01 - 096 / 2021
TRANSCRIPT
No. 01 - 096 / 2021
April 19, 2021
Subject : Minutes of the 2021 Annual General Meeting of Shareholders
To : Shareholders
Attachment : the Minutes of the 2021 Annual General Meeting of Shareholders
In reference to the 2021 Annual General Meeting of Shareholders held by PTT Global
Chemical Public Company Limited (the Company) on Monday, April 5, 2021, the Company
enclosed herewith the Minutes of Meeting. If you wish to submit any amendments or objections,
please contact the Company no later than May 19, 2021 to [email protected]
or Telephone No. 02-265-8339, 02-265-8634, 02-140-8719 or Facsimile No. 02-265-8500 in order
that the Company collects all such amendments or objections (if any) for further action. If no any
input is received, it shall be deemed that all shareholders approved the Minutes as written.
Yours sincerely,
- Kongkrapan Intarajang -
(Kongkrapan Intarajang)
Chief Executive Officer
Corporate Secretary and Legal
Telephone 0 2140 8762 / 0 2265 8339
Fax. 0 2265 8500
(Translation)
Minutes of Annual General Meeting of Shareholders for the Year 2021
of PTT Global Chemical Public Company Limited
------------------------------------
Date, Time and Venue
The Annual General Meeting of Shareholders (the Meeting) was held on Monday, April
5, 2021 at 9:00 hours at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao, 1695
Phaholyothin Road, Chatuchak, Chatuchak, Bangkok 10900.
Before the commencement of the Meeting
PTT Global Chemical Public Company Limited (the Company) had presented a safety
instruction video and the precautionary measures and guidelines for holding the Meeting under
the Coronavirus disease 2019 (COVID-19) pandemic as follows:
With the current circumstance of COVID-19 outbreak and concerns for the well-being
of Shareholders, the Company had set the guidelines for attending the Meeting to minimize
risk of the disease spread. Shareholders are encouraged to appoint a proxy to the Company’s
Independent Directors to attend the Meeting instead of participating in persons as informed in
the Invitation Letter and the Company’s Notification of the Stock Exchange of Thailand on
March 4, 2021, in which Shareholders could watch the live meeting via Web-live Broadcast.
The Company had set the health-screening point at the entrance which all attendees are
required to complete the Company’s COVID-19 Infection Risk Screening Form and register
with “MorChana” and/or “ThaiChana” applications before entering the meeting venue. In case
of anyone was found at risk, refraining from attending the Meeting in persons and appointing
proxy to the Company’ Independent Directors are recommended.
The Company had arranged seating in the meeting room for appropriate social
distancing of 1.5 meters. The meeting venue had been disinfected and ozone sterilized prior to
the Meeting. All attendees are required to wear ones’ own face mask at all time as well as
sit as specific seating numbers for the benefits following up any unforeseen circumstances.
To minimize the risk of COVID-19 spread and the well-being of the attendees,
microphone was NOT been provided for the enquiry in the meeting room. There are no gift,
foods and beverages provided, yet bottled waters are served.
The Company had encouraged the concept of the sustainable event for the efficient and
effective resource utilization to minimize the negative environmental impacts according to the
Circular Economy principles as follows:
1) Refraining or reducing providing hard-copy documents to minimize resource usage.
2) Using used decorating materials for other occasions to maximize resource
efficiency.
3) Sorting and recycling waste as much as possible.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 2/33
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Therefore, all attendees are encouraged to be a part of holding the Meeting with the
sustainable event concept by sorting and recycling waste.
To conduct the Meeting concisely, Shareholders and proxies could submit the questions
in advance by scanning provided QR Code or writing in the question form and send to the
Company’s staff conveying them to the Company’s Board of Directors.
Mr. Piyasvasti Amranand, Chairman of the Board of Directors, presided over the
Meeting as its Chairman, welcomed Shareholders and informed the Meeting that the Company
would conduct the Meeting concisely within two hours to comply with the Government’s
Precautionary Measures for the prevention of the COVID-19 outbreak.
On the Record Date, the Company had registered the paid-up capital at
Baht 45,088,491,170 by dividing into 4,508,849,117 ordinary shares, par value at Baht 10 per
share.
To count the quorum and the vote, the Company would deduct the Treasury Stock,
a total of 22,300,000 shares, out of the ordinary shares as the Treasury Stock was not counted
as the quorum, having no rights to vote nor receive the dividend. Therefore, the total amount
of the ordinary shares was 4,486,549,117 shares.
There were total of 2,075 shareholders attending this Meeting in person and by proxy,
representing a total of 3,184,727,442 shares or 70.9839 percent of the Company’s outstanding
shares. Therefore, a quorum was formed in accordance with the Company’s Articles of
Association.
The Chairman then declared the Annual General Meeting of Shareholders for the Year 2021
open and introduced all 15 Directors attending the Meeting representing 100%, as follows:
1. Mr. Piyasvasti Amranand Chairman of the Board of Directors and
Chairman of the Independent Directors
2. Mr. Apisak Tantivorawong Independent Director, Chairman of the Audit
Committee
3. Mr. Grisada Boonrach Independent Director, Chairman of the Risk
Management Committee
4. Professor Somkit Lertpaithoon Independent Director, Chairman of the Corporate
Governance Committee
5. Mr. Don Wasantapruek Independent Director, Chairman of the
Nomination and Remuneration Committee
6. Mr. Prapas Kong-ied Director, Director to the Corporate Governance
Committee
7. Mr. Pakorn Nilprapunt Independent Director, Director to the Audit
Committee
8. Lieutenant General Nithi
Chungcharoen
Independent Director, Director to the Corporate
Governance Committee and Director to
the Nomination and Remuneration Committee
9. Mrs. Watanan Petersik Independent Director,
Director to the Corporate Governance Committee
and Director to the Audit Committee
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 3/33
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10. Mr. Chansin Treenuchagron Director, Director to the Corporate Governance
Committee
11. Mr. Sarawut Kaewtathip Director, Director to the Risk Management
Committee
12. Mr. Wittawat Svasti-xuto Director, Director to the Nomination and
Remuneration Committee
13. Mrs. Arawadee Photisaro Director, Director to the Risk Management
Committee
14. Mr. Disathat Panyarachun Director, Director to the Risk Management
Committee
15. Mr. Kongkrapan Intarajang Director and Secretary to the Board of Directors,
Director to the Risk Management Committee,
and Chief Executive Officer
The Director attending the Meeting via the electronic means from Singapore was
Mrs. Watanan Petersik which had declared herself prior to the Meeting.
There were three Independent Directors; Mr. Apisak Tantivorawong, Mr. Don
Wasantapruek, and Mr. Grisada Boonrach, who were appointed by certain minority
Shareholders as their proxies in the Meeting.
The Chairman then requested Mr. Kongkrapan Intarajang, Chief Executive Officer
to introduce the attending executives as follows:
1. Mr. Patiparn Sukorndhaman President
2. Mr. Varit Namwong Chief Operating Officer of Center of
Excellence
3. Mr. Toasaporn Boonyapipat Senior Executive Vice President of Upstream
Petrochemical Business
4. Mr. Wiboon Chuchepchunkamon Senior Executive Vice President of
Downstream Petrochemical Business
5. Miss Pattaralada Sa-Ngasang Executive Vice President of Finance and
Accounting
6. Mr. Narongsak Jivakanun Executive Vice President of International
Business Operations
7. Mrs. Warawan Tippawanich Executive Vice President of Corporate Strategy
8. Mr. Saroj Putthammawong Executive Vice President of Marketing,
Commercial and Supply
9. Mr. Pirun Krimwongrut Executive Vice President of Organizational
Effectiveness
10. Mr. Chaya Chandavasu Senior Vice President of Sustainability and
Corporate Branding
11. Mrs. Pilasphan Udomjarumanee Senior Vice President of Corporate Secretary
and Legal and Company Secretary
12. Mr. Amorn Putiphrawan Senior Vice President of Internal Audit
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 4/33
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The Chairman then introduced persons as follows:
The Company’s auditors from Deloitte Touche Tohmatsu Jaiyos Audit Company Limited
- Mr. Suphamit Techamontrikul - Mongkol Somphol
The legal advisor from Weerawong, Chinnavat & Partners Limited
- Mrs. Veeranuch Thammavaranucupt
A Shareholders' right protection volunteer from Thai Investors Association
- Mrs. Rungsri Jiaranaika
A proxy from PTT Public Company Limited (PTT), a major shareholder of the Company
- Mr. Rathakorn Kampanathsanyakorn
Before starting with the agenda, Mrs. Pilasphan Udomjarumanee, Company Secretary
explained to the Meeting the following method of Shareholders’ voting and vote counting for
casting in each agenda:
- A Shareholder may cast a vote for approval, objection or abstention on each agenda
on voting cards received when registered. The voting was counted one share one vote.
The number of votes held by a Shareholder would correspond to that of shares being held, or
that of proxy.
- Only votes for objection and abstention on each agenda would be counted and
deducted from the total number of votes of shareholders attending the Meeting who vote or
entitled to vote as the case may be, whereas the remaining portion would be deemed as approval
votes on such agenda.
- In voting, a ballot was considered void when, but not limited to, casting votes
expressing a conflict of intent, more than the permitted number of votes, or crossing out on a
ballot without any signature of a Shareholder or proxy.
- However, the number of Shareholders and votes may not be equal due to some
Shareholders leaving the meeting room.
- There were 2 categories of vote counting of the Company’s Shareholders Meeting
according to the Public Limited Companies Act B.E. 2535 as follows:
• Requiring majority of votes of the Shareholders who attend the Meeting and
cast their votes:
Agenda 1 : To Acknowledge the Operations for the Year 2020 and the
Recommendation for the Business Plan, and Approve the Financial Statement for the Year
Ended December 31, 2020
Agenda 2 : To Consider and Approve the Allocation of Profit from the
Operating Results in the Year 2020, and Dividend Distribution
Agenda 3 : To Consider and Elect New Directors to Replace Those Who are
due to Retire by Rotation
Agenda 5 : To Consider the Appointment of the Auditor and Fix the Annual
Fee for the Year 2021
The Company would count only attending Shareholders who voted for
approval and objection, while abstention votes, voided ballots and Treasury Stock would not
be counted.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 5/33
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• Requiring not less than two-thirds (2/3) of the total number of votes of the
Shareholders attending the Meeting as follows:
Agenda 4 : To Consider and Approve the Directors’ Remuneration
The Company would count attending Shareholders who voted for approval,
objection, abstention, and voided ballots, while Treasury Stock would not be counted.
