Notice of 2020 Annual General Meeting of Shareholders Siam Makro Public Company Limited
Thursday, April 23, 2020 at 3.00 p.m. at Siam Makro Public Company Limited Tara Phatthanakan Building, Convention Room, 4th floor, 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok
Registration starts at 1.00 p.m.
For convenience in registration, please bring the Registration Form with barcode to the meeting.
Guidelines for attending the Meeting during the pandemic of COVID-19
With our deep concern over the health of the Meeting attendees during the pandemic of COVID-19, Siam Makro Public Company Limited would like to inform shareholders of the following guidelines: 1. Shareholders who are in a high-risk situation, e.g. having recently returned from overseas trip in less than 14 days of active monitoring, or suffering any respiratory symptoms, are advised to appoint the Company’s independent directors as their proxy, the process described in Enclosure 9. 2. The Company shall conduct screening tests at the building entrance. In case of any high-risk shareholders being identified, the Company shall kindly ask for their cooperation to avoid entering into the Meeting and proxy a representative or the Company’s Independent Director to attend the Meeting. Please be informed accordingly and kindly cooperate with the aforementioned guidelines, conscientiously.
*** No Souvenirs Provided for the Meeting Attendees.***
Notice of 2020 Annual General Meeting of Shareholders
March 23, 2020
Subject: Notice of 2020 Annual General Meeting of Shareholders
To: The Company's Shareholders
Enclosures: 1. 2019 Annual Report (QR Code) and the Meeting Registration Form (required to present at the Meeting) 2. Definition of Independent Director’s qualifications 3. Profiles of the nominated candidates to be elected as directors to replace those who retire by rotation (accompanying document for Agenda 4) 4. Profiles of the proposed auditors for the year 2020 (accompanying document for Agenda 6) 5. The Articles of Association of the Company regarding the shareholders’ meeting and voting 6. Profiles of the Independent Directors proposed by the Company to act as Proxy for Shareholders 7. Map of the Meeting location 8. Annual Report Requisition Form and QR Code Downloading Procedures for the 2019 Annual Report 9. Documents required prior to attending the Meeting 10. Proxy Forms (provided in 3 types, i.e. Form A, Form B, and Form C)
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SIAM MAKRO PUBLIC COMPANY LIMITED 1468 PHATTANAKAN ROAD, PHATTANAKAN, SUAN LUANG, BANGKOK 10250 THAILAND TEL. 0-2067-8999 FAX 0-2067-9888 บริษัท สยามแมค็ โคร จา กดั (มหาชน) 1468 ถนนพัฒนาการ แขวงพัฒนาการ เขตสวนหลวง กรุงเทพมหานคร 10250 โทร. 0-2067-8999 โทรสาร. 0-2067-9888 เลขทะเบียน 0107537000521
Pursuant to the resolution adopted by the Board of Directors of Siam Makro Public Company Limited, the 2020 Annual General Meeting of Shareholders will be held on Thursday, April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok. The Board of Directors has set the Record Date to be on March 4, 2020in order to impose the list of shareholders who are entitled to attend 2020 AGM and to receive the dividend.
The Company would like to inform you that the minutes of 2019 AGM was submitted to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days from the meeting date and has been uploaded on the Company’s website since May 3, 2019 for shareholders to review, object and/or suggest for revision. Furthermore, in order to set the 2020 AGM agenda, the Company had announced on its website to invite agenda proposal from shareholders in advance from October 25, 2019 to January 31, 2020. After the said period there was no agenda proposed to the Company. The Company, therefore, would like to announce the agenda proposed by the Board of Directors together with opinions of the Board of Directors as follows:
Agenda 1 To consider and affirm the management report on the Company’s business operations for the year 2019 Facts and rationales: Under Article 35 of the Company’s Articles of Association, the shareholders meeting must consider the report of the Board of Directors submitted to the meeting concerning the activities carried out in the past year. The Company, therefore, reports the business operations and significant changes in 2019, as appeared in 2019 Annual Report (details appeared in Enclosure 1) to the meeting for consideration and affirmation.
Board of Directors' opinion: The Board of Directors requests the Meeting to consider and affirm the management report on the Company's business operations for the year 2019.
Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote.
Agenda 2 To consider and approve the financial statements for the year ended December 31, 2019
Facts and rationales: According to Section 112 of the Public Limited Companies Act B.E. 2535 (1992) and Article 38 of the Company’s Articles of Association, the Company shall prepare its balance sheet and profit and loss statement at the end of the fiscal year and arrange for them to be audited and certified by the auditor before proposing for shareholders' approval (details appeared in Enclosure 1).
Audit Committee’s opinion: The Audit Committee reviewed the Company’s financial statements for the year ended December 31, 2019 as duly audited and certified by the Company’s auditor and opined
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that the financial statements were accurate and disclosed adequate information thoroughly.
Board of Directors' opinion: The Board requests the Meeting to consider and approve the Company’s financial statements for the year ended December 31, 2019 which were audited and certified by the auditor and reviewed by the Audit Committee. A summary of the Company’s consolidated operating results and financial position are as follows:
For the year ended Consolidated Operating Results December 31, 2019 Total revenues (Million Baht) 210,627
Net profit* (Million Baht) 6,245
Earnings per Share (Baht per Share) 1.30
* Profit attributable to equity holders of the Company
Consolidated Financial Position As at December 31, 2019
Total Assets (Million Baht) 62,641
Total Liabilities (Million Baht) 41,907
Shareholders’ Equity - Net (Million Baht) 20,734
Details are as shown in the financial statements section of the Company's 2019 Annual Report submitted to the shareholders together with this Notice in Enclosure 1.
Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote.
Agenda 3 To consider and approve the declaration of the dividend payment and the appropriation of the legal reserve Facts and rationales: The Company’s Dividend Payment Policy states that unless it is otherwise required, the Board of Directors has a policy to propose to the shareholders’ meeting for approval that the Company pays dividends not less than 40 percent of its annual net profit as specified on the consolidated financial statements and subject to the Company’s annual operating results, whereby this has been effective as from the fiscal year ended December 31, 1994 onwards. In addition, Section 116 of the Public Limited Companies Act B.E. 2535 (1992) and Article 35 and 41 of the Company’s Articles of Association require that 1) the annual general meeting of the shareholders shall approve the allocation of profit and the annual dividend payment; and
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2) the Company must appropriate at least 5 percent of its annual net profit, less accumulated loss brought forward (if any), as legal reserve until the legal reserve reaches an amount of not less than 10 percent of its registered capital The fiscal year ended December 31, 2019, the Company reported the net profit attributable to equity holders as specified on the consolidated financial statements amounted to Baht 6,245 million, or Baht 1.30 per share; and the legal reserve as at December 31, 2019 is equal to Baht 240 million or 10% of registered capital. Board of Directors’ opinion: The Board of Directors requests the Meeting to consider and approve the distribution of annual dividend for the operating results from January 1, 2019 to December 31, 2019 at Baht 0.96 per share, totaling approximately Baht 4,608 million which is equivalent to 73.8% of the consolidated net profit conforming to the Company’s Dividend Payment Policy. The Company already paid the interim dividend at Baht 0.40 per share, totaling approximately Baht 1,920 million on September 5, 2019, and will pay the final dividend at Baht 0.56 per share, totaling approximately Baht 2,688 million.
Year Details of Dividend Payment 2019 2018 2017 (Current Proposal) Consolidated Net Profit 1) (Million Baht) 6,245 5,942 6,178
Number of Shares (Million Shares) 2,400 2,400 2,400
Total Dividend Payment (Baht/Share) 0.96 0.96 0.96 - Interim Dividend 0.40 0.40 0.40 - Final Dividend 0.56 0.56 0.56
Total Dividend Payment (Million Baht) 4,608 4,608 4,608
Dividend Payout Ratio 73.8% 77.5% 74.6%
Remark: 1) Net profit attributable to equity holders of the Company
The above dividend distribution shall be payable to the shareholders entitled to receive the dividend who are listed on the Record Date on March 4, 2020. The dividend payment will be made on May 22, 2020. However, the dividend payment is uncertain as it is subject to the approval from the 2020 Annual General Shareholders’ Meeting. The Board of Directors also requests the Meeting to acknowledge the interim dividend payment approved by the Board of Directors on August 8, 2019 at the rate of Baht 0.40 per share, totaling approximately Baht 1,920 million, which was paid to the shareholders on September 5, 2019.
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Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote.
