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Notice to Attend
The 2011 Annual General Meeting of ShareholdersEsso (Thailand) Public Company Limited
Thursday, April 28, 2011
at 14.00 hours
The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor
199 Sukhumvit Soi 22, Sukhumvit Road, Bangkok
3Esso (Thailand) Public Company Limited
(Translation)
March 25, 2011
Subject : Notice to attend the 2011 Annual General Meeting of Shareholders
Attention : All shareholders
Enclosures : 1) Copy of Minutes of the 2010 Annual General Meeting of Shareholders
2) 2010 Annual Report (CD_ROM) comprising the Financial Statements for the fiscal period ended December 31, 2010 including an auditor’s report, and 2010 Highlights Report
3) Resumes of directors supporting their re-election
4) Rules for registration, proxy and attending the Shareholders’ Meeting
5) Explanation regarding Proxy Forms for the Shareholders’ Meetings and Proxy Forms consistent with the Notice of the Department of Business Development Re Prescription of Form of Proxy (No. 5) B.E. 2550
6) Articles of Association of the Company relating to Shareholders’ Meeting
7) Form to request a hard copy of the Annual Report
8) Map of Meeting Location
From November 26, 2010 to February 15, 2011, the Company invited shareholders to propose relevant agenda items for the 2011 Annual General Meeting of Shareholders but none were received. The Board of Directors has therefore resolved to hold the 2011 Annual General Meeting of Shareholders on Thursday, April 28, 2011, at 14:00 hours at The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok to consider only the following normal agenda items:
1. To certify the Minutes of the 2010 Annual General Meeting of Shareholders
Background: The Company prepared the Minutes of the 2010 Annual General Meeting of Shareholders held on April 27, 2010, a copy of which is attached to this Notice (Enclosure No. 1). The copy of the Minutes of the 2010 Annual General Meeting of Shareholders was submitted to The Stock Exchange of Thailand within 14 days as required and disseminated in the Company’s website and no objection or amendment was received.
The Board’s Opinion: The Minutes of 2010 Annual General Meeting of Shareholders should be presented at the shareholders’ meeting for their certification.
2. To acknowledge the report of the Board of Directors regarding business operations during the past year including the annual report proposed to the meeting and approve the balance sheet and profit and loss
account including the report of the auditor
Background: The report of the Board of Directors regarding business operations during the past year,
annual report for the year 2010 and the balance sheet and profit and loss account audited
by the Company’s auditor and reviewed by the Audit Committee are exhibited in the 2010
Annual Report, which is attached to this Notice (Enclosure No. 2)
4 Esso (Thailand) Public Company Limited
The Board’s Opinion: The report of the Board of Directors regarding the Company’s business operations and its
annual report should be presented at the shareholders’ meeting for acknowledgment and
the balance sheet and profit and loss account audited by the Company’s auditor and
reviewed by the Audit Committee should be presented at the shareholders’ meeting for their
approval.
3. To consider and approve the allocation of profit and dividend payments
Background: The dividend policy previously adopted by the Board of Directors is to recommend to
shareholders a dividend of not less than 40% of net profits after deduction of all specified
reserves, subject to the Company’s investment plans, applicable laws, contingencies and
other relevant considerations. The actual dividend payout ratio may vary above or below the
level indicated in the dividend policy and is subject to other risk factors.
For the full year 2010, the Company had a net profit of Baht 1,654 million (One Thousand
Six Hundred Fifty Four Million Baht), and made an allocation for reserve under Section 116
of the Public Limited Company Act B.E. 2535 in the amount of Baht 69,358,000 (Sixty Nine
Million Three Hundred and Fifty Eight Thousand Baht). As the Company had an
unappropriated retained earnings after deduction of all specified reserves as of December
31, 2010 of Baht 2,951 million (Two Thousand Nine Hundred and Fifty One Million Baht), the
Board has recommended that a dividend of Baht 0.20 (Twenty Satangs) per share for year
2010 be paid to all eligible shareholders whose names appear in the register of shareholders
on the Record Date. The proposed aggregate dividend payment amount will be Baht
692,171,600 (Six Hundred Ninety Two Million One Hundred Seventy One Thousand Six
Hundred Baht) and the dividend payment date would be May 26, 2011. The Record Date
for ascertaining entitlement to a dividend is May 11, 2011 and the share register book
closing date for collecting the name of the shareholders pursuant to the Securities and
Exchange Act, Section 225 is May 12, 2011.
Dividend payment comparison is as follows:
Details Y2010 Y2009 Y2008
1. Net Profits (Million Baht) 1,654 4,451 (6,864)
2. Allocation of net profit to legal reserve (Million Baht) 69 205 -
3. Number of Shares (Million shares) 3,461 3,461 3,461
4. Dividend per share (Baht per share) 0.20 0.50 0.50
5. Total dividend (Million Baht) 692 1,730 1,730
6. Payout ratio after deduction of legal reserve 44% 41% >100%
The Board’s Opinion: The shareholders should approve the allocation of profit and the payment of a dividend of
Baht 0.20 (Twenty Satangs) per share to all eligible shareholders whose names appear in
the register of shareholders on the Record Date. The proposed aggregate dividend payment
amount will be Baht 692,171,600 (Six Hundred Ninety Two Million One Hundred Seventy
One Thousand Six Hundred Baht) and the dividend payment date would be May 26, 2011.
The Record Date for ascertaining entitlement to a dividend is May 11, 2011 and the share
register book closing date for collecting the name of the shareholders pursuant to the
Securities and Exchange Act, Section 225 is May 12, 2011.
5Esso (Thailand) Public Company Limited
4. To consider and approve the election of directors in place of those retiring by rotation
Background: The Public Limited Company Act B.E. 2535 (as amended) and the Company’s Articles of
Association provide that at every Annual General Meeting of Shareholders, one-third of
directors shall retire and that these directors are eligible for re-election. At the 2011 Annual
General Meeting of Shareholders, four directors namely (1) Mr. Robert Michael Cooper –
Director and Chairman of Board of Directors; (2) Mr. Mongkolnimit Auacherdkul – Director;
(3) Mr. Mark Ell Northcutt - Director; and (4) Mr. Adisak Jangkamolkulchai – Director will
have to retire.
From November 26, 2010 to February 15, 2011, the Company invited shareholders to
nominate candidates for election as director at the 2011 Annual General Meeting of
Shareholders but none were received. As the Company has not instituted a nomination
committee process, the Board of Directors has considered various appropriate qualifications
including knowledge and experience as well as the past performance of these four retiring
directors. The Board is of the opinion that these four directors who are retiring should be
proposed for re-election. The resumes of the four directors are attached (Enclosure No. 3).
The Board’s Opinion: As all four directors proposed for election, namely Mr. Robert Michael Cooper, Mr.
Mongkolnimit Auacherdkul, Mr. Mark Ell Northcutt and Mr. Adisak Jangkamolkulchai, are
duly qualified in accordance with the provisions of the Public Limited Company Act, and are
knowledgeable and experienced in the matters relating to the Company’s business, the
Board is of the opinion that they should be re-elected.
5. To consider and approve Directors’ remuneration
Background: As the Company has not instituted a remuneration committee process, upon taking into
account all appropriate factors including market compensation levels for directors, the Board
of Directors has proposed that the shareholders approve the remuneration of directors in
line with past practice as follows:
(a) Directors who are also members of the Audit Committee be paid a directors’ fee of Baht
166,667 per month;
(b) Directors who are NOT members of the Audit Committee be paid a directors’ fee of Baht
133,334 per month; and
(c) Notwithstanding paragraph (a) and (b) above, directors who receive separate
compensation from the Company or its affiliates for any type of full-time service/s
rendered not be paid any directors’ fees.
The amount of proposed remuneration is same as year 2010.
The Board’s Opinion: The shareholders should approve the proposed remuneration.
6 Esso (Thailand) Public Company Limited
6. To consider and approve the appointment of the Company’s auditors and their remuneration
Background: The Company’s Articles of Association require that the appointment of the Company’s
auditors and their remuneration be approved by the Shareholders. The Board of Directors
proposed the appointment of the Company’s auditor and their remuneration as follows:
1) Name and Auditing Firm: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, Ms.
Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn Phruithithada
C.P.A. (Thailand) No. 3257; all of PricewaterhouseCoopers ABAS Ltd. These auditors
are also the auditors of certain subsidiaries and affiliates of the Company that are
located in Thailand.
2) Relationship with the Company: The proposed auditing firm has no relationship of
conflict of interest with the Company, the management of the Company, majority
shareholders or related persons of the said persons.
3) Service Years: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, has reviewed or
audited and rendered relevant opinion in the Company’s financial statements in year
2010. Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn
Phruithithada C.P.A. (Thailand) No. 3257 have never reviewed or audited and rendered
relevant opinions in the Company’s financial statements.
4) Remuneration: Not to exceed Baht 4,600,000 which was concurred by the Audit
Committee as per details below:
Remuneration 2011 2010
Annual remuneration (Baht) Not to exceed 4,600,000 4,300,000
Other fee (Baht) - -
Total (Baht) Not to exceed 4,600,000 4,300,000
The Board’s Opinion: The shareholders should approve the appointment of Ms. Nattaporn Phan-Udom C.P.A.
(Thailand) No. 3430, Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms.
Unakorn Phruithithada C.P.A. (Thailand) No. 3257; all of PricewaterhouseCoopers ABAS
Ltd and authorize any of them to conduct the appropriate audits and to render relevant
opinions in the financial statements. Upon taking into account all appropriate factors
including the quality, potential increased work load due to new accounting standards
implementation in accordance with International Financial Reporting Standards (IFRS) in
Thailand in 2011 and compensation for inflation, the shareholders should approve the
auditor’s remuneration be set at an amount not to exceed Baht 4,600,000 which was
concurred by the Audit Committee.
7Esso (Thailand) Public Company Limited
7. To consider other businesses (if any)
You are cordially invited to attend the meeting on the date, time and place mentioned above. If you are not able to attend the meeting, you may designate another person as your authorized representative by completing and submitting the attached proxy form before the meeting convenes.
Very truly yours,
Signed by: Robert Michael Cooper
(Mr. Robert Michael Cooper)
Chairman of the Board of Directors
8 Esso (Thailand) Public Company Limited
Enclosure No. 1
(Translation)
Minutes of the 2010 Annual General Meeting of Shareholders
Date, Time & Venue:
The Meeting was held on Tuesday, April 27, 2010, at 14.00 hours, at Windsor Suites Hotel at Petchpailin Ballroom, 11th Floor, No. 8 Soi 18-20, Sukhumvit Road, Bangkok Metropolis.
Directors Present:
1. Mr. Robert Michael Cooper Chairman of the Board and Managing Director
2. Dr. Kurujit Nakornthap Independent Director
3. Mr. Sompop Amatayakul Independent Director and Chairman of the Audit Committee
4. Mr. Smit Tiemprasert Independent Director, Member of the Audit Committee and Chairman of Performance Evaluation Committee
5. Mrs. Wattanee Phanachet Independent Director and Member of the Audit Committee
6. Mr. Wattana Chantarasorn Director and Member of Performance Evaluation Committee
7. Mr. Mongkolnimit Auacherdkul Director, Government & Public Affairs Manager and Member of Performance Evaluation Committee
8. Mr. Adisak Jangkamolkulchai Director and Refinery Process Manager
9. Mr. Mark Ell Northcutt Director and Refinery Manager
10. Mr. Somjate Saifon Director and Chemicals Manager
11. Mr. Kwok Yew Meng Director and Retail Manager
Director Absent:
Mrs. Porntida Boonsa Director
Executives Present:
1. Mrs. Phantipa Rasananda Investor Relations Manager
2. Ms. Jo-Anne Eu Lubricants Manager
3. Mrs. Ratrimani Pasiphol Treasurer and Tax Manager
4. Mr. Chai Jangsirikul Controller
Executive Absent:
Mr. Channarong Janjitmun Industrial and Wholesale Manager
Other Attendants:
1. Ms. Nattaporn Phan-Udom Auditor of the Company of PricewaterhouseCoopers ABAS Ltd
2. Mr. Pradit Sahachaiyunta Legal Counsel, International Legal Counsellors Thailand Ltd.
9Esso (Thailand) Public Company Limited
Enclosure No. 1
Preliminary Proceeding:
Mr. Robert Michael Cooper, the Chairman of the Board, presided as chairman of the meeting. He invited Khun Phantipa and Khun Mongkolnimit to explain how the meeting would be conducted. Khun Phantipa advised the meeting that she and Khun Mongkolnimit would summarize to the Chairman in English the parts of the meeting conducted in Thai and for the convenience of the shareholders, they would summarize to the shareholders in Thai the Chairman’s comments in English.
The Chairman noted that the Company has a registered paid up capital of 17,075,181,200.40 Baht (Seventeen billion seventy five million one hundred eighty one thousand and two hundred Baht and forty satangs) comprising 3,460,858,000 common shares. He noted from the TSD screen that 79.6261 % of total shares were represented at the meeting and that this was sufficient to constitute a quorum under the Articles of Association of the Company (“AOA”). He therefore declared the 2010 Annual General Meeting of Shareholders (“AGM”) of the Company opened. He noted that during December 8, 2009 to February 12, 2010, the Company, through its website, invited the shareholders to propose suitable agenda items for the meeting but none were received. The meeting would therefore consider only the matters listed in the agenda sent out to all shareholders along with the Notice of this AGM, which was also announced in the Company’s website. He invited Khun Phantipa to go through the figures on the TSD screen on shareholder attendance at the meeting and to explain the voting procedure in Thai on his behalf.
Khun Phantipa, on the Chairman’s behalf, reported from the TSD screen that the Company has a registered paid up capital of 17,075,181,200.40 Baht (Seventeen hundred seventy five million and one hundred eighty one thousand and two hundred Baht and forty satangs) comprising 3,460,858,000 common shares. There were a total of 608 shareholders present, of whom 315 were present in person representing 8,061,264 shares and 293 present as proxy holders representing 2,747,684,020 shares. A total of 2,755,745,284 shares were represented at the meeting equal to 79.6261 % of the total of 3,460,858,000 issued and outstanding shares of the Company. Khun Phantipa noted that this was sufficient to constitute a quorum under the AOA.
Before proceeding with the agenda items, Khun Phantipa summarized on behalf of the Chairman the voting procedures for the meeting as follows:
• For each agenda item, after the presentation of the matter, the Chairman would provide the shareholders’ an opportunity to ask questions or comment on the matter. Any shareholders who wished to pose a question or comment should proceed to one of the standing microphones and clearly state their name before raising a question or offering a comment.
• After closing the discussion on the item, the Chairman would request the shareholders to vote on the matter.
• Each share carried one vote.
• The Chairman would ask the shareholders who opposed the proposed resolution or who wished to abstain from the vote to raise their hand and ushers would collect the ballot paper from them. The shareholders who approve the proposed resolution are not required to give the ballot to the ushers. After the meeting, shareholders may put their ballot in the box provided at the exit when leaving the meeting room.
• The opposing and abstention votes would be tallied and their numbers subtracted from the quorum to determine if the proposed resolution had been successfully carried. The remaining votes will be deemed to have voted in favor of the proposed resolution.
• For the election of directors in place of retiring directors, the Company would ask shareholders to elect the directors one by one but will collect the vote ballots of all directors after the election of the fourth director.
Khun Phantipa advised the meeting that Khun Supachai Arunthamsakul from International Legal Counsellors Thailand Ltd. would act as an independent inspector. She asked for one volunteer from the shareholders to act as another independent observer to inspect the vote count and Khun Chaiyot Worravitudomsuk, a proxy holder of a shareholder volunteered to act as another independent observer.
10 Esso (Thailand) Public Company Limited
As there were no questions on the voting process, the Chairman proceeded with the agenda items listed in the Notice of this meeting:
Agenda Item 1: To certify the Minutes of the 2009 Annual General Meeting of Shareholders
The Chairman requested the Meeting to certify the Minutes of 2009 Annual General Meeting of
Shareholders. He noted that the Board had recommended that the shareholders should certify
the Minutes. He then invited Khun Phantipa to explain the agenda item in Thai.