- Having disagreement or abstention in any agenda, Shareholders were asked to raise
their hands and the staff would collect their completed voting cards for the vote counting.
- For Agenda 3: To Consider and Elect New Directors to Replace Those Who are due
to Retire by Rotation, each share would be entitled to one vote for each Director to be elected.
Objection or abstention ballots would be collected first, and then approval ballots would be
collected.
The Chairman stated that Miss Sompatsorn Liewpolvanit, a lawyer from Weerawong,
Chinnavat & Partners Limited, acted as a voting inspector and Miss Rojpailin Chaum,
a volunteer from the shareholder, was a witness in the vote casting.
In case of Foreign Shareholders, the Company’s staff would collect sent questions from
QR Code and provided question forms, then the Directors and Executives would answer in
Thai or English.
To comply with good corporate governance principles regarding shareholder rights and
equitable treatment of shareholders, the Company had made the announcement through the
Stock Exchange of Thailand inviting Shareholders to propose the agenda for the Annual
General Meeting of Shareholders for the Year 2021, and to propose Director Nominee in
advance from September 16, to December 31, 2020. However, there were no proposition
submitted to the Company.
The Chairman’s Acknowledgement
The Chairman informed the Meeting as follows:
• The year 2020 was an incredibly challenging year for the global economy and
society, as the result of the coronavirus disease 2019 (COVID-19) pandemic,
causing devastating impacts and still protracting. As well as the US-China Trade
War continued from 2019 and the 2020 oil-price war were negative factors triggered
the global economic crisis and ushered in the New Normal, resulted in dramatic
reduction in energy demand and severe impacts on the global investments and
the industrial sector throughout the supply chain. Furthermore, Thailand had faced
a drought, a major risk to industries in Eastern Thailand.
• The Company had assessed and considered such global situations, especially the
COVID-19 pandemic, the unprecedented situations causing greatly business
implications. With the proactive management strategies to be equipped for such
crisis, the re-visited corporate direction and strategies and the short-term and long-
term investments, the risk management, and the continuous global economic and
event monitoring, the Company, thus, were able to respond to the situations
promptly and minimize impacts from external factors and the economic fluctuation.
• The Company had conducted its business operations adhering to the transparency
and fairness and strictly follow its corporate governance policies and anti-
corruption guidelines. In 2020, the Company had been recertified as a member of
Thai Private Sector Collective Action Against Corruption (CAC) for the third
consecutive year, which could ensure that the Company’s internal control policies,
guidelines and measures in anti-corruption were practical and adequate. As well as
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 6/33
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having promoted and encouraged its subsidiaries and partners to join the CAC to
expand and strengthen transparent and corruption-free business operation network.
• The Company had given precedence to its operation with the good corporate
governance, the equitable and fair treatment to all stakeholders, resulted in the
acceptance of both domestic and international institutions and organizations,
reflecting in its balancing business operation between the economy, society, and
environment.
Thereafter, the Chairman proceeded with the Meeting in accordance with the following
agendas:
Agenda 1 : To Acknowledge the Operations for the Year 2020 and the
Recommendation for the Business Plan, and Approve the Financial
Statement for the Year Ended December 31, 2020
The Chairman informed the Meeting that the Company would report
the Company’s operation for the year 2020 and the Recommendation for the Business Plan in
the form of video presentation which the details was as stated in the Annual Registration
Statement/Annual Report 2020 (Form 56-1 One Report) and 2020 Integrated Sustainability
Report in the digital form as in QR Code attached in the Notice of Meeting.
The Chairman requested Mr. Kongkrapan Intarajang, Chief Executive Officer,
to report the Company’s the Financial Statement for the Year Ended December 31, 2020 and
other information.
After the video presentation, Mr. Kongkrapan Intarajang informed the Meeting
that for the 2020 operation, the Company had total sales revenue at Baht 326,270 million and
net profit of Baht 200 million, the operating profit of Baht 7,356 million, declined by 11% from
the previous year, reflecting the Company’s strength from various measures such as cost saving
program, production cost reduction, and production efficiency enhancement, technology
implementation for efficient performance, along with the PTT’s group management policy to
build group management and synergy in PTT Group. Therefore, there was the discussion on
investment plan to avoid business overlap and competition. Moreover, PTT would provide
financial support for its flagship companies’ investment, both internal and external investment,
to build business growth continuously. Also, PTT would be a leader in a new business to grow
and create more value to the group.
The Company’s Financial Statement for the Year Ended December 31, 2020
which were reviewed by the Audit Committee and audited and certified by the auditors from
Deloitte as the details appeared in the Annual Registration Statement/Annual Report 2020
(Form 56-1 One Report) in page 228 – 390 as follows:
Summary of the Consolidated Operating Performance and Financial Position
Consolidated Operating Performance Year 2020 Year 2019
Selling and Service Revenues
(Million Baht)
329,291 412,810
Profit/(Loss) for the Year (Million Baht) (1) 200 11,682
Profit/(Loss) per Share (Baht per Share) 0.04 2.59
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 7/33
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Consolidated Financial Position As at
December 31,
2020
As at
December 31,
2019
Assets (Million Baht) 489,383 452,514
Liabilities (Million Baht) 200,389 158,919
Equity (Million Baht) 288,994 293,595 Note:(1) Referring to the profit attributable to the Company.
After the presentation, the Chairman asked the Meeting if there were any
comments or questions regarding the Company’s Operations for the Year 2020 and the
Recommendation for the Company’s Business Plan, as well as to approve the Financial
Statement for the Year Ended December 31, 2020 which were audited and certified by the
auditors and reviewed by the Audit Committee.
Shareholders raised additional comments and questions as follows:
1. Miss Khemmakorn Wachirawarakarn (Shareholder) asked as follow:
- Besides Stock Loss, the main factor of the Company’s decreasing
operating profit, was there any other factors and what the Company’s implementation on such?
Mr. Kongkrapan Intarajang, Chief Executive Officer, had clarified that
besides Stock Loss, the main factor of the Company’s decreasing operating profit of 2020,
there were the impact from the COVID-19 pandemic to global economic crisis and dramatic
decline in product demand and price. However, the Company had implemented cost saving
program, production cost reduction, production efficiency enhancement, and the application of
technologies and digital systems. Thus, the Company’s operating profit of 2020 was Baht 7,781
million and the Adjusted EBITDA was at a similar level of 2019, excluding Stock Loss.
- In the last year, the COVID-19 pandemic had led to the travel bans and
restrictions around the world, was there any effect on the refinery’s utilization rate of the
Company?
Mr. Kongkrapan Intarajang had clarified that even there were the
decreases in the product and petroleum product demand, the Company had adjusted the
refinery’s production mode, according with the market demand, by fully producing Diesel
instead of Jet Fuel (Zero Jet). Therefore, in 2020, the Company could maintain the refinery’s
utilization rate at 97%, increased by 10% comparing to 2019. In addition, 50% of the petroleum
products of the Company would be used as the feedstock for the petrochemical product
production. In conclusion, although there were impacts on product prices, but the Company
had managed its production to align with the product demand and maintained the normal
utilization rate.
- With the economic recession, how were the Company’s business plan
and investment plan? Mr. Kongkrapan Intarajang had clarified that the Company had
reviewed the corporate direction and the long-term strategies; 3 Steps (Step Change, Step Out
and Step Up) with the analysis of the economic factors and market situations and demand, both
short and long term, which found that the strategies “3 Steps” still aligned with the current
situations and megatrends with the proper operating timing adjustment. The Company had
carefully revised the strategic plans for the business growth and the investment plan as follows:
(1) Step Change: the Company would continue enhancing its business
competitiveness and feedstock flexibility to reduce production cost and maintain production
efficiency, as well as the marketing operation and the investment towards high value products
(HVPs).
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 8/33
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(2) Step Out: the Company would focus on the High Value Businesses
(HVBs) investment as it is a growth business according to Megatrend, through the Mergers and
Acquisitions (M&A).
2. Mr. Suchart Wiriyasiri (Shareholder) asked as follows:
- Was there the Company’s cost saving program on personnel during
COVID-19 pandemic and how was it?
Mr. Kongkrapan Intarajang had clarified that in 2020, the Company had
established cost saving measures in various areas which the personnel costs had been reduced
for approximately Baht 1,944 Million by the revision of new employee recruitment for essential
functions, the performance efficiency enhancement with the training programs, the
encouragement of technology applications to improve performance capabilities, as well as the
research and development for future employees’ capabilities. In conclusion, the Company had
effective cost saving programs, together with the priority of the employees’ capability
development for the business growth of the Company.
- How was the Company’s operating profit for the year 2021?
Mr. Kongkrapan Intarajang had clarified that even there were the
decrease in the product spreads such as polymers products and petroleum products in Q2 and
Q3 of 2020, the Company had expected that the trends of the product prices and spreads in
2021 would be upward. In addition, with the ORP and PO/Polyols Projects that had been
commercially operated this year, the Company’s sales revenue was projected to increase by 8%.
3. Mr. Decha Suntharachun (Shareholder) asked about the current
petrochemical product market.
Mr. Kongkrapan Intarajang had clarified that as the petrochemical product
market was related to the business growing trend which would affect product demands. In year
2021, there was the recovery signal of the global economy triggering the recovery in the
petrochemical product market from rising product demands such as downstream products in
the textile industry, the packaging products, the construction industry, electronics industry, and
the transportation.
4. Mr. Sombat H. Phianjaroen (Shareholder) asked about the estimated
operating performance for Q1/2021 and the year 2021.
Mr. Kongkrapan Intarajang had clarified that even the economic volatility
in the previous year that had led to New Normal in several areas in the business operation, the
petrochemical product demand was growing. Thus, the Company’s estimated sales profit was
expected to increase and be greater than 2020.
5. Mrs. Rungsri Jiaranaika (Proxy) commented that from the information
stated in Form 56-1 One Report page 7 and 112-242 that in 2020, the Company had recorded
higher total liabilities as well as the finance costs of Baht 3,511 Million, higher than 2019
at Baht 3,119 Million. Then, asked how were the Company’s liability and rising interest rates
management?
