TOA Paint (Thailand) Public Company Limited
Documents for the 2021 Annual General Meeting of Shareholders Friday April 23, 2021 at 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330
Safety Protocols for the Annual General Meeting of Shareholders during the COVID-19 Outbreak
Due to the Annual General Meeting of Shareholders held during the COVID-19 outbreak, TOA Paint (Thailand) Public Company Limited (“the Company”) has determined the screening and preventive measures against COVID-19 according to the notifications of the Department of Disease Control, Ministry of Public Health, and relevant regulations announced by Bangkok Metropolitan Administration, which all shareholders and proxies attending the meeting are requested to comply with strictly. While the Company seeks to keep its meeting short and concise to diminish the length of time that a large number of people gather in one place, these protocols involve additional processes and steps that may delay your meeting attendance or cause inconveniences. In addition, arrangements will be made to enforce social distancing and maintain an appropriate distance between individuals at all times, resulting in the venue unable to accommodate a large number of people. Therefore, the number of available seats in the meeting room is approximately 70. Prior to the meeting, the Company would like to request your cooperation as follows: 1. You are requested to appoint independent directors as your proxies without attending the meeting in person. To do so, please complete the Proxy Form (Form B) and give all vote instructions and submit it along with accompanying documents. 2. You are requested to submit questions in advance prior to the Annual General Meeting of Shareholders, without attending the meeting in person. Pre-meeting protocol Screening 1. Shareholders and proxies arriving at the screening point must always wear face masks. 2. All participants must undergo thermal screening before entering the meeting area. 3. All participants must fill out the COVID-19 screening form, and are required to provide accurate information for the purpose of preventing COVID-19 transmission. For the benefit of screening and traceability to the COVID-19 infected which might been found after the meeting, the Company may also request all meeting participants in the meeting venue area to download ThaiChana and/or MorChana application as recommended by the government agencies. 4. The Company reserves the right to deny entry to individuals in any of the following categories: 4.1 Any individual with a body temperature of 37.5 degrees Celsius and over. 4.2 Any individual showing symptoms of fever, cough, sore throat, runny nose, lost sense of smell, shortness of breath, or pneumonia. 4.3 Any individual who has been in contact with a confirmed COVID-1 9 patient or has been required by their profession to engage with tourists, be in a crowded place, or be in contact with a large number of people in the period of 14 days prior to the meeting.
Any shareholders or proxies who are denied entry as prescribed in no. 4, or all seats are occupied, may submit their questions to the staff, which will be included in the summary attached to the minutes of the Annual General Meeting of Shareholders. Shareholders may also authorize independent directors to be their proxies by filling out Proxy Form B and giving clear vote instructions. Protocol for attending the meeting 1. The seating has been arranged to maintain an appropriate distance between each attendee according to the measures imposed by related government agencies, with limited number of available seats in the meeting room for approximately 70 seats. 2. Put on a sticker and wear a facemask at all times of the meeting. 3. Seats will be spaced, imposed by related government agencies, to maintain social distancing, and all attendees must sit only in their designated seats and must not move to another zone for the duration of the meeting. 4. Wash your hands often with soap or hand sanitizer provided by the Company at the meeting areas, and the meeting venue will be sanitized and cleaned with alcohol prior to the meeting. 5. Avoid touching your eyes, nose and lips with unwashed hands. 6. Avoid sharing personal items with others. 7. Leave the meeting if you develop one of the respiratory diseases such as fever, cough, sore throat, runny nose in order to see a doctor immediately. 8. No snack boxes, coffee and tea will be served, and no eating in the meeting area in order to minimize risk of the infectious disease. 9. Those who wish to ask questions or comment should write down on a paper only due to no microphones provided for shareholders and proxies during Q&A sessions.
Should there be any changes in the situation or additional AGM-related measures from the Government Official, the Company will inform shareholders via the Company’s website. Your kind cooperation will be very much appreciated and in the best interests of all the meeting attendees.
Table of Contents
Page • Invitation to the 2021 Annual General Meeting of Shareholders 1
Supporting Documents for the agenda items: • Copy of the Minutes of 2020 Annual General Meeting of Shareholders, 14 (for Agenda Item 1) • Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) and Attachment Financial Statements for the year ended December 31, 2020 (QR Code format) (for Agenda Items 2 and 3) • Summary of profiles of the candidates nominated for election as directors in replacement 41 of the directors who are due to retire by rotation (for Agenda Item 5) • Profiles of the proposed auditors (for Agenda Item 7) 47
Supporting Documents for the 2021 Annual General Meeting of Shareholders:
• Invitation Letter (Meeting Registration Form with QR Code) Attachment • Procedures on Appointment of Proxy, Registration, Submission of Documents 50 for the Meeting, and Voting • Profiles of the Independent Directors Proposed to Act as Proxies for Shareholders 53 • Procedures for Attending the 2021 Annual General Meeting of Shareholders 59 • The Company’s Articles of Association regarding the Shareholders’ Meeting 60 • QR Code Downloading Procedures for the Annual Registration Statements/ Annual Report 2020 64 (Form 56-1 One Report) • Map of the Meeting Venue 65 • Proxy Form A, B, and C 66 • Requisition Form for Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) 76 and Procedures for forwarding questions in advance • Health Declaration Form 77 • Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) and Attachment Financial Statements for the year ended December 31, 2020 (QR Code format)
Registration No. 0107560000133 No. TOA 09/2021 March 15, 2021
Subject: Invitation to the 2021 Annual General Meeting of Shareholders
Attention: Shareholders
Attachments: 1. Minutes of the 2020 Annual General Meeting of Shareholders held on August 7, 2020 (for agenda no. 1) 2. Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) and Financial Statements for the year ended December 31, 2020 (QR Code format) and Invitation Letter (Meeting Registration Form with QR Code) (for agenda no. 2, 3, 5, and 6) 3. Profiles of the Candidates Nominated for Election as Directors in replacement of the Directors who are due to Retire by Rotation, and Definition of the Independent Director of the Company (for agenda no. 5) 4 Profiles of the Proposed Auditors for the year 2021 (for agenda no. 7) 5. Procedures on Appointment of Proxy, Registration, Submission of Documents for the Meeting, and Voting 6. Profiles of the Independent Directors Proposed to Act as Proxies for Shareholders 7. Procedures for attending the 2021 Annual General Meeting of Shareholders 8. The Company’s Articles of Association regarding the Shareholders’ Meeting 9. QR Code Downloading Procedures for the Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) 10. Map of the Meeting Venue 11. Proxy Form A, B, and C 12. Business reply mail with the Company’s Address, for the Shareholders to Deliver the Proxy Form to the Company (in the case of an appointment of an independent director as proxy) 13. Requisition Form for Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) and Procedures for forwarding questions in advance 14. Health Declaration Form (please present this form at the meeting)
The Board of Directors of TOA Paint (Thailand) Public Company Limited (the “Company”) resolved to convene 2021 Annual General Meeting of Shareholders on Friday April 23, 2021 at 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok to consider the following agenda items: For setting the meeting agenda for 2021 Annual General Meeting of Shareholders, the Company let shareholders propose agenda in advance from October 1 to December 31, 2020 through its website. However, no shareholders proposed any agenda to the Company. Therefore, the Company would like to inform the following agenda endorsed by the Board of Directors for consideration:-
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 1
Agenda Item 1: To endorse the Minutes of 2020 Annual General Meeting of Shareholders, convened on August 7, 2020
Facts and Rationale: 2020 Annual General Meeting of Shareholders was convened on August 7, 2020. The details of the Minutes of 2020 Annual General Meeting of Shareholders are provided herewith in Attachment 1. The minutes copy was submitted to the Stock Exchange of Thailand within 14 days from the meeting date. Opinions of the Board: After due consideration, the Board of Directors was of the view that the Minutes of 2020 Annual General Meeting Shareholders, convened on August 7, 2020, has been accurately and completely recorded; therefore, deemed it appropriate for the shareholders’ meeting to endorse such minutes. Voting: The resolution on this agenda item shall be passed by a majority vote of the shareholders attending the meeting and casting their votes. Agenda Item 2: To acknowledge the report on the operational results for the year 2020 prepared by the Board of Directors Facts and Rationale: The Section 113 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto) and Articles 36 and 40 of the Articles of Association of the Company provide that the annual general meeting shall consider the report of the Board of Directors presenting the operational results of the Company of the previous year, and shall prepare the Annual Report of the Board of Directors together with the notice calling the annual general meeting to inform the shareholders. The Company has summarized the operational results and the important changes that occurred during the year 2020 in the Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) (QR code format) enclosed herewith in Attachment 2. Opinions of the Board: The Board of Directors deemed it appropriate to propose to the shareholders’ meeting to acknowledge the operational results of the Company for the year 2020. Voting: This agenda item is only for acknowledgement; therefore, no voting is required.
Agenda Item 3: To approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2020
Facts and Rationale: The Section 56 of the Securities and Exchange Act B.E. 2535 (1992) (including any amendment thereto) which is in line with Clause 3 of the Regulation of the Stock Exchange of Thailand Re: Preparation and Submission of Financial Statements and Reports on Financial and Non-Financial Information of Listed Companies B.E. 2560 (2017) and Section 112 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto), and Article 39 of the Articles of Association of the Company provide that the Board of Directors shall prepare the balance sheets and the profit and loss statements as of the end of the accounting period of the Company, and shall propose to the shareholders’ meeting for approval at the annual general meeting, as well as arrange for the auditor to complete the auditing prior to the proposal of the said balance sheet and the profit and loss statements to the shareholders’ meeting.
Opinions of the Board: The Board of Directors deemed it appropriate to propose to the shareholders’ meeting to approve the consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2020 which were audited and certified by the auditor of PricewaterhouseCoopers ABAS Company Limited and reviewed by the Audit Committee and subsequently endorsed by the Board of TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 2
Directors, which represents the financial position and operational results of the Company for the years 2020 in comparison to 2019. The details of which are summarized as follows: Partial Financial Statements of the Company in Comparison Unit: THB million Item Consolidated Separated Financial Statements Financial Statements 2020 2019 2020 2019 Total assets 16,486 15,707 16,149 14,995 Total liabilities 5,081 5,093 4,156 3,993 Total revenues 16,438 17,093 13,780 14,278 Profit for the year attributable to owners of the parent 2,031 2,162 2,126 2,030 Earnings per share attributable to owners of the parent (Baht/Share) 1.00 1.07 1.05 1.00 The details are disclosed in the Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) (QR code format) which has been delivered to the shareholders together with the notice calling this Meeting pursuant to Attachment 2, Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report), Part 3 Financial Statements. Voting: The resolution on this agenda item shall be passed by a majority vote of the shareholders attending the meeting and casting their votes.
Agenda Item 4: To approve the annual dividend payment Facts and Rationale: The Section 116 of the Public Limited Companies Act and Article 45 of the Company’s Articles of Association provide that the Company must allocate part of the annual net profit as reserve fund in an amount not less than five (5) percent of the annual net profit after deducting the sum of accumulated loss brought forward (if any) until the reserve fund amounts to not less than ten (10) percent of the registered capital. However, no legal reserve appropriation is made because the Company’s legal reserve has reached the amount required by laws. The Company has a policy to pay dividends at the rate of not less than 40% of the Company’s net profit on the separate financial statements after deducting corporate income tax and other reserve funds as required by laws and as determined by the Company for each year. The Board of Directors may also, for the interest of the shareholders, take into consideration of other factors in paying dividends such as the operating performance and financial position of the Company, reserve funds for future investments, and repayment requirements of loans, or working capital requirements, and whether a dividend payment will have a material impact on the normal business operations of the Company, as deemed suitable and appropriate by the Board of Directors. The Board of Directors deemed it appropriate that the shareholders acknowledge the interim dividend payment and approve annual dividend payment as follows:
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(1) To acknowledge the interim dividend payment paid from the net profit derived from the operational results of the first half of 2020 According to the resolution of the Board of Directors’ Meeting No.7/2020 on August 13, 2020, the Company paid the interim dividends from the net profit under the separated financial statements derived from the 6-month operational results as at June 30, 2021 at the rate of THB 0.27 per share, totaling THB 547.83 million distributed on September 11, 2020, the Board of Directors; therefore, deemed it appropriate to propose to the shareholders’ meeting to acknowledge such interim dividend payment paid from the net profit derived from the operational results of the first half of 2020. (2) To approve the annual dividend payment from the net profit derived from the operational results of the second half of 2020 For the year 2020, the Company’s net profit under the separated financial statements was THB 2,125.54 million or earnings per share was THB 1.05 per share. After taking into account the various factors, i.e., dividend policy of the Company, dividend payment ratio, and cash flow, the Board of Directors deemed it appropriate to propose to the shareholders’ meeting to approve the dividend payment from the net profit derived from the operational results of the second half of 2020, at the rate of THB 0.26 per share, totaling THB 527.54 million. In this regard, the date to record the names of the shareholders who are entitled to the dividend payment (Record Date) is determined on May 6, 2021, and the date of the dividend payment is determined on May 21, 2021.
After accumulating 1) the interim dividends from the operational results of the first half of 2020 from January 1, 2020 to June 30, 2020 at the rate of THB 0.27 per share, totaling THB 547.83 million and 2) the annual dividends from the net profit derived from the operational results of the second half of 2020 from July 1, 2020 to December 31, 2020 at the rate of THB 0.26 per share, totaling THB 527.54 million. Accordingly, the total dividend payment under the 2020 operating results was at the rate of THB 0.53 per share, totaling THB 1,075.37 million. The dividend ratio to the net profit was equivalent to 50.59% of the net profit under the separated financial statements of the year 2020, paid from the net profit with 20% corporate income tax. A natural person shareholder shall be entitled to a tax credit equaling the product of dividend times 20/80 according to the Revenue Code, Section 47 bis. Thus, the dividend payment is in accordance with the Company’s dividend policy. Details of the comparative dividend payment ratio are as follows: Details of Dividend Payment Year 2020 Year 2019 (Proposed year) 1. Net Profit Attribute to Owners of the Company (THB) 2,125,542,490 2,029,545,893 2. Total Amount of Shares (Shares) 2,029,000,000 2,029,000,000 3. Total Dividend Payment (THB per Share) 0.53 0.50 3.1 Interim Dividends from the first half-year period (THB per Share) 0.27 0.23 3.2 Dividends from the second half-year period - Interim Dividends (THB per Share) - 0.27
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 4
Details of Dividend Payment Year 2020 Year 2019 (Proposed year) - Annual Dividends (THB per Share) 0.26 - 4. Total Dividend Amount (THB) 1,075,370,000 1,014,500,000 5. Dividend Payout Ratio to Net Profit after Deducting from the Legal Reserve 50.59% 50.00%
Opinions of the Board: After due consideration, the Board of Directors deemed it appropriate to propose to the shareholders’ meeting to consider the following matters: 1) To acknowledge the interim dividend payment from the net profit under the separated financial statements derived from the operational results of the first half of 2020 at the rate of THB 0.27 per share, totaling THB 547.83 million distributed on September 11, 2020. 2) To approve the annual dividend payment from the net profit under the separated financial statements derived from the operational results of the second half of 2020, at the rate of THB 0.26 per share, totaling THB 527.54 million. In this regard, the Board of Directors determined the date to record the names of the shareholders who are entitled to the dividend payment (Record Date) on May 6, 2021 and determined the date of the dividend payment on May 21, 2021. In this regard, the above-mentioned dividend payments were in accordance with the Company’s dividend policy and were deliberately subject to operating results, cash flows, and investment plans as determined by the Board of Directors. Voting: The resolution on this agenda item shall be passed by a majority vote of the shareholders attending the meeting and casting their votes.
Agenda Item 5: To approve the election of the directors in place of those who are due to retire by rotation Facts and Rationale: Article 17 of the Articles of Association of the Company provides that, “At every annual general meeting of shareholders, one-third (1/3) of the directors shall vacate in proportion. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall vacate from office. The director who vacates from office may be re-elected. The directors vacating from office in the first and second years after the registration of the Company shall be selected by means of drawing lots. In subsequent years, the director who has held office the longest shall vacate from office.” At the 2021 Annual General Meeting of Shareholders, one-third of the total number of directors who are due to retire by rotation is three from a total of nine directors. As this is the 4th year after the Company has been converted from a limited company into a public limited company since March 24, 2017 and appointed a new Board of Directors, to be in compliance with the Articles of Association, the directors who have held office the longest shall retire by rotation. The three directors are as follows:
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1. Mr. Prachak Tangkaravakoon Chairman/ Member of the Executive Committee 2. Mrs. Busatree Wanglee Director/ Member of the Executive Committee 3. Mrs. Prisana Praharnkhasuk Independent Director/ Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee In this regard, the Nomination and Remuneration Committee’s Meeting No. 1/2021, convened on January 21, 2021, not including the interested directors, has considered various qualifications of the nominated directors by duly considering suitability of educational degree, work experience and expertise, including past performance as the Company’s directors and were of the view that the three directors have suitable qualifications and should be elected as the Company’s directors for another term. Furthermore, the Board of Directors was of the view that Mrs. Prisana Praharnkhasuk, (her tenure includes the existing period and this re-election totaling 7 consecutive years) who is nominated to hold office as an independent director, is able to render opinions independently and in accordance with the relevant regulations. In addition, the Board of Directors has taken account of the qualifications with carefulness of above three directors to ensure that they possess proper qualifications, knowledge, competence and experiences in the Company’s businesses, and they have performed well as the Company’s directors in the past. In addition, they also meet the qualifications required by the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto), the Securities and Exchange Act B.E. 2535 (1992) (including any amendment thereto), the Notifications of the Capital Market Supervisory Board, the Notifications of the Stock Exchange of Thailand and other relevant notifications. As a result, the Board of Directors deemed it appropriate to propose to the shareholders’ meeting to re-elect the three directors who are due to retire by rotation to hold office for another term. (The criteria and procedures for the selection and nomination of directors can be found in Attachment 2, Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report); Part 2 Corporate Governance, Section 7 Corporate Governance Report, Principle 3.3). In this regard, the Company gave the shareholders an opportunity to propose agenda items and persons who were qualified for the election of directors in advance from October 1, 2020 to December 31, 2020 submitting through postal mail and e-mail provided. However, no shareholders proposed any qualified persons for the election of the directors in place of those who are due to retire by rotation for the year 2021 to the Company. However, Mrs. Busatree Wanglee holds the position of a director of Gypmantech Company Limited (“Gypmantech”) manufacturing and distributing gypsum boards under the brand “GM GYPSUM”, which may be regarded as the same nature and competition with business of the Company that presently runs the gypsum business under the brand “TOA GYPSUM”. Gypmantech is hired for rendering OEM services. Currently, no gypsum board manufacturers provide OEM services in the same specification and quality. They also do marketing under their own brands and do not have enough production capacity. Therefore, it is considered as the benefit of the Company to have its own gypsum products (TOA GYPSUM) through such OEM services under the prices and conditions with general commercial terms with other parties. TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 6
Moreover, it is in line with the Company’s growth strategy with the aim of growing beyond colors. In order to comply with the Company’s Articles of Association in Article 27 in line with the Section 86 of the Limited Public Company Act B.E.2535 (1992) (and any amendments thereto) provide that: “The Directors are forbidden to operate a business of the same nature as and in competition with that of the company, or to enter to be a partner in an ordinary partnership or a partner of limited liability in a limited partnership or a director of a private company or public company or other company which operates a business of the same nature as and in competition with that of the company, whether for their own or others' benefit, unless the meeting of shareholders had been notified prior to appointment thereto.” Therefore, the Board of Directors must notify such matter to the shareholders’ meeting to acknowledge prior to the resolution to re-appoint Mrs. Busatree Wanglee to be a director for another term. Opinions of the Board: The Board of Directors, excluding the interested directors, as preliminarily considered by the Nomination and Remuneration Committee, duly took into account the three directors equipped with suitable qualifications: therefore, they should be elected as the Company’s directors. In this regard, the Board of Directors deemed it appropriate to propose to the shareholders’ meeting to approve the election of the three directors who are due to retire by rotation to hold office as directors for another term, in accordance with the above details. Moreover, the summary of profiles of the directors who are due to retire by rotation, and the qualifications of the independent directors (definition of independent directors) of the Company are in alignment with the criteria required by the Capital Market Supervisory Board, provided here in Attachment 3. Voting: The resolution on this agenda item shall be passed by a majority vote of the shareholders attending the meeting and casting their votes.
