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Ratchaburi Electricity Generating Hldg : Determining Date and Agenda Items for the 2018 Shareholders' Annual General Meeting and Dividend Payment for 2017 Operations

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02/14/2018 | 02:50 am

("TRANSLATION")

RH 082/2018

14 February 2018

Subject : Determination of the date and agenda items for the 2018 Shareholders' Annual General Meeting and dividend payment for 2017 Operations

Attention : The President of the Stock Exchange of Thailand Ratchaburi Electricity Generating Holding Public Company Limited ("the

Company") would like to inform the Stock Exchange of Thailand that the Company's Board of Directors, at the Meeting No. 2/2018 held on 13 February 2018, resolved as follows:

1. The 2018 Shareholders' Annual General Meeting ("the Meeting") will be convened on Thursday 5 April 2018 at 2.00 p.m. at World Ballroom, Level 23, the Centara Grand & Bangkok Convention Centre at Central World Hotel, No. 999/99 Rama 1 Road, Phathumwan District, Bangkok 10330.

2. The record date to determine the name of shareholders who are entitled to attend the Meeting will be on Wednesday 28 February 2018 and the dividend will be paid on Friday 20 April 2018.

3. It was approved to set up the agenda items for the Meeting as follows:

Agenda 1 To consider and approve the Minutes of the 2017 Shareholder's Annual General Meeting held on 5 April 2017

Board of Directors' Opinion:

The Meeting should approve the mentioned Meeting Minutes.

Agenda 2 To acknowledge the Board of Directors' annual report on the

Company's performances in the previous year and other activities to be performed in the future

Board of Directors' Opinion:

The Company's and its subsidiaries' overall performances in 2017 resulted in profit of Baht 6,106.70 million or Baht 4.21 per share and the Meeting should acknowledge the Board's report.

Agenda 3 To consider and approve the statements of financial position and the statements of income for the fiscal year ended 31 December 2017

Board of Directors' Opinion:

The Meeting should approve the statements of financial position and the statements of income for the fiscal year ended 31st December 2017 that was audited by the Auditor and endorsed by the Audit Committee and the Board of Directors.

Agenda 4 To consider and approve the appropriation of annual profit year 2017 and dividend payment

Board of Directors' Opinion:

The Meeting should approve the appropriation of annual profit of the year 2017 and dividend payment at Baht 2.40 per share or in a total amount of Baht 3,480 million that is equivalent to 56.99 per cent of the profit of the consolidated financial statements. Since the interim dividend at Baht 1.15 per share was paid to shareholders on 20 September 2017, the year-end dividend will be paid at Baht 1.25 per share or Baht 1,813 million in total. The dividend will be paid on Friday, 20 April 2018 to the entitled shareholders whose names will be determined on Wednesday, 28 February 2018 (Record Date).

However, the right to receive such dividend is subject to the approval of the Meeting.

Agenda 5 To consider and approve the appointment of the Company's auditor and determination of the auditor's remuneration

Board of Directors' Opinion:

The Meeting should approve the appointment of KPMG Phoomchai Audit Limited per recommendation of the Audit Committee and the Board of Directors, and the appointment of anyone of Mr. Vairoj Jindamaneepitak (C.P.A. (Thailand) No. 3565) or Mr. Charoen Phosamritlert (C.P.A. (Thailand) No. 4068) or Mr. Waiyawat Kosamarnchaiyakit (C.P.A. (Thailand) No. 6333) of KPMG Phoomchai Audit Limited as the Company's auditor in the year 2018. Any one of these auditors shall be authorized to conduct the audit and express an opinion on the statutory financial statements of the Company. The Meeting should also approve auditor's remuneration in the year 2018 in the amount of Baht 1,080,000 (excluding out of pocket expenses at the actual amount but not exceeding Baht 40,000) which is an increase of Baht 230,000 from the year 2017.

The proposed auditors are authorized to conduct the audit and express an opinion on the statutory financial statements of the Company for the second year and no one has relationship or conflict of interests with the Company/subsidiaries/executives and major shareholders or any person related to such persons in any way that would affect their independent performance.

Agenda 6 To consider and determine the Director's remuneration

Board of Directors' Opinion:

The Meeting should approve the determination of the remuneration for the Board of Directors and its Committees as proposed by the Human Resources and Remuneration Committee and the Board of Directors as follows.

  • 1. To pay the annual bonus for the year 2017 to the Company's Board of Directors at the same rate and criteria with that of previous year according to the term of office and to the attendance at the Board meeting in the total amount of approximately Baht 15.9 million.

  • 2. To determine the retainer for the year 2018 for the Board and its Committees at the same rate and criteria with that of previous year as follows:

    • 2.1 The retainer for the Company's Board of Directors will be paid on a monthly basis and divided into 2 portions: (i) fixed fee at the rate of 75 per cent; and (ii) 25 per cent paid on meeting attendance. The said retainer will be paid at the rate of Baht 50,000 for the Chairman and Baht 40,000 for each Director.

    • 2.2 The retainer for the Committees; namely the Audit Committee, the Human Resources and Remuneration Committee, the Risk Management Committee, the Investment Committee and the Corporate Governance and Social Responsibility Committee will be paid on an attendance basis at the rate of Bath 30,000 for the Committee's Chairman and Baht 24,000 for each Member.

The resolution of this agenda requires the vote of at least two-third of the total votes of shareholders present at the meeting and are entitled to vote.