Mr. Kongkrapan Intarajang had clarified that even the liabilities were
recorded higher in 2020, the Company had set the liability and rising interest rates management,
as well as measures to maintain liquidity such as the bond issuance of Baht 15,000 million,
the long-term borrowings from financial institutions of Baht 30,000 million and the issuance
of U.S. Dollar debenture. Then, requested Miss Pattaralada Sa-Ngasang, Executive Vice
President of Finance and Accounting, to clarify more information.
Miss Pattaralada Sa-Ngasang clarified that in 2020, the interest rates were
low leading to receive a lower deposit interest rates from some source of deposits, together
with the above liquidity management. Thus, the Company’s financial costs were recorded
higher, yet still at a competitive level. In 2021, with the strength of the business operation, the
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 9/33
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Company’s credit rating was still considered at the investment grade. In addition,
with the debentures issuance in the amount of USD 4,000 million during the period of 5 years
(2020-2024), approved by the 2020 Annual General Meeting of Shareholders, the Company
had issued and offered the debentures of US$ 1,250 million, consisting of 10-year and 30-year
bonds with the fixed coupon rates.
The Company had financial policies for the financial structure management
to enhance its strength, reduce production costs, and build operating profits, in order to
maintain the credit rating at a satisfactory level and be able to seek additional sources of funds
in the future and to use its trade credit to extend feedstock payment dues as well. Overall, the
Company would manage its loan agreements at the average period of 8 – 10 years, maintain
and balance the U.S. Dollar exchange rate which GC Treasury Center Company Limited
(GCTC), the Company’s treasury center, would help approach more sources of loans having
the most competitive financial costs.
6. Mr. Akradeth Wasasara (Shareholder) asked that How were the Company’s
international investment expansion plan and preparation for the business expansion in Vietnam
of other companies that would be operated this year?
Mr. Kongkrapan Intarajang had clarified that the Company had set the
strategy to invest internationally and with Step Change, the Company would consider business
and market shares expansion to strengthen its business competitiveness in Thailand and
Southeast Asia. Also, with Step Out focusing on building new production bases overseas, the
Company would consider operating on the business sustainability foundation to balance
between economy, society and environment. From the above clarification, the Company would
focus on new business investments, through Mergers and Acquisitions (M&A), in High Value
Businesses (HVB) having a potential growth and products according to the sustainability in the
future. With such strategies, the Company expected to increase quality of earnings and the
financial stability.
For the business operation in Vietnam, having production home bases in
Map Ta Phut Industrial Estate in Rayong which were the strong production bases in Southeast
Asia, the Company could expand its home bases to other countries. Recently, the Company
had invested more in Vinythai Public Company Limited (VNT) which expand PVC business
in Vietnam already.
7. Mr. Anupoj Panapornsirikul (Shareholder) asked as follows:
- How was the Company’s application of new innovations for its value creation?
Mr. Kongkrapan Intarajang had clarified that under Step Change,
the Company would focus on creating added value by developing more high value products
(HVPs) through research and development (R&D) new innovations in order to meet market
and customer needs, with the aim of its product portfolio adjustment by increasing the portion
of HVPs in Polymers products from 30% in 2020 to be 65% in the next 5 years. In addition,
the Company had invested in Corporate Venture Capital (CVC) to enter new businesses with
technologies to strengthen and expand current businesses.
- How was the Company’s green chemicals business and whether any
impact from the new U.S. President’s energy policies?
Mr. Kongkrapan Intarajang had clarified that the Company was a
company that had been operating fully integrated green chemicals business such as productions
of biofuels, bioplastics and biochemicals. In addition, the Company had focused on both
petrochemicals and green chemicals businesses in order to meet diverse customers’ and
societies’ needs. In bioplastics, there were uses of natural feedstocks such as sugar made from
sugarcane, cassava, and corn, for the productions of polylactic acid (PLA) and polybutylene
succinate (PBS) through NatureWorks LLC and PTTMCC Biochem Co., Ltd. (PTTMCC)
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 10/33
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respectively. The oleochemicals were used for the productions of biofuels, yet home and
personal care such as cleaning products, soap, and detergent.
For the new U.S. President’s energy policies, with the studies and
investing experiences in US, the Company found that eco-friendly product trend and promoting
would support the growth of the Company’s green chemicals business.
There was no further question. The Chairman requested Company Secretary to
report the voting results of the total number of votes of the Shareholders who attend the Meeting
and vote as follows:
Approval 3,266,872,747 Votes equivalent to 100.0000
Objection 0 Votes equivalent to 0.0000
Abstention 1,705,093 Votes equivalent to -
Void Ballot 0 Votes equivalent to -
RESOLUTION: The Meeting, by the majority of votes of the Shareholders
who attend the Meeting and vote, acknowledged the
Company’s Operations for the Year 2020 and the
Recommendation for the Company’s Business Plan, and
approved the Company’s Financial Statement for the Year
Ended December 31, 2020 as proposed.
Agenda 2 : To Consider and Approve the Allocation of Profit from the Operating
Results in the Year 2020, and Dividend Distribution
The Chairman informed the Meeting that pursuant to the Company’s dividend
policy requiring that dividend shall be paid not less than 30 percent of the net profit after tax
and all the Company’s reserve funds. Condition for the distribution of dividend is also subject
to investment plan, necessity and other properness in the future. Then, the Chairman requested
Mr. Kongkrapan Intarajang, Chief Executive Officer, to report the Meeting that the Company’s
dividend would be considered from the net profit from the consolidated financial statements to
reflect the actual performance. While the dividend payment would be paid from the separated
financial statements in accordance with the Notification of the Ministry of Commerce.
The Company’s operating results for the Year 2020 recorded net profit of Baht
200 million. With the consideration of various factors, the current cash flow, and to maintain
dividend yield at the competitive rate to other returns on investments, the Company deemed
appropriate to propose the dividend distribution for the operating results in the year 2020 at the
rate of Baht 1.00 per share, totaling Baht 4,487 million or equivalent to 2,248 percent of the
net profit based on consolidated financial statements, in compliance with the Company’s
dividend policy. Due to the Coronavirus disease (COVID-19) pandemic, impacting on economic
activities, and the market fluctuation, the interim dividend payment for the year 2020 was
omitted according to the resolutions of the Company’s Board of Directors’ Meeting No.
9/2020, held on August 24, 2020.
For the tax benefits of the Individual Shareholders, the Company would propose
the dividend distribution for the operating results in the year 2020 at the rate of Baht 1.00 per
share, which would be allocated from the unappropriated retained earnings (the separated
financial statements at December 31, 2020) as follows:
1. Dividend of Baht 0.74 per share, paid from the taxable profit at the rate of
10 percent which the Individual Shareholders are subject to withholding tax of 10 percent,
but are entitled to claim tax credit on 10/90 of the dividend.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 11/33
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2. Dividend of Baht 0.26 per share, paid from the taxable profit at the rate of
20 percent which the Individual Shareholders are subject to withholding tax of 10 percent,
but are entitled to claim tax credit on 20/80 of the dividend.
The comparison with the last year dividend distribution was as follows:
Detail of the Interim Dividends Payment
The
Operating
Results in
the Year 2020
The
Operating
Results in
the Year 2019
1 Net profit after deduction of tax (Million Baht) 200 11,682
2 Profit per share (Baht/Share) 0.04 2.59
3 The number of shares (Shares)
3.1 1st time interim dividend - 4,508,449,117(1)
3.2 2nd time interim dividend - 4,486,549,117(2)
3.3 Final dividend 4,486,549,117(2) - 4 Total dividend paid per share (Baht/Share) 1.00 2.00
4.1 Interim dividend - 2.00
4.2 Final dividend 1.00 - 5 Total dividend paid (Million Baht) 4,487 8,995
6 Dividend payout ratio based on consolidated
financial statements (Percentage) 2,248 77
7 Dividend payout ratio based on separated financial
statements (Percentage) N/A 99
(1) The total of 4,508,849,117 ordinary shares deducted by 400,000 of shares repurchased. (2) The total of 4,508,849,117 ordinary shares deducted by 22,300,000 of shares repurchased.
After the presentation, the Chairman asked the Meeting if there were any
comments or questions regarding the allocation of profit from the operating results in the year
2020, and dividend distribution.
Shareholders raised additional comments and questions as follows:
1. Mr. Suchart Wiriyasiri (Shareholder) asked why was the Company’s
dividend distribution for the year 2020 not higher than this and why there was the omission of
the interim dividend payment for the year 2020?
Mr. Kongkrapan Intarajang had clarified that according to the dividend
policy requiring that dividend shall be paid not less than 30 percent of the net profit and the
Company’s net profit for the year 2020 of Baht 200 million, the dividend distribution at the
rate of Baht 1.00 per share was equivalent to 2,248% of the net profit, 60% of the operating
profit and 1.71% of dividend yield, which were comparable and even higher levels than other
similar-level companies. However, due to the COVID-19 pandemic, impacting on economic
activities and the market fluctuation, so the interim dividend payment for the year 2020 was
omitted according to the resolutions of the Company’s Board of Directors’ Meeting
No. 9/2020, held on August 24, 2020.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 12/33
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There was no further question. The Chairman requested Company Secretary to
report the voting results of the total number of votes of the Shareholders who attend the Meeting
and vote as follows:
Approval 3,261,157,380 Votes equivalent to 99.7591
Objection 7,874,456 Votes equivalent to 0.2409
Abstention 13,108 Votes equivalent to -
Void Ballot 0 Votes equivalent to -
RESOLUTION: The Meeting, by the majority of votes of the Shareholders
who attend the Meeting and vote, approved the allocation of
profit from the operating results in the year 2020, and
dividend distribution for the operating results in the year
2020 at the rate of Baht 1.00 per share, totaling Baht 4,487
million, which would be allocated from the unappropriated
retained earnings to Shareholders whose names were listed
on the Record Date on which the Shareholders were entitled
to receive dividend on March 1, 2021 and the dividend
payment would be on April 23, 2021 as proposed.