Khun Phantipa explained that the 2009 Annual General Meeting of Shareholders was held on
April 28, 2009. A copy of the minutes of the meeting was sent to all shareholders as attached to
the Notice of this meeting in Enclosure No. 1 (page 6). The Board of Directors had recommend-
ed that the shareholders should certify the Minutes.
The Chairman then invited questions or comments from the shareholders and there were none.
He proposed that the 2009 Annual General Meeting of Shareholders be certified. He advised
that the vote required for this agenda item was a simple majority of the shareholders entitled to
vote.
Resolution: The Meeting had considered and by a majority vote of the shareholders certified the Minutes of
the 2009 Annual General Meeting of Shareholders held on April 28, 2009 with the following
votes:
Certified: 2,756,577,107 Votes or 99.9994 %
Not certified: 10,027 Votes or 0.0004 %
Abstained: 6,100 Votes or 0.0002 %
Total: 2,756,593,234 Votes or 100 %
(639 voting shareholders)
Agenda Item 2: To acknowledge the report of the Board of Directors regarding business operations during
the past year including the 2009 Annual Report proposed to the meeting and approve the
Balance Sheet and Profit and Loss Account including the report of the auditor
The Chairman advised the meeting that the Board had recommended that the shareholders
should acknowledge the report of the Board of Directors and the Company’s 2009 Annual
Report regarding the Company’s business operations. The Board had also recommended that
the shareholders should approve the Balance Sheet and Profit and Loss Account including the
report of the auditor, which had been audited by the Company’s auditor and reviewed by the
Audit Committee. He invited Khun Phantipa to elaborate on the agenda item in Thai.
Khun Phantipa advised the Meeting that Section 113 of the Public Limited Companies Act and
Article 39 of the AOA required that the report of the Board of Directors and the Company’s
Annual Report regarding the Company’s business operation should be acknowledged by the
shareholders at the Annual General Meeting of Shareholders. Also, Section 112 of the Public
Limited Companies Act and Article 42 of the AOA required that the Board of Directors should
have the Balance Sheet and Profit and Loss Account as of the last day of the Company’s fiscal
year prepared and audited by the Company’s auditor and should submit it to the Annual General
Meeting of Shareholders for approval.
Enclosure No. 1
11Esso (Thailand) Public Company Limited
These reports and the Balance Sheet and Profit and Loss Account for the fiscal year ended
December 31, 2009 were sent to all shareholders as attached to the Notice of the Meeting in
Enclosure No. 2, and were also available at the time of registration for this Meeting. (The said
Balance Sheet and Profit and Loss Account for the fiscal year ended December 31, 2009
including an audit report of the auditors were included in the 2009 Annual Report, from page 57
onwards).
The Board of Directors had recommended that the shareholders should acknowledge the said
report of the Board of Directors and the Company’s 2009 Annual Report regarding the
Company’s business operation and approve the Balance Sheet and Profit and Loss Account for
the fiscal year ended December 31, 2009 including the report of the auditor which had been
reviewed by the Audit Committee and approved by the Board of Directors.
At this point a 9-minute video presentation describing the Company’s Operating Performance
for year 2009 was shown on the electronic screens.
After the video presentation, the Chairman invited questions or comments from the
shareholders.
A summary of the questions and answers follows:
Mr. Patigarn Mahakthanarak - Shareholder:
• At present, what is the market share of the Company and what is the margins of retails business?
The Chairman responded that as shown in video presentation, our market share in 2009 was
17%, which was an improvement from the year 2008, resulting in the Company being the 2nd
largest retailer in Thailand. In terms of scale of our business, we have 540 sites around the
country and average 200,000 customers a day visiting our sites. In respect of margins, the
Company does not separately break out the margin for our retail business. The Company looks
at its business in an integrated manner between refining, marketing, chemical and our lubricant
business. The Company continually strives to improve the business, including retail sites, and
to improve earnings. The Company will continue to work hard to improve our business
operations, including the retail business.
Mr. Jiraphan Buabucha - Shareholder
• Provide more clarifications about risk insurance in the Company’s business, e.g. why there is no business interrup-tion insurance as referred to in Page 9 of the 2009 Annual Report of the Company?
The Chairman responded that the Company is of the opinion that that was the right decision for
its interests. Managing risk is an essential aspect of managing the Company’s business. The
Company has an extensive risk management system. Our risk processes are very well
developed and have been sustained over a long period of time. However, there can never be a
100% guarantee.
An unidentified person – Shareholder
• With regard to the Company’s 2009 financial statements, why were there bank overdrafts amounting to Baht 48,164,000 as referred to in page 76 of the 2009 Annual Report ?
Khun Chai, Controller who had been assigned by the Chairman, explained that the Company
has several bank accounts. We realize that bank overdrafts will have high interest, and
consider carefully the way to manage the financial arrangements. However, it is necessary for
Enclosure No. 1
12 Esso (Thailand) Public Company Limited
the Company in certain cases to have bank overdrafts. In addition, the cash at bank and on
hand of year-end 2009 was higher than last year because a cheque received from a customer
dated 31 December 2009 could not be cleared immediately and so is accounted as part of cash
at bank and on hand.
Ms. Uraiwan Sakulmanitthana - Shareholder
• How will the Company manage the cost of sales to ensure profitability?
The Chairman responded that as shown in video presentation, many of our business strategies
are focused on improving revenues, reducing our costs or reducing cost of raw materials that
the Company purchased. The Company is of the view that all the business strategies together
focus on improving the overall results of the Company’s business and maintaining its
profitability.
An unidentified person - Shareholder
• What would be the optimum run of the refinery?
The Chairman responded that generally it is the ongoing optimization decision that the
Company makes on a day by day basis with planning information on margins, demand,
crude availability, etc. The optimum run for the Company at the refinery last year was
based on prevailing demand and prevailing economics.
As there were no further questions, the Chairman proposed that the Report of the Board of Directors and the Company’s 2009 Annual Report regarding the Company’s business operation be acknowledged, and the Balance Sheet and Profit and Loss Account for the fiscal year ended December 31, 2009 including the report of the auditor be approved. He advised that the vote required for this agenda item was a simple majority vote of the shareholders entitled to vote.
Resolution: The Meeting had considered and by a majority vote of the shareholders acknowledged the
Report of the Board of Directors and the Company’s 2009 Annual Report regarding the
Company’s business operation and approved the Balance Sheet and Profit and Loss Account
for the fiscal year ended December 31, 2009 including the report of the auditor, with the
following votes:
Acknowledged and approved: 2,773,321,664 votes or 99.9876 %
Not acknowledged and disapproved: 10,027 votes or 0.0004 %
Abstained: 334,000 votes or 0.0120 %
Total: 2,773,665,691 votes or 100 %
(760 voting shareholders)
Agenda Item 3: To consider and approve the allocation of profit and dividend payments
The Chairman advised the Meeting that the Company had already made interim dividend
payments totaling Baht 0.25 (Twenty five satangs) per share to all eligible shareholders of the
Company on September 28, 2009. Given the net profit for year 2009, the Board had opined that
the shareholders should approve payment of an additional dividend for 2009 at Baht 0.25
(Twenty five satangs). He invited Khun Phantipa to elaborate on this in Thai.
With respect to the allocation of profit, Khun Phantipa advised the Meeting that for the full 2009
year, the Company had a net profit of Baht 4,451 million (Four Thousand Four Hundred Fifty
Enclosure No. 1
13Esso (Thailand) Public Company Limited
One Million Baht). Pursuant to Section 116 of the Public Limited Company Act and clause 43 of
the AOA, the Company should make an allocation of profit for reserve not less than 5% of the
net annual profits until such reserve reaches an amount of not less than 10% of the registered
capital. The Board therefore had proposed the shareholders at the Meeting to approve year
2009 allocation of profit in the amount of Baht 205,013,549 (Two Hundred Five Million Thirteen
Thousand Five Hundred and Forty Nine Baht).
