Esso (Thailand) Public Company Limitedesso.listedcompany.com/misc/agm2011/agm2011_en.pdf · Esso...

Notice to Attend

The 2011 Annual General Meeting of ShareholdersEsso (Thailand) Public Company Limited

Thursday, April 28, 2011

at 14.00 hours

The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor

199 Sukhumvit Soi 22, Sukhumvit Road, Bangkok

2 Esso (Thailand) Public Company Limited

3Esso (Thailand) Public Company Limited

(Translation)

March 25, 2011

Subject : Notice to attend the 2011 Annual General Meeting of Shareholders

Attention : All shareholders

Enclosures : 1) Copy of Minutes of the 2010 Annual General Meeting of Shareholders

2) 2010 Annual Report (CD_ROM) comprising the Financial Statements for the fiscal period ended December 31, 2010 including an auditor’s report, and 2010 Highlights Report

3) Resumes of directors supporting their re-election

4) Rules for registration, proxy and attending the Shareholders’ Meeting

5) Explanation regarding Proxy Forms for the Shareholders’ Meetings and Proxy Forms consistent with the Notice of the Department of Business Development Re Prescription of Form of Proxy (No. 5) B.E. 2550

6) Articles of Association of the Company relating to Shareholders’ Meeting

7) Form to request a hard copy of the Annual Report

8) Map of Meeting Location

From November 26, 2010 to February 15, 2011, the Company invited shareholders to propose relevant agenda items for the 2011 Annual General Meeting of Shareholders but none were received. The Board of Directors has therefore resolved to hold the 2011 Annual General Meeting of Shareholders on Thursday, April 28, 2011, at 14:00 hours at The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok to consider only the following normal agenda items:

1. To certify the Minutes of the 2010 Annual General Meeting of Shareholders

Background: The Company prepared the Minutes of the 2010 Annual General Meeting of Shareholders held on April 27, 2010, a copy of which is attached to this Notice (Enclosure No. 1). The copy of the Minutes of the 2010 Annual General Meeting of Shareholders was submitted to The Stock Exchange of Thailand within 14 days as required and disseminated in the Company’s website and no objection or amendment was received.

The Board’s Opinion: The Minutes of 2010 Annual General Meeting of Shareholders should be presented at the shareholders’ meeting for their certification.

2. To acknowledge the report of the Board of Directors regarding business operations during the past year including the annual report proposed to the meeting and approve the balance sheet and profit and loss

account including the report of the auditor

Background: The report of the Board of Directors regarding business operations during the past year,

annual report for the year 2010 and the balance sheet and profit and loss account audited

by the Company’s auditor and reviewed by the Audit Committee are exhibited in the 2010

Annual Report, which is attached to this Notice (Enclosure No. 2)


The Board’s Opinion: The report of the Board of Directors regarding the Company’s business operations and its

annual report should be presented at the shareholders’ meeting for acknowledgment and

the balance sheet and profit and loss account audited by the Company’s auditor and

reviewed by the Audit Committee should be presented at the shareholders’ meeting for their

approval.

3. To consider and approve the allocation of profit and dividend payments

Background: The dividend policy previously adopted by the Board of Directors is to recommend to

shareholders a dividend of not less than 40% of net profits after deduction of all specified

reserves, subject to the Company’s investment plans, applicable laws, contingencies and

other relevant considerations. The actual dividend payout ratio may vary above or below the

level indicated in the dividend policy and is subject to other risk factors.

For the full year 2010, the Company had a net profit of Baht 1,654 million (One Thousand

Six Hundred Fifty Four Million Baht), and made an allocation for reserve under Section 116

of the Public Limited Company Act B.E. 2535 in the amount of Baht 69,358,000 (Sixty Nine

Million Three Hundred and Fifty Eight Thousand Baht). As the Company had an

unappropriated retained earnings after deduction of all specified reserves as of December

31, 2010 of Baht 2,951 million (Two Thousand Nine Hundred and Fifty One Million Baht), the

Board has recommended that a dividend of Baht 0.20 (Twenty Satangs) per share for year

2010 be paid to all eligible shareholders whose names appear in the register of shareholders

on the Record Date. The proposed aggregate dividend payment amount will be Baht

692,171,600 (Six Hundred Ninety Two Million One Hundred Seventy One Thousand Six

Hundred Baht) and the dividend payment date would be May 26, 2011. The Record Date

for ascertaining entitlement to a dividend is May 11, 2011 and the share register book

closing date for collecting the name of the shareholders pursuant to the Securities and

Exchange Act, Section 225 is May 12, 2011.

Dividend payment comparison is as follows:

Details Y2010 Y2009 Y2008

1. Net Profits (Million Baht) 1,654 4,451 (6,864)

2. Allocation of net profit to legal reserve (Million Baht) 69 205 -

3. Number of Shares (Million shares) 3,461 3,461 3,461

4. Dividend per share (Baht per share) 0.20 0.50 0.50

5. Total dividend (Million Baht) 692 1,730 1,730

6. Payout ratio after deduction of legal reserve 44% 41% >100%

The Board’s Opinion: The shareholders should approve the allocation of profit and the payment of a dividend of

Baht 0.20 (Twenty Satangs) per share to all eligible shareholders whose names appear in

the register of shareholders on the Record Date. The proposed aggregate dividend payment

amount will be Baht 692,171,600 (Six Hundred Ninety Two Million One Hundred Seventy

One Thousand Six Hundred Baht) and the dividend payment date would be May 26, 2011.

The Record Date for ascertaining entitlement to a dividend is May 11, 2011 and the share

register book closing date for collecting the name of the shareholders pursuant to the

Securities and Exchange Act, Section 225 is May 12, 2011.


4. To consider and approve the election of directors in place of those retiring by rotation

Background: The Public Limited Company Act B.E. 2535 (as amended) and the Company’s Articles of

Association provide that at every Annual General Meeting of Shareholders, one-third of

directors shall retire and that these directors are eligible for re-election. At the 2011 Annual

General Meeting of Shareholders, four directors namely (1) Mr. Robert Michael Cooper –

Director and Chairman of Board of Directors; (2) Mr. Mongkolnimit Auacherdkul – Director;

(3) Mr. Mark Ell Northcutt - Director; and (4) Mr. Adisak Jangkamolkulchai – Director will

have to retire.

From November 26, 2010 to February 15, 2011, the Company invited shareholders to

nominate candidates for election as director at the 2011 Annual General Meeting of

Shareholders but none were received. As the Company has not instituted a nomination

committee process, the Board of Directors has considered various appropriate qualifications

including knowledge and experience as well as the past performance of these four retiring

directors. The Board is of the opinion that these four directors who are retiring should be

proposed for re-election. The resumes of the four directors are attached (Enclosure No. 3).

