Sino-Thai Engineering and Construction Public Company Limited
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Sino-Thai Engineering and Construction Public Company Limited Notice of the 25/2019 Annual General Meeting of Shareholders Friday 26th, April 2019, at 2.00 p.m. 30th Floor, at the conference room of Sino-Thai Tower Registration will be on 27th, Fl., open at 12 p.m. NO SOUVENIRS Contents The Enclosures for Annual General Meeting of Shareholders 2019 Page Notice of Annual General Meeting of Shareholders No. 25/2019 1-11 Barcode Registration Form (Enclosure 1) Enclosed Copy of the Minutes of Annual General Meeting of Shareholders No. 24/2018 (Enclosure 12-38 No.2) Biographies of the persons proposed for appointment as directors of the Company to 39-45 replace retiring directors (Enclosure No. 3) Biographies of Audit Committee members and Independent Director acting as proxies for 46-48 shareholders at the shareholders meeting (Enclosure No.4) The Acknowledged Enclosures for Annual General Meeting of Shareholders 2019 Page Proxy Form A B and C (Enclosure No. 5) Enclosed Form for Requesting a Hard Copy of Annual Report 2018 (Enclosure No. 6) 49 Guidelines and Practice for attending the Annual General Meeting of Shareholders and 50-51 Granting of a Proxy (Enclosure No.7) The Company’s Articles of Association concerning the shareholders meeting 52-54 (Enclosure No.8) Submission of Questions for the Annual General Meeting (AGM) 2018 in Advance 55-56 (Enclosure No.9) Map of the Meeting Location 57 (Enclosure No.10) For further information please do not hesitate to contact Company Secretary Office at telephone: (+66) 2610-4900 ext. 1554, 1992, 1550 or our facsimile: (+66) 2259-4427 Notice of Annual General Meeting of Shareholders No. 25/2019 March 22, 2019 To: Shareholders of Sino-Thai Engineering & Construction Public Company Limited Enclosures: 1. Barcode Registration Form; 2. Copy of the Minutes of Annual General Meeting of Shareholders No. 24/2018; 3. Biographies of the directors proposed for reappointment as directors of the Company for an additional term due to their retirement by rotation; 4. Biographies of Audit Committee members, Nomination and Remuneration Committee members and Independent Directors acting as proxies for shareholders at the shareholders meeting; 5. Proxy Form A, B and C; 6. Form for Requesting a Hard Copy of the Annual Report for 2018; 7. Guidelines and Practices for attending the shareholders meeting and the grant of a proxy; 8. The Company’s Articles of Association concerning the shareholders meeting; 9. Form for Submission of Questions for the Annual General Meeting (AGM) 2019 in Advance; and 10. Map of the Meeting location. Notice is hereby given that the Board of Directors of the Company has resolved to convene the Annual General Meeting of Shareholders No. 25/2019 at 14.00 hours, on Friday, the 26th day of April, 2019 at Sino-Thai Tower, 30th Floor, No. 32/60 Sukhumvit 21 Road (Soi Asoke), Klongtoey Nua Sub-district, Wattana District, Bangkok Metropolis. The following business shall be transacted at the meeting: Agenda No. 1 To confirm the Minutes of the Annual General Meeting of Shareholders No. 24/2018 Facts and Reasons: The Annual General Meeting of Shareholders No. 24/2018 was held on April 30, 2018, and the shareholders resolved therein to approve all agenda items specified by law. The minutes of the said meeting shall be submitted to the following Annual General Meeting of Shareholders for confirmation. Board's Opinion: The Board is of the opinion that the said minutes should be proposed to the Annual General Meeting of Shareholders for confirmation, details of which appear in Enclosure No. 2. Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required. ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 21 กรุงเทพ 10110 27TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND www.stecon.co.th TEL: 0-2610-4900 FAX: 0-2260-1399 2 Agenda No. 2 To acknowledge the report on the Company's Operations as of December 31, 2018 and the Company’s Annual Report for 2018 Facts and Reasons: The Public Limited Companies Act B.E. 2535, Section 113, states that the Board of Directors shall deliver to the shareholders the Annual Report along with the notice calling for an annual general meeting of shareholders. In this regard, the Company prepared a correct and complete report on the Company’s operations and the Annual Report for 2018 in compliance with the Public Limited Companies Act B.E. 2535 and the criteria of the Office of the Securities and Exchange Commission. Board's Opinion: The Board is of the opinion that the report on the Company’s operations as of December 31, 2018 