TRC-IR 013/2017 28 March 2017
Subject: Notice of the 2017 Annual General Meeting of Shareholders To: Shareholders of TRC Construction Public Company Limited
Enclosures: 1. Copy of the Minutes of the 2016 Annual General Meeting of Shareholders (Page 16-36) 2. The 2016 Annual Report (in a form of CD) 3. Biography of nominated directors for replacing the retiring directors whose tenure are expired and definition of Independent Director (for consideration of Agenda 6) (Page 37-42) 4. Capital Increase Report Form (for consideration of Agenda 11) (Page 43-46) 5. The Articles of Association regarding the Meeting of Shareholders (Page 47-53) 6. Guideline & Practice for Attending the 2017 AGM and Granting of Proxy (Page 54-55) 7. Biographies of proposed directors to act and represent as proxies of shareholders at the Meeting and definition of independent director (Page 56-57) 8. Proxy Form B 9. Map of meeting location (Page 58) 10. Registration form to attend the 2017 Annual General Meeting of Shareholders
TRC Construction Public Company Limited (“the Company”) is scheduled to hold the 2017 Annual General Meeting of Shareholders (“the 2017 AGM”) on Friday 28 April 2017 at 2.00 p.m., 2nd Floor, Multifunction Room of the Company, No. 8 Soi Sukhaphiban 5, Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220 (Map as per the Enclosure 9) to consider the following agenda;
Agenda 1 To adopt the Minutes of the 2016 Annual General Meeting of Shareholders held on 27 April 2016 Backgroud and Rationale The Company had conducted the Minutes of the 2016 AGM held on 27 April 2016 and submitted a copy of the Minutes of the 2016 AGM to the Stock Exchange of Thailand, the Securities and Exchange Commision and the Ministry of Commerce within the specific period that was not more than 14 days from AGM date as well as has been posted on the Company’s website (www.trc-con.com). Copy of the Minutes of the 2016 AGM as shown in the Enclosure 1 Board’s Opinion The Board recommended the adoption of the Minutes of the 2016 AGM as the accurate record.
Resolution: This agenda will be approved with the majority voting of the shareholders who present and vote at the meeting. - 2 -
Agenda 2 To consider and acknowledge the Company’s operating result for the year 2016 Background and Rationale The Company had conducted the report of the Directors regarding the Company and its subsidiaries’ operating performance for the year 2016 ended 31 December 2016 as shown in the 2016 Annual Report (the Enclosure 2). The Board’s Opinion The Board recommended the acknowledgement of the Company and its subsidiaries’ performance for the year 2016.
Resolution: This agenda is no voting required.
Agenda 3 To consider and approve the Financial Statements and the Auditor’s report for the year 2016 ended as of 31 December 2016 Background and Rationale The Audit Committee reviewed the Financial Statements for the year 2016 of the Company and its subsidiaries ended 31 December 2016 and 2015 which has been audited by the certified auditors, and agreed their correctness, completeness and sufficiency according to the General Accepted Accounting Principles, and approved by the Board of Directors’ Meeting. The Company and its subsidiaries’ operating performance for the year 2016 and the Statement of Financial Position at the end of 2016 were summarized as follows: (Unit: Million Baht) Change 2016 2015 Amount % Total Assets 5,003.16 4,571.87 431.29 9.43 Total Liabilities 2,319.31 2,151.22 168.09 7.81 Shareholders’ Equity 2,683.85 2,420.65 263.20 10.87 Total Revenue 3,736.90 3,955.03 (218.13) (5.52) Net Profit 290.76 305.96 (15.20) (4.97) Debt to Equity Ratio 0.86 Time 0.89 Time Par Value per Share Baht 0.125 Baht 0.125 Book Value per Share Baht 0.52 Baht 0.54 Earnings per Share Baht 0.057 Baht 0.063 It was deemed appropriate to propose the 2017 AGM to approve the Financial Statements for the year 2016 ended 31 December 2016 to be in accordance with the Section 112 of the Public Limited Companies Act B.E. 2535. - 3 -
The Board’s Opinion The Board agreed to propose the 2017 AGM to approve the Financial Statements for the year 2016 ended 31 December 2016 which has been audited by the certified auditor including the Auditor’s Report.
Resolution: This agenda will be approved with the majority voting of the shareholders who present and vote at the meeting.
Agenda 4 To consider and approve the retaining of the net profit for legal reserve and the dividend payment for the 2016 operating performance Background and Rationale Allocation of the net profit for legal reserve According to the Section 116 of the Public Limited Companies Act, B.E. 2535 and Article 41 of the Company’s Articles of Association, the Company is required to set aside to a statutory reserve at least 5 percent of its net profit after deducting accumulated loss brought forward (if any) until the reserve reaches 10 percent of the registered capital. Dividend Payment The Company’s dividend allocation policy is approximately 40% of the net profit after deduction of taxation and legal reserve of the financial statements. However, the dividend payment can be changed and subject to the Company’s investment plan, necessity, other future appropriate reasons and under conditions to contribute high benefit for the shareholders such as loan repayment, investment fund for business expansion or on occasion of market environment change that may affect the Company’s cash flow in the future under the Board of Directors’ authority to consider and review the dividend policy. However, the Board of Directors’ resolution to allocate the dividend payment must be subsequently proposed to the Shareholders’ Meeting for approval except for the interim dividend payment that the Board of Directors has the authority to approve prior to informing to the subsequent Shareholders’ Meeting for acknowledgement.
Details of proposed dividend payment for the 2016 operating performance were as follows:
2016 (Proposed) 2015 4102 Net profit of the Company 357.93 Million Baht 399.13 Million Baht 255.67 Million Baht Net profit of the Company & its subsidiaries attributable to equity holders of the 290.76 Million Baht 305.96 Million Baht 214.92 Million Baht Company Legal reserve 16.10 Million Baht 15.40 Million Baht 2.87 Million Baht Net profit after legal reserve 374.03 Million Baht 383.73 Million Baht 252.80 Million Baht Form of dividend payment Stock and cash dividend Stock and cash dividend Stock and cash dividend No. of shares obtaining right for dividend 5,135,985,760 shares 4,563,502,886 shares 3,322,150,424 shares - 4 -
2016 (Proposed) 2015 4102 Dividend payment Cash dividend 20.54 MB Cash dividend 45.64 MB Cash dividend 11.54 MB (Baht 0.0040000/share) (Baht 0.010000/share) (Baht 0.003472/share) Stock dividend Stock dividend 71.30 MB Stock dividend 91.71 MB (Baht 0.015625/share) 103.82 MB (Baht 0.0178571/share) (Baht 0.031250/share) Dividend payout ratio comparing to net 30.01% 30.48% 45.63% profit after legal reserve
The proposed dividend payment for the 2016 operating performance representing 30.01% of the 2016 net profit after legal reserve was lower than the dividend policy of the Company which was at the rate of 40%. That because TRC group would like to reserve funds in 2017 to support the business expansion and the operation of large projects. (At the end of 2016, TRC group's backlog was Baht 3,680 million) The Board’s Opinion The Board approved to propose the meeting of shareholders to consider and approve the retaining of the net profit for legal reserve and the dividend payment for the operation year 2016 as follows: - Legal reserve of Baht 16,102,769 or 4.50% of the 2016 net profit resulting the legal reserve as at the end of 2016 equalled to Baht 72,637,344 or 10% of the registered capital - Dividend payment not exceeding Baht 112,257,974.29 or at the rate of Baht 0.0218571 per share as per following details: 1) Stock dividend will be issued not exceeding 733,712,250 ordinary shares with a par value of Baht 0.125 per share to the shareholders at the ratio of 7 existing shares per 1 new share or equivalent to the dividend at the rate of Baht 0.0178571 per share. If there is a fraction of share remaining, due to insufficient number of shares to be converted into shares, a cash dividend at Baht 0.0178571 per share will be paid instead. 2) Cash dividend at the rate of Baht 0.0040000 per share or not exceeding Baht 20,543,943.04. Anyway, the right for dividend payment is still uncertain since the dividend payment has to be approved by the 2017 AGM. The dates relevant to the dividend payment: - The date to determine the names of shareholders who have right to receive the dividend: 9 May 2017 - The date for gathering the names of shareholders under the Section 225 of the Securities and Exchange Act B.E.2535 (as amended) by closing the share register book: 11 May 2017 - The date for dividend payment: 26 May 2017
Resolution: This agenda will be approved with the majority voting of the shareholders who present and vote at the meeting. - 5 -
Agenda 5 To consider and approve the payment of directors’ bonus for the year 2016 performance Background and Rationale Pursuant to the Section 90 of the Public Limited Companies Act, B.E. 2535 “The company shall not pay money or 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 paragraph one shall be in accordance with the resolution of the meeting of shareholders based on a vote of not less than two-thirds of the total number of votes of the shareholders attending the meeting.” Article 16 of the Company’s Articles of Association “The Directors have rights to receive remuneration from the Company as gratuity, attendance fee, pension, bonus or others benefits which follow a regulation or resolution of the Shareholders’ Meeting that it is assigned certainly number or as a criteria and will assign occasionally or effective untill change. In addition, the Directors will receive the allowance and welfare as the Company’s Article of Association.” To perform in line with the aforementioned legal obligation, the Company presented these following information for consideration and approval for the payment of directors’ bonus for the year 2016 performance. At present, the Company’s 9 directors consist of Chairman, 4 independent directors and 4 executive directors. There are 6 Committees as follows: 1. The Audit Committee consisting of 3 independent directors 2. The Remuneration and Nomination Committee consisting of 4 independent directors, Chief Executive Officer and 1 executive director 3. The Corporate Governance Committee consisting of 2 independent directors and 1 executive director 4. The Risk Committee consisting of 2 independent directors and 2 executive directors 5. The Executive Committee consisting of 4 executive directors 6. The Management Committee consisting of directors, executives and advisors, totally 11 persons The Remuneration and Nomination Committee and the Board of Directors resolved to propose the payment of directors’ bonus for 2016 performance at the aggregate amount of Baht 1,837,869 to following directors: - Mrs. Paichit Rattananon, Chairman Baht 660,000 - 4 independent directors and 1 ex-independent director Baht 1,177,869 1. Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. Baht 300,000 2. Mr. Arun Chirachavala Baht 300,000 3. Assoc. Prof. Pises Sethsathira Baht 300,000 4. Mrs. Puangthip Silpasart* Baht 255,738 5. Pol. Gen. Jarumporn Suramanee (Ex-Independent Director)** Baht 22,131 - 6 -
* Mrs. Puangthip has been appointed as director since 24 February 2016. The bonus was calculated from the number of days in 2016 which she acts as TRC’s director for 312 days. ** Pol.Gen. Jarumporn resigned from directorship on 27 January 2016. The bonus was calculated from the number of days in 2016 which he was TRC’s director for 27 days. The Board’s Opinion The Board had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the meeting of shareholders for approval of the payment of directors’ bonus for the year 2016 performance in the amount of Baht 1,837,869.
Resolution: This agenda will be approved with the voting not less than two-thirds of shareholders who present at the meeting.
Agenda 6 To consider and approve the election of directors to replace those retiring by rotation Background and Rationale Article 15 of the Company’s Articles of Association “In the Annual General Meeting of Shareholders, one-third (1/3) of the Board must resign by rotation according to their term and those directors whose tenure are expired may be re-appointed for another term.” For the year 2017, there were three directors whose tenure will be expired as follows; 1. Mrs. Puangthip Silpasart Independent Director and Audit Committee 2. Mr. Smai Leesakul Director and Chairman of Executive Committee 3. Mr. Pasit Leesakul Director and Chief Executive Officer Details of three directors whose tenure are expired are shown in Enclosure 3. The Remuneration and Nomination Committee and the Board of Directors agreed that such three directors have full qualifications as prescribed by the Public Limited Companies Act B.E. 2535, knowledge, capability as well as experience to support the Board of Directors’ working for the Company’s benefit. Furthermore, the three directors are free of restricted characteristics, e.g. never being punished for any discharge or disMs.al due to the fraudulent performance of duty, never being convinced with imprisonment sentence or found guilty relating to unfaithful acquisition of property and never being engaged in any business or holding share in any business in the manner of competing against the Company’s business. Therefore, it was deemed appropriate to propose the Meeting of Shareholders to re-elect those three directors for another term. For the nomination process, the shareholders were given an opportunity to nominate qualified candidates for a selection to be directors during 1 October 2016 - 31 December 2016 through the Stock Exchange of Thailand’s news and the Company’s website. However, there was no any proposed candidate. The nomination and appointment of the directors shall be preliminarily considered by the Remuneration and Nomination Committee. Qualified candidates with relevant knowledge, capability and work experience shall be proposed to the Board of Directors and the Shareholders’ Meeting for approval, respectively. (Only an - 7 -
increase of the number of directors and the appointment of directors in replacement of those retiring by rotation shall be approved by the Shareholders’ Meeting.) The Board’s Opinion The Board had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the meeting of shareholders for approval of the re-appointment of three directors whose tenture are expired for another term.
Resolution: This agenda will be approved with the majority voting of the shareholders who present and vote at the meeting.
Agenda 7 To consider and approve the directors’ remuneration for the year 2017 Background and Rationale Pursuant to the Section 90 of the Public Limited Companies Act, B.E. 2535 “The company shall not pay money or 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 paragraph one shall be in accordance with the resolution of the meeting of shareholders based on a vote of not less than two-thirds of the total number of votes of the shareholders attending the meeting.” Article 16 of the Company’s Articles of Association “The Directors have rights to receive remuneration from the Company as gratuity, attendance fee, pension, bonus or others benefits which follow a regulation or resolution of the Shareholders’ Meeting that it is assigned certainly number or as a criteria and will assign occasionally or effective untill change. In addition, the Directors will receive the allowance and welfare as the Company’s Article of Association.” To perform in line with the aforementioned legal obligation, the Company presented these following information for consideration and approval of the directors’ remuneration for the year 2017. At the present, the Company’s Board of Directors and 6 Committees are as follows; - 8 -
Subcommittees
Directors Name-List of Board of Directors and Managements ve Committee ve Management Management Committee Committee Committee Management Board of Board Audit Committee Audit Risk Risk Remuneration and and Remuneration Executi Corporate Governance Governance Corporate Nomination Committee Nomination 1. Mrs. Paichit Rattananon* Chairman
2. Assoc. Prof. Aekkachai Independent Director Nittayagasetwat, PH.D., FRM. 3. Mr. Arun Chirachavala Independent Director 4. Mrs. Puangthip Silpasart Independent Director 5. Assoc. Prof. Pises Sethsathira Independent Director 6. Mr. Smai Leesakul Director and Chairman of Executive Officer 7. Mr. Pasit Leesakul Director and Chief Executive Officer 8. Mrs. Podchanee Phaosavasdi Director and Chief Commercial Officer 9. Mr. Loh Eng Kee Director and Deputy Chief Operating Officer 10. Mr. Sakda Tantivathanakul Deputy Chief Operating Officer 11. Mr. Chaveng Reesrikitti Deputy Chief Operating Officer 12. Ms. Pavita Leesakul Vice President, Corporate Affairs Division 13. Mr. Wison Aekthamkul Vice President, Operation Division 14. Mr. Supachoke Liamkaeo Corporate Strategy Department Manager 16. Mr. Nithitat Tip-anuntasakul Material Management & Logistics Advisor 15. Mr. Amnuay Laimai Project Advisor Total 9 3 6 3 4 4 10 Chairman Committee/Member * Chairman is a representative from KPK 1999 Co., Ltd., one of the major shareholders of TRC.
