(Translation)Ref. No. 01-/2021

February 15, 2021

Subject

The 2021 Annual General Meeting of Shareholders Date and Agenda and

2020 Dividend Distribution

To

President

The Stock Exchange of Thailand

Cc :

Secretary-General of the Office of the Securities and Exchange Commission

The Board of Directors of PTT Global Chemical Public Company Limited (the Company) at

the Meeting No. 2/2021 held on February 15, 2021 passed the resolutions of the schedule for 2021 Annual General Meeting of Shareholders which will be held on Monday, April 5, 2021 at 09.00 hrs. at Bangkok Convention Center, 5th Floor, Central Plaza Department Store, Ladprao, 1695 Phaholyothin Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900. The Record Date for the rights to attend the 2021 PTTGC Annual General Meeting of Shareholders and the rights to receive the dividend will be on Monday, March 1, 2021. In addition, the Company's Board of Directors has delegated the authority to the Chief Executive Officer to consider altering the venue, date, time and format of the Annual General Meeting for the Year 2021 according to the law's requirement and circumstances.

The agenda of PTTGC 2021 Annual General Meeting of Shareholders will be as follows:

Agenda 1 To Acknowledge the Company's Operation for the Year 2020 and the Recommendation for the Company's Business Plan and Approve the Company's Statement of Financial Position and Statement of Income for the Year Ended December 31, 2020

The Board of Directors' Opinion: The Board agreed to propose the Annual General Meeting of

Shareholders to acknowledge the Company's operation for the year 2020 and the recommendation for the Company's business plan and to approve of the Company's Statement of Financial Position and Statement of Income for the Year Ended December 31, 2020 which were audited and certified by the auditors and reviewed by the Audit Committee.

Agenda 2

To Consider and Approve the Allocation of Profit for the Operating Results in the Year 2020, and Dividend Distribution

The Board of Directors' Opinion: The Board agreed to propose the Annual General Meeting of

Shareholders to consider and approve on the dividend payment for the year 2020 operating performance of Baht 1.00 per share, totaling approximately Baht 4,487 million, allocated from the unappropriated retained earnings as follows:

(1) Dividend of Baht 0.74 per share, paid from the taxable profit at tax rate of 10 percent, which the individual shareholders are subjected to withholding tax of 10 percent, but are entitled to claim tax credit at 10/90 of the dividend.

(2)Dividend of Baht 0.26 per share, paid from the taxable profit at tax rate of 20 percent, which the individual shareholders are subjected to withholding tax of 10 percent, but are entitled to credit at 20/80 of the dividend.

The Company has set the Record Date on March 1, 2021 for the rights to attend the 2021 Annual General Meeting and to receive the dividend. The Final dividend payment shall be made on April 23, 2021.

However, the rights to receive dividends is subjected to the approval of Shareholders at the 2021 Annual General Meeting.

Agenda 3 To Consider and Elect New Directors to Replace those who are due to Retire by Rotation

The 2021 Annual General Meeting of Shareholders, according to the Company's Article of

Association, the Board of Director who are due to retire by rotation 5 directors are as follows :

1) Mr. Piyasvasti Amranand

Chairman and Chairman of the Independent Director

2) Professor Somkit Lertpaithoon

Independent Director and Chairman of the Corporate

Governance Committee

3) Mr. Pakorn Nilprapunt

Independent Director and Director to the Audit Committee

4) Major General Nithi Chungcharoen

Independent Director and Director to the Corporate

Governance Committee

5) Mr. Disathat Panyarachun

Director and Director to the Risk Management Committee

The Board of Directors' Opinion:

The Board of Directors, excluding the Directors who have conflict of

interest in this matter, agreed with the Nomination and Remuneration

Committee's recommendation to propose the Meeting to consider and

elect Directors replacing Directors who are due to retired by rotation

as follows :

(1) Mr. Piyasvasti Amranand

to be re-elected for another term as Independent Director

(2) Mr. Somkit Lertpaithoon

to be re-elected for another term as Independent Director

(3) Mr. Pakorn Nilprapunt

to be re-elected for another term as Independent Director

  • (4) Major General Nithi Chungcharoen

  • (5) Mr. Disathat Panyarachun

to be re-elected for another term as Independent Director to be re-elected for another term as Director

The nominees no. (1) - (4) are qualified in accordance with the Company's definition of

Independent Director which is specified pursuant to those defined by the Capital Market Supervisory Board, and even stricter in the proportion of shareholding.