With respect to the dividend payments, Khun Phantipa advised the Meeting that the dividend
policy previously adopted by the Board of Directors was to recommend to shareholders a
dividend of not less than 40% of net profits after deduction of all specified reserves, subject to
the Company’s investment plans, applicable laws, contingencies and other relevant
considerations.
At this point, the following table describing details of dividend payments was shown on the
screen:
Details Y2009 Y2008
Net Profits (Million Baht) 4,451 (6,864)
Net Profits per share (Baht per share) 1.29 (1.98)
Interim dividend 0.25 0.50
Additional dividend 0.25 -
Total dividend per share (Baht per share) 0.50 0.50
Total dividend (Million Baht) 1,730 1,730
Payout ratio (percentage) 39% >100%
Payout ratio after deduction of legal reserve (percentage) 41% >100%
Khun Phantipa advised the Meeting that from the 2009 net profit of Baht 4,451 million, the
Company had a net profit of Baht 1.29 per share and made an interim dividend payment of Baht
0.25 per share on September 28, 2009. The Board of Directors had recommended that the
shareholders approve additional dividend payment of Baht 0.25 per share resulting in total 2009
dividend payment of Baht 0.50 per share. The proposed aggregate additional dividend payment
amount would be baht 865,214,500 (Eight Hundred Sixty Five Million Two Hundred Fourteen
Thousand and Five Hundred Baht). If the proposed additional dividend is approved, with an
approximate 3,461 million shares, the total 2009 dividend payment would be around Baht 1,730
million, equaling to 39% of the net profits.
The last row of the table shows the details of the payout ratio after the deduction of a legal
reserve. The total 2009 dividend payment equals 41% of the net profits after deduction of a
legal reserve of 205 million Baht consistent with the dividend policy of the Company, which
provides that the dividend payment shall not be less than 40% of the net profits after deduction
of all specified reserves.
For the proposed additional dividend payment, the Board of Directors had set the Record Date
for ascertaining entitlement to an additional dividend on May 7, 2010 and the share register
book closing date for collecting the names of the shareholders pursuant to the Securities and
Exchange Act section 225 on May 10, 2010. The proposed dividend payment date would be
May 26, 2010.
The Chairman then invited questions or comments from the shareholders.
Enclosure No. 1
14 Esso (Thailand) Public Company Limited
A summary of the questions and answers are as follows:
An unidentified person – Shareholder
• He mentioned that upon reviewing the 2009 Annual Report, it was found that the Company’s profit is subject to refining margins. Every time such refining margins are increased, the Company then shall have profits. Based on the 2009 Balance Sheet, the Company had profits in the 1st and the 2nd quarters but it incurred loss in the 3rd and the 4th quarters, respectively. He then would like to know about the Company’s business strategy and how to manage the Company’s businesses to ensure profitability.
The Chairman responded that the refining margins are key factor to the Company’s financial
performance. The fluctuations of refining margins were not just a Thailand effect but across the
refining industry in Thailand, regionally and globally. The refining margins were extremely low in
the second half of last year due to demand and supply in the market. Also, in the past two
years, fluctuations in crude prices had impacted refining margins due to stock impacts. Gener-
ally, these fluctuations create stock gains when crude prices rise and stock losses when crude
prices decline. In 2009, crude prices increased resulting in stock gains, which helped refining
margins. In total, refining margins were much stronger in 2009 than 2008. The Company’s
business strategy was as shown in the video presentation.
An unidentified person – Shareholder
• He mentioned that there were many factors to determine the Company’s profit, but we certainly knew that the Company’s market share now was at the rate of 17%. He would like more clarification about the management policy and how will the Company manage the cost of sales to ensure profitability?
The Chairman responded that the main factors to determine the Company’s profit would be
competition in world markets, fluctuations in crude prices, and demand and supply in the
market. Based on the Chairman’s 25-year experience in the business, fluctuations of profit in
this business should also be subject to factors the Company cannot control as mentioned. The
business strategy of the Company was as highlighted in video presentation. The Company tried
to save costs and expenses and to improve its business operations, e.g. safety policy, using
high technology, Knowhow from ExxonMobil, etc., to enable the Company to have the best
business results in this situation.
As there were no further questions, the Chairman proposed that the shareholders should approve the proposed allocation of profit and dividend payment. He advised that the vote required for this agenda item was a simple majority vote of the shareholders entitled to vote.
Resolution: The Meeting had considered and by a majority vote of the shareholders approved (i) the
allocation for a legal reserve under Section 116 of the Public Limited Company Act in the
amount of Baht 205,013,549, and (ii) the payment of an additional dividend of Baht 0.25 per
share on May 26, 2010 to all eligible shareholders whose names appear in the register of
shareholders on the Record Date with the following votes:
Approved: 2,773,491,664 votes or 99.9937 %
Not acknowledged: 65,027 votes or 0.0023 %
Abstained: 109,100 votes or 0.0039 %
Total: 2,773,665,791 votes or 100 %
(761 voting shareholders)
Enclosure No. 1
15Esso (Thailand) Public Company Limited
Agenda Item 4: To consider and approve the election of directors in place of those retiring by rotation
The Chairman advised the Meeting that the Board had recommended that the four existing
directors who were retiring by rotation and who were proposed for re-election at the 2010
Annual General Meeting of Shareholders be re-elected. He invited Khun Phantipa to elaborate
on the agenda item and on the four directors nominated for re-election in Thai.
Khun Phantipa advised the Meeting that Section 71 of the Public Limited Companies Act and
Articles 15 and 16 of the AOA provide that at every Annual General Meeting of Shareholders,
one-third of directors should retire and that these directors were eligible for re-election. At the
2010 AGM, four existing directors were scheduled to retire.
From December 8, 2009 to February 12, 2010, the Company had invited shareholders to
nominate candidates for election as directors at the 2010 AGM but none were received.
As the four retiring directors namely Mr. Sompop Amatayakul Independent Director, Mr. Smit
Tiemprasert Independent Director, Ms. Wattanee Phanachet Independent Director, and Mr.
Wattana Chantarasorn Director, were duly qualified in accordance with the provisions of the
Public Limited Company Act, and were knowledgeable and experienced in the matters relating
to the Company’s business, the Board of Directors was of the opinion that the four retiring
directors should be re-elected. The CV these retiring directors were distributed to the
shareholders as attached to Notice of this Meeting in Enclosure No. 3.
She noted that for this agenda, the shareholders were requested to vote for each director
separately. The resolution of each director required was a simple majority vote of the
shareholders entitled to vote. The ushers would collect the ballots from the shareholders after
the election of the fourth director.
4.1 The Chairman advised the Meeting that the first retiring director proposed for the re-election was Mr. Sompop Amatayakul. His CV was sent to all shareholders together with the Notice of this Meeting and he met all the qualifications for an independent director.
The Chairman then invited questions or comments from the shareholders and there were none.
The Chairman then proposed that the shareholders should approve the re-election of Mr.
Sompop Amatayakul.
Resolution: The Meeting had considered and by a majority vote of the shareholders approved the
re-election of Mr. Sompop Amatayakul as the Company’s director with the following votes:
Approved: 2,719,823,059 votes or 98.0588 %
Disapproved: 53,658,822 votes or 1.9346 %
Abstained: 183,910 votes or 0.0066 %
Total: 2,773,665,791 votes or 100 %
(761 voting shareholders)
4.2 The Chairman advised the Meeting that the second director proposed for the re-election was Mr. Smit Tiemprasert. His CV was sent to all shareholders together with the Notice of this Meeting and he met all the qualifications for an independent director.
The Chairman then invited questions or comments from the shareholders and there were none.
The Chairman then proposed that the shareholders should approve the re-election of Mr. Smit
Tiemprasert.
Enclosure No. 1
16 Esso (Thailand) Public Company Limited
Resolution: The Meeting had considered and by a majority vote of the shareholders approved the
re-election of Mr. Smit Tiemprasert as the Company’s director with the following votes:
Approved: 2,720,317,059 votes or 98.0766 %
Disapproved: 53,189,822 votes or 1.9177 %
Abstained: 158,910 votes or 0.0057 %
Total: 2,773,665,791 votes or 100 %
(761 voting shareholders)
4.3 The Chairman advised the Meeting that the third director proposed for re-election was Mrs. Wattanee Phana-chet. Her CV was sent to all shareholders together with the Notice of this Meeting and she met all the qualifica-tions for an independent director.