The duties and responsibilities of the above committees are disclosed in the 2016 Annual Report, item “10. Corporate Governance”, sub-item “2. Committees” - 9 -
The duties and responsibilities of the above committees are disclosed in the 2016 Annual Report, item “10. Corporate Governance”, sub-item “2. Committees” The Remuneration and Nomination Committee and the Board of Directors considered the directors’ remuneration for the year 2017 in comparison with the average rate of the directors’ remuneration for the year 2015 from the survey result of Thai Institute of Directors (IOD) including, the scope of responsibilities and work performance of each committee and agreed to propose the shareholders to approve the directors’ remuneration for the year 2017 to be the same as year 2016 and considered for the additional of health insurance to independent directors as follows:
1. The Board of Directors 1.1 Monthly Remuneration Proposed for 2017 2016 Position Monthly Remuneration Monthly Remuneration (Baht per Person) (Baht per Person) Chairman 50,000 50,000 Chairman of the Audit Committee 25,000 25,000 4 Independent Directors 20,000 20,000 4 Executive Directors 10,000 10,000 1.2 Other Remunerations Proposed for 2017 2016 1. Chairman: To receive social 1. Chairman: To receive social security fund, contribution to security fund, contribution to provident fund, life insurance, provident fund, life insurance, travel travel insurance, group accident insurance, group accident insurance, insurance, health insurance, car & health insurance, car & personal personal driver and fuel fee driver and fuel fee 2. Independent directors: To receive 2. Warrants to Purchase the health insurance Company’s Ordinary Shares to be 3. Director & Officers Insurance Allocated to Directors and (D&O Insurance), Limit of liability Employees of the Company and of Baht 100,000,000 Subsidiaries No.2 (ESOP-W2) 3. Director & Officers Insurance (D&O Insurance), Limit of liability of Baht 100,000,000 - 10 -
2. Subcommittee Proposed for 2017 2016 2.1 The Audit Committee Meeting Fee to independent Baht 10,000 per person per attendance Baht 10,000 per person per attendance directors 2.2 The Remuneration and Nomination Committee Meeting Fee to independent Baht 10,000 per person per attendance Baht 10,000 per person per attendance directors 2.3 The Corporate Governance Committee Meeting Fee to independent Baht 10,000 per person per attendance Baht 10,000 per person per attendance directors 2.4 The Risk Committee Meeting Fee to independent Baht 10,000 per person per attendance Baht 10,000 per person per attendance directors 2.5 The Executive Committee Only paid for the position of Only paid for the position of executives and no remuneration for executives and no remuneration for the the position of the Executive position of the Executive Committee Committee 2.6 The Management Only paid for the position of Only paid for the position of Committee executives and no remuneration for executives and no remuneration for the the position of the Management position of the Management Committee Committee
The Board’s Opinion The Board had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the 2017 AGM for approval for the directors’ remuneration for the year 2017 as presenting as above table.
Resolution: This agenda will be approved with the voting not less than two-thirds of shareholders who present and vote at meeting.
Agenda 8 To consider and approve the appointment of the Company’s auditors and determination of audit fee for the year 2017 Background and Rationale According to the Section 120 of the Public Limited Companies Act, B.E. 2535, the annual general meeting of shareholders shall appoint an auditor and determine the remuneration of the auditor of the company every year. The existing auditor is eligible for re-election. According to the Notification of the Securities and Exchange ComMs.ion No. Kor Jor 39/2005 on Rules, Condition and Procedures for Information Disclosure relating to the Financial Condition and Operating Results of Issuing Companies (No. 20) on rotation of its auditors that in case the current auditors have been appointed to - 11 - conduct the auditing works for more than five (5) consecutive accounting years, it is unnecessary to change the audit firm; in other words, the other auditors from the current firm can be appointed. The Audit Committee and the Board of Directors approved to propose the Annual General Meeting of Shareholders for approval for the appointment of the following Certified Public Accountants from EY Office Limited (formerly known as Ernst & Young Office Limited) as the 2017 auditor of the Company. 1. Ms. Rungnapa Lertsuwamkul Certified Public Account No. 3516 and/or 2. Mr. Sophon Permsirivallop Certified Public Account No. 3182 and/or 3. Ms. Pimjai Manitkajohnkit Certified Public Accountant (Thailand) No. 4521 and/or 4. Ms. Rosaporn Decharkom Certified Public Accountant (Thailand) No. 5659 and/or 5. Mr. Chayapol Suppasedtanon Certified Public Accountant (Thailand) No. 3972 EY Office Limited has been the Company’s and Sahakarn Wisavakorn Co., Ltd.’s (TRC’s subsidiary) audit firm as details shown below. Year acting as the auditor of Name of Auditor TRC Sahakarn Wisavakorn 1. Ms. Rungnapa Lertsuwankul 1999 - 2005 (7 years) and 2007 - 2012 (Total 6 years) 2009 - 2012 (4 years) (Total 11 years) 2. Mr. Sopol Permsiriwallop 2006 - 2008 (3 years) - 3. Ms. Pimjai Manitkajohnkit 2013 - 2016 (4 years) 2013-2016 (4 years) 4. Ms. Rosaporn Decharkom - - 5. Mr. Chayapol Suppasedtanon - - The Meeting agreed to propose the 2017 AGM to approve the 2017 audit fee of Baht 1,050,000. (Unit: Baht) 2017 (Proposed for 2016 2015 Approval) Audit fee – TRC 1,050,000 1,000,000 900,000 Audit fee - Sahakarn Wisavakorn Co., Ltd. 820,000 820,000 820,000 Total 1,870,000 1,820,000 1,750,000 * Increasing from the 2016 audit fee of Baht 50,000 or 5% Travelling expenses Actual 32,927 25,028 reimbursement Those five auditors, who are proposed to be the auditor for the year 2017, have no any relationship, no any stake and/or any other conflict of interest in the Company, its subsidiaries, management, major shareholders or related person. There was also no any connected transaction with the Company and its subsidiaries. - 12 -
TRC Investment Ltd. (Republic of Mauritius), TRC International Ltd. (Hong Kong), TRC Engineering LLC (Sultanate of Oman) and TRC Middle East LLC(Sultanate of Oman), 4 subsidiaries in oversea have not obtained the audit service from EY Office Limited because the transactions of those companies are immaterial. TRC Investment Ltd. and TRC International Plc. have obtained the audit service from S.C. Ng Fuk Chong, FCCA (Republic of Mauritius) and Simon W.F. Ng & Co. (Hong Kong), respectively. And TRC Engineering LLC and TRC Middle East LLC have obtained the audit service from Talal Abu-Ghazaleh & Co. All of audit firms of subsidiaries are an experienced audit firms under reasonable audit fee. The Board’s Opinion The Board had a resolution upon recommendation of the Audit Committee to propose the meeting of shareholders to approve the appointment of the auditors and their audit fee for the year 2017 at the amount of not exceeding Baht 1,050,000. The auditing fee is not including other expenses, i.e., traveling, allowances.
Resolution: This agenda will be approved with the majority voting of the shareholders who present and vote at the meeting.
Agenda 9 To acknowledge the expiration of the issuance of not exceeding 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million Background and Rationale According to the 2015 and 2016 Annual General Meeting approved the issuance of not exceeding 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million. At the present, the Company still does not issue such debentures. The term for issuance of the warrants is one-year. The Board’s Opinion The Board had a resolution to propose the meeting of shareholders to acknowledge the expiration of the issuance of not exceeding 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million.
Resolution: This agenda is no voting required.
Agenda 10 To approve the decrease of the registered capital from Baht 726,373,442.88 to Baht 641,998,220 consisting of 5,135,985,760 ordinary shares with a par value of Baht 0.125 by cancelling the unissued shares. And to approve the amendment to the Article 4. of the Company’s Memorandum of Association in accordance with the decrease of registered capital Background and Rational The Company’s current registered capital is Baht 726,373,442.88 consisting of 5,810,987,543 ordinary shares with a par value of Baht 0.125. Prior to the agenda to approve the capital increase, the Board agreed to - 13 -
propose the meeting of shareholder to approve the decrease of the registered capital of Baht 84,375,222.88 consisting of 675,001,783 shares with a par value of Baht 0.125 by cancellation the 675,001,783 unissued ordinary shares reserved for the issuance of warrants to specific investors who subscribed debentures and the remaining 1,783 unissued ordinary shares reserved for stock dividend payment in 2016. The paid-up capital will be 5,135,985,760 shares with a par value of Baht 0.125. The Board’s Opinion The Board resolved to propose the decrease of the registered capital of Baht 84,375,222.88 by cancellation the unissued ordinary shares which excessing the share reservation for the issuance of warrants to specific investors who subscribed debentures and the remaining ordinary shares reserved for stock dividend payment in 2016 and to approve the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital as follows: Article 4 Registered capital Baht 641,998,220 (Six hundred forty one million nine hundred ninety eight thousand two hundred and twenty Baht) Divided into 5,135,985,760 shares (Five thousand one hundred thirty five million nine hundred eighty five thousand seven hundred and sixty shares) At the par value of Baht 0.125 (Twelve and a half Satang) Categorized into: Ordinary shares 5,135,985,760 shares (Five thousand one hundred thirty five million nine hundred eighty five thousand seven hundred and sixty shares) Preferred shares - None -
Resolution: This agenda will be approved with the votes of not less than three-fourths of all votes of the shareholders attending the meeting and having the rights to vote.
Agenda 11 To approve the increase of registered capital of Baht 91,714,031.25 consisting of 733,712,250 ordinary shares with a par value of Baht 0.125. The registered capital increases from Baht 641,998,220 to Baht 733,712,251.25 consisting of 5,869,698,010ordinary shares with a par value of Baht 0.125 Background and Rationale Since there will be stock dividend payment proposed as per agenda 4. Therefore, Board also would like to propose the meeting of shareholders to increase the registered capital from 641,998,220 to Baht 733,712,251.25 representing the increase of registered capital of 733,712,250 ordinary shares with a par value of Baht 0.125. - 14 -
The Board’s Opinion The Board had a resolution to propose the meeting of shareholders to approve the increase of registered capital of Baht 91,714,031.25 consisting of 733,712,250 ordinary shares with a par value of Baht 0.125. The registered capital increases from Baht 641,998,220.00 to Baht 733,712,251.25 consisting of 5,869,698,010 ordinary shares with a par value of Baht 0.125 for stock dividend payment.
Resolution: This agenda will be approved with the votes of not less than three-fourths of all votes of the shareholders attending the meeting.
Agenda 12 To consider and approve the amendment to the Memorandum of Association to be consistent with the capital increase Background and Rationale Amendment to Article 4 of the Company’s Articles of Association in accordance with the capital increase as follows: Article 4. Registered Capital 733,712,251.25 Baht (Seven hundred thirty three million seven hundred twelve thousand two hundred and fifty one Baht twenty five Satang) Divided into 5,869,698,010 Shares (Five Thousand Eight hundred sixty nine million six hundred ninety eight thousand and ten shares) With a par value of 0.125 Bath (Twelve and a half Satang) Categorized into 5,869,698,010 Shares Ordinary Shares (Five Thousand Eight hundred sixty nine million six hundred ninety eight thousand and ten shares) Preferred Shares - None - The Board’s Opinion The Board had a resolution to propose the amendment to Article 4. of the Company’s Articles of Association to be consistent with the capital increase.
Resolution: This agenda will be approved with the votes of not less than three-fourths of all votes of the shareholders attending the meeting
Agenda 13 To consider and approve the allocation of 733,712,250 ordinary shares with a par value of Baht 0.125 for stock dividend payment Background and Rationale The share allotment should be proposed in accordance with the increase of registered capital in amount of 733,712,250 shares with a par value of Baht 0.125 reserved for stock dividend payment in 2017. - 15 -
However, if the meeting of shareholders does not approve the stock dividend payment proposed in Agenda 4, this share allotment will be not proposed. The Board’s Opinion The Board had a resolution to propose the meeting of shareholders to approve the share allotment and the empower of the Board of Directors and/or the person(s) entrusted by the Board of Directors to consider and determine conditions, other details and to perform any other necessary actions related to the share allotment.
Resolution: This agenda will be approved with the votes of not less than three-fourths of all votes of the shareholders attending the meeting
Agenda 14 Other matters (if any)
The Board has set the record date for shareholders having rights to attend the 2017 AGM on 22 March 2017, share registration book closing date to summarize the shareholders’ name list in accordance with the Section 225 of Securities and Exchange Act on 23 March 2017. The Company has posted the Notice of the 2017 AGM together will all enclosures on the Company’s website (www.trc-con.com). Should any shareholders would like to ask question or elaborate an issue, they may send their questions in advance to Ms. Ounruen Sujarittham, the Company Secretary via email address: [email protected] or via facsimile number +66 2022 7778. The shareholders are invited to attend the 2017 AGM according to date, time and place as mentioned above. Registration to attend the meeting will start at 1.00 p.m. on Friday 28 April 2017 until the meeting time. In case the shareholders cannot attend the meeting, they may appoint other persons or proposed directors of the Company to attend the meeting and vote on their behalf (list of proposed directors as shown in the Enclosure 7). In order to appoint a proxy, please complete and sign proxy form (the Enclosure 8) and prior to attending the meeting, shareholders or representatives as the proxies have to present the relevant documents representing their rights to attend the meeting (Details as shown in the Enclosure 6). In case proxies assigned to directors to attend the meeting on behalf of the principle shareholders, the signed original proxy form with relevant documents are required to be submitted by mail to TRC address with attention to Ms. Ounruen Sujarittham, the Company Secretary. For more convenience and readiness of meeting registration, it is recommended the shareholders to complete and sign the registration form to attend the 2017 AGM (the Enclosure 10) and proxy form in order to present the registrar officers prior to the meeting.
Sincerely yours,
Mrs. Paichit Rattananon Chairman Enclosure 1 - 16 -
=Translation= Minutes of the 2016 Annual General Meeting of Shareholders TRC Construction Public Company Limited
Date, time and venue The Meeting was held on Wednesday 27 April 2016 at 2.00 p.m., at Multifunction Room, 2nd Floor, TRC Building, No.8 Soi Sukhaphiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220, Thailand.