The Board’s Opinion: As all four directors proposed for election, namely Mr. Robert Michael Cooper, Mr.

Mongkolnimit Auacherdkul, Mr. Mark Ell Northcutt and Mr. Adisak Jangkamolkulchai, are

duly qualified in accordance with the provisions of the Public Limited Company Act, and are

knowledgeable and experienced in the matters relating to the Company’s business, the

Board is of the opinion that they should be re-elected.

5. To consider and approve Directors’ remuneration

Background: As the Company has not instituted a remuneration committee process, upon taking into

account all appropriate factors including market compensation levels for directors, the Board

of Directors has proposed that the shareholders approve the remuneration of directors in

line with past practice as follows:

(a) Directors who are also members of the Audit Committee be paid a directors’ fee of Baht

166,667 per month;

(b) Directors who are NOT members of the Audit Committee be paid a directors’ fee of Baht

133,334 per month; and

(c) Notwithstanding paragraph (a) and (b) above, directors who receive separate

compensation from the Company or its affiliates for any type of full-time service/s

rendered not be paid any directors’ fees.

The amount of proposed remuneration is same as year 2010.

The Board’s Opinion: The shareholders should approve the proposed remuneration.


6. To consider and approve the appointment of the Company’s auditors and their remuneration

Background: The Company’s Articles of Association require that the appointment of the Company’s

auditors and their remuneration be approved by the Shareholders. The Board of Directors

proposed the appointment of the Company’s auditor and their remuneration as follows:

1) Name and Auditing Firm: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, Ms.

Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn Phruithithada

C.P.A. (Thailand) No. 3257; all of PricewaterhouseCoopers ABAS Ltd. These auditors

are also the auditors of certain subsidiaries and affiliates of the Company that are

located in Thailand.

2) Relationship with the Company: The proposed auditing firm has no relationship of

conflict of interest with the Company, the management of the Company, majority

shareholders or related persons of the said persons.

3) Service Years: Ms. Nattaporn Phan-Udom C.P.A. (Thailand) No. 3430, has reviewed or

audited and rendered relevant opinion in the Company’s financial statements in year

2010. Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms. Unakorn

Phruithithada C.P.A. (Thailand) No. 3257 have never reviewed or audited and rendered

relevant opinions in the Company’s financial statements.

4) Remuneration: Not to exceed Baht 4,600,000 which was concurred by the Audit

Committee as per details below:

Remuneration 2011 2010

Annual remuneration (Baht) Not to exceed 4,600,000 4,300,000

Other fee (Baht) - -

Total (Baht) Not to exceed 4,600,000 4,300,000

The Board’s Opinion: The shareholders should approve the appointment of Ms. Nattaporn Phan-Udom C.P.A.

(Thailand) No. 3430, Ms. Nangnoi Charoenthaveesub C.P.A. (Thailand) No. 3044 and Ms.

Unakorn Phruithithada C.P.A. (Thailand) No. 3257; all of PricewaterhouseCoopers ABAS

Ltd and authorize any of them to conduct the appropriate audits and to render relevant

opinions in the financial statements. Upon taking into account all appropriate factors

including the quality, potential increased work load due to new accounting standards

implementation in accordance with International Financial Reporting Standards (IFRS) in

Thailand in 2011 and compensation for inflation, the shareholders should approve the

auditor’s remuneration be set at an amount not to exceed Baht 4,600,000 which was

concurred by the Audit Committee.


7. To consider other businesses (if any)

You are cordially invited to attend the meeting on the date, time and place mentioned above. If you are not able to attend the meeting, you may designate another person as your authorized representative by completing and submitting the attached proxy form before the meeting convenes.

Very truly yours,

Signed by: Robert Michael Cooper

(Mr. Robert Michael Cooper)

Chairman of the Board of Directors


Enclosure No. 1

(Translation)

Minutes of the 2010 Annual General Meeting of Shareholders

Date, Time & Venue:

The Meeting was held on Tuesday, April 27, 2010, at 14.00 hours, at Windsor Suites Hotel at Petchpailin Ballroom, 11th Floor, No. 8 Soi 18-20, Sukhumvit Road, Bangkok Metropolis.

Directors Present:

1. Mr. Robert Michael Cooper Chairman of the Board and Managing Director

2. Dr. Kurujit Nakornthap Independent Director

3. Mr. Sompop Amatayakul Independent Director and Chairman of the Audit Committee

4. Mr. Smit Tiemprasert Independent Director, Member of the Audit Committee and Chairman of Performance Evaluation Committee

5. Mrs. Wattanee Phanachet Independent Director and Member of the Audit Committee

6. Mr. Wattana Chantarasorn Director and Member of Performance Evaluation Committee

7. Mr. Mongkolnimit Auacherdkul Director, Government & Public Affairs Manager and Member of Performance Evaluation Committee

8. Mr. Adisak Jangkamolkulchai Director and Refinery Process Manager

9. Mr. Mark Ell Northcutt Director and Refinery Manager

10. Mr. Somjate Saifon Director and Chemicals Manager

11. Mr. Kwok Yew Meng Director and Retail Manager

Director Absent:

Mrs. Porntida Boonsa Director

Executives Present:

1. Mrs. Phantipa Rasananda Investor Relations Manager

2. Ms. Jo-Anne Eu Lubricants Manager

3. Mrs. Ratrimani Pasiphol Treasurer and Tax Manager

4. Mr. Chai Jangsirikul Controller

Executive Absent:

Mr. Channarong Janjitmun Industrial and Wholesale Manager

Other Attendants:

1. Ms. Nattaporn Phan-Udom Auditor of the Company of PricewaterhouseCoopers ABAS Ltd

2. Mr. Pradit Sahachaiyunta Legal Counsel, International Legal Counsellors Thailand Ltd.


Enclosure No. 1

Preliminary Proceeding:

Mr. Robert Michael Cooper, the Chairman of the Board, presided as chairman of the meeting. He invited Khun Phantipa and Khun Mongkolnimit to explain how the meeting would be conducted. Khun Phantipa advised the meeting that she and Khun Mongkolnimit would summarize to the Chairman in English the parts of the meeting conducted in Thai and for the convenience of the shareholders, they would summarize to the shareholders in Thai the Chairman’s comments in English.

The Chairman noted that the Company has a registered paid up capital of 17,075,181,200.40 Baht (Seventeen billion seventy five million one hundred eighty one thousand and two hundred Baht and forty satangs) comprising 3,460,858,000 common shares. He noted from the TSD screen that 79.6261 % of total shares were represented at the meeting and that this was sufficient to constitute a quorum under the Articles of Association of the Company (“AOA”). He therefore declared the 2010 Annual General Meeting of Shareholders (“AGM”) of the Company opened. He noted that during December 8, 2009 to February 12, 2010, the Company, through its website, invited the shareholders to propose suitable agenda items for the meeting but none were received. The meeting would therefore consider only the matters listed in the agenda sent out to all shareholders along with the Notice of this AGM, which was also announced in the Company’s website. He invited Khun Phantipa to go through the figures on the TSD screen on shareholder attendance at the meeting and to explain the voting procedure in Thai on his behalf.

