details 2020
(Proposal) 2019
B. Audit Committee
Chairman of the Committee
Each Member
30,000
20,000
30,000
20,000
C. Sustainability and Risk Management
Committee
Chairman of the Committee
Each Member
20,000
15,000
n/a
n/a
B. Performance Bonus for 2019
In consideration of the performance of the Board of Directors for the accounting
period ended December 31, 2019, bonus shall be paid to the Company’s directors
as follows:
Unit: Baht
Details
Performance
Bonus for 2019
(Proposal)
Performance
Bonus for 2018
Chairman of the Board
Each Director
1,500,000
1,200,000
1,500,000
1,200,000
The amount of bonus payable to each director shall be calculated in proportion to
the period of each director’s service.
C. Other benefits
- None –
It is noted that the executive directors of the Company shall not be entitled to the
remuneration and bonus as the directors and members of the Subcommittees of the
Company.
In 2019, the Company paid remuneration to the Board of Directors and the
Subcommittee (the Audit Committee) in the total amount of Baht 13,680,000 which was
in accordance with the criteria approved by the 2019 Annual General Meeting of
Shareholders. The details of which are shown in the 2019 Annual Report of the
Company under “Management Structure” which was delivered to the Company’s
shareholders together with the invitation to the 2020 Annual General Meeting of
Shareholders according to Attachment No. 1.
The Chairman therefore proposed that the Meeting consider and approve the fixing of
the directors’ remuneration for the year 2020. This agenda item requires the approval
of the Meeting with the votes of not less than two-thirds (2/3) of the total votes of
shareholders present at the Meeting.
Resolution: after due consideration, the Meeting resolved that the fixing of the
directors’ remuneration for the year 2020 be approved, as proposed, by the
votes of not less than two-thirds (2/3) of the total votes of shareholders
present at the Meeting as follows:
Gulf Energy Development Public Company Limited Page 15 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Approved 1,937,482,442 votes, equivalent to 99.9032 Percent
Disapproved 1,777,295 votes, equivalent to 0.0916 Percent
Abstained 0 votes, equivalent to 0.0000 Percent
Ineligible to Vote 100,000 votes, equivalent to 0.0051 Percent
Voided ballot 0 votes, equivalent to 0.0000 Percent
Agenda 6 To Approve the Appointment of the Auditors and Fixing the Audit Fee
for the Year 2020
As for this agenda item, the Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy
Chief Executive Officer, to present the appointment of the auditors and fixing the audit
fee for the year 2020 to the Meeting, which can be summarized as follows:
Mr. Ratthaphol Cheunsomchit informed the Meeting that in compliance with Section
120 of the PLCA which prescribes that the annual general meeting of shareholders shall
appoint an auditor and determine the remuneration of the auditor of the Company every
year; and in appointing the auditor, the former auditor may be re-appointed. However,
with reference to the Notification of the Capital Market Supervisory Board which
prescribes that in the occurrence that the auditor of a listed company in the Stock
Exchange of Thailand has performed his/her duties on reviewing or auditing and
expressing opinion on the financial statements of such listed company for more than
seven accounting periods (regardless of consecutiveness), such listed company must
rotate its auditor. The listed company may re-appoint the same auditor who is retired
by rotation pursuant to the aforementioned condition only if it passes the lapse of at least
five consecutive accounting periods from the date on which such auditor has vacated
from his/her duty. The listed company may appoint a new auditor from the same audit
firm as that of the previous auditor.
The Audit Committee has considered and resolved that auditors from KPMG
Phoomchai Audit Ltd. (“KPMG”) be the auditors of the Company for the year 2020 after
comparison with other auditing firms, as KPMG has a proven record of efficient and
standardized work processes, strong auditing experience and expertise, a good
understanding of the Company’s business and an audit fee appropriate for the amount
of work and comparable to the rates applied to other listed companies of the same level.