Agenda 3 To Consider and Elect New Directors to Replace Those Who are due to
Retire by Rotation
The Chairman informed the Meeting that according to the Public Company
Limited Act B.E. 2535 and the Article 14 of the Articles of Association of the Company, at
every annual general meeting of shareholders, one-third (1/3) of the Directors have to retire by
rotation. If not, the nearest numbers of one-third (1/3) shall retire. However, the retiring
Directors are eligible for re-election. The Directors to vacate office in the first and second years
following the registration of the conversion of the Company shall be drawn by lots. After that,
the remaining Directors with the longest term of service shall be retired.
In the year 2021, there are 5 Directors who are due to retire by rotation namely:
(1) Mr. Piyasvasti Amranand Chairman of the Board of Directors and
Chairman of the Independent Directors
(2) Professor Somkit Lertpaithoon Independent Director and Chairman of
the Corporate Governance Committee
(3) Mr. Pakorn Nilprapunt Independent Director and Director to
the Audit Committee
(4) Lieutenant General Nithi Chungcharoen Independent Director, Director to the
Corporate Governance Committee
and Director to the Nomination and
Remuneration Committee
(5) Mr. Disathat Panyarachun Director and Director to the Risk
Management Committee
To comply with the good corporate governance principles, the Directors who
were due to retire by rotation, considered having a conflict of interest in this matter, would
leave the meeting room until the consideration of the agenda was completed. Then, the
Chairman requested Mr. Don Wasantapruek, Chairman of the Nomination and Remuneration
Committee to report as follows:
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 13/33
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Through announcement on the Stock Exchange of Thailand and the Company’s
website, www.pttgcgroup.com, the Company invited Shareholders to nominate the qualified
person(s) to be elected as the Company’s Director from September 16, - December 31, 2020.
There was no proposal of Director Nominee submitted to the Company.
The Nomination and Remuneration Committee had considered and elected the
qualified person(s) thoroughly according to the Company’s criteria for the nomination and
appointment of directors, being qualified and shall not possess any prohibited characteristics
as prescribed by related laws and regulations, the Company’s Articles of Association, good
corporate governance principles and composition of the board of directors, along with their
professional skills, knowledge, capabilities, expertise and experiences in diverse areas for the
business operation according to the board skills matrix, together with the consideration of the
proposal of PTT Public Company Limited, the Company’s major shareholder. Then, the
nomination was proposed to the Board of Directors’ Meeting.
The Board of Directors, excluding the Director considered having conflict of
interest in this matter, had considered carefully and thoroughly, and deemed it appropriate to
propose the Shareholders’ Meeting to elect person(s) to be the Company’s Board of Directors
to replace those who are due to retire by rotation as follows:
(1) Mr. Piyasvasti Amranand to be elected for another term as (Independent) Director
(2) Professor Somkit Lertpaithoon to be elected for another term as (Independent) Director
(3) Mr. Pakorn Nilprapunt to be elected for another term as (Independent) Director
(4) Lieutenant General Nithi Chungcharoen to be elected for another term as (Independent) Director
(5) Mr. Disathat Panyarachun to be elected for another term as Director
The curriculum vitae of 5 nominated persons was enclosed in Attachment 1 of
the invitation letter. The candidates No. (1) - (4) were qualified in accordance with the
Company’s definition of Independent Director which was specified pursuant to those defined
by the Capital Market Supervisory Board, and even more stringent in the proportion of
shareholding in Attachment 1 of the invitation letter.
The Chairman asked the Meeting if there were any comments and questions
regarding the election of new directors to replace those who are due to retire by rotation.
In order to comply with the good corporate governance principles,
- The Company had prepared five-separate ballots for Shareholders to elect
Directors individually. The election results would be released for each nominee.
- The Company’s staff would collect ballots for all five nominees at once
which would collect ballots for “objection” and “abstention” first, then followed by all ballots
for “approval”.
There was no question. The Chairman requested Company Secretary to report
the result of vote counting as follows:
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 14/33
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No Directors
Approval Objection Abstain Voided
Ballots
Number of
Votes Percentage
Number of
Votes Percentage
Number
of Votes
Number
of Votes
1. Mr. Piyasvasti Amranand 3,258,628,020 99.6828 10,370,209 0.3172 73,128 0
2. Professor Somkit
Lertpaithoon 3,252,372,698 99.4915 16,624,331 0.5085 74,328 0
3. Mr. Pakorn Nilprapunt 3,244,828,618 99.2606 24,170,211 0.7394 72,528 0
4. Lieutenant General Nithi
Chungcharoen 3,148,865,001 96.3337 119,839,326 3.6663 367,030 0
5. Mr. Disathat Panyarachun 3,257,604,862 99.6514 11,396,667 0.3486 69,828 0
RESOLUTION: The Meeting, by the majority of votes of the Shareholders
who attend the Meeting and vote, approved the election of 5
persons namely (1) Mr. Piyasvasti Amranand (2) Professor
Somkit Lertpaithoon (3) Mr. Pakorn Nilprapunt
(4) Lieutenant General Nithi Chungcharoen and
(5) Mr. Disathat Panyarachun to be the Company’s Directors
as proposed.
Agenda 4 To Consider and Approve the Directors’ Remuneration
The Chairman informed the Meeting that according to Article 15 of the Articles
of Association of the Company, Directors shall be entitled to be remunerated by the Company
in the form of awards, meeting allowances, retirement pensions, bonuses or other benefits in
other forms pursuant to the Company’s Articles of Association or the approval of the
Shareholders’ Meeting. The remuneration may be designated in fixed amounts or as a specific
guideline, for any specific time of payment, or for continuous application until any future
amendment by a resolution of the Shareholders’ Meeting. Then, the Chairman requested
Mr. Don Wasantapruek, Chairman of the Nomination and Remuneration Committee to report
as follows:
The Nomination and Remuneration Committee had considered the Directors’
and Specific Committees’ remuneration for the year 2021 and the payment of bonus for the
year 2020 with the consideration of various factors and the good corporate governance
principles on the following matters: the Company’s performance of the year 2020,
the economic situation relating to the current business, the principles and policies approved by
the Shareholders, the Board of Directors’ obligations and responsibilities, the Board of
Directors’ annual performance appraisal, together with the remuneration comparison of the
listed companies within the PTT Group and other listed companies. Then, it was proposed to
the Board of Directors’ Meeting which deemed it appropriate to propose the Shareholders’
Meeting to consider and approve the Company’s Directors’ and Specific Committees’
remuneration for the year 2021 and the payment of Bonus for the Board of Directors for the
Year 2020 as follows:
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 15/33
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(1) Directors’ Remuneration: To be maintained monthly remuneration and
meeting allowance for those who attend the meeting at the same rate as
the year 2020 as follows:
The Director’s Remuneration
Types of Remuneration 2021 (Current Proposal) Compared with 2020
Monthly Remuneration Baht / Person Baht / Person
• Chairman
• Director
62,500
50,000
62,500
50,000
Meeting Allowance (Only those who attend
the meeting) Baht / Person / Attendance Baht / Person / Attendance
• Chairman
• Director
50,000
40,000
50,000
40,000
(2) Specific Committees Remuneration: To be maintained meeting allowance
for those who attend the meeting at the same rate as the year 2020, i.e. Audit
Committee, Nomination and Remuneration Committee, Corporate
Governance Committee, Risk Management Committee, and shall include
specific committees that may be appointed by the Board of Directors, as
necessary and appropriated in the future as follows :
(3) Bonus for the Board of Directors for the year 2020: To be paid Bonus for
the Board of Directors for the year 2020 as follows:
“The bonus will be paid to the Board of Directors if the dividend is payable
to the Shareholders at that year, at the rate of 0.30 percent of the Company
net profit, but not exceeding the amount of Baht 60 million by calculation
in accordance with the Directors’ terms, and the Chairman will receive the
bonus at the rate of 25 percent higher than that of Directors”
(4) Other Remuneration : None
The Chairman asked the Meeting if there were any comments and questions
regarding the Directors’ Remuneration.
There was no question. The Chairman requested Company Secretary to report
the voting results of the total number of entitled votes of the Shareholders presenting at the
Meeting as follows:
Approval 3,243,145,943 Votes equivalent to 99.2067
Objection 25,857,983 Votes equivalent to 0.7910
Abstention 76,336 Votes equivalent to 0.0023
Void Ballot 0 Votes equivalent to 0.0000
Specific Committees’ Remuneration
Types of Remuneration 2021 (Current Proposal) Compared with 2020
Meeting Allowance (Only those who attend
the meeting) Baht / Person / Attendance Baht / Person / Attendance
• Chairman • Director
56,250
45,000 56,250
45,000
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 16/33
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RESOLOTION: The Meeting, by more than two-thirds of the total number of
entitled votes of the Shareholders presenting at the Meeting,
approved the Company’s Directors’ and Specific
Committees’ remuneration for the year 2021 and the
payment of Bonus for the Board of Directors for the Year
2020 as proposed.
Agenda 5 To Consider the Appointment of the Auditor and Fix the Annual Fee for
the Year 2020
The Chairman informed the Meeting that the Board of Directors agreed with the
Audit Committee to propose the Shareholders’ Meeting to appoint the Company’s auditor and
fix the annual fee and requested Mr. Apisak Tantivorawong, Chairman of the Audit Committee
to report to the Meeting as follows:
According to the Notification of the Capital Market Supervisory Board No. Tor Chor. 75/2561 regarding rules, conditions and procedures for disclosure of information on
the financial status and results of operations of the issuing Company (Issue Code) shall come
into force from January 1, 2019 onwards, requiring the issuing company whose shares are listed
on the Stock Exchange of Thailand to arrange for rotation of the auditor. In case of any auditor
had performed their duties and expressed their opinion on the financial statements of the
company for the past seven fiscal years, consecutively or not, the company could re-appoint
such auditor as the company’s auditor after a period of at least five consecutive fiscal years had
passed.
The Audit Committee had considered that the performance of auditors from
Deloitte was appropriate due to its reputable auditing quality and standard and good business
knowledge of GC Group, leading to rapid, flexible and efficient auditing performance.