Agenda Item 6: To approve the determination of the remuneration for directors and the sub-committees for the year 2021 Facts and Rationale: Section 90 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto) provides that the company shall not pay money nor give any property to a director, unless it is a payment of remuneration under the articles of association of the company. In the case where the articles of association of the company is not stipulated, the payment of remuneration under the first paragraph shall be in accordance with the resolution of the shareholders’ meeting based on a vote of no less than two-thirds of the total number of votes of the shareholders attending the meeting. In addition, Article 22 of the Articles of Association of the Company provides that: “The directors shall be entitled to receive remuneration from the Company in the form of a financial reward, meeting allowance, gratuity, bonus, or other benefits in accordance with a resolution of the shareholders’ meeting by a vote of no less than two-thirds (2/3) of the number of shareholders attending at the meeting. The remuneration may be designated in fixed amount or as a specific criteria for any specific time of payment or for continuous application until any future amendment by a resolution of the shareholders’
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meeting is made. Moreover, the directors are also entitled to the remunerations and welfares in accordance with the Company’s regulations. The provision under the first paragraph shall not prejudice the rights of the directors appointed from the staff-members or employees of the Company who are entitled to the remunerations and benefits as the staff- members or employees of the Company.” In this regard, the criteria of the remuneration of directors and the sub-committees for the year 2021 has been considered carefully and prudently by the Nomination and Remuneration Committee and Board of Directors respectively, by comparing with the same industry, including deliberately considering information regarding the business expansion. Furthermore, experience, accountability and responsibility of each director have also been taken into account. Accordingly, in order to be in compliance with the Section 90 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto) and Article 22 of the Articles of Association of the Company, it is deemed appropriate to propose to the shareholders’ meeting to approve the remuneration of directors and the sub-committees for the year 2021 with the following details: 1) The monthly remuneration and meeting allowances for the year 2021, equivalent to the year 2020 Board of Directors Monthly Remuneration Meeting Allowances (THB/meeting/person) (THB/person) (only the directors attending the meeting) Board of Directors • Chairman 200,000 40,000 • Vice-chairman 150,000 35,000 • Directors 50,000 30,000 Sub-committees 1. Executive Committee • Chairman of the Executive Committee 100,000 40,000 • Member of the Executive Committee 50,000 30,000 2. Other Sub-Committees
(apart from the Executive Committee) • Chairman of the sub-committee - 35,000 • Members of the sub-committee - 30,000
2) The determination of the annual bonus At the rate 0.40% of the net profit under the separated financial statements for the year ended December 31, 2020, but not more than THB 10 million. In this regard, Chairman of the Board and Vice-Chairman will receive bonus more than directors by 35% and 25% respectively (same rate as the previous year). The Company’s net profit under the separated financial statements for the year ended December 31, 2020 was THB 2,125,542,490. The bonus for the Board of Directors in the total of THB 8,502,172 is shown with details as below:
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Detail 2021 2020 Chairman of the Board 1,195,618 1,141,620 Vice Chairman 1,107,053 1,057,055 Director (per person) 885,643 845,644 Total 8,502,172 8,118,183 3) Other benefits The Executive Committee shall receive actual medical expenses at the total amount not exceeding THB 5 million per year, which is in accordance with the Company’s regulations, and the Board of Directors agreed with the consideration raised by the Nomination and Remuneration Committee. For 2020, the total actual directors’ remuneration was THB 26.09 million; the details are shown in Attachment 2, Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report), Part 2 Corporate Governance, Section 6 Corporate Governance Structure, and Significant Information about Board of Directors, Sub-Committees, Management Team, Employees, and Others, Heading 6.4.3 Remuneration. Opinions of the Board: The Board of Directors, as per the opinions of the Nomination and Remuneration Committee, deemed appropriate to propose to the shareholders’ meeting to approve the remuneration of directors and the sub-committees for the year 2021, as proposed. Voting: The resolution on this agenda item shall be passed by a vote of not less than two-thirds (2/3) of the total number of votes of the shareholders present at the meeting. Agenda Item 7: To approve the appointment of the auditors and the determination of the audit fee for the year 2021 Facts and Rationale: Section 120 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto) provides that the annual general meeting shall appoint an auditor and determine the auditing fee of the company every year. In appointing the auditor, the former auditor may be re-appointed, that is in line with Article 36 (6) of the Articles of Association which provides that “the business which the ordinary shareholders shall call the meeting is as follows: (6) to consider the appointment of the auditors and determine the audit fee.” The Audit Committee had taken into account the performance, experience, availability, acceptable work standard, independency, and audit fee proposed by the auditors. The Audit Committee’s Meeting No 2/2021, convened on February 25, 2021, approved the appointment of external auditors for the Company and its subsidiaries and audit fees for the year 2021 as follows: 1) Agreed to propose to the shareholders’ meeting to consider and approve of appointing PricewaterhouseCoopers ABAS Company Limited to be the auditing firm of the Company and audit fee. The auditors and audit fee for accounting period ended December 31, 2021 are as follows: 1) Miss Nopanuch Apichatsatien Certified Public Accountant No. 5266 (She audited the Company’s financial statements in 2020) or 2) Mr. Paiboon Tunkoon Certified Public Accountant No. 4298 (He has never audited the Company’s financial statements) or
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3) Miss Sanicha Akarakittilap Certified Public Accountant No. 8470 (She has never audited the Company’s financial statements) In this regard, profiles of the proposed auditors to be elected as auditors for the year 2021 are as per the details in the Attachment 4. In this regard, the nominated auditors possess the qualifications in compliance with the Notifications of the Securities and Exchange Commission, and the audit fee is THB 4,245,000 which is the same rate as the previous year. Comparison of the Company’s audit fees Unit: THB Company 2021 2020 Difference % (proposed year) TOA Paint (Thailand) Public Company Limited 4,245,000 4,245,000 - - Note: This audit fee excludes any actual expenses incurred during the service: non-audit fee such as traveling and accommodation expenses which will be charged to the Company in case there are any tasks arising other than the normal annual audit tasks. The shareholders’ meeting shall authorize the Board of Directors to determine the extraordinary expenses on case-by-case basis. In the case where such auditors cannot perform the duty, PricewaterhouseCoopers ABAS Company Limited shall arrange for another auditor of its audit firm to perform the duties of auditing and rendering opinions on the financial statements of the Company in the place of such auditors. In this regard, the above- mentioned auditors have no relationships or interests with the Company, its subsidiaries, executives, or major shareholders, or related parties in anyway whatsoever, so the auditors shall be independent for reviewing and rendering their opinions to the Company’s financial statements. In addition, such auditors from PricewaterhouseCoopers ABAS Company Limited are to be appointed as the auditors of the Company and its subsidiaries for the year 2021. It is not in contrary to the Notifications of the Securities and Exchange Commission No. TorChor. 75/2561 Re: Rules, Conditions and Procedures for Disclosure of Information relating to Financial Status and Operating Result of Issuing Company (No. 14) which amended the Notification of the Capital Market Supervisory Board No. TorChor. 44/2556 Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers providing that the securities issuer which is a listed company on the Stock Exchange of Thailand shall ensure that there is a rotation of auditors in the case where the existing auditor has performed the duties of auditing or reviewing, and rendering opinions on the financial statements of the Company for seven fiscal years (regardless of consecutiveness). In this regard, the Company shall appoint the same auditor who is relieved from the duty under the rotation upon the expiration of at least five fiscal consecutive periods. It is because the auditors are proposed as the Company’s auditors for the second year. 2) To deem it appropriate to propose to the shareholders’ meeting to acknowledge the determination of the following audit fees for the subsidiaries in Thailand and overseas for the year 2021:
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Company 2021 2020 (proposed year) 1. Subsidiaries of which PricewaterhouseCoopers ABAS Company Limited is an auditor - Audit Fees THB 3,675,823 THB 4,259,841 - Number of subsidiaries in Thailand 1 Company 1 Company - Number of subsidiaries overseas 8 Companies 11 Companies
2. Subsidiaries of which other auditing firms are auditors - Audit Fees THB 788,078 THB 30,500 - Number of subsidiaries in Thailand 2 Companies 3 Companies - Number of subsidiaries overseas 3 Companies 0 Company Total Audit Fee THB 4,463,901 THB 4,290,341 Note: - The above audit fees may be changed due to the number of subsidiaries and exchange rate. - For comparison, the 2020 audit fee was calculated with reference to the exchange rate of 2021. In this regard, the Company recognizes the importance of requiring the auditor of the subsidiaries to be the same auditor with the Company’s. The Board of Directors has planned to change the auditors of the Company and its subsidiaries to be the auditing firm under the same network, except for its subsidiaries with small-sized assets and revenue or non-active subsidiaries. However, the Board of Directors will ensure that the consolidated financial statements are completed on a timely basis. Opinions of the Board: The Board of Directors, as preliminarily considered by the Audit Committee, deemed it appropriate to propose to the shareholders’ meeting to approve the appointment of the auditors and the determination of the audit fee of the Company for the year 2021, and to acknowledge the determination of the audit fees of the subsidiaries the year 2021 in accordance with the details above. Voting: The resolution on this agenda item shall be passed by a majority vote of the shareholders attending the meeting and casting their votes. Agenda Item 8: Other matters (if any)
Facts and Rationale: This agenda item is for the shareholders to ask questions and/or express their opinions (if any) to the Board of Directors, and/or for the Board of Directors to clarify or answer the questions asked by the shareholders. There shall be no proposals of any other matters for the consideration and approval of the meeting, nor there be any casting of votes under this agenda item. Opinions of the Board: This agenda item is for the shareholders to ask questions (if any) and/or for the Board of Directors to clarify or answer the questions asked by the shareholders.
The Company determined the date to record the names of the shareholders who are entitled to attend the 2021 Annual General Meeting of Shareholders on March 15, 2021. As mentioned earlier, the Company recommends that shareholders consider
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granting proxies to its independent directors to vote on their behalf due to COVID-19 outbreak. Questions for each agenda item can be submitted in advance including granting proxy to an independent director as usual. In order to protect the rights and interests of the shareholders, in the event that a shareholder is unable or does not want to attend the meeting and wishes to appoint one of the Company’s independent directors as his or her proxy, the shareholder is requested to execute the Proxy Forms specifying the name of either: Mrs. Prisana Praharnkhasuk, Independent Director, Chairman of the Audit Committee, and Member of the Nomination and Remuneration Committee; or Mrs. Chanatip Weerasubpong, Independent Director, and Member of the Audit Committee; or Mr. Veerasak Kositpaisal, Independent Director, Member of the Audit Committee, and Chairman of the Nomination and Remuneration Committee, as the proxy. The information and definition of the independent director of the Company are set out in Attachment 6 and page 45 respectively, and delivery of such Proxy Forms and supporting documents must be made to the Company Secretary and Investor Relations, TOA Paint (Thailand) Public Company Limited, No. 31/2, Moo 3, Bang Na-Trad Road, Bang Sao Thong Sub-district, Bang Sao Thong District, Samut Prakan Province, 10570 before the meeting date. For shareholders who would like to attend the meeting in person, the Company will open registration for the meeting from 08.00 hrs. on the date of the meeting. Please present the citizen identification card, or any other valid document with their photos issued by governmental authorities in order to confirm the right to attend the meeting. In the case of a shareholder that is a juristic person, please present a copy of the company’s affidavit of the shareholder, certified true and correct by the representative(s) of the juristic person, specifying that the representative(s) of the juristic person attending the meeting are duly authorized to act on behalf of the juristic person, and having issued not more than 6 months; and the representative(s) shall present the citizen identification card, or any other valid document with their photos issued by governmental authorities. In the event that a shareholder wishes to appoint a proxy to attend the meeting and cast votes on his or her behalf, please complete in the Proxy Forms attached herewith and have the Proxy Forms executed by the grantor and the proxy, as specified in Attachment 11. In order to attend the meeting, the proxy must bring documents or evidence of his or her identity as detailed in Attachment 5 and submit such documents or evidence to the Company prior to the meeting. No Tokens To Be Given: In order to comply with the policy of the Securities and Exchange Commission and Thai Investors Association, there will be no token given to the shareholders at the 2021 Annual General Meeting of Shareholders.
Sincerely yours,
(Mr. Prachak Tangkaravakoon) Chairman of the Board of Directors
For additional information, please contact: Company Secretary and Investor Relations, Tel. 0-2335-5555, Ext. 5875, 1520, and 1581
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Supporting Documents for the agenda
item no. 1, 5 and 7
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Attachment No.1 Minutes of the Annual General Meeting of Shareholders for the Year 2020 TOA Paint (Thailand) Public Company Limited
Date, Time, and Venue of the Meeting The Annual General Meeting of Shareholders for the year 2020 of TOA Paint (Thailand) Public Company Limited (the “Company”) was held on Friday, August 7, 2020, 09.30 hrs., The Residence 303-304, M Floor, Grand Hyatt Erawan Bangkok, 494 Rajdamri Road, Lumphini, Pathumwan, Bangkok. Directors in Attendance 1. Mr. Prachak Tangkaravakoon Chairman of the Board of Directors, and Member of the Executive Committee 2. Mrs. Laor Tangkaravakoon Vice Chairman, and Member of the Executive Committee 3. Mr. Vonnarat Tangkaravakoon Director, and Member of the Executive Committee 4. Mr. Jatuphat Tangkaravakoon Director, Chairman of the Executive Committee, Member of the Nomination and Remuneration Committee, and Chief Executive Officer 5. Mr. Nattavuth Tangkaravakoon Director 6. Mrs. Busatree Wanglee Director, Executive Director, and Executive Vice President – Office of the Chief Executive Officer 7. Mrs. Prisana Praharnkhasuk Independent Director, Chairman of the Audit Committee, and Member of the Nomination and Remuneration Committee 8. Mrs. Chanatip Weerasubpong Independent Director, and Member of the Audit Committee 9. Mr. Veerasak Kositpaisal Independent Director, Member of the Audit Committee, and Chairman of the Nomination and Remuneration Committee Directors not in Attendance: -None- In this regard, there were 9 directors of the total number of the Company’s directors attending the meeting or equivalent to 100%. Executives in Attendance 1. Miss Taweeporn Patanakitraung Member of the Executive Committee, Chief Financial Officer, and the person supervising the accounting Auditors in Attendance 1. Mr. Supachai Phanyawattano EY Office Limited
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2. Miss Wilailak Saenmuangkaew EY Office Limited 3. Miss Nopanuch Apichatsatien PricewaterhouseCoopers ABAS Ltd. 4. Miss Yuwanan Manomivisit PricewaterhouseCoopers ABAS Ltd. Legal Advisor in Attendance 1. Miss Trinuch Chuenchomlada Weerawong Chinnavat & Partners Ltd.
Prior to the meeting, Miss Srikanlaya Pensri – Company Secretary and Secretary of the Meeting (“the Company Secretary”) informed the Meeting about preventive measures and guidance under the situation of Covid-19 outbreak for the health of all shareholders/proxies attending this Meeting. All attendees were asked for cooperation to follow such guidance and precautionary measures of the Department of Disease Control, Ministry of Public Health, which was stated in the notice that was already sent to the shareholders. Due to no microphones provided during Q&A sessions, those who wished to raise questions or comments were required to write them down on a paper only for the Company’s staff to gather and hand in to responsible persons to answer.
The Meeting Commenced Mr. Prachak Tangkaravakoon, the Chairman of the Board of Directors presided as the Chairman of the Meeting (the “Chairman”). The Chairman welcomed the shareholders and assigned Mr. Jatuphat Tangkaravakoon, Director, Chairman of the Executive Committee, Chief Executive Officer, and Member of the Nomination and Remuneration Committee, to conduct the Meeting. Mr. Jatuphat Tangkaravakoon informed the Meeting that there were 34 shareholders attending the Meeting in person and 576 shareholders attending the Meeting by proxies, making a total of 610 shareholders with 1,969,242,776 shares in aggregate, equivalent to 97.0548 percent of the total issued shares of the Company of 2,029,000,000 shares. A quorum was thus constituted in accordance with the Company’s Articles of Association, and assigned Miss Srikanlaya Pensri – Company Secretary and Secretary of the Meeting to inform the Meeting of the rules, the voting procedures and the vote counting. In order for the Meeting to comply with the good corporate governance in relation to the voting at the Meeting, the Company Secretary informed the Meeting of the rules on voting and the counting of votes as follows: 1. Voting A shareholder will have the number of votes equivalent to the number of shares he or she holds in the Company, whereby one share is equivalent to one vote (One Share: One Vote), and can vote for approval, or disapproval, or abstention in each agenda. In the case that a shareholder attends the Meeting in person or by proxy in the form prescribed by the law, the vote shall be casted by using the ballots received at the time of registration in accordance with the following procedures: Before voting on each agenda item, the shareholder or proxy is required to sign his/her name on the ballot in order to ensure transparency in voting. With regards to voting for all agenda items, if any shareholder or proxy wishes to vote for disapproval or to abstain from voting, such shareholder shall mark his/her ballot and raise his/her hand, the Chairman will have the staff to collect the relevant ballot for the purpose of vote counting. The Company will deduct the number of ballots with a vote of disapproval or abstention from the total number of votes. The remaining votes will be considered as votes of approval, unless the shareholder has already TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 15
marked his/her ballot in the proxy form, at the time of registration, expressing his/her intent to vote for disapproval or abstention, whereby the Company has recorded such votes in each agenda item. In case a shareholder or proxy needs to correct his/her vote, the existing vote shall be crossed out with the shareholder’s signature added. 2. Vote counting For the counting of votes, the Company will deduct the number of ballots with a vote of disapproval or abstention from the total number of votes. The remaining votes shall be considered as votes of approval. The Company will only collect the ballots with votes of disapproval or abstention. A shareholder who votes to approve each agenda item shall keep his/her ballot and return it to the Company’s staff after the Meeting. For transparency purposes, the Company is to collect all voting ballots for all agenda items at the end of the Meeting. Voting is to be conducted openly, not by secret ballots. Any votes made in the following manners shall be considered void ballots. 1) A ballot that has more than one mark in the space provided. 2) A ballot that is crossed out without signature or casts a vote expressing a conflict of intent. 3) A ballot that casts more than the permitted number of votes. For the purpose of transparency of the vote counting, the Company asked Mr. Trin Ratanachand, the representative from Weerawong, Chinnavat & Partners Ltd., the Legal Advisor of the Company, to act as an inspector for the vote counting to ensure that the Meeting is conducted transparently, in accordance with the laws, and the Company’s Articles of Association. The Company also asked two shareholders to volunteer as witnesses in the vote counting, but no shareholder volunteered. In this regard, Miss Nipada Panatthasiri, a representative from the Thai Investors Association, volunteered to perform as the witness in the vote counting. Before voting on each agenda item, the Company will give the shareholders and proxies an opportunity to raise questions or opinions concerning such agenda item as deemed appropriate. Those who would like to raise questions or opinions are requested to write them down in a paper together with names and surnames and raise a hand for the Company’s staff who shall gather it due to no microphones provided for shareholders and proxies during Q&A sessions. In the case that a shareholder has questions or opinions which do not concern the agenda item under discussion, such questions should be asked or such opinions rendered under the agenda item arranged for any other business, and shareholders are requested to raise questions or render opinions in brief, and not to raise questions or render opinions which are similar to an opinion or question that has already been mentioned, in order for the other shareholders to have an opportunity to exercise their rights. Furthermore, the shareholders are also requested to give their full cooperation to the Meeting so that the Meeting can be conducted in a timely manner. In this regard, the Company had given the shareholders the opportunity to propose agenda items to be discussed in the Meeting and the names of the persons qualified for the election of directors of the Company in advance in accordance with the rules specified by the Company during October 1, 2019 to December 31, 2019 via the Company’s and Stock Exchange of Thailand’s website since September 26, 2019. However, no shareholders proposed any additional agenda items nor did they
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propose the names of qualified persons for the election of the directors of the Company in this Annual General Meeting of Shareholders for the year 2020. In order for shareholders to acknowledge the meeting details, the Company has disclosed the notice both in Thai and English via its website as well as the Stock Exchange of Thailand’s website since June 22, 2020. The Company gave the shareholders opportunity to submit questions in advance from June 22 to July 31, 2020, including announcing it on the Stock Exchange of Thailand’s website since June 22, 2020. However, no shareholders submitted any questions to the Company. Before considering the following agenda items, the Company Secretary asked whether any shareholder had any question with regard to the rules on voting. As no shareholder had any question, Mr. Jatuphat Tangkaravakoon conducted the Meeting according to the agenda items as appeared in the Invitation to the Annual General Meeting of Shareholders for the year 2020 as follows:
Agenda Item 1: To endorse the Minutes of 2019 Annual General Meeting of Shareholders, convened on April 24, 2019 Mr. Jatuphat Tangkaravakoon proposed to the Meeting to endorse the Minutes of 2019 Annual General Meeting of Shareholders, convened on April 24, 2019. The details of which appeared in Attachment 1 of the Invitation to this Annual General Meeting of Shareholders. In this regard, the Board of Directors was of the view that the Minutes of 2019 Annual General Meeting of Shareholders has been accurately and completely recorded; therefore, it proposed that the Meeting endorse such Minutes. Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders or proxies asked any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon proposed the Meeting to endorse the 2019 Annual General Meeting of Shareholders, convened on April 24, 2019. In this regard, Mr. Jatuphat Tangkaravakoon informed the Meeting that the resolution on this agenda item required the majority vote of the shareholders attending the Meeting and casting their votes.