The Chairman then invited questions or comments from the shareholders and there were none.
He then proposed that the shareholders should approve the re-election of Mrs. Wattanee
Phanachet.
Resolution: The Meeting had considered and by a majority vote of the shareholders approved the
re-election of Ms. Wattanee Phanachet as the Company’s director with the following votes:
Approved: 2,719,639,059 votes or 98.0522 %
Disapproved: 53,862,822 votes or 1.9419 %
Abstained: 163,910 votes or 0.0059 %
Total: 2,773,665,791 votes or 100 %
(761 voting shareholders)
4.4 The Chairman advised the Meeting that the fourth director proposed for re-election is Mr. Wattana Chantara-sorn. His CV was sent to all shareholders together with the meeting notice and he was duly qualified to be a director of the Company.
The Chairman then invited questions or comments from shareholders and there were none. He
then proposed that the shareholders should approve the re-election of Mr. Wattana
Chantarasorn.
Resolution: The Meeting had considered and by a majority vote of the shareholders approved the
re-election of Mr. Wattana Chantarasorn as the Company’s director with the following votes:
Approved: 2,719,652,759 votes or 98.0526 %
Disapproved: 53,859,122 votes or 1.9418 %
Abstained: 153,910 votes or 0.0055 %
Total: 2,773,665,791 votes or 100 %
(761 voting shareholders)
Agenda Item 5: To consider and approve Director’s remuneration
The Chairman advised the Meeting that the Board of Directors had recommended that the
remuneration of directors should be in line with the past practice. He then invited Khun
Phantipa to elaborate on this agenda item in Thai.
Enclosure No. 1
17Esso (Thailand) Public Company Limited
Khun Phantipa advised that after taking into account all appropriate factors including market
compensation levels for directors, the Board of Directors had proposed that the shareholders
approved the remuneration of directors in line with past practice as follows:
Position Monthly Remuneration (Baht)
a) Directors who receive separate compensation from the Company or its affiliates for any type of full-time service/s rendered
None
b) Directors who are NOT members of the Audit Committee
133,334*
c) Directors who are also members of the Audit Committee
166,667*
* same as the remuneration paid in 2009 and there is no increase.
The Chairman then invited questions or comments from shareholders.
A summary of the questions and answers are as follows:
An unidentified person
• He asked for clarification whether directors other than outside directors, including audit committee members, do not receive any directors’ fee and requested that the remuneration of executives be disclosed.
The Chairman clarified that the directors who were full time employees of the Company or
affiliates received a separate salary, but receive no additional compensation for being directors.
Such remunerations are disclosed in the 2009 Annual Report.
An unidentified person
• She asked to know whether the figure disclosed in the financial statement includes other compensation and benefits received by directors from the Company.
The Chairman advised that the total compensation for directors and executives disclosed in the
2009 Annual Report included all benefits, which directors and executives received from the
Company.
As there were no further questions, the Chairman then proposed that the shareholders should approve the proposed Director’s remuneration. He advised that under the Public Limited Companies Act, the vote required for this agenda item was not less than two-thirds of the total votes of the shareholders attending the Meeting.
Resolution: The Meeting had considered and by a vote of not less than two-thirds of shareholders attending
the meeting approved the remuneration of directors in line with the past practice, with the
following votes:
Approved: 2,769,457,664 votes or 99.8457 %
Disapproved: 4,039,027 votes or 0.1456 %
Abstained: 241,000 votes or 0.0087 %
Total: 2,773,737,691 votes or 100 %
(773 voting shareholders)
Enclosure No. 1
18 Esso (Thailand) Public Company Limited
Agenda Item 6: To consider and approve the appointment of the Company’s auditors and their
remuneration
The Chairman advised the Meeting that the Board had recommended the appointment of Ms.
Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi Charoenthaveesubn, C.P.A.
(Thailand) No. 3044, and Ms. Unakorn Phruithithada, C.P.A. (Thailand) No. 3257, of Pricewater-
houseCoopers ABAS Ltd as the Company’s auditors for the fiscal year ending as of December
31, 2010, and that they be paid the same remuneration as last year. He then invited Khun
Phantipa to elaborate on this agenda item in Thai.
Khun Phantipa elaborated that section 120 of the Public Limited Companies Act and Articles 39
and 49 of the AOA, require that the appointment of the Company’s auditors and their
remuneration be approved by the Shareholders.
She noted that as the previous auditor has conducted the review or audited and rendered
relevant opinions in the financial statements of the Company for five consecutive years, the
Company is required to change its auditor in accordance with the requirement of the Capital
Market Supervisory Board. She noted that the Board of Directors, with the concurrence of the
Audit Committee, had recommended that the shareholders approve the appointment of Ms.
Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi Charoenthaveesubn, C.P.A.
(Thailand) No. 3044, and Ms. Unakorn Phruithithada, respectively, of PricewaterhouseCoopers
ABAS Ltd, as the Company’s auditors for the fiscal year ending as of December 31, 2010 and
authorize any of them to conduct the appropriate audits and to render relevant opinions in the
Company’s financial statements.
She also noted that the proposed auditing firm and each of auditors has no conflict of interest
with the Company, the management of the Company, its majority shareholders or related
persons of the said persons.
She advised that the proposed auditors be paid a fixed remuneration of Baht 4,300,000 (same
as last year).
The Chairman then invited questions or comments from shareholders.
A summary of the questions and answers was as follows:
Khun Surapol Inkam – shareholder
• He mentioned that the Board of Directors should re-consider the remuneration of the audit fee as it was a high amount, upon considering the Company’s profit of Baht 4,000 million Baht.
The Chairman responded that the Company normally considered every cost and expense
carefully and the said remuneration was the same rate as last year which had been reviewed by
the Audit Committee. An unidentified person
• She mentioned that the proposed audit fee was a high amount, compared with the other similar sized listed companies. She then asked the Chairman if it was necessary to use services of this audit firm?
The Chairman responded that as previously advised the Company considered every cost and
expense carefully and was of the opinion that the proposed remuneration was appropriate.
Enclosure No. 1
19Esso (Thailand) Public Company Limited
As there were no further questions, the Chairman proposed that the shareholders approve the appointment of the aforementioned auditors and their remuneration as proposed. He advised that for this agenda item the vote required was a simple majority of shareholders entitled to vote.
Resolution: The Meeting had considered and by a majority vote of the shareholders approved the
appointment of Ms. Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi
Charoenthaveesubn, C.P.A. (Thailand) No. 3044, and Ms. Unakorn Phruithithada C.P.A.
(Thailand) No. 3430, all of PricewaterhouseCoopers ABAS Ltd, as the Company’s auditors and
authorized each of them to conduct the appropriate audits and to render relevant opinions in the
Company’s financial statements for year 2010, at a fixed total remuneration of Baht 4,300,000,
with the following votes:
Approved: 2,769,791,064 votes or 99.8577 %
Disapproved: 298,127 votes or 0.0107 %
Abstained: 3,648,500 votes or 0.1315 %
Total: 2,773,737,691 votes or 100 %
(773 voting shareholders)
Agenda Item 7: To consider other businesses (if any)
As there was no other business to be conducted, the Chairman then invited the final questions
or comments from the shareholders.
Various comments were offered with respect to certain improvements of the Company’s service
stations and the absence of gifts for shareholders attending the meeting.
The Chairman thanked all for their comments and said the Company would take the comments
under consideration.
Upon completion of the discussion, the Chairman thanked all shareholders for their attendance
at the 2010 AGM and their continuing support for the Company and closed the Meeting.
The meeting adjourned at 16.30 hours.
Signed by : Robert Michael Cooper
...........................................................
Chairman of the Meeting
(Mr. Robert Michael Cooper)
Signed by: Angsna Pirentorn
........................................................