Agenda 4 To consider and elect the Directors to replace those who retire by rotation
Facts and rationales: According to Section 71 of the Public Limited Companies Act B.E. 2535 (1992) and Article 15 of the Company’s Articles of Association, at every annual general meeting, one-third of the directors shall retire from office. The directors who have been the longest in office shall retire. If their number is not a multiple of three, then the number nearest to one-third must retire from office. A retiring director is eligible for re-election. At the 2020 Annual General Meeting of Shareholders, there are 5 directors to be retired by rotation as follows: 1. Mr. Suphachai Chearavanont Director/ Chairman 2. Dr. Prasert Jarupanich Director 3. Mr. Pittaya Jearavisitkul Director 4. Mrs. Suchada Ithijarukul Director/ Second Vice Chairman and Group Chief Executive Officer - Siam Makro 5. Mrs. Saowaluck Thithapant Director/ Group Chief Shared Service Officer - Siam Makro
The Company provided an opportunity to shareholders to nominate candidates to be elected as directors from October 25, 2019 to January 31, 2020. The Company posted the details and criteria of such nomination on its website and notified the shareholders in advance via disclosure to the Stock Exchange of Thailand. After the said period, there was no candidate nominated to be elected as Director of the Company. Nomination and Remuneration Committee’s opinion: The Nomination and Remuneration Committee (NRC) had undertaken the nomination process by considering required aspects of directors as defined in the Board of Directors Charter with regard to related laws/regulations, variety in the Board composition and skill matrix, e.g. knowledge, experience, gender, expertise, competence in managing the businesses of the Company, performance of each director, and time dedication to the Company. The NRC, therefore, proposed to the Board of Directors to recommend the Meeting of shareholders to consider the re-election of the 5 directors to resume their position(s) for another term.
Board of Directors' opinion: The Board of Directors, exclusive of those with vested interests in this matter, considered with due care the qualifications and appropriateness of the 5 directors as proposed by the NRC, conforming to the Company’s criteria and procedure for director nomination. The Board then requests the Meeting to re-elect the 5 directors who retire by rotation to resume their previous position(s) for another term. (Profiles of the 5 nominated directors appeared in Enclosure 3).
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1. Mr. Suphachai Chearavanont Director/ Chairman 2. Dr. Prasert Jarupanich Director 3. Mr. Pittaya Jearavisitkul Director 4. Mrs. Suchada Ithijarukul Director/ Second Vice Chairman and Group Chief Executive Officer - Siam Makro 5. Mrs. Saowaluck Thithapant Director/ Group Chief Shared Service Officer - Siam Makro
Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote. The candidates will be appointed individually, pursuant to criteria and procedures described in the Company’s Articles of Association as follows: a) A shareholder shall have a number of votes which is equivalent to the number of shares held by him; b) Each shareholder may exercise all the votes he has under a) to elect one or more persons as directors but he may not split his votes among any such persons; c) The persons receiving the highest number of votes in the respective order of the votes shall be elected as directors up to the total number of directors required or to be elected at such time. In the event that a number of persons receiving an equal number of votes for the last directorship exceed the number of directors the Company required or to be elected at such time, the Chairman of the meeting shall have a casting vote.
Agenda 5 To consider and approve the Directors’ remuneration for the year 2020 Facts and rationales: According to Article 29 of the Company’s Articles of Association, the directors are entitled to receive remuneration from the Company in form of salary, gratuity, meeting attendance fee, reward, bonus, and other benefit in accordance with the Articles of Associations or the resolution of the shareholders’ meeting which may be specified as fixed amount or rules and may be fixed for a specified period or permanently until change and this shall not affect the right of the Company’s officer or employee who is appointed as the Company’s director to receive remuneration or benefit from the Company as being the Company’s employee. In addition, Section 90 of the Public Limited Companies Act B.E. 2535 (1992) requires that payment of directors’ remuneration must be adopted by the resolution of the meeting of the shareholders with at least two-thirds (2/3) of the total number of votes of shareholders who are present at the meeting. Nomination and Remuneration Committee’s opinion: The NRC considered the directors’ remuneration by taking into account their responsibilities, performance relative to the Company’s overall operational performance and related factors, inclusive of comparisons to remuneration of other companies in the same industry of similar size, including overall business situations.
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Therefore, the NRC recommended the Board of Directors to propose to the meeting of shareholders to consider and approve to pay the directors’ remuneration for the year 2020 at the same rate as the remuneration in 2019 as follows.
2020 2019 (Current Proposal) Types of Remuneration Baht/ Baht/ Baht/ Baht/ Person/Month Person/Year Person/Month Person/Year 1. Regular Remuneration - Chairman 155,000 1,860,000 155,000 1,860,000 - Chairman of the Audit 140,000 1,680,000 140,000 1,680,000 Committee and Independent Director - Member of the Audit 115,000 1,380,000 115,000 1,380,000 Committee and Independent
Director - Director 100,000 1,200,000 100,000 1,200,000 - Chairman of sub-committee1) 15,000 180,000 15,000 180,000 - Member of sub-committee1) 5,000 60,000 5,000 60,000
Baht 23.04 million Baht 23.04 million (equal to 0.50% of the dividend (equal to 0.50% of the dividend 2. Annual Bonus paid to the Shareholders for the paid to the Shareholders for the year 2019) 2) year 2018)
3. Other Benefits None None
Remarks: 1) The sub-committee excluding the Audit Committee. 2) At the rate of 0.50% of the dividend paid to the Shareholders for the 2019 operating results. The Chairman will consider the appropriate amount of annual bonus allocated to each director. In case the 2020 AGM considers and approves the total dividend payment for the year 2019, according to agenda 3, at Baht 0.96 per share to the Shareholders, totaling approximately Baht 4,608 million, the total annual bonus for directors will be equivalent to Baht 23.04 million.
Board of Directors’ Opinion: Having considered the opinion and proposal of the NRC, the Board of Directors then requests the Meeting to consider and approve the directors’ remuneration for the year 2020, which is the same rate as the remuneration in 2019 according to details illustrated above.
Vote required: Not less than two-thirds (2/3) of the total number of votes of shareholders who are present at the meeting.
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Agenda 6 To consider and approve the appointment of external auditors and the determination of the audit fee for the fiscal year ended December 31, 2020 Facts and rationales: According to Section 120 and 121 of the Public Limited Companies Act B.E. 2535 (1992) and Article 35 of the Company’s Articles of Association, it is required that “The appointment of the Company’s external auditors and the audit fees shall be approved at the annual general meeting of shareholders, and the former auditors may be re- appointed. The auditors must not be the Company’s directors, officers, employees or persons holding any positions in the Company.” Audit Committee’s opinion: The Audit Committee resolved to select KPMG Phoomchai Audit Ltd. (“KPMG”) to be the audit firm for the Company for the year 2020 as KPMG not only has performed the duties expertly, but also has performance standard, experiences and expertise in auditing, effective audit procedures, good business understanding and independency. When compared to the scope of services offered, responsibilities and more workload from the Company’s business expansion in Thailand and overseas, KPMG apparently offered appropriate audit fees and the utmost benefits to the Company.
Board of Directors’ opinion: The Board agrees with the Audit Committee to select KPMG Phoomchai Audit Ltd. to be the audit firm of the Company and recommends the 2020 Annual General Meeting of Shareholders to consider and approve the appointment of the auditors and audit fees as follows: 1) The appointment of the auditors from KPMG Phoomchai Audit Ltd. for the Company for the year 2020: - Mr. Charoen Phosamritlert Certified Public Accountant (Thailand) No. 4068 (Certified on the Company’s financial statements in 2014-2017, 4 years in total) - Mrs. Munchupa Singsuksawat Certified Public Accountant (Thailand) No. 6112 (Never certified on the Company’s financial statements) - Ms. Sujitra Masena Certified Public Accountant (Thailand) No. 8645 (Certified on the Company’s financial statements in 2018-2019, 2 years in total) The audit firm and nominated auditors do not have any relationship and/or conflict of interest with the Company, subsidiaries, managements, major shareholders or related persons of the said parties (profiles of the proposed auditors for the year 2020 are detailed in Enclosure 4). In the absence of the abovementioned auditors, the Company may appoint other Certified Public Accountant from KPMG Phoomchai Audit Ltd. to carry out the work.
2) The determination of audit fee for the fiscal year ended December 31, 2020 at the total amount of Baht 7,170,000 which is 5.1% increase from the audit fee in 2019 as illustrated in the table below:
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2020 2019 Increase Type of Fee (Current Proposal)
(Baht) (Baht) (%) Fee for auditing annual 7,170,000 6,820,000 5.1 financial statements
Remarks:
- The above fee includes: 1. The stock count attendance fee; 2. Fee for reviewing quarterly financial statements of the Company’s subsidiaries.
