Minutes of the 2019 Annual General Meeting ... - trc-con.com€¦ · 8. Ms. Pavita Leesakul Director and Vice President, Corporate Affairs Division Absence with apologies Mr. Arun

=Translation=

Minutes of the 2019 Annual General Meeting of Shareholders

TRC Construction Public Company Limited

Date, time and venue

The Meeting was held on 29 April 2019 at 10.40 a.m., at Multifunction Room, 2nd Floor, TRC Building, No.8 Soi Sukhaphiban 5 Soi 32, Tha Raeng, Bang Khen District, Bangkok 10220, Thailand.

List of Directors in attendance 1. Mrs. Paichit Rattananon Chairman 2. Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. Independent Director and Chairman of Audit Committee 3. Mrs. Puangthip Silpasart Independent Director and Audit Committee 4. Assoc. Prof. Pises Sethsathira Independent Director 5. Mr. Smai Leesakul Director and Chairman of Executive Committee 6. Mr. Pasit Leesakul Director and Chief Executive Officer 7. Mrs. Podchanee Phaosavasdi Director and Chief Commercial Officer 8. Ms. Pavita Leesakul Director and Vice President, Corporate Affairs Division

Absence with apologies Mr. Arun Chirachavala Independent Director and Audit Committee

Representative from the Management Ms. Rewadee Ardharn Senior Accounting Manager

Representatives from EY Office Limited 1. Ms. Orawan Teawatanasirikul Partner 2. Ms. Kanokon Pattaratanasombut Senior Manager Assurance 3. Mr. Teerapong Kittimanasakul Manager Assurance

Representatives from Dharmniti Auditing Company Limited 1. Mr. Peradete Pongsathiansak Partner 2. Mr. Yodsak Kiwinsak Audit Manager 3. Ms. Hasaya Innuang Senior Audit Manager

Legal Advisor from Wayu & Partners Company Limited Mr. Somyod Suteerapornchai Legal Advisor

Enclosure 1

The 2019 Annual General Meeting of Shareholders on 29 April 2019 Page 10

Commencement of the Meeting Mrs. Paichit Rattananon, Chairman of the Board of Directors, presided at the Meeting (“The Chairman”). The Chairman declared to open the Meeting and welcomed all shareholders for attending the Meeting. The Chairman informed the number of shareholders attending the Meeting as follows:

In person 21 persons total of shareholding 126,797,394 shares By proxies 8 persons total of shareholding 2,168,819,217 shares Total 29 persons total of shareholding 2,295,616,611 shares

Since the aggregate number of shareholders attending the Meeting represented 37.2474% of the Company’s total 6,163,165,825 issued and paid-up shares as of the closing date of share register book and was over one-third of total shares, the quorum was then constituted in accordance with the applicable law and the Company’s Articles of Association stipulating that it requires at least 25 shareholders attending the Meeting both in person and by proxies or not less than a half of all shareholders and the aggregate number of shares must not be less than one-third of the paid-up shares to form a quorum.

Prior to preceding the Meeting agenda, the Chairman introduced that there were 8 out of total 9 directors attended the Meeting or 88.89% of the total number of directors, auditors from EY Office Limited for the 2018 Financial Statement, new auditors to be proposed to the 2019 AGM for the 2019 Financial Statement from Dharmniti Auditing Company Limited and legal advisor from Wayu and Partners Company Limited. The Chairman then assigned Mr. Somyod Suteerapornchai, Legal Advisor, to clarify the procedures of the Meeting as follows;

1. In the Meeting, one share shall be entitled to one vote. 2. A resolution of the Meeting will be approved with the majority vote of the shareholders attending the

Meeting and casting their votes unless otherwise provided in the Company’s Articles of Association or applicable laws. For each agenda that required voting, will be informed by the Company Secretary.

3. At the end of each agenda, the Company Secretary will propose the Meeting to consider and cast the vote. For disapproval and abstention, the shareholders are requested to raise their hands and submit a ballot to the Company’s staff for the votes to be counted. Shareholders who failed to raise their hands or did not submit the ballot or the submitted ballot was voided or spoiled; it will be deemed to count as approval. It is required that the ballot must have the signature of shareholder or proxy holder.

4. For a smooth and convenient Meeting, we will not collect the ballot voting as approval. All the ballots will instead be collected at the end of the Meeting. The exception to this is the ballot for agenda 6, the election of directors who retired by rotation, which will be collected from all of the shareholders/proxies straight away.