The total nine directors presented: 1. Mrs. Paichit Rattananon Chairman 2. Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. Independent Director and Chairman of Audit Committee 3. Mr. Arun Chirachavala Independent Director and Audit Committee 4. Mrs. Puangthip Silpasart Independent Director and Audit Committee 5. Assoc. Prof. Pises Sethsathira Independent Director 6. Mr. Smai Leesakul Director and Chairman of Executive Committee 7. Mr. Pasit Leesakul Director and Chief Executive Officer 8. Mrs. Podchanee Phaosavasdi Director and Chief Marketing Officer 9. Mr. Loh Eng Kee Director and Project Advisor
The following of the director absented -None-
Representative from the Management Ms. Jongkolnee Tansuvan Accounting and Finance Advisor
Representatives from EY Office Limited 1. Ms. Pimjai Manitkajohnkit Partner 2. Ms. Kanokon Pattaratanasombut Manager Assurance 3. Mr. Teerapong Kittimanasakul Manager Assurance
Commencement of the Meeting Mrs. Paichit Rattananon, Chairman of the Board of Directors, presided at the Meeting (“The Chairman”). The Chairman declared to open the Meeting and welcomed all shareholders for attending the Meeting. The Chairman informed of the number of shareholders attending the Meeting as follows: - 17 -
In person 36 persons total of shareholding 83,670,543 shares By proxies 247 persons total of shareholding 1,964,016,654 shares Total 283 persons total of shareholding 2,047,687,197 shares Since the aggregate number of shareholders attending the meeting represented 45.15% of the Company’s total 4,534,829,671 issued and paid-up shares as of the closing date of share register book and was over one-third of a total of shares, the quorum was then constituted in accordance with the applicable law and the Company’s Articles of Association stipulating that it was required at least 25 shareholders attending the Meeting both in person and by proxies or not less than a half of all shareholders and the aggregate number of shares must not be less than one-third of the paid-up shares to form a quorum. Prior to preceding the Meeting agenda, the Chairman then introduced Directors attended and Ms. Pimjai Manitkajohnkit Auditor from EY Office Limited and then assigned Ms. Ounruen Sujarittham, The Company Secretary, (“The Company Secretary”) to clarify the procedures of the Meeting as follows: 1. In the meeting, one share shall be entitled to one vote. 2. A resolution of the Meeting will be approved with the majority vote of the shareholders attending the Meeting and casting their votes unless otherwise provided in the Company’s Articles of Association or applicable laws. For each agenda that required voting, will be informed afterwards. 3. At the end of each agenda, we will propose the Meeting to consider and cast the vote. For disapproval and abstention, the shareholder is requested to raise a hand and submit a ballot to the Company’s staff for the votes to be counted. Shareholder who failed to raise their a hand or did not submit the ballot or he submitted ballot was voided or spoiled, it will be deemed to count as approval. It is required that the ballot must have signature of shareholder or proxy holder. 4. For smooth and convenience of the Meeting, we will not collect the ballot which voting as approval. They will be collected at the end of the Meeting altogether. Except the ballot for agenda 6, the election of directors who retired by rotation, it will be collected from all of the shareholders/proxies straightaway. 5. In case the shareholder provided proxy had already notified his/her vote in the proxy form, the vote will be counted as identified in the proxy form. For this case, Quidlab Co., Ltd. will record the vote in a vote- counting system in advance. The proxy will not receive the ballot. 6. In case shareholder does not notify his/her vote in the proxy form, each proxy holder shall have the right to vote on behalf of such shareholder in all respects and voting procedure shall be the same as the shareholder attend the meeting in person. 7. In case shareholder or his/her proxy arrives late, such shareholder or his/her proxy is entitled to cast the vote on remaining agenda only.
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8. In case shareholder or his/her proxy needs to early leave the Meeting prior to the Meeting’s adjournment, such shareholder or his/her proxy may vote by filling in the voting sheet in advance and submit the ballot to the Company’s officer. The voting procedures were described as follows: For agenda 1, 3, 4, 6 and 8, a resolution of the Meeting will be approved by majority voting of the shareholders who present and vote at the Meeting. In case of a tie vote, Mrs. Paichit Rattananon (the Chairman) will have the deciding vote. For agenda 5 to approve the directors’ bonus and agenda 7 to consider and approve the directors’ remuneration for the year 2016, a resolution of the Meeting will be approved by the vote of not less than two-thirds of all votes of the shareholders attending the Meeting. For agenda relevant to the warrants, the decrease/increase capital and the allocation of ordinary shares in agenda 9-13, a resolution of the Meeting will be approved by the vote of not less than three-fourths of all votes of the shareholders attending the Meeting. For the agenda 14 other matters, if any shareholder would like to propose the Meeting to consider other matters besides the Notice of the Meeting, the number of shares must be not less than one-third of paid up shares as at the date of closing the share registration book. For more convenience of voting and vote counting on each agenda, the shareholders were cordially requested for cooperation in casting their votes as follows: If no shareholder disapproves or abstains, it will be assumed that the shareholders resolve to approve as proposed. Any shareholder and/or proxy who disapproves or abstains is required to raise a hand and vote on the ballot for the accuracy of vote counting of such agenda. For gathering of vote result, the disapproved or abstained votes will be deducted from total votes. For agenda 6 to consider and approve the election of directors in replacement of those retiring by rotation, the ballot will be separated into 3 parts in order that the directors can individually be voted and the ballot will be gathered as an evidence in accordance with the good corporate governance practice.
During the meeting, Quidlab Company Limited was assigned to monitor the vote counting. Meanwhile, Ms. Pimjai Manitkajohnkit, an auditor from EY Office Limited was also invited to participate in this vote counting as a witness.
Subsequently, the Chairman assigned Mr. Pasit Leesakul, Director and Chief Executive Office (“CEO”), Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM., Chairman of Audit Committee, Ms. Jongkolnee Tansuvan, Accounting and Finance Advisor and Ms. Ounruen Sujarittham, the Company Secretary, to proceed the Meeting per the following fourteen agenda in sequence of the Notice of the meeting.
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Agenda 1 To adopt the Minutes of the 2015 Annual General Meeting of Shareholders The Company Secretary proposed the Meeting to approve the adoption of the Minutes of the 2015 Annual General Meeting of Shareholders held on 29 April 2015. Copy of the Minutes was as submitted to the shareholders together with the Meeting’s Notice.
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or proposed amendment.
The Company Secretary proposed the Meeting to adopt the Minutes of the 2015 Annual General Meeting of Shareholders by the majority vote of the shareholders attending the Meeting and casting their votes.
Resolution: The Meeting adopted the Minutes of the 2015 Annual General Meeting of Shareholders with the result of voting as follows: No. of Votes Percentage Approved 2,049,496,597 100.00 Disapproved 0 0.00 Abstained 0
Agenda 2 To acknowledge the Company’s operating performance for the year 2015 CEO proposed the Meeting to acknowledge the Company and its subsidiaries’ operating performance for the year 2015 which was submitted to the shareholders together with the Meeting’s Notice. The Company and its subsidiaries’ operating performance for the year 2015 and the Statement of Financial Position at the end of 2015 were summarized as follows: (Unit : Million Baht) 2015 2014 Increase (Decrease) Total Assets 4,571.87 2,630.61 1,941.26 73.80% Total Liabilities 2,151.22 1,252.90 898.31 71.70% Shareholders’ Equity 2,420.66 1,377.71 1,042.95 75.70% Total Revenue 3,955.03 3,127.17 827.86 26.47% Net Profit 305.96 214.92 91.04 42.36% Debt to Equity Ratio 0.89 Time 0.91 Time Par Value Baht 0.125 Baht 0.50 Book Value Baht 0.54 Baht 1.67 Earnings per Share Baht 0.07 Baht 0.05* *Adjusted EPS as Note 30 of Notes to the 2015 Financial Statements (based on par value at Baht 0.125 per share)
CEO explained that due to the big scale project acquisition, it caused the highest backlog as at 31 December 2015 at Baht 6,402 million. The significant events of the Company can be summarized as follows:
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. Significant events in year 2015 1. The Company acquired 1st Transmission Pipeline Life Extension Project (PLLEP): 28” Recoating Section (RC-400) from PTT Public Company Limited with work value of Baht 3,725 million. 2. Sahakarn Wisavakorn Co., Ltd. acquired 2 projects: - Construction Project, Srinakarin to Romklao Road, Phase 1 with work value of Baht 1,102.30 million - Construction, Improvement and Expansion of Waterworks, Koh Samui Branch, Koh Samui District, Surat Thani Province, Phase 1, Part 2” with work value of Baht 858.00 million In December 2015, Sahakarn Wisavakorn Co., Ltd. also obtained the Letter of Intent for “Engineering Procurement and Construction for Dry Ice Expanded Tobacco Process, DIET Process (M-01/2) Project” from Thailand Tobacco Monopoly, Ministry of Finance, with work value of Baht 853.18 million (or EUR 15.48 million). The EPC contract was signed in January 2016 3. The Company obtained 2 rewards of SET AWARDS 2015 consisting of “Company Performance Awards” and “Investor Relations Awards” . Significant events regarding ordinary share/debenture and investment 1. 11 May 2015, the change in par value of the ordinary shares from Baht 0.50 per share to Baht 0.125 per share 2. 8 July 2015, the issuance of debentures in the amount of Baht 100 million of tenor 2 year, interest rate of 4.68% payable every 3 months. 3. 27 July - 5 August 2015, the offering of 330,000,000 ordinary shares at offering price of Baht 2.20 per share to 16 specific investors. Net proceeds from capital increase were Baht 713.09 million. 4. Additional Investment in ASEN Potash Chaiyaphum Public Company Limited (“APOT”) The 9/2015 Board of Directors’ Meeting held in September 2015 approved TRC Investment Limited, a subsidiary in Mauritius, to acquire additional ordinary shares of ASEAN Potash Chaiyaphum Public Company Limited at the aggregate of up to 6.3 million shares at price of Baht 200 per share, total value of Baht 1,260 million from Thermal Trade and Investment Limited. On 15 October 2015, TRC Investment Limited made the 1st payment for 1.775 million for APOT’s shares. During January and February 2016, TRC Investment Limited made the 2nd and the 3rd payment for the total of 3.6 million shares. As a result, the shareholding in APOT increased to 22.87% consisting of 20.04% shareholding by TRC Investment Limited and 2.82% shareholding by TRC International Limited, with current paid up capital of Baht 2,657 million. . Significant events in the early of 2016 - On 10 January 2016, the Company obtained Letter of Award (“LOA”) of “Turnkey Delivery of APOT Project Package 2 Surface Processing and Facilities” from ASEAN Potash Chaiyaphum Public Company Limited with work value of USD 142,027,205, EUR 416,000,784 and Baht 12,433,389,522 or total approximately of Baht 34,089,054,186. (using Fx rate at Baht 36.4346/USD and Baht 39.6187/EUR)
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- The Company also acquired “Preparation and Refurbishment of the Decline Project” from APOT with work value of Baht 143.69 million
CEO asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders.
This agenda was proposed for acknowledgement, no vote required.
Agenda 3 To consider and approve the Financial Statements and the Auditor’s report for the year 2015 ended 31 December 2015 Ms. Jongkolnee Tansuvan, Accounting and Finance Advisor, proposed the Meeting to approve the Company’s and its subsidiaries’ Financial Statements for the year 2015 ended 31 December 2015 that have been audited by the certified auditor and approved by the Audit Committee as shown in the 2015 Annual Report submitted to the shareholders together with the Meeting’s Notice (Enclosure 2). The mentioned Financial Statements were already proposed to the Board of Directors’ Meeting. The comparison of the operating performance for the year 2015 with the year 2014 was summarized as follows: (Unit: Million Baht) 2015 2014 Change Amount Percentage Construction services income 3,880.17 3,095.34 784.83 25.36 Cost of construction services -3,242.39 -2,538.29 704.10 27.74 Gross profit 637.78 557.05 80.73 14.49 Interest and other income 74.86 31.83 43.03 135.19 Administrative expenses -332.26 -303.46 28.80 9.49 Doubtful debt (reversal) -0.13 0.56 -0.69 -123.21 Profit before finance cost and income tax expenses 380.25 285.98 94.27 32.96 Finance cost -4.76 -3.36 1.40 41.67 Income tax expenses -74.54 -69.37 5.17 7.45 Profit for the period 300.95 213.25 87.70 41.13 Non-controlling interests of the subsidiaries 5.01 1.67 3.34 199.71 Profit attribute to equity holders of the Company 305.96 214.92 91.04 42.36 Earnings per Share (Baht) 0.07 0.05 Gross Profit Margin 16.44% 18.00% Net Profit Margin 7.74% 6.87% Debt to Equity (Time) 0.89 0.91
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Construction services income increased from Baht 3,095.34 million to Baht 3,880.17 million due to the revenue recognition from 1st Transmission Pipeline Life Extension Project 28” Recoating Section from PTT Public Company Limited, New Incinerator Project from Trans Thai-Malaysia (Thailand) Limited and 450 TPD Biodiesel Plant Project from Bangchak Biofuel Company Limited. Interest and other income were Baht 74.86 million was from gain on disposal of property, plant and equipment in the amount of Baht 37 million. There was new investment in land at Pluakdaeng District, Chonburi Province for building of new plant. Interest income increased Baht 7 million from the investment of excess cash in the funds which providing high yield. Account and Finance Advisor asked the Meeting whether there were any questions or comments. Mr. Thongthot Phaenglart : Please clarify the details of “Unbilled receivable” at the end of 2015 total of Representative from Thai Investors Baht 1,023 Association Ms. Jongkolnee Tansuvan : Every end of each month, the Company will report the progress of Accounting and Finance Advisor construction projects to the owners. The recognized income which has not yet been due according to the contract will be shown under the caption of “Unbilled receivable”. As soon as the acceptance of work progress is completed, the invoice will be issued. At present, the invoices for all of unbilled receivable were issued at the end of 2015.
There was no any additional question from shareholders.
The Company Secretary proposed the Meeting to approve the Financial Statements for the year 2015 as ended 31st December 2015 with the majority vote of the shareholders attending the Meeting and casting their votes.
Resolution: The Meeting approved the Financial Statements as ended 31 December 2015 with the result of voting as follows: No. of Votes Percentage Approved 2,052,886,847 100.00 Disapproved 0 0.00 Abstained 0
Agenda 4 To consider and approve the retaining of the net profit for legal reserve and the dividend payment for the 2015 operating performance The Company Secretary informed the Meeting that the Company’s dividend allocation policy is approximately 40% of the net profit after deduction of taxation and legal reserve of the financial statements. However, the dividend payment can be changed and subject to the Company’s investment plan, necessity, other future appropriate reasons and under conditions to contribute high benefit for the shareholders such as loan repayment, investment fund for business expansion or on occasion of market environment change that may affect the Company’s cash flow in the future
- 23 - under the Board of Directors’ authority to consider and review the dividend policy. Nonetheless, the Board of Directors’ resolution to allocate the dividend payment must be subsequently proposed to the Shareholders’ Meeting for approval except for the interim dividend payment that the Board of Directors has the authority to approve prior to informing to the subsequent Shareholders’ Meeting for acknowledgement. The Board approved to propose the meeting of shareholders to consider and approve the retaining of the net profit for legal reserve and the dividend payment for the operation year 2015 as follows: 1. Legal reserve of Baht 15,403,890 or 3.86% of the 2015 net profit resulting the legal reserve as at the end of 2015 equaled to Baht 56,534,575 or 10% of the paid-up capital 2. Dividend payment up to Baht 116,939,761 or at the rate of Baht 0.025625 per share as per following details: 1) Stock dividend will be issued up to 570,437,860 ordinary shares with a par value of Baht 0.125 per share to the shareholders at the ratio of 8 existing shares per 1 new share or equivalent to the dividend at the rate of Baht 0.015625 per share. If there is a fraction of share remaining, due to insufficient number of shares to be converted into shares, a cash dividend at Baht 0.015625 per share will be paid instead. 2) Cash dividend at the rate of Baht 0.010000 per share or not exceeding Baht 45,635,029. The dividend will be deducted by withholding tax at the rate specified by law. The corporate income tax rate of the Company was 20%. The dates relevant to the dividend payment: - The date to determine the names of shareholders who have right to receive the dividend: 10 May 2016 - The date for gathering the names of shareholders under the Section 225 of the Securities and Exchange Act B.E.2535 (as amended) by closing the share register book: 11 May 2016 - The date for dividend payment: 26 May 2016
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or objection or proposed amendment.