Resolution: The Meeting resolved to endorse the Minutes of 2019 Annual General Meeting of Shareholders, convened on April 24, 2019, by a majority vote of the shareholders attending the Meeting and casting their votes as follows: Resolution Number of votes % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,969,251,483 100.0000 Disapproved 0 0.0000 Abstained 0 not constituted as vote Void ballots 0 0.0000 Total 1,969,251,483 100.0000 Remark: In this agenda item, there were additional shareholders attending the Meeting totaling 8,707 shares.
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Agenda Item 2: To acknowledge the report on the operational results for the year 2019 prepared by the Board of Directors Mr. Jatuphat Tangkaravakoon informed the Meeting that Section 113 of the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto) and Articles 36 and 40 of the Articles of Association of the Company provide that the annual general meeting shall consider the report of the Board of Directors presenting the operational results of the Company of the previous year, and shall prepare the Annual Report of the Board of Directors together with the notice calling the annual general meeting to inform the shareholders. The Company has summarized the operational results and the important changes that occurred during the year 2019 in the Annual Report 2019 in QR code format that was sent to the shareholders together with this Invitation to the Annual General Meeting of Shareholders. VTR showed summary of operational results and the major changes of the Company in the year 2019, as well as the implementation of the good corporate governance and sustainability in the Company's business according to the guidelines of the Stock Exchange of Thailand, which can be summarized for the Meeting to acknowledge as follows: Overview of the Company's Business and Major Changes in 2019 1. Over the past 56 years as being a paint and coating producer and driving the Company’s consistent growth, it propels the Company to be the No.1 paint in Thailand supported by a range of color innovation and unsurpassed services. Moreover, its “TOA Color World” creates over 10,000 shades of color that resonates with every color demand together with the most extensive reach to consumers in Thailand thanks to its large distribution channels of over 6,000 retailers. The Company operates by using state-of-the-art, safe and green manufacturing processes, and relentless product innovation research and development from its strong team of experts. 2. Moving forward, the Company is committed to “Growing Beyond Colors” by offering total solution across different types of products to serve horizontal and vertical growth of the construction industry in Thailand and abroad. The first pillar of growth is to fortify its leading position of decorative paints and coatings in Thailand, with a 48.7% share in the market, by driving clear brands differentiation and building mass awareness alongside ‘Repaint’ strategy to drive up market value together with wider range of paint products that continually satisfies consumers. The second pillar of growth is through driving sales of total construction chemicals such as tile adhesive and waterproofing systems together with full range of innovation that cares for homes and buildings as total solution and also continuing to grow. For the third pillar, the Company aims to drive growth through expanding its new business of high-quality gypsum boards and complete accessories – leveraging its strongest distribution capabilities. 3. Furthermore, the ASEAN economy is part of the Company’s expansion plans. It has completed the expansion of the production facilities to Indonesia, Myanmar and Cambodia as part of the action plan. As a result, the overall production capacity rose from 88 to 102 million gallons per year, maximizing the Company’s competitiveness to increase its market shares strongly in these countries. Operational results according to Consolidated Financial Statements of the year 2019 1. For the year ended December 31, 2019, the Company registered sales of THB 16,978 million, a 4% increase. Gross profit margin and net profit margin showed an improvement thanks to growing sales and the improvement of cost and expenditure management efficiency with following details:
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- 68% of sales stem from decorative paint and coating products, 29% from non-decorative paint and coating products, the rest is generated by other sales categories. - The domestic market contributed to 86% and the AEC market possessed a 14% contribution. - For sales split by distribution channels, sales from retailers at 70%, 19% from modern trade, and the rest is project sales, export and other channels. 2. The Company’s financial position has been long-running and robust with the rising of total assets, lower debts as follows: Consolidated Financial Statements (THB million) 2019 2018 Increased (Decreased) Total Assets 15,707 14,936 771 Total Liabilities 5,093 5,572 (479) Total Shareholders’ Equities 10,613 9,364 1,249 3. Return on assets and return on equity were high, low interest-bearing debt to equity ratio, resulted from the Company’s strong operational foundation. The details are as follows: Financial Ratios 2019 2018 Return on total assets (%) 14.0 12.3 Return on equity (%) 21.4 20.1 Interest-bearing debt to equity ratio (times) 0.05 0.11 Good corporate governance and sustainability in business operations. In order for corporate sustainable development, the Company dedicates itself to good corporate governance, sustainable business, ethics, respect for human rights, and interests of stakeholders, also emphasizing on good quality of its products that are safe for end users, communities, and environment together with CSR program to contribute back to the society and nation. Furthermore, the Company operates its business with transparency and the acknowledgement of anti-corruption activities. The policy to counter corruption has been formulated to serve as a guideline and to promote organizational culture, to raise awareness and positive value in working environment. The Company provides complaint and whistleblowing channels via its website, mail and email directly to the Audit Committee and Board of Directors (Audit Committee: [email protected]/ Board of Directors: [email protected]). This is the aim to ensure that the Company leads forward with its full potential for fully sustainable growth. Based on the abovementioned business concept, the Company has been recognized and granted with various awards from top institutes of the country in every year. The awards that the Company received in 2019 included: - “No.1 Brand Thailand 2019” by Marketeer Magazine, as the most popular brand in Thailand for decorative paints and coatings category for 7 consecutive years.
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- “Thailand’s Most Admired Brand 2019” by BrandAge Magazine, as the most trusted brand for construction materials/ interior paint/ exterior paint industry for 8 consecutive years. - “Thailand’s Most Admired Company 2019” by BrandAge Magazine for decorative paint and coating in construction materials category for 5 consecutive years. - The silver award of “Happy PVD Company” hosted by the Office of the Securities and Exchange Commission in association with alliances - Green Industry Level 4 (Green Culture) for Bangna Plant by the Ministry of Industry. - CSR-DIW Continuous Award 2 0 1 9 for Bangna Plant (6 consecutive years) by Department of Industrial Works, Ministry of Industry. - Award for Partnership School Project 100% by the Ministry of Education. - Outstanding Safety, Occupational Health, Environment in the Workplace for Diamond Award in the event of Thailand Labor Management Excellence Award 2019 for Bangna Plant (6 consecutive years), by the Ministry of Labor. - Outstanding Safety, Occupational Health, Environment Management in the Workplace for Gold Award for Samrong Plant (4 consecutive years), organized by Department of Labor Protection and Welfare, Ministry of Labor. - 5-star CG score which is an “Excellent” level under the Corporate Governance Report of Thai Listed Companies 2019 assessed and carried out by Thai Institute of Directors (IOD); and received a full score of 100% for the quality evaluation of the 2019 Annual General Meeting of Shareholders assessed by Thai Investors Association. After VTR finished playing, Mr. Jatuphat Tangkaravakoon reported more about the anti-corruption development of the Company that corporate governance policy, anti-corruption policy, and also code of conduct are regularly communicated to its employees at all levels as well as new employees to instill awareness leading to corporate culture at last. Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders or proxies asked any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon informed the Meeting that this agenda item was only for acknowledgement, no voting is required.
Agenda Item 3: To approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2019 Mr. Jatuphat Tangkaravakoon assigned Ms. Taweeporn Patanakitraung, Executive Director, Chief Financial Officer, and the person supervising the accounting to report the details to the Meeting to approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2019 audited by the certified auditor from EY Office Limited and reviewed by the Audit Committee and subsequently endorsed by the Board of Directors. Ms. Taweeporn Patanakitraung informed the Meeting that, to comply with the relevant laws and Article 39 of the Articles of Association of the Company which provides that the Board of Directors shall cause the balance sheets and the profit and loss account to be prepared as of the end of the accounting period of the Company, and shall propose to the shareholders’ meeting
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for approval at the annual general meeting. In this regard, the Company has prepared the financial statements under the generally accepted accounting principles which is to be audited by the auditor of the Company. The statement of financial position, the statement of comprehensive income, and the auditor’s report were shown in the Company’s Annual Report for the year 2019 in QR code format which was sent to the shareholders together with this Invitation to the Annual General Meeting of Shareholders. In addition, Ms. Taweeporn Patanakitraung summarized and provided additional details to the shareholders to acknowledge the Company’s operational results and changes as follows: Partial Financial Statements of the Company in Comparison Unit: THB million Consolidated Financial Separated Financial Item Statements Statements 2019 2018 2019 2018 Total assets 15,707 14,936 14,995 14,376 Total liabilities 5,093 5,572 3,993 4,572 Total revenues 17,093 16,363 14,278 13,857 Profit for the year attributable to owners of the parent 2,162 1,825 2,030 1,941 Earnings per share attributable to owners of the parent (Baht/Share) 1.07 0.90 1.00 0.96 According to the auditor’s opinion, the financial statements as at December 31, 2018 and 2019, financial performance, and cash flows of the Company and its subsidiaries including the separate financial statements for the year then ended are in accordance with relevant financial reporting standards. The report of the independent certified public accountant is disclosed in the Annual Report 2019 (QR code format) delivered to the shareholders together with the notice calling this Meeting in the section “Financial Report”. Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No additional shareholders or proxies raised any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon proposed to the Meeting to approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2019. In this regard, Mr. Jatuphat Tangkaravakoon informed the Meeting that the resolution on this agenda item required the majority vote of the shareholders attending the Meeting and casting their votes.
Resolution: The Meeting resolved to approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2019, by the majority vote of the shareholders attending the Meeting and casting their votes as follows: Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,969,252,783 100.0000 Disapproved 0 0.0000 Abstained 0 not constituted as vote Void ballots 0 0.0000 TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 21
Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Total 1,969,252,783 100.0000 Remark: In this agenda item, there were additional shareholders attending the Meeting totaling 1,300 shares.
Agenda Item 4: To acknowledge the interim dividend payments and approve the omission of dividend payment for the year 2019 Mr. Jatuphat Tangkaravakoon assigned Ms. Taweeporn Patanakitraung, Executive Director, Chief Financial Officer, and the person supervising the accounting to report the details to the Meeting to acknowledge the interim dividend payments and approve the omission of dividend payment for the year 2019. Ms. Taweeporn Patanakitraung informed the meeting that the Section 116 of the Public Limited Companies Act and Article 45 of the Company’s Articles of Association provide that the Company must allocate part of the annual net profit as reserve fund in an amount not less than five (5) percent of the annual net profit after deducting the sum of accumulated loss brought forward (if any) until the reserve fund amounts to not less than ten (10) percent of the registered capital. However, no legal reserve appropriation was made because the Company’s legal reserve reached the amount required by laws. The Company has a policy to pay dividends at the rate of not less than 40% of the Company’s net profit on the separate financial statements after deducting corporate income tax and other reserve funds as required by laws and as determined by the Company for each year. The Board of Directors may also, for the interest of the shareholders, take into consideration of other factors in paying dividends such as the operating performance and financial position of the Company, reserve funds for future investments, and repayment requirements of loans, or working capital requirements, and whether a dividend payment will have a material impact on the normal business operations of the Company, as deemed suitable and appropriate by the Board of Directors. The Board of Directors deemed it appropriate that the shareholders acknowledge the interim dividend payments and approve the omission of annual dividend payment as follows: (1) The interim dividend payment derived from the first half 2019 net profit on the separated financial statements The Board of Directors’ Meeting No. 7/2019 on August 13, 2019 resolved the interim dividend payment from the net profit derived from the operational results of the first half of 2019 from January 1, 2019 to June 30, 2019 at the rate of THB 0.23 per share, totaling THB 466.67 million, which was distributed on September 12, 2019. (2) The interim dividend payment derived from the second half 2019 net profit on the separated financial statements Due to the fact that the Board of Directors resolved to postpone the 2020 Annual General Meeting of Shareholders fixed on April 23, 2020 indefinitely, the Board of Directors’ Meeting No. 3/2020 on March 24, 2020 resolved to pay interim dividends from the net profit derived from the second half of 2019 separated financial statements instead of the annual dividends in order to cushion the impact of such postponement. Such interim dividend payment was at THB 0.27 per share, totaling THB 547.83 million, which was distributed on April 23, 2020. After accumulating 1) the interim dividends from the operational results of the first half of 2019 from January 1, 2019 to June 30, 2019 at the rate of THB 0.23 per share, totaling THB 466.67 million and 2) the interim dividends from the operational results of the second half of 2019 from July 1, 2019 to December 31, 2019 at the rate of THB 0.27 per share, totaling THB 547.83 million, the total dividend
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payments for the 2019 operating results were at the rate of THB 0.50 per share, totaling THB 1,014.50 million. The dividend ratio to the net profit was equivalent to 50.0% of the net profit under the separated financial statements of the year 2019, which was subject to the corporate income tax at the rate of 20% of the net profit. Due to the interim dividend payment specified in (2) above instead of annual dividend payment for the year 2019 in order to cushion the impact of postponement of 2020 Annual General Meeting of Shareholders, The Board of Directors deemed it appropriate to propose to the shareholders’ meeting to consider and approve the omission of dividend payment for the year 2019. Thus, the dividend payment is in accordance with the Company’s dividend policy. Details of the comparative dividend payment ratio are as follows: Details of Dividend Payment Year 2019 Year 2018 (Proposed year) 1. Net Profit Attribute to Owners of the Company (THB) 2,029,545,893 1,941,222,248 2. Total Amount of Shares (Shares) 2,029,000,000 2,029,000,000 3. Total Dividend Payment (THB per Share) 0.50 0.39 3.1 Interim Dividends from the first half-year period (THB per Share) 0.23 0.21 3.2 Dividends from the second half-year period - Interim Dividends (THB per Share) 0.27 - - Annual Dividends (THB per Share) - 0.18 4. Total Dividend Amount (THB) 1,014,500,000 791,310,000 5. Dividend Payout Ratio to Net Profit after Deducting from the Legal Reserve 50.00% 41.50%
In this regard, the above-mentioned dividend payments were in accordance with the Company’s dividend policy and were deliberately subject to operating results, cash flows, and investment plans as determined by the Board of Directors. Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No additional shareholders or proxies raised any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon proposed to the Meeting to acknowledge the interim dividend payments and approve the omission of dividend payment for the year 2019. In this regard, Mr. Jatuphat Tangkaravakoon informed the Meeting that the resolution on this agenda item required the majority vote of the shareholders attending the Meeting and casting their votes. Resolution: The Meeting resolved the following matters to: 1) Acknowledge the interim dividend payment derived from the first half 2019 net profit on the separated financial statements at the rate of THB 0.23 per share, totaling THB 466.67 million, which was distributed on September 12, 2019; 2) Acknowledge the interim dividend payment derived from the second half 2019 net profit on the separated financial statements at the rate of THB 0.27 per share, totaling THB 547.83 million, which was distributed on April 23, 2020; and 3) Approve the omission of dividend payment for the year 2019.
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The Meeting approved this agenda item by the majority vote of the shareholders attending the Meeting and casting their votes as follows: Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,969,252,984 100.0000 Disapproved 0 0.0000 Abstained 0 not constituted as vote Void ballots 0 0.0000 Total 1,969,252,984 100.0000 Remark: In this agenda item, there were additional shareholders attending the Meeting totaling 201 shares.