5. In case the shareholder provided proxy had already notified his/her vote in the proxy form, the vote will be counted as identified in the proxy form. For this case, OJ International Company Limited will record the vote in a vote-counting system in advance. The proxy will not receive the ballot.


6. In case the shareholder does not notify his/her vote in the proxy form, each proxy holder shall have the right to vote on behalf of such shareholder in all respects and voting procedure shall be the same as the shareholder attend the meeting in person.

7. In case the shareholder or his/her proxy arrives late, such shareholder or his/her proxy is entitled to cast the vote on remaining agenda only.

8. In case the shareholder or his/her proxy needs to leave the Meeting prior to the Meeting’s adjournment, such shareholder or his/her proxy may vote by filling in the voting sheet in advance and submit the ballot to the Company’s officer.

The voting procedures were described as follows; For agenda 1, 3, 4, 6 and 8, a resolution of the Meeting will be approved by majority voting of the

shareholders who were presented and voted at the Meeting. In case of a tie vote, Mrs. Paichit Rattananon (the Chairman) will have the deciding vote.

For agenda 5 to approve the directors’ bonus and agenda 7 to consider and approve the directors’ remuneration for the year 2019, a resolution of the Meeting will be approved by the vote of not less than two-thirds of all votes of the shareholders attending the Meeting.

For the agenda 9 other matters, if any shareholder would like to propose the Meeting to consider other matters besides the Notice of the Meeting, the number of shares must be not less than one-third of paid up shares as at the date of closing the share registration book.

During the Meeting, OJ International Company Limited was assigned to monitor the vote counting and additions; the Company requested the representative of the minority shareholders to act as witnesses and examine the vote namely Mr. Sanon Thummanusan.

Subsequently, the Chairman assigned Mr. Pasit Leesakul, Director and Chief Executive Office (“CEO”), Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM., Chairman of Audit Committee, Mr. Somyod Suteerapornchai, Legal Advisor and Ms. Ounruen Sujarittham, the Company Secretary, to proceed the Meeting per the following nine agenda in sequence of the Notice of the meeting.

Agenda 1 To adopt the Minutes of the 2018 Annual General Meeting of Shareholders

The Company Secretary proposed the Meeting to approve the adoption of the Minutes of the 2018 Annual General Meeting of Shareholders held on 27 April 2018. Copies of the Minutes were submitted to the shareholders together with the Meeting’s Notice.

The Company Secretary asked the Meeting whether there were any questions or comments.

There weren’t any questions or proposed amendment.

Legal Advisor proposed the Meeting to adopt the Minutes of the 2018 Annual General Meeting of Shareholders by the majority vote of the shareholders attending the Meeting and casting their votes.


Resolution: The Meeting unanimously adopted the Minutes of the 2018 Annual General Meeting of Shareholders with the result of voting as follows:

Agenda 2 To acknowledge the Company’s operating performance for the year 2018

Mr. Pasit Leesakul, Chief Executive Officer, proposed the Meeting to acknowledge the Company and its subsidiaries’ operating performance for the year 2018. The 2018 annual report was submitted to the shareholders together with the Meeting’s notice. The Company and its subsidiaries’ operating performance for the year 2018 and the statement of financial position as at the end of 2018 were summarized as follows: (Unit : Million Baht)

2018 2017

Change Amount %

Total Assets 3,055.78 4,598.38 (1,542.60) (33.55) Total Liabilities 2,352.77 1,842.55 510.22 22.69 Shareholders’ Equity 703.02 2,755.82 2,052.80 74.49 Total Revenue 2,304.52 2,435.83 (131.31) (5.39) Net Profit (Loss) (2,040.57) 92.78 (2,133.35) (2,299.36) Debt to Equity Ratio 3.35 Time 0.67 Time Par Value per Share Baht 0.125 Baht 0.125 Book Value per Share Baht 0.45 Baht 0.47 Earnings (Loss) per Share Baht (0.331) Baht 0.016

Significant events in year 2018 o The Company and its subsidiaries’s loss was Baht 2,040.57 million. Significant losses were due loss

from impairment on investment, share of loss from investment in associate, bad debt and doubtful debt and the expenses and commitments relating to construction services provided to APOT (as mentioned in Agenda 3)

o If exclude all of the above items, there will be net profit of Baht 53.19 million as follows:

Number of Votes Percentage Approved 2,298,429,674 100.00 Disapproved 0 0.00 Abstained 0 Voided Ballot 0


o In 2018, TRC Group obtained 10 projects, total work value of Baht 3,621.57 million

1. TRC: 4 projects, total of Baht 924.88 million. The important project is a subcontractor for PTT Plc.’s block valve & facility stations of the 5th Transmission Pipeline Project Phase 1 (5TP1). TRC received this project from Sinopec International Petroleum Service Corporation who is a main contractor. The scope of works consists of engineering, procurement, construction, commissioning and start-up of the 14 Block Valve and Facility stations under 5TP1. The project’s work value is Baht 755.23 million with 33-month construction period.