The Company Secretary proposed the Meeting to approve the retaining of the net profit for legal reserve and dividend payment for the 2015 operating performance by the majority vote of the shareholders attending the Meeting and casting their votes. Resolution: The Meeting approved the retaining of the net profit for legal reserve of Baht 15,403,890 and dividend payment for the 2015 operating performance, not exceeding Baht 116,939,761 million or at the rate of not exceeding Baht 0.025625 per share (the rate of stock dividend not exceeding Baht 0.015625 per share and cash dividend not exceeding Baht 0.010000 per share with the result of voting as follows:
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No. of Votes Percentage
Approved 2,052,886,847 100.00 Disapproved 0 0.00 Abstained 0
Agenda 5 To approve the payment of directors’ bonus for the year 2015 performance The Company Secretary proposed the Meeting to approve the payment of directors’ bonus for 2015 performance. The Board of Directors had a resolution upon recommendation of the Remuneration and Nomination Committee and resolved to propose the payment of directors’ bonus for 2015 performance at the aggregate amount of Baht 1,860,000 to following directors: - Chairman Baht 660,000 - 3 Independent Directors, Baht 300,000 each Baht 900,000 (Consists of Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM., Mr. Arun Chirachavala and Assoc. Prof. Pises Sethsathira) - Pol. Gen. Jarumporn Suramanee, Ex-Independent Director Baht 300,000 (Pol. Gen. Jarumporn resigned from TRC’s director in January 2016)
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or objection or proposed amendment.
The Company Secretary proposed the Meeting to approve the directors’ bonus for the year 2015 performance by the vote of not less than two-thirds of the shareholders attending the Meeting. Resolution: The Meeting approved the payment of directors’ bonus for the year 2015 performance with the result of voting as follows: No. of Votes Percentage Approved 2,052,886,847 100.00 Disapproved 0 0.00 Abstained 0 0.00
Agenda 6 To consider and approve the election of directors to replace those retiring by rotation The Company Secretary declared the Meeting that there were three directors whose tenures were expired for the year 2016 as follows: 1. Mrs. Paichit Rattananon Chairman 2. Mr. Arun Chirachavala Independent Director and Audit Committee 3. Mr. Loh Eng Kee Director Biographies of three retried directors were presented to the Meeting.
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The Board of Directors by the opinion of the Remuneration and Nomination Committee proposed the Meeting to approve the re-appointment of three directors whose tenures were expired for another term. The Company Secretary then proposed the Meeting to individually approve and vote the election of directors in replacement of those retiring by rotation by the majority vote of the shareholders attending the Meeting and casting their votes. The Company Secretary asked the Meeting whether there were any questions or comments. There was no any question or comment from shareholders. Resolution: The Meeting approved the re-appointment of three directors whose tenures were expired, namely Mrs. Paichit Rattananon, Mr. Arun Chirachavala and Mr. Loh Eng Kee for another term with the result of voting for each director as follows: 1. Mrs. Paichit Rattananon Chairman No. of Votes Percentage Approved 2,052,586,847 100.00 Disapproved 0 0.00 Abstained 300,000 2. Mr. Arun Chirachavala Independent Director and Audit Committee No. of Votes Percentage Approved 2,052,586,847 100.00 Disapproved 0 0.00 Abstained 300,000 3. Mr. Loh Eng Kee Director No. of Votes Percentage Approved 2,052,586,847 100.00 Disapproved 0 0.00 Abstained 300,000
Agenda 7 To consider and approve the directors’ remuneration for the year 2016 The Company Secretary proposed the Meeting to approve the directors’ remuneration for the year 2016 for which the Board of Directors had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the Meeting for approval of the directors’ remuneration for the year 2016 at the same rate as year 2015 as follows:
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1. The Board of Directors 1.1 Monthly Remuneration Proposed for 2016 2015 Position Monthly Remuneration Monthly Remuneration (Baht per Person) (Baht per Person) Chairman 50,000 50,000 Chairman of the Audit Committee 25,000 25,000 4 Independent Directors 20,000 20,000 4 Executive Directors 10,000 10,000
1.2 Other Remunerations Proposed for 2016 2015 1. Chairman: To receive social 1. Chairman: To receive social security fund, contribution to security fund, contribution to provident fund, life insurance and provident fund, life insurance and group accident, health insurance, group accident, health insurance, car car & personal driver and oil fee. & personal driver, oil fee and members of golf club approximately of Baht 30,000 per year. 2. Warrants to Purchase the 2. Warrants Purchasing the Company’s Ordinary Shares to be Company’s Ordinary Shares to be Allocated to Directors and Allocated to Directors and Employees of the Company and Employees of the Company and Subsidiaries No.2 (ESOP-W2) Subsidiaries No.2 (ESOP-W2): All of directors of the Company and Sahakarn Wisavakorn Co., Ltd. received ESOP-W2 which offering on 1 July 2013 at 600,000 units each. Mr. Loh Eng Kee, new director in 2015 obtained 82,900 units of the ESOP-W2 from the additional allocation due to the resignation of some employees who got the ESOP- W2.
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2. Sub-Committee Proposed for 2016 2015 2.1 The Audit Committee Meeting Fee to independent Baht 10,000 per person per Baht 10,000 per person per directors attendance attendance 2.2 The Remuneration and Nomination Committee Meeting Fee to independent Baht 10,000 per person per Baht 10,000 per person per directors attendance attendance 2.3 The Corporate Governance Committee Meeting Fee to independent Baht 10,000 per person per Baht 10,000 per person per directors attendance attendance 2.4 The Risk Committee Meeting Fee to independent Baht 10,000 per person per Baht 10,000 per person per directors attendance attendance 2.5 The Executive Committee Only payment for the position of Only payment for the position of Executives and no remuneration for Executives and no remuneration for the position of the Executive the position of the Executive Committee Committee 2.6 The Management Committee Only payment for the position of Only payment for the position of Executives and no remuneration for Executives and no remuneration for the position of the Management the position of the Management Committee Committee The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders.
The Company Secretary proposed the Meeting to approve the directors’ remuneration for the year 2016 by the vote of not less than two-thirds of the shareholders attending the Meeting. Resolution: The Meeting approved the directors’ remuneration for the year 2016 as proposed with the result of voting as follows: No. of Votes Percentage Approved 2,052,886,847 100.00 Disapproved 0 0.00 Abstained 0 0.00
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Agenda 8 To consider and approve the appointment of the Company’s auditors and determination of their remuneration for the year 2016 Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM., Independent Director and Audit Committee informed the Meeting that the Board of Directors had a resolution upon recommendation of the Audit Committee to propose the Meeting to approve the appointment of the auditors from EY Office Limited as follows: 1. Ms. Rungnapa Lertsuwankul Certified Public Accountant (Thailand) No. 3516 and/or 2. Mr. Sopol Permsiriwallop Certified Public Accountant (Thailand) No. 3182 and/or 3. Ms. Pimjai Manitkajohnkit Certified Public Accountant (Thailand) No. 4521 and/or 4. Ms. Rosaporn Decharkom Certified Public Accountant (Thailand) No. 5659 Those four auditors have no any relationship, no any stake and/or any other conflict of interest in the Company, its subsidiaries, management, major shareholders or related person. There was also no any connected transaction with the Company and its subsidiaries. The aforementioned auditors were proposed to be the Company’s and Sahakarn Wisavakorn Company Limited’s auditors for year 2016 with the audit fee of up to Baht 1,000,000 and Baht 820,000, respectively. The 2015 audit fee of the Company was at Baht 930,000. The proposed 2016 audit fee represented 7.5% increase. The out-of-pocket expenses such as travelling and accommodation, fax and photocopying charges are to be reimbursed at actual cost. Chairman of Audit Committee asked the Meeting whether there were any questions or comments. Mr. Janewit Sombatcharoenwong, : What is the reason of the increase of audit fee of Baht 70,000 while it was Proxy from Ms. Jenjira increased of Baht 30,000 in 2015? Sombatcharoenwong Assoc. Prof. Aekkachai : Since the Company has more business transactions, especially connected Nittayagasetwat, PH.D., FRM., transactions with ASEAN Poatsh Chaiyabhum Public Company Limited. Chairman of Audit Committee The Board considered that the increase of Baht 70,000 audit fee is the suitable.
There was no any question or comment from shareholders. Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. proposed the Meeting to approve the appointment of the Company’s auditors and determination of remuneration of the year 2016 by the majority vote of the shareholders attending the Meeting and casting their votes. Resolution: The Meeting approved the appointment of the auditors from EY Office Limited to be the Company’s auditors for the year 2016 and determination of audit fee at the amount of up to Baht 1,000,000 as proposed with the result of voting as follows: No. of Votes Percentage Approved 2,053,427,097 100.00 Disapproved 0 0.00 Abstained 0
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Agenda 9 To consider and approve the issuance of not exceeding 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million CEO proposed the Meeting to approve the issuance of not exceeding 675,000,000 units of warrants at an offer price of Baht 0.00 to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million, with an exercise ratio of 1 unit of warrant per 1 new ordinary share The Company Secretary reported that the Company obtained the approval from the 2015Annual General Meeting for the issuance and offering of debentures to be offered through private placement in the amount of up to Baht 2,000 million for support the Company’s investment and the issuance of warrants to specific investors who subscribe debentures offered through private placement. At present, the Company still does not offer such debentures while the resolution of the warrant issuance will be expired at the 2016 Annual General Meeting of Shareholders. The Board also resolved to propose the meeting of shareholders to approve the issuance of warrants to investors who subscribe debentures of the company to offer limited again. Details of the warrants are still remained as the 2015 Annual General Meeting of Shareholders’ resolution as shown in the Enclosure 4 of the Notice.
CEO asked the Meeting whether there were any questions or comments. Mr. Surapol Inkham : I never see the issuance of debentures attached with warrants. Can the Shareholder debentures be issued separately? In my opinion, the warrants should be issued to shareholders. Ms. Jongkolnee Tansuvan, : The offering of debentures is one of the alternatives of source of fund of the Accounting and Finance Advisor Company. The Company has alternative whether to issue the warrants to debenture holders depending on the timing and money market situation. Mr. Thongthot Phaenglart : The resolution of issuance of debentures was approved in 2015, but no any representative from Thai Investors issuance. Is the resolution expired? Association Ms. Jongkolnee Tansuvan, : The 2015 Annual General Meeting of Shareholders approved the issuance of Accounting and Finance Advisor debentures to be offered by way of private placement; up to Baht 500 million for working capital and up to Baht 2,000 million for investment. The Company already offered debentures of Baht 200 million from Baht 500 million while no any offering for up to Baht 2,000 million debentures. The actual offering will be considered depending on the necessity. No need to propose the resolution of the issuance debentures for approval again
There was no any question or comment from shareholders of warrants to specific investors who subscribe debentures offered through private placement.
CEO proposed the Meeting to approve the issuance of up to 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million by the vote of not less than three-fourths of the shareholders attending the Meeting and having the rights to vote.
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Resolution: The Meeting approved the issuance of up to 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of up to Baht 2,000 million and approved two of four authorized directors namely Mrs. Paichit Rattananon, Mr. Smai Leesakul, Mr. Pasit Leesakul, Ms. Podchanee Phaosavasdi to be empowered to determine criteria, conditions, and other details related to the warrants. The said person(s) is authorized to set cause of newly issued shares reserved for adjusted exercise price and/or exercise ratio, take any other actions which are required and appropriate for the issuance of warrants by the vote of not less than three-fourths of the shareholders attending the Meeting and with the result of voting as follows: No. of Votes Percentage Approved 2,013,849,697 98.07 Disapproved 6,913,100 0.34 Abstained 32,664,300 1.59
Agenda 10 To approve the decrease of the registered capital from Baht 655,358,932.25 to Baht 570,655,282.625 consisting of 4,565,242,261 ordinary shares with a par value of Baht 0.125 per share, by cancelling the unissued ordinary shares which excessing the share reservation for the exercise of ESOP-W2 and to approve the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital The Company Secretary informed the Meeting to acknowledge the amendment to the Notices of the Meeting as follows: “To approve the decrease of the registered capital from Baht 655,358,932.25 to Baht 570,665,282.625 570,655,282.625 consisting of 4,565,242,261 4,565,322,261 ordinary shares with a par value of Baht 0.125, by cancelling the unissued ordinary shares which excessing the share reservation for the exercise of ESOP-W2 and to approve the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital” The Company Secretary proposed the Meeting to approve the decrease of the registered capital. At present, the Company recorded the registered capital of Baht 655,358,932.25 consisting of 5,242,871,458 ordinary shares with a par value of Baht 0.125 per share and the paid-up capital of Baht 566,853,708.875 consisting of 4,534,829,671 ordinary shares. There are unissued ordinary shares reservation for the 9th exercise of the ESOP-W2 total of 1,819,375 shares. Prior to the agenda to approve the capital increase, the Board agreed to propose the decrease of the registered capital of Baht 84,693,649.625 consisting of 677,549,197 shares with a par value of Baht 0.125 per share which are the unissued shares excessing the share reservation for the exercise of ESOP-W2. The registered capital will be decreased to Baht 570,665,282.625 consisting of 4,563,322,261 ordinary shares with a par value of Baht 0.125 per share and to propose the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital as follows:
Article 4 Registered capital Baht 570,665,282.625 (Five Hundred Seventy Million Six Hundred Sixty Five Thousand Two Hundred Eighty Two Baht Point Six Two Five Satang)
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Divided into 4,565,242,261 shares (Four Thousand Five Hundred Sixty Five Million Two Hundred Forty Two Thousand Two Hundred and Sixty One Shares) At the par value of Baht 0.125 (Zero point one two five Satang) Categorized into: Ordinary shares 4,565,242,261 shares (Four Thousand Five Hundred Sixty Five Million Two Hundred Forty Two Thousand Two Hundred and Sixty One Shares) Preferred shares - None -
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders of the decrease of the registered capital and the amendment to the Article 4 of Company’s Memorandum.
The Company Secretary proposed the Meeting to approve the decrease of the registered capital from Baht 655,358,932.25 to Baht 570,665,282.625 consisting of 4,565,242,261 ordinary shares with a par value of Baht 0.125 per share and to approve the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital by the vote of not less than three-fourths of the shareholders attending the Meeting and having the rights to vote.
Resolution: The Meeting approved the decrease of the registered capital from Baht 655,358,932.25 to Baht 570,665,282.625 consisting of 4,565,322,261 ordinary shares with a par value of Baht 0.125 and to approve the amendment to the Article 4 of Company’s Memorandum of Association in accordance with the decrease of registered capital with the result of voting as follows: No. of Votes Percentage Approved 2,046,513,997 99.66 Disapproved 6,913,100 0.34 Abstained 0 0.00
Agenda 11 To approve the increase of registered capital of Baht 155,708,160.25 consisting of 1,245,665,282 ordinary shares with a par value of Baht 0.125, the registered capital increased from Baht 570,655,282.625 to Baht 726,373,442.875 consisting of 5,810,987,543 ordinary shares with a par value of Baht 0.125 per share The Company Secretary informed the Meeting to acknowledge the amendment to the Notices of the Meeting as follows: “To approve the increase of registered capital of Baht 155,708,160.25 consisting of 1,245,665,282 ordinary shares with a par value of Baht 0.125 the registered capital increased from Baht 570,655,282.625 570,665,282.625 to Baht 726,373,442.875 consisting of 5,810,987,543 ordinary shares with a par value of Baht 0.125 per share”
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The Company Secretary proposed the Meeting to approve the increase of registered capital of Baht 155,708,160.25 consisting of 1,245,665,282 ordinary shares with a par value of Baht 0.125 per share. The registered capital increased from Baht 570,665,282.625 to Baht 726,373,442.875 consisting of 5,810,987,543 ordinary shares with a par value of Baht 0.125 per share for: (a) stock dividend payment 570,437,860 shares (b) the issuance of warrants to specific investors who subscribed debentures 675,000,000 shares (c) the ESOP-W2’s right adjustment 227,422 shares
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders.
The Company Secretary proposed the Meeting to approve the increase of registered capital by the vote of not less than three-fourths of the shareholders attending the Meeting and having the rights to vote.