The Audit Committee deemed it appropriate to propose to the Board of Director
to consider and propose the Shareholders’ Meeting to appoint the Company’s auditor and fix
the annual fee for the year 2021 according to the following details:
1) Names of Auditors and the Company: To appoint any of the Deloitte Touche
Tohmatsu Jaiyos Audit Company Limited (Deloitte)’s auditors to be the
Company’s auditor for the Year 2021 as namely:
1. Mr. Mongkol Somphol C.P.A. (Thailand) Reg. No. 8444
years of service : 2 (2019-2020) or
2. Mr. Suphamit Techamontrikul C.P.A. (Thailand) Reg. No. 3356
years of service : none or
3. Mr. Suwatchai Meakhaamnouychai C.P.A. (Thailand) Reg. No. 6638
years of service : none or
4. Mr. Chavala Tienpasertkij C.P.A. (Thailand) Reg. No. 4301
years of service : none
2) Annual Remuneration Fee for the year 2021: the annual fee of Baht 3,000,000,
maintaining the same rate as 2020.
Auditor’s Remuneration (Unit : Baht)
2021 (Current Proposal) Compared with 2020
Quarterly and Annual Audit Fee and 3,000,000 3,000,000
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 17/33
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3) Relation with the Company: Deloitte’s auditors proposed to audit the Company
had no relationship nor conflict of interest with the Company, its subsidiaries, executives,
major shareholders or their related persons of such. The said auditor is accordingly independent to
audit and comment the Company’s financial statements.
4) Services to Other Companies: Deloitte will audit and certify the financial
statements of the year 2021 of the Company’s subsidiaries, joint ventures and its affiliates
totaling of 29 companies.
The Chairman asked the Meeting if there was any comments or questions
regarding the Appointment of the Auditor and Fix the Annual Fee for the Year 2021.
There was no question. The Chairman requested Company Secretary to report
the voting results of the total number of votes of the Shareholders who attend the Meeting and
vote as follows:
Approval 3,232,036,977 Votes equivalent to 98.8759
Objection 36,745,083 Votes equivalent to 1.1241
Abstention 298,202 Votes equivalent to -
Void Ballot 0 Votes equivalent to -
RESOLUTION: The Meeting, by the majority of votes of the Shareholders
who attend the Meeting and vote, approved the appointment
of any of the Deloitte Touche Tohmatsu Jaiyos Audit
Company Limited (Deloitte)’s auditors to be the Company’s
auditor for the Year 2021, as namely Mr. Mongkol Somphol
C.P.A. (Thailand) Reg. No. 8444 or Mr. Suphamit
Techamontrikul C.P.A. (Thailand) Reg. No. 3356 or Mr.
Suwatchai Meakhaamnouychai C.P.A. (Thailand) Reg. No.
6638 or Mr. Chavala Tienpasertkij C.P.A. (Thailand) Reg.
No. 4301 and approve the audit fee of Baht 3,000,000
together with other expenses such as travel expenses,
accommodation fees, telephone charges, postal fees, stamp
duty fees, photocopying fees etc. based on actual cost, but
not exceeding 10 percent of the audit fees as proposed.
Agenda 6 Other Business (If any)
The Chairman asked the Meeting if there were any comments or questions.
Shareholders raised additional comments and questions as follows:
1. Mr. Sombat H. Phianjaroen (Shareholder) asked about the progress on the
Company’s operations such as the consideration for the investments in U.S. and other
countries.
Mr. Kongkrapan Intarajang had clarified that one of the key factors for the
investment consideration for the US Petrochemical Complex Project was strategic partner(s)
as it was the large-scale investment project. The Company was currently in discussion with
potential partners, as well as in processes of the loan program application submission from the
U.S. Government and the re-negotiation with the project contractor. In addition, there were
other international investment projects which by that the Company was in the process of the
merger and acquisition of the specialty chemicals businesses, having potential growth in the
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 18/33
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future. For the large-scale domestic investment projects, the Olefins Reconfiguration Project
(ORP), the Propylene Oxide (PO) and Polyols Project were completed and had been operated
commercially as planned.
2. Miss Irarom Anun (Shareholder) asked as follows:
- When would the Smart Energy Storage System, the model technology
and innovation of PTT Group, generate revenue for the Eastern Industry and how much it
would be?
Mr. Kongkrapan Intarajang had clarified that the Smart Energy Storage
System was designed by Global Power Synergy Public Company Limited (GPSC) which the
Company had participated in the system testing and developing, as well as adopted the ESS
system at the office buildings and Innovation and Technology Center, with the capacity of 1
megawatt-hours (MWh) which could save costs by approximately Baht 1.2 million per year.
In addition, GPSC was in the process of adopting the ESS system in other areas such as
Vidyasirimedhi Institute of Science and Technology (VISTEC).
- How was the progress of the floating solar power installation project in
Rayong, when and how much it would generate the revenue to the company?
Mr. Kongkrapan Intarajang had clarified that the project was
the collaboration within PTT Group. The first 100-KW floating solar was installed at PTT Tank
Terminal Company Limited (PTT Tank) in Rayong. The Company developed the special-grade
Polyethylene to be used for the floating pontoon production, and was in the process of the
project designing and applying for a license to install 700-KW floating solar at the Company’s
Aromatics plant 2 (ARO2) which were expected to complete in Q1/2022, save electricity
consumption by Baht of 340,000 per year, and reduce Carbon dioxide emission by 520
tonCO2e per year.
3. Miss Srinuan Phataranon (Shareholder) questioned as follows:
- With the Company’s issuing and offering of US Dollar debentures and
Thai Baht debenture at 3.05% of the annual coupon rate, which the maturity date was in 2022,
then would the Company consider issuing Baht debenture and how was the coupon rate?
Mr. Kongkrapan Intarajang requested Miss Pattaralada Sa-Ngasang,
Executive Vice President of Finance and Accounting to clarify as follows:
The Company had issued and offered Debentures of US$ 1,250 million
to refinance the unsubordinated debentures in a total amount of US$ 1,000 million in 2022, as
well as for general corporate purposes. However, if there was any project investment, requiring
additional working capital, in the second half of 2021, the Company would consider issuing
and offering new debentures to replace Thai Baht debentures which its maturity was in Q3 of
2021. By that, the consideration was subject to the market condition, world economic situation
and the Company’s investment plan at that time as well.
- Having purchased agricultural products, was there the Company’s
policies to invent innovations for its agricultural partners to avoid agricultural waste burning?
Mr. Kongkrapan Intarajang had clarified that the Company did not
purchase agricultural products directly from suppliers. However, the Company’s subsidiary,
Global Green Chemicals Public Company Limited (GGC) had operated green chemical
businesses, utilizing palm and cassava as feedstocks. Also, according to the GGC’s policy on
the sustainable business operation, it promoted the standard for sustainable oil palm plantation
(Roundtable on Sustainable Palm Oil: RSPO) for farmers in order to meet the needs of
customers who have realized the importance of purchasing raw materials with social, economic
and environmental responsibilities. In addition, to promote the reduction of the agricultural
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 19/33
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waste burning, GGC had purchased and used agricultural products as fuels for Nakhonsawan
Biocomplex’s power plants. 4. Miss Srinuan Phataranon (Shareholder) and Miss Puangthong Boonsong
(Shareholder) asked that whether the current political situation in neighboring countries had
any impact on the Company’s business operation? How?
Mr. Kongkrapan Intarajang had clarified that such situation had not much
impact on the Company and then, requested Mr. Patiparn Sukorndhaman, President, to clarify
as follows:
In 2021, due to its low polyethylene market demand, the Company had set
the low sales volume target in Myanmar at the average of 50,000 tons per year. However, such
situation might affect the business operation, possibly resulted in failing achieving the set
targets, yet sale activities continued. In addition, being concern for the safety of the partners
and employees, operating in Myanmar, the Company had already called our employees back
to Thailand. Also, we would follow up the situation closely with Royal Thai Embassy, Yangon.
5. Mr. Anupoj Panapornsirikul (Shareholder) asked how was the Company’s
plan to organize any activity for Shareholder and was there the Company Visit Program in
2021?
Mr. Kongkrapan Intarajang had clarified that due to the epidemic of
COVID-19 and the Company’s concern of Shareholders’ well-beings, there was no the
Company Visit Program in 2021. However, if there was any update regarding the Company
Visit Program, the Company would inform shareholders of such via the Company’s website
and/or other channels.
6. Mr. Prasit Charoensap (Shareholder) inquired about Internal Audit Function
regarding its structure, personnel, technology utilization for internal audit?
Mr. Kongkrapan Intarajang requested Mr. Amorn Putiphrawan, Senior Vice
President of Internal Audit, to clarify as follows:
The Internal Audit’s structure had been re-organized to comply with the
corporate’s business growth, including 3 departments: 1) Strategies and Transformation
2) GC and Subsidiaries Audit, and 3) IT Audit and IA Technology. To prepare for the future
changes of the internal audit process, the Company had invested on the information technology
systems to improve the auditing efficiency to be proactive and rapid to support business growth.
Moreover, Performance audits had resulted in cost savings over the past 3 years.
The Company currently used SAP GRC Access Control system to control
access rights on SAP system, the corporate’s main system.
For the information stated in the Annual Registration Statement/Annual
Report 2020 (Form 56-1 One Report) regarding the internal control and the internal audit, i.e.
the management would monitor and evaluate the internal control according to the internal
control elements. Meanwhile, the Board of Directors would oversee and assess the internal
control and internal audit management as their duty.
In the matter of employee resignation in the last year, as per the Company’s
Mutual Separation Plan (MSP), there were employees from the Internal Audit Function that
voluntarily joined the program due to their health issues. There was also a case of an employee,
whose employment period was less than 45 days, that resigned for personal reasons. With such
incidents and changing trends in the future, the Company had already prepared for these
changes by further uplifting applications and applied digital technology to internal auditing to
enhance its efficiency.
Minutes of Annual General Meeting of Shareholders for the Year 2021
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April 5, 2021 Page 20/33
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7. Mr. Wuttirat Phupiboon (Shareholder) asked that with the Company’s
investment plan in 2021 as stated above, what would the Company’s stock price and D/E Ratio be?
Mr. Kongkrapan Intarajang had clarified that at the end of the year 2020, the
Company’s D/E Ratio was 0.33, considered at a low level. In addition, the Company had
considered the plan for sources of funding to be able to seek business growth opportunities as
well as to maintain its credit rating at the investment grade. The Company would utilize some
amount of funding received from the issuance and offering of $1,250 million debenture to
redeem its debentures which maturity dates were in 2021-2022. With the investment and
business operation plan in 2021, the Company expected to enhance its quality of earnings,
reflecting on the Company's stock value in the future. Yet, depending on market conditions and
other factors as well.