2. Sahakarn Wisavakorn Co., Ltd. (SKW): 6 projects, total of Baht 2,696.69 million, the significant projects consisting of: - The construction of overpass bridge Na Ranong Intersection with construction of manhole and

underground duct bank on Rama 3 Road from Bangkok Metropolitan Administration and Metropolitan Electricity Authority; The project’s work value is Baht 1,524.37 million with 900-day construction period.

- The engineering, procurement, construction and system installation for Lubricants Distribution Center Project from PTT Oil and Retail Business Public Company Limited; The project’s work value is Baht 600 million with 450-day construction period.

o According to the 2018 corporate governance assessment conducted by the Thai Institute of Directors Association (IOD), the Company has been rated “excellent” for two consecutive years.

o TRC was elected for sSET index constituents calculating. sSET Index represents the price movement of common stocks apart from constituents in the SET50 Index and SET100 Index, that have constant liquidity and comply with requirements regarding the distribution of shares to minor shareholders.

o In March 2018, the Company issued No. 1/2018 unsubordinated and unsecured debentures without a debenture holders' representative in the name-registered certificate to be offered by way of private placement of Baht 180 million with 2-year maturity at interest rate of 4.80% per annum with quarterly interest payment. From impact of bad debt, allowance for doubtful debts and impairment on investment in associate at the 2018 yearend, the Company could not maintain EBITDA to interest ratio at the rate prescribed in the agreement. Therefore, the Company has offered to redeem the Baht 180 million debentures which will be matured in 2020 from all debentures’ holders. The eight of

(Unit: Million Baht)2018

Net loss attribute to equity holders of the Company -2,040.57Adjust: Transactions related to APOT's ProjectLoss from impairment on investment 1212.73Cost of construction services 467.95Bad debt and doubtful debt 365.69Share of loss from investment in associate 47.39 2,093.76

Net profit (in case excluding effect from APOT Project) 53.19


debentures holders agreed to the early redemption of debentures amounted to Baht 150 million. One debentures holder who holds debentures worth Baht 30 million prefer to hold on to the debentures until the original March 17, 2020 maturity date and agreed to leniency with regards to maintaining of acceptable financial ratios figures for the debentures until the redemption of the debentures. On 29 March 2019, the Company made the repayment principal amount Baht 150 million with interest to debentures’ holders.

o The Company received awards and certificates for environmental management system from the country's leading organization - The company received PTT Plc’s award for “Environment, Social, Governance (ESG)” (very

good rating) and “Sustainability Performance Assessment”. - The Company received the “Green Industry” award (Green system level 3) for the integrated

environmental management system with regular monitoring, results evaluation, review and continuing development from the Ministry of Industry.

- “Green Industy Certified” award in conjunction with Rayong natural gas separation plant.

New 5 projects awarded during January - March 2019: total work value of Baht 3,187 million The important projects are as follows: 1. The conversion of overhead line to underground system; Ratchadaphisek-Asoke Route from

Metropolitan Electricity Authority acquired by SKW. The project’s work value is Baht 2,205.42 million with 1,260-day construction period.

2. The Highway Route No. 3304, connecting between Highway Route No. 315 (Don Si Non) – Highway Route No. 331 (Plaeng Yao) Section 2 from the Department of Highways acquired by SKW. The project’s work value is Baht 558.88 million with 690-day construction period.

3. The Contract of the Design, Supply, Construction and Commissioning of Refined Glycerin Plant Project from Bangchak Biofuel Company Limited acquired by TRC. The project’s work value is Baht 389.75 million with 480-day construction period.