Agenda Item 5: To approve the election of the directors in place of those who are due to retire by rotation Mr. Jatuphat Tangkaravakoon assigned Mrs. Prisana Praharnkhasuk, Independent Director, Chairman of the Audit Committee, and Member of the Nomination and Remuneration Committee to inform the details to the Meeting in order to approve the election of the directors in place of those who are due to retire by rotation. Mrs. Prisana Praharnkhasuk informed the Meeting that Article 17 of the Articles of Association of the Company provides that “At every annual general meeting of shareholders, one-third (1/3) of the directors shall vacate in proportion. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall vacate from office. The director who vacates from office may be re-elected. The directors vacating from office in the first and second years after the registration of the Company shall be selected by means of drawing lots. In subsequent years, the director who has held office the longest shall vacate from office.” At the 2020 Annual General Meeting of Shareholders, 3 directors out of 9 directors who were due to retire by rotation. As this was the third year after the Company had been converted from a limited company into a public limited company since March 24, 2017 and appointed a new Board of Directors, in order to be in compliance with the Articles of Association, the directors who have held office the longest shall retire by rotation. The three directors are as follows: 1. Mrs. Laor Tangkaravakoon Vice Chairman/ Member of the Executive Committee 2. Mr. Vonnarat Tangkaravakoon Director/ Member of the Executive Committee 3. Mr. Veerasak Kositpaisal Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee
In order that the Meeting was in compliance with the good corporate governance, and in order to give the rights to the shareholders to be able to cast their votes independently, Mrs. Prisana Praharnkhasuk asked all the three directors to leave the meeting room during the shareholders or proxies considering the election of the directors in place of those who retired by rotation. The Company gave the shareholders an opportunity to propose the names of the qualified persons for the election of directors, in accordance with the Company’s criteria and procedures, in advance from October 1, 2019 to December 31, 2019 via the
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 24
Company’s website. However, no shareholders proposed any qualified persons for the election of the directors in place of those who are due to retire by rotation for the year 2020 to the Company. The Board of Directors, excluding those having conflicts of interest, agreed the consideration raised by the Nomination and Remuneration Committee with taking account of the qualifications with carefulness of above three directors to ensure that they possess proper qualifications, knowledge, competence and experiences in the Company’s businesses, and they have performed well as the Company’s directors in the past. In addition, they also meet the qualifications required by the Public Limited Companies Act B.E. 2535 (1992) (including any amendment thereto), the Securities and Exchange Act B.E. 2535 (1992) (including any amendment thereto), the Notifications of the Capital Market Supervisory Board, the Notifications of the Stock Exchange of Thailand and other relevant notifications. As a result, the Board of Directors deemed it appropriate to propose to the shareholders’ meeting to re-elect the three directors who are due to retire by rotation to hold office for another term. The criteria and procedures for the selection and nomination of directors can be found in the Annual Report (QR Code format) delivered to the shareholders together with the notice calling this Meeting in section “Governance and Sustainability Development”, heading “Corporate Governance”. In this regard, each director’s personal details including age, number and percentage of shareholding, educational background, expertise, work experience, and board-meeting attendance together with qualifications of independent director (definition of independent director) of which contents are equivalent to the criteria specified by the Capital Market Supervisory Board are shown in attachment of the agenda item no.5 in this Invitation to the Annual General Meeting of Shareholders which was already sent to the shareholders. Furthermore, the Board of Directors was of the view that Mr. Veerasak Kositpaisal (his tenure includes the existing period and this re-election totalling 6 consecutive years), who is nominated to hold office as an Independent Director, is able to render opinions independently and in accordance with the relevant regulations. Mrs. Prisana Praharnkhasuk asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders or proxies raised any questions or expressed any opinions; therefore, Mrs. Prisana Praharnkhasuk proposed to the Meeting to approve the election of the directors in place of those who retired by rotation. In this regard, Mrs. Prisana Praharnkhasuk informed the Meeting that the resolution on this agenda item required the majority vote of the shareholders attending the Meeting and casting their votes, and asked the shareholders or proxies to consider the election of the directors in place of those who retired by rotation on an individual basis. Resolution: The Meeting resolved to approve the election of the directors in place of those who retired by rotation to hold office as directors for another term on an individual basis as follows: 1. Mrs. Laor Tangkaravakoon has been re-elected as Vice Chairman, and Member of the Executive Committee Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,962,163,402 99.6399 Disapproved 7,089,584 0.3600 Abstained 0 not constituted as vote Void ballots 0 0.0000 TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 25
Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Total 1,969,252,986 100.0000 2. Mr. Vonnarat Tangkaravakoon has been re-elected as Director, and Member of the Executive Committee Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,697,368,930 86.1935 Disapproved 271,884,056 13.8064 Abstained 0 not constituted as vote Void ballots 0 0.0000 Total 1,969,252,986 100.0000 3. Mr. Veerasak Kositpaisal has been re-elected as Independent Director, Member of the Audit Committee, and Chairman of the Nomination and Remuneration Committee Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,965,574,602 99.8132 Disapproved 3,678,384 0.1867 Abstained 0 not constituted as vote Void ballots 0 0.0000 Total 1,969,252,986 100.0000 Remark: In this agenda item, there were additional shareholders attending the Meeting totaling 2 shares.
Agenda Item 6: To approve the determination of the remuneration for directors and the sub-committees for the year 2020 Mr. Jatuphat Tangkaravakoon assigned Mrs. Prisana Praharnkhasuk, Independent Director, Chairman of the Audit Committee, and Member of the Nomination and Remuneration Committee to inform the details to the Meeting in order to approve the determination of the remuneration for directors and the sub-committees for the year 2020. Mrs. Prisana Praharnkhasuk informed the Meeting that the Section 90 of the Public Limited Company Act B.E. 2535 (1992) (including any amendment thereto) provides that the company shall not pay money nor give any property to a director, unless it is a payment of remuneration under the articles of association of the company. In the case where the articles of association of the company is not stipulated, the payment of remuneration under the first paragraph shall be in accordance with the resolution of the shareholders’ meeting based on a vote of no less than two-thirds of the total number of votes of the shareholders attending the meeting. In addition, Article 22 of the Articles of Association of the Company provides that: “The directors shall be entitled to receive remuneration from the Company in the form of a financial reward, meeting allowance, gratuity, bonus, or other benefits in accordance with a resolution of the shareholders’ meeting by a vote of no less than two-thirds (2/3) of the number of shareholders attending at the meeting. The remuneration may be designated in fixed amount or as a specific criteria
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for any specific time of payment or for continuous application until any future amendment by a resolution of the shareholders’ meeting is made. Moreover, the directors are also entitled to the remunerations and welfares in accordance with the Company’s regulations. The provision under the first paragraph shall not prejudice the rights of the directors appointed from the staff-members or employees of the Company who are entitled to the remunerations and benefits as the staff-members or employees of the Company.” In this regard, the criteria of the remuneration of directors and the sub-committees for the year 2020 has been considered carefully and prudently by the Nomination and Remuneration Committee and the Board of Directors respectively, by comparing with the same industry, including deliberately considering information regarding the business expansion. Furthermore, experience, accountability and responsibility of each director have also been taken into account. Accordingly, in order to be in compliance with the Section 90 of the Public Limited Company Act B.E. 2535 (1992) (including any amendment thereto) and Article 22 of the Articles of Association of the Company, it is deemed appropriate to propose the shareholders’ meeting approve the remuneration of directors and the sub-committees for the year 2020 with the following details: 1) The monthly remuneration and meeting allowances for the year 2020, equivalent to the year 2019 Board of Directors Monthly Remuneration Meeting Allowances (THB/meeting/person) (THB/person) (only the directors attending the meeting) Board of Directors • Chairman 200,000 40,000 • Vice-chairman 150,000 35,000 • Directors 50,000 30,000 Sub-committees 1. Executive Committee • Chairman of the Executive Committee 100,000 40,000 • Member of the Executive Committee 50,000 30,000 2. Other Sub-Committees
(apart from the Executive Committee) • Chairman of the Sub-Committee - 35,000 • Members of the Sub-Committee - 30,000
2) The determination of the annual bonus At the rate 0.40% of the net profit under the separated financial statements for the year ended December 31, 2019, but not more than THB 10 million. In this regard, the Chairman of the Board and Vice-Chairman will receive bonus more than directors by 35% and 25% respectively. The Company’s net profit under the separated financial statements for the year ended December 31, 2019 was THB 2,029,545,893. The bonus for the Board of Directors amounting THB 8,118,183 is shown as follows; Details 2020 2019 Chairman of the Board 1,141,620 1,091,938 Vice Chairman 1,057,055 1,011,053 TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 27
Details 2020 2019 Director (per person) 845,644 808,843 Total 8,118,183 7,764,892 3) Other benefits The Executive Committee shall receive actual medical expenses at the total amount not exceeding THB 5 million per year, which is in accordance with the Company’s regulations, and the Board of Directors agreed with the consideration raised by the Nomination and Remuneration Committee. For 2019, the total actual directors’ remuneration was THB 25.27 million; the details are shown in the 2019 Annual Report in Attachment 2, Annual Report, in section “Governance and Sustainability Development”, heading “Management Structure”. Mrs. Prisana Praharnkhasuk asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders raised any questions or expressed any opinions; therefore, Mrs. Prisana Praharnkhasuk proposed to the Meeting to approve the remuneration of directors and the sub-committees for the year 2020 as proposed. In this regard, Mrs. Prisana Praharnkhasuk informed the Meeting that the resolution on this agenda item required the vote of no less than two-thirds (2/3) of the number of shareholders present at the Meeting. Resolution: The Meeting resolved to approve the remuneration of directors and the sub-committees for the year 2020 with the vote of no less than two-thirds (2/3) of the total vote of the shareholders attending the Meeting as follows: Resolution Vote % of total votes of the shareholders (1 share = 1 vote) attending the Meeting Approved 1,969,252,986 100.0000 Disapproved 0 0.0000 Abstained 0 0.0000 Void ballots 0 0.0000 Total 1,969,252,986 100.0000
Remark: In this agenda item, no additional shareholders attended the Meeting.
Agenda Item 7: To approve the appointment of the auditors and the determination of the audit fee for the year 2020 Mr. Jatuphat Tangkaravakoon assigned Mrs. Prisana Praharnkhasuk, Independent Director, Chairman of the Audit Committee, and Member of the Nomination and Remuneration Committee to inform the details to the Meeting in order to approve the appointment of the auditors and the determination of the audit fee for the year 2020. Mrs. Prisana Praharnkhasuk informed the Meeting that, Section 120 of the Public Limited Company Act B.E. 2535 (1992) (including any amendment thereto) provides that the annual general meeting shall appoint an auditor and determine the auditing fee of the company every year. In appointing the auditor, the former auditor may be re-appointed, that is in line with Article 36 (6) of the Company’s Articles of Association which provides that “the business which the ordinary shareholders shall call the meeting is as follows: (6) to consider the appointment of the auditors and determine the audit fee.”
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In selecting the auditors for the year 2020, there were 4 audit firms invited by the Company to present their auditing services for the Company and its subsidiaries. In this regard, the Audit Committee had taken into account the performance, experience, availability, acceptable work standard, independency, and audit fee proposed by the auditors. The Board of Directors has considered the Audit Committee’s proposal and opinions and deemed it appropriate to propose to the Meeting to approve the appointment of the auditors and the determination of the audit fee for the year 2020 for the Company and its subsidiaries with the following details; 1) Agreed to propose to the shareholders’ meeting to consider and approve the appointment of the following auditors as the Company’s external auditors and audit fees for the year 2020: Previous New EY Office Limited PricewaterhouseCoopers ABAS Company Limited for accounting period ended December 31, 2019 for accounting period ended December 31, 2020 Mr. Supachai Panyawattano Miss Nopanuch Apichatsatien Certified Public Accountant No. 3930 or Certified Public Accountant No. 5266 or Mr. Natthawut Santipet Mr. Paiboon Tunkoon Certified Public Accountant No. 5730 or Certified Public Accountant No. 4298 or Miss Krongkaew Limkittikul Miss Sanicha Akarakittilap Certified Public Accountant No. 5874 Certified Public Accountant No. 8470 In this regard, profiles of the nominated auditors to be elected as auditors for the year 2020 are as per the details in the Attachment 4 in the invitation letter. In this regard, the nominated auditors possess the qualifications in compliance with the Notifications of the Securities and Exchange Commission, and the audit fee is THB 4,245,000, increased from the previous year by THB 745,000 resulting from increasing the amount of working hours for the auditor in order to duly audit and provide opinions on the financial statements with due deliberation and in compliance with the standards as follows: 1. The changes in various accounting standards and financial reporting standards such as TFRS 15: Revenue from Contracts with Customers, TFRS 16: Leases, and accounting standards and financial reporting standards related to financial instruments recognition; 2. Seminars and trainings related to financial standards will be provided to the Company’s accounting staff; 3. It is the first year that this audit firm is selected as the Company’s auditor for its corporate group under the same network both in Thailand and overseas because the Company recognizes the importance of requiring the auditor of the subsidiaries to be the same auditor as the Company’s to enhance effectiveness and well-managed internal control. Thus, this audit fee remains the same for 3 years. In the event that the Company had to postpone the Annual General Meeting of Shareholders due to the COVID-19 outbreak, it was unable to hold the meeting to appoint auditors for the year 2020 within the period that they had to review its first quarter of 2020 financial statements. Therefore, the Company appointed (1) Miss Nopanuch Apichatsatien, Certified Public TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 29
Accountant No. 5266 or (2) Mr. Paiboon Tunkoon, Certified Public Accountant No. 4298 or Miss Sanicha Akarakittilap Certified Public Accountant No. 8470 from PricewaterhouseCoopers ABAS Company Limited as its auditors for the first quarter of 2020 financial statements to submit such financial statements to the Securities and Exchange Commission, and the Stock Exchange of Thailand, which was in accordance with the notification of the Capital Market Supervisory Board Tor. Chor. 28/2020 on March 27, 2020. In this regard, the Board of Directors deemed it appropriate to propose to the shareholder’s meeting to consider and approve of appointing the auditors and audit fee for the year 2020 accordingly. The comparison of the Company’s audit fees Unit: THB Company 2020 2019 Difference % (proposed year) TOA Paint (Thailand) Public Company Limited 4,245,000 3,500,000 745,000 21% Note: This audit fee excludes any actual expenses incurred during the service: non-audit fee such as traveling and accommodation expenses which will be charged to the Company in case there are any tasks arising other than the normal annual audit tasks. In this regard, the shareholders’ meeting is asked to authorize the Board of Directors to determine the extraordinary expenses on case by case basis. In 2019, non-audit was THB 227,022. In the case where such auditors cannot perform the duty, PricewaterhouseCoopers ABAS Company Limited shall arrange for another auditor of its audit firm to perform the duties of auditing and rendering opinions on the financial statements of the Company in the place of such auditors. In this regard, the abovementioned auditors have no relationships or interests with the Company, its subsidiaries, executives, or major shareholders, or related parties in anyway whatsoever, so the auditors shall be independent for reviewing and rendering their opinions to the Company’s financial statements. In addition, such auditors from PricewaterhouseCoopers ABAS Company Limited are to be appointed as the auditors of the Company and its subsidiaries for the year 2020. It is not in contrary to the Notifications of the Securities and Exchange Commission No. TorChor. 75/2561 Re: Rules, Conditions and Procedures for Disclosure of Information relating to Financial Status and Operating Result of Issuing Company (No. 14), which provides that the securities issuer which is a listed company on the Stock Exchange of Thailand shall ensure that there is a rotation of auditors in the case where the existing auditor has performed the duties of auditing or reviewing, and rendering opinions on the financial statements of the Company for seven fiscal years (regardless of consecutiveness). In this regard, the Company shall appoint the same auditor who is relieved from the duty under the rotation upon the expiration of at least five fiscal consecutive periods. It is because PricewaterhouseCoopers ABAS Company Limited is proposed as the new auditor for the year 2020.
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2) To deem it appropriate to propose to the shareholders’ meeting to acknowledge the determination of the following audit fees for the subsidiaries in Thailand and overseas for the year 2020: Company 2020 (Proposed Year) 2019 3. Subsidiaries of which PricewaterhouseCoopers ABAS Company Limited
(“PWC”) is the auditor (1 subsidiary in Thailand and 11 subsidiaries THB 4,283,480 - overseas) 4. Subsidiaries of which EY Office Limited (“EY”) was the auditor (3 subsidiaries in Thailand, 1 subsidiary overseas) - THB 2,055,525 5. Subsidiaries of which other auditing firms are auditors THB 31,000 THB 1,258,279 - Number of subsidiaries in Thailand 3 Companies 1 Company - Number of subsidiaries overseas 0 Company 9 Companies Total Audit Fee THB 4,314,480 THB 3,313,804 Note: The above audit fees may be changed due to the number of subsidiaries and exchange rate. In this regard, the Company recognizes the importance of requiring the auditor of the subsidiaries to be the same auditor with the auditor of the Company. In 2020, the Board of Directors has planned to change the auditors of the Company and its subsidiaries to be the auditing firm under the same network, except for its subsidiaries with small-sized assets and revenue or non-active subsidiaries. However, the Board of Directors supervises such audit firms to prepare financial statements within the schedule. Mrs. Prisana Praharnkhasuk asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders or proxies raised any questions or expressed any opinions; therefore, Mrs. Prisana Praharnkhasuk proposed to the Meeting to approve the appointment of the auditors and the determination of the audit fee for the year 2020. In this regard, Mrs. Prisana Praharnkhasuk informed the Meeting that the resolution on this agenda item required the majority vote of the shareholders attending the Meeting and casting their votes.
Resolution: The Meeting resolved to approve the appointment of the auditors from PricewaterhouseCoopers ABAS Company Limited as follows: 1) Miss Nopanuch Apichatsatien (Certified Public Accountant No. 5266) or 2) Mr. Paiboon Tunkoon (Certified Public Accountant No. 4298) or 3) Miss Sanicha Akarakittilap (Certified Public Accountant No. 8470) as the auditor of the Company for the year 2020 and to approve the audit fee for the year 2020 amounting THB 4,245,000, excluding any actual expense incurred during the service (non-audit fee), e.g., traveling and accommodation expenses, with the majority vote of the shareholders attending the Meeting and casting their votes as follows: Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Approved 1,961,468,736 99.6047 Disapproved 7,784,350 0.3952
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Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and casting their votes Abstained 0 not constituted as vote Void ballots 0 0.0000 Total 1,969,253,086 100.0000 Remark: In this agenda item, there were additional shareholders attending the Meeting totaling 100 shares. Moreover, the Meeting acknowledged the determination of the audit fee for the year 2020 of the subsidiaries in Thailand and overseas as proposed.
Agenda Item 8: To approve the amendment to the Articles of Association in the Articles No. 24 – 25 and Articles No. 31 – 35 Mr. Jatuphat Tangkaravakoon informed the Meeting that the Emergency Decree on Electronic Meetings B.E.2563 (2020) came into force on April 19, 2020, which made the Announcement of the National Council for Peace and Order No. 74/2557, Re: Electronic Meetings, dated June 27, 2014 be repealed for arrangement of the Board of Directors’ and shareholders’ meetings to be more agile and resilient as necessary and appropriate, the Board of Directors deemed it appropriate that the shareholders consider and approve the amendment to the Articles of Association of the Company in the Articles 24 – 25 and Articles 31 – 35 in order for the arrangement of the Board of Directors’ and shareholders’ meetings through electronic means in compliance with law, notification, or statement relating to the electronic meeting, including additional amendments, and for electronic means to bear the same effects as the meetings where directors are present at the same place in accordance with the means prescribed under the law and these Articles of Association. The details of the provisions that are not under proposed amendment maintain the same.