8. Mrs. Wandee Khummetha (Proxy) commented that with the New Normal,
the Company had considered convening the Annual General Meeting of Shareholders for the
year 2021, without souvenirs given, so why did the Company not organize the Meetings via
electronic means or used the Company’s facilities to reduce costs?
Mr. Kongkrapan Intarajang had clarified that as the annual general meeting
of shareholders was held only once a year, the Company would use this opportunity to meet
shareholders by considering holding the physical meeting. However, with the COVID-19
pandemic and for the well-being of all attendees, the Company had to strictly follow the
announcement and precautions guidelines set by the government and related institutions such
as keeping social distancing. Thus, the Company’s facilities were not having enough space to
accommodate all shareholders. However, we had provided shareholders the Web-Live
Broadcast for watching the live meeting as well.
9. Mr. Piyachart Sirisattayawong (Shareholder) questioned that if the oil price
had risen, how was the Company’ risk management?
Mr. Kongkrapan Intarajang had clarified that the Company had
continuously managed product price and spread risks which the Risk Management Committee
would define the hedging policy and framework, as well as govern and monitor the risk
management progress regularly. The Managements would convene the meeting to closely
monitor market conditions and fluctuation on a weekly basis to hedge rapidly and appropriately
with the changing circumstances. In Q1/2021, The Company had processed crude oil inventory
hedging for 100 percent as well as hedging in petroleum, aromatics, and olefins products at the
appropriate levels of prices and volumes.
10. Mr. Basant Kumar Dugar (Shareholder) asked as follows:
- Could the Company provide training courses by IMD Business School
in Switzerland for the Chairman of the Board of Directors or Chief Executive Officer or the
authorized directors?
Mr. Kongkrapan Intarajang had clarified that the Company had set the
training guideline and provided training courses from both domestic and international
institutions, as well as providing training sessions adequately for the Company’s Board of
Directors to enhance knowledges and experiences in various fields.
- Could the Company pay an additional bonus from 1% of net profit
growth?
Mr. Kongkrapan Intarajang had clarified that the Company had
considered the bonus payment for employees and the Board of Directors by the relevant
frameworks and policies, as well as external factors such as appropriateness and Market and
economic situation, etc.
Minutes of Annual General Meeting of Shareholders for the Year 2021
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April 5, 2021 Page 21/33
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- Could the Company increase its revenue growth or seek new streams of
income from new businesses having EBITDA Margin of higher than 50%? Mr. Kongkrapan Intarajang had clarified that most of the chemical
companies had EBITDA Margin of less than 50%. With the economic cycles, the Company’s
EBITDA Margin could be risen at a certain time, yet not be up to 50%.
- Could the Company provide tax credit of 20/80 of the dividend for Thai
investors and foreign investors from England, European countries and the United States having
the Double Taxation Avoidance Agreements (DTAA)?
Mr. Kongkrapan Intarajang asked Miss Pattaralada Sa-Ngasang,
Executive Vice President of Finance and Accounting, to clarify as follows:
The Company provide the tax credit of 20/80 of the dividend to Thai
investors only. The foreign investors' tax credit was subject to the Double Taxation Avoidance
Agreements of their countries which normally, the corporate income tax of such countries was
higher than one of Thailand.
11. Miss Phacharathorn Poomkam (Proxy) asked as follows:
- The progress and operational plan for the investment project in Vinythai
Public Company Limited (VNT) and what would be the benefits for the Company?
Mr. Kongkrapan Intarajang had clarified that the Company had made a
tender offer for all ordinary shares in VNT at the tender offer price of Baht 39 per share, totaling
192,491,246 shares, representing 16.24 percent of the total number of issued and paid-up
shares of VNT. Once the delisting of securities of VNT was completed, AGC Inc. planned to
restructure the business units of AGC Inc. in Vietnam to be under AGC-TH and would merge
between VNT and AGC-TH to form a newly established company which would operate and
become a leader in the fully integrated PVC and Chlor-Alkali in Southeast Asia, having
steadily demands and growth. As well as aligning with the strategy to enter CLMVT countries
to expand our home base.
- Would the Company’s operating performance in Q1/2021 be higher
than that of last year and from which factors?
The Chairman explained that if the economic conditions, market
situation, petrochemical products and prices was on a upward trend, the Company expected
that the Company’s operating performance in Q1/2021 would recover and be higher than the
that of the same quarter of 2020.
12. Mr. Supawit Jomsomsa (Shareholder) asked the following questions:
- Did the situation in Myanmar affect the Company's oil supplier?
Mr. Kongkrapan Intarajang had clarified that overall, the Company was
not much impacted by such situation, also the Company did not purchase crude oil from
Myanmar.
- With the current trend of Electric Vehicle (EV), what would be the
benefits or impact on the Company and how was the Company’s preparation? Mr. Kongkrapan Intarajang had clarified that the Company was the
petrochemical company which had been operated by the global direction and megatrends such
as the application of EV and digitalization. However, in the automotive and EV industries,
there was utilization of plastics, petrochemicals and synthetic rubber in the manufacturing
processes. Also, whether gasoline-powered vehicles or electric vehicles, there was no impact
on the Company. In addition, the performance chemicals and advanced material products, used
for the manufacturing of EV parts and components, were the direction the Company was
moving forward to as well.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 22/33
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The Chairman declared that the Meeting considered all agenda of this Meeting.
For good corporate governance principles and vote counting, the Chairman informed the
Meeting that the Company’s staff would collect all voting. If any questions are not raised and
answered at the Meeting, the Company had recorded all questions and answers in the Minutes
of the Meeting.
The Chairman appreciated for the Shareholders’ valuable time for attending the
Annual General Meeting of Shareholders for the year 2021 as well watching via Web-live
Broadcast, including stakeholders’ great supports and cooperation. With the diverse
experiences, knowledge, capabilities of the Board of Directors who set the vision, policies, and
direction, along with the strategy and the effort of the executives and employees, the Company
believed that we could overcome any challenges and difficulties and could grow and achieve
its goals steadily in the future. Then, the Meeting was adjourned.
The total Shareholders, who registered to attend the Meeting in person and by
proxies were 2,191 Shareholders. The number of shares could be totally calculated
3,269,112,631 shares, equivalent to 72.8648% of total number of outstanding shares. There
were 185 Shareholders who attend the Meeting in person, representing a total of 1,671,815
shares, equivalent to 0.0373%. There were 2,006 proxies who attend the Meeting, representing
a total of 3,267,440,816 shares, equivalent to 72.8275%, and the Company already rechecked
the votes.
With the concept of the Sustainable Event of the Company’s Annual General
Meeting of Shareholders for the Year 2021, comply with the guideline of the Thailand
Convention & Exhibition Bureau (Public Organization), the Company could reduce 500 bottles
of plastic waste by landfill under the Upcycling Project and reduce 305 kilogram of paper waste
by landfill, equivalent to reducing greenhouse gas emission for 244.66 kgCO2e.
The Meeting was adjourned at 11.00 hours.
Signed -signature- Chairman of the Board of Directors
(Mr. Piyasvasti Amranand)
Chairman of the Meeting
Signed -signature- Chief Executive Officer,
(Mr. Kongkrapan Intarajang) Director and Secretary
to the Board of Directors
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 23/33
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Enclosure
The Summary of Questions and Answers
at the Annual General Meeting of Shareholders for the Year 2021
(At the Meeting and Web-live Broadcast Channel)
Agenda 1 : To Acknowledge the Operations for the Year 2020 and the Recommendation
for the Business Plan, and Approve the Financial Statement for the Year
Ended December 31, 2020
No. Questions/Suggestions Answers
At the Meeting
1 Miss Khemmakorn Wachirawarakarn
(Shareholder) asked as follow:
- Besides Stock Loss, the main
factor of the Company’s decreasing
operating profit, was there any other
factors and what the Company’s
implementation on such?
Besides Stock Loss, the main factor of the
Company’s decreasing operating profit of 2020,
there were the impact from the COVID-19
pandemic to global economic crisis and dramatic
decline in product demand and price. However,
the Company had implemented cost saving
program, production cost reduction, production
efficiency enhancement, and the application of
technologies and digital systems. Thus, the
Company’s operating profit of 2020 was Baht
7,781 million and the Adjusted EBITDA was at a
similar level of 2019, excluding Stock Loss.
- In the last year, the COVID-19
pandemic had led to the travel bans and
restrictions around the world, was there
any effect on the refinery’s utilization
rate of the Company?
Even there were the decreases in the product
and petroleum product demand, the Company had
adjusted the refinery’s production mode,
according with the market demand, by fully
producing Diesel instead of Jet Fuel (Zero Jet).
Therefore, in 2020, the Company could maintain
the refinery’s utilization rate at 97%, increased by
10% comparing to 2019. In addition, 50% of the
petroleum products of the Company would be
used as the feedstock for the petrochemical
product production. In conclusion, although there
were impacts on product prices, but the Company
had managed its production to align with the
product demand and maintained the normal
utilization rate.
- With the economic recession,
how were the Company’s business plan
and investment plan?
The Company had reviewed the corporate
direction and the long-term strategies; 3 Steps
(Step Change, Step Out and Step Up) with the
analysis of the economic factors and market
situations and demand, both short and long term,
which found that the strategies “3 Steps” still
aligned with the current situations and
megatrends with the proper operating timing
adjustment. The Company had carefully revised
the strategic plans for the business growth and the
investment plan as follows:
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 24/33
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No. Questions/Suggestions Answers
(1) Step Change: the Company would
continue enhancing its business competitiveness
and feedstock flexibility to reduce production
cost and maintain production efficiency, as well
as the marketing operation and the investment
towards high value products (HVPs).
(2) Step Out: the Company would focus on
the High Value Businesses (HVBs) investment as
it is a growth business according to Megatrend,
through the Mergers and Acquisitions (M&A).
2 Mr. Suchart Wiriyasiri (Shareholder)
asked as follows:
- Was there the Company’s cost
saving program on personnel during
COVID-19 pandemic and how was it?
In 2020, the Company had established cost
saving measures in various areas which the
personnel costs had been reduced for
approximately Baht 1,944 Million by the revision
of new employee recruitment for essential
functions, the performance efficiency
enhancement with the training programs, the
encouragement of technology applications to
improve performance capabilities, as well as the
research and development for future employees’
capabilities. In conclusion, the Company had
effective cost saving programs, together with the
priority of the employees’ capability development
for the business growth of the Company.