Vision, Mission, Target and Corporate Value The Company has a policy to periodically review the vision and mission statements, corporate objectives and

corporate values every 5 years. The latest review was at the 7/2018 Board of Directors’ meeting held on November 12, 2018. The Board of Directors has reviewed and approved the vision and mission statements, corporate objectives and corporate values as follows:

Vision

“A Pioneer Organization who delivers innovative project solution in the region” (CLMVT*) * comprised of Cambodia, Laos, Myanmar (Burma), Vietnam and Thailand.


Mission 1. To our shareholders and partners We will deliver sustainable returns through good governance. 2. To our customer We will deliver excellent service with high quality, environmental and safety awareness to ensure our clients’

success. 3. To our society We will conduct business with good corporate responsibility. 4. To our employees We will create best working environment and become the best operational – excellence organization.

Chief Executive Officer asked the Meeting whether there were any questions or comments.

There were no questions or comments from the shareholders.

This agenda was proposed for acknowledgement, no vote required.

Agenda 3 To consider and approve the financial statements for the year 2018 ended 31 December 2018

The Company Secretary proposed the Meeting to approve the Company and its subsidiaries’ financial statements for the year 2018 ended 31 December 2018 audited by the certified auditor and reviewed by the Audit Committee as shown in the 2018 annual report submitted to the shareholders together with the Meeting’s Notice (Enclosure 2). The comparison of the operating performance for the year 2018 with the year 2017 was summarized as follows:

(Unit: Million Baht)

2018 2017 Change

(2018-2017) Amount Percentage Construction services income 2,256.65 2,370.13 -113.48 -4.79 Cost of construction services -2,344.76 -1,859.72 485.04 26.08 Gross profit(loss) for construction services income -88.11 510.41 -598.52 -117.26 Sales 5.73 5.73 N/A Cost of sales -6.33 6.33 N/A Gross loss for sales -0.60 -0.60 N/A Administrative expenses -318.43 -341.91 -23.48 -6.87 Operating profit (loss) -407.14 168.50 -575.64 -341.63 Interest and other income 42.15 65.70 -23.55 -35.84 (Bad debt and doubtful debt) reversal -365.69 0.13 -365.82 -281,400.00 Loss from impairment on investment -1,212.73 -1,212.73 N/A Loss on change in shareholders' equity of associate -35.00 35.00 -100.00 Profit before share of loss from investment in -199.33 -100.00


2018 2017 Change

(2018-2017) Amount Percentage associate, finance cost and income tax expenses Share of loss from investment in associate -47.39 -34.34 13.05 38.00 Share of profit (loss) from investments in joint ventures

1.96 -0.12 2.08 1,733.33

Finance cost -21.29 -16.39 4.90 29.90 Profit (loss) before income tax expenses -2,010.13 148.48 -2,158.61 -1,453.81 Income tax expenses -32.30 -57.81 25.51 44.13 Non-controlling interests of the subsidiaries 1.86 2.11 -0.25 -11.85 Profit(loss) attribute to equity holders of the Company

-2,040.57 92.78 -2,133.35 -2,299.36

Earnings (loss) per Share (Baht) -0.331 0.015 Gross Profit Margin for construction services income -3.90% 21.54% Gross Profit Margin for sales -10.47% Net Profit Margin -88.55% 3.81% Debt to Equity (Time (s)) 3.35 0.67

In 2018, the Company and its subsidiaries’ net loss was Baht 2,040.57 million representing 88.55% net loss margin while the same time period of last year was Baht 92.78 net profit representing 3.81% net profit margin. Significant loss was due to expenses relating to potash project, bad debt and allowance for doubtful debt, loss from impairment on investment and share of loss from investments in associate affecting to consolidated financial statements totaling Baht 2,093.76 million. If exclude all of these items, there would be net profit of Baht 53.19 million or 2.31% net profit margin.



Legal Advisor proposed the Meeting to approve the financial statements for the year 2018 ended 31 December 2018 with the majority vote of the shareholders attending the Meeting and casting their votes.

Resolution: The Meeting approved the financial statements for the year 2018 ended 31 December 2018 with the result of voting as follows:

No. of Votes Percentage

Approved 2,318,831,092 99.9676 Disapproved 750,750 0.0324 Abstained 0 Voided Ballot 0


Agenda 4 To consider and approve the omission of dividend payment and the non-allocation of profit as legal reserve for year 2018 performance

The Company Secretary informed the Meeting that According to the Section 115 of the Public Limited Companies Act, B.E. 2535 (including any revision) and Article 39, “No dividends shall be paid otherwise than out of profits. In the case where a company has incurred accumulated loss, no dividends may be paid” and the Section 116 of the Public Limited Companies Act, B.E. 2535 and Article 41, “the Company is required to set aside to a statutory reserve at least 5 percent of its net profit after deducting accumulated loss brought forward (if any) until the reserve reaches 10 percent of the registered capital.” In 2018, no statutory reserve needed to be set aside as it has reached according to the law.