Corporate Secretary
(Mrs. Angsna Pirentorn)
Enclosure No. 1
20 Esso (Thailand) Public Company Limited
Enclosure No. 3
Mr. Robert Michael Cooper
Director and Chairman of the Board of Directors
Age: 49 years old
Education : BA/Business, University of Northumbria, UK
Experience : 2006 – 2009 : Manager Investor Relations, Exxon Mobil Corporation, USA 2005 – 2006 : Upstream General Auditor, ExxonMobil, USA 2001 – 2005 : Manager Financial Reporting and Analysis ExxonMobil, USA
Record of violation of law : None
Shareholding in the Company : None
Director Development Training : Director Accreditation Program (DAP); Offered by the Thai Institute of Directors Association (IOD)
Family relationship with Executives : Noneof the Company
Attendance of Board Meeting in year 2010 : 6/6
Directorship/Management : Nonein other listed company
Directorship/Management : ExxonMobil Limited, in non-listed company Chairman and Managing Director Mobil Enterprises (Thailand) Limited, Chairman and Managing Director
Directorship/Management in Business : Nonewith potential conflict of interest
Number of Directorship Term : 1 termIn the Company
21Esso (Thailand) Public Company Limited
Enclosure No. 3
Mr. Mongkolnimit Auacherdkul
Director and Member of Performance Evaluation Committee
Age: 53 years old
Education : M.Sc in Mechanical Engineering University of Cincinnati, USA
Experience : 2006 – 2009 : Public Affairs Manager, ExxonMobil Limited 2003 – 2005 : Refinery Coordination Manager, Esso (Thailand) Public Company Limited
Record of violation of law : None
Shareholding in the Company : None
Director Development Training : Director Accreditation Program (DAP); Offered by the Thai Institute of Directors Association (IOD)
Family relationship with Executives : Noneof the Company
Attendance of Board Meeting in year 2010 : 5/6
Directorship/Management : Nonein other listed company
Directorship/Management : Nonein non-listed company
Directorship/Management in Business : Nonewith potential conflict of interest
Number of Directorship Term : 2 termsIn the Company
22 Esso (Thailand) Public Company Limited
Enclosure No. 3
Mr. Mark Ell Northcutt
Director
Age: 48 years old
Education : B.Sc in Chemical Engineering, Texas Tech University, USA
Experience : 2006 – 2008 : Project & Planning Executive Refining, ExxonMobil Refining & Supply Company, USA 2004 – 2006 : Manager Global Manufacturing, ExxonMobil Lubricants & Specialties Company, USA 2001 – 2004 : Manager Process, Baton Rouge Refinery, ExxonMobil Refining & Supply Company, USA
Record of violation of law : None
Shareholding in the Company : None
Director Development Training : Director Accreditation Program (DAP); Offered by the Thai Institute of Directors Association (IOD)
Family relationship with Executives : Noneof the Company
Attendance of Board Meeting in year 2010 : 5/6
Directorship/Management : Nonein other listed company
Directorship/Management : None in non-listed company
Directorship/Management in Business : Nonewith potential conflict of interest
Number of Directorship Term : 1 termIn the Company
23Esso (Thailand) Public Company Limited
Enclosure No. 3
Mr. Adisak Jangkamolkilchai
Director
Age: 47 years old
Education : Ph.D in Chemical Engineering University of Tulsa, USA
Experience : 2005 – 2006 : Process Department Manager, Baytown Refinery, ExxonMobil Refining & Supply Company, USA 2003 – 2005 : Technical Department Manager, Baytown Refinery, ExxonMobil Refining & Supply Company, USA 2001 – 2003 : Asia Pacific Refining Optimization Advisor, ExxonMobil Refining & Supply Company, USA
Record of violation of law : None
Shareholding in the Company : None
Director Development Training : Director Accreditation Program (DAP); Offered by the Thai Institute of Directors Association (IOD)
Family relationship with Executives : Noneof the Company
Attendance of Board Meeting in year 2010 : 4/6
Directorship/Management : Nonein other listed company
Directorship/Management : Nonein non-listed company
Directorship/Management in Business : Nonewith potential conflict of interest
Number of Directorship Term : 2 termsIn the Company
24 Esso (Thailand) Public Company Limited
Rules for registration, proxy and attending the Shareholders’ Meeting
Registration
Shareholders or proxies may register for the meeting at The Imperial Queen’s Park Hotel at Queen’s Park 3, 2nd Floor, starting from 13.00 hours on Thursday, April 28, 2011.
Attendance of Meeting in Person
• Submit a signed and completed Registration Form
• Present original identification card, government official identification card or passport (in case of foreign shareholders) for registration
• In the event of change of name - last name, evidence certifying such change must also be presented.
Appointment of Proxy
• Each shareholder is permitted to grant only one proxy authorizing attendance and voting at the meeting. Shareholders are not permitted to allocate voting right amongst multiple proxy holders.
• The Company has prepared and sent 3 types of proxy forms to the shareholders along with an invitation notice for the shareholders’ meeting (Enclosure No. 5). The shareholders may select for usage either one of the proxy forms as appropriate and affix a stamp duty of Baht 20, crossed and dated appropriately to validate it in accordance with the law. The Company recommends proxy form B specifying your voting intention in each agenda.
• In order to enable the Company to prepare for the meeting properly, shareholders are encouraged to submit duly completed and signed proxy forms in accordance with the below rules along with all supporting documents to the Company Secretary at the Company’s address at least 1 day prior to the meeting date so that the Company has sufficient time to verify the documents.
Supporting Documents for the Appointment of Proxy
In case of individual grantor The grantor must submit and the proxy must present the following documents:
• Form of proxy signed by the grantor.
• Copy of grantor identification card, government official identification card or passport (in case of foreign appointer) which must be certified true and correct by the grantor.
• The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration.
In case of juristic person grantor The grantor must submit and the proxy must present the following documents:
• Form of proxy signed by a person authorized to sign to bind the juristic person according to its Affidavit, with the seal of the juristic person affixed (if any).
• In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
• In case the grantor is a juristic person registered abroad, please submit a copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no longer than 3 months.
• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the juristic person which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).
Enclosure No. 4
25Esso (Thailand) Public Company Limited
Enclosure No. 4
• For a foreign juristic person, if an original of any document is not in the English language, the English translation thereof must be prepared and attached. Such translation must also be certified true and correct by a person authorized to sign to bind the juristic person.
• The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration.
In case grantor is custodian that the Company’s shares are deposited with and such custodian is taking care of the Company’s shares for the foreign investor whose name appears in the register book, and custodian appoints the proxy to attend the meeting with Proxy Form C. The grantor must submit and the proxy must present the following documents:
• Power of Attorney from the shareholder who is a foreign investor authorizes the custodian to execute the proxy on his/her behalf together with the identification of the foreign investor whose name appears in the register book as follows:
- a copy of the constitutional document issued by competent authority in the country where the juristic
person is located, and certified by a notary public or other competent authority for no longer than 3
months
- Copy of passport of authorized person(s) of such foreign investor which must be certified true and
correct by the owner of passport.
• Confirmation letter showing that signatory of the Proxy is authorized to operate custodian business.
• Form of proxy signed by a person authorized to sign to bind the custodian according to its Affidavit, with the seal of the juristic person affixed (if any).
• Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the custodian, which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).
• If any of the aforementioned documents is not in the English language, the English translation thereof must be prepared and attached. The translation must also be certified true and correct by a person referring to such document or a person authorized to act on behalf of such person.
• The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration.
Esso (Thailand) Public Company Limited reserves the right to permit only those who have, in its view, submitted completed and correct documents to attend the meeting.
26 Esso (Thailand) Public Company Limited
Explanation regarding Proxy Forms for the Shareholders’ Meeting
Reference is made to the Notice of Department of Business Development Re: Prescription of Proxy Form (No. 5) B.E. 2550, dated 2 February 2007, specifying three types of proxy forms for use in meetings of shareholders of public limited companies as follows:-
Form A General proxy, which allows the Proxy to vote freely on behalf of the Grantor.