Resolution: The Meeting approved the increase of registered capital of Baht 155,708,160.25 consisting of 1,245,665,282 ordinary shares with a par value of Baht 0.125 per share. The registered capital increased from Baht 570,665,282.625 to Baht 726,373,442.875 consisting of 5,810,987,543 ordinary shares with a par value of Baht 0.125 with a par value of Baht 0.125 per share with the result of voting as follows: No. of Votes Percentage Approved 2,046,513,997 99.66 Disapproved 6,913,100 0.34 Abstained 0 0.00
Agenda 12 To consider and approve the amendment to the Memorandum of Association to be consistent with the capital increase The Company Secretary proposed the Meeting to approve the amendment to the Article 4 of Memorandum of Association to be consistent with the capital increase in agenda 11 as follows: Article 4 Registered capital Baht 726,373,442.875 (Seven Hundred Twenty Six Million Three Hundred Seventy Three Thousand Four Hundred Forty Two Baht Point Eight Seven Five Satang) Divided into 5,810,987,543 shares (Five Thousand Eight hundred Ten Million Nine Hundred Eighty Seven Thousand Five Hundred and Forty Three Shares) At the par value of Baht 0.125 (Zero point one two five Satang) Categorized into: Ordinary shares 5,810,987,543 shares (Five Thousand Eight hundred Ten Million Nine Hundred Eighty Seven Thousand Five Hundred and Forty Three Shares) Preferred shares - None –
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The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders.
The Company Secretary proposed the Meeting to approve the amendment to the Memorandum by the vote of not less than three-fourths of the shareholders attending the Meeting and having the rights to vote.
Resolution: The Meeting approved the amendment to the Memorandum of Association to be consistent with the capital increase with the result of voting as follows: No. of Votes Percentage Approved 2,046,513,997 99.66 Disapproved 6,913,100 0.34 Abstained 0 0.00
Agenda 13 To consider and approve the allocation of 1,245,665,282 ordinary shares with a par value of Baht 0.125 per share The Company Secretary proposed the Meeting to approve the allocation of newly issued ordinary share as follows: (a) Up to 570,437,860 shares reserved for stock dividend payment (b) Up to 227,422 shares reserved for the 9th exercise of the ESOP-W2 (final exercise) adjustment due to stock dividend payment There will be the ESOP-W2’s right adjustment due to the stock dividend payment according to the conditions of ESOP-W2. The 9th exercise of the ESOP-W2 (final exercise) will be adjusted as below: Existing After Adjustment Exercise Price (Baht/share) 0.6060 0.538667 Exercise Ratio 1 Unit : 5.000 Shares 1 Unit : 5.625 Shares Note: In case there is fraction of shares from the exercised warrant calculation, such shares will be deleted. The adjustment of exercise price and exercise ratio will be effective since the first XD date onwards.
(c) Up to 675,000,000 shares reserved for the issuance of warrants to specific investors who subscribed debentures up to Baht 2,000 million
The Company Secretary asked the Meeting whether there were any questions or comments.
There was no any question or comment from shareholders.
The Company Secretary proposed the Meeting to approve the allocation of 1,245,665,282 ordinary shares with a par value of Baht 0.125 by the vote of not less than three-fourths of the shareholders attending the Meeting and having the rights to vote.
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Resolution: The Meeting approved the allocation of 1,245,665,282 ordinary shares with a par value of Baht 0.125 and approved the empower of the Board of Directors and/or the person(s) entrusted by the Board of Directors to consider and determine conditions, other details and to perform any other necessary actions related to the bond issuance and the capital increased share allocation and the ESOP-W2’s right adjustment and appropriate for the issuance of warrant by the vote of not less than three-fourths of the shareholders attending the Meeting and with the result of voting as follows: No. of Votes Percentage Approved 2,046,253,997 99.65 Disapproved 7,173,100 0.35 Abstained 0 0.00
Agenda 14 Other Matters CEO gave an opportunity to shareholders whose total shares were counted not less than one-third of total issued shares or not less than 1,511,609,890 to propose any other matters besides agenda as mentioned in the Meeting’s Notice according to the Public Limited Companies Act B.E. 2535, the second Paragraph of Section 105 paragraph 2. There was no any proposed other matter from shareholders. CEO asked the Meeting whether there were any questions or comments. The following were questions raised by shareholders. Mr. Thongthot Phaenglart : 1. Does the company has anti-corruption policy? representative from Thai Investors 2. How is the progress of litigation value Baht 20 million stated in Notes to Association Financial Statements which the Central Administrative Court rendered judgement on 20 May 2015? 3. Business Plan for 2016 Mr. Pasit Leesakul : 1. The Company has strict anti-corruption policy. Not long ago, Sahakarn Chief Executive Officer Wisavakorn Co., Ltd has co-signed in Integrity Pact for cooperation in preventing and resisting of governmental procurement corruption. Sahakarn Wisavakorn Co., Ltd. was awarded from Thailand Tobacco Monopoly, Ministry of Finance for the machinery installation project. Ms. Jongkolnee Tansuvan 2. For the case that the Central Administrative Court had rendered Accounting and Finance Advisor judgement, currently the governmental office lodged an appeal. In accounting perspective, the Company already recognized provision for contingent liabilities in amount of Baht 20 million in the financial statements. Mr. Pasit Leesakul 3. In 2016, the main business of construction is expected to continually be Chief Executive Officer accomplished as planned with current backlog on hand and the new bidding projects. As for the big project of Potash mining construction, it is currently in process of construction contract negotiation.
- 35 - In this year, the Company will focus more on investment development to achieve Company’s goal which is “To continually develop the investment project at least 4 projects within 2019”
Mr. Surapol Inkham : 1. Requested the Company Secretary to mentioned share amount together Shareholder with its value in the agenda related to capital raising for easier understanding of the shareholders 2. How is the quality of Poatsh produced by ASEAN Potash Chaiyaphum Public Company Limited compared to other producers? 3. Instruction to declare intention for shareholders interested in the Company’s debenture Ms. Ounruen Sujarittham : 1. The Company noted the comments and will improve accordingly The Company Secretary Mr. Smai Leesakul : 2. Potash in Udonthani province is Sylvite while the Potash in Director and Chairman of Executive Chaiyaphum province is Carnallite. The Sylvite contains potash in Committee larger percentage compared to Carnallite however, the Potash in ASEAN Potash Chaiyaphum Public Company Limited’s mine has advantages as follows: 1) The current trial mine, with 1 km.-length decline, is currently refurbishing for production. The commercial production is expected to be end of 2018 or beginning of 2019. For the other potash mines, they will need to proceed with geological study which will take 5-8 years. 2) Potash in APOT mine is shallowly contained with 180-200 meters deep from surface which result to low production cost. 3) It is the ASEAN industrial projects. There are ASEAN countries as shareholders such as Malaysia and Indonesia which together have demand of 5-6 million tonnages per year. Ms. Jongkolnee Tansuvan : 3. The Company has not yet appointed financial institution for issuance Accounting and Finance Advisor and offer of debenture. Once the process is carried out, the Company will publicize for information
Mr. Tapongsanamongkol : 1. What are the estimated gross profit and yearly revenue recognition table Chanyathammapoj for the potash mining construction project? Proxy from 2. Does the ASEAN Potash Chaiyaphum Public Company Limited has Ms. Petcharat Chanyathammapoj Potash Sale Agreement? 3. What is ASEAN Potash Chaiyaphum Public Company Limited’s study for possibility of selling price as potash is a commodity product which - 36 -
has vary selling price and can be different from assumption? 4. Progress of future investment projects. Mr. Smai Leesakul : For the questions related to ASEAN Potash Chaiyaphum Public Company Chairman of Executive Committee Limited, we would like to conduct a separate meeting for clarifications to shareholders Mr. Pasit Leesakul : - Revenue recognition of potash mining project will be S-Curve same as Chief Executive Office other construction project. At present, it is under process of survey and engineering design. Gross profit might be slight lower than piping since it is the large-scale project - The Company is currently studying on future investment projects. However, some projects are quite confidential and cannot be disclosed. The project that can be in open is oil transmission pipeline project from Saraburi Province to North and Northeast of Thailand. It is under consideration of project owner at the moment.
The Chairman informed that the Minutes of the 2016 Annual General Meeting of Shareholders will be posted on the Company’s website via www.trc-con.com, section of “Investor Relations” within 14 days from the meeting date.
The Board of Directors, management and staffs of the Company committed that the business would be cautiously operated under the good corporate governance. The company continuously obtained rewards from the Stock Exchange of Thailand. Moreover, the new generation’s management together with the support from the current team’s experience, the Company will firmly achieve sustainable growth. The Chairman expressed her thankfulness to all shareholders for attending the Meeting and then declared to adjourn the Meeting at 3.45 p.m.
- Signature- (Mrs. Paichit Rattananon) Chairman of the Meeting
We hereby certify that the information contained in this Minutes of the 2016 Annual General Meeting of Shareholders is accurate and complete.
- Signature- -Signature- (Mr. Pasit Leesakul) (Mrs. Podchanee Phaosavasdi) Director Director
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Enclosure 3 Biography of nominated directors for replacing the retiring directors whose tenure are expired
1. Mrs. Puangthip Silpasart (Age 62 years old) Independent Director, Audit Committee and Remuneration and Nomination Committee
Appointment Date to be TRC’s Director: 24 February 2016 Tenure as the director: 10 months (until December 2016)
Attendance in meetings during year 2016: Board of Directors Audit Committee Remuneration and Nomination Committee 4/5 2/3 1/1
Shareholding in TRC as at 28 March 2017: None Family Relationship among Executives: None Education: Bachelor of Arts (B.A.), English Major, Silpakorn University Training: - Thai Institute of Director Association: - Director Certification Program (DCP) 226/2016 - Role of the Chairman Program (RCP) 38/2016 - Ministry of Industry: Top Executive Program in Industrial Development and Investment (IBID) 2/2015 - Thailand Energy Academy, PTT Public Company Limited: Executive Program in Energy Literacy for a Sustainable Future (TEA) 6/2015 - Chula Unisearch, Chulalongkorn University: Power of the Kingdom 2/2014 - The Electronic Government Agency (Public Organization) (EGA): E-government Executive Program (CIO) 3/2013 - The National Intelligence Agency: National Security Management Course (NSMC) 2/2010 - The Office of the Civil Services Commission: The Civil Service Executive Program for Senior Civil Servants (Visionary Leadership: Program 1) 53/2007 - Exploration and Production of Petroleum Training Institute, Paris, France: Organizational Restructuring Program - The Office of the Permanent Secretary, Ministry of Energy: Energy Executive Development Program - 38 -
- Senior Executive Program, Sasin Graduate Institute of Business Administration of Chulalongkorn University
Position in TRC Construction Public Company Limited February 2016 - present Independent Director, Audit Committee and Remuneration and Nomination Committee
Position in other listed companies: Currently 1 company 2015 - present Director and Corporate Governance and Social Responsibility Committee The Electricity Generating Public Company Limited (EGCO) Business Type: Production of electricity Investment
Position in other non-listed companies: Currently 1 company 2015 - present Executive Director Technical Petroleum Training Institute Business Type: Training to workers in the petroleum business in Thailand
Working Experience in the last 5 years: 2014 - 2015 Director-General Department of Mineral Fuels, Ministry of Energy Business Type: Government Services 2013 - 2014 Deputy Director-General Department of Mineral Fuels, Ministry of Energy Business Type: Government Services 2008 - 2013 Director, Central Administration Bureau Department of Mineral Fuels, Ministry of Energy Business Type: Government Services
Position in the rival company/related to the company: None
Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against TRC during the year.
Note: The remuneration and Nomination Committee and the Board of Directors had opinion that Mrs. Puangthip in Independent director who is able to express opinion as independent and has skill fictions according related rules.
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2. Mr. Smai Leesakul (Age 61 years old) Authorized Director and Chairman of Executive Committee
Appointment Date to be TRC’s Director: 9 May 2007 Tenure as the director: 9 years 7 months (until December 2016)
Attendance in meetings during year 2016: Board of Directors Executive Committee 7/7 2/2
Shareholding in TRC as at 28 March 2017: 1.052% (54,046,635 shares) Family Relationship among Executives: Father of Mr. Pasit Leesakul, Director and Chief Executive Officer and Ms. Pavita Leesakul, Vice President, Corporate Affairs Division Education: Master of Management, SASIN Graduate Institute of Business Administration of Chulalongkorn University Training: - Thai Institute of Director Association: - Financial Statements for Directors (FSD) 18/2012 - Director Accreditation Program (DAP) 64/2007 - Thailand Energy Academy: Top Executive Program in Energy (TEA 8) - Commerce Academy, University of the Thai Chamber of Commerce: Top Executive Program in Commerce and Trade (TEPCoT 5) - Urban Green Development Institute Bangkok: Bangkok Metropolitan Administration Executive Program (Mahanakorn 1) - The National Defense College of Thailand: The Joint State-Private Sector Course (NDC 16) - Capital Market Academy: Capital Market Academy Leader Program (CMA 7)
Working Experience in the last 5 years TRC Construction Public Company Limited 2015 - present Chairman of Executive Committee 2007 - present Director 2013 - 2015 Risk Management Committee and Chairman of Management Committee 2009 - 2015 Remuneration and Nomination Committee 2007 - 2015 Chief Executive Officer
Position in other listed companies: None
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Position in other non-listed companies: Currently 6 companies April 2016 - present Vice Chairman of the Federation of Thai Industries and Chairman of Institute of Agro-based Industries The Federation of Thai Industries Business Type:- 2015 - present Director, Chief Executive officer and Managing Director ASEAN Potash Chaiyaphum Public Company Limited Business Type: Potash mining for fertilizer and chemical production 2011 - present Director TRC Engineering LLC (Sultanate of Oman) Business Type: Construction Services 2010 - present Director TRC Middle East LLC (Sultanate of Oman) Business Type: Construction Services 2008 - present Director TRC International Limited (Hong Kong) and TRC Investment Limited (Mauritius) Business Type: Investment and bidding of new projects 2007 - present Director Sahakarn Wisavakorn Company Limited Business Type: Construction Services 2007 - 2015 Chief Executive Officer Sahakarn Wisavakorn Company Limited Business Type: Construction Services 2014 Chairman Thailand Post Distribution Company Limited Business Type: Cargo and Warehouse Services 2012 - 2014 Vice Chairman Thailand Post Company Limited Business Type: Postal Services 2002 - 2013 General Secretary The Federation of Design and Construction Services of Thailand (FEDCON) Business Type: -
Position in the rival company/related to the company: None
Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against TRC during the year.