Furthermore, the Company has been using auditing service from
PricewaterhouseCoopers ABAS Ltd. (“PwC”), the Company’s auditor for the year
2019, for consecutive accounting periods. Therefore, to enhance transparency and
independence, the Audit Committee thus deems it appropriate to propose to the Board
of Directors to submit the appointment of KPMG as the Company’ auditor for the year
2020 to the Annual General Meeting of Shareholders for consideration and approval.
The Board of Directors has considered and approved, as proposed by the Audit
Committee, that it is appropriate to propose to the Annual General Meeting of
Shareholders to consider and approve the appointment of the auditors from KPMG to
be the auditors of the Company for the year 2020 and fixing the audit fee for the year
2020 with details as follows:
1. Appointment of the following auditors from KPMG to be the auditors of the
Company for the year 2020:
Gulf Energy Development Public Company Limited Page 16 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Name of the auditor Licence
No.
Year(s) as the auditor of
the Company
1. Mr. Waiyawat Kosamarnchaiyakij 6333 Proposed for appointment
for the first time
2. Mr. Natthaphong Tantichattanond 8829 Proposed for appointment
for the first time
3. Ms. Sophit Prompol 10042 Proposed for appointment
for the first time
to singly act as the auditor and give opinion on the Company’s financial
statements. In the absence of the above-named auditors, KPMG is authorized to
identify one other Certified Public Accountant within KPMG to carry out the work.
It is noted that KPMG and the auditors named above are the auditors approved by
the Office of the Securities and Exchange Commission, and have no relationship
with, or any interest in, the Company, its subsidiaries, management, major
shareholders or their respective related persons in the manner which may have
affected their independent performance of auditing duties. Information of the
proposed auditors for the year 2020 are delivered to the Company’s shareholders
together with the invitation to the 2020 Annual General Meeting of Shareholders
according to Attachment No. 3.
The auditor of the Company and the auditor of its subsidiaries are of the same
auditing firm except certain overseas subsidiaries which have external auditors
from other audit firms due to the suitability of size and business operation.
However, the Board of Directors will ensure that the consolidated financial
statements will be completed on a timely basis.
2. Fixing the audit fee for the year 2020 as per details as follows:
2020 (Proposal) 2019 Increase/(Decrease)
Audit Fee* Baht 2,800,000 Baht 3,000,000 (6.7%)
Non-Audit Fee Baht 360,000 Baht 1,200,000 (70.0%)
Total Baht 3,160,000 Baht 4,200,000 (24.8%)
*Exclusive of out-of-pocket expenses
Moreover, the abovementioned non-audit fee in 2019 and 2020 is advisory fees for
services in relation to investment structure and financial agreements payable to the
audit firms and related entities based on scope and quantity of work.
Non-audit fee for the year 2019 has been entirely recorded as accounting expenses
during the year.
The Chairman therefore proposed that the Meeting consider and approve the
appointment of the auditors and fixing the audit fee for the year 2020. This agenda item
requires the approval of the Meeting by a majority vote of shareholders attending and
casting the votes at the Meeting.
Resolution: after due consideration, the Meeting resolved that the appointment of the
auditors and fixing the audit fee for the year 2020 be approved, as
proposed, by a majority vote of shareholders attending and casting the
votes at the Meeting as follows:
Gulf Energy Development Public Company Limited Page 17 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Approved 1,939,113,237 votes, equivalent to 99.9874 Percent
Disapproved 243,000 votes, equivalent to 0.0125 Percent
Abstained 3,500 votes
Voided ballot 0 votes
Agenda 7 To Approve the Change in the Par Value of the Company’s Shares
The Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief Executive Officer,
to present the details of the change in the Par Value of the Company’s shares to the
Meeting which can be summarized as follows:
To enhance the liquidity and distribution of the Company’s shares to investors, the
Board of Directors has considered and deemed it appropriate to propose to the Annual
General Meeting of Shareholders to consider and approve the change in the Par Value
of the Company’s shares from Baht 5 per share to Baht 1 per share. Such change in the
Par Value will not affect the registered and paid-up capital including shareholding
proportion of the current shareholders. The details of which are as follows:
Description Prior to the Change in
the Par Value
After the Change in
the Par Value
Registered Capital (Baht) 10,666,500,000 10,666,500,000
Paid-up Capital (Baht) 10,666,500,000 10,666,500,000
Par Value (Baht per Share) 5 1
Number of Shares 2,133,300,000 10,666,500,000
The Chairman therefore proposed that the Meeting consider and approve the change in
the Par Value of the Company’s shares from Baht 5 per share to Baht 1 per share and
the change in the number of shares to be in accordance with the change in the Par Value
of the Company’s shares. This agenda item requires the approval of the Meeting by the
votes of not less than three-fourths (3/4) of the total votes of shareholders attending the
Meeting and having the right to vote.
