บริษัท บริการเชื้อเพลิงการบินกรุงเทพ จํากัด (มหาชน) Bangkok Aviation Fuel Services Public Company Limited
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บริษัท บริการเชื้อเพลิงการบินกรุงเทพ จํากัด (มหาชน) BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED INVITATION LETTER TO ANNUAL GENERAL MEETING FOR THE YEAR 2021 BANGKOK AVIATION FUEL SERVICES PLC. THURSDAY, 29 APRIL 2021 14.00 HRS. AT BALLROOM A, CENTARA GRAND AT CENTRAL PLAZA LADPRAO BANGKOK HOTEL, 1695 PHAHOLYOTHIN ROAD, CHATUCHAK, CHATUCHAK, BANGKOK 10900 Tokens are canceled in respect of the regulators’ campaign for the reduction and abolishment of tokens given away at the Annual General Meeting of Shareholders (AGM). 1 The Precautionary Measures and Guidelines for attending Annual General Meeting of Shareholders for the year 2021, regarding the outbreak of the Coronavirus Disease 2019 Bangkok Aviation Fuel Services Public Company Limited Celsius) or have returned from country or area with COVID-19 (the “Company”) deeply concerns for safety and health of shareholders outbreak as notified by Ministry of Public Health, also have been and all participants from the outbreak of the Coronavirus disease 2019 a physical contact with suspiciously COVID-19 patients and/or ( “COVID - 19”) . The Company would like to inform the Protective having risky symptoms such as fever, cough, sore throat, runny Measures at the meeting as follows: nose, shortness of breath, the Company reserves the right to 1. The Company requests for cooperation to appoint the deny entry into the meeting. Please note that concealment of Company’s Independent Director as proxy to attend the health information or travel record could be considered a Meeting on behalf of Shareholders by filling up a proxy form B., violation of the Communicable Diseases Act B.E. 2558. together with supporting documents in the envelope enclosed 3.3 Attendees who passed the health screening are request to put with the Notice (no stamp needed) to the Corporate Secretary on the registration sticker and they may register on application Office, Bangkok Aviation Fuel Services Company Limited within April “Thaichana” or the entrance-exit record. 20, 2021. 3.4 The Company kindly requests attendees to download application 2. Shareholders are welcome to submit relevant questions regarding MorChana” according to requirement of Government. the meeting and agenda items prior to the meeting date through 3.5 The venue will be sanitized and clean with Ozone Sterilization the following channels: and Alcohol prior the meeting. Also, alcohol base hand sanitizers 2.1 Email: [email protected] will be prepared in the meeting areas. 2.2 Mail: submit by the envelope enclosed with the Notice (no 3.6 The Company kindly request to prepare and wear the stamp needed) to the Corporate Secretary Office as refer in facemask at all times and clean your hands with prepared hand number 1. sanitizers. For Shareholders who have symptoms such as fever, 2.3 Facsimile: +66(0)2834-8920 cough, sore throat, runny nose, shortness of breath are requested 3. In case, any Shareholders desire to attend in person the to leave the meeting venue and they are able to appoint the Company would like to inform the measures and guidelines as Company’s Independent Director as proxy to attend the Meeting follow: on behalf of Shareholders. 3.1 The Company would organize the meeting venue to avoid 3.7 For the safety and well-being of attendees, microphone will not being overcrowded with physical distance at least 1 meter, be available to ask the questions at the meeting. Attendees who which cause the limitation of the seat. As such, the Meeting wish to ask the questions are able to submit the written questions hall will be able able to accommodate 300 seats. After to the Company’s staffs at the registration point or in the meeting the registration, The Shareholders will receive the specific room to submit the questions to the Company’s Chairman of the seating number and each attendee is required to sit as Board of Directors to deliberately reply the questions in the specified for the sake of the disease prevention or following meeting or answer in the Minutes of Annual General Meeting of up in case of any unforeseen circumstances. Once, the seats Shareholders. are filled, the Company requests that those attending in 3.8 Attendees are not allowed to eat or drink in the Meeting person are requested to proxies to Company’s Independent room. Director. The Company shall reserve the right to change or add the 3.2 All attendees must go through thermoscan at the health measures that might relevant to guidelines and recommendation issued screening point and fill out the COVID-19 Screening by government agencies or take any actions as necessary or appropriate. Questionnaire before entering the venue. For those being The company will notify the updated measurement on The Company’s identified with a fever (body temperature is over 37.5 