Existing Article Proposed Amendment to the Article 24. At a meeting of the Board of Directors, there must be not less than 24. At a meeting of the Board of Directors either situated in the same place one-half (1 /2 ) of the total number of directors present to constitute a or via electronic meeting, there must be not less than one-half (1/2) of the quorum. The Chairman of the Board of Directors shall act as the total number of directors present to constitute a quorum. The Chairman of Chairman of the Board of Directors meetings. If the Chairman of the the Board of Directors shall act as the Chairman of the Board of Directors Board of Directors is not present at a meeting or cannot perform his duty, meetings. If the Chairman of the Board of Directors is not present at a and if there is a Vice-Chairman of the Board of Directors, the Vice- meeting or cannot perform his duty, and if there is a Vice-Chairman of the Chairman of the Board of Directors present at the meeting shall preside Board of Directors, the Vice-Chairman of the Board of Directors present at as the chairman of the meeting. If there is no Vice-Chairman of the Board the meeting shall preside as the chairman of the meeting. If there is no of Directors or there is a Vice-Chairman of the Board of Directors who is Vice-Chairman of the Board of Directors or there is a Vice-Chairman of the not present or cannot perform his duty, the directors present at the Board of Directors who is not present or cannot perform his duty, the meeting shall elect one of themselves to be the chairman of the meeting. directors present at the meeting shall elect one of themselves to be the At each meeting of the Board of directors, the chairman of the meeting chairman of the meeting. may allow the directors to attend the meeting and perform any action with At each meeting of the Board of Directors, the chairman or the person respect to the meeting by means of teleconference, whereby the assigned by the chairman may conduct a meeting through electronic means. directors amounting to at least one-third (1/3 ) of the quorum shall be The electronic meeting is required to be held by applicable laws or regulations, present at the same place and all the directors present at the meeting and the Board of Directors’ meetings that are conducted through electronic shall be in Thailand at the time of the meeting. means bear the same effects as the Board of Directors’ meetings where The meeting conducted by means of teleconference under the second directors are present at the same place in accordance with the means TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 32
Existing Article Proposed Amendment to the Article paragraph shall contain information security measures by recording the prescribed under the law and these Articles of Association. audio, or both the video and audio, as the case may be, of every director Decisions of the meeting of the Board of Directors shall be made by a present at the meeting throughout the entire meeting, as well as retaining majority vote. Each director is entitled to one (1 ) vote, but a director who the computer traffic log created by such recording, and imposing a has a vested interest in any matter shall not be entitled to vote on such meeting control mechanism in accordance with the relevant laws. matter. In the case of a tie, the chairman of the meeting shall have a The attendance of directors by means of teleconference in accordance casting vote. with the aforementioned methods and procedures shall be deemed legitimate and counted as a constitution of a quorum. Furthermore, such meetings of the Board of Directors conducted by means of teleconference bear the same effects as any meeting conducted in accordance with the means prescribed under the law and these Articles of Association. Decisions of the meeting of the Board of Directors shall be made by a majority vote. Each director is entitled to one (1) vote, but a director who has a vested interest in any matter shall not be entitled to vote on such matter. In the case of a tie, the chairman of the meeting shall have a casting vote. 25. In summoning a meeting of the Board of Directors, the Chairman of 25. In summoning a meeting of the Board of Directors, the Chairman of the the Board or a person entrusted by him shall send notices thereof to the Board may determine that the meeting be organized at the same place or directors not less than seven (7 ) days prior to the date of the meeting. held through electronic means. If two (2) or more directors request a However, in case of necessity or urgency for the purpose of maintaining meeting of the Board of Directors as specified in this paragraph, the the rights and interests of the Company, the summoning of the meeting Chairman shall appoint a date for the meeting within fourteen (14) days may be made by other methods and the date of the meeting may be from the date of receipt of such request. fixed sooner. In the case where there is no Chairman of the Board or the Chairman is unable or refuses to perform his duty and if there exist directors to constitute a quorum, one among themselves can summon the meeting which shall be organized at the same place or held through electronic means. The Chairman of the Board or a person entrusted by him shall send notices thereof to the directors not less than seven (7) days prior to the date of the meeting. However, in case of necessity or urgency for the purpose of maintaining the rights and interests of the Company, the summoning of the meeting may be made by other methods and the date of the meeting may be fixed sooner. Thus, if such a meeting is held through electronic means, a notice and documents related to the meeting may be sent through electronic mail within the period specified in the previous paragraph. In this regard, a copy of the notice and related documents must be kept as evidence, which may be stored in the form of electronic data. 31. The Board of Directors shall hold an annual general meeting of 31. The Board of Directors shall hold an annual general meeting of
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Existing Article Proposed Amendment to the Article shareholders within the period of four (4) months after the end of the shareholders within the period of four (4 ) months after the end of the Company’s accounting period. Company’s accounting period. General meetings of shareholders other than that specified under the first General meetings of shareholders other than that specified under the first paragraph shall be called extraordinary general meetings. The Board of paragraph shall be called extraordinary general meetings. The Board of Directors may call extraordinary general meetings whenever they deem Directors may call extraordinary general meetings whenever they deem appropriate. appropriate. Shareholders holding shares in aggregate of no less than ten (10) Shareholders holding shares in aggregate of no less than ten (10) percent percent of the total number of issued shares may at any time subscribe of the total number of issued shares may at any time subscribe their names their names and clearly state the matters and purposes in a letter and clearly state the matters and purposes in a letter requesting the Board requesting the Board of Directors to call an extraordinary general of Directors to call an extraordinary general meeting. In this case, the meeting. In this case, the Board of Directors shall convene the Board of Directors shall convene the shareholders’ meeting within the shareholders’ meeting within the period of forty-five (45) days from the period of forty-five (45) days from the date of receipt of such letter from the date of receipt of such letter from the shareholders. shareholders. If the Board of Directors fails to convene the meeting within the period of If the Board of Directors fails to convene the meeting within the period of forty-five (45) days from the date of receipt of such letter from the forty-five (4 5 ) days from the date of receipt of such letter from the shareholders, the shareholders who have subscribed their names or shareholders, the shareholders who have subscribed their names or other other shareholders with the shareholdings in the required aggregate shareholders with the shareholdings in the required aggregate amount may amount may convene the meeting by themselves within the period of convene the meeting by themselves within the period of forty-five (45) days forty-five (45) days from the expiration of the forty-five-day (45-day) from the expiration of the forty-five-day (45-day) period. In this case, such period. In this case, such meeting shall be deemed to be convened by meeting shall be deemed to be convened by the Board of Directors, the Board of Directors, provided that the Board of Directors shall be provided that the Board of Directors shall be responsible for any necessary responsible for any necessary expenses incurred from the convening of expenses incurred from the convening of such meeting and for reasonable such meeting and for reasonable facilitation. facilitation. In the case where the number of shareholders present at the meeting In the case where the number of shareholders present at the meeting convened by the shareholders under the fourth paragraph is not convened by the shareholders under the fourth paragraph is not sufficient sufficient to constitute a quorum as required under Article 33, the to constitute a quorum as required under Article 33, the shareholders under shareholders under the fourth paragraph shall be jointly responsible for the fourth paragraph shall be jointly responsible for the expenses incurred the expenses incurred from the convening of such meeting in favor of the from the convening of such meeting in favor of the Company. Company. At the meeting as specified in the first and second paragraph may be conducted through electronic means. The electronic meeting is required to be held by applicable laws or regulations, or related laws or regulations shall apply mutatis mutandis. In addition, the meeting that is conducted through electronic means bears the same effect as the meeting where shareholders are present at the same place in accordance with the means prescribed under the law and these Articles of Association. 32. In calling a shareholders’ meeting, the Board of Directors shall 32. In calling a shareholders’ meeting, the Board of Directors shall prepare prepare a written notice calling the meeting that states the place, date, a written notice calling the meeting that states the place, date, time, time, agenda of the meeting and the matter to be proposed to the agenda of the meeting and the matter to be proposed to the meeting with meeting with reasonable detail by indicating whether it is the matter reasonable detail by indicating whether it is the matter proposed for proposed for acknowledgement, approval or consideration, including the acknowledgement, approval or consideration, including the Board of Board of Directors’ opinion in the said matters, and the said notice shall Directors’ opinion in the said matters, and the said notice shall be sent to TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 34
Existing Article Proposed Amendment to the Article be sent to the shareholders and the Registrar not less than seven (7 ) the shareholders and the Registrar not less than seven (7) days prior to the days prior to the meeting date. The notice calling for the meeting shall be meeting date. The notice calling for the meeting shall be published in a published in a newspaper at least for three (3) consecutive days and not newspaper at least for three (3) consecutive days and not less than three less than three (3) days prior to the meeting date. (3) days prior to the meeting date. If such a meeting is held through The venue to be used for the meeting can be located in the province electronic means, a notice and documents related to the meeting may be where the head office of the company is located or any other place as sent through electronic mail and the notice calling for the meeting to be the Board of Directors stipulates. published in a newspaper within the period specified in this paragraph. In this regard, a copy of the notice and related documents must be kept as evidence, which may be stored in the form of electronic data. The venue to be used for the meeting can be located in the province where the head office of the company is located or any other place as the Board of Directors stipulates. 33. At a shareholders’ meeting, there must be not less than twenty five 33. At a shareholders’ meeting, either being present in the same place or (2 5 ) shareholders and/or the shareholders’ proxies (if any) or not less via electronic meeting, there must be not less than twenty five (2 5 ) than half of the total number of shareholders holding altogether not less shareholders and/or the shareholders’ proxies (if any) or not less than half than one-third (1 /3 ) of the total issued shares attending the meeting to of the total number of shareholders holding altogether not less than one- constitute a quorum. third (1 /3 ) of the total issued shares attending the meeting to constitute a quorum, unless otherwise specified by law. In case it appears at any shareholders’ meeting that within one (1) hour after the time appointed for the meeting, the number of shareholders In case it appears at any shareholders’ meeting that within one (1 ) hour attending the meeting does not constitute the quorum as mentioned in after the time appointed for the meeting, the number of shareholders the first paragraph, the meeting, if summoned upon the requisition of attending the meeting does not constitute the quorum as mentioned in the shareholders, shall be cancelled. If the meeting is not summoned upon first paragraph, the meeting, if summoned upon the requisition of the requisition of shareholders, another meeting shall be summoned. The shareholders, shall be cancelled. If the meeting is not summoned upon the notice for summoning such meeting shall be sent to the shareholders not requisition of shareholders, another meeting shall be summoned. The less than seven (7 ) days prior to the date of the meeting and at such notice for summoning such meeting shall be sent to the shareholders not subsequent meeting no quorum shall be necessary. less than seven (7 ) days prior to the date of the meeting and at such subsequent meeting no quorum shall be necessary. 34. The Chairman shall preside over the shareholders’ meeting. In the 34. The Chairman, either being present in the same place or via electronic case where the Chairman is absent or unable to perform the duty, the meeting, shall preside over the shareholders’ meeting. In the case where Vice-Chairman shall act as the chairman of the meeting. If the Vice- the Chairman is absent or unable to perform the duty, the Vice-Chairman Chairman does not exist or exists but unable to perform the duty, the shall act as the chairman of the meeting. If the Vice-Chairman does not meeting shall appoint one of present shareholders to be the chairman of exist or exists but unable to perform the duty, the meeting shall appoint one the meeting. of present shareholders to be the chairman of the meeting. 35. For voting at a shareholders’ meeting, one (1) share is equal to one 35. For voting at a shareholders’ meeting, either being present in the same (1) vote. Any shareholder who has special interest in any matter does not place or via electronic meeting, one (1) share is equal to one (1) vote. Any have the right to vote in such matter, other than voting for election of shareholder who has special interest in any matter does not have the right directors and the resolution of the shareholders’ meeting shall be to vote in such matter, other than voting for election of directors and the supported by the following votes: resolution of the shareholders’ meeting shall be supported by the following votes:
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 35
In this regard, in order to register the amendment to the Articles of Association in a smooth and convenient manner; there might be some changes in wordings, or statements for the application for registration, or minutes of shareholders’ meeting in accordance with order, advice, or opinions of the Registrar, the Department of Business Development, Ministry of Commerce, or personnel of the related agencies, it is deemed expedient to propose the matter to the Annual General Meeting of Shareholders to grant power to the Chief Executive Officer or any other person delegated by the Chief Executive Officer to take any necessary actions to complete the registration process, and the authority to take corrections and/or additions in the amendment to the Articles of Association to the Department of Business Development, Ministry of Commerce, including powers of sub-authorization without requesting for approval from the Board of Directors’ Meeting or the Shareholders’ Meeting. Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No shareholders raised any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon proposed to the Meeting to approve the amendment to the Articles of Association in the Articles No. 24 – 25 and Articles No. 31 – 35 as proposed to be in compliance with law, notification, or statement relating to the electronic meeting, and also to grant power to the delegated person to conduct the registration process as necessary and appropriate. In this regard, Mr. Jatuphat Tangkaravakoon informed the Meeting that the resolution on this agenda item required the vote of no less than three-fourths of the total number of votes of the shareholders attending the Meeting and having the right to vote. Resolution: The Meeting resolved to approve the amendment to the Articles of Association in the Articles No. 24 – 25 and Articles No. 31 – 35 with the vote of no less than three-fourths of the total number of votes of the shareholders attending the Meeting and having the right to vote as follows: Resolution Vote % of total votes of shareholders attending (1 share = 1 vote) the Meeting and having the right to vote Approved 1,969,252,986 99.9999 Disapproved 0 0.0000 Abstained 100 0.0000 Void ballots 0 0.0000 Total 1,969,253,086 100.0000 Remark: In this agenda item, no additional shareholders attended the Meeting.
Agenda Item 9: To acknowledge the change in objectives of utilization of proceeds obtained from initial public offering (IPO) Mr. Jatuphat Tangkaravakoon informed the Meeting that the Company issued new shares for capital increase by initial public offering (IPO), which was completed on October 4, 2017, for 254,000,000 shares at the rate of THB 24 per share. The Company received the IPO proceeds, after deducting underwriting commission and expenses in connection with the offering, in the amount of THB 5,887.20 million with the purpose of use of proceeds and estimated duration as specified in the Company’s securities offering statement and prospectus (Form 69-1) as follows:
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Objective of spending Plan Amount Estimated Duration of the (THB Million) Proceeds Utilization 1. Use of net proceeds to expand business in Thailand and overseas, 2,000.0 – 2,100.0 within 2019 including developing and improving internal operational efficiencies 2. Use of net proceeds for operational working capital of the Company 3,287.6 - 3,887.2 within 2019 Total 5,387.6 - 5,887.2
The Company would like to report the remaining IPO proceeds totaling THB 2,441.40 million as at December 31, 2019 (after deducting underwriting commission and expenses in connection with the offering) as follows: (Unit: THB Million) Objective of spending Plan Amount used as at Remaining amount Dec. 31, 2019 amount 1. Use of net proceeds to expand business in Thailand and overseas, 2,030.00 1,867.03 162.97 including developing and improving internal operational efficiencies 2. Use of net proceeds for operational working capital of the Company 3,857.20 1,578.77 2,278.43 Total 5,887.20 3,445.80 2,441.40 However, the Company still needs the proceeds for business expansion including developing and improving internal operational efficiencies. Therefore, the Board of Directors deems it appropriate, agreeing with the consideration raised by the management team, to change such objectives of utilization of proceeds obtained from IPO pertaining to the remaining amount by aggregating the amount specified in no. 2 (operational working capital of the Company) with the amount specified in the objective no. 1 (business expansion in Thailand and overseas including developing and improving internal operational efficiencies). In this regard, the above-mentioned change is considered as the immaterial change in objectives of proceeds utilization by reallocation among those objectives specified in the securities offering statement no.2 (1) in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorJor. 63/2561 (2018) Re: Change in Objectives of Proceeds Utilization under the Securities Offering Statement and Draft Prospectus. The details are as follows: 1) Proceeds amount to be changed Objectives of Proceeds Utilization Remaining amount New amount Remaining amount as Estimated Duration of Remaining amount as at Estimated Duration at Dec 31, 2019 the Proceeds Dec 31, 2019 of the Proceeds (THB Million) Utilization (THB Million) Utilization 1. Use of net proceeds to expand business in Thailand and overseas, including developing and improving internal operational efficiencies 162.97 within 2019 2,441.40 within December 2024 2. Use of net proceeds for operational working capital of the Company 2,278.43 within 2019 Total 2,441.40 N/A 2,441.40 N/A 2) Rationale, necessity, and worthiness of shareholders considering the change in objectives of proceeds utilization: to increase the business expansion and competitive capabilities as a result of the business expansion together with
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development and improvement for internal operational efficiencies, which helps grow and strengthen the business group and also generate good return to all stakeholders. 3) Brief information concerning the change in proceeds amount: the Company still needs the proceeds for business expansion including developing and improving internal operational efficiencies: investment in new projects and developing assets or old systems for greater effectiveness such as: • Domestic and overseas business expansion: • Development and improvement for Enterprise Resource Planning (“ERP”): • Development and improvement for devices and database of the Company: • Development and improvement for electronic platform: • Development and improvement for machinery, equipment, and tools for manufacture and business operations: • Development and improvement for systems and appliance to boost sales efficiency. Therefore, it deems appropriate to change such objectives by using the operational working capital proceeds specified in no.2 totaling THB 2,278.43 million for business expansion in Thailand and overseas including developing and improving internal operational efficiencies specified in no 1. 4) Proceeds utilization plan after changing the objectives of proceeds utilization, adequacy of fund, and solutions in case the IPO proceeds could not meet expectation: after changing such objectives, the Company still has enough proceeds for domestic and overseas business expansion and also investment for developing and improving internal operational efficiencies. 5) Expected impacts on Company’s business, or any planning specified in the securities offering statement (if any) as a result of change in objectives of utilization of proceeds disclosed in the statement: None Mr. Jatuphat Tangkaravakoon asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. No additional shareholders or proxies raised any questions or opinions; therefore, Mr. Jatuphat Tangkaravakoon informed the Meeting that this agenda item was only for acknowledgement, no voting is required.
Agenda Item 10: Other matters (if any) Mr. Jatuphat Tangkaravakoon informed the Meeting that this agenda item is for the shareholders to raise questions and/or their opinions (if any) to the Board of Directors, and/or for the Board of Directors to clarify or answer the questions raised by the shareholders. There shall be no proposals of any other matters for the consideration and approval of the Meeting, nor shall there be any casting of votes under this agenda item, and he asked the Meeting whether or not there were any shareholders or proxies who wished to raise any questions or express any opinions. In this agenda item, shareholders submitted the following questions: Miss Supattra Sithichai: Shareholder Question: What is the status of paint and coating business in Indonesia? Which foreign-invested companies have generated good performance? TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 38
Answer: Mr. Jatuphat Tangkaravakoon: In this year, paint and coating businesses abroad have been more adversely affected by the Covid-19 outbreak than in Thailand due to increasing Covid-19 cases. However, the situation of the outbreak has improved in some countries; that is, Thailand, Laos, and Myanmar, whereas Vietnam is confronting a second pandemic wave. In addition to the 3 new plants completed in the previous year: Indonesia, Myanmar, and Cambodia, and unfortunately experiencing the Covid-19 outbreak, the Company had changed its plan from sending the responsible staff for delegating works with trainings to E-meetings instead. For such reason, the overseas businesses take time to recover, which is expected to get back to normal by the end of this year. Miss Jannate Matarweewinit: Shareholder Question: 1. The Company’s debt to equity is greatly low or equivalent to 0.63%. How is the Company planning the business expansion? 2. What is the percentage increase of customer feedback for the new business – cementitious tile adhesives that achieves? It is because there are other cementitious tile adhesive products in yellow packages mostly seen in stores. Answer: Mr. Jatuphat Tangkaravakoon: 1. The Company regularly keeps an eye on business expansion both in Thailand and overseas. The Company has expected that there are some interesting businesses to be invested after the COVID-19 crisis ends. Although the new businesses cannot generate a full potential right now, the Company strongly believes that they have way more successes in the future. 2. Cement market is quite big. For this year, the Company receives great feedback from retail sector. However, the Company cannot distribute its products thoroughly due to plenty of construction material stores in Thailand. Moreover, it focuses on delivery of products to the potential stores that can sell out in a short time to avoid inventory burden. The Company will be able to gain higher market share, provided that its expansion of production capacity completes. Mr. Prachak Tangkaravakoon: Regarding to the cementitious tile adhesive and construction chemical businesses, the Company utilizes world-class technology and innovation to produce high-quality products that can be assured together with well competitive pricing strategy. Such products are mostly distributed to project owners. Although the cement market is quite big, the extensive distribution network is the Company’s strength that surely drives the growth of cementitious tile adhesives and construction chemicals in years to come. When the Covid-19 crisis is over, paint and coating businesses abroad will be able to generate a TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 39
long-run growth. Then, shareholders can trust in its sustainable businesses spearheaded by Mr. Jatuphat Tangkaravakoon – CEO equipped with extensive managerial experiences. Miss Jannate Matarweewinit: Shareholder Question: More details are needed regarding to the selling expenses derived primarily from higher sales promotions and advertising. What does the Company expect from such sales promotions in Q1/2020? Answer: Mr. Jatuphat Tangkaravakoon: The Company always controls sales promotion and advertising expenses engaged in revenue. As such expenses were higher than the previous year, the Company aims to boost construction chemical recognition mostly focusing on online advertising platforms. For example, latest video advertising on YouTube (cat-themed advertising), which has generated approximately 1.2 million views on YouTube to date. The objectives of advertising are 1) bolstering up brand awareness, and 2) describing product highlights. Throwing back 10 years ago, the Company produced paint-related products such as acrylic filler for small cracks on walls. Creating more than just paint- related output, the Company creates cement-based construction products which achieved the performance target. No additional shareholders raised any questions or expressed any opinions; therefore, Mr. Jatuphat Tangkaravakoon expressed his appreciation to the shareholders for their participation in the Meeting and formally closed the Meeting. The Meeting adjourned at 11.00 hrs. After the start of the Meeting, there were additional shareholders registering for the Meeting. Consequently, the total amount of shareholders and proxies attending the Meeting were 633 persons holding 1,969,254,087 shares, which is equivalent to 97.0554 percent of the total number of shares sold by the Company.
