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20210408-Brrgif-Agm2020-Invitation

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20210408-Brrgif-Agm2020-Invitation No. 978/2020 May 28, 2020 Subject Invitation to the 2020 Annual General Meeting of Unitholders To The Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) Attachment 1. Copy of Minutes of the 2019 Annual General Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) 2. Copy of Minutes of the Extraordinary General Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) No.1/2019 3. The annual report for the year 2019 in CD-ROM format (or download at www.brrgif.com/ar.html) 4. Summary of Comparison of the Essential Proposal regarding the Amendments to the Biomass Raw Material Sale and Purchase Agreement for Electricity and Steam Manufacturing 5. Registration Form 6. Procedure for Registration, Attendance of the Meeting and Proxy Granting 7. Proxy Form 8. Information of Fund Manager from BBLAM Asset Management Company Limited as Proxy to Attend the Meeting 9. Map of Venue of the Meeting 10. Information on the Entering into a Transaction with the Fund’s Related Parties to Amend the Biomass Raw Material Sale and Purchase Agreement for Electricity and Steam Manufacturing 11. List of 10 Major Unitholders at Book Closing Date (10 March 2020) 12. Precautionary Measures and Guidelines for the 2020 Annual General Meeting of Unitholders during the outbreak of Coronavirus Disease 2019 (COVID-19) As BBL Asset Management Company Limited (the “Management Company”) as the Management Company of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) (the “Fund”) deemed it appropriate to convene the 2020 Annual General Meeting of Unitholders of the Fund on Friday, 26 June 2020, at 10.00 hours, at Crowne Ballroom, 21st floor, Crowne Plaza Bangkok Lumpini Park Hotel. The quorum of the 2020 Annual General Meeting of Unitholders shall consist of the Unitholders and the proxies not less than 25 unitholders or half of the total number of unitholders, and the total number of units held by the unitholders who attend the meeting shall not be less than one-third of the total number of units sold of the Fund. In this regard, even though the government agencies have relieved the precautionary measures to prevent the spread of Coronavirus Disease 2019 (COVID-19), the Management Company encourages the Unitholders to appoint the Fund Manager as a proxy to attend the 2020 Annual General Meeting of Unitholders on behalf of the Page 1 Unitholders. For safety of the meeting attendees in the 2020 Annual General Meeting of Unitholders, the Management Company have to announce Precautionary Measures and Guidelines for the 2020 Annual General Meeting of Unitholders during the outbreak of Coronavirus Disease 2019 (COVID-19) in accordance with the Public Health Standards of Department of Disease Control, Ministry of Public Health or any rules announced by government agencies to prevent the outbreak, whereby the meeting attendees must strictly follow, details of which appeared in the Attachment 12. The Management Company would like to propose the Unitholders to consider matters according to the following agendas: Agenda 1 To acknowledge the minutes of past meetings of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) Fact and Rationale The Management Company has prepared the Minutes of the 2019 Annual General Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) held on 26 April 2019, details of which appeared in the Attachment 1, and the Minutes of the Extraordinary Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) No.1/2019 held on 23 December 2019, details of which appeared in the Attachment 2. In this regard, the Management Company has delivered the copy of the aforesaid minutes to the Stock Exchange of Thailand (the “SET”) within 14 days from the date of the meeting pursuant to the regulations announced by the SET and disclosed the aforesaid minutes in the Fund’s website. The Opinion of the Management Company The Management Company deemed appropriate to propose the Unitholders to acknowledge the Minutes of the 2019 Annual General Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) and the Minutes of the Extraordinary Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) No.1/2019. The Opinion of the Fund Supervisor The Fund Supervisor deemed appropriate to propose the Unitholders to acknowledge the Minutes of the 2019 Annual General Meeting of Unitholders of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF) and the Minutes of the Extraordinary Meeting of Unitholders No.1/2019 of Buriram Sugar Group Power Plant Infrastructure Fund (BRRGIF). Page 2 Resolution This agenda is for acknowledgement, therefore, there is no casting of votes. Agenda 2 To acknowledge the significant management of the Fund and the management guideline in the future Fact and Rationale In order to propose the Unitholders to acknowledge the significant change and development of the Fund for the year 2020 and the management guideline of the Fund in the future, the Management Company deemed appropriate to report the following matters to the Unitholders: 2.1 The Significant Change and Development After the Fund invested in Net Revenue Transfer Agreement of Power Pant Business of Buriram Energy Co., Ltd. (“BEC”) and Buriram Power Co., Ltd. (“BPC”), dated 2 August 2017 ("Net Revenue Transfer Agreement"). In 2019, the power plant of BEC and BPC was scheduled to have major maintenance which will be conducted once in every 3 years, other than yearly maintenance. Such maintenance caused the power plant to halt the operation in order to repair damaged machinery for many times since the second quarter of 2019 and the yearly maintenace was rescheduled from November 2019 to September 2019. 