- The above fee does not include the audit fee of associated companies and subsidiaries, non-audit fee, and the attendance fee for goods destroying and actual expensed occurred during the audit but not exceeding 10% of audit fee for the whole year. For the associated companies and subsidiaries located in Myanmar, China, Singapore, Hong Kong, Cambodia, and United Arab Emirates, the Company will appoint auditors from local auditing companies due to language barriers. However, the Board will ensure that the financial statements are accurate and on timely manner.
Vote required: Majority votes of the shareholders who are present at the meeting and are entitled to vote.
Agenda 7 To consider and approve the amendment to the Company’s objectives and Clause 3 of the Memorandum of Association
Agenda 7.1 To consider and approve the amendment to the Company’s objectives Facts and rationales: Section 42 of the Public Limited Companies Act B.E. 2535 (1992) prescribes that a company has an authority to carry out any acts within the scope of its objectives. If the company would like to conduct other additional businesses apart from the registered objectives, it must proceed for amendment of its objectives. The Company’s objectives as specified in the affidavit do not cover trading of some products - the trader of which is required to register as importer according to the notification of the Ministry of Commerce. Therefore, it is necessary for the Company to amend its objectives to cover such business operation or trading of such products, as well as cover the investment and other business operation in the future. Board of Directors’ opinion: The Board of Directors requests the Meeting to consider and approve the amendment to the Company’s objective as following details. 1. To amend the objectives of the Company, Clause 7 and 8 by adding the underlined words as follows: “(7) To trade rice, rice products, tapioca, tapioca products, maize, sesame, beans, paper, jute, kapok, cotton, lac, caster beans, wood, rubber, vegetables, fruits, jungle products, herbs, animal skin, horns, living animals, cut-up fresh, animal offal, pig offal, sugar, animal feeds, and all kinds of agricultural product”
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“(8) To trade machinery, engines, devices, labour-saving devices, vehicles, generators, and electric appliances, refrigerators, air conditioners, fans, electric cookers, electric irons, pumps, heaters, coolers, kitchen appliances, ironware, copperware, brassware, sanitary ware, household hardware, furniture, electric accessories, pipe-water accessories, computers, microprocessors, software, equipment for storing value of product or service in cards, debt repayment system, payware machine, debit machine, cash deposit machine, cash withdrawal machine, card readers, card insertion machine, card transmitter machine, calculators, bookkeeping machine, photocopying machines, radios, televisions, all types of radio transceivers, electronic equipment, radar equipment, sonar equipment, laser equipment, stereos, cameras, water heaters, humidity control equipment, telecommunication equipment, light bulbs, 3D printers, including spare parts and accessories of the aforesaid merchandise.”
2. To amend the objectives of the Company by adding objectives no. 65 and 66 as follows: “(65) To provide services for engineering design, procurement of equipment and integrated system, installation, operation and maintenance, technical consultant, or other services for construction of renewable energy power plant to generate electricity from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste-to-energy, etc., or any other constructions related to electricity generation projects from various renewable energy” “(66) To operate the production and distribution of electricity, development and distribution, and transfer of rights related to electricity generation projects from various renewable energy which is generated from natural or renewable energy such as solar energy, wind energy, hydropower, biogas energy, biomass energy, waste- to-energy, etc.”
In addition, for convenience and flexibility in proceeding with the amendment to the Company’s objectives, the Board of Directors requests the Meeting to consider and approve the delegation of authority to the Board of Directors and/or Group Chief Executive Officer - Siam Makro and/or any persons delegated by the Board of Directors and/or Group Chief Executive Officer - Siam Makro to perform any acts relating to the amendment and/or adjustment of the wording of documents and/or applications for the registration of the amendment to the Company’s objectives including any acts according to an order, a recommendation or an opinion of the registrar, Department of Business Development, Ministry of Commerce, or an officer of relevant government agencies.
Vote required: Not less than three-fourths (3/4) of the total number of votes of shareholders who are present at the meeting and are entitled to vote.
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Agenda 7.2 To consider and approve the amendment to Clause 3 of the Company’s Memorandum of Association Facts and rationales: Section 31 of the Public Limited Companies Act B.E. 2535 (1992) prescribes that a company may amend its memorandum of association upon approval from shareholders meeting with the votes of not less than three-fourths (3/4) of the total votes of shareholders present at the meeting and entitled to vote. As a result of the amendment to the Company’s objectives as per details in Agenda 7.1, it is necessary for the Company to amend Clause 3 of the Company’s Memorandum of Association to be in line with such amendment. Board of Directors’ opinion The Board of Directors requests the Meeting to consider and approve the amendment to Clause 3 of the Company’s Memorandum of Association. Details are as follows: From “Clause 3. There are 64 objectives of the Company, the details of which are shown in the attached Form BorMorJor. 002” Amendment to “Clause 3. There are 66 objectives of the Company, the details of which are shown in the attached Form BorMorJor. 002”
Vote required: Not less than three-fourths (3/4) of the total number of votes of shareholders who are present at the meeting and are entitled to vote.
Agenda 8 To consider other businesses (if any) Board of Directors’ opinion Board of Directors opined that the Company should designate this agenda to grant an opportunity to the shareholders to raise any inquiries (if any) and/or for the Board of Directors to answer any questions of or clarify any matter to the shareholders. Additionally, there should not be any other matter to be considered by the Meeting in this Agenda. This is to comply with the Principles of Good Corporate Governance for Listed Companies and the Annual General Shareholders Meeting Assessment Project which the Meeting should consider only the matters having been notified in advance for fairness to all shareholders.
Shareholders who cannot attend the meeting may appoint the Company’s Independent Directors, whose profiles are shown the Enclosure 6, or appoint other person as a proxy to attend the meeting and vote on their behalf by completing the Proxy Form as enclosed herewith in the Enclosure 10. Shareholders who wish to receive the Company’s 2019 Annual Report in printed form, please contact us at SET and Investor Relations, Siam Makro Public Company Limited, 1468 3rd Floor Tara Phatthanakan Building, Phattanakan Road, Phattanakan Sub District, Suan Luang District, Bangkok 10250; or call at 0- 2067-8999 Ext. 8260 - 8261; or shareholders may fill in the form as detailed in the Enclosure 8 and fax the
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form to 0-2067-9044 in order that the Company would be able to arrange for delivery thereafter. In case shareholders would like the Company to provide explanation of the issues relating to this proposed agenda, questions can be submitted in advance via email at [email protected] or fax number 0-2067-9044. Please indicate the shareholders’ name with valid address and contact number. The questions will be collected for further explanation. The shareholders are hereby invited to attend the meeting on the date and at the time and place mentioned above. The registration will start at 1.00 p.m.
Truly yours, By Order of the Board of Directors Siam Makro Public Company Limited
Signed: ......
(Mrs. Suchada Ithijarukul) Group Chief Executive Officer - Siam Makro
SET & Investor Relations Tel. 0 2067 8999 Ext. 8255/8260/8261/8285 Fax. 0 2067 9044
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Enclosure 2
Page 1 of 2 Pages
Definition of Independent Director’s Qualifications
With reference to the good corporate governance criteria, the Company has defined the definition of independent director’s qualifications to be more stringent than that defined by the Capital Market Supervisory Board regarding shareholding in item 1, as in following details: 1. Holding shares not exceeding 0.5% of the total number of shares with voting rights of the Company, its parent company, subsidiary companies, major shareholder or controlling person of the Company, which shall be inclusive of the shares held by related persons of such independent director; 2. Neither being nor used to being a director who takes part in the management, employee, staff member, advisor who receives a regular salary, or controlling person of the Company, its parent company, subsidiary companies, same - level subsidiary companies, major shareholder or of the controlling person of the Company, unless the foregoing status has ended not less than 2 years. However, such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the Company; 3. Not being a person related by blood or by legal registration as father, mother, spouse, sibling, and child, including spouse of child, of the executive, major shareholder, controlling person, or person to be nominated as executive or controlling person of the Company or its subsidiary companies; 4. Neither having nor used to having a business relationship with the Company, its parent company, subsidiary companies, major shareholder or controlling person of the Company, in the manner which may interfere with his independent judgement, and neither being nor used to being a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary companies, major shareholder or controlling person of the Company, unless the foregoing relationship has ended not less than 2 years. The term “business relationship” under the first paragraph shall include any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or granting or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, and any other similar actions, which result in the Company or its counterpart being subject to indebtedness payable to the other party in the amount of 3% or more of the net tangible assets of the Company or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during the period of 1 year prior to the date on which the business relationship with the person commences; 5. Neither being nor used to being an auditor of the Company, its parent company, subsidiary companies, associated companies, major shareholder or controlling person of the Company, and not being a significant shareholder, controlling person, or partner of the audit firm which employs auditors of the Company, its parent company, subsidiary companies, associated companies, major shareholder or controlling person, unless the foregoing relationship has ended not less than 2 years; 6. Neither being nor used to being any professional service provider including a legal counselor or financial advisor who receives service fee of exceeding Baht 2 million per year from the Company, its parent company, subsidiary companies, major shareholder or controlling person of the Company,
Enclosure 2
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and not being a significant shareholder, controlling person or partner of the aforementioned professional service provider, unless the foregoing relationship has ended not less than 2 years; 7. Not being a director appointed as representative of directors of the Company, major shareholder or shareholder who is related to major shareholder; 8. Not undertaking any business of the same nature as and significantly competing with that of the Company or its subsidiary companies or not being a significant partner in a partnership or being a director who takes part in the management, employee, staff member, advisor who receives regular salary or holding shares exceeding 0.5% of the total number of shares with voting rights of other companies which undertake businesses of the same nature as and significantly competing with that of the Company or its subsidiary companies; 9. Not having any other characteristics which cause the inability to render independent opinions with regard to the Company’s business operations. 10. The Company’s independent directors shall serve not more than 9 consecutive years.