Signed______Chairman of the Meeting Mr. Prachak Tangkaravakoon Chairman of the Board of Directors
Signed______Secretary of the Meeting Miss Srikanlaya Pensri Company Secretary
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Attachment No. 3
Profiles of the candidates nominated for election as directors in replacement of the directors who are due to retire by rotation
Name - Surname Mr. Prachak Tangkaravakoon Type of director proposed for election Non-Executive Director Present Position Chairman/ Member of the Executive Committee Age 76 years old Nationality Thai Education - Honorary Doctorate Degree of Science (Chemistry), Rajamangala University of Technology Krungthep - Mini MBA, Thammasat University - Bachelor’s degree, Bangkok Thonburi University Director Training - Director Accreditation Program (DAP) 21/2004, Thai Institute of Directors (IOD) Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017 (If the re-election proceeds, his total tenure will be 7 consecutive years.) Shareholding 91,300,000 shares or 4.50% of the paid-up capital (as of December 31, 2020) Position in other listed companies 1996 – Present Director, Sherwood Corporation (Thailand) Public Company Limited Position in other companies (non-listed 16 companies companies) Position in other businesses that may - None - cause conflict of interest or competition to the Company Working Experience 2016 - Present Chairman, Member of the Executive Committee, TOA Paint (Thailand) Public Company Limited Present Director, TOA Paint (Vietnam) Co., Ltd. 1977 – 2016 Chairman of Advisor, TOA Paint (Thailand) Public Company Limited Attendance of Meeting in 2020 Board of Directors’ Meeting 9/10 Executive Committee 12/12 Annual General Meeting of Shareholders 1/1 Illegal Record - None - Relationship with directors and - Spouse of Mrs. Laor Tangkaravakoon management - Father of: 1) Mr. Vonnarat Tangkaravakoon 2) Mr. Jatuphat Tangkaravakoon 3) Mr. Nattavuth Tangkaravakoon and 4) Mrs. Busatree Wanglee Skill & Expertise He possesses extensive knowledge and experiences in the paint and coating industry, related industries, as well as business management and strategic planning. Criteria for Nominating Directors The Board of Directors has considered the recommendation of the Nomination and Remuneration Committee and deemed appropriate that Mr. Prachak Tangkaravakoon is qualified according to applicable laws. Moreover, he is moral and ethical, as well as possessing the ability and experience that could promote the Board of Directors’ performance in the area of corporate governance.
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Name - Surname Mrs. Busatree Wanglee Type of director proposed for election Executive Director Present Position Director (Authorized Director)/ Member of the Executive Committee/ Executive Vice President - Office of Chief Executive Officer Age 42 years old Nationality Thai Education - Master’s degree in Business Administration, University of Virginia, USA - Bachelor’s degree in Accounting, Chulalongkorn University Director Training - Director Accreditation Program (DAP) 67/2007, Thai Institute of Directors (IOD) Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017 (If the re-election proceeds, her total tenure will be 7 consecutive years.) Shareholding 182,600,000 shares or 9.00% of the paid-up capital (as of December 31, 2020) Position in other listed companies - None - Position in other companies (non-listed 28 companies companies) Position in other businesses that may 2018 - Present Director, Gypmantech Company Limited cause conflict of interest or competition to (manufacture and distribution of gypsum boards) the Company Working Experience 2001 – Present Director/ Executive Director/ Executive Vice President - Office of Chief Executive Officer, TOA Paint (Thailand) Public Company Limited Present Director, Captain Coating Co., Ltd. Present Director, British Paints Co., Ltd. Present Director, Imagica Co., Ltd. Present Director, Mega Paint and Home Co., Ltd. (former name: Professional PC Service Co., Ltd.) Present Director, TOA Paint (Vietnam) Co., Ltd. Attendance of Meeting in 2020 Board of Directors’ Meeting 10/10 Executive Committee 12/12 Annual General Meeting of Shareholders 1/1 Illegal Record - None - Relationship with directors and - Daughter of Mr. Prachak Tangkaravakoon and Mrs. Laor Tangkaravakoon management - Sister of: 1) Mr. Vonnarat Tangkaravakoon 2) Mr. Jatuphat Tangkaravakoon and 3) Mr. Nattavuth Tangkaravakoon Skill & Expertise She possesses extensive knowledge and experiences in the paint and coating industry, related industries, business administration in both the country and overseas, and strategic planning, accounting, finance, and investment. Criteria for Nominating Directors The Board of Directors has considered the recommendation of the Nomination and Remuneration Committee and deemed appropriate that Mrs. Busatree Wanglee is qualified according to applicable laws. Moreover, she is moral and ethical, as well as possessing the ability and experience that could promote the Board of Directors’ performance in the area of corporate governance.
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Name - Surname Mrs. Prisana Praharnkhasuk Type of director proposed for election Independent Director Present Position Independent Director/ Chairman of the Audit Committee/ Member of Nomination and Remuneration Committee Age 66 years old Nationality Thai Education - Master’s degree in Business Administration, Tarleton State University, USA - Bachelor’s degree in Accounting, Faculty of Commerce and Accountancy, Chulalongkorn University - Bachelor’s degree in Business Administration (Accounting), Kirk University Director Training - Advance Audit Committee Program (AACP 25/2017), Thai Institute of Directors (IOD) - The Board’s Role in Mergers and Acquisitions (M&A 1/2011), Thai Institute of Directors (IOD) - Director Certification Program (DCP 119/2009), Thai Institute of Directors (IOD) - Financial and Fiscal Management Program for Senior Executive, Class 1, 2014, Personnel Management and Development, the Comptroller General's Department - PTT Executive Leadership Development GE Crotonville, USA - Capital Market Academy, Class 14, Capital Market Academy - Certificate of NIDA-Wharton Executive Leadership Program, Wharton University of Pennsylvania, USA - Certificate of Completion CFO Certification Program (Class 2), Federation of Accounting Professions under the Royal Patronage of His Majesty the King - Sasin Senior Executive Program (SEP13), Sasin Graduate Institute of Business Administration of Chulalongkorn University - Certificate of Insurance College of Insurance, London, UK Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017 (If the re-election proceeds, her total tenure will be 6 consecutive years.) Shareholding - None - Position in other listed companies 2016 – Present Independent Director, Bangchak Corporation Public Company Limited 2017 – Present Independent Director, and Chairman of Audit Committee, Siamese Asset Public Company Limited 2019- Present Director, OKEA ASA Position in other companies (non-listed - None - companies) Position in other businesses that may - None - cause conflict of interest or competition to the Company Working Experience 2016 – Present Independent Director/ Chairman of Audit Committee/ Member of Nomination and Remuneration Committee, TOA Paint (Thailand) Public Company Limited 2016 – 2020 Director, and Chairman of Audit Committee, Thai Credit Guarantee Corporation 2018 – 2020 Director, and Chairman of Audit Committee, Industrial Estate Authority of Thailand 2009 – 2020 Advisor to the Chairman, and Member of Investment Committee, Dhipaya Insurance Public Company Limited 2014 – 2015 Deputy Managing Director of Finance and Accounting, Thai Oil Public Company Limited 2006 – 2013 Assistant Managing Director Corporate Accounts, PTT Public Company Limited
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Attendance of Meeting in 2020 Board of Directors’ Meeting 10/10 Audit Committee 12/12 Nomination and Remuneration Committee 5/5 Annual General Meeting of Shareholders 1/1 Illegal Record - None – Relationship with directors and - None - management Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being a director who takes part in managing day-to-day operation, an employee, or an - None - advisor who receives a regular salary or fee 2. Being a professional service provider (i.e., auditor, legal consultant) - None - 3. Having the significant business relations that may affect the ability to perform - None - independently Skill & Expertise She possesses extensive knowledge and experiences in accounting, finance, investment, business management, strategic planning, internal control, corporate governance, and sustainable development. Criteria for Nominating Directors The Board of Directors has considered the recommendation of the Nomination and Remuneration Committee and deemed appropriate that Mrs. Prisana Praharnkhasuk is qualified as an independent director according to applicable laws, and also expresses independent opinions as required by the related regulations. Her qualifications could promote the Board of Directors’ performance in the area of corporate governance. Moreover, she is moral and ethical; therefore, it is deemed appropriate to propose to the shareholders to re-elect Mrs. Prisana Praharnkhasuk as the independent director of the Company.
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Definition of the Independent Director of TOA Paint (Thailand) Public Company Limited
TOA Paint (Thailand) Public Company Limited has defined the definition of an Independent Director with the qualifications pursuant to the Notification of the Capital Market Supervisory Board, The Stock Exchange of Thailand and other relevant announcements as detailed as follows: 1. Holding no more than one percent of the total voting shares of the Company, its parent company, subsidiary, associated company or juristic person which may have a conflict of interest including the shareholding of the related persons of such Independent Director. 2. Not being or being a Director who is involved in the management, an employee, a consultant who receives regular salary or the controlling authority of the Company, subsidiaries, associated companies, sister companies, major shareholders or the controlling person of the Company, except for those who have not been in the aforesaid positions for a period of no less than two years. Such prohibited characteristics do not include the case where an Independent Director has been a government official or a consultant of the government agency which is a major shareholder or the controlling person of the Company. 3. Not being a person with blood relations or by legal registration in the manner of a parent, spouse, sibling and child, including the spouse of a child of the Executive, a major shareholder, a controlling person or the person who will be proposed to be the Executive or controlling person of the Company or its subsidiaries. 4. Not having or ever having business relationship with the Company, its parent company, subsidiaries, affiliated companies, major shareholders or the controlling person of the Company in a manner that may obstruct the use of independent judgment. Not being or being a significant shareholder or the controlling person of a person who has business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholders or the controlling person of the Company, except for those who have not possessed the above characteristics for a period of no less than two years before the appointment. The aforementioned business relationships include the regular commercial transactions for business purposes, rent or lease of real estate, asset or service transaction or providing or receiving financial assistance by accepting or lending, pledged collateral including other similar circumstances resulting in the applicant or the contractor has liability to pay to the other party for three percent of the net tangible assets of the applicant or more than twenty million baht, whichever is lower. The calculation of such indebtedness shall be in accordance with the method of calculating the value of connected transactions in accordance with the Notification of the Capital Market Supervisory Board regarding the criteria for entering into connected transactions mutatis mutandis. However, such debt Include debt incurred during the year prior to the date of business relationship with the same person. 5. Not being or being the auditor of the Company, its parent company, subsidiary companies, associated companies, major shareholder or the controlling person of the Company and not being a significant shareholder, a controlling person or partner of the audit firm where the auditors of the Company, its parent company, subsidiaries, associates, major shareholders or the controlling person of the Company are working, unless he/she has ceased to have such characteristics for not less than two years before being appointed. 6. Not being or being a professional service provider who receives the service fee in the amount of more than Baht 2 million per year from the Company, its parent company, subsidiaries, associated companies, major shareholders or
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the controlling person of the Company and not being a significant shareholder, controlling person or partner of that professional service provider, except he/she has ceased to have such characteristics for not less than two years before the appointment. 7. Not being a Director appointed to represent the Company's Directors, major shareholders or shareholders who are related to major shareholders. 8. Not having the same business and competition with the Company or subsidiaries or a partnership, Director, employee and advisor who receives a regular salary or holds more than one percent of the total voting shares of other companies that operate the same business and are the significant competitors to the Company or its subsidiaries. 9. There are no characteristics that make it impossible to express an independent opinion about the Company's operations.
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Attachment No. 4
Profiles of the Proposed Auditors for the Year 2020
Name - Surname Ms. Nopanuch Apichatsatien Certified Public Accountant No. 5266 Present Position Assurance Partner PricewaterhouseCoopers ABAS Ltd. Age 48 years old Education • Master’s degree - MBA, Thammasat University • Certificate of Auditing, Thammasat University • Bachelor of Accounting, Thammasat University Professional Experience 27 years Ms. Nopanuch is Certified Public Accountant in Thailand, and an approved auditor of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand. Her audit experiences are in the businesses of: • Consumer Product • Property • Manufacturing and Distributing of Industrial Product • Technology • Service and Transportation Relationships or interests with -None- the Company, its subsidiaries, executives, or major shareholders, or their related parties Shareholding -None- Experience in auditing the She audited the Company’s financial statements in 2020 Company's financial statements
Name - Surname Mr. Paiboon Tunkoon Certified Public Accountant No. 4298 Present Position Assurance Partner PricewaterhouseCoopers ABAS Ltd. Age 52 years old Education Master of Business Administration, Chulalongkorn University
Professional Experience 30 years Mr. Paiboon is Certified Public Accountant in Thailand, and an approved auditor of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand, and Certified Public Accountant in Lao PDR and Cambodia. Types of audited business: • Manufacturing and Trading • Property • Transportation, Distribution and Warehouse • Insurance and Non-life Insurance • Services & Hospitality • Mine Relationships or interests with -None- the Company, its subsidiaries, TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 47
executives, or major shareholders, or their related parties Shareholding -None- Experience in auditing the -None- Company's financial statements
Name - Surname Sanicha Akarakittilap Certified Public Accountant No. 8470 Present Position Partner PricewaterhouseCoopers ABAS Ltd. Age 39 years old Education Bachelor’s degree (First Class Honour), Kasetsart University
Professional Experience 18 years Ms. Sanicha is Certified Public Accountant in Thailand. She is accredited IFRS expertise of PwC network. Her audit experiences are in the businesses of: • Consumer goods • Automotive • Services & hospitality • Industrial & manufacturing • Property Relationships or interests with -None- the Company, its subsidiaries, executives, or major shareholders, or their related parties Shareholding -None- Experience in auditing the -None- Company's financial statements
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Supporting Documents for the 2021
Annual General Meeting of
Shareholders
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 49
Attachment No. 5 Procedures on Appointment of Proxy, Registration, Submission of Documents for the Meeting, and Voting At the 2021 Annual General Meeting of Shareholders, April 23, 2021 TOA PAINT (THAILAND) PUBLIC COMPANY LIMITED Proxy Granting The Company has sent the Proxy Form A, Form B and Form C as prescribed by the Ministry of Commerce to shareholders who cannot attend the meeting on their own. The shareholders can consider appointing the other as a proxy or appoint one of the three Independent Directors proposed by the Company in the Proxy Form as named as follows: 1. Mrs. Prisana Praharnkhasuk Position Independent Director/ Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee 2. Mrs. Chanatip Weerasubpong Position Independent Director/ Member of the Audit Committee 3. Mr. Veerasak Kositpaisal Position Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee The detailed information of the Directors is provided for consideration on giving proxy to the Independent Directors proposed by the Company in the Proxy Form. A shareholder, please mark ✓ in the box of the Proxy Form attached to (3) 1. or 2. or 3. only one name and sign the proxy Please send your proxy to "Company Secretary and Investor Relations" before the meeting date by using the enclosed business reply mail envelope sealed without postage as appeared in Attachment 12 Registration for the AGM The Company will check the completeness of the Proxy Form and registration is open at 8.00 a.m. onwards at Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok, following the meeting process. Attendees are required to present the following documents before attending the meeting. (as the case may be) 1. Individual Shareholders 1.1 In the case that shareholders attending the meeting on their own, they must display the document issued by the government agency, which shows the photo of the shareholders and has not expired, such as ID card, driver's license, government certificate, State Enterprise Employee Card or passport. In case of any changes of name and/or surname, evidence of such changes, certified as true and correct copy, shall be presented. 1.2 In case a shareholder appoints a proxy to attend the meeting 1.2.1 Proxy form attached to the invitation letter must be correctly completed and signed by a shareholder and proxy holder. 1.2.2 Copies of the document, issued by the government agency with details as mentioned above in 1.1 of a shareholder and proxy, are duly certified. 1.2.3 The document issued by the government agency with details as mentioned above in 1.1 of a proxy 2. Shareholders who are juristic persons 2.1 In case of authorized representative of shareholders attends the meeting.
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2.1.1 Document issued by the government agency with details as mentioned in 1.1 of an authorized representative of juristic person 2.1.2 A copy of the Certificate of Incorporation of the shareholder, which is duly endorsed by an authorized person of the juristic person and stamped with the company seal (if any), indicates that an authorized representative of the juristic person who signs the proxy form is authorized to act on behalf of the juristic person who is the shareholder. This document must be valid for no more than 6 months before the meeting date. 2.2 In the case a shareholder appoints a proxy to attend the meeting. 2.2.1 A Proxy Form attached to the invitation letter must be correctly completed and signed by a shareholder and a proxy. 2.2.2 A copy of the Certificate of Incorporation of the shareholder, which is duly endorsed by an authorized person of the juristic person and stamped with the company seal (if any), indicates that an authorized representative of the juristic person who signs the proxy form is authorized to act on behalf of the juristic person who is the shareholder. This document must be valid for no more than 6 months before the meeting date. 2.2.3 The Document issued by the government agency with details as mention in 1.1 of the proxy. 3. Non-Thai nationals or juristic persons established under foreign laws shall use the documents specified in Clause 1 or 2., as the case may be, under the following conditions: 3.1 Certificate of juristic person or document of Incorporation of shareholders. It may be a document, issued by a governmental agency of the country where such a juristic person is located or by a staff of such juristic person with details about the name of the juristic person, the authorized signature of juristic person and conditions and limitation of authority and location of head office, and certified by the authorized person of juristic person and stamped with the company seal (if any). This document must be valid for no more than 6 months before the meeting date. 3.2 Documents that are not available in English must be accompanied by English translation. The representative of the juristic person shall also certify the translation. Voting ● The One share, One vote applies. The resolutions of the shareholders' meeting shall comprise the following votes: (1) In the normal case, the majority vote of the shareholders attending the meeting and having the right to vote shall be considered. If there are equal votes, the Chairman of the meeting shall have a casting vote. (2) In other cases where the law and the Company's Articles of Association Article 35 are different from the normal case, the votes of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote shall be considered, such as the sale or acquisition of business, amendment of Memorandum of Association or Articles of Association, increase or decrease in capital, issuance of debenture, merger of the business with other companies and etc. (3) Shareholders who come by themselves and the proxies according to Proxy Form A and Form B cannot separate the votes on each agenda. (4) Proxies from foreign investors who appoint custodians in Thailand to be their custodians, the votes can be divided into each agenda item. (Using Proxy Form C.) ● Election of Directors of the Company must be done by the shareholders’ meeting according to the following rules and procedures. (1) In voting, One shareholder has one (1) share to one (1) vote.