Khun Phantipa, on the Chairman’s behalf, reported from the TSD screen that the Company has a registered paid up capital of 17,075,181,200.40 Baht (Seventeen hundred seventy five million and one hundred eighty one thousand and two hundred Baht and forty satangs) comprising 3,460,858,000 common shares. There were a total of 608 shareholders present, of whom 315 were present in person representing 8,061,264 shares and 293 present as proxy holders representing 2,747,684,020 shares. A total of 2,755,745,284 shares were represented at the meeting equal to 79.6261 % of the total of 3,460,858,000 issued and outstanding shares of the Company. Khun Phantipa noted that this was sufficient to constitute a quorum under the AOA.

Before proceeding with the agenda items, Khun Phantipa summarized on behalf of the Chairman the voting procedures for the meeting as follows:

• For each agenda item, after the presentation of the matter, the Chairman would provide the shareholders’ an opportunity to ask questions or comment on the matter. Any shareholders who wished to pose a question or comment should proceed to one of the standing microphones and clearly state their name before raising a question or offering a comment.

• After closing the discussion on the item, the Chairman would request the shareholders to vote on the matter.

• Each share carried one vote.

• The Chairman would ask the shareholders who opposed the proposed resolution or who wished to abstain from the vote to raise their hand and ushers would collect the ballot paper from them. The shareholders who approve the proposed resolution are not required to give the ballot to the ushers. After the meeting, shareholders may put their ballot in the box provided at the exit when leaving the meeting room.

• The opposing and abstention votes would be tallied and their numbers subtracted from the quorum to determine if the proposed resolution had been successfully carried. The remaining votes will be deemed to have voted in favor of the proposed resolution.

• For the election of directors in place of retiring directors, the Company would ask shareholders to elect the directors one by one but will collect the vote ballots of all directors after the election of the fourth director.

Khun Phantipa advised the meeting that Khun Supachai Arunthamsakul from International Legal Counsellors Thailand Ltd. would act as an independent inspector. She asked for one volunteer from the shareholders to act as another independent observer to inspect the vote count and Khun Chaiyot Worravitudomsuk, a proxy holder of a shareholder volunteered to act as another independent observer.


As there were no questions on the voting process, the Chairman proceeded with the agenda items listed in the Notice of this meeting:

Agenda Item 1: To certify the Minutes of the 2009 Annual General Meeting of Shareholders

The Chairman requested the Meeting to certify the Minutes of 2009 Annual General Meeting of

Shareholders. He noted that the Board had recommended that the shareholders should certify

the Minutes. He then invited Khun Phantipa to explain the agenda item in Thai.

Khun Phantipa explained that the 2009 Annual General Meeting of Shareholders was held on

April 28, 2009. A copy of the minutes of the meeting was sent to all shareholders as attached to

the Notice of this meeting in Enclosure No. 1 (page 6). The Board of Directors had recommend-

ed that the shareholders should certify the Minutes.

The Chairman then invited questions or comments from the shareholders and there were none.

He proposed that the 2009 Annual General Meeting of Shareholders be certified. He advised

that the vote required for this agenda item was a simple majority of the shareholders entitled to

vote.

Resolution: The Meeting had considered and by a majority vote of the shareholders certified the Minutes of

the 2009 Annual General Meeting of Shareholders held on April 28, 2009 with the following

votes:

Certified: 2,756,577,107 Votes or 99.9994 %

Not certified: 10,027 Votes or 0.0004 %

Abstained: 6,100 Votes or 0.0002 %

Total: 2,756,593,234 Votes or 100 %

(639 voting shareholders)

Agenda Item 2: To acknowledge the report of the Board of Directors regarding business operations during

the past year including the 2009 Annual Report proposed to the meeting and approve the

Balance Sheet and Profit and Loss Account including the report of the auditor

The Chairman advised the meeting that the Board had recommended that the shareholders

should acknowledge the report of the Board of Directors and the Company’s 2009 Annual

Report regarding the Company’s business operations. The Board had also recommended that

the shareholders should approve the Balance Sheet and Profit and Loss Account including the

report of the auditor, which had been audited by the Company’s auditor and reviewed by the

Audit Committee. He invited Khun Phantipa to elaborate on the agenda item in Thai.

Khun Phantipa advised the Meeting that Section 113 of the Public Limited Companies Act and

Article 39 of the AOA required that the report of the Board of Directors and the Company’s

Annual Report regarding the Company’s business operation should be acknowledged by the

shareholders at the Annual General Meeting of Shareholders. Also, Section 112 of the Public

Limited Companies Act and Article 42 of the AOA required that the Board of Directors should

have the Balance Sheet and Profit and Loss Account as of the last day of the Company’s fiscal

year prepared and audited by the Company’s auditor and should submit it to the Annual General

Meeting of Shareholders for approval.

Enclosure No. 1


These reports and the Balance Sheet and Profit and Loss Account for the fiscal year ended

December 31, 2009 were sent to all shareholders as attached to the Notice of the Meeting in

Enclosure No. 2, and were also available at the time of registration for this Meeting. (The said

Balance Sheet and Profit and Loss Account for the fiscal year ended December 31, 2009

including an audit report of the auditors were included in the 2009 Annual Report, from page 57

onwards).

The Board of Directors had recommended that the shareholders should acknowledge the said

report of the Board of Directors and the Company’s 2009 Annual Report regarding the

Company’s business operation and approve the Balance Sheet and Profit and Loss Account for

the fiscal year ended December 31, 2009 including the report of the auditor which had been

reviewed by the Audit Committee and approved by the Board of Directors.

At this point a 9-minute video presentation describing the Company’s Operating Performance

for year 2009 was shown on the electronic screens.

After the video presentation, the Chairman invited questions or comments from the

shareholders.

A summary of the questions and answers follows:

Mr. Patigarn Mahakthanarak - Shareholder:

• At present, what is the market share of the Company and what is the margins of retails business?

The Chairman responded that as shown in video presentation, our market share in 2009 was

17%, which was an improvement from the year 2008, resulting in the Company being the 2nd

largest retailer in Thailand. In terms of scale of our business, we have 540 sites around the

country and average 200,000 customers a day visiting our sites. In respect of margins, the

Company does not separately break out the margin for our retail business. The Company looks

at its business in an integrated manner between refining, marketing, chemical and our lubricant

business. The Company continually strives to improve the business, including retail sites, and

to improve earnings. The Company will continue to work hard to improve our business

operations, including the retail business.