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3. Mr. Pasit Leesakul (Age 33 years old) Authorized Director, Chief Executive Officer, Chairman of Management Committee, Remuneration and Nomination Committee, Risk Management Committee and Executive Committee
Appointment Date to be TRC’s Director: 21 March 2013 Tenure as the director: 3 years 9 months (until December 2016)
Attendance in meetings during year 2016: Remuneration and Risk Management Board of Directors Executive Committee Management Committee Nomination Committee Committee 7/7 3/3 2/2 2/2 15/15
Shareholding in TRC as at 28 March 2017: 0.114% (5,850,000 shares) Family Relationship among Executives: Son of Mr. Smai Leesakul, Director and Chairman of Executive Committee and Mrs. Paichit Rattananon, Chairman and brother of Ms. Pavita Leesakul, Vice President, Corporate Affairs Division Education: Master of Business Administration: Corporate Finance Concentration, McCollum Graduate School of Business, Bentley University, U.S.A. Training: - Thai Listed Companies Association: Director Accreditation Program (DAP) 105/2013 - Thai Listed Companies Association: - TLCA Leadership Development Program (LDP 4) - TLCA Executive Development Program (EDP 7) - Econ Chula Association, Chulalongkorn University: Ultra Wealth Program 1 (UW 1) - Academy of Business Creativity, Sripatum University: Difference: How to Harness Business Creativity Program (ABC 3) - Faculty of Police Science, Royal Police Cadet Academy: Young Executive Program for law Enforcement (YPL 1) - King Prajadhipok’s Institute: Political Leadership in the New Era Program (PNP 2) - NIDA-Wharton: NIDA Executive Leadership Program (ELP 5) - 42 -
Working Experience in the last 5 years: TRC Construction Public Company Limited 2015 - present Chief Executive officer, Executive Committee, Chairman of Management Committee, Remuneration and Nomination Committee and Risk Management Committee 2013 - present Director 2011 - present Management Committee 2013 - 2015 Executive Vice President 2012 - 2015 Vice President, Commercial Division 2010 - 2012 Acting Vice President, Project Development and Investment Division
Position in other listed companies: None Position in other non-listed companies: Currently 3 companies 2015 - present Chief Executive officer Sahakarn Wisavakorn Company Limited Business Type: Construction Services 2014 - present Director Thai Investor Relations Club Business Type: - 2012 - present Director Sahakarn Wisavakorn Company Limited Business Type: Construction Services
Position in the rival company/related to the company: None
Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against TRC during the year. - 43 -
Enclosure 4 (F 53-4) Capital Increase Report Form TRC Construction Public Company Limited 8 March 2017 (The Board of Directors’ Meeting Date for Approval the Capital Decrease & Increase)
We, TRC Construction Public Company Limited (the “Company”), head office located at No. 8 Soi Sukhapiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok, hereby report the resolutions of the 3/2017 Board of Directors’ Meeting held on 8 March 2017 in respect of capital and share allocation in order to propose the 2017 Annual General Meeting of Shareholders as follows: 1. Capital reduction To approve a decrease of the registered share capital of the Company from Baht 726,373,442.88 to Baht 641,998,220.00 consisting of 5,135,985,760 ordinary shares with a par value of Baht 0.125. The registered capital reduction of Baht 84,375,222.88 consisting of 675,001,783 ordinary shares with a par value of Baht 0.125 is the portion of remaining unissued shares reserved for the issuance of warrants to specific investors who subscribe debentures in the amount of not exceeding Baht 2,000 million and stock dividend payment in 2016. 2. Capital increase To approve the increase of registered capital of Baht 91,714,031.25 consisting of 733,712,250 ordinary shares with a par value of Baht 0.125. The registered capital will be increased from Baht 641,998,220.00 to Baht 733,712,251.25 consisting of 5,869,698,010 ordinary shares with par value of Baht 0.125 for the issuance of stock dividend payment in 2017.
3. Allocation of newly issued shares 3.1 The allocation of newly issued shares will be as follows: Number Offering Price Share Subscription Share Allocation Ratio of Shares (Baht) Period For stock dividend to Not exceeding 7 existing shares: - See Note existing shareholders 733,712,250 shares 1 stock dividend
Note: The Board of Directors determined cash/stock dividend payment date to be on 26 May 2017. The date to determine the name of shareholders who have right to receive dividend to be on 9 May 2017 and the date for gathering the names of shareholders under the Section 225 of The Securities and Exchange Act B.E.2535 by closing the share register book to be on 11 May 2017. - 44 -
3.2 The Company’s plan in case where there is a fraction of shares remaining The Company will pay cash dividend at Baht 0.0178571 per share for any fraction of shares. 3.3 Remaining shares not yet allocated - None -
4. Determination the date for the shareholders’ meeting for approval of capital increase and allocation for capital increase The Board of Directors determined the date for the 2017 Annual General Meeting of Shareholders (“The 2017 AGM”) to be on Friday 28 April 2017, at 2.00 p.m., at the 2nd Floor, Multifunction Room of TRC Building, No.8 Soi Sukhapiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok.
The share register book’s record date to determine the shareholders’ right to attend the shareholders’ meeting is scheduled to be on 22 March 2017, and the share register book closing date for collecting shareholders’ name under Section 225 of the Securities and Exchange Act B.E. 2535 is scheduled to be on 23 March 2017.
The share register book’s record date to determine the shareholders’ right to obtain the cash/stock dividend is scheduled to be on 9 May 2017, and the share register book closing date for collecting shareholders’ name under Section 225 of the Securities and Exchange Act B.E. 2535 (Edit Additional Information B.E. 2551) is scheduled to be on 11 May 2017.
5. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (If any) 5.1 The 2017 Annual General Meeting of Shareholders: Approval for capital increase 5.2 Department of Business Development, The Ministry of Commerce: The registration of registered and paid- up capital 5.3 The Stock Exchange of Thailand: The approval for listing the newly issued ordinary shares on the Stock Exchange of Thailand
6. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase The allocation of stock dividend is a return of investment to shareholders.
7. Benefits which the Company will receive from the capital increase/share allotment 7.1 To increase the Company’s stock liquidity 7.2 To retain the working capital for company’s operation
8. Benefits which the shareholders will receive from the capital increase/share allotment 8.1 The strong financial position will enhance the successful business according to the plan which the shareholders shall obtain the benefit directly.
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8.2 Shareholders shall receive the stock dividend with the same rights as existing shares such as right for dividend, shareholder attendance and voting right. Stock dividend shares are also be listed on the SET as well. 8.3 Dividend policy: The Company has a policy to pay dividends approximately 40% of its net profit after tax and legal reserve. However, the dividend payout may be changed subject to future investment plans, and any other actions that deem necessary and appropriate under the condition that those actions must be taken for the best interests of shareholders such as the provision for loan repayment, funding for business expansion, or in the case of any adverse change of marketing situation that may affect the Company’s future cash flow. The Board of Directors is authorized to consider the dividend payment, however, the resolution of dividend payment must be further proposed for approval of Shareholders’ Meeting except for the case of interim dividend payment as the Board of Directors has the authority to approve prior to informing the interim payment to the subsequent Shareholders’ Meeting.
9. Others necessary details for shareholders to approve the capital increase/share allotment - None - 10. Schedule of actions where the Board of Directors of the Company passes the resolution to approve the capital increase or allotment of new shares Schedule Date The 3/2017 Board of Directors’ Meeting 8 March 2017 The date to determine the name of shareholders who have right for 22 March 2017 attending the 2017 AGM (Record Date) The registered book closing date for collecting the names of 23 March 2017 shareholders who have right to attend the 2017 AGM The 2017 AGM 28 April 2017 Registration of Capital Reduction and Capital Increase with the Ministry Within 14 days from the meeting of shareholders of Commerce date The date to determine the names of shareholders who have right to 9 May 2017 receive the dividend (Record Date) The registered book closing date for gathering the names of 11 May 2017 shareholders who have right to receive dividend Dividend payment date 26 May 2017 Registration of the change of paid-up capital with the Ministry of The Company is going to proceed the registration of Commerce the change of paid-up capital within 14 days from the share allocation date
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The Company hereby certifies that the information contained in this report from is true and complete in all respect. Please be informed accordingly Yours faithfully
Authorized Director (Mr. Pasit Leesakul) Director and Chief Executive Officer
Authorized Director Mrs. Podchanee Phaosavasdi Director
- 47 -
Enclosure 5 The Articles of Association regarding the Shareholders’ Meeting
Chapter 3 Board of Directors
13. The Board of Directors of the Company shall comprise at least five (5) and no less than half of the directors shall have a domicile in Thailand and the directors of the Company shall have qualifications stipulated by the law.
A director is prohibited from being a partner or unlimited partner in a business entity or hold a director position in a private company or any other company that conducts a similar type of business or in competition against the Company’s business activities, except where the General Meeting of Shareholders is notified prior to the appointment resolution.
In conducting the Company’s business, the directors shall discharge their duties in accordance with the laws, objectives and Articles of Association of the Company, as well as the resolution of the General Meeting of Shareholders, with loyalty, honesty and due care of the Company’s interest.
The director shall promptly inform the Company, in the case where the director has any direct or indirect interest in any contract entered into by the Company during any fiscal year or any debenture in the Company and the subsidiary by stipulating the total amount increased or decreased during the fiscal year.
14. Selection of the Board of Directors shall be made by majority vote at the General Meeting of Shareholders according to the following rules and procedures: (1) Each shareholder is entitled to one vote for each share held; (2) The shareholders shall cast their votes to elect the director on an individual basis; (3) The persons with the highest votes shall be elected as the directors, in order of the votes received, in the number equivalent to the number of directors to be elected at such meeting. In case of a tie of votes received by the persons elected to the directors, in excess of the number of directors to be elected at the meeting, the chairperson of this meeting shall have the final casting vote.
15. At each Annual General Meeting, one-third of the directors, or if their number is not a multiple of three, then the number nearest to one-third, must retire from office.
Directors retiring in the first and second year subsequent to the registration of Company shall be determined by a draw of lots. In the subsequent years, the director who is in the office for the longest period shall retire. A retiring director is eligible for re-election.
16. The directors shall be entitled to receive remuneration from the Company in the forms of prized money, meeting remuneration, remuneration, bonus or other kinds of compensation in accordance with the Articles of Association or as - 48 -
approved by the General Meeting of Shareholders, which amount may be fixed or regulated and may be fixed from time to time or for such period until there is a change. In addition, the directors shall be entitled to allowance and welfare in accordance with the regulations of the Company.
The provision in the first paragraph shall not prejudice the rights of the staff or employee of the Company, who is elected as the director, to receive any remuneration and benefit as the staff or employee of the Company.
17. Other than retiring by rotation, the director shall cease to be in the position upon: (1) death; (2) resignation; (3) being disqualified or prohibited by law; (4) being removed by the resolution of the General Meeting of Shareholders; (5) being removed by the court order.
18. Any director may resign from his/her position by submitting his/her resignation letter to the Company. The resignation shall become effective when the Company receives the resignation letter.
The director, who resigns pursuant to the first paragraph, may also notify the registrar of his/her resignation.
19. In the case of any vacancy among the members of the Board of Directors occurring otherwise than by rotation, the Board of Directors shall elect a person, who is qualified and does not possess any qualifications prohibited by law, to be a director in his/her place at the next Board of Directors meeting, unless the remaining term of such director is less than 2 months. Any person so appointed shall retain office only during such time as the remaining term of the director, whom he/she replaces.
The resolution of the Board of Directors under paragraph one shall require an affirmative vote of at least 3/4 of the remaining directors.
20. The General Meeting of Shareholders may resolve to remove any director prior to the expiration of his/her term. Such resolution shall require an affirmative vote of not less than 3/4 of the number of shareholders attending the meeting and entitled to vote and holding altogether no less than half of the total shares held by the shareholders attending the meeting and entitled to vote.
21. The Board of Directors shall appoint one of the directors as Chairman of the Board of Directors.
The Board of Directors may elect one or more directors to be the Vice Chairman as it may deem appropriate. The Board of Directors may delegate one or more directors to undertake any actions on behalf of the Board.
- 49 -
22. At any Board of Directors Meeting, a quorum shall consist of at least half of the total number of directors. In case that the Chairman of the Board is not present or is unable to perform his duty, the Vice Chairman shall preside over the meeting. If there is no Vice Chairman or the Vice Chairman is unable to perform his duty, the directors present shall elect one director to be the chairman of the meeting.
The resolution of the Board of Directors shall require majority vote.
Each director shall have one (1) vote, except for a director, who has an interest in any matter shall not be entitled to vote in such matter. In case of a tie of vote, the chairman shall have additional casting vote.
23. Meeting of the Board of Directors shall take place at least once every three (3) months. The Board of Directors may hold Board Meetings where the head office is located or in any other venue of their choice which is considered appropriate.
24. In calling the Meeting of the Board of Directors, the Chairman of the Board or a designee, shall send a notice of invitation to the director no less than seven (7) days in advance, except in an emergency case to protect the Company’s rights or benefits, a notice may be given by any other means and the notice period may be shortened.
Any 2 directors may request the Chairman of the Board to call a Meeting of the Board of Directors. Under such circumstances, the Chairman of the Board of Director or a director assigned by the Chairman shall decide on a date to hold the Meeting of the Board of Directors within 14 days of the request being made.
25. The Company’s authorized directors shall be two (2) directors jointly sign together with the Company’ seal affixed.
However, the General Meeting of Shareholders or the Board of Directors Meeting may fix the names of the authorized directors whose signatures together with the Company’ seal shall bind the Company.
26. The Board of Directors may appoint other persons to carry out the Company’s business under the Board of Director’s supervision or may confer upon such other persons such powers as they think fit and for such time as they think expedient and they may revoke, withdraw, after or vary any of such powers.
Chapter 4 Meeting of Shareholders
27. The Board of Director shall hold an annual general meeting of shareholders within four (4) months of the end of the Company fiscal year.
All other general meetings are called Extraordinary General Meetings. The Board of Directors may summon an Extraordinary General Meetings whenever they think fit. Any shareholder holding in aggregate of 1/5 of the total shares sold by the Company or at least 25 shareholders holding altogether no less than 1/10 of the total shares sold by the Company may at any time submit a written request to the Board of Directors to call the Extraordinary General Meeting. - 50 -
Such written request shall clearly specify the reason for the summon of the meeting. In such case, the Board of Directors shall convene the meeting for the shareholders within 1 month from the date of receipt of the written request from the shareholder.
28. In calling the General Meeting of Shareholders, the Board of Directors shall prepare an invitation notice, specifying the venue, date, time, agenda and the matters to be proposed to the meeting together with reasonable details by stipulating whether such matter is proposed for acknowledgment, approve or consideration, including the opinion of the Board of Directors on such matters and send to the shareholders at least seven (7) days prior to the date of the meeting and publicize such notice in the newspaper for 3 consecutive days at least 3 days prior to the date of the meeting.
The General Meeting of Shareholders may be held in the location where the Company’s head office is situated or other province in the Kingdom of Thailand.
29. At a General Meeting of Shareholders, any shareholder may attend and vote at the meeting by proxy. The instrument appointing a proxy shall be dated and signed by the shareholder and shall be in a form prescribed by the registrar.
The instrument of appointment of the proxy must be deposited with the Chairman of the Board or the person appointed by the Chairman at the meeting before the proxy attends the meeting.
30. At a General Meeting of Shareholders, a quorum shall require the presence of at least 25 shareholders and proxy holders (if any) holding no less than 1/3 of the total shares issued by the Company, or the presence of shareholders and proxy holders amounting to no less than half of total shareholders outstanding and having a combined shareholding no less than 1/3 of total shares issued by the Company to qualify as a quorum.
In case that such required quorum is not present within 1 hour from the scheduled time of the meeting, if such meeting is called pursuant to a request from the shareholder, such meeting shall be cancelled. If it is called otherwise than by a request from shareholder, such meeting shall be re-summoned and a notice of invitation shall be given to the shareholders no less than 7 days prior to the date of the meeting. At such re-convened meeting, a quorum shall not be required.
At the General Meeting of Shareholders, the Chairman of the Board of Directors shall serve as chairperson of the meeting. If the Chairman is not present or unable to perform his/her duties, the Deputy Chairman (if any) shall serve as chairperson. In the absence of a Deputy Chairman or if he/she is unable to perform his/her duties, the shareholders shall nominate one of the shareholders present at this meeting to act as chairperson.