- How was the Company’s
operating profit for the year 2021?
Even there were the decrease in the product
spreads such as polymers products and petroleum
products in Q2 and Q3 of 2020, the Company had
expected that the trends of the product prices and
spreads in 2021 would be upward. In addition,
with the ORP and PO/Polyols Projects that had
been commercially operated this year, the
Company’s sales revenue was projected to
increase by 8%.
3 Mr. Decha Suntharachun (Shareholder)
asked about the current petrochemical
product market.
As the petrochemical product market was
related to the business growing trend which
would affect product demands. In year 2021,
there was the recovery signal of the global
economy triggering the recovery in the petrochemical
product market from rising product demands such
as downstream products in the textile industry,
the packaging products, the construction industry,
electronics industry, and the transportation.
4 Mr. Sombat H. Phianjaroen
(Shareholder) asked about the estimated
operating performance for Q1/2021 and
the year 2021.
Even the economic volatility in the previous
year that had led to New Normal in several areas
in the business operation, the petrochemical
product demand was growing. Thus, the
Company’s estimated sales profit was expected to
increase and be greater than 2020.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 25/33
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No. Questions/Suggestions Answers
5 Mrs. Rungsri Jiaranaika (Proxy)
commented that from the information
stated in Form 56-1 One Report page 7
and 112-242 that in 2020, the Company
had recorded higher total liabilities as
well as the finance costs of Baht 3,511
Million, higher than 2019 at Baht 3,119
Million. Then, asked how were the
Company’s liability and rising interest
rates management?
Even the liabilities were recorded higher in
2020, the Company had set the liability and rising
interest rates management, as well as measures to
maintain liquidity such as the bond issuance of
Baht 15,000 million, the long-term borrowings
from financial institutions of Baht 30,000 million
and the issuance of U.S. Dollar debenture.
In 2020, the interest rates were low leading to
receive a lower deposit interest rates from some
source of deposits, together with the above
liquidity management. Thus, the Company’s
financial costs were recorded higher, yet still at a
competitive level. In 2021, with the strength of
the business operation, the Company’s credit
rating was still considered at the investment
grade. In addition, with the debentures issuance in
the amount of USD 4,000 million during the
period of 5 years (2020-2024), approved by the
2020 Annual General Meeting of Shareholders,
the Company had issued and offered the
debentures of US$ 1,250 million, consisting of
10-year and 30-year bonds with the fixed coupon
rates.
The Company had financial policies for the
financial structure management to enhance its
strength, reduce production costs, and build
operating profits, in order to maintain the credit
rating at a satisfactory level and be able to seek
additional sources of funds in the future and to
use its trade credit to extend feedstock payment
dues as well. Overall, the Company would
manage its loan agreements at the average period
of 8 – 10 years, maintain and balance the U.S.
Dollar exchange rate which GC Treasury Center
Company Limited (GCTC), the Company’s
treasury center, would help approach more
sources of loans having the most competitive
financial costs.
6 Mr. Akradeth Wasasara (Shareholder)
asked that How were the Company’s
international investment expansion plan
and preparation for the business
expansion in Vietnam of other companies
that would be operated this year?
The Company had set the strategy to invest
internationally and with Step Change, the
Company would consider business and market
shares expansion to strengthen its business
competitiveness in Thailand and Southeast Asia.
Also, with Step Out focusing on building new
production bases overseas, the Company would
consider operating on the business sustainability
foundation to balance between economy, society
and environment. From the above clarification,
the Company would focus on new business
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 26/33
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No. Questions/Suggestions Answers
investments, through Mergers and Acquisitions
(M&A), in High Value Businesses (HVB) having
a potential growth and products according to the
sustainability in the future. With such strategies,
the Company expected to increase quality of
earnings and the financial stability.
For the business operation in Vietnam, having
production home bases in Map Ta Phut Industrial
Estate in Rayong which were the strong
production bases in Southeast Asia, the Company
could expand its home bases to other countries.
Recently, the Company had invested more in
Vinythai Public Company Limited (VNT) which
expand PVC business in Vietnam already.
7 Mr. Anupoj Panapornsirikul
(Shareholder) asked as follows:
- How was the Company’s
application of new innovations for its
value creation?
Under Step Change, the Company would focus
on creating added value by developing more high
value products (HVPs) through research and
development (R&D) new innovations in order to
meet market and customer needs, with the aim of
its product portfolio adjustment by increasing the
portion of HVPs in Polymers products from 30%
in 2020 to be 65% in the next 5 years. In addition,
the Company had invested in Corporate Venture
Capital (CVC) to enter new businesses with
technologies to strengthen and expand current
businesses.
- How was the Company’s green
chemicals business and whether any
impact from the new U.S. President’s
energy policies?
The Company was a company that had been
operating fully integrated green chemicals
business such as productions of biofuels,
bioplastics and biochemicals. In addition, the
Company had focused on both petrochemicals
and green chemicals businesses in order to meet
diverse customers’ and societies’ needs. In
bioplastics, there were uses of natural feedstocks
such as sugar made from sugarcane, cassava, and
corn, for the productions of polylactic acid (PLA)
and polybutylene succinate (PBS) through
NatureWorks LLC and PTTMCC Biochem Co.,
Ltd. (PTTMCC) respectively. The oleochemicals
were used for the productions of biofuels, yet
home and personal care such as cleaning
products, soap, and detergent.
For the new U.S. President’s energy policies,
with the studies and investing experiences in US,
the Company found that eco-friendly product
trend and promoting would support the growth of
the Company’s green chemicals business.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 27/33
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No. Questions/Suggestions Answers
Web-live Broadcast Channel
8 Mr. Sahatsapol Aiumthong
(Shareholder) asked whether the
Company would issue and offer a new
set of debentures in 2021?
With the debentures issuance in the amount of
USD 4,000 million during the period of 5 years
(2020-2024), approved by the 2020 Annual
General Meeting of Shareholders, the Company
had issued and offered the debentures of US$
1,250 million, perceived the appropriate interests
rate, to support general corporate purposes. As
there were Baht 20,000 debentures which its
maturity was in 2021, the Company was
considering and aligning its investment plan and
seeking debt financing by loans.
9 Mr. Nopparat Phongthagoon
(Shareholder) asked how was the
Company’s plan to invest in EV and
digital businesses?
The Company had studied the business
possibility from the rising EV trend as there were
used of specialty materials for the EV component
productions, which was the Company’s strategy
to enter the high value business.
The Company had invested in the form of
CVC in 4 areas, which one of them was the
digital platform business, to enter outstanding
growth businesses and apply knowledges for
supporting the current business unit and new
businesses.
In addition, the Company had applied digital
systems to enhance its operational efficiency.
Agenda 2 : To Consider and Approve the Allocation of Profit from the Operating
Results in the Year 2020, and Dividend Distribution
No. Questions/Suggestions Answers
At the Meeting
1 Mr. Suchart Wiriyasiri (Shareholder)
asked why was the Company’s dividend
distribution for the year 2020 not higher
than this and why there was the omission
of the interim dividend payment for the
year 2020?
According to the dividend policy requiring that
dividend shall be paid not less than 30 percent of
the net profit and the Company’s net profit for the
year 2020 of Baht 200 million, the dividend
distribution at the rate of Baht 1.00 per share was
equivalent to 2,248% of the net profit, 60% of the
operating profit and 1.71% of dividend yield,
which were comparable and even higher levels
than other similar-level companies. However, due
to the COVID-19 pandemic, impacting on
economic activities and the market fluctuation, so
the interim dividend payment for the year 2020
was omitted according to the resolutions of the
Company’s Board of Directors’ Meeting No.
9/2020, held on August 24, 2020.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 28/33
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Agenda 6 Other Business (If any)
No. Questions/Suggestions Answers
At the Meeting
1 Mr. Sombat H. Phianjaroen
(Shareholder) asked about the progress
on the Company’s operations such as the
consideration for the investments in U.S.
and other countries.
One of the key factors for the investment
consideration for the US Petrochemical Complex
Project was strategic partner(s) as it was the
large-scale investment project. The Company was
currently in discussion with potential partners, as
well as in processes of the loan program
application submission from the U.S.
Government and the re-negotiation with the
project contractor. In addition, there were other
international investment projects which by that
the Company was in the process of the merger
and acquisition of the specialty chemicals
businesses, having potential growth in the future.
For the large-scale domestic investment projects,
the Olefins Reconfiguration Project (ORP), the
Propylene Oxide (PO) and Polyols Project were
completed and had been operated commercially
as planned.
2 Miss Irarom Anun (Shareholder) asked as
follows:
- When would the Smart Energy
Storage System, the model technology
and innovation of PTT Group, generate
revenue for the Eastern Industry and how
much it would be?
The Smart Energy Storage System was
designed by Global Power Synergy Public
Company Limited (GPSC) which the Company
had participated in the system testing and
developing, as well as adopted the ESS system at
the office buildings and Innovation and
Technology Center, with the capacity of 1
megawatt-hours (MWh) which could save costs
by approximately Baht 1.2 million per year. In
addition, GPSC was in the process of adopting
the ESS system in other areas such as
Vidyasirimedhi Institute of Science and
Technology (VISTEC).
- How was the progress of the
floating solar power installation project
in Rayong, when and how much it would
generate the revenue to the company?
The project was the collaboration within PTT
Group. The first 100-KW floating solar was
installed at PTT Tank Terminal Company
Limited (PTT Tank) in Rayong. The Company
developed the special-grade Polyethylene to be
used for the floating pontoon production, and was
in the process of the project designing and
applying for a license to install 700-KW floating
solar at the Company’s Aromatics plant 2
(ARO2) which were expected to complete in
Q1/2022, save electricity consumption by Baht of
340,000 per year, and reduce Carbon dioxide
emission by 520 tonCO2e per year.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 29/33
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No. Questions/Suggestions Answers
3 Miss Srinuan Phataranon (Shareholder)
questioned as follows:
- With the Company’s issuing and
offering of US Dollar debentures and
Thai Baht debenture at 3.05% of the
annual coupon rate, which the maturity
date was in 2022, then would the
Company consider issuing Baht
debenture and how was the coupon rate?