Independent Director with qualifications described in 1-10 above may be empowered by the Board of Directors to make decision for the business operation of the Company, its parent company, subsidiary companies, the same - level subsidiary companies, major shareholder or the controlling person of the Company in the form of collective decision.
In case the person appointed by the Company as the Independent Director is person having or used to having business relationship or providing professional service with value of exceeding those prescribed in item 4 or item 6, the Board of Directors may consider waiving this disqualification if the Board opines that the appointment of the said person does not affect his duty performance and his rendering of independent opinion and the Company has disclosed the following information in the notice calling for the shareholders’ meeting on agenda regarding the appointment of the said Independent Director:
(a) Manner of business relationship or professional service causing the said person not being qualified under the prescribed criteria; (b) Reason and necessity to maintain or to appoint the said person as the independent director; (c) Opinion of the Company’s Board of Directors to nominate the said person as the independent director.
Enclosure 3
Page 1 of 10 Pages Profiles of the nominated candidates to be elected as directors to replace those who retire by rotation
1. Mr. Suphachai Chearavanont
Age: 52 years Nationality: Thai Position: Director and Chairman Shareholding in the Company: None Relationship with Executives: Mr. Narong Chearavanont’s younger brother Date of Appointment: 18 February 2020 Number of years as Directorship: 2 months 5 days Education: Bachelor of Business Administration in Financial Management, Boston University, USA Honorary Doctorate degree in Mass Communications, Ramkamhaeng University Honorary Doctorate degree in Marketing, Rajamangala University of Technology Isan Honorary Doctorate degree in Business Management, Khon Kaen University Training with Thai Institute of 2011 Director Accreditation Program (DAP) Directors: Director/Executive of the listed 4 Companies (including position in the Company) company: Director/Executive of non-listed 11 Companies company:
Working Experiences in Listed Company Period Position Company February 2020 - Director and Chairman Siam Makro Public Company Limited Present 2019 - Present Chairman True Corporation Public Company Limited 2019 - Present Vice Chairman CP ALL Public Company Limited Enclosure 3
Page 2 of 10 Pages 2019 - Present Vice Chairman Charoen Pokphand Foods Public Company Limited 2017 - Present Director and Chairman of the Executive True Corporation Public Company Limited Committee 2009 - 2017 Director, President and Chief Executive True Corporation Public Company Limited Officer
in Non-Listed Company Period Position Company 2019 - Present The President of the Digital Council of Digital Council of Thailand Thailand 2019 - Present Advisor E-Learning Association of Thailand 2018 - Present Member of Social Cooperation Princess Maha Chakri Award Foundation Promotion Committee 2018 - Present Honorary Advisor The Federation of Thai Industries 2017 - Present President The Thai Federation of ICT Technology Association (TFIT) 2017 - Present Advisor The University Council of the Thai Chamber of Commerce 2017 - Present Advisor The Thai Chamber of Commerce 2017 - Present Chief Executive Officer Charoen Pokphand Group Company Limited 2016 - Present Director Pracharath Rak Samakkee (Thailand) Company Limited 2015 - Present Chairman Global Compact Network Thailand, United Nations 2015 - Present President The Telecommunications Association of Thailand under the Royal Patronage # 12 2015 Advisory Committee One Young World Summit
Meeting attendance in 2019 N/A (as appointed on 18 February 2020) Director/Executive in other businesses which may cause None conflict of interest to the Company Professional Service Provider to the Company and its None subsidiaries Personal interest in related agenda items Agenda 4 - To consider the election of Directors Agenda 5 - To consider Directors’ remuneration
Enclosure 3
Page 3 of 10 Pages
2. Dr. Prasert Jarupanich
Age: 71 years Nationality: Thai Position: Director Shareholding in the Company: 200 Shares Relationship with Executives: None Date of Appointment: 7 May 1988 Number of years as Directorship: 31 years 11 months Education: Ph.D. in Industrial Engineering and Management, Oklahoma State University, USA Training with Thai Institute of 2008 Role of the Compensation Committee Directors: 2004 Director Certification Program (DCP) 2004 Finance for non-finance director Director/Executive of the listed 2 Companies (including position in the Company) company: Director/Executive of non-listed None company:
Enclosure 3
Page 4 of 10 Pages Working Experiences in Listed Company Period Position Company 2010 - Present Director Siam Makro Public Company Limited 1988 - Present Director CP ALL Public Company Limited 2010 - November Member of the Nomination and Siam Makro Public Company Limited 2016 Remuneration Committee 2008 - 2009 Chairman of the Nomination and Siam Makro Public Company Limited Remuneration Committee 2007 - 2010 Independent Director Siam Makro Public Company Limited 1988 - 2007 Director Siam Makro Public Company Limited in Non-listed Company Period Position Company - - -
Meeting attendance in 2019 AGM 1/1 time Board of Directors 6/6 times Director/Executive in other businesses which may cause None conflict of interest to the Company Professional Service Provider to the Company and its None subsidiaries Personal interest in related agenda items Agenda 4 - To consider the election of Directors Agenda 5 - To consider Directors’ remuneration
Enclosure 3
Page 5 of 10 Pages 3. Mr. Pittaya Jearavisitkul
Age: 64 years Nationality: Thai Position: Director Shareholding in the Company: None Relationship with Executives: None Date of Appointment: 5 July 2013 Number of years as Directorship: 6 years 10 months Education: Bachelor of Economics (First Class Honour), Thammasat University Master of Business Administration, Thammasat University Training with Thai Institute of 2000 Director Certification Program (DCP) Directors: Director/Executive of the listed 2 Companies (including position in the Company) company: Director/Executive of non-listed 15 Companies company:
Working Experiences in Listed Company Period Position Company 2013 - Present Vice Chairman of Executive Committee/ CP ALL Public Company Limited Director 2013 - Present Director Siam Makro Public Company Limited 2013 - 2015 Member of the Nomination and Siam Makro Public Company Limited Remuneration Committee 1999 - 2013 Director/ Deputy Chief Executive CP ALL Public Company Limited Officer
Enclosure 3
Page 6 of 10 Pages in Non-listed Company Period Position Company Present Council Committee Panyapiwat Institute of Management Present Director All Corporation Limited Present Director All Training Company Limited Present Director Panyatara Company Limited Present Director Suksapiwat Company Limited Present Director All Now Management Company Limited Present Director All Now Logistics Company Limited Present Director MAM Heart Company Limited Present Director Gosoft (Thailand) Company Limited Present Director CP Retailink Company Limited Present Director Counter Service Company Limited Present Director CPRAM Company Limited Present Director 24 Shopping Company Limited Present Director OHT Company Limited Present Director Siam Makro Holding (Thailand) Limited
Meeting attendance in 2018 AGM 1/1 time Board of Directors 6/6 times Director/Executive in other businesses which may cause None conflict of interest to the Company Professional Service Provider to the Company and its None subsidiaries Personal interest in related agenda items Agenda 4 - To consider the election of Directors Agenda 5 - To consider Directors’ remuneration
Enclosure 3
Page 7 of 10 Pages 4. Mrs. Suchada Ithijarukul
Age: 67 years Nationality: Thai Position: Director, Second Vice Chairman and Group Chief Executive Officer - Siam Makro Shareholding in the Company: None Relationship with Executives: None Date of Appointment: 29 August 1996 Number of years as Directorship: 23 years 8 months Education: Bachelor Degree in Accountancy (Second Class Honours), Chulalongkorn University Training with Thai Institute of 2003 Director Certification Program (DCP) Directors: Director/Executive of the listed None company: Director/Executive of non-listed 15 Companies company:
Working Experiencesin Listed Company Period Position Company January 2018 - Present Group Chief Executive Officer - Siam Makro Siam Makro Public Company Limited 2013 - Present Second Vice Chairman Siam Makro Public Company Limited 1996 - Present Director Siam Makro Public Company Limited March 2017 - Group Chief Executive Officer Siam Makro Public Company Limited January 2018 2010 - February 2017 Senior Vice Chairman Siam Makro Public Company Limited 2001 - 2013 Vice Chairman Siam Makro Public Company Limited in Non-listed Company Period Position Company