Agenda 4 To Consider and Approve the Directors' Remuneration

The Board of Directors' Opinion: The Board agreed with the Nomination and Remuneration

Committee's recommendation to propose the Annual General Meeting of Shareholders for approval the Directors' remunerations for the year 2021 and Bonus for the Board of Directors for the Year 2020 as the followings:

(1) Remuneration for the Directors: To be maintained monthly remuneration and meeting allowance for those who attend the meeting at the same rate as the year 2020 as follows:

The Director's Remuneration

Types of Remuneration

2021 (Current Proposal)

Compared with 2020

Monthly remuneration

Baht / Person

Baht / Person

  • Chairman

  • Director

62,500 50,000

62,500 50,000

Meeting allowance

(Only those who attend the meeting)

Baht / Person / Attendance

Baht / Person / Attendance

  • Chairman

  • Director

50,000 40,000

50,000 40,000

(2) Remuneration for all Sub- Committees: To be maintained meeting allowance for those who attend the meeting at the same rate as the year 2020, i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee, and shall include specific committees that may be appointed by the Board of Directors, as necessary and appropriated in the future as follows :

Attendance Fee for Sub Committees

Types of Remuneration

2021 (Current Proposal)

Compared with 2020

Meeting allowance

(Only those who attend the meeting)

Baht / Person / Attendance

Baht / Person / Attendance

  • Chairman

  • Director

56,250 45,000

56,250 45,000

(3) Bonus for the Board of Directors: Bonus for the Board of Directors for the Year 2020 as follows:

"The bonus will be paid to the Board of Directors if the Company pay out the dividend to the shareholders, at the rate of 0.30% of the Company's net profit, but not exceeding the amount of Baht 60 million by calculation in accordance with the Director's terms and the Chairman would get the bonus at the rate of 25 % higher than that of Directors."

(4) Other Remuneration: None

Agenda 5 To Consider the Appointment of the Auditor and Fix the Annual Fee for the Year 2021

The Board of Directors' Opinion: The Board agreed with the Audit Committee to propose the Annual

General Meeting of Shareholders to consider and approve the appointment of any of the Deloitte Touche Tohmatsu Jaiyos Audit Company Limited (Deloitte)'s auditors to be the Company for the Year 2021 as namely:

  • 1) Mr. Mongkol Somphol

    C.P.A. (Thailand) Reg. No. 8444 or (Auditing during 2020)

  • 2) Mr. Suphamit Techamontrikul C.P.A. (Thailand) Reg. No. 3356 or

  • 3) Mr. Suwatchai Meakhaamnouychai C.P.A. (Thailand) Reg. No. 6638 or

  • 4) Mr. Chavala Tienpasertkij C.P.A. (Thailand) Reg. No. 4301

To be the Company's auditor for the year 2021 and propose audit fee of Baht 3,000,000 together with other expenses such as travel expenses, accommodation fees, telephone charges, postal, stamp duty frees, photocopying expense, etc. will be actual charge basis, but not exceeding 10% of the audit fee

The stated auditors have no relationships and/or conflict of interest with the Company, its subsidiaries, executives, Major Shareholder or their related persons.

Agenda 6 Other Issues (if any).

As the Annual General Meeting for the Year 2021 is set during the COVID-19 pandemic, the government's measures and related government agencies hold the uncertainty and sensitivity to changes up to the day of the Meeting itself. It is necessary for the Company to submit for permission or inform the authorities of the meeting plan and comply to such measures. The Company is aware of the importance of the health and safety of the Shareholders and all participants. The Company will publicly notify the AGM invitation letter along with the guideline and procedures of attendance to the Meeting under the COVID-19 pandemic circumstance. In case any updates or changes occur, the Company will inform all Shareholders on PTTGC's websitewww.pttgcgroup.com.

Please be informed accordingly.

Sincerely yours,

-Kongkrapan Intarajang-

(Kongkrapan Intarajang) Chief Executive Officer

Corporate Secretary and Legal Telephone 0 2140 8762 / 0 2265 8339

Attachments

  • Original document
  • Permalink

Disclaimer

PTT Global Chemical pcl published this content on 15 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2021 16:02:06 UTC.