Dividend Payment The Company’s dividend allocation policy is approximately 40% of the net profit after deduction of taxation

and legal reserve of the financial statements. However, the dividend payment can be changed and subject to the Company’s investment plan, necessity, other future appropriate reasons and under conditions to contribute high benefit for the shareholders such as loan repayment, investment fund for business expansion or on occasion of market environment change that may affect the Company’s cash flow in the future under the Board of Directors’ authority to consider and review the dividend policy. Nonetheless, the Board of Directors’ resolution to allocate the dividend payment must be subsequently proposed to the Shareholders’ Meeting for approval except for the interim dividend payment that the Board of Directors has the authority to approve prior to informing to the subsequent Shareholders’ Meeting for acknowledgement.

For 2018, the Company’s net loss was Baht 2,329 million and the Company’s accumulated loss as at yearend 2018 was Baht 1,386 million causing the Company to not be able to pay dividend.


There were no questions or objections or proposed amendment.

Legal Advisor proposed the Meeting to approve the omission of dividend payment and the non-allocation of profit as legal reserve for year 2018 performance by the majority vote of the shareholders attending the Meeting and casting their votes.

Resolution: The Meeting approved the omission of dividend payment and the non-allocation of profit as legal reserve for year 2018 performance with the result of voting as follows:

No. of Votes Percentage Approved 2,319,529,342 99.9977 Disapproved 52,500 0.0023 Abstained 0 Voided Ballot 0

Agenda 5 To consider and approve the payment of directors’ bonus for the year 2018 performance The Company Secretary proposed the Meeting to approve the payment of directors’ bonus for 2018

performance. The Board of Directors had a resolution upon recommendation of the Remuneration and Nomination


Committee and resolved to propose the payment of directors’ bonus for 2018 performance at the aggregate amount of Baht 650,000 to the following directors:

Name 2018 Bonus (Baht) 2017 Bonus (Baht)

1. Chairman Mrs. Paichit Rattananon,

230,000 330,000

2. 4 independent directors consist of: - Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM. - Mr. Arun Chirachavala - Assoc. Prof. Pises Sethsathira - Mrs. Puangthip Silpasart

105,000 105,000 105,000 105,000

420,000

150,000 150,000 150,000 150,000

600,000 Total Directors Bonus 650,000 930,000


There were no questions or objections or proposed amendment.

Legal Advisor proposed the Meeting to approve the directors’ bonus for the year 2018 performance by the vote of not less than two-thirds of the shareholders attending the Meeting.

Resolution: The Meeting unanimously approved the payment of directors’ bonus for the year 2018 performance with the result of voting as follows:

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0 0.00 Voided Ballot 0 0.00

Agenda 6 To consider and approve the election of directors in replacement of those retiring by rotation The Company Secretary declared the Meeting that there were three directors whose tenures will be expired in 2019 as follows:

1. Mrs. Paichit Rattananon Chairman of the Board 2. Mr. Arun Chirachavala Independent Director 3. Ms. Pavita Leesakul Director

Mr. Arun Chirachavala has expressed his intention not to be nominated for re-election for another term as he has been appointed as independent director beyond 9 consecutive years.

The Board of Directors by the opinion of the Remuneration and Nomination Committee proposed the Meeting to approve the followings:


1. Re-elect 2 retiring directors namely Mrs. Paichit Rattananon and Ms. Pavita Leesakul to continue their directorship for another term

2. Appoint Assoc. Prof. Kamjorn Tatiyakavee, M.D. to be an independent director in replacement of Mr. Mr. Arun Chirachavala

Biographies of 2 retiring directors and 1 proposed director were presented to the Meeting.



Legal Advisor proposed the Meeting to individually approve the election of directors in replacement of those retiring by rotation by the majority vote of the shareholders attending the Meeting and casting their votes.

Resolution: The Meeting approved the re-appointment of two directors whose tenures were expired namely Mrs. Paichit Rattananon and Ms. Pavita Leesakul for another term and approved the appointment of Assoc. Prof. Kamjorn Tatiyakavee, M.D. to be a new independent director in replacement of Mr. Arun Chirachavala with the result of voting for each director as follows:

1. Mrs. Paichit Rattananon Chairman of the Board of Directors with majority vote of the shareholders attending the Meeting and casting their votes

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0

Voided Ballot 0 0.00

2. Ms. Pavita Leesakul Director with majority vote of the shareholders attending the Meeting and casting their votes

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0 Voided Ballot 0 0.00

3. Assoc. Prof. Kamjorn Tatiyakavee, M.D. Independent Director with majority vote of the shareholders attending the Meeting and casting their votes

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0 Voided Ballot 0 0.00


Agenda 7 To consider and approve the directors’ remuneration for the year 2019 The Company Secretary proposed the Meeting to approve the directors’ remuneration for the year 2019. The

Board of Directors had a resolution upon recommendation of the Remuneration and Nomination Committee to propose the Meeting for approval of the directors’ remuneration for the year 2019 at the same rate as year 2018 as follows:

1. The Board of Directors 1.1 Monthly Remuneration (Baht per Person)

Position 2019 (proposed for approval) 2018 Chairman 50,000 50,000 Chairman of the Audit Committee 25,000 25,000 3 Independent Directors 20,000 20,000 4 Executive Directors 10,000 10,000

1.2 Other Remunerations 2019 (proposed for approval) 2018

1. Chairman: social security fund, contribution to provident fund, life insurance, travel insurance, group accident insurance, health insurance, car and personal driver and fuel fee

2. Independent directors: health insurance

3. Director & Officers Insurance (D&O Insurance), Limit of liability of Baht 100,000,000

1. Chairman: social security fund, contribution to provident fund, life insurance, travel insurance, group accident insurance, health insurance, car and personal driver and fuel fee

2. Independent directors: health insurance

3. Director & Officers Insurance (D&O Insurance), Limit of liability of Baht 100,000,000

2. Sub-Committee

2019 (proposed for approval) 2018 2.1 Audit Committee Meeting Fee to independent directors

Baht 10,000 per person per attendance


2.2 Remuneration and Nomination Committee Meeting Fee to independent directors



2.3 Corporate Governance Committee

Meeting Fee to independent directors Baht 10,000 per person per attendance



2019 (proposed for approval) 2018 2.4 Risk Committee Meeting Fee to independent directors



2.5 Executive Committee Remuneration paid as executive No remuneration as Executive Committee

Remuneration paid as executive No remuneration as Executive Committee

2.6 Management Committee In January 2019, the Board of Directors approved the cancellation of the Management Committee

Remuneration paid as executive No remuneration as Executive Committee


There weren’t any questions or comments from the shareholders.

Legal Advisor proposed the Meeting to approve the directors’ remuneration for the year 2018 by the vote of not less than two-thirds of the shareholders attending the Meeting.

Resolution: The Meeting unanimously approved the directors’ remuneration for the year 2019 as proposed with the result of voting as follows:

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0.00 0.00 Voided Ballot 0.00 0.00

Agenda 8 To consider and appoint the auditors and audit fee for the year 2019

Assoc. Prof. Aekkachai Nittayagasetwat, PH.D., FRM., Independent Director and Chairman of Audit Committee informed the Meeting that the Board of Directors had a resolution upon recommendation of the Audit Committee to propose the Meeting to approve the appointment of the auditors from Dharmniti Auditing Company Limited to be the auditors of the Company and Sahakarn Wisavakorn Company Limited, TRC’s subsidiary, for the year 2019 as follows:

1. Mr. Peradete Pongsathiansak Certified Public Accountant (Thailand) No. 4752 and/or 2. Ms. Wannisa Ngambuathong Certified Public Accountant (Thailand) No. 6838 and/or 3. Ms. Thanyaphorn Tangtanopajai Certified Public Accountant (Thailand) No. 9169 and/or 4. Mr. Suwat Maneekanoksakul Certified Public Accountant (Thailand) No. 8134

These 4 auditors proposed to be the auditor for the year 2019 have no relationship, no stake and/or any conflict of interest with the Company, its subsidiaries, management, major shareholders or related person. There was also no connected transaction with the Company and its subsidiaries. Therefore, the auditors show independence in auditing and rendering opinions on the financial statement.


The proposed 2018 audit fee of the Company was Baht 1,200,000, increasing from 2018 of Baht 150,000 or 14%, details as tabulated below.