The Company had issued and offered
Debentures of US$ 1,250 million to refinance the
unsubordinated debentures in a total amount of
US$ 1,000 million in 2022, as well as for general
corporate purposes. However, if there was any
project investment, requiring additional working
capital, in the second half of 2021, the Company
would consider issuing and offering new
debentures to replace Thai Baht debentures which
its maturity was in Q3 of 2021.By that, the
consideration was subject to the market condition,
world economic situation and the Company’s
investment plan at that time as well.
- Having purchased agricultural
products, was there the Company’s
policies to invent innovations for its
agricultural partners to avoid agricultural
waste burning?
The Company did not purchase agricultural
products directly from suppliers. However, the
Company’s subsidiary, Global Green Chemicals
Public Company Limited (GGC) had operated
green chemical businesses, utilizing palm and
cassava as feedstocks. Also, according to the
GGC’s policy on the sustainable business
operation, it promoted the standard for
sustainable oil palm plantation (Roundtable on
Sustainable Palm Oil: RSPO) for farmers in order
to meet the needs of customers who have realized
the importance of purchasing raw materials with
social, economic and environmental
responsibilities. In addition, to promote the
reduction of the agricultural waste burning, GGC
had purchased and used agricultural products as
fuels for Nakhonsawan Biocomplex’s power
plants.
4 Miss Srinuan Phataranon (Shareholder)
and Miss Puangthong Boonsong
(Shareholder) asked that whether the
current political situation in neighboring
countries had any impact on the
Company’s business operation? How?
Such situation had not much impact on the
Company.
In 2021, due to its low polyethylene market
demand, the Company had set the low sales
volume target in Myanmar at the average of
50,000 tons per year. However, such situation
might affect the business operation, possibly
resulted in failing achieving the set targets, yet
sale activities continued. In addition, being
concern for the safety of the partners and
employees, operating in Myanmar, the Company
had already called our employees back to
Thailand. Also, we would follow up the situation
closely with Royal Thai Embassy, Yangon.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 30/33
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No. Questions/Suggestions Answers
5 Mr. Anupoj Panapornsirikul
(Shareholder) asked how was the
Company’s plan to organize any activity
for Shareholder and was there the
Company Visit Program in 2021?
Due to the epidemic of COVID-19 and the
Company’s concern of Shareholders’ well-beings,
there was no the Company Visit Program in 2021.
However, if there was any update regarding the
Company Visit Program, the Company would
inform shareholders of such via the Company’s
website and/or other channels.
6 Mr. Prasit Charoensap (Shareholder)
inquired about Internal Audit Function
regarding its structure, personnel,
technology utilization for internal audit?
Mr. Kongkrapan Intarajang requested Mr.
Amorn Putiphrawan, Senior Vice President of
Internal Audit, to clarify as follows:
The Internal Audit’s structure had been re-
organized to comply with the corporate’s
business growth, including 3 departments:
1) Strategies and Transformation 2) GC and
Subsidiaries Audit, and 3) IT Audit and IA
Technology. To prepare for the future changes of
the internal audit process, the Company had
invested on the information technology systems
to improve the auditing efficiency to be proactive
and rapid to support business growth. Moreover,
Performance audits had resulted in cost savings
over the past 3 years.
The Company currently used SAP GRC
Access Control system to control access rights on
SAP system, the corporate’s main system.
For the information stated in the Annual
Registration Statement/Annual Report 2020
(Form 56-1 One Report) regarding the internal
control and the internal audit, i.e. the
management would monitor and evaluate the
internal control according to the internal control
elements. Meanwhile, the Board of Directors
would oversee and assess the internal control and
internal audit management as their duty.
In the matter of employee resignation in the
last year, as per the Company’s Mutual
Separation Plan (MSP), there were employees
from the Internal Audit Function that voluntarily
joined the program due to their health issues.
There was also a case of an employee, whose
employment period was less than 45 days, that
resigned for personal reasons. With such
incidents and changing trends in the future, the
Company had already prepared for these changes
by further uplifting applications and applied
digital technology to internal auditing to enhance
its efficiency.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 31/33
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No. Questions/Suggestions Answers
7 Mr. Wuttirat Phupiboon (Shareholder)
asked that with the Company’s
investment plan in 2021 as stated above,
what would the Company’s stock price
and D/E Ratio be?
At the end of the year 2020, the Company’s
D/E Ratio was 0.33, considered at a low level. In
addition, the Company had considered the plan
for sources of funding to be able to seek business
growth opportunities as well as to maintain its
credit rating at the investment grade. The
Company would utilize some amount of funding
received from the issuance and offering of $1,250
million debenture to redeem its debentures which
maturity dates were in 2021-2022. With the
investment and business operation plan in 2021,
the Company expected to enhance its quality of
earnings, reflecting on the Company's stock value
in the future. Yet, depending on market
conditions and other factors as well.
8 Mrs. Wandee Khummetha (Proxy)
commented that with the New Normal,
the Company had considered convening
the Annual General Meeting of
Shareholders for the year 2021, without
souvenirs given, so why did the
Company not organize the Meetings via
electronic means or used the Company’s
facilities to reduce costs?
As the annual general meeting of shareholders
was held only once a year, the Company would
use this opportunity to meet shareholders by
considering holding the physical meeting.
However, with the COVID-19 pandemic and for
the well-being of all attendees, the Company had
to strictly follow the announcement and
precautions guidelines set by the government and
related institutions such as keeping social
distancing. Thus, the Company’s facilities were
not having enough space to accommodate all
shareholders. However, we had provided
shareholders the Web-Live Broadcast for
watching the live meeting as well.
9 Mr. Piyachart Sirisattayawong
(Shareholder) questioned that if the oil
price had risen, how was the Company’
risk management?
The Company had continuously managed
product price and spread risks which the Risk
Management Committee would define the
hedging policy and framework, as well as govern
and monitor the risk management progress
regularly. The Managements would convene the
meeting to closely monitor market conditions and
fluctuation on a weekly basis to hedge rapidly
and appropriately with the changing
circumstances. In Q1/2021, The Company had
processed crude oil inventory hedging for 100
percent as well as hedging in petroleum,
aromatics, and olefins products at the appropriate
levels of prices and volumes.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 32/33
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No. Questions/Suggestions Answers
10 Mr. Basant Kumar Dugar (Shareholder)
asked as follows:
- Could the Company provide
training courses by IMD Business
School in Switzerland for the Chairman
of the Board of Directors or Chief
Executive Officer or the authorized
directors?
The Company had set the training guideline
and provided training courses from both domestic
and international institutions, as well as providing
training sessions adequately for the Company’s
Board of Directors to enhance knowledges and
experiences in various fields
- Could the Company pay an
additional bonus from 1% of net profit
growth?
The Company had considered the bonus
payment for employees and the Board of
Directors by the relevant frameworks and
policies, as well as external factors such as
appropriateness and Market and economic
situation, etc.
- Could the Company increase its
revenue growth or seek new streams of
income from new businesses having
EBITDA Margin of higher than 50%?
Most of the chemical companies had EBITDA
Margin of less than 50%. With the economic
cycles, the Company’s EBITDA Margin could be
risen at a certain time, yet not be up to 50%.
- Could the Company provide tax
credit of 20/80 of the dividend for Thai
investors and foreign investors from
England, European countries and the
United States having the Double
Taxation Avoidance Agreements
(DTAA)?
The Company provide the tax credit of 20/80
of the dividend to Thai investors only. The
foreign investors' tax credit was subject to the
Double Taxation Avoidance Agreements of their
countries which normally, the corporate income
tax of such countries was higher than one of
Thailand.
11 Miss Phacharathorn Poomkam (Proxy)
asked as follows:
- The progress and operational plan
for the investment project in Vinythai
Public Company Limited (VNT) and
what would be the benefits for the
Company?
The Company had made a tender offer for all
ordinary shares in VNT at the tender offer price
of Baht 39 per share, totaling 192,491,246 shares,
representing 16.24 percent of the total number of
issued and paid-up shares of VNT. Once the
delisting of securities of VNT was completed,
AGC Inc. planned to restructure the business
units of AGC Inc. in Vietnam to be under AGC-
TH and would merge between VNT and AGC-
TH to form a newly established company which
would operate and become a leader in the fully
integrated PVC and Chlor-Alkali in Southeast
Asia, having steadily demands and growth. As
well as aligning with the strategy to enter
CLMVT countries to expand our home base.
- Would the Company’s operating
performance in Q1/2021 be higher than
that of last year and from which factors?
The Chairman explained that if the economic
conditions, market situation, petrochemical
products and prices was on a upward trend, the
Company expected that the Company’s operating
performance in Q1/2021 would recover and be
higher than the that of the same quarter of 2020.
Minutes of Annual General Meeting of Shareholders for the Year 2021
PTT Global Chemical Public Company Limited
April 5, 2021 Page 33/33
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No. Questions/Suggestions Answers
12 Mr. Supawit Jomsomsa (Shareholder)
asked the following questions:
- Did the situation in Myanmar
affect the Company's oil supplier?
Overall, the Company was not much impacted
by such situation, also the Company did not
purchase crude oil from Myanmar.
- With the current trend of Electric
Vehicle (EV), what would be the
benefits or impact on the Company and
how was the Company’s preparation?
The Company was the petrochemical company
which had been operated by the global direction
and megatrends such as the application of EV and
digitalization. However, in the automotive and
EV industries, there was utilization of plastics,
petrochemicals and synthetic rubber in the
manufacturing processes. Also, whether gasoline-
powered vehicles or electric vehicles, there was
no impact on the Company. In addition, the
performance chemicals and advanced material
products, used for the manufacturing of EV parts
and components, were the direction the Company
was moving forward to as well.
Web-live Broadcast Channel
13 Mrs. Prakai Wongngern (Shareholder)
and Mr. Sahatsapol Aiumthong
(Shareholder) asked that with the
decreasing operating performance in
2020 and the increasing dept by the
debenture issuance, was the Company
downgraded and how?
The Company had managed its working capital
and dept financing, to support investments, with
the consideration of the credit rating. Thus, the
Company had been operated to maintaining and
not to impact its credit rating at the investment
grade, as well as communicated closely with the
credit rating agencies for the mutual
understanding. Therefore, even there were
additional debenture issuances, the Company’s
credit rating was remained at BBB from S&P and
Baa2 from Moody’s.