Resolution: after due consideration, the Meeting resolved that the change in the Par
Value of the Company’s shares from Baht 5 per share to Baht 1 per share
and the change in the number of shares to be in accordance with the
change in the Par Value of the Company’s shares be approved, as
proposed, by the votes of not less than three-fourths (3/4) of the total
votes of shareholders attending the Meeting and having the right to vote
as follows:
Approved 1,939,359,737 votes, equivalent to 100.0000 Percent
Disapproved 0 votes, equivalent to 0.0000 Percent
Abstained 0 votes, equivalent to 0.0000 Percent
Voided ballot 0 votes, equivalent to 0.0000 Percent
Agenda 8 To Approve the Amendment to Clause 4 of the Company’s Memorandum of
Association to be in Accordance with the Change in the Par Value of the
Company’s Shares
The Chairman assigned Mr. Ratthaphol Cheunsomchit, Deputy Chief Executive Officer,
to present the details of the amendment to Clause 4 of the Company’s Memorandum of
Gulf Energy Development Public Company Limited Page 18 of 18
Minutes of the Annual General Meeting of Shareholders for the Year 2020
April 8, 2020
Association to be in accordance with the change in the Par Value of the Company’s
shares to the Meeting which can be summarized as follows:
To be in accordance with the change in the Par Value of the Company’s shares from
Baht 5 to Baht 1, the Board of Directors has considered and deemed it appropriate to
propose the Annual General Meeting of Shareholders to consider and approve the
amendment to Clause 4 of the Company’s Memorandum of Association. The details of
which are as follows:
“Clause 4 Registered Capital 10,666,500,000 Baht (Ten thousand six hundred
sixty-six million and five
hundred thousand Baht)
Divided into 10,666,500,000 shares (Ten thousand six hundred
sixty-six million and five
hundred thousand shares)
Par Value 1 Baht (One Baht)
Consisting of
Ordinary Shares 10,666,500,000 shares (Ten thousand six hundred
sixty-six million and five
hundred thousand shares)
Preferred Shares - shares ( - )”
The Chairman therefore proposed that the Meeting consider and approve the amendment
to Clause 4 of the Company’s Memorandum of Association to be in accordance with the
change in the Par Value of the Company’s shares. This agenda item requires the
approval of the Meeting by the votes of not less than three-fourths (3/4) of the total votes
of shareholders attending the Meeting and having the right to vote.
Resolution: after due consideration, the Meeting resolved that the amendment to
Clause 4 of the Company’s Memorandum of Association to be in
accordance with the change in the Par Value of the Company’s shares be
approved, as proposed, by the votes of not less than three-fourths (3/4)
of the total votes of shareholders attending the Meeting and having the
right to vote as follows:
Approved 1,939,359,737 votes, equivalent to 100.0000 Percent
Disapproved 0 votes, equivalent to 0.0000 Percent
Abstained 0 votes, equivalent to 0.0000 Percent
Voided ballot 0 votes, equivalent to 0.0000 Percent
Agenda 9 Other Business
- None –
There was no other business being raised from shareholders. The Chairman therefore thanked all
shareholders for attending the Meeting and declared the Meeting adjourned at 09.20 a.m.
___________________________
(Mr. Sarath Ratanavadi)
The Chairman of the Meeting