Form B Proxy that specifies various particulars for authorization and which contains clear and
concise details thereof and requires the Proxy to vote in the manner pre-selected by the
Grantor.
Form C Specific proxy for used by foreign shareholders who appoint a custodian in Thailand to act
as custodian of shares.
If any shareholder is unable to attend the meeting, such shareholder may appoint another person or any one of the following persons to act as proxy to attend and vote on their behalf and to form the quorum of the meeting in compliance with the Articles of Association of the Company:
Dr. Kurujit Nakornthap Independent Director
Mr. Sompop Amatayakul Independent Director and Chairman of Audit Committee
Mr. Smit Tiemprasert Independent Director and Member of Audit Committee
Mrs. Wattanee Phanachet Independent Director and Member of Audit Committee
Please select the appropriate form and sign your name as the Grantor, and clearly specify the proxy’s name, affix duty stamp of Baht 20, and return the same together with the supporting documents for the appointment of Proxy as stipulated in Rules for registration, proxy and attending the Shareholders’ Meeting (Enclosure No. 4) to the Company Secretary at the Company’s address prior to the meeting. Thank you for your cooperation.
Brief Profile of Independent Directors acting on Proxies for Shareholders
1. Name-Surname : Dr. Kurujit Nakornthap
Age : 55 years old
Address : Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position : Independent Director
Remark : Has no conflict of interest in any agenda item
2. Name-Surname : Mr. Sompop Amatayakul
Age : 70 years old
Address : Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position : Independent Director and Chairman of Audit Committee
Remark : Has no conflict of interest in any agenda item
Enclosure No. 5
27Esso (Thailand) Public Company Limited
3. Name-Surname : Mr. Smit Tiemprasert
Age : 71 years old
Address : Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position : Independent Director and Member of Audit Committee
Remark : Has no conflict of interest in any agenda item
4. Name-Surname : Mrs. Wattanee Phanachet
Age : 73 years old
Address : Esso (Thailand) Public Company Limited
3195/17-29 Rama IV Road, Klong Ton,
Klong Toey, Bangkok 10110
Position : Independent Director and Member of Audit Committee
Remark : Has no conflict of interest in any agenda item
Enclosure No. 5
29Esso (Thailand) Public Company Limited
Enclosure No. 5
Proxy Form (Form A)
Written at
Date
(1) I/We Nationality
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
(2) Being a shareholder of
holding the total amount of shares and have the rights to vote equal to votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(3) Hereby appoint:
(1) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(2) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(3) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
Independent Directors Dr. Kurujit Nakornthap Mr. Sompop Amatayakul
Mr. Smit Tiemprasert Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2011 Annual
General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s Park Hotel at Grand Hall,
2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and place as may be postponed
or changed.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves
in all respects.
Signed Grantor
( )
Signed Proxy Signed Proxy
( ) ( )
Signed Proxy Signed Proxy
( ) ( )
Notes:
(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.
Esso (Thailand) Public Company Limited
Please affixStamp dutyof Baht 20
31Esso (Thailand) Public Company Limited
Enclosure No. 5
Proxy Form (Form B)
Written at
Date
(1) I/We Nationality
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
(2) Being a shareholder of
holding the total amount of shares and have the rights to vote equal to votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(3) Hereby appoint:
(1) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(2) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(3) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
Independent Directors Dr. Kurujit Nakornthap Mr. Sompop Amatayakul
Mr. Smit Tiemprasert Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2011 Annual
General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s Park Hotel at Grand Hall,
2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and place as may be postponed
or changed.
(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:
Agenda 1 To certify the Minutes of the 2010 Annual General Meeting of Shareholders
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda 2 To acknowledge the report of the Board of Directors regarding business operations during the
past year including the annual report proposed to the meeting and approve the balance sheet
and profit and loss account including the report of the auditor
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Esso (Thailand) Public Company Limited
Please affixStamp dutyof Baht 20
32 Esso (Thailand) Public Company Limited
Agenda 3 To consider and approve the allocation of profit and dividend payments
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda 4 To consider and approve the election of directors in place of those retiring by rotation
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Appointment of all the directors
Approve Disapprove Abstain
Appointment of individual director
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Agenda 5 To consider and approve Director’s remuneration
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda 6 To consider and approve the appointment of the Company’s auditors and their remuneration
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda 7 To consider other business (if any)
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Mr. Robert Michael Cooper
Mr. Mongkolnimit Auacherdkul
Mr. Mark Ell Northcutt
Mr. Adisak Jangkamolkulchai
Enclosure No. 5
33Esso (Thailand) Public Company Limited
(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not
my/our voting as a shareholder.
(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting
considers or passes resolutions in any matters apart from those agendum specified above, including in case there is any
amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves
in all respects.
Signed Grantor
( )
Signed Proxy
( )
Signed Proxy
( )
Signed Proxy
( )
Signed Proxy
( )
Notes:
(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.
(3) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.
(4) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form (Form B).
Enclosure No. 5
34 Esso (Thailand) Public Company Limited
Attachment to Proxy Form (Form B)
The proxy of the shareholder of
At the 2011 Annual General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s
Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and
place as may be postponed or changed.
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects
as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve Disapprove Abstain
Agenda No. Subject
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Name of Director
Approve Disapprove Abstain
Esso (Thailand) Public Company Limited
4 To consider and approve the election of directors
in place of those retiring by rotation
Enclosure No. 5
35Esso (Thailand) Public Company Limited
Enclosure No. 5
Proxy Form (Form C)(For foreign shareholders appointing custodian in Thailand)
Written at
Date
(1) I/We Nationality
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
Acting as a Custodian for
Being a shareholder of
holding the total amount of shares and have the rights to vote equal to votes as follows:
Ordinary share shares and have the rights to vote equal to votes
Preferred share shares and have the rights to vote equal to votes
(2) Hereby appoint:
(1) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(2) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code , or
(3) Age years
Residing at house No. Road Tambol/Kwaeng
Amphur/Khet Province Post code
Independent Directors Dr. Kurujit Nakornthap Mr. Sompop Amatayakul
Mr. Smit Tiemprasert Mrs. Wattanee Phanachet
Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2011 Annual
General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s Park Hotel at Grand Hall,
2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and place as may be postponed
or changed.
(3) I/We would like to grant proxy holder to attend and vote in the Meeting as follows:
Grant proxy the total amount of shares to have the rights to vote
Grant partial shares of
Ordinary share shares and have the rights to vote equal to votes
Preference share shares and have the rights to vote equal to votes
Total amount of shares to have the rights to vote equal to votes
(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:
Agenda 1 To certify the Minutes of the 2010 Annual General Meeting of Shareholders
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Esso (Thailand) Public Company Limited
Please affixStamp dutyof Baht 20
36 Esso (Thailand) Public Company Limited
Agenda 2 To acknowledge the report of the Board of Directors regarding business operations during the
past year including the annual report proposed to the meeting and approve the balance sheet
and profit and loss account including the report of the auditor
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda 3 To consider and approve the allocation of profit and dividend payments
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda 4 To consider and approve the election of directors in place of those retiring by rotation
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Appointment of all the directors
Approve votes Disapprove votes Abstain votes
Appointment of individual director
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Agenda 5 To consider and approve director’s remuneration
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda 6 To consider and approve the appointment of the Company’s auditors and their remuneration
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda 7 To consider other business (if any)
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Mr. Robert Michael Cooper
Mr. Mongkolnimit Auacherdkul
Mr. Mark Ell Northcutt
Mr. Adisak Jangkamolkulchai
Enclosure No. 5
37Esso (Thailand) Public Company Limited
(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not
my/our voting as a shareholder.
(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting
considers or passes resolutions in any matters apart from those agendum specified above, including in case there is any
amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves
in all respects.
Signed Grantor
( )
Signed Proxy
( )
Signed Proxy
( )
Signed Proxy
( )
Signed Proxy
( )
Notes:
(1) The Proxy Form C is used only in case where foreign shareholders as registered in the share register who have custodian in Thailand. (English version is for reference. Please fill in Proxy Form C in Thai version only.)