31. Every shareholder shall have one vote for each share and the resolutions of the General Meeting of Shareholders shall require the affirmative vote as follows: (1) In an ordinary case, the majority vote of the shareholders present and vote at the meeting, and in case of a tie of votes, the Chairman shall have additional casting vote; - 51 -
(2) In the following cases, 3/4 of the total votes of the shareholders present and entitled to vote at the meeting: (a) sales or transfer of all or substantial part of the business of the Company to other person; (b) Purchase or accept the transfer of business of other company or other limited liability company; (c) Entering into, amending or terminating contract concerning the lease of all or substantial part of the business of the Company, designating other person to manage the business of the Company or any merger of the business with other person with an objective to share profit and loss; (d) amendment to the Memorandum of Association or the Articles of Association of the Company; (e) increase or decrease of the capital of the Company or issuance of debentures of the Company; (f) merger or dissolution of the Company
32. Annual General Meetings shall be summoned for the purpose of: (1) Reviewing the report of the Board of Directors covering the Company’s performance during the previous year; (2) Considering and approving the balance sheet and the profit and loss statement of the preceding fiscal year; (3) Considering the allocation of profits and reserve; (4) Election of new director in place of the director who is retired by rotation and fixing remuneration; (5) Appointment of the auditor and fixing his remuneration. (6) Other business.
33. In the case that the Company or its subsidiary enter into a connected transaction or a transaction concerning acquisition or disposal of assets of the Company or the subsidiary according to the definition and criteria prescribed by the notification of the Stock Exchange of Thailand applicable to the connected transaction of a registered company or an acquisition or disposal of the assets of a registered company, as the case may be, the Company shall follow the rules and procedures prescribed by such relevant notification.
Chapter 5 Accounts, Finances, and Financial Audit
34. The Company fiscal year commences on 1 January and ends on 31 December of each year.
35. The Company shall prepare and maintain its books and accounts, including audited account in accordance with the applicable law and shall prepare the balance sheet and profit and loss statement at least once every 12 months, which is the Company’s fiscal year.
The Company’s books and accounts shall be kept in Thai with English captions, and shall be maintained according to internationally recognized accounting standards generally acceptable in Thailand and the applicable law.
36. The Board of Directors shall cause a balance sheet to be made as at the end of the Company fiscal year to be proposed to the General Meeting of Shareholders at the Annual General Meeting for approval. The Board of Directors shall have - 52 -
the balance sheet and profit and loss account audited by the Company’s auditor before submitted to the General Meeting.
37. The Board of Director shall send the following documents to the shareholders together with the notice of the Annual General Meeting: (1) Copy of the audited balance sheet and profit and loss statement together with the auditor’s report; (2) The Board of Directors annual report.
38. The auditor shall have a duty to attend all General Meeting of Shareholders, where the balance sheet and profit and loss statement and matters relating to the Company’ s account are considered so as to explain the audit of account to the shareholders. The Company shall provide the auditor with the reports and documents of the Company to be sent to the shareholders at such General Meeting. The Company must not be a director, staff, employee nor hold any position in the Company.
The auditor shall have the power to examine any books and accounts and other evidence of any income, expense, as well as assets and liabilities of the Company during the Company’s business hours and shall have the right to call the director, staff and employee of the Company to give any statement and explanation as necessary for the discharge of the auditor’s duty. The auditor shall prepare the report on balance sheet and account to be proposed to the Annual general Meeting and shall state in such report whether the balance sheet is duly prepared and reflects the true and correct business of the Company.
39. No dividend may be declared except from the profits. In case that the Company has retained loss, no dividend shall be declared.
Except in the case of preferred shares, where these Articles stipulate otherwise, the dividend shall be allocated equally in accordance with the number of shares.
The declaration of dividend shall be approved by the General Meeting of Shareholders.
The Board of Directors may from time to time to pay to the shareholders such interim dividends as appear to the Board of Directors to be justified by the profits of the Company and shall report such payment to the next General Meeting of Shareholders.
The payment of dividend shall be made within 1 month from the date of resolution of the General Meeting or the Board of Directors, as the case may be. Notice of any dividend that may have been declared shall be given by letter to each shareholder and announced in a newspaper for at least 3 consecutive days. No interest shall accrue if the dividend is paid within the period of time prescribed by the law. - 53 -
40. In the event that the paid-up capital has not reached the registered share capital or the Company has already registered for a share increase, the Company may select to pay dividends in full or in part by issuing new shares to shareholders, subject to the resolution of the General Meeting of Shareholders.
41. The Company must appropriate to a reserve fund at least 5% of the annual net profits less retained loss carried forward (if any), until the reserve fund reaches 10% of the capital of the Company.
Subject to the resolution of the General Meeting of Shareholders, the Company may apply general retained earnings, retained earnings required by law, and premium to share capital, to offset accumulated losses the Company may have.
Chapter 6 Capital Increase or Write-down
42. The Company may increase its capital above the level which has been registered by issuing additional new shares, and may offer subscription for all or part of the new shares. Subscription will give priority to rights issue to existing shareholders in proportion to shares currently held or through a public offer either in part or in full, as follows: (1) All issued shares have been paid-up or in the event that some of the shares have not been fully subscribed. Remaining shares must be available to support the exercise of convertible debentures or share warrants. (2) Resolution of the General Meeting of Shareholders is reached by vote comprising no less than three-fourths (3/4) of the shareholding represented at the meeting who is eligible to vote, and (3) Within 14 days of the resolution being passed, the Share Registrar shall be notified of the intention to increase capital.
Through resolution of the General Meeting of Shareholders, the share allocation described in the first paragraph may be mandated to the Board of Directors of the Company to assess the price and number of shares to be offered.
43. The Company is entitled to write-down its capital from the level registered by reducing the par value of shares or decreasing the number of shares or cancelling any unpaid share capital. However, it is prohibited from reducing capital beyond one-fourth (1/4) of total share capital.
If the Company has accumulated losses, but a write-off conducted according to Article 41 still leaves some remaining accumulated losses, the Company may write-down capital beyond one-fourth (1/4) of total share capital.
The extent and methodology chosen to reduce share capital according to the first paragraph is subjected to the resolution of the General Meeting of Shareholders which must be reached by vote comprising no less than three-fourths (3/4) of the shareholding represented at the meeting who is eligible to vote. Subsequently, the Company must register the change in share capital within 14 days of the resolution being reached.
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Enclosure 6
Guideline & Practice for Attending the 2017 AGM and Granting of Proxy TRC Construction Public Company Limited on Friday 28 April 2017 at 2.00 p.m. at the 2nd Floor, Multifunction Room of TRC
1. Documents and Evidences to be Declared on the Meeting Day Shareholders: Present Identification Card or Government Official Identification Card or passport (for non-Thai nationals) unexpired for registration. Proxy: Proxy holder submits the proxy form by proceeding as follows: 1. Fill in the required information clearly and sign the proxy form. The Company recommends shareholders use Proxy Form B as the Enclosure 8 and declare your vote(s) for each agenda item. (1) In case proxy grantor is ordinary person: Please enclose copies of the identification card/passport (for non-Thai nationals) of the proxy grantor. (2) In case proxy grantor is juristic person or custodian: (a) Please enclose copies of the Affidavit of the Juristic Person and identification card/passport (for non-Thai nationals) of the director/s who has/have the authority to sign the proxy. (b) Please enclose evidences of proxy grantor in accordance with (2) (a), depending on the case, with the Power of Attorney of shareholders to the custodian. 2. All copies of the documents must be certified as true. 3. If a shareholder prefers to appoint TRC’s director to be the proxy holder, please appoint one of the following directors. 1. Assoc. Prof. Aekkachai Nittayagasetwat, Independent Director and PH.D., FRM. Chairman of Audit Committee 2. Mrs. Puangthip Silpasart Independent Director and Audit Committee (Biography of three directors which may be appointed as proxy for attending the meeting are as per the Enclosure 7.) 4. For your convenience, please deliver the proxy form to TRC at least two days prior to the Meeting day. Note: If there is any change of Title/Name/Surname of Meeting Participants, please present the evidence to verify that change. - 55 -
2. Registration for Attending the Meeting Examining the completion of the Proxy Form and registration for attending the Meeting will be started from 1.00 p.m. on Friday 28 April 2017 at the 2nd Floor Multifunction Room of TRC, as per the map according to the Enclosure 9.
3. Casting the Votes and the Result 1. The resolution of Agenda for approval is needed the votes as mentioned in the Notice of Meeting of Shareholders. A shareholder shall have one vote per share; 2. For agenda 6: To consider and approve the election of directors to replace who those retiring by rotation, the votes for the appointment of each director were separated individually. The splitting votes among the candidates is forbidden. 3. The meeting’s final decision or resolution shall be made by voting method and one share shall be counted as one vote notwithstanding the manner of voting. In case of equality of votes, the Chairman of the meeting shall be entitled to cast a vote for final decision whether or not he/she is a shareholder of the Company. Any shareholders are the stakeholders towards the matters to be voted, those have no right to vote except for the director election where there is no restriction. 4. Any shareholder who appoints a proxy by checking a mark provided in Clause (4) of the proxy is directed to vote pursuant to the shareholder’s purpose, will not have to cast the vote in the ballot distributed in the meeting room since the Company will collect and record the number of votes specified in the Proxy Form at the time of the registration for attending the Meeting. 5. The Chairman of the Meeting shall inform the Meeting the number of votes at the end of each agenda. Any shareholder present in person and by proxy (who is not directed or clearly directed by the shareholder to vote pursuant to the shareholder’s purpose as specified in the Proxy Form) may cast his/her/its votes at his/her/its own discretion by filling or checking in the ballot distributed by the Company in the Meeting and then returning such completed ballot to the officer of the Company. In light of this, the Company will collect, combine and record the number of votes received there from, from the Proxy Form appointing the director of the Company as the proxy, and from the votes that have already been collected at the time of registration for attending the Meeting as mentioned above. Thereafter, such total number of votes will then be furnished to the Chairman in order for her to announce in the Meeting as to the number of approving, non-approving, and abstaining votes of each of such particular agenda. In order to calculate such number of votes in each particular agenda, the number of shares to be used will be the latest number of shares held by the shareholders attending the Meeting in each of such agenda.
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Enclosure 7
Biography of proposed directors to act and represent as proxy of the shareholders at the Meeting
Independent directors that shareholders could grant proxy
Name Assoc. Prof. Aekkachai Mrs. Puangthip Silpasart Nittayagasetwat, PH.D., FRM. Age 53 years 62 years Position Independent Director and Independent Director and Chairman of Audit Committee Audit Committee Address 99/400 Soi Pheuksachart, Saphan Sung 411/1 Soi Ratchada Niwet, Sam Saen District Bangkok 10240 Nok, Huaikhwang District Bangkok 10310 Conflict of interest of the 2017 AGM’s 5 and 7 5, 6 and 7 Agenda Shareholding in TRC as at 28 March 2017 - Amount 4,743,748 Shares or 0.092% -None-
- The total shares with voting rights 4,743,748 Votes or 0.092% -None- Family Relationship among Executives -None- -None- Two proposed directors have no any conflicts of interest with the Company, its subsidiaries, associate and connected persons both at present and for the past two years: - A director participating in management -No- -No- of work, employees, or an advisor with regular salary - A professional service providers -No- -No- (e.g. auditor, legal advisor) - A business relationship that might be -None- -None- prejudicial to independently performing the function of independent director - 5 7 -
Definition of Independent Director Nomination Process of the Independent Directors The Remuneration and Nomination Committee shall preliminary consider suitable persons whose qualifications are in accordance with the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand. Also, the candidates shall have useful knowledge and capability that are useful for the Company. The suitable candidates will be proposed to the Board of Directors and the Shareholders’ Meeting for approval, respectively. (Only the increase of the number of directors and the election of directors in replacement of directors who retired by rotation shall be approved by the Shareholders’ Meeting.) Qualifications of the Independent Director The qualifications of the independent director are set out in accordance with the regulations of the Securities Exchange Commission as follows: 1. Not hold shares exceeding 0.75 percent* of the total number of voting shares of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person including shares held by related persons of the independent director. 2. Not be nor have been an executive director, officer, employee, controlling person or advisor who receives a salary, of the Company, its parent company, subsidiary, same-level subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two (2) years prior to the date of appointment. This restriction shall not apply to an independent director who has been a government officer or an advisor to a government authority that is a major shareholder or controlling person of the Company. 3. Not be a person related by blood or registration under law, such as a father, mother, spouse, sibling, or child, including spouses of children, executives, major shareholders, controlling persons, or persons to be nominated as executives or controlling persons of the Company or its subsidiaries. 4. Not have nor have had a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, in a manner which may interfere with his or her independent judgment, and neither being nor having been a substantial shareholder or controlling person of any entity having business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person who may have a conflict of interest unless the foregoing status ended not less than two (2) years prior to the date of appointment. 5. Neither nor have been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person nor be a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing relationship ended not less than two (2) years from the date of appointment. 6. Neither nor have been any kind of professional advisor including a legal advisor or financial advisor who receives an annual service fee exceeding two (2) million baht from the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and neither nor have been a substantial shareholder, controlling person or partner of the professional advisor unless the foregoing relationship ended not less than two (2) years from the date of appointment. * Note: This requirement was previously be set not exceeding 1%; however, to be in accordance with the good corporate governance practice, the 3/2012 Board of Directors Meeting held on 19 March 2012 resolved to amend the percentage of shareholding to not exceeding 0.75%. ส่ิงที่ส่งมาดว้ ยลา ดบั ที่ 8 Enclosure 8 แบบหนังสือมอบฉันทะ แบบ ข. (แบบที่กำหนดรำยกำรต่ำง ๆ ที่จะมอบฉันทะที่ละเอียดชัดเจนตำยตัว) Proxy Form B อากรแสตมป์ เขียนที่ ...... 20 บาท Duty Stamp Written at Baht 20 วันที่ ...... เดือน ...... ปี ...... Date Month Year (1) ข้าพเจ้า ...... สัญชาติ ...... I / We Nationality อยบู่ า้ นเลขที่ ...... ถนน ...... ตาบล / แขวง ...... Address Road Sub – District อาเภอ / เขต ...... จังหวัด ...... รหัสไปรษณีย์ ...... District Province Zip Code (2) เป็นผู้ถือหุ้นของบริษัท ทีอาร์ซี คอนสตรัคชน่ั จา กดั (มหาชน) (being a shareholder of TRC Construction Public Company Limited) โดยถือหุ้นจา นวนท้งั สิ้นรวม ...... หุ้น และออกเสียงลงคะแนนไดเ้ ทา่ กบั ...... เสียง ดงั น้ี holding the total amount of share (s) and the voting right equals to vote (s) as follows หุ้นสามัญ ...... หุ้น และออกเสียงลงคะแนนไดเ้ ทา่ กบั ...... เสียง ordinary shares share (s) and the voting right equals to vote (s) (3) ขอมอบฉันทะให้ (Hereby appoint) (1) ชื่อ/ Name ...... อายุ/ Age ...... ปี อยบู่ า้ นเลขที่/ Address ...... ถนน/ Road ……………………………………… ตาบล/แขวง/ Sub-District ...... อาเภอ/เขต/ District ...... จังหวัด/ Province ……...... รหัสไปรษณีย์/ Zip Code ...... (2) ชื่อ/ Name ...... อายุ/ Age ...... ปี อยบู่ า้ นเลขที่/ Address ...... ถนน/ Road ……………………………………… ตาบล/แขวง/ Sub-District ...... อาเภอ/เขต/ District ...... จังหวัด/ Province ……...... รหัสไปรษณีย์/ Zip Code ...... (3) ชื่อ/ Name ...... อายุ/ Age ...... ปี อยบู่ า้ นเลขที่/ Address ...... ถนน/ Road ……………………………………… ตาบล/แขวง/ Sub-District ...... อาเภอ/เขต/ District ...... จังหวัด/ Province ……...... รหัสไปรษณีย์/ Zip Code ...... (4) รศ.ดร.เอกชัย นิตยำเกษตรวัฒน์ กรรมกำรอิสระ อายุ/ Age 53 ปี / years Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. Independent Director อยบ้านเลขทีู่่ 99/400 ซอยพฤกษชาติ แขวงสะพานสูง เขตสะพานสูง กรุงเทพมหานคร 10240 Address 99/400 Soi Pheuksachart, Saphan Sung District, Bangkok 10240 การมีส่วนไดเ้ สียในวาระที่เสนอในการประชุม: วาระที่ 5 และ 7/ Conflict of Interest: Agenda 5 and 7 (5) นางพวงทิพย์ ศิลปศาสตร์ กรรมกำรอิสระ อายุ/ Age 62 ปี / years Mrs. Puangthip Silpasart Independent Director อยบ้านเลขทีู่่ 411/1 ซอยรัชดานิเวศน์ แขวงสามเสนนอก เขตห้วยขวาง กรุงเทพมหานคร 10310 Address 411/1 Soi Ratchada Niwet, Sam Saen Nok, Huaikhwang District Bangkok 10310 การมีส่วนไดเ้ สียในวาระที่เสนอในการประชุม: วาระที่ 5 6 และ 7/ Conflict of Interest: Agenda 5,6 and 7
คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในกำรประชุมสำมัญผู้ถือหุ้นประจ ำปี 2560 ในวันศุกร์ที่ 28 เมษำยน 2560 เวลำ 14.00 น. ณ ที่ทา การบริษทั ทีอาร์ซี คอนสตรัคชน่ั จา กดั (มหาชน) ห้องมลั ติฟังกช์ น่ั ช้นั 2 เลขที่ 8 ซอยสุขาภิบาล 5 ซอย 32 แขวงทา่ แร้ง เขตบางเขน กรุงเทพมหานคร 10220 หรือที่พึงจะเลื่อนไปในวัน เวลา และสถานที่อื่น Anyone of the above as my/our proxy holder to attend and vote at the 2017 Annual General Meeting of Shareholders on Friday 28 April 2017 at 2.00 p.m. at the 2nd Floor, Multifunction Room of TRC Building, No.8 Soi Sukhaphiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220 or on the date and at the place as may be postponed or changed.