(Unit: Baht)

Audit fee 2019 2018 2017

Dharminiti Auditing Company Limited

EY Office Limited

TRC Construction Public Company Limited 1,200,000 (Proposed for approval)

1,050,000 1,050,000

Subsidiaries: Sahakarn Wisavakorn Company Limited 940,000 850,000 820,000 Hydrotek Sahakorn Joint Venture * 400,000 400,000 TRC Utilities Company Limited 285,000 400,000 100,000 SH Crossing Company Limited 410,000 400,000 -

Total 2,835,000 3,100,000 2,370,000 Other services: Travelling expenses

Actual reimbursement

11,703

20,644

* Hydrotek Sahakarn JV’s construction of the improvement and expansion of water works at Koh Samui Project was completed and under warranty period, no financial review/auditing is required in 2019

Out-of-pocket expenses such as travelling and accommodation, fax and photocopying charges to be

reimbursed at actual cost.

Chairman of Audit Committee asked the Meeting whether there were any questions or comments.


Legal Advisor proposed the Meeting to approve the appointment of the Company’s auditors and determination of audit fee for the year 2019 by the majority vote of the shareholders attending the Meeting and casting their votes.

Resolution: The Meeting unanimously approved the appointment of the auditors from Dharmniti Auditing Company Limited to be the Company’s auditors for the year 2019 and determination of audit fee at the amount of up to Baht 1,200,000 as proposed with the result of voting as follows:

No. of Votes Percentage Approved 2,319,581,842 100.00 Disapproved 0 0.00 Abstained 0 0.00 Voided Ballot 0 0.00


Agenda 9 Other Matters

The Company Secretary gave an opportunity to the shareholders whose total shares were counted not less than one-third of total issued shares or not less than 2,054,388,608 to propose any other matters besides agenda as mentioned in the Meeting’s Notice according to the Public Limited Companies Act B.E. 2535, the second Paragraph of Section 105 paragraph 2.

There was no other matters proposed from the shareholders.

CEO asked the Meeting whether there were any questions or comments.

The following questions were raised by shareholders. Mr. Chan Boonprasert Proxy from Thai Investors Association (TIA) Mr. Smai Leesakul Director and Chairman of Executive Committee Mrs. Sawaluck Kaewtip Director from Rama Suksawas Holding Company Limited shareholder

There was high net loss in 2018 which were the results from impairment on investment, bad debt and doubtful debt including bad debt and allowance for doubtful debt related to ASEAN Potash Chaiyaphum Public Company Limited (APOT). Will these concerns continue to effect TRC? During the year 2018, APOT had liquidity problem, but in the 2019 AGM conducted on 26 April 2019, APOT got approval for the call of share allotment for the proceeds of Baht 526 million which could solve such problem What is the Company’s method in solving the cumulative loss occurred? share premium or statutory reserve offset retained earning?

Mr. Smai Leesakul Director and Chairman of Executive Committee

The Company’s executives are considering problem of deficits to be proposed to the Board of Directors’ consideration

The Chairman expressed her thankful to Mr. Arun Chirachavala, whose tenure was expired and wished not to continue his directorship, since he had performed his duty as the Company’s director at his utmost capability and welcomed Assoc. Prof. Kamjorn Tatiyakavee, M.D. new independent director who used to serve the Company as a director during 2005-2014.

The Chairman thanked all shareholders for attending the Meeting and providing comments and suggestions, the Company’s directors, executives and all employees would put their best effort for the Company’s success under the current economic situation.


The Chairman informed the Meeting that the Minutes of the 2019 Annual General Meeting of Shareholders would be posted on the Company’s website, www.trc-con.com, section of “Investor Corner” within 14 days from the Meeting date. The Chairman then declared to adjourn the Meeting at 12.05 a.m.

-Signature-

(Mrs. Paichit Rattananon) Chairman of the Meeting

We hereby certify that the information in this Minutes of the 2019 Annual General Meeting of Shareholders is accurate and complete.

- Signature- -Signature- (Mr. Pasit Leesakul) (Mrs. Podchanee Phaosavasdi) Director Director

- Signature- Minutes taken by Ms. Ounruen Sujarittham

The Company Secretary

Documents

Minutes of the 2019 Annual General Meeting ... - trc-con.com€¦ · 8. Ms. Pavita Leesakul Director and Vice President, Corporate Affairs Division Absence with apologies Mr. Arun