Mr. Jiraphan Buabucha - Shareholder

• Provide more clarifications about risk insurance in the Company’s business, e.g. why there is no business interrup-tion insurance as referred to in Page 9 of the 2009 Annual Report of the Company?

The Chairman responded that the Company is of the opinion that that was the right decision for

its interests. Managing risk is an essential aspect of managing the Company’s business. The

Company has an extensive risk management system. Our risk processes are very well

developed and have been sustained over a long period of time. However, there can never be a

100% guarantee.

An unidentified person – Shareholder

• With regard to the Company’s 2009 financial statements, why were there bank overdrafts amounting to Baht 48,164,000 as referred to in page 76 of the 2009 Annual Report ?

Khun Chai, Controller who had been assigned by the Chairman, explained that the Company

has several bank accounts. We realize that bank overdrafts will have high interest, and

consider carefully the way to manage the financial arrangements. However, it is necessary for

Enclosure No. 1


the Company in certain cases to have bank overdrafts. In addition, the cash at bank and on

hand of year-end 2009 was higher than last year because a cheque received from a customer

dated 31 December 2009 could not be cleared immediately and so is accounted as part of cash

at bank and on hand.

Ms. Uraiwan Sakulmanitthana - Shareholder

• How will the Company manage the cost of sales to ensure profitability?

The Chairman responded that as shown in video presentation, many of our business strategies

are focused on improving revenues, reducing our costs or reducing cost of raw materials that

the Company purchased. The Company is of the view that all the business strategies together

focus on improving the overall results of the Company’s business and maintaining its

profitability.

An unidentified person - Shareholder

• What would be the optimum run of the refinery?

The Chairman responded that generally it is the ongoing optimization decision that the

Company makes on a day by day basis with planning information on margins, demand,

crude availability, etc. The optimum run for the Company at the refinery last year was

based on prevailing demand and prevailing economics.

As there were no further questions, the Chairman proposed that the Report of the Board of Directors and the Company’s 2009 Annual Report regarding the Company’s business operation be acknowledged, and the Balance Sheet and Profit and Loss Account for the fiscal year ended December 31, 2009 including the report of the auditor be approved. He advised that the vote required for this agenda item was a simple majority vote of the shareholders entitled to vote.

Resolution: The Meeting had considered and by a majority vote of the shareholders acknowledged the

Report of the Board of Directors and the Company’s 2009 Annual Report regarding the

Company’s business operation and approved the Balance Sheet and Profit and Loss Account

for the fiscal year ended December 31, 2009 including the report of the auditor, with the

following votes:

Acknowledged and approved: 2,773,321,664 votes or 99.9876 %

Not acknowledged and disapproved: 10,027 votes or 0.0004 %

Abstained: 334,000 votes or 0.0120 %

Total: 2,773,665,691 votes or 100 %


Agenda Item 3: To consider and approve the allocation of profit and dividend payments

The Chairman advised the Meeting that the Company had already made interim dividend

payments totaling Baht 0.25 (Twenty five satangs) per share to all eligible shareholders of the

Company on September 28, 2009. Given the net profit for year 2009, the Board had opined that

the shareholders should approve payment of an additional dividend for 2009 at Baht 0.25

(Twenty five satangs). He invited Khun Phantipa to elaborate on this in Thai.

With respect to the allocation of profit, Khun Phantipa advised the Meeting that for the full 2009

year, the Company had a net profit of Baht 4,451 million (Four Thousand Four Hundred Fifty

Enclosure No. 1


One Million Baht). Pursuant to Section 116 of the Public Limited Company Act and clause 43 of

the AOA, the Company should make an allocation of profit for reserve not less than 5% of the

net annual profits until such reserve reaches an amount of not less than 10% of the registered

capital. The Board therefore had proposed the shareholders at the Meeting to approve year

2009 allocation of profit in the amount of Baht 205,013,549 (Two Hundred Five Million Thirteen

Thousand Five Hundred and Forty Nine Baht).

With respect to the dividend payments, Khun Phantipa advised the Meeting that the dividend

policy previously adopted by the Board of Directors was to recommend to shareholders a

dividend of not less than 40% of net profits after deduction of all specified reserves, subject to

the Company’s investment plans, applicable laws, contingencies and other relevant

considerations.

At this point, the following table describing details of dividend payments was shown on the

screen:

Details Y2009 Y2008

Net Profits (Million Baht) 4,451 (6,864)

Net Profits per share (Baht per share) 1.29 (1.98)

Interim dividend 0.25 0.50

Additional dividend 0.25 -

Total dividend per share (Baht per share) 0.50 0.50

Total dividend (Million Baht) 1,730 1,730

Payout ratio (percentage) 39% >100%

Payout ratio after deduction of legal reserve (percentage) 41% >100%

Khun Phantipa advised the Meeting that from the 2009 net profit of Baht 4,451 million, the

Company had a net profit of Baht 1.29 per share and made an interim dividend payment of Baht

0.25 per share on September 28, 2009. The Board of Directors had recommended that the

shareholders approve additional dividend payment of Baht 0.25 per share resulting in total 2009

dividend payment of Baht 0.50 per share. The proposed aggregate additional dividend payment

amount would be baht 865,214,500 (Eight Hundred Sixty Five Million Two Hundred Fourteen

Thousand and Five Hundred Baht). If the proposed additional dividend is approved, with an

approximate 3,461 million shares, the total 2009 dividend payment would be around Baht 1,730

million, equaling to 39% of the net profits.

The last row of the table shows the details of the payout ratio after the deduction of a legal

reserve. The total 2009 dividend payment equals 41% of the net profits after deduction of a

legal reserve of 205 million Baht consistent with the dividend policy of the Company, which

provides that the dividend payment shall not be less than 40% of the net profits after deduction

of all specified reserves.

For the proposed additional dividend payment, the Board of Directors had set the Record Date

for ascertaining entitlement to an additional dividend on May 7, 2010 and the share register

book closing date for collecting the names of the shareholders pursuant to the Securities and

Exchange Act section 225 on May 10, 2010. The proposed dividend payment date would be

May 26, 2010.

The Chairman then invited questions or comments from the shareholders.

Enclosure No. 1


A summary of the questions and answers are as follows:


• He mentioned that upon reviewing the 2009 Annual Report, it was found that the Company’s profit is subject to refining margins. Every time such refining margins are increased, the Company then shall have profits. Based on the 2009 Balance Sheet, the Company had profits in the 1st and the 2nd quarters but it incurred loss in the 3rd and the 4th quarters, respectively. He then would like to know about the Company’s business strategy and how to manage the Company’s businesses to ensure profitability.