degrees website www.bafsthai.com. 2 Rnj, (Translation) MD 038/2021 March 25, 2021 Re: Invitation to Annual General Meeting of Shareholders for the year 2021 To: Shareholders Enclosures: 1. Copy of the Minutes of the Extraordinary Meeting of Shareholder No.1/2021 2. Year 2020 Annual Registration Statement/Annual Report (Form 56-1 One Report) via QR Code 3. Curricula Vitae of Proposed Directors 4. Detail of Profiles and Experiences of the proposed auditors for the year 2021 5. Proxy Form 6. Documents or evidences required to be presented on the Meeting date 7. Detail of Directors who are Proxies 8. Articles of Association relating to Shareholder Meeting 9. Map of Centara Grand at Central Plaza Ladprao Bangkok Hotel 10. QR Code Downloading Procedure for the 2020 Registration Statement/Annual Report (Form 56-1 One Report) and 2020 Sustainability Report 11. Request Form for the 2020 Registration Statement/Annual Report (Form 56-1 One Report) and 2020 Sustainability Report in Printed Copy The Company’s Board of Directors deems it appropriate to hold an Annual General Meeting of Shareholders for the Year 2021 on April 29, 2021 at 14.00 hrs., at Ballroom A, Centara Grand at Central Plaza Ladprao Bangkok Hotel, 1695 Phaholyothin Road, Chatuchak, Chatuchak, Bangkok 10900, to consider the matters as prescribed in the following agendas: Agenda 1: To Certify the Minutes of the Extraordinary Meeting of Shareholders No.1/2021 Objective and Rationale: The Company has prepared the minutes of the Extraordinary Meeting of Shareholders No.1/2021, held on Thursday 4th February, 2021 within 14 days from the Shareholders’ meeting, and also posted on the Company’s website at www.bafsthai.com (Enclosure 1). Board’s Opinion: The Meeting should consider certifying the minutes of the Extraordinary Meeting of Shareholders No.1/2021. Resolution: It shall be determined by the majority vote of the shareholders who attend the meeting and cast their votes. Agenda 2: To Acknowledge the Report of the Board of Directors regarding the Performance of the Company in the Year 2020 and Future Operation Plan Objective and Rationale: The Company has prepared the Report of the Board of Directors regarding the Performance of the Company in the Year 2020 and the Future Operation Plan as approved by the Board of Directors Meeting No. 1/2021, and prescribed in the 2020 Annual Registration Statement/Annual Report (Form 56- 1 One Report) (Enclosure 2, page 16-18 and 41), which is proposed to the Meeting for acknowledgement. 3 Board’s Opinion: The Meeting should acknowledge the Report of the Board of Directors regarding the Performance of the Company in the Year 2020 and Future Operation Plan as proposed. Resolution: Voting is not required in this agenda since it is only for Shareholders’ acknowledgement. Agenda 3: To Consider Approving the Financial Statement for the Year 2020 Objective and Rationale: Pursuant to Section 112 of the Public Company Act B.E. 2535 and the Article 40 of the Company’s Articles of Association, the Board of Directors must prepare balance sheet (statement of financial position) profit and loss account at the end of fiscal year which have been audited by the auditor and submitted to Shareholder for obtaining approval from Annual General Meeting. The Board of Directors Meeting No. 1/2021 considered and agreed with the financial statements for the year 2020, which has been audited by the auditor and reviewed by the Audit Committee as set out in the Registration Statement/Annual Report (Form 56-1 One Report) (Enclosure 2, page 180-189). It is proposed to the Meeting for approval. Board’s Opinion: The Meeting should consider approving the financial statements for the year 2020. Resolution: It shall be determined by the majority vote of the shareholders who attend the meeting and cast their votes. Agenda 4: The omission of allocation of net profit as a reserve fund and the omission of dividend payment Objective and Rationale: Pursuant to Section 116 of the Public Company Act B.E. 2535 and the Article 43 of the Company’s Articles of Association, the Company shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attains an amount not less than ten percent of the registered capital. The Company has its policy specifying for the dividend payment for not less than 50 percent of the net profit, legal reserve fund and other reserves in the amount of not less than 10 percent of the net profit of the Company’s particular financial statements. The legal reserve has been provided up to 10 percent of the registered capital therefore the company is not required to set aside any additional reserve. Due to the pandemic of the Coronavirus 2019 (COVID-19) the business status of the company has been severely affected. Even in the year 2020, the company has a net profit of 25.9 million Baht but such figure is a taxable profit form utilized recognized deferred tax on unused tax loss of 2020 which is amounting to 53.5 million Baht.