Enclosure 3
Page 8 of 10 Pages
September 2018 - Director ARO Commercial Company Limited Present 2017 - Present Director Indoguna (Cambodia) Company Limited 2017 - Present Director MAXZI The Good Food Restaurant & Cafe L.L.C 2017 - Present Director Indoguna (Singapore) Pte Ltd 2017 - Present Director Indoguna Dubai LLC 2017 - Present Director Indoguna Lordly Company Limited 2017 - Present Director Just Meat Company Limited 2017 - Present Director Makro (Guangzhou) Food Company Limited 2017 - Present Director CP Wholesale India Private Limited 2016 - Present Director Makro (Cambodia) Company Limited 2015 - Present Director ProMart Company Limited 2014 - Present Director ARO Company Limited 2014 - Present Director Makro ROH Company Limited 2012 - Present Director Indoguna Vina Food Service Company Limited 2005 - Present Director Siam Food Services Limited
Meeting attendance in 2018 AGM 1/1 time Board of Directors 6/6 times Director/Executive in other businesses which may cause None conflict of interest to the Company Professional Service Provider to the Company and its None subsidiaries Personal interest in related agenda items Agenda 4 - To consider the election of Directors Agenda 5 - To consider Directors’ remuneration
Enclosure 3
Page 9 of 10 Pages 5. Mrs. Saowaluck Thithapant
Age: 64 years Nationality: Thai Position: Director and Group Chief Shared Service Officer - Siam Makro Shareholding in the Company: None Relationship with Executives: None Date of Appointment: 15 December 2004 Number of years as Directorship: 15 years 4 months Education: Bachelor Degree in Accountancy (Second Class Honors), Thammasat University Bachelor Degree in Law, Thammasat University Master Degree in Accountancy, Thammasat University Training with Thai Institute of 2005 Director Accreditation Program (DAP) Directors: Director/Executive of the listed None company: Director/Executive of non-listed 17 Companies company:
Working Experiences in Listed Company Period Position Company January 2018 - Group Chief Financial Officer - Siam Siam Makro Public Company Limited February 2020 Makro 2004 - Present Director Siam Makro Public Company Limited March 2017 - Group Chief Financial and Shared Siam Makro Public Company Limited January 2018 Services Officer 2010 - February Chief Financial and Shared Services Siam Makro Public Company Limited 2017 Officer
Enclosure 3
Page 10 of 10 Pages in Non-listed Company Period Position Company March 2019 - Director Guangzhou Huadu Makro Food Present Supermarket Company Limited September 2018 - Director ARO Commercial Company Limited Present 2017 - Present Director Indoguna (Cambodia) Company Limited 2017 - Present Director MAXZI The Good Food Restaurant & Cafe L.L.C 2017 - Present Director Indoguna (Singapore) Pte Ltd 2017 - Present Director Indoguna Dubai LLC 2017 - Present Director Indoguna Lordly Company Limited 2017 - Present Director Just Meat Company Limited 2017 - Present Director Makro (Guangzhou) Food Company Limited 2017 - Present Director CP Wholesale India Private Limited 2016 - Present Director Makro (Cambodia) Company Limited 2015 - Present Director ProMart Company Limited 2015 - Present Director Charoen Pokphand Capital Company Limited 2014 - Present Director ARO Company Limited 2014 - Present Director Makro ROH Company Limited
in Non-listed Company Period Position Company 2012 - Present Director Indoguna Vina Food Service Company Limited 2005 - Present Director Siam Food Services Limited
Meeting attendance in 2017 AGM 1/1 time Board of Directors 6/6 times Director/Executive in other businesses which may cause None conflict of interest to the Company Professional Service Provider to the Company and its None subsidiaries Personal interest in related agenda items Agenda 4 - To consider the election of Directors Agenda 5 - To consider Directors’ remuneration
Enclosure 4
Page 1 of 3 Pages
Profiles of the proposed auditors for the year 2020
Mr. Charoen Phosamritlert C.P.A. Reg. No. 4068 Work experience with KPMG : more than 30 years
Position Chief Executive Officer Relationship and/or interest with the None Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm KPMG Phoomchai Audit Ltd. Address 50th Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa Bangkok 10120 Telephone 0-2677-2130 Fax 0-2677-2222 E-mail [email protected] Education, Licenses & Certifications - Bachelor of Accounting, Bangkok University - Master of Business Administration, Chulalongkorn University - Senior Executive Program, Sasin Graduate Institute of Business Administration of Chulalongkorn University - TLCA Leadership Development Program (LDP), Thai Listed Companies Association - Licensed CPA, Thailand - SEC and BOT licensed auditor Relevant Experience He has accumulated extensive audit and business advisory experiences in diversified industries covering multinational and listed companies. He is part of the overseas teams for the audit of national clients listed in Foreign Stock Exchanges and coordinator for the global audit of U.S. based clients doing business in Thailand and Asia Pacific. He is involved in merger and acquisition projects on a regular basis. Number of years certified on the Company’s 4 years (Year 2014 - Year 2017) financial statements
Enclosure 4
Page 2 of 3 Pages
Mrs. Munchupa Singsuksawat C.P.A. Reg. No. 6112 Work experience with KPMG : more than 20 years
Position Audit Partner Relationship and/or interest with the None Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm KPMG Phoomchai Audit Ltd. Address 50th Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa, Bangkok 10120 Telephone 0-2677-2379 Fax 0-2677-2222 E-mail [email protected] Education, Licenses & Certifications - BA, Thammasat University - MBA, Kasetsart University - Member FAP, Thailand - Licensed CPA, Thailand - SEC licensed auditor Relevant Experience She has audit experience in diversified industries covering multinational and listed companies in Stock Exchange of Thailand. She is also a coordinator for audit services to multinational business operating in Thailand. She has managed several complex global audits for clients in a variety of industries. Core strengths and accomplishments include: - Served a rotation in KPMG LLP Audit, Columbus - Office, USA - Served as the lead audit manager for CP All Plc. - Experienced in coordinating with many international KPMG offices simultaneously to serve multinational clients. Number of years certified on the Company’s None financial statements
Enclosure 4
Page 3 of 3 Pages
Ms. Sujitra Masena C.P.A. Reg. No. 8645 Work experience with KPMG : more than 20 years
Position Audit Partner Relationship and/or interest with the None Company/ its subsidiaries/ executives/ major shareholders or the connected persons Name of Firm KPMG Phoomchai Audit Ltd. Address 50th Floor, Empire Tower 1 South Sathorn Road, Sathorn, Yannawa, Bangkok 10120 Telephone 0-2677-2375 Fax 0-2677-2222 E-mail [email protected] Education, Licenses & Certifications - Bachelor of Accounting, Thammasat University - Member FAP, Thailand - Licensed CPA, Thailand - SEC licensed auditor Relevant Experience She has audit experience in diversified industries covering multinational and listed companies in Stock Exchange of Thailand. She is also a coordinator for audit services to multinational business operating in Thailand. She has managed several complex global audits for clients in a variety of industries. Core strengths and accomplishments include: - Served a rotation in KPMG LLP Audit, Milwaukee Office, USA - Served as the lead audit manager for CP All Plc. - Experienced in coordinating with many international KPMG offices simultaneously to serve multinational clients. Number of years certified on the Company’s 2 years (Year 2018 - Year 2019) financial statements
Enclosure 5
Page 1 of 2 Pages
The Articles of Association of the Company regarding the shareholders’ meeting and the voting
1. Summoning the Shareholders’ Meeting Article 30. The Board of Directors shall hold an annual ordinary meeting of shareholders within 4 months from the end of the fiscal year of the Company. All other meetings of shareholders apart from the above mentioned shall be called extraordinary meetings of shareholders. The board of directors may summon an extraordinary meeting of shareholders whenever it thinks fit or whenever, or one of shareholders or shareholders who have the shares not less than 10 percent of total number of all issued shares may subscribe their names to send notice requesting the board of directors to convene an extraordinary meeting of shareholders at any time with specific agendas and reasons for such request in notice. In such case, the board of directors must arrange a meeting of shareholders within 45 days from the date of receipt of the notice.