2.2 The Management Guideline in the Future The Management Company focuses on management by taking into consideration the regular benefits of the Unitholders in a long term. The Management Company has constantly carried out and monitored the operations of BEC and BPC from the documents received from BEC and BPC and from the meeting with Manufacturing Department of the power plant in order to inquire about problems and obstacles in the operation, and inspect the assets of the power plant with the Fund Supervisor every year. Moreover, the Management Company has followed up and monitored the implementation of maintenance plan to be in accordance with the approval of the Fund since the establishment of the Fund, as well as the operation of the power plant to be in accordance with Net Revenue Transfer Agreement and Undertaking Agreement, which are part of risk management so that the Fund can distribute the return to the Unitholders appropriately and constantly. The Opinion of the Management Company The Management Company deemed appropriate to propose the 2020 Annual General Meeting of Unitholders to acknowledge the details of the significant management of the Fund and the management guideline in the future, in order to comply with the regulations imposed by the Office of Securities and Exchange Commission Page 3 (the “Office of the SEC”) which requires the Management Company to report the Unitholders to acknowledge the aforesaid matter. The Opinion of the Fund Supervisor The Fund Supervisor deemed appropriate to propose the 2020 Annual General Meeting of Unitholders to acknowledge the details of the significant management of the Fund and the management guideline in the future, in order to comply with the regulations imposed by the Office of SEC which requires the Management Company to report the Unitholders to acknowledge the aforesaid matter. Resolution This agenda is for acknowledgement, therefore, there is no casting of votes. Agenda 3 To acknowledge the operating performance, the Financial Statements and the Income Statement of the Fund for the year 2019 Fact and Rationale The Management summarized the operating performance of the Fund from 1 January 2019 to 31 December 2019 as shown in the annual report for the year 2019 (Part 4 Financial Position and performance of the Fund, Subject 13.2) as appeared in Attachment 3, which was delivered to the Unitholders in CD-ROM format along with this Invitation Letter. In this regard, the Statement of Financial Position and Income Statement for the year ended 31 December 2019 of the Fund has been prepared in accordance with the accounting standard and audited by the certified auditor from PricewaterhouseCoopers ABAS Co., Ltd., which was summarized as follow: Statement 2019 2018 (Unit: THB Million) (Unit: THB Million) Statement of Financial position Total Assets 3,362.04 3,654.64 Total Liabilities 3.01 2.82 Net Asset Value 3,359.03 3,651.83 Net Asset Value per Unit (THB) 9.5972 10.4337 Page 4 Statement 2019 2018 (Unit: THB Million) (Unit: THB Million) Income Statement Total Income 244.18 264.17 Total Expenses 26.96 27.29 Net Investment Income 217.22 236.88 Unrealized loss on investment (24.22) (19.47) Increase in net assets from operations 193.00 217.41 Cash Flow Statement Net cash from operating activities 483.37 274.63 Net cash used in financing activities (485.80) (274.96) Net cash and decrease in cash equivalents (2.42) (0.33) Cash and cash equivalents at the beginning of the year 7.52 7.85 Cash and cash equivalents at the end of the year 5.10 7.52 In addition, the auditor determine that the valuation of Net Revenue Transfer Agreement is key audit matters. The auditor carried out the audit procedures by inquiring the management of the Management Company and independent appraiser to understand the basis used for measurement of fair value appraisal and related key assumptions. In this regard, the evaluation of the appropriateness of the fair value approach for the investment by using income approach comparing with the normal practice of the in the industry and the evaluation of reasonableness of key assumptions used for evaluation which are the assumptions of forecasted net future cash flows and the assumptions of discount rate.
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