Agenda 7 To consider the election of directors in place of those retired by rotation

Board of Directors' Opinion:

There are 5 directors who will be retired by rotation as at the Meeting, namely;

(1) Mr. Sutat

Patmasiriwat

Chairman

(2) Mr. Kijja

Sripatthangkura

Director

(3) Miss Prapa

Puranachote

Independent Director

(4) Mr. Samack

Chouvaparnante

Independent Director

(5) Mr. Prapon

Kitichantaropas

Independent Director

The Human Resources and Remuneration Committee are considering recruitment of candidates who are qualified and who do not have prohibited characteristics pursuant to the laws to be proposed to the Meeting for consideration and appointment in the positions of director, who will be retired by rotation as at the Meeting.

The Board of Directors, by recommendation of the Human Resources and Remuneration Committee will consider proposing names of candidates to the Meeting for consideration and appointment. Names of the candidates will be notified and included in the notice of the Meeting.

In addition, Mr. Danai Eakamol, one of the Company's Independent Directors and Members of the Audit Committee passed away on 25 October 2017 resulting in a vacant position of independent director and member of the Audit Committee. To comply with the regulations regarding composition of Audit Committee, the Board of Directors Meeting No.12/2017, held on 18 December 2017, resolved to appoint Mrs. Siriporn Luangnual, an Independent Director, to replace Mr. Danai Eakamol in the position of a member of Audit Committee. Mr. Danai Eakamol vacated the office prior to the expiration of his term and the remaining term of his office was more than two months. Therefore, the Board of Directors shall elect any person who has the required qualifications and does not possess any prohibited characteristics pursuant to the law to fill such vacancy in the position of director and independent director at the next meeting of Board of Directors. Any person so appointed shall retain his office only for the term that is left for Mr. Danai Eakamol in accordance with section 75 of the Public Limited Companies Act B.E. 2535 (as amended), and Article 20 of the Articles of Association of the Company.

Agenda 8

To consider and approve the issuance and offering of the Company's debenture

Board of Directors' Opinion:

The meeting should approve the issuance and offering of the debenture in order to finance the investment in various projects of the Company's Group and/or to be used as working capital of the Company and/or for loan repayment of the Company. The total amount of the debenture does not exceed Baht 15,000 million or equivalent in other currencies. In the event that the debentures are redeemed and/or repurchased for whatsoever reasons, which results in the reduction of the Company' s outstanding debenture principal, the redeemed debenture and/or the repurchased debentures will be deemed as the revolving principal.

The resolution of this agenda requires the vote of at least three-fourths of the total votes of shareholders present at the meeting and are entitled to vote.

Agenda 9

To consider and approve the amendment of Article 29 of the Company's Articles of Association

Board of Directors' Opinion:

The meeting should approve the amendment of the Company's Articles of Association Article 29 to be in line with Section 100 of the Public Limited Companies Act B.E. 2535, which is amended according to the Order of the Head of the National Council for Peace and Order No. 21/2560 Re: Additional Amendment to the Law for Business Facilitation. Article 29 is proposed to be cancelled entirely and replaced with the followings:

"Article 29 The Board of Directors shall call a shareholders' meeting as an Annual General Meeting within four months from the ending of the fiscal year of the Company. An Annual General Meeting shall normally be called for the purpose of:

  • (1) acknowledging the annual report of the Board of Directors;

  • (2) considering and approving the balance sheet and the income statements;

  • (3) considering an appropriation of earnings;

  • (4) appointing new directors to replace those who retired on the expiration of their terms;

  • (5) appointing an auditor and fixing his remuneration; and

  • (6) considering other business

All other shareholders' meetings are called Extraordinary General Meeting. The Board of Directors may call an Extraordinary General Meeting whenever it deems appropriate, or one or more shareholders holding the aggregate number of shares of not less than ten (10) percent of the total issued shares may request the Board of Directors in writing to call an Extraordinary General Meeting at any time, but the agenda and reasons for holding such meeting shall be clearly indicated in such a request. In such event, the Board of Directors is required to call the Extraordinary GeneralMeeting within forty-five (45) days from the date on which such written request is received.

If the Board of Directors does not hold the meeting within the forty-five (45) day period under paragraph two, the shareholders who subscribe their names or other shareholders holding shares in the required amount may call the meeting within forty-five (45) days from the date on which the period of time in paragraph two ends. In such case, the meeting is deemed to be shareholders' meeting called by the Board of Directors and the Company shall be responsible for the expenses necessarily incurred in the holding of such meeting and facilitate such meeting as reasonably required.

If the quorum is not constituted pursuant to Article 32 in any general meeting called pursuant to paragraph three, the shareholders requesting the meeting pursuant to paragraph three shall compensate the Company for the expenses incurred in the arrangements for holding that meeting."

The resolution of this agenda requires the vote of at least three-fourths of the total votes of shareholders present at the meeting and are entitled to vote.

Agenda 10 To consider other businesses (if any)

During the period 1 September 2017 until 31 December 2017, the Company had invited the shareholders to propose the Meeting agenda and to nominate qualified person(s) to be elected as the Company's Director(s) and there is no proposal from the shareholders.

For a shareholder who requires more information or has any inquiries on the issues contained in the above agendas and/or wants to render any recommendations, please submit the inquiries and suggestions to the Company in advance or send an electronic mail to [email protected] or contact the Company Secretary at hereunder stated address.

Please be informed accordingly.

Sincerely yours,

(Mr. Kijja Sripatthangkura)

Chief Executive Officer

Company Secretary Office

Tel. 660 2794 9510

Fax. 660 2794 9888 ext. 9510

Ratchaburi Electricity Generating Holding pcl published this content on 14 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 February 2018 01:50:15 UTC.

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