In event that the board of directors does not arrange the meeting within the said period under the second paragraph, the shareholders, holding shares equivalent to the prescribed amount, may convene such meeting within 45 days from the completion of such period under the second paragraph. In such case, it shall be deem that the board of directors arranges the shareholders meeting and the Company is responsible for expenses arising from such meeting as appropriate.
At any meeting of shareholders which was convened by such shareholders under the third paragraph, if the number of the shareholders present is insufficient to form a quorum as stipulated in Article 32, the shareholders under the third paragraph shall be responsible for expenses incurred for holding the meeting. Article 31. In summoning a shareholders' meeting, the Board of Directors shall prepare a notice specifying the place, date, time, agenda and matters to be proposed to the meeting together with adequate details by clearly indicating whether such matters are proposed for acknowledgement, for approval or for consideration, as the case may be, as well as the Board’s opinions on such matters and send to the shareholders not less than 7 days prior to the date of the meeting and advertise the notice summoning the meeting in a newspaper for 3 consecutive days not less than 3 days prior to the date of the meeting. During the period of 21 days prior to each meeting of shareholders, the Company may suspend registration of share transfer by posting up a notice for information of shareholders in advance at the head office and every branch office for a period not less than 14 days prior to the date of commencement of share transfer suspension. The place where the meeting is to be held does not have to be in the locality in which the head office of the company is situated. The meeting can be held anywhere else as the Board of Directors deems appropriate.
2. The Quorum Article 32. At a shareholders’ meeting, there shall be not less than 25 shareholders and/or the shareholders' proxies (if any), or not less than half of the total number of shareholders and holding altogether not less than one-third of the total issued shares attending the meeting to constitute a quorum.
Enclosure 5
Page 2 of 2 Pages
In case it appears at any shareholders' meeting that within one hour after the time appointed for the meeting the number of shareholders attending the meeting does not constitute the quorum, the meeting, if summoned upon the requisition of shareholders, shall be cancelled. If the meeting had not been summoned upon the requisition of shareholders, another meeting shall be summoned and a notice summoning the meeting shall be sent to the shareholders not less than 7 days before the meeting and at such subsequent meeting no quorum shall be necessary. At a shareholders’ meeting, the Chairman of the Board of Directors shall preside over the meeting of shareholders. In the case where the Chairman is absent or unable to perform the duty, the Vice Chairman shall act as the Chairman of the meeting. If the Vice Chairman does not exist or exists but unable to perform the duty, the shareholders present shall elect one shareholder to act as the chairman of the meeting.
3. Voting Article 33. The resolution of the shareholders' meetings shall require of the following votes: (1) In normal cases, they shall be adopted by the majority votes of the shareholders who are present and are entitled to vote. One share shall have one vote. In case of equality of votes, the chairman of the meeting shall have a second or casting vote. (2) In the following cases, they shall be adopted by the votes of not less than three-fourth of the total votes of shareholders who are present and are entitled to vote: (a) Sale or transfer of the whole or an essential part of the Company's business to other person. (b) Purchase or acceptance of transfer of business of another company or private company to the Company. (c) Execution, amendment or termination of a contract in relation to the leasing of the whole or an essential part of the Company's business, the assignment to any other person to manage the Company's business or the consolidation of the business with other persons for the purpose of sharing profit and loss. (d) Increase of Registered Capital. (e) Reduction of Registered Capital. (f) Issuance of Debenture. (g) Amalgamation. (h) Dissolution. (i) Amendment to Memorandum of Association and Articles of Association.
Article 34. A poll may be carried out if so requested by not less than 5 shareholders and approved by the meeting.
Enclosure 6
Page 1 of 3 Pages
Profiles of the Independent Directors proposed by the Company to act as Proxy for Shareholders
1. Mr. Joti Bhokavanij Position Independent Director, Chairman of the Audit Committee, and Chairman of the Nomination and Remuneration Committee
Age 77 years
Education - Fellow of the Association of Chartered Certified Accountants, England - Programme for Management Development, Harvard Business School, USA - Marketing Management Programme, Stanford Graduate School of Business, Stanford University, USA
Address Siam Makro Plc., Head Office 1468 Phatthanakan Road, Phatthanakan Sub District,
Suan Luang District, Bangkok 10250
Having none of special interests in agenda items proposed to the Meeting
2. Mr. Rawat Chamchalerm Position Independent Director and Chairman of the Corporate Governance Committee
Age 74 years
Education - Master of Laws, Chulalongkorn University - Bachelor of Laws, Thammasart University - Thai Barrister-at-Law - Degree of the National Defense College
Address Siam Makro Plc., Head Office 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250
Having none of special interests in agenda items proposed to the Meeting
Enclosure 6
Page 2 of 3 Pages
3. Mrs. Kannika Ngamsopee Position Independent Director and Member of the Audit Committee
Age 63 years
Education - Master degree of Accounting, Thammasart University - Master degree of Management, Sasin Graduate Institute of Business Administration, Chulalongkorn University - Bachelor degree of Accounting (2nd Honors), Thammasart University - Bachelor degree of Laws, Thammasart University
Address Siam Makro Plc., Head Office 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250 Having none of special interests in agenda items proposed to the Meeting
Mr. Jukr Boon-Long Position Independent Director, Member of the Audit Committee, and Member of the Corporate Governance Committee
Age 61 years
Education - Master of Arts (International Political and Economy), University of Detroit, USA - Bachelor of Laws, Ramkhamhaeng University
Address Siam Makro Plc., Head Office 1468 Phatthanakan Road, Phatthanakan Sub District,
Suan Luang District, Bangkok 10250 Having none of special interests in agenda items proposed to the Meeting
Enclosure 6
Page 3 of 3 Pages
Mr. Prasobsook Boondech Position Independent Director and Member of the Nomination and Remuneration Committee
Age 74 years
Education - Bachelor of Law, Thammasat University - Barrister-at-Law, Thai Bar Association - Barrister-at-Law, Lincoln’s Inn - National Defence College of Thailand Class 41 - Capital Market Academy Class 10
Address Siam Makro Plc., Head Office 1468 Phatthanakan Road, Phatthanakan Sub District,
Suan Luang District, Bangkok 10250 Having none of special interests in agenda items proposed to the Meeting
Enclosure 7
Page 1 of 1 Page
Enclosure 8
Page 1 of 2 Pages
The Annual Report Requisition Form
To the Shareholders,
The Company’s 2019 Annual Report (QR Code) has been enclosed with this invitation to the Annual General Meeting of Shareholders.
In case that any shareholders require the complete printed of the 2019 Annual Report containing the same information as in the QR Code, please fill and return this requisition form to the Company to the following address. The Company will send to you upon your request.
SET & Investor Relations Telephone: 0 2067 8260 - 8261 Fax: 0 2067 9044 E-mail: [email protected] Address: Siam Makro Public Company Limited SET & Investor Relations 1468, 3rd Floor, Tara Phatthanakan Building, Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250
Name - Surname (Shareholder) …………………………………………………
Address ………………………………………………....
………………………………………………....
Telephone No. ………………………………………………....
Would like to receive the complete printed of the followings (please check box □)
□ The 2019 Annual Report (Thai)
□ The 2019 Annual Report (English)
Enclosure 8
Page 2 of 2 Pages
QR Code Downloading Procedures for the 2019 Annual Report
The Thailand Securities Depository Co., Ltd., as a securities registrar under the Stock Exchange of Thailand, has developed a system which allows SET Listed Companies to send to the shareholders documents regarding the General Meeting of Shareholders and the 2019 Annual Report in the form of E- books accessible through QR Code, thus allows the shareholders to access the information with ease.
The aforementioned documents could be downloaded from the QR Code (as shown in Attachment 1) by following the steps below.
For iOS System (iOS 11 and above)
1. Turn on the mobile camera. 2. Turn the mobile camera to the QR Code to scan it. 3. The notification will appear on top of the screen. Click on the notification to access documents regarding the meeting.