and the Company’s Annual Report for 2018 (details of which appear in Enclosure No. 1-QR Code) are accurate and that the same should be proposed to the Annual General Meeting of Shareholders for acknowledgment. Agenda No. 3 To consider and approve the Company’s financial statements for the fiscal period ended December 31, 2018 Facts and Reasons: According to Article 49 of the Company’s Articles of Association, the Company shall arrange for the preparation and keeping of accounts as well as the auditing thereof in accordance with the governing laws, and shall make a Balance Sheet and Profit and Loss Statement at least once every twelve (12) months of the fiscal period of the Company, and submit the same to the Annual General Meeting of Shareholders for approval. The Board of Directors completed the preparation and finalization of the financial statements as of December 31, 2018 according to general accepted accounting principles and Miss Krongkaew Limkittikul, the Company’s auditor holding C.P.A. License No. 5874, of EY Office Limited, has duly audited the said financial statements; details of which appear in the financial statements chapter of the Company’s 2018 Annual Report, pages 233 to 352, Enclosure No. 1-QR Code. Board's Opinion: The Board and the Audit Committee have approved the financial statements, which were audited by the Company’s auditor, and the Board is of the opinion that the Annual General Meeting of Shareholders should approve the said financial statements for the fiscal period ended December 31, 2018 to comply with the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535. Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required. ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 21 กรุงเทพ 10110 27TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND www.stecon.co.th TEL: 0-2610-4900 FAX: 0-2260-1399 3 Agenda No. 4 To consider the declaration of dividends payment for the year 2018 Facts and Reasons: Article 44 of the Company’s Articles of Association states that no dividend shall be paid otherwise than from profit. In the case where the Company has accumulated losses, no dividend shall be paid. A dividend shall be paid according to the number of shares, each share being paid equally. In addition, Article 45 of the Company’s Articles of Association states that the Company shall allocate at least five (5) percent of its net profit less the accumulated loss brought forward (if any) for a reserve fund until this fund attains an amount of at least ten (10) percent of the Company’s registered capital. The Company has a policy to pay dividends at the rate of at least 40% of the net profit before taking into consideration the interests of its subsidiaries, if the Company has profit and no accumulated loss as well as if the Company has no additional investment in any mega project. Board's Opinion: Board's Opinion: According to the business operating results for the year 2018, the Company generated a net profit in the amount of Baht 1,439,859,090 and has no accumulated loss. In addition, the Company has already allocated the legal reserve fund of Baht 152,510,654 which is 10% of the Company’s registered capital (Baht 1,525,106,540). Therefore, the Company is not responsible for any further allocation to the legal reserve fund. The Board is therefore of the opinion that the Annual General Meeting of Shareholders should approve the declaration of dividend payment for the year 2018 as follows: 1. The declaration of payment of dividends by cash at the rate of Baht 0.50 (Fifty Satang) per share to the Company’s shareholders holding 1,525,106,540 shares, being the total amount of Baht 762,553,270 (Seven Hundred Sixty-two Million Five Hundred Fifty- three Thousand Two Hundred and Seventy Baht only) which is 52.96% of the Company’s net profit and complies with the Company’s dividends payment policy. This dividends payment is subject to withholding tax at the rate of 10%, which is Baht 0.050 (Five Satang) per share. 2. The record date for determining the eligible shareholders for receiving dividends is fixed at March 20, 2019; and if the Annual General Meeting of Shareholders No. 25/2019 shall approve the said matter, the Company would fix the date for payment of dividends by May 24, 2019. However, the right to receive the said dividends is still uncertain as it has to be approved by the shareholders’ meeting. ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 21 กรุงเทพ 10110 27TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND www.stecon.co.th TEL: 0-2610-4900 FAX: 0-2260-1399 4 Comparison of dividends payment for the years 2015 and 2016 Details of dividends Year 2015 Year 2016 payment 1.