The Minutes of the 2013 Annual General ... - Investor Relations

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Current AOAArticle 18 “The Board of Directors is composed ofa minimum of 5 and a maximum of 14 membersand has to be included at least 3 independentdirectors. Not less than half of the Board must beresidents in Thailand. Qualifications of all directorshave to meet with the stipulations of laws and thecompany’s regulations. At least one director isknowledgeable in accounting and finance.Any one of directors can jointly sign together withthe Chairman of the Board or the President to betwo authorized directors and affix with thecompany seal shall bind the Company.The Board of Directors has the authority to specifythe persons authorized to sign on behalf of theCompany in accordance with the Articles ofAssociation”.- 18 -Proposed AOA AmendmentArticle 18 “The Board of Directors is composed ofa minimum of 5 and a maximum of 15 members,of which, at least one-third being independentdirectors. Not less than half of the Board must beresidents in Thailand. Qualifications of all directorshave to meet with the stipulations of laws and thecompany’s regulations. At least one director isknowledgeable in accounting and finance.Any one of directors can jointly sign together withthe Chairman of the Board or the President to betwo authorized directors and affix with thecompany seal shall bind the Company.The Board of Directors has the authority to specifythe persons authorized to sign on behalf of theCompany in accordance with the Articles ofAssociation”.The Chairman asked the Meeting if there were any questions or comments. There was acomment as follows:Proxy Holder(Mr. ThammanoonJunlamaneechote): Suggested that the Board of Directors, composed of at least one-thirdindependent directors in accordance with SEC regulations, and it is notnecessary to increase the number of directors which will only increaseexpenses.The Chairman : The Company focuses on refinery business, new business in renewableenergy, marketing business and also others related its businesses; it isnecessary to add one more competent and experienced director to helppush its plans toward greater success.The Chairman asked the Meeting if there were any questions or comments. When there was nomore proposal or query, the Chairman then proposed the Meeting to vote and concluded as follows:No. of VotesPercentageApproved 1,041,489,155 99.9558Disapproved 103,649 0.0099Abstained 354,590 0.0340Voided Ballot 1,300 0.0001
Resolution:The meeting, by not less than three-quarters of the total number of votes castedby the shareholders present and entitled to vote, resolved to approve theamendment to the Company’s Articles of Association (AOA), Section 5 Article 18as proposed.Agenda No. 9 To consider and approve 5-year external fund raising plan (for 2013-2017)The Chairman requested Mr. Vichien Usanachote, the President, to report on the topic.The President reported that the Company has reviewed its five-year investment plan for2013-2017, and identified a need of not exceeding Baht 30,000 million to secure investment capitaland/or working capital and/or fund to refinance loans. The fund raising might be any appropriateloans from financial institutions, corporate bonds, other securities from domestic and/or internationalsources in any one or more of Thai and foreign currency, depending on capital need and themarket situation. Key conditions and other details about such fund raising plan are at the discretionof the Board or a Board-assigned party.According to the 2011 Annual General Meeting of shareholders held on Tuesday April 5,2011, approved the external fund raising plan of not exceeding Baht 15,000 million, Baht 12,000million is currently remaining. Therefore, The Board of Directors has considered proposing theshareholders to repeal the remaining and approve an external fund raising plan of not exceedingBaht 30,000 million within 5 years (2013-2017) for such investments.The Chairman asked the Meeting if there were any questions or comments. There werequestions as follows:Shareholderand Proxy Holder(Mr. ChatreeCharoennueng)The ChairmanShareholder(Mr. ChatchaiKhunngam): What are the maximum and minimum loan interest rates and the likelyimpacts over the next 3-5 years?: Loan interest rates depend on the market situation along with theperformance of the Company. There are also different interest rates foreach project, like the Solar Power Plant Project, with rates ofapproximately 3% per year for 10-12 year-loan, while other projects haverates of approximately 5% per year for 7 year-loans. Additionally, therewill be Baht 20,000 millions available for the Company’s loan repaymentin the next 5 years, so the actual growth of loan is limited.: What is the current credit rating of the Company and the D/E ratio aftermaking such a loan?- 19 -
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Page 6 and 7: PresidentThe ChairmanShareholder(Mr
Page 8 and 9: PresidentShareholder(Mrs. SunantaKa
Page 10 and 11: policy and the cash flows; it was f
Page 12 and 13: Chai-Anan Samudavanija, Chairman of
Page 14 and 15: 5. Mr. Vikrom KoompirochanaResoluti
Page 16 and 17: Resolution:The meeting, by not less
Page 20 and 21: The Chairman : The credit rating of
Page 22: PresidentShareholder(Mr. PrasertTit

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