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

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

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<strong>The</strong> Chairman : <strong>The</strong> credit rating <strong>of</strong> <strong>the</strong> Company by TRIS is “A-”, while <strong>the</strong> D/E ratio islow at 0.5:1.<strong>The</strong> Chairman asked <strong>the</strong> Meeting if <strong>the</strong>re were any questions or comments. When <strong>the</strong>re was nomore proposal or query, <strong>the</strong> Chairman <strong>the</strong>n proposed <strong>the</strong> Meeting to vote and concluded as follows:Resolution:No. <strong>of</strong> Votes- 20 -PercentageApproved 939,211,352 90.1396Disapproved 102,361,865 9.8240Abstained 373,262 0.0358Voided Ballot 4,715 0.0004<strong>The</strong> meeting, by not less than three-quarters <strong>of</strong> <strong>the</strong> total number <strong>of</strong> votes castedby <strong>the</strong> shareholders present and entitled to vote, resolved to approve an externalfund raising plan <strong>of</strong> not exceeding Baht 30,000 million within 5 years (<strong>2013</strong>-2017)as proposed.Agenda No. 10 O<strong>the</strong>r Business (if any)<strong>The</strong> Chairman informed that <strong>the</strong> consideration <strong>of</strong> <strong>the</strong> agendas stipulated in <strong>the</strong> notice callingwas finished, in compliance with section 105 <strong>of</strong> <strong>the</strong> Public Limited Company Act B.E.2535, <strong>the</strong>shareholders holding shares amounting to not less than one-third <strong>of</strong> <strong>the</strong> total number <strong>of</strong> shares soldmay request <strong>the</strong> meeting to consider matters o<strong>the</strong>r than those indicated in <strong>the</strong> notice calling for <strong>the</strong>meeting...”. However, <strong>the</strong>re was no proposition.<strong>The</strong> Chairman <strong>the</strong>n asked <strong>the</strong> Meeting if <strong>the</strong>re were any questions or comments. <strong>The</strong>re werecomments and questions as follows:Shareholder(Name Unknown)Mr. NattachatCharuchinda(Member andSecretary <strong>of</strong> <strong>the</strong>Nomination andRemunerationCommittee)Shareholder(Mr. ChatchaiKhunngam): Questioned whe<strong>the</strong>r <strong>the</strong> Board <strong>of</strong> Directors has <strong>the</strong> authorization to appointMr.Su<strong>the</strong>p Wongvoraza<strong>the</strong> as a director without any shareholder approval?: Clarified that it is stipulated by <strong>the</strong> Company’s Articles <strong>of</strong> AssociationArticle 24 that appointing a director, in case <strong>of</strong> vacancy, to <strong>the</strong> Board <strong>of</strong>Directors for o<strong>the</strong>r reasons than retirement by rotation is under <strong>the</strong>authorization <strong>of</strong> <strong>the</strong> Board. <strong>The</strong> Nomination and Remuneration Committeeand <strong>the</strong> Board <strong>of</strong> Directors had thoroughly considered <strong>the</strong> criteria ando<strong>the</strong>r information, and viewed it proper to appoint him as an independentdirector.: Suggested that <strong>the</strong> Company should arrange a site visit program forshareholders and questioned which substance is currently being used toboost octane level in gasoline instead <strong>of</strong> lead.

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