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(2) Each shareholder will use all the votes in (1) to elect one or several persons to be Directors. In the case of election of several persons as Directors, no one can split the votes for any one. (3) The candidates who receive the highest number of votes in descending order shall be elected as Directors, equal to the number of Directors to be elected or at that time. In the case where a person who has been elected in the next order has the same number of votes in excess of the number of Directors to be elected or elected at that time, the Chairman of the meeting shall have the casting vote. The aforementioned method of electing the directors of the Company is not the method of election of Directors in accordance with Section 70, paragraph one of the Public Limited Companies Act BE 2535 (Cumulative Voting) as the Company has determined to use the different method. ● The decision of the shareholders' meeting shall be made by voting and no matter how the voting is done, one share always counts for one vote. In the case of equal votes, the Chairman of the meeting shall have the casting vote. ● Any shareholder who has a special vested interest in the matter to vote, the shareholder has no right to vote on such matter, except for the election of Directors, the vote can be cast without any prohibition. The Vote Counting and the Result Notification (1) The Chairman of the meeting explains the vote counting method to the meeting prior to the commencement of the meeting agenda. Each agenda item will be counted by the staff of the company from the votes in the proxy form when registering to attend the shareholders' meeting and / or from the votes in the ballot papers sent from the shareholders at the shareholders' meeting. (2) The Chairman of the meeting will propose the shareholders to vote on each agenda item by inquiring at each agenda whether there is any shareholder who disagrees or abstains. • In case there are shareholders or proxies disagreeing or abstaining, the shareholders shall mark the voting cards issued by staff when you register for the meeting and raise your hand for identification. The Chairman of the meeting will have the staff to collect the ballots. The Company will deduct the disapproved and abstained votes from the entire number of votes. The remainder of the votes will consequently be counted. The Company will also provide witnesses who are represented by law firms and shareholders to supervise and monitor the vote counting in a right and transparent manner. Shareholders or proxies who do not send ballots will be considered they resolve to approve those agendas as proposed. The following cases are considered voided ballot. 1) Voting cards marked with more than one box. 2) Voting cards with strikes and no signature or no clear intention. 3) Voting cards that vote in excess of the existing votes • In case there are no shareholders or proxies raising their hands, showing disapproval or abstention, the Meeting unanimously resolves to approve such agendas as proposed, unless the shareholder has indicated disapproval or abstention in the Proxy Form. The Company therefore records such votes in each agenda. (3) The Chairman of the meeting will announce the result of the voting on each agenda item after each agenda item has been counted. The number of approved, disapproved and abstained votes will be separated and calculated in percentage. In case any shareholder will leave before closing the meeting, please inform the staff at the registration point in front of the meeting room so that the staff can deduct your votes from the system.
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Attachment No. 6
Profiles of the Independent Directors Proposed to Act as Proxies for Shareholders
Name - Surname Mrs. Prisana Praharnkhasuk Age 66 years old Address 2/40, Saen Wee Soi, Muang Thong Nives 1 Village, Chaengwattana Road, Thung Song Hong Sub-district, Laksi District, Bangkok, 10210 Present Position Independent Director/ Chairman of Audit Committee/ Member of the Nomination and Remuneration Committee Education - Master’s degree in Business Administration, Tarleton State University, USA - Bachelor’s degree in Accounting, Chulalongkorn University - Bachelor’s degree in Business Administration, Kirk University Director Training - Advanced Audit Committee Program (AACP 25/2017), Thai Institute of Directors (IOD) - The Board's Role in Mergers and Acquisitions (M&A 1/2011), Thai Institute of Directors (IOD) - Director Certification Program (DCP 119/2009), Thai Institute of Directors (IOD) - Financial and Fiscal Management Program for Senior Executive, Class 1/2014 Public Fiscal and Accounting Personnel Development Institute, the Comptroller General's Department - PTT Executive Leadership Development GE Crotonville, USA - Capital Market Academy, Class 14, Capital Market Academy - Certificate of NIDA-Wharton Executive Leadership Program, Wharton University of Pennsylvania, USA - Certificate of Completion CFO Certification Program, Federation of Accounting Professions under the Royal Patronage of His Majesty the King - Sasin Senior Executive Program (SEP13), Sasin Graduate Institute of Business Administration of Chulalongkorn University - Certificate of Insurance College of Insurance, London Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017. Shareholding - None - Position in other listed companies 2016 – Present Independent Director, Bangchak Corporation Public Limited Company 2017 – Present Independent Director, and Chairman of Audit Committee, Siamese Asset Public Company Limited 2019- Present Director, OKEA ASA Position in other companies (non-listed - None - companies) Position in other businesses that may - None - cause conflict of interest or competition to the Company Working Experience 2016 - Present Independent Director/ Chairman of Audit Committee/ Member of the Nomination and Remuneration Committee, TOA Paint (Thailand) Public Company Limited 2016 – 2020 Director, and Chairman of Audit Committee, Thai Credit Guarantee Corporation 2018 – 2020 Director, and Chairman of Audit Committee, Industrial Estate Authority of Thailand
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2009 – 2020 Advisor to the Chairman, and Member of Investment Committee, Dhipaya Insurance Public Company Limited 2014 - 2015 Deputy Managing Director of Finance and Accounting, Thai Oil Public Limited Company 2006 - 2013 Assistant Managing Director - Corporate Accounts, PTT Public Limited Company Attendance of Meeting in 2020 Board of Directors 10/10 Audit Committee 12/12 Nomination and Remuneration Committee 5/5 Annual General Meeting of Shareholders 1/1 Illegal Record - None - Relationship with directors and management - None - Special interests in meeting agenda other than other Agenda Item 5: To approve the election of the directors in place of those who are due to directors for this meeting retire by rotation Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have Conflicts, at present or in the past 2 years 1. Being a director who takes part in managing day-to-day operation, an employee, or - None - an advisor who receives a regular salary or fee 2. Being a professional service provider (i.e., auditor, legal consultant) - None - 3. Having the significant business relations that may affect the ability to perform - None - independently
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Name - Surname Mrs. Chanatip Weerasubpong Age 65 years old Address 98, Laddarom Pinklao, Kanjanapisek Road, Bank Ku Vieng Sub-district, Bangkok District, Nonthaburi, 11130 Present Position Independent Director/ Member of the Audit Committee Education - Master’s degree in Political Science, Thammasat University - Master’s degree in Accounting, Thammasat University - Bachelor’s degree in Law, Ramkhamheang University - Bachelor’s degree in Accounting, Thammasat University Director Training - The Joint State-Private Course (Class 20), Thailand National Defence College - Risk Management Program for Corporate Leaders (RCL 13/2018), Thai Institute of Directors Association - Board Nomination and Compensation Program (BNCP 5/2018), Thai Institute of Directors Association - Anti-Corruption for Executive Program (ACEP 14/2015), Thai Institute of Directors Association - Corporate Governance for Capital Market Intermediaries (CGI 6/2015), Thai Institute of Directors Association - Advanced Audit Committee Program (AACP 14/2014), Thai Institute of Directors Association - Director Certification Program (DCP 176/2013), Thai Institute of Directors Association - Top Executives in the Energy Education Program (Class 6), Thailand Energy Academy - Executive Program (Class 19), Capital Market Academy (CMA) - Executive Program, Advanced Justice Process (Class 18), Judicial Training Institute - Governance for Directors and Executives of Enterprises and Public Organizations, Class 12, Public Directors Institute - Executive Finance Management Program, Fiscal Policy Research Institute Foundation - HR Management Program, University of California, Berkeley, USA - Strategic Advisor Program, Kellogg School of Management, USA Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017. Shareholding - None - Position in other listed companies 2018 – Present Independent Director, Member of Audit Committee, and Chairman of Nomination and Remuneration Committee, North East Rubber Public Company Limited Position in other companies (non-listed - None - companies) Position in other businesses that may - None - cause conflict of interest or competition to the Company Working Experience 2016 - Present Independent Director/ Member of the Audit Committee, TOA Paint (Thailand) Public Company Limited 2016 - 2019 Independent Director/ Member of the Audit Committee, AJ Advance Technology Public Company Limited 2014 - 2015 Principal Advisor of Tax-based Management (Advisory Level C.10), Revenue Department 2012 - 2014 Deputy Director - General, Revenue Department 2008 - 2011 Deputy Director Tax Administration, Revenue Department
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2004 - 2008 Deputy Director of the Bureau of Large Business Tax Administration, Revenue Department Attendance of Meeting in 2020 Board of Directors 10/10 Audit Committee 12/12 Annual General Meeting of Shareholders 1/1 Illegal Record - None - Relationship with directors and management - None - Special interests in meeting agenda other than other directors - None - for this meeting Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have Conflicts, at present or in the past 2 years 1. Being a director who takes part in managing day-to-day operation, an employee, or - None - an advisor who receives a regular salary or fee 2. Being a professional service provider (i.e., auditor, legal consultant) - None - 3. Having the significant business relations that may affect the ability to perform - None - independently
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Name - Surname Mr. Veerasak Kositpaisal Age 66 years old Address 19/279, BangnaTrad 23 Soi, Bangna, Bangna, Bangkok Present Position Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Education - Master’s degree in Mechanical Engineering, Texas A&I University, USA - Bachelor’s degree in Mechanical Engineering, Chulalongkorn University Director Training - Director Certification Program (DCP 82/2006), Thai Institute of Directors Association - Finance for Non-Finance Directors Program (FND 30/2006), Thai Institute of Directors Association - Top Executive Program in Commerce and Trade (TEPCoT 2/2009), Commerce Academy, University of the Thai Chamber of Commerce - Executive Program, Energy Education, Class 5, Thailand Energy Academy - Leadership Development Program “Enhancing Competitiveness”, International Institute for Management Development (IMD) - Executive Program (Class 11), Capital Market Academy (CMA) Tenure 4 years since the Company has been converted to the public limited company on March 24, 2017 Shareholding - None - Position in other listed companies 2018 - Present Independent Director and Chairman of Board of Directors, Eastern Water Resources Development and Management Public Company Limited Position in other companies (non-listed 4 companies companies) Position in other businesses that may - None - cause conflict of interest or competition to the Company Working Experience 2016 - Present Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee, TOA Paint (Thailand) Public Company Limited 2015 – 2019 Independent Director/ Chairman of Corporate Governance Committee/ Member of
Risk Management Committee, MCOT Public Company Limited
2018 - 2019 Director, Tobacco Authority of Thailand 2014 - 2018 Chairman of the Board, HMC Polymers Co., Ltd. 2010 - 2018 Chief Executive Officer, Institute of Industrial Energy, Federation of Thai Industries 2012 - 2014 Chief Executive Officer, Thai Oil Public Limited Company 2011 - 2012 Chief Executive Officer, PTT Global Chemical Public Company Limited Attendance of Meeting in 2020 Board of Directors 10/10 Audit Committee 12/12 Nomination and Remuneration Committee 5/5 Annual General Meeting of Shareholders 1/1 Illegal Record - None - Relationship with directors - None - and management Special interests in meeting agenda - None - other than other directors for this meeting
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Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have Conflicts, at present or in the past 2 years 1. Being a director who takes part in managing day-to-day operation, an employee, or - None - an advisor who receives a regular salary or fee 2. Being a professional service provider (i.e., auditor, legal consultant) - None - 3. Having the significant business relations that may affect the ability to perform - None - independently
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Attachment No. 7 Procedures for Attending the 2021 Annual General Meeting of Shareholders
Shareholders of TOA Paint (Thailand) Public Company Limited
The Company applies Shareholder Proxy Grantee Barcode System for Meeting Registration
Registration Desk by proxy Registering Desk by proxy
(commence at 08.00 hrs.) (Commence at 08.00 hrs.)
⚫ Producing ID card ⚫ Producing ID card ⚫ Proxy Form ⚫ Registration Form ⚫ Registration Form (with Barcode) (with Barcode) ⚫ Certified copy of the proxy’s and grant’s ID
Cards
Signing in Registration Form
Getting ballot cards
Attend to the meeting room
The Company arranges for its legal The Chairman opens the meeting at 9.30 hrs. advisor to oversee the shareholders a.m. meetings and examine votes The Chairman proposes the Agenda in order counting in a transparent and legal manner under Articles of the If any shareholder wishes to vote against or abstain to vote for any agenda, Company please raise your hand and give the number of shareholdings in the ballot.
Company’s officers collect the ballot only for the shareholder who votes against or abstain to vote/conclude the result
The Chairman declares the result of voting
Remark: 1. The Company will strictly conduct a health screening for all meeting attendees. 2. Please return the ballot of every agenda items to the Company’s officers at the end of meeting.
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Attachment No. 8
The Company’s Articles of Association Regarding the Shareholders’ Meeting
Board of Directors Article 15. The Company shall have a Board of Directors to operate the business of the Company. At least five (5) Directors must be appointed and at least half (1/2) of all Directors must reside in Thailand. Directors may or may not be the shareholders of the Company. Article 16. The meeting of shareholders shall elect the Directors in accordance with the following rules and the methods. (1) One shareholder has one (1) share per one (1) vote (2) Each shareholder will use all the votes in (1) to elect one or several persons to be Directors. In the case of election of several persons as Directors, no one can split the votes for any one. (3) The candidates who receive the highest number of votes in descending order shall be elected as Directors, equal to the number of Directors to be elected or at that time. In the case where a person who has been elected in the next order has the same number of votes in excess of the number of Directors to be elected or elected at that time, the Chairman of the meeting shall have the casting vote. Article 17. At the Annual General Meeting of Shareholders in every year, one-third (1/3) of the number of Directors at that time shall be retired. If the number of Directors cannot be divided into three parts, the nearest number to one third (1/3) shall be taken out. The retired Directors may be re-elected. The Directors who will be retired in the first and second years after the registration of the company shall draw lots. In the subsequent years, the Directors who hold the office for the longest shall retire. Article 20. The shareholders' meeting may elect a Director to retire before the expiration of his term by the votes of not less than three quarters (3/4) of the total number of shareholders attending the meeting and having the right to vote. The number of shares held by the shareholders attending the meeting and having the right to vote at such meeting shall also not be less than half (1/2). The Annual General Meeting of Shareholders Article 31. The Board of Directors shall hold an annual general meeting of shareholders within the period of four (4) months after the end of the Company’s accounting period. General meetings of shareholders other than that specified under the first paragraph shall be called extraordinary general meetings. The Board of Directors may call extraordinary general meetings whenever they deem appropriate. Shareholders holding shares in aggregate of no less than ten (10) percent of the total number of issued shares may at any time subscribe their names and clearly state the matters and purposes in a letter requesting the Board of Directors to call an
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extraordinary general meeting. In this case, the Board of Directors shall convene the shareholders meeting within the period of forty-five (45) days from the date of receipt of such letter from the shareholders. If the Board of Directors fails to convene the meeting within the period of forty-five (45) days from the date of receipt of such letter from the shareholders, the shareholders who have subscribed their names or other shareholders with the shareholdings in the required aggregate amount may convene the meeting by themselves within the period of forty-five (45) days from the expiration of the forty-five-day (45-day) period. In this case, such meeting shall be deemed to be convened by the Board of Directors, provided that the Board of Directors shall be responsible for any necessary expenses incurred from the convening of such meeting and for reasonable facilitation. In the case where the number of shareholders present at the meeting convened by the shareholders under the fourth paragraph is not sufficient to constitute a quorum as required under Article 33, the shareholders under the fourth paragraph shall be jointly responsible for the expenses incurred from the convening of such meeting in favour of the Company. At the meeting as specified in the first and second paragraph may be conducted through electronic means. The electronic meeting is required to be held by applicable laws or regulations, or related laws or regulations shall apply mutatis mutandis. In addition, the meeting that is conducted through electronic means bears the same effect as the meeting where shareholders are present at the same place in accordance with the means prescribed under the law and these Articles of Association. Article 32. In calling a shareholders’ meeting, the Board of Directors shall prepare a written notice calling the meeting that states the place, date, time, agenda of the meeting and the matter to be proposed to the meeting with reasonable detail by indicating whether it is the matter proposed for acknowledgement, approval or consideration, including the Board of Directors’ opinion in the said matters, and the said notice shall be sent to the shareholders and the Registrar not less than seven (7) days prior to the meeting date. The notice calling for the meeting shall be published in a newspaper at least for three (3) consecutive days and not less than three (3) days prior to the meeting date. If such a meeting is held through electronic means, a notice and documents related to the meeting may be sent through electronic mail and the notice calling for the meeting to be published in a newspaper within the period specified in this paragraph. In this regard, a copy of the notice and related documents must be kept as evidence, which may be stored in the form of electronic data. The venue to be used for the meeting can be located in the province where the head office of the company is located or any other place as the Board of Directors stipulates. Article 33. At a shareholders’ meeting, either being present in the same place or via electronic meeting, there must be not less than twenty five (25) shareholders and/or the shareholders’ proxies (if any) or not less than half of the total number of shareholders holding altogether not less than one-third (1/3) of the total issued shares attending the meeting to constitute a quorum, unless otherwise specified by law. In case it appears at any shareholders’ meeting that within one (1) hour after the time appointed for the meeting, the number of shareholders attending the meeting does not constitute the quorum as mentioned in the first paragraph, the meeting, if summoned upon the requisition of shareholders, shall be cancelled. If the meeting is not summoned upon
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the requisition of shareholders, another meeting shall be summoned. The notice for summoning such meeting shall be sent to the shareholders not less than seven (7) days prior to the date of the meeting and at such subsequent meeting no quorum shall be necessary. Article 34 The Chairman, either being present in the same place or via electronic meeting, shall preside over the shareholders’ meeting. In the case where the Chairman is absent or unable to perform the duty, the Vice-Chairman shall act as the chairman of the meeting. If the Vice-Chairman does not exist or exists but unable to perform the duty, the meeting shall appoint one of present shareholders to be the chairman of the meeting. Article 35. For voting at a shareholders’ meeting, either being present in the same place or via electronic meeting, one (1) share is equal to one (1) vote. Any shareholder who has special interest in any matter does not have the right to vote in such matter, other than voting for election of directors and the resolution of the shareholders’ meeting shall be supported by the following votes: (1) In the normal case, the majority vote of the shareholders attending the meeting and having the right to vote shall be considered. If there are equal votes, the Chairman of the meeting shall have a casting vote. (2) In the following cases, the votes of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote shall be considered (a) the sale or transfer of all or part of the business of the company to other persons; (b) the purchase or acceptance of the business of a private company or other public companies; (c) the amendment or termination of contracts on the lease of the entire or essential part of the business, assigning other people to manage the business of the company or merger with other persons for the purpose of profit sharing; (d) the amendment of Memorandum of Association or Articles of Association of the Company; (e) increase or decrease in capital of the Company; (f) the dissolution of the Company; (g) the issuance of debentures; (h) the merger with other companies and (i) other activities as prescribed by law that a minimum of three quarters (3/4) of the total number of votes of shareholders attending the meeting and having the right to vote is required. Article 36. The Annual General Meeting of Shareholders shall be called for the following purposes: (1) To acknowledge the report of the Board of Directors showing the Company's business in the recent year (2) To consider and approve the balance sheet as well as profit and loss statements (3) To consider and approve the appropriation of profit and dividend payment (4) To consider the appointment of new Directors to replace those retired by rotation
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(5) To consider the Directors' remuneration (6) To appoint an auditor and determine the audit fees and (7) other purposes
Accounting, Financial and Auditing Article 37. The Company’s fiscal year begins on January 1 and ends on December 31 of each year. Article 38. The company must make and maintain an account book as well as auditing as required by relevant laws. A balance sheet and a profit and loss statements must be prepared at least once in the twelve (12) months of the fiscal year. Article 39. The Board of Directors must prepare a balance sheet and profit and loss statements as at the end of the fiscal year of the Company to be presented to the shareholders at the annual general meeting. The Board of Directors must also appoint an auditor to review the balance sheet and profit and loss statements before submitting them to the shareholders' meeting. Article 40. The board must submit the following documents to the holder together with the Notice of the Annual General Meeting of Shareholders. (1) A copy of the balance sheet and profit and loss statements audited by the auditor along with the audit report and (2) Annual Report of the Board of Directors and other documents Dividends and Reserves Article 44. It is prohibited to pay dividends from other types of income, except from profit. In case the company still has accumulated losses, there will be no dividend payment. The dividends shall be distributed in the number of shares equally, except in the case where the company issues preferred shares and defines the preferred shares receive dividends differently from the ordinary shares. To allocate dividends as prescribed, dividend payment must be approved by the shareholders' meeting. The Board of Directors may pay interim dividends to the shareholders from time to time when considering that a company is profitable enough to do so. And when the interim dividends are paid, the dividend payment shall also be reported to the shareholders' meeting at the next shareholders' meeting. Dividend payment must be made within one (1) month from the date of the shareholders' meeting or the date the Board has a resolution as the case may be. The Board of Directors shall report the dividend payment to the shareholders and also published in the newspaper for at least three (3) consecutive days. Article 45. The Company is required to set aside a statutory reserve of not less than five percent (5) percent of its net income after deducting accumulated deficit brought forward (if any) until the reserve reaches ten percent (10) of the net profit of the registered capital.