(2) Evidences to be enclosed with the proxy form are:
(2.1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder together with the following documents:
(a) copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no longer than 3 months
(b) copy of passport of authorized person(s) of such foreign investor which must be certified true and correct by the owner of passport.
(2.2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian.
(2.3) Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
(2.4) Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the custodian, which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).
(3) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.
(4) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.
(5) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form (Form C).
Enclosure No. 5
38 Esso (Thailand) Public Company Limited
Attachment to Proxy Form (Form C)
The proxy of the shareholder of
At the 2011 Annual General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s
Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and
place as may be postponed or changed.
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda No. Subject
(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all
respects as deemed appropriate.
(b) The proxy must cast the votes according to my/our intention as follows:
Approve votes Disapprove votes Abstain votes
Agenda No. Subject
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Name of Director
Approve votes Disapprove votes Abstain votes
Enclosure No. 5
Esso (Thailand) Public Company Limited
4 To consider and approve the election of directors in place of those
retiring by rotation
39Esso (Thailand) Public Company Limited
Enclosure No. 5
Articles of Association of the Company relating to Shareholders’ Meeting
Chapter 5
Directors and Meeting of the Board of Directors
14) Unless otherwise prescribed in Articles 19, directors must be elected at a meeting of shareholders in accordance
with the following rules and procedures:
(a) in election of each director, each shareholder will have vote(s) equal to the number of share(s) held by him;
(b) each shareholder may vote all of his shares in the exercise of the right he has under paragraph (a) to elect
each of the candidates of his choice as a director but he cannot split his shares and cast his split votes in
favour of two or more candidates to one directorship;
(c) the candidates will be appointed as directors in order descending from the highest to the lowest number of
votes received until all of director positions required at such time are filled. Where the votes cast for
candidates in descending order are tied, which would otherwise cause the number of directors to be
exceeded, in case the chairman is also the Company’s shareholder, the chairman of the meeting shall
have a casting vote, or, in case the chairman is not the Company’s shareholder, the decision shall be
made by drawing lot.
15) At every annual general meeting, one-third of the directors shall retire. If the number of directors is not a multiple of
three, then the number of directors closest to one-third shall retire.
16) A director who retires from his office may be re-elected.
27) Directors are entitled to remuneration, allowances and fringe benefits from the Company in the form of emolument,
bonus, or other similar entitlements and per diem as prescribed by the Board of Directors which may set an exact
amount or a guideline and may prescribe it for certain or indefinite periods of time until it is changed.
The provisions stated in paragraph one will not affect the right of the Company’s staff or employees who are
appointed to be the directors with respect to their entitlement of any compensation and benefit as the Company’s
staff or employees.
40 Esso (Thailand) Public Company Limited
Chapter 6
Shareholders’ Meeting
31) The Board of Directors must arrange for an annual general meeting of the shareholders to be held within four
months from the last day of the Company’s fiscal year at the place where the head office of the Company is located,
nearby province or any place which the chairman of the board deems appropriate.
34) In calling a shareholders’ meeting, the Board of Directors must proceed as follows:
(a) prepare a notice stating the place, date, time and agenda of the meeting and matters to be proposed to the
meeting together with reasonable details by indicating clearly whether it is the matter proposed for
acknowledgement, for approval or for consideration, including the opinion of the Board of Directors for
such matters; and
(b) deliver the above notice to the shareholders at least 7 days prior to the date of the meeting; and
(c) publish the above notice in a newspaper for 3 consecutive days at least 3 days prior to the date of the
meeting.
35) In order to constitute a quorum, there must be at least 25 shareholders and proxies (if any) attending at a share-
holders’ meeting; or at least one half (1/2) of the total number of shareholder; and in either case, such shareholders
must hold not less than one-third of the total number of the Company’s shares issued and sold.
At any shareholders’ meeting, if one hour has passed since the time specified for the meeting and the number of
shareholders attending is still inadequate for a quorum as defined in the first paragraph of Article 35, and:
(a) if such shareholder’s meeting is called by the request of the shareholders, such meeting will be cancelled;
(b) if such shareholder’s meeting is not called by the request of the shareholders, the Board of Directors must
call for another meeting by sending a notice to the shareholders at least 7 days prior to the date of the
meeting. The notice is not required to be published in a newspaper. At the subsequent meeting, a
quorum prescribed in the first paragraph of Article 35 is not required.
36) The Chairman has a duty to conduct the meeting in compliance with the articles of association of the Company
relating to shareholders’ meeting and to follow the sequence of the agenda specified in the notice unless the
meeting resolves to change the sequence of the agenda items specified in the notice by a vote of not less than
two-third of the number of shareholders or proxies (if any) present at the meeting.
If the meeting concludes its consideration of the matter referred to in the first paragraph, the Shareholders or their
proxies (if any) holding an aggregate of not less than one-third of the total number of shares issued and sold may
request the meeting to consider matters other than those which are indicated in the notice.
If the meeting has not concluded its consideration of the matter according to the sequence of the agenda referred to
in the first paragraph nor the matter raised by the shareholders under the second paragraph and it is necessary to
postpone the consideration of the meeting, the meeting shall then determine the place, date and time for the next
meeting and require the board of directors to send a notice stating the place, date, time and the agenda of the
meeting to the shareholders at least 7 days prior to the date of the meeting. The notice must be published in a
newspaper for 3 consecutive days at least 3 days prior to the date of the meeting.
Enclosure No. 6
41Esso (Thailand) Public Company Limited
37) A resolution of the shareholders’ meeting shall require:
(a) in an ordinary event, the majority vote of shareholder or proxies (if any) who attend the meeting and are
entitled to vote; where one share will be counted as one vote. In case of a tied vote, the chairman of the
meeting will have a casting vote.
(b) in the following events, a vote of not less than three quarters of the total number of votes of the
shareholders and proxies (if any) who attend the meeting and are entitled to vote; where one share will be
counted as one vote:
(1) sale or transfer of the whole or certain substantial parts of the Company’s business to other person;
(2) purchase or acceptance of a transfer of business of other companies or private companies;
(3) making, amending or terminating of contract concerning the granting of a lease of the whole or certain
substantial parts of the Company’s business;
(4) authorization of another person to manage the Company’s business; or amalgamation of the business
with other persons for sharing profit and loss;
(5) amendment, modification or addition to the memorandum or articles of association of the Company;
(6) increase or decrease of capital;
(7) issuance of debentures;
(8) amalgamation; or
(9) dissolution
38) A secret vote at a shareholders’ meeting may be made upon a request by at least five shareholders and a resolution
passed by the shareholders’ meeting by a majority vote of the shareholders and proxies (if any) who attend the
meeting and are entitled to vote where one share shall be counted as one vote.
39) At annual general meeting should transact the following businesses:
(a) to acknowledge the report of the Board of Directors proposed to the meeting regarding business operation
during the past year including its annual report;
(b) to consider and approve the balance sheet and profit and loss accounts including an audit report of the
auditor;
(c) to allocate profit and declare dividend;
(d) to appoint directors replacing directors retiring by rotation;
(e) to appoint an auditor; and
(f) to consider other business.
Enclosure No. 6
43Esso (Thailand) Public Company Limited
Enclosure No. 7
Form to request a hard copy of the Annual Report
Attn: Investor Relations / Company Secretary
Fax: (66) 2262-4826
Email: [email protected]
Address: 3195/17-29 Rama IV Road, Klong Ton, Klong Toey, Bangkok 10110
I, a shareholder of Esso (Thailand) Public Company Limited, would like to request a hard copy of the Com-
pany’s 2010 Annual Report. Please send a hard copy of the Annual Report to the address below:
2010 Annual Report (Thai Version); or
2010 Annual Report (English Version)
Name of Shareholder:
Address:
Contact Number:
Signature
( )
Date
Remark: Copies of the Annual Report will also be available for shareholders attending the annual
general meeting.
45Esso (Thailand) Public Company Limited
Enclosure No. 8
Map of Meeting Location
The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor
199 Sukhumvit Soi 22, Sukhumvit Road, Bangkok
Remark: Shareholders or proxies may register for the meeting at Queen’s Park 3, 2nd Floor, starting from 13.00 hours