หน้า 1 ของจานวน 8 หน้า (Page 1 of 8) ท้งั น้ี ผถู้ ือหุ้นสามารถมอบฉันทะให้กรรมการอิสระทา่ นใดทา่ นหน่ึงของบริษัทฯ ที่ปรากฏชื่อและประวัติดังปรากฏในส่ิงที่ส่งมาดว้ ยลา ดบั ที่ 7 เป็นผู้รับ มอบฉันทะได้ A Shareholder is able to appoint one of two TRC’s independent directors as names and work experiences mentioned in the Enclosure No. 7 to be the proxy.
(4) ขา้ พเจา้ ขอมอบฉนั ทะให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนแทนขา้ พเจา้ ในการประชุมคร้ังน้ี ดงั น้ี I/We therefore would like to vote for each agenda as follows:
วำระที่ 1 พจิ ารณารับรองรายงานการประชุมสามัญผู้ถือหุ้นประจ าปี 2559 ซึ่งประชุมเมื่อวนั ที่ 27 เมษายน 2559 Agenda 1: To adopt the Minutes of the 2016 Annual General Meeting of Shareholders held on 27 April 2016 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 2 พิจารณารับทราบรายงานผลการด าเนินงานในรอบปี 2559 Agenda 2: To consider and acknowledge the Company’s operating result for the year 2016 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 3 พจิ ารณาอนุมัติงบแสดงฐานะการเงนิ และงบกา ไรขาดทุนส าหรับปี 2559 สิ้นสุดวนั ที่ 31 ธันวาคม 2559 และรายงาน ผู้สอบบัญชี Agenda 3: To consider and approve the Financial Statements and the Auditor’s report for the year 2016 ended as of 31 December 2016 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังน้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 4 พิจารณาอนุมัติจัดสรรก าไรสุทธิเป็ นทุนส ารองตามกฎหมาย และอนุมัติการจ่ายหุ้นและเงินปันผลส าหรับผลการ ดาเนินงานประจ าปี 2559 Agenda 4: To consider and approve the retaining of the net profit for legal reserve and the dividend payment for the 2016 operating performance (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดวย้ งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
หน้า 2 ของจานวน 8 หน้า (Page 2 of 8) วาระที่ 5 พจิ ารณาอนุมัติการจ่ายค่าตอบแทนพเิ ศษหรือโบนัสให้กบั กรรมการส าหรับผลการดา เนินงานปี 2559 Agenda 5: To consider and approve the payment of directors’ bonus for the year 2016 performance (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 6 พิจำรณำเลือกตั้งกรรมกำรแทนกรรมกำรที่ต้องออกตำมวำระ Agenda 6: To consider and approve the election of directors to replace those retiring by rotation (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เลือกกรรมการท้งั ชุด Vote for all the nominated candidates as a whole เลือกกรรมการตามรายบุคคล Vote for an individual nominee 1. นางพวงทิพย์ ศิลปศาสตร์ กรรมการอิสระและกรรมการตรวจสอบ Mrs. Puangthip Silpasart Independent Director and Audit Committee เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 2. นายสมัย ลสี้ กลุ กรรมการและประธานกรรมการบริหาร Mr. Smai Leesakul Director and Chairman of Executive Committee เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 3. นายภาสิต ลสี้ กุล กรรมการและประธานเจ้าหน้าที่บริหาร Mr. Pasit Leesakul Director and Chief Executive Officer เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 7 พจิ ำรณำอนุมัติค่ำตอบแทนกรรมกำรส ำหรับปี 2560 Agenda 7: To consider and approve the directors’ remuneration for the year 2017 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 8 พจิ ำรณำแต่งต้ังผู้สอบบัญชีและกำ หนดค่ำตอบแทนผู้สอบบัญชีประจ ำปี 2560 Agenda 8: To consider and approve the appointment of the Company’s auditors and determination of audit fee for the year 2017 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) หน้า 3 ของจานวน 8 หน้า (Page 3 of 8) วาระที่ 9 พิจารณารับทราบการครบอายุวาระการออกใบส าคญั แสดงสิทธิไม่เกนิ 675,000,000 หน่วยให้กับบุคคลในวงจ ากัดที่ได้จอง ซื้อหุ้นก้ขู องบริษทั ฯ ที่เสนอขายในวงจ ากดั เป็นจ านวนเงนิ ไม่เกนิ 2,000 ล้านบาท Agenda 9: To acknowledge the expiration of the issuance of not exceeding 675,000,000 units of warrants to specific investors who subscribe debentures offered through private placement in the amount of not exceeding Baht 2,000 million (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วาระที่ 10 พิจารณาอนุมัติการลดทุนจดทะเบียน จากทุนจดทะเบียนเดิมจ านวน 726,373,442.88 บาท เป็ นทุนจดทะเบียน 641,998,220 บาท แบ่งออกเป็ นหุ้นสามัญจ านวน 5,135,985,760 หุ้น มูลค่าที่ตราไว้หุ้นละ 0.125 บาท โดยตัดหุ้นสามัญที่ ยังไม่ได้จ าหน่าย และแก้ไขหนังสือบริคณห์สนธิให้สอดคล้องกบั การลดทุนจดทะเบียน Agenda 10: To approve the decrease of the registered capital from Baht 726,373,442.88 to Baht 641,998,220 consisting of 5,135,985,760 ordinary shares with a par value of Baht 0.125 by cancelling the unissued shares. And to approve the amendment to the Article 4. of the Company’s Memorandum of Association in accordance with the decrease of registered capital (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วาระที่ 11 พิจารณาการเพิ่มทุนจดทะเบียนอีกจ านวน 91,714,031.25 บาท แบ่งออกเป็ นหุ้นสามัญจ านวน 733,712,250 หุ้น มูลค่าที่ ตราไว้หุ้นละ 0.125 บาท จากทุนจดทะเบียน 641,998,220 บาท เพิ่มเป็น 733,712,251.25 บาท แบ่งออกเป็นหุ้นสามัญ จ านวน 5,869,698,010 หุ้น มูลค่าที่ตราไว้ หุ้นละ 0.125 บาท Agenda 11: To approve the increase of registered capital of Baht 91,714,031.25 consisting of 733,712,250 ordinary shares with a par value of Baht 0.125. The registered capital increases from Baht 641,998,220 to Baht 733,712,251.25 consisting of 5,869,698,010ordinary shares with a par value of Baht 0.125 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 12 พจิ ารณาอนุมัติแก้ไขหนงั สือบริคณห์สนธิ เพื่อให้สอดคล้องกบั การเพมิ่ ทุนจดทะเบียน Agenda 12: To consider and approve the amendment to the Memorandum of Association to be consistent with the capital increase (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
หน้า 4 ของจานวน 8 หน้า (Page 4 of 8) วาระที่ 13 พจิ ารณาอนุมัติการจัดสรรหุ้นสามัญเพมิ่ ทุนจ านวน 733,712,250 หุ้น มูลค่าที่ตราไว้หุ้นละ 0.125 บาท เพื่อรองรับการ ออกหุ้นปันผล Agenda 13: To consider and approve the allocation of 733,712,250 ordinary shares with a par value of Baht 0.125 for stock dividend payment (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วำระที่ 14 พิจารณาเรื่องอื่นๆ )ถ้ามี( Agenda 14: Other matters (if any) (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
(5) การลงคะแนนเสียงของผรู้ ับมอบฉนั ทะในวาระใดที่ไมเ่ ป็นไปตามที่ระบุไวใ้ นหนงั สือมอบฉนั ทะน้ี ให้ถือวา่ การลงคะแนนเสียงน้นั ไม่ ถูกตอ้ งและไมใ่ ช่เป็นการลงคะแนนเสียงของขา้ พเจา้ ในฐานะผถู้ ือหุ้น Voting of proxy holder in any agenda that is not as specified in this proxy shall be considered as invalid any not voting as a shareholder. (6) ในกรณีที่ขา้ พเจา้ ไมไ่ ดร้ ะบุความประสงคใ์ นการออกเสียงลงคะแนนในวาระใดไวห้ รือระบุไวไ้ มช่ ดั เจนหรือกรณีที่ที่ประชุมมีการพิจารณา หรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไวข้ า้ งตน้ รวมถึงกรณีที่มีการแกไ้ ขเปลี่ยนแปลงหรือเพ่ิมเติมขอ้ เทจ็ จริงประการใด ให้ผรับมอบฉันทะมีู้ สิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I have not declared a voting intention in any agenda or my determination is not clear or in case the meeting considers or passes resolutions in any matters apart from those agendum specified above. Including the case that there is any amendment or addition of any fact, the proxy holder shall have the right Consideration and vote as to his/her consideration.
กิจการใดที่ผรู้ ับมอบฉนั ทะกระทา ไปในการประชุมน้นั เวน้ แตก่ รณีที่ผรู้ ับมอบฉนั ทะไมอ่ อกเสียงตามที่ขา้ พเจา้ ระบุในหนงั สือมอบฉนั ทะ ให้ถือเสมือนวา่ ขา้ พเจาได้กระท้ าเองทุกประการ I/We shall be fully liable for any action taken by the proxy holder at the meeting, unless in case the proxy holder abstain vote according to me/us specified in the proxy.
ลงชื่อ ...... ผู้มอบฉันทะ Signature (…………………………………………………) Proxy Grantor ลงชื่อ ...... ผู้รับมอบฉันทะ Signature (…………………………………………………) Proxy Holder ลงชื่อ ...... ผู้รับมอบฉันทะ Signature (…………………………………………………) Proxy Holder ลงชื่อ ...... ผู้รับมอบฉันทะ Signature (…………………………………………………) Proxy Holder
หน้า 5 ของจานวน 8 หน้า (Page 5 of 8)
หมายเหตุ/Remarks: 1. ผู้ถือหุ้นที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ท้งั น้ีไมส่ ามารถแบง่ แยกจา นวนหุ้น ให้ผู้รับมอบฉันทะหลายคน เพื่อแยกการลงคะแนนเสียงได้ A shareholder shall appoint only one proxy holder to attend and vote at the Meeting. A shareholder may not appoint more than one proxy holder, each with the voting right in respect of a certain portion of shares. 2. วาระเลือกต้งั กรรมการสามารถเลือกต้งั กรรมการท้งั ชุดหรือเลือกต้งั กรรมการเป็นรายบุคคล In agenda regarding the appointment of new directors, the ballot can be either for all the nominated candidates as a whole or for an individual nominee. 3. ในกรณีที่มีวาระที่จะพิจารณาในการประชุมมากกวา่ วาระที่ระบุไวข้ า้ งตน้ ผู้มอบฉันทะสามารถระบุเพ่ิมเติมไดใ้ นใบประจา ต่อแบบหนังสือมอบ ฉันทะแบบ ข. ตามแนบ In case there is any further agenda apart from specified above brought into consideration in the Meeting; the proxy holder may use the Attachment to Proxy Form B.
หน้า 6 ของจานวน 8 หน้า (Page 6 of 8)
ใบประจำต่อแบบหนังสือมอบฉันทะ แบบ ข. Attachment to Proxy Form B
การมอบฉันทะในฐานะเป็นผู้ถือหุ้นของบริษัท ทีอาร์ซี คอนสตรัคชน่ั จา กดั (มหาชน) The Proxy of the shareholder of TRC Construction Public Company Limited ในการประชุมสามัญผู้ถือหุ้นประจาปี 2560 ในวันศุกร์ที่ 28 เมษายน 2560 เวลา 14.00 น. ณ ที่ทา การบริษทั ทีอาร์ซี คอนสตรัคชน่ั จา กดั (มหาชน) ห้องมัลติฟังกช์ น่ั ช้นั 2 เลขที่ 8 ซอยสุขาภิบาล 5 ซอย 32 แขวงทา่ แร้ง เขตบางเขน กรุงเทพมหานคร 10220 หรือที่พึงจะเลื่อนไปในวัน เวลา และสถานที่อื่น In the 2017 Annual General Meeting of Shareholders on Friday 28 April 2017 at 2.00 p.m. at the 2nd Floor, Multifunction Room of TRC Building, No.8 Soi Sukhaphiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220 or on the date and at the place as may be postponed or changed. วาระที่ ...... เรื่อง ...... Agenda No. Subject: (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วาระที่ ...... เรื่อง ...... Agenda No. Subject: (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วาระที่ ...... เรื่อง ...... Agenda No. Subject: (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
วาระที่ ...... เรื่อง ...... Agenda No. Subject: (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
หน้า 7 ของจานวน 8 หน้า (Page 7 of 8) วาระที่ ...... เรื่อง เลือกต้งั กรรมการ Agenda No. Subject: To approve the appointment of new directors. (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy holder shall vote independently as to his/her consideration. (ข) ให้ผรู้ ับมอบฉนั ทะออกเสียงลงคะแนนตามความประสงคข์ องขา้ พเจา้ ดงั น้ี The proxy holder shall vote according to the shareholder’s requirement as follows: เลือกกรรมการท้งั ชุด Vote for all the nominated candidates as a whole. เลือกกรรมการตามรายบุคคล Vote for an individual nominee. 1...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 2...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 3...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 4...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 5...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 6...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 7...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 8...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote) 9...... เห็นด้วย ไมเ่ ห็นดว้ ย งดออกเสียง Approve (Vote) Against (Vote) Abstain (Vote)
หน้า 8 ของจานวน 8 หน้า (Page 8 of 8)