Remark: If the notification does not appear on the mobile phone, the QR Code can be scanned with other applications such as QR Code Reader, Facebook or Line.
For Android System
1. Open applications such as QR Code Reader, Facebook or Line. How to scan the QR Code with Line application Open Line application and click on "Add friend" → Choose "QR Code" → Scan the QR Code
2. Scan the QR Code to access documents regarding the meeting.
Page 1 of 2 Pages
Precautionary Measures on the Pandemic of Coronavirus 2019 (COVID-19)
Due to the pandemic of the COVID-19, the Company has deeply concerned about the well-being of shareholders/attendees and the people involved in the 2020 Annual General Meeting of Shareholders. The Company, therefore, has drawn up the precautionary measures as follows:
1. As AGM with large gathering of people could post risk from the spread of the COVID-19, the Company encourages for proxy voting instead of attending the Meeting in person, particularly those who (1) have recently returned from overseas trip in less than 14 days of active monitoring, or (2) fail to pass the Company’s screening – having fever (body temperature of 37.5 Celsius or above) or presenting respiratory symptoms (coughing, sneezing, running nose, shortness of breath, etc.). In such cases, the Company reserves the right to refuse their meeting attendance, and the shareholders are advised to do pre-voting and proxy the Company’s Independent Director, whose name appeared in Enclosure 6 of the AGM Notice.
2. The Company requests cooperation from all shareholders/attendees to declare his/her present health status as well as recent travel history by completing the questionnaire enclosed in the AGM Notice. 3. Food, snack, or beverage will not be served, however bottled drinking water and hot coffee/tea will be provided in front of the meeting room. 4. The Meeting will be brief and statutorily conducted with respect to the meeting’s agenda. The Company, however, requests for cooperation from every shareholder/attendee as follows.
- Please wear sticker and face mask at all time. The sticker and face mask will be provided. - Please maintain at least 1-metre distance between yourself and others during proxy checking, registration, and sitting in the meeting room.
- The Meeting will only take questions in writing. Shareholders/attendees may submit questions in advance to the email address: [email protected] or note them down in paper and it to the staff in the Meeting.
The Company would like to apologize for the inconvenience these may cause. Your kind cooperation will be highly appreciated.
Page 2 of 2 Pages
Pre-screening Questionnaire for Attendees in the 2020 AGM
As part of the precautionary measures, the Company would like to ask for cooperation from all attendees to answer the following pre-screening questions in truth. Your contact will be used in case of emergency only. Name-Surname Contact number Office address (building name)
Makro contact person MAKRO’s 2020 Annual General Meeting of Shareholders Department/Phone no. SET&IR / Phone no. 02 067-8999 ext. 8260-8261 Meeting date/time 23 April 2020 at 13:00 – 16:00 hrs.
Questions Please answer 1 Do you have fever? ___ Yes ___ No (Body temperature is 37.5 c or above) 2 Do you have any of these symptoms? ___ Headache ___Coughing, sneezing, or ___ Running nose having sore throat ___ Shortness of breath ___None of the above 3 Have you visited/transited from China, Japan, ___ Yes (please provide details) Singapore, Republic of Korea, Hong Kong, Macao, Country ______Taiwan, Vietnam, Malaysia, Iran, Germany, France or COVID-19 Outbreak areas within the past 30 days Travelling period/date______No 4 Is there anyone of your family members who live ___ Yes (please provide details) together with you have visited/transited from Country ______China, Japan, Singapore, Republic of Korea, Hong Kong, Macao, Taiwan, Vietnam, Malaysia, Iran, Travelling period/date______Germany, France or COVID-19 Outbreak areas ___ No within the past 30 days 5 Have you contacted a person who have or is under ___ Yes ___ No investigation for COVID-19 within the past 30 days 6 Have you taken any public transportation ___ Yes (please provide details) (Airplane, bus, MRT, Sky train, etc.) during the past Country/Province______30 days either domestic or international travel with people from COVID-19 outbreak areas? Travelling period/date______No
sign ______the Meeting attendee
Enclosure 9
Page 1 of 2 Pages
Documents required prior to attending the Meeting 1. Shareholders Attending the Meeting in Person The Shareholder presents the original of Identification Card or Government Official Identification Card or passport (for non-Thai nationals) together with the Registration Form with barcode of shareholder’s registration number (Enclosure 1) signed by the shareholder for registration. 2. Proxy Please use the Proxy Form B under the Notification of Department of Business Development No. 5 B.E. 2007 which is the form providing various items to enable the shareholders to determine the direction on the required vote of each matter whether or not they agree / disagree / abstain. In addition, there is a separated column in Agenda on appointing director to enable the shareholder to exercise the right to vote for appointing each individual director. Proxy holder submits the proxy form (Enclosure 10) together with the Registration Form with barcode of shareholder’s registration number (Enclosure 1) by proceeding as follows: 2.1 Fill in the required information clearly before signing the proxy form (Enclosure 10). Please also affix the duty stamp of Baht 20 to the Proxy form. - Ordinary person Please attach a copy of the identification card / passport (for non-Thai nationals) of the proxy grantor. - Juristic person Please attach a copy 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. 2.2 All copies of the documents in 2.1 must be certified as true. 2.3 If a shareholder prefers to appoint Siam Makro Public Company Limited’s independent directors to be the proxy, please appoint any one of the following persons: (1) Mr. Joti Bhokavanij Independent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee; or (2) Mr. Rawat Chamchalerm Independent Director and Chairman of the Corporate Governance Committee; or (3) Mrs. Kannika Ngamsopee Independent Director and Member of the Audit Committee; or (4) Mr. Jukr Boon-Long Independent Director, Member of the Audit Committee and Member of the Corporate Governance Committee; or (5) Mr. Prasobsook Boondech Independent Director and Member of the Corporate Governance Committee Information of the Company’s Independent Directors that the shareholders may appoint to be the proxy is shown in Enclosure 6.
Enclosure 9
Page 2 of 2 Pages
2.4 For your convenience, please deliver the proxy form to the following address at least 3 working days prior to the meeting date. Siam Makro Public Company Limited SET & Investor Relations 1468, 3rd Floor, Tara Phatthanakan Building, Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok 10250 3. Change of Title / Name / Surname of Meeting Participants Please present the evidence to verify that change.
Enclosure 10
Page 1 of 11 Pages
Notification of Department of Business Development Re: Provision of Proxy Forms (No. 5) B.E. 2550 (A.D.2007) ------Whereas it deemed appropriate to reform the Proxy Forms for any meeting of the share subscribers and the shareholders of the Limited Public Company to be more suitable.
By virtue of Section 34 of the Limited Public Company Act B.E. 2535 (A.D.1992), the Director – General of the Department of Business Development, acting as the Registrar hereby issues a notification as follows:
Clause 1. The Notification of Department of Business Development, Re: Provision of Proxy Forms (No. 4) B.E. 2549 (A.D.2006) dated September 27, 2006 be repealed.
Clause 2. Three Proxy Forms for any meeting of the share subscribers and the shareholders be provided as follows: (1) Form A. being a simple non-complicated form; (2) Form B. being a form demonstrating the fixed and clear detailed authorization; and (3) Form C. being a form to be used only by foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker.
Clause 3. The shareholder being a foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker may use either Form A or Form B or Form C of the said Proxy Forms. The other shareholder may use only either Form A or Form B.
Clause 4. The share subscriber or the shareholder of a public company may use the Proxy Forms prescribed under Notification of Department of Business Development, Re: Provision of Proxy Form (No. 4) B.E. 2549 (A.D.2006) dated September 27, 2006 having been repealed for the share subscribers’ meeting and shareholders’ meeting of a public company limited to be held in the year 2007.
Effective from the date hereof onwards.
Notified on February 2, 2007
(Mr. Kanissorn Nawanukror) Director-General of Department of Business Development Registrar
Enclosure 10 (Duty Stamp Baht 20) Page 2 of 11 Pages
Proxy Form A (a simple non-complicated form) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Forms (No. 5) B.E. 2550 (A.D.2007) ______
Written at Date
(1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
(2) Being a shareholder of Siam Makro Public Company Limited holding the total number of shares, entitled to votes as follows: ordinary shares, entitled to votes preferred shares, entitled to votes
(3) I/We hereby appoint
(1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders’ Meeting for the year 2020 held on April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok or on the other date and at the other place as may be postponed or changed.
I/We shall be liable for any action taken by the proxy holder at the meeting in all respects.
Signed: Proxy Grantor ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Remark: The shareholder shall appoint only one proxy holder to attend and vote at the meeting. The number of shares may not be allocated to more than one proxy holder in order to separately vote.