The Chairman responded that the refining margins are key factor to the Company’s financial

performance. The fluctuations of refining margins were not just a Thailand effect but across the

refining industry in Thailand, regionally and globally. The refining margins were extremely low in

the second half of last year due to demand and supply in the market. Also, in the past two

years, fluctuations in crude prices had impacted refining margins due to stock impacts. Gener-

ally, these fluctuations create stock gains when crude prices rise and stock losses when crude

prices decline. In 2009, crude prices increased resulting in stock gains, which helped refining

margins. In total, refining margins were much stronger in 2009 than 2008. The Company’s

business strategy was as shown in the video presentation.


• He mentioned that there were many factors to determine the Company’s profit, but we certainly knew that the Company’s market share now was at the rate of 17%. He would like more clarification about the management policy and how will the Company manage the cost of sales to ensure profitability?

The Chairman responded that the main factors to determine the Company’s profit would be

competition in world markets, fluctuations in crude prices, and demand and supply in the

market. Based on the Chairman’s 25-year experience in the business, fluctuations of profit in

this business should also be subject to factors the Company cannot control as mentioned. The

business strategy of the Company was as highlighted in video presentation. The Company tried

to save costs and expenses and to improve its business operations, e.g. safety policy, using

high technology, Knowhow from ExxonMobil, etc., to enable the Company to have the best

business results in this situation.

As there were no further questions, the Chairman proposed that the shareholders should approve the proposed allocation of profit and dividend payment. He advised that the vote required for this agenda item was a simple majority vote of the shareholders entitled to vote.

Resolution: The Meeting had considered and by a majority vote of the shareholders approved (i) the

allocation for a legal reserve under Section 116 of the Public Limited Company Act in the

amount of Baht 205,013,549, and (ii) the payment of an additional dividend of Baht 0.25 per

share on May 26, 2010 to all eligible shareholders whose names appear in the register of

shareholders on the Record Date with the following votes:

Approved: 2,773,491,664 votes or 99.9937 %

Not acknowledged: 65,027 votes or 0.0023 %


Total: 2,773,665,791 votes or 100 %


Enclosure No. 1


Agenda Item 4: To consider and approve the election of directors in place of those retiring by rotation

The Chairman advised the Meeting that the Board had recommended that the four existing

directors who were retiring by rotation and who were proposed for re-election at the 2010

Annual General Meeting of Shareholders be re-elected. He invited Khun Phantipa to elaborate

on the agenda item and on the four directors nominated for re-election in Thai.

Khun Phantipa advised the Meeting that Section 71 of the Public Limited Companies Act and

Articles 15 and 16 of the AOA provide that at every Annual General Meeting of Shareholders,

one-third of directors should retire and that these directors were eligible for re-election. At the

2010 AGM, four existing directors were scheduled to retire.

From December 8, 2009 to February 12, 2010, the Company had invited shareholders to

nominate candidates for election as directors at the 2010 AGM but none were received.

As the four retiring directors namely Mr. Sompop Amatayakul Independent Director, Mr. Smit

Tiemprasert Independent Director, Ms. Wattanee Phanachet Independent Director, and Mr.

Wattana Chantarasorn Director, were duly qualified in accordance with the provisions of the

Public Limited Company Act, and were knowledgeable and experienced in the matters relating

to the Company’s business, the Board of Directors was of the opinion that the four retiring

directors should be re-elected. The CV these retiring directors were distributed to the

shareholders as attached to Notice of this Meeting in Enclosure No. 3.

She noted that for this agenda, the shareholders were requested to vote for each director

separately. The resolution of each director required was a simple majority vote of the

shareholders entitled to vote. The ushers would collect the ballots from the shareholders after

the election of the fourth director.

4.1 The Chairman advised the Meeting that the first retiring director proposed for the re-election was Mr. Sompop Amatayakul. His CV was sent to all shareholders together with the Notice of this Meeting and he met all the qualifications for an independent director.


The Chairman then proposed that the shareholders should approve the re-election of Mr.

Sompop Amatayakul.

Resolution: The Meeting had considered and by a majority vote of the shareholders approved the

re-election of Mr. Sompop Amatayakul as the Company’s director with the following votes:


Disapproved: 53,658,822 votes or 1.9346 %


Total: 2,773,665,791 votes or 100 %


4.2 The Chairman advised the Meeting that the second director proposed for the re-election was Mr. Smit Tiemprasert. His CV was sent to all shareholders together with the Notice of this Meeting and he met all the qualifications for an independent director.


The Chairman then proposed that the shareholders should approve the re-election of Mr. Smit

Tiemprasert.

Enclosure No. 1



re-election of Mr. Smit Tiemprasert as the Company’s director with the following votes:




Total: 2,773,665,791 votes or 100 %


4.3 The Chairman advised the Meeting that the third director proposed for re-election was Mrs. Wattanee Phana-chet. Her CV was sent to all shareholders together with the Notice of this Meeting and she met all the qualifica-tions for an independent director.


He then proposed that the shareholders should approve the re-election of Mrs. Wattanee

Phanachet.


re-election of Ms. Wattanee Phanachet as the Company’s director with the following votes:




Total: 2,773,665,791 votes or 100 %


4.4 The Chairman advised the Meeting that the fourth director proposed for re-election is Mr. Wattana Chantara-sorn. His CV was sent to all shareholders together with the meeting notice and he was duly qualified to be a director of the Company.

The Chairman then invited questions or comments from shareholders and there were none. He

then proposed that the shareholders should approve the re-election of Mr. Wattana

Chantarasorn.


re-election of Mr. Wattana Chantarasorn as the Company’s director with the following votes:




Total: 2,773,665,791 votes or 100 %


Agenda Item 5: To consider and approve Director’s remuneration

The Chairman advised the Meeting that the Board of Directors had recommended that the

remuneration of directors should be in line with the past practice. He then invited Khun

Phantipa to elaborate on this agenda item in Thai.

Enclosure No. 1


Khun Phantipa advised that after taking into account all appropriate factors including market

compensation levels for directors, the Board of Directors had proposed that the shareholders

approved the remuneration of directors in line with past practice as follows:

Position Monthly Remuneration (Baht)

a) Directors who receive separate compensation from the Company or its affiliates for any type of full-time service/s rendered

None

b) Directors who are NOT members of the Audit Committee

133,334*

c) Directors who are also members of the Audit Committee

166,667*

* same as the remuneration paid in 2009 and there is no increase.

The Chairman then invited questions or comments from shareholders.

A summary of the questions and answers are as follows:

An unidentified person

• He asked for clarification whether directors other than outside directors, including audit committee members, do not receive any directors’ fee and requested that the remuneration of executives be disclosed.

The Chairman clarified that the directors who were full time employees of the Company or

affiliates received a separate salary, but receive no additional compensation for being directors.

Such remunerations are disclosed in the 2009 Annual Report.

An unidentified person

• She asked to know whether the figure disclosed in the financial statement includes other compensation and benefits received by directors from the Company.

The Chairman advised that the total compensation for directors and executives disclosed in the

2009 Annual Report included all benefits, which directors and executives received from the

Company.

As there were no further questions, the Chairman then proposed that the shareholders should approve the proposed Director’s remuneration. He advised that under the Public Limited Companies Act, the vote required for this agenda item was not less than two-thirds of the total votes of the shareholders attending the Meeting.

Resolution: The Meeting had considered and by a vote of not less than two-thirds of shareholders attending

the meeting approved the remuneration of directors in line with the past practice, with the

following votes:




Total: 2,773,737,691 votes or 100 %


Enclosure No. 1


Agenda Item 6: To consider and approve the appointment of the Company’s auditors and their

remuneration

The Chairman advised the Meeting that the Board had recommended the appointment of Ms.

Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi Charoenthaveesubn, C.P.A.

(Thailand) No. 3044, and Ms. Unakorn Phruithithada, C.P.A. (Thailand) No. 3257, of Pricewater-

houseCoopers ABAS Ltd as the Company’s auditors for the fiscal year ending as of December

31, 2010, and that they be paid the same remuneration as last year. He then invited Khun

Phantipa to elaborate on this agenda item in Thai.

Khun Phantipa elaborated that section 120 of the Public Limited Companies Act and Articles 39

and 49 of the AOA, require that the appointment of the Company’s auditors and their

remuneration be approved by the Shareholders.

She noted that as the previous auditor has conducted the review or audited and rendered

relevant opinions in the financial statements of the Company for five consecutive years, the

Company is required to change its auditor in accordance with the requirement of the Capital

Market Supervisory Board. She noted that the Board of Directors, with the concurrence of the

Audit Committee, had recommended that the shareholders approve the appointment of Ms.

Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi Charoenthaveesubn, C.P.A.

(Thailand) No. 3044, and Ms. Unakorn Phruithithada, respectively, of PricewaterhouseCoopers

ABAS Ltd, as the Company’s auditors for the fiscal year ending as of December 31, 2010 and

authorize any of them to conduct the appropriate audits and to render relevant opinions in the

Company’s financial statements.

She also noted that the proposed auditing firm and each of auditors has no conflict of interest

with the Company, the management of the Company, its majority shareholders or related

persons of the said persons.

She advised that the proposed auditors be paid a fixed remuneration of Baht 4,300,000 (same

as last year).

The Chairman then invited questions or comments from shareholders.

A summary of the questions and answers was as follows:

Khun Surapol Inkam – shareholder

• He mentioned that the Board of Directors should re-consider the remuneration of the audit fee as it was a high amount, upon considering the Company’s profit of Baht 4,000 million Baht.

The Chairman responded that the Company normally considered every cost and expense

carefully and the said remuneration was the same rate as last year which had been reviewed by

the Audit Committee. An unidentified person

• She mentioned that the proposed audit fee was a high amount, compared with the other similar sized listed companies. She then asked the Chairman if it was necessary to use services of this audit firm?

The Chairman responded that as previously advised the Company considered every cost and

expense carefully and was of the opinion that the proposed remuneration was appropriate.

Enclosure No. 1


As there were no further questions, the Chairman proposed that the shareholders approve the appointment of the aforementioned auditors and their remuneration as proposed. He advised that for this agenda item the vote required was a simple majority of shareholders entitled to vote.


appointment of Ms. Nattaporn Phan-Udom, C.P.A. (Thailand) No. 3430, Ms. Nangnoi

Charoenthaveesubn, C.P.A. (Thailand) No. 3044, and Ms. Unakorn Phruithithada C.P.A.

(Thailand) No. 3430, all of PricewaterhouseCoopers ABAS Ltd, as the Company’s auditors and

authorized each of them to conduct the appropriate audits and to render relevant opinions in the

Company’s financial statements for year 2010, at a fixed total remuneration of Baht 4,300,000,

with the following votes:


Disapproved: 298,127 votes or 0.0107 %

Abstained: 3,648,500 votes or 0.1315 %

Total: 2,773,737,691 votes or 100 %


Agenda Item 7: To consider other businesses (if any)

As there was no other business to be conducted, the Chairman then invited the final questions

or comments from the shareholders.

Various comments were offered with respect to certain improvements of the Company’s service

stations and the absence of gifts for shareholders attending the meeting.

The Chairman thanked all for their comments and said the Company would take the comments

under consideration.

Upon completion of the discussion, the Chairman thanked all shareholders for their attendance

at the 2010 AGM and their continuing support for the Company and closed the Meeting.

The meeting adjourned at 16.30 hours.

Signed by : Robert Michael Cooper

...........................................................

Chairman of the Meeting

(Mr. Robert Michael Cooper)

Signed by: Angsna Pirentorn

........................................................

Corporate Secretary

(Mrs. Angsna Pirentorn)

Enclosure No. 1


Enclosure No. 3

Mr. Robert Michael Cooper

Director and Chairman of the Board of Directors

Age: 49 years old

Education : BA/Business, University of Northumbria, UK

Experience : 2006 – 2009 : Manager Investor Relations, Exxon Mobil Corporation, USA 2005 – 2006 : Upstream General Auditor, ExxonMobil, USA 2001 – 2005 : Manager Financial Reporting and Analysis ExxonMobil, USA

Record of violation of law : None

Shareholding in the Company : None

Director Development Training : Director Accreditation Program (DAP); Offered by the Thai Institute of Directors Association (IOD)

Family relationship with Executives : Noneof the Company

Attendance of Board Meeting in year 2010 : 6/6

Directorship/Management : Nonein other listed company

Directorship/Management : ExxonMobil Limited, in non-listed company Chairman and Managing Director Mobil Enterprises (Thailand) Limited, Chairman and Managing Director

Directorship/Management in Business : Nonewith potential conflict of interest

Number of Directorship Term : 1 termIn the Company


Enclosure No. 3

Mr. Mongkolnimit Auacherdkul

Director and Member of Performance Evaluation Committee

Age: 53 years old

Education : M.Sc in Mechanical Engineering University of Cincinnati, USA

Experience : 2006 – 2009 : Public Affairs Manager, ExxonMobil Limited 2003 – 2005 : Refinery Coordination Manager, Esso (Thailand) Public Company Limited







Directorship/Management : Nonein non-listed company


Number of Directorship Term : 2 termsIn the Company


Enclosure No. 3

Mr. Mark Ell Northcutt

Director

Age: 48 years old

Education : B.Sc in Chemical Engineering, Texas Tech University, USA

Experience : 2006 – 2008 : Project & Planning Executive Refining, ExxonMobil Refining & Supply Company, USA 2004 – 2006 : Manager Global Manufacturing, ExxonMobil Lubricants & Specialties Company, USA 2001 – 2004 : Manager Process, Baton Rouge Refinery, ExxonMobil Refining & Supply Company, USA







Directorship/Management : None in non-listed company


Number of Directorship Term : 1 termIn the Company


Enclosure No. 3

Mr. Adisak Jangkamolkilchai

Director

Age: 47 years old

Education : Ph.D in Chemical Engineering University of Tulsa, USA

Experience : 2005 – 2006 : Process Department Manager, Baytown Refinery, ExxonMobil Refining & Supply Company, USA 2003 – 2005 : Technical Department Manager, Baytown Refinery, ExxonMobil Refining & Supply Company, USA 2001 – 2003 : Asia Pacific Refining Optimization Advisor, ExxonMobil Refining & Supply Company, USA







Directorship/Management : Nonein non-listed company


Number of Directorship Term : 2 termsIn the Company


Rules for registration, proxy and attending the Shareholders’ Meeting

Registration

Shareholders or proxies may register for the meeting at The Imperial Queen’s Park Hotel at Queen’s Park 3, 2nd Floor, starting from 13.00 hours on Thursday, April 28, 2011.

Attendance of Meeting in Person

• Submit a signed and completed Registration Form

• Present original identification card, government official identification card or passport (in case of foreign shareholders) for registration

• In the event of change of name - last name, evidence certifying such change must also be presented.

Appointment of Proxy

• Each shareholder is permitted to grant only one proxy authorizing attendance and voting at the meeting. Shareholders are not permitted to allocate voting right amongst multiple proxy holders.

• The Company has prepared and sent 3 types of proxy forms to the shareholders along with an invitation notice for the shareholders’ meeting (Enclosure No. 5). The shareholders may select for usage either one of the proxy forms as appropriate and affix a stamp duty of Baht 20, crossed and dated appropriately to validate it in accordance with the law. The Company recommends proxy form B specifying your voting intention in each agenda.

• In order to enable the Company to prepare for the meeting properly, shareholders are encouraged to submit duly completed and signed proxy forms in accordance with the below rules along with all supporting documents to the Company Secretary at the Company’s address at least 1 day prior to the meeting date so that the Company has sufficient time to verify the documents.

Supporting Documents for the Appointment of Proxy

In case of individual grantor The grantor must submit and the proxy must present the following documents:

• Form of proxy signed by the grantor.

• Copy of grantor identification card, government official identification card or passport (in case of foreign appointer) which must be certified true and correct by the grantor.

• The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration.

In case of juristic person grantor The grantor must submit and the proxy must present the following documents:

• Form of proxy signed by a person authorized to sign to bind the juristic person according to its Affidavit, with the seal of the juristic person affixed (if any).

• In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).

• In case the grantor is a juristic person registered abroad, please submit a copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no longer than 3 months.

• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the juristic person which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).

Enclosure No. 4


Enclosure No. 4

• For a foreign juristic person, if an original of any document is not in the English language, the English translation thereof must be prepared and attached. Such translation must also be certified true and correct by a person authorized to sign to bind the juristic person.


In case grantor is custodian that the Company’s shares are deposited with and such custodian is taking care of the Company’s shares for the foreign investor whose name appears in the register book, and custodian appoints the proxy to attend the meeting with Proxy Form C. The grantor must submit and the proxy must present the following documents:

• Power of Attorney from the shareholder who is a foreign investor authorizes the custodian to execute the proxy on his/her behalf together with the identification of the foreign investor whose name appears in the register book as follows:

- a copy of the constitutional document issued by competent authority in the country where the juristic

person is located, and certified by a notary public or other competent authority for no longer than 3

months

- Copy of passport of authorized person(s) of such foreign investor which must be certified true and

correct by the owner of passport.

• Confirmation letter showing that signatory of the Proxy is authorized to operate custodian business.

• Form of proxy signed by a person authorized to sign to bind the custodian according to its Affidavit, with the seal of the juristic person affixed (if any).

• Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).

• Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the custodian, which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).

• If any of the aforementioned documents is not in the English language, the English translation thereof must be prepared and attached. The translation must also be certified true and correct by a person referring to such document or a person authorized to act on behalf of such person.


Esso (Thailand) Public Company Limited reserves the right to permit only those who have, in its view, submitted completed and correct documents to attend the meeting.


Explanation regarding Proxy Forms for the Shareholders’ Meeting

Reference is made to the Notice of Department of Business Development Re: Prescription of Proxy Form (No. 5) B.E. 2550, dated 2 February 2007, specifying three types of proxy forms for use in meetings of shareholders of public limited companies as follows:-

Form A General proxy, which allows the Proxy to vote freely on behalf of the Grantor.

Form B Proxy that specifies various particulars for authorization and which contains clear and

concise details thereof and requires the Proxy to vote in the manner pre-selected by the

Grantor.

Form C Specific proxy for used by foreign shareholders who appoint a custodian in Thailand to act

as custodian of shares.

If any shareholder is unable to attend the meeting, such shareholder may appoint another person or any one of the following persons to act as proxy to attend and vote on their behalf and to form the quorum of the meeting in compliance with the Articles of Association of the Company:

Dr. Kurujit Nakornthap Independent Director

Mr. Sompop Amatayakul Independent Director and Chairman of Audit Committee

Mr. Smit Tiemprasert Independent Director and Member of Audit Committee

Mrs. Wattanee Phanachet Independent Director and Member of Audit Committee

Please select the appropriate form and sign your name as the Grantor, and clearly specify the proxy’s name, affix duty stamp of Baht 20, and return the same together with the supporting documents for the appointment of Proxy as stipulated in Rules for registration, proxy and attending the Shareholders’ Meeting (Enclosure No. 4) to the Company Secretary at the Company’s address prior to the meeting. Thank you for your cooperation.

Brief Profile of Independent Directors acting on Proxies for Shareholders

1. Name-Surname : Dr. Kurujit Nakornthap

Age : 55 years old

Address : Esso (Thailand) Public Company Limited

3195/17-29 Rama IV Road, Klong Ton,

Klong Toey, Bangkok 10110

Position : Independent Director

Remark : Has no conflict of interest in any agenda item

2. Name-Surname : Mr. Sompop Amatayakul

Age : 70 years old




Position : Independent Director and Chairman of Audit Committee


Enclosure No. 5


3. Name-Surname : Mr. Smit Tiemprasert

Age : 71 years old




Position : Independent Director and Member of Audit Committee


4. Name-Surname : Mrs. Wattanee Phanachet

Age : 73 years old




Position : Independent Director and Member of Audit Committee


Enclosure No. 5



Enclosure No. 5

Proxy Form (Form A)

Written at

Date

(1) I/We Nationality

Residing at house No. Road Tambol/Kwaeng

Amphur/Khet Province Post code

(2) Being a shareholder of

holding the total amount of shares and have the rights to vote equal to votes as follows:

Ordinary share shares and have the rights to vote equal to votes

Preferred share shares and have the rights to vote equal to votes

(3) Hereby appoint:

(1) Age years


Amphur/Khet Province Post code , or

(2) Age years



(3) Age years



Independent Directors Dr. Kurujit Nakornthap Mr. Sompop Amatayakul

Mr. Smit Tiemprasert Mrs. Wattanee Phanachet

Any one of them as my/our proxy to attend the Meeting and to cast vote on my/our behalf at the 2011 Annual

General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s Park Hotel at Grand Hall,

2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and place as may be postponed

or changed.

Any act performed by the Proxy at the Meeting shall be deemed as such acts had been done by myself/ourselves

in all respects.

Signed Grantor

( )

Signed Proxy Signed Proxy

( ) ( )

Signed Proxy Signed Proxy

( ) ( )

Notes:

(1) The shareholder shall appoint only one proxy to attend and vote at the Meeting and shall not allocate the number of shares to several proxies to cast vote separately.

(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.

Esso (Thailand) Public Company Limited

Please affixStamp dutyof Baht 20



Enclosure No. 5

Proxy Form (Form B)

Written at

Date




(2) Being a shareholder of




(3) Hereby appoint:

(1) Age years



(2) Age years



(3) Age years








or changed.

(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:

Agenda 1 To certify the Minutes of the 2010 Annual General Meeting of Shareholders

(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all

respects as deemed appropriate.

(b) The proxy must cast the votes according to my/our intention as follows:

Approve Disapprove Abstain

Agenda 2 To acknowledge the report of the Board of Directors regarding business operations during the

past year including the annual report proposed to the meeting and approve the balance sheet

and profit and loss account including the report of the auditor








Agenda 3 To consider and approve the allocation of profit and dividend payments





Agenda 4 To consider and approve the election of directors in place of those retiring by rotation




Appointment of all the directors


Appointment of individual director

Name of Director


Name of Director


Name of Director


Name of Director


Agenda 5 To consider and approve Director’s remuneration





Agenda 6 To consider and approve the appointment of the Company’s auditors and their remuneration





Agenda 7 To consider other business (if any)








Mr. Adisak Jangkamolkulchai

Enclosure No. 5


(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not

my/our voting as a shareholder.

(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting

considers or passes resolutions in any matters apart from those agendum specified above, including in case there is any

amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on my/our behalf in all



in all respects.

Signed Grantor

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Notes:


(2) The supporting documents for the appointment of proxy as listed in the rules for registration, proxy and attending the Shareholders’ Meeting, enclosure no. 4, must be enclosed.

(3) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.

(4) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form (Form B).

Enclosure No. 5


Attachment to Proxy Form (Form B)

The proxy of the shareholder of

At the 2011 Annual General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s

Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and

place as may be postponed or changed.

Agenda No. Subject





Agenda No. Subject





Agenda No. Subject

(a) The proxy shall have the right to consider and cast the votes on my/our behalf in all respects

as deemed appropriate.



Agenda No. Subject

Name of Director


Name of Director


Name of Director


Name of Director


Name of Director



4 To consider and approve the election of directors

in place of those retiring by rotation

Enclosure No. 5


Enclosure No. 5

Proxy Form (Form C)(For foreign shareholders appointing custodian in Thailand)

Written at

Date




Acting as a Custodian for

Being a shareholder of




(2) Hereby appoint:

(1) Age years



(2) Age years



(3) Age years








or changed.

(3) I/We would like to grant proxy holder to attend and vote in the Meeting as follows:

Grant proxy the total amount of shares to have the rights to vote

Grant partial shares of


Preference share shares and have the rights to vote equal to votes

Total amount of shares to have the rights to vote equal to votes

(4) I/We hereby appoint the proxy to cast vote on my/our behalf at this Meeting as follows:

Agenda 1 To certify the Minutes of the 2010 Annual General Meeting of Shareholders




Approve votes Disapprove votes Abstain votes




Agenda 2 To acknowledge the report of the Board of Directors regarding business operations during the

past year including the annual report proposed to the meeting and approve the balance sheet

and profit and loss account including the report of the auditor





Agenda 3 To consider and approve the allocation of profit and dividend payments





Agenda 4 To consider and approve the election of directors in place of those retiring by rotation




Appointment of all the directors


Appointment of individual director

Name of Director


Name of Director


Name of Director


Name of Director


Agenda 5 To consider and approve director’s remuneration





Agenda 6 To consider and approve the appointment of the Company’s auditors and their remuneration





Agenda 7 To consider other business (if any)








Mr. Adisak Jangkamolkulchai

Enclosure No. 5


(5) Voting of the Proxy in any agenda that is not as specific in this Proxy shall be considered as invalid and not

my/our voting as a shareholder.

(6) In case I/we have not specified a voting intention in any agenda or not clearly specified or in case the Meeting

considers or passes resolutions in any matters apart from those agendum specified above, including in case there is any

amendment or addition of any fact, the Proxy shall have the right to consider and cast the votes on my/our behalf in all



in all respects.

Signed Grantor

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Signed Proxy

( )

Notes:

(1) The Proxy Form C is used only in case where foreign shareholders as registered in the share register who have custodian in Thailand. (English version is for reference. Please fill in Proxy Form C in Thai version only.)

(2) Evidences to be enclosed with the proxy form are:

(2.1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder together with the following documents:

(a) copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no longer than 3 months

(b) copy of passport of authorized person(s) of such foreign investor which must be certified true and correct by the owner of passport.

(2.2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian.

(2.3) Copy of Affidavit issued by the Ministry of Commerce with a validity date no later than 2 months prior to the date of the shareholder meeting, certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).

(2.4) Copy of identification card, government official identification card or passport (in case of foreign appointer) of authorized person(s) of the custodian, which must be certified true and correct by the owner of the identification card, government official identification card or passport (as the case may be).


(4) For the election of directors, it is applicable to elect either director as a whole or elect each director individually.

(5) In case there is any other agenda to be considered in addition to those specified above, the grantor can specify such agenda in the Attachment to Proxy Form (Form C).

Enclosure No. 5


Attachment to Proxy Form (Form C)

The proxy of the shareholder of

At the 2011 Annual General Meeting of Shareholders on 28 April 2011, at 14.00 hours, at The Imperial Queen’s

Park Hotel at Grand Hall, 2nd Floor, No. 199, Sukhumvit Soi 22, Sukhumvit Road, Bangkok or any other date, time and

place as may be postponed or changed.

Agenda No. Subject





Agenda No. Subject





Agenda No. