Notice of the 2017 Annual General Meeting of Shareholders To: Shareholders of TRC Construction Public Company Limited
Total Page:16
File Type:pdf, Size:1020Kb
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.