Enclosure 10
Page 3 of 11 Pages (Duty Stamp Baht 20) Form B (Demonstrating the Fixed and Clear Detailed Authorization) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Form (No. 5) B.E. 2550 (A.D.2007) ______Written at Date
(1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
(2) Being a shareholder of Siam Makro Public Company Limited holding the total number of shares, entitled to votes as follows: ordinary shares, entitled to votes preferred shares, entitled to votes
(3) I/We hereby appoint
(1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders’ Meeting for the year 2020 held on April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok or on the other date and at the other place as may be postponed or changed. (4) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows: Agenda 1 To consider and affirm the management report on the Company’s business operations for the year 2019 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 2 To consider and approve the financial statements for the year ended December 31, 2019 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Enclosure 10
Page 4 of 11 Pages
Agenda 3 To consider and approve the declaration of the dividend payment and the appropriation of the legal reserve (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 4 To consider and elect the Directors to replace those who retire by rotation (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows:
Appointment of all directors Agreed Disagreed Abstained
Appointment of each individual director 1. Name of Director: Mr. Suphachai Chearavanont Agreed Disagreed Abstained
2. Name of Director: Dr. Prasert Jarupanich Agreed Disagreed Abstained
3. Name of Director: Mr. Pittaya Jearavisitkul Agreed Disagreed Abstained
4. Name of Director: Mrs. Suchada Ithijarukul Agreed Disagreed Abstained
5. Name of Director: Mrs. Saowaluck Thithapant Agreed Disagreed Abstained
Agenda 5 To consider and approve the Directors’ remuneration for the year 2020 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 6 To consider and approve the appointment of external auditors and the determination of the audit fee for the fiscal year ended December 31, 2020 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
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Page 5 of 11 Pages
Agenda 7 To consider and approve the amendment to the Company’s objectives and Clause 3 of the Memorandum of Association
Agenda 7.1 To consider and approve the amendment to the Company’s objectives (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 7.2 To consider and approve the amendment to Clause 3 of the Company’s Memorandum of Association (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 8 To consider other businesses (if any) (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
(5) Any vote of the proxy holder not being in compliance with that specified in this Proxy Form shall be deemed that the said vote is incorrect and is not my vote as a shareholder.
(6) In case I do not specify my intention to vote in any Agenda or unclear specify or in case the meeting considers or votes in other businesses than those specified above, including in case of an amendment or addition to any fact, the proxy holder shall be entitled to vote on my/our behalf in all respect as he/she deems appropriate.
I/We shall be liable for any action taken by the proxy holder at the meeting in all respects, except in the case where the proxy holder fails to vote in compliance with those specified in the Proxy Form.
Signed: Proxy Grantor ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( )
Remark: 1. The shareholder shall appoint only one proxy holder to attend and vote in the meeting. The number of shares cannot be allocated to more than one proxy holder in order to separately vote. 2. Agenda on Appointment of Directors are eligible to appoint all directors or to appoint each individual director. 3. In case where the agenda to be considered at the meeting exceed those specified above, the Proxy Grantor can specify additional details in the Continued List of Proxy Form B attached hereto.
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Page 6 of 11 Pages
The Continued List of Proxy Form B
The proxy of the shareholder of Siam Makro Public Company Limited
At the Annual General Shareholders’ Meeting for the year 2020 held on April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok or on the other date and at the other place as may be postponed or changed. ______
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………Subject: Appointment of Directors (Continued)
Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained
Enclosure 10
Page 7 of 11 Pages (Duty Stamp Baht 20) Proxy Form C (To be used only by foreign investor appointing a custodian in Thailand to be the securities depositor and caretaker) Attachment to the Notification of the Department of Business Development Re: Provision of Proxy Form (No. 5) B.E. 2550 (A.D.2007) ______
Written at Date
(1) I/We Nationality Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
As a business operator as a custodian business as the security depositor and caretaker to being a shareholder of Siam Makro Public Company Limited holding the total number of shares and entitled to votes as follows: ordinary share shares, entitled to votes preferred share shares, entitled to votes
(2) I/We hereby appoint
(1) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (2) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code or (3) aged years Residing at No. Road Subdistrict/ Kwang District/ Khet Province Postal Code
only one of the above persons to be my/our proxy holder to attend and vote in my/our behalf at the Annual General Shareholders’ Meeting for the year 2020 held on April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok or on the other date and at the other place as may be postponed or changed.
(3) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows:
Authorize all the number of shares held and entitled to vote.
Partly authorize as follows:
……………..ordinary shares, entitled to…………………votes ……………..preferred shares, entitled to ………………..votes
Totaling……………………votes.
(4) I/We hereby authorize the proxy holder to vote on my/our behalf in this meeting as follows:
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Page 8 of 11 Pages
Agenda 1 To consider and affirm the management report on the Company’s business operations for the year 2019 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 2 To consider and approve the financial statements for the year ended December 31, 2019 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 3 To consider and approve the declaration of the dividend payment and the appropriation of the legal reserve (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 4 To consider and elect the Directors to replace those who retire by rotation (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows:
Appointment of all directors Agreed Disagreed Abstained
Appointment of each individual director 1. Name of Director: Mr. Suphachai Chearavanont Agreed Disagreed Abstained
2. Name of Director: Dr. Prasert Jarupanich Agreed Disagreed Abstained
3. Name of Director: Mr. Pittaya Jearavisitkul Agreed Disagreed Abstained
4. Name of Director: Mrs. Suchada Ithijarukul Agreed Disagreed Abstained
5. Name of Director: Mrs. Saowaluck Thithapant Agreed Disagreed Abstained
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Page 9 of 11 Pages
Agenda 5 To consider and approve the Directors’ remuneration for the year 2020 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 6 To consider and approve the appointment of external auditors and the determination of the audit fee for the fiscal year ended December 31, 2020 (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 7 To consider and approve the amendment to the Company’s objectives and Clause 3 of the Memorandum of Association
Agenda 7.1 To consider and approve the amendment to the Company’s objectives (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 7.2 To consider and approve the amendment to Clause 3 of the Company’s Memorandum of Association (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda 8 To consider other businesses (if any) (a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
(5) Any vote of the proxy holder not being in compliance with that specified in this Proxy Form shall be deemed that the said vote is incorrect and is not my vote as a shareholder.
(6) In case I do not specify my intention to vote in any Agenda or unclear specify or in case the meeting considers or votes in other businesses than those specified above, including in case of an amendment or addition to any fact, the proxy holder shall be entitled to vote on my/our behalf in all respect as he/she deems appropriate.
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Page 10 of 11 Pages
I/We shall be liable for any action taken by the proxy holder at the meeting in all respect, except in the case where the proxy holder fails to vote in compliance with those specified in the Proxy Form.
Signed: Proxy Grantor ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( ) Signed: Proxy Holder ( )
Remark: 1. This Proxy Form C applies only for a shareholder whose name appeared in the shareholder register being a foreign investor appointing a custodian in Thailand as the securities depositor and caretaker. 2. Evidences to be attached to the Proxy Form are: (1) A power of Attorney from the shareholder authorizing the custodian to sign the Proxy Form on his/her/its behalf. (2) A confirmation letter that the person signing the Proxy Form authorized to engage in the custodian business. 3. The shareholder shall appoint only one proxy holder to attend and vote in the meeting. The number of shares cannot be allocated to more than one proxy holder in order to separately vote. 4. Agenda on Appointment of Directors are eligible to appoint all directors or to appoint each individual director. 5. In case where the agenda to be considered at the meeting exceed those specified above, the Proxy Grantor can specify additional details in the Continued List of Proxy Form C attached hereto.
Enclosure 10
Page 11 of 11 Pages
The Continued List of Proxy Form C
The proxy of the shareholder of Siam Makro Public Company Limited
At the Annual General Shareholders’ Meeting for the year 2020 held on April 23, 2020 at 3.00 p.m., at Convention Room, 4th floor, Siam Makro Public Company Limited, Tara Phatthanakan Building, No. 1468 Phatthanakan Road, Phatthanakan Sub District, Suan Luang District, Bangkok or on the other date and at the other place as may be postponed or changed. ______
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………………Subject…………………………………….
(a) The proxy holder shall be entitled to consider and vote on my/our behalf in all respect as he/she deems appropriate. (b) The proxy holder shall vote according to my intention as follows: Agreed Disagreed Abstained
Agenda No…………Subject: Appointment of Directors (Continued)
Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained Director Name:……………………………………….. Agreed Disagreed Abstained