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Attachment No. 9
QR Code Downloading Procedures for the Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report)
Thailand Securities Depository Company Limited, as a securities registrar under the Stock Exchange of Thailand, has developed a system which allows SET Listed Companies to send to the shareholders documents regarding the General Meeting of Shareholders and Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) in the form of E-books accessible through QR Code, thus allow the shareholders to access the information conveniently. Shareholders can download the aforementioned documents from the QR Code by following the steps below;
1. For iOS System 1.1 Turn on the mobile camera, 1.2 Focus the mobile camera to QR Code to scan it, 1.3 The notification will appear on top of the screen. Click on the notification to access documents regarding the meeting.
Remark: In case the notification does not appear on the screen of mobile phone, the QR Code can also be scanned with other applications such as QR CODE READER, Facebook, Line, etc.
2. For Android System 1.1 Open applications such as QR CODE READER, Facebook or Line, How to scan the QR Code with Line application >> Open Line application and click on “Add friend” >> Choose “QR Code” >> Scan the QR Code, 2.2 Focus the mobile camera to QR Code to scan it.
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Attachment No. 10
Map of Renaissance Bangkok Ratchaprasong Hotel
The 2021 Annual General Meeting of Shareholders will be held on Friday, April 23, 2021 at 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok, Tel: 02-125-5000
Directions to Renaissance Bangkok Ratchaprasong Hotel: 1. By Skytrain: Alight at BTS Chidlom Station, use Exit 2 staircase, 2. By Subway: Alight at MRT Sukhumvit Station, use Exit 3, proceed to BTS Skytrain at Asok Station, go to Chidlom Station, use Exit 2 staircase.
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Attachment No. 11
Proxy Form A Form A Stamp Duty 20.-Baht
At...... Date...... Month...... Year......
(1) I/ We...... Nationality...... No...... Road...... Tambon/Subdistrict...... Amphoe/ District...... Province...... Postal Code......
(2) Being a shareholder of TOA Paint (Thailand) Public Company Limited By holding total of...... shares and having the right to vote equal to...... votes as follows: Common Share...... shares equal to ...... votes Preferred Share...... shares equal to ...... votes
(3) Hereby appoint as my/our proxy. 1...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 2...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 3...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 4. Independent Directors as named hereunder 1. Mrs. Prisana Praharnkhasuk Independent Director/ Chairman of the Audit Committee/ Please mark Member of the Nomination and Remuneration Committee Age 66 years old only one Address no. 2/40, Soi Saen Wee, Muangthongnivase1 Village, Chaengwattana Road, proxy Thung Song Hong Sub-district, Laksi District, Bangkok, 10210 Special interests in meeting agenda other than other directors for this meeting: Agenda 5 - To approve the election of the directors in place of those who are due to retire by rotation or 2. Mrs. Chanatip Weerasubpong Independent Director/ Member of the Audit Committee Age 65 years old Address no. 98, Laddarom Pinklao Village, Kanjanapisek Road, Tambon Bangkuwieng, Amphoe Bangkluay, Nonthaburi, 11130 Special interests in meeting agenda other than other directors for this meeting: None or 3. Mr. Veerasak Kositpaisal Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Age 65 years old Address no. 19/279, Soi Bangna-Trad 23, Bangna Subdistrict, Bangna District, Bangkok 10260 TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 66
Special interests in meeting agenda other than other directors for this meeting: None
Only one of them is my/our representative to attend the meeting and vote on my/our behalf at the 2021 Annual General Meeting of Shareholders on Friday, April 23, 2021, 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok or to postpone the date, time and other places.
Any acts performed by the proxy in this meeting. It shall be deemed to be the actions performed by myself/ourselves.
Sign...... Grantor (...... )
Sign...... Proxy (...... )
Note The shareholder appointing the proxy shall authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes.
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 67
Form B Stamp Duty 20.- Baht Proxy Form B
At...... Date...... Month...... Year......
(1) I/ We...... Nationality...... No...... Road...... Tambon/Subdistrict...... Amphoe/ District...... Province...... Postal Code...... (2) Being a shareholder of TOA Paint (Thailand) Public Company Limited By holding total of...... shares and having the right to vote equal to...... votes as follows: Common Share...... shares equal to ...... votes Preferred Share...... shares equal to ...... votes
(3) Hereby appoint my/our proxy. 1...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 2...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 3...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 4. Independent Directors as named hereunder 1. Mrs. Prisana Praharnkhasuk Independent Director/ Chairman of the Audit Committee/ Please mark Member of the Nomination and Remuneration Committee Age 66 years old only one Address no. 2/40, Soi Saen Wee, Muangthongnivase1 Village, Chaengwattana Road, proxy Thung Song Hong Sub-district, Laksi District, Bangkok, 10210 Special interests in meeting agenda other than other directors for this meeting: Agenda 5 - To approve the election of the directors in place of those who are due to retire by rotation or 2. Mrs. Chanatip Weerasubpong Independent Director/ Member of the Audit Committee Age 65 years old Address no. 98, Laddarom Pinklao Village, Kanjanapisek Road, Tambon Bangkuwieng, Amphoe Bangkluay, Nonthaburi, 11130 Special interests in meeting agenda other than other directors for this meeting: None or 3. Mr. Veerasak Kositpaisal Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Age 66 years old Address no. 19/279, Soi Bangna-Trad 23, Bangna Subdistrict, Bangna District, Bangkok 10260 Special interests in meeting agenda other than other directors for this meeting: None
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 68
Only one of them is my/our representative to attend the meeting and vote on my/our behalf at the 2021 Annual General Meeting of Shareholders on Friday, April 23, 2021, 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok or to postpone the date, time and other places.
(4) I/ We hereby authorize the proxy holder to vote on my/our behalf at this meeting as follows;
Agenda 1: To endorse the Minutes of 2020 Annual General Meeting of Shareholders, convened on August 7, 2020 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 2: To acknowledge the report on the operational results for the year 2020 prepared by the Board of Directors (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 3: To approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2020 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 4: To approve the annual dividend payment (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 5: To approve the election of the directors in place of those who are due to retire by rotation (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Appointment of Board of Directors Agree Disagree Abstain Appointment of individual Directors Mr. Prachak Tangkaravakoon Agree Disagree Abstain Mrs. Busatree Wanglee Agree Disagree Abstain Mrs. Prisana Praharnkhasuk Agree Disagree Abstain Agenda 6: To approve the determination of the remuneration for directors and the sub-committees for the year 2021 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 7: To approve the appointment of the auditors and the determination of the audit fee for the year 2021 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 69
Agenda 8: Other matters (if any) (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
(5) If voting in any agenda of my/our proxy has not followed this proxy, it shall be deemed such voting is incorrect and is not my/our voting. (6) In case I/we have not specified my/our voting intention in any item or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.
Any acts performed by the proxy in this Meeting except my/our proxy has not voted as I/we specified shall be deemed to be the actions performed by myself/ourselves.
Sign...... Grantor (...... )
Sign...... Proxy (...... )
Notes: 1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the Meeting and may not split the number of shares to many proxies for splitting votes. 2. The shareholder can vote the appointment of directors either all directors or individual director in such item. 3. In case there are more agenda items to consider in the meeting than the agenda items mentioned above, proxy can specify additional details in the Continued List of Proxy Form B attached hereto.
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 70
REGULAR CONTINUED PROXY FORM B Proxy as a Shareholder of TOA Paint (Thailand) Public Company Limited The 2021 Annual General Meeting of Shareholders on Friday, April 23, 2021, 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok or such other date, time and place as the meeting may be adjourned.
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 71
Stamp Duty 20.- Baht Proxy Form C Form C
This form is used only if the shareholder is a foreign investor and appoints a Custodian in Thailand to take care of the shares.
At...... Date...... Month...... Year...... (1) I/We...... Office located at ...... Road...... Tambon/ Subdistrict...... Amphoe/ District ...... Province...... Postal Code...... as a business custodian of ………………………………………...... who is shareholder of TOA Paint (Thailand) Public Company Limited by holding total of...... shares and having the right to vote equal to ...... votes as follows: Common Share...... shares equal to ...... votes Preferred Share...... shares equal to ...... votes
(2) Hereby appoint my proxy. 1...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 2...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 3...... Age...... years No...... Road...... Tambon/ Subdistrict...... Amphoe/ District...... Province...... Postal Code...... or 4. Independent Directors as named hereunder 1. Mrs. Prisana Praharnkhasuk Independent Director/ Chairman of the Audit Committee/ Please mark Member of the Nomination and Remuneration Committee Age 66 years old only one Address no. 2/40, Soi Saen Wee, Muangthongnivase1 Village, Chaengwattana Road, proxy Thung Song Hong Sub-district, Laksi District, Bangkok, 10210 Special interests in meeting agenda other than other directors for this meeting: Agenda 5 - To approve the election of the directors in place of those who are due to retire by rotation or 2. Mrs. Chanatip Weerasubpong Independent Director/ Member of the Audit Committee Age 65 years old Address no. 98, Laddarom Pinklao Village, Kanjanapisek Road, Tambon Bangkuwieng, Amphoe Bangkluay, Nonthaburi, 11130 Special interests in meeting agenda other than other directors for this meeting: None or 3. Mr. Veerasak Kositpaisal Independent Director/ Member of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Age 66 years old TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 72
Address no. 19/279, Soi Bangna-Trad 23, Bangna Subdistrict, Bangna District, Bangkok 10260 Special interests in meeting agenda other than other directors for this meeting: None Only one of them is my/our representative to attend the meeting and vote on my behalf at the 2021 Annual General Meeting of Shareholders on Friday, April 23, 2021, 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok or to postpone the date, time and other places.
(3) I hereby authorize the proxy holder to attend the meeting and cast the votes as follows Proxy for the total number of shares held and entitled to vote. Proxy for some number of shares as follows. Common Share...... shares equal to ...... votes Preferred Share...... shares equal to ...... votes Total voting rights ...... votes
(4) I hereby authorize the proxy holder to vote on my behalf at this meeting as follows. Agenda 1: To endorse the Minutes of 2020 Annual General Meeting of Shareholders, convened on August 7, 2020 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 2: To acknowledge the report on the operational results for the year 2020 prepared by the Board of Directors (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 3: To approve the audited consolidated financial statements of the Company and its subsidiaries for the accounting period ended December 31, 2020 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 4: To approve the annual dividend payment (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 5: To approve the election of the directors in place of those who are due to retire by rotation (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Appointment of Board of Directors Agree Disagree Abstain Appointment of individual Directors Mr. Prachak Tangkaravakoon Agree Disagree Abstain Mrs. Busatree Wanglee Agree Disagree Abstain
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 73
Mrs. Prisana Praharnkhasuk Agree Disagree Abstain Agenda 6: To approve the determination of the remuneration for directors and the sub-committees for the year 2021 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 7: To approve the appointment of the auditors and the determination of the audit fee for the year 2021 (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain Agenda 8: Other matters (if any) (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
(5) If voting in any agenda of my/our proxy has not followed this proxy, it shall be deemed such voting is incorrect and I is not my/our voting. (6) In case I/we have not specified my/our voting intention in any item or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.
Any acts performed by the proxy in this Meeting except my/our proxy has not voted as I/we specified shall be deemed to be the actions performed by myself/ourselves.
Sign...... Grantor (...... )
Sign...... Proxy (...... )
Notes 1. This Proxy Form is only used by a foreign shareholder who has appointed Thai Custodian to be his/her/its trustee. 2. Evidences presenting with Proxy Form are (1) Letter of Attorney from shareholder empowering custodian to sign in Proxy Form. (2) Confirmation Letter that person signing in the proxy is granted permission to perform the custodian business. 3. The shareholder appointing the proxy shall authorize only one proxy to attend and vote at the Meeting and shall not split the number of shares to many proxies for splitting votes. 4. The shareholder can vote the appointment of directors either all directors or individual director in such item. 5. In case there are more agenda items to consider in the meeting than the agenda items mentioned above, proxy can specify additional details in the Continued List of Proxy Form C attached hereto.
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 74
REGULAR CONTINUED PROXY FORM C Proxy as a Shareholder of TOA Paint (Thailand) Public Company Limited The 2021 Annual General Meeting of Shareholders on Friday, April 23, 2021, 09.30 hrs., Royal Maneeya A, M Floor, Renaissance Bangkok Ratchaprasong Hotel, 518/8 Ploenchit Road, Lumpini, Pathumwan, Bangkok or such other date, time and place as the meeting may be adjourned.
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
Agenda No. …………………. Issue…………………………………………………………………………………………………………. (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. (b) To grant my/our proxy to vote at my/our desire as follows: Agree Disagree Abstain
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 75
Attachment 13 Requisition Form for Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report)
Attention: Company Secretary and Investor Relations, TOA PAINT (THAILAND) PUBLIC COMPANY LIMITED I, ……...... Address: …...... Request for printed copy of Annual Registration Statements/ Annual Report 2020 (Form 56-1 One Report) Means of receiving of the printed report: ( ) The Company sends the report to the same address as above-mentioned. ( ) The Company sends the report to the address below: Address: …………………………….Road...... Tambon/Subdistrict...... Amphoe/ District...... Province...... Postal Code...... Tel. …………………………..……. Remarks: After completion of the information above, please return this form to TOA: - By fax: 02 312 8923, or - By e-mail: [email protected], or - reply enclosed envelope as attached Should you have any query or suggestion, please contact Company Secretary and Investor Relations at Tel. 02 335 5555 Ext. 5875, 1581, 1520
Procedures for forwarding questions in advance
In accordance with the policy by the Board of Directors allowing shareholders to participate in corporate management by providing comments and suggestions, the Company therefore provides shareholders an opportunity to forward agenda-related questions in advance, to the attention of the Board of Directors prior to the date of the shareholders’ meeting by following procedures:
1. Shareholder who wishes to raise any query or comment should provide his/her information: - Name, address, telephone, and e-mail (if any) with which the Company can contact; - Query raised or comment proposed with documents or accompanying information (if any). 2. Channels: - By e-mail: [email protected], or - By registered mail to: Company Secretary TOA PAINT (THAILAND) PUBLIC COMPANY LIMITED 31/2 Moo 3, Bangna-Trad Road, Bangsaothong, Bangsaothong, Samutprakarn, 10570 3. Deadline for submitting questions: As the Company allows shareholders to submit agenda-related questions in advance prior to the meeting date, the shareholders are requested to submit questions to the Company within April 16, 2021. 4. Company Secretary will gather all questions/comments for consideration by Chief Executive Officer and related executives in order to answer questions/comments to shareholders.
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 76
Attachment 14 แบบแสดงข้อมูลเพื่อการคัดกรองโรค COVID-19 ก่อนเข้าร่วมประชุมสามัญผู้ถือหุ้น ประจ าปี 2564 ในวันศุกร์ที่ 23 เมษายน 2564 Health Declaration Form Before attending 2021 Annual General Meeting of Shareholders on Friday, 23 April 2021
ขอความร่วมมือท่านให้ข้อมูลที่ถูกต้อง เป็นความจริง เพื่อประโยชน์ในการป้องกันการแพร่ระบาดของเชื้อไวรัสโควิด 19 We need your help in providing the most accurate and truthful medical statement for effective prevention of the spreading of the disease.
ชื่อ – สกุล (Name – Surname) ______หมายเลขโทรศัพท์ Mobile Phone Number) ______
1. ท่านมีไข้ ≥ 37.5 º C หรือไม่? Do you have a fever (≥ 37.5 º C) ใช่ (Yes) ไม่ใช่ (No) 2. ท่านมีอาการดังต่อไปนี้หรือไม่? Do you have any of these symptoms? ไอ Cough ใช่ (Yes) ไม่ใช่ (No) เจ็บคอ Sore throats ใช่ (Yes) ไม่ใช่ (No)
น ้ามูกไหล Runny nose ใช่ (Yes) ไม่ใช่ (No) เหนื่อยหอบ Shortness of breath ใช่ (Yes) ไม่ใช่ (No)
3. ท่านมีประวัติการเดินทางมาจากต่างประเทศ หรือมาจากพื้นที่ที่มีการระบาดของโรคติดเชื้อไวรัสโคโรนา 2019 ใน 14 วันที่ผ่านมา หรือไม่? Have you traveled / transited from any countries except Thailand or areas with COVID - 19 outbreak within the past 14 days? ใช่ (Yes) มาจากประเทศ / พื้นที่ (I have traveled to) : ______
ไม่ใช่ (No)
4. ท่านมีประวัติสัมผัสหรือใกล้ชิดกับผู้ป่วยที่ต้องสงสัยโรคติดเชื้อไวรัสโคโรนา 2019 หรือไม่? Have you been in physical contact with suspiciously COVID - 19 infected patients? ใช่ (Yes) ไม่ใช่ (No)
หมายเหตุ หากพบว่าคุณ มีไข้ 37.5 º C หรือมีอาการอย่างใดอย่างหนึ่งตามที่บริษัทฯระบุไว้หรือมีประวัติเดินทางมาจากต่างประเทศ หรือพื้นที่ที่มีการระบาดของ COVID - 19 หรือมีประวัติสัมผัสใกล้ ชิดกับผู้ ป่ วยที่ต้ องสงสัยการติดเชื้อ COVID – 19 บริษัทฯ ขอให้ท่านมอบฉันทะแก่กรรมการอิสระของบริษัทฯ ด้วยการกรอกและส่งหนังสือมอบฉันทะแบบ ข. ให้แก่เจ้าหน้าที่บริษัทฯ แทนการเข้าประชุม และเดินทางกลับพร้อมปฏิบัติตามค าแนะน าของกรมควบคุมโรค กระทรวงสาธารณสุข If you have a fever (≥ 37.5 º C); or any symptoms which indicates above; or traveled / transited from any countries except Thailand or the COVID-19 outbreak areas within the past 14 days; or have been in contact with suspiciously COVID-19 infected patients, we would like to kindly ask for your cooperation in granting proxy to our independent director to attend the meeting on your behalf, by filing the Proxy Form B and submit to our staff. You may then return to your resident and follow the guideline of the Department of Disease Control, Ministry of Public Health, Thailand.
TOA Paint (Thailand) Public Company Limited Documents for the 2021 Annual General Meeting of Shareholders 77
Memo ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ………………………………………………………………………………………………………………………………………………………………. ……………………………………………………………………………………………………………………………………………………………….
TOA Paint (Thailand) Public Company Limited www.toagroup.com Company Secretary and Investor Relations Tel: +66 2 335 5555 Ext. 5875, 1520, 31/2 Moo 3, Bangna-Trad Road, Bangsaothong, 1581 Bangsaothong, Samutprakan, 10570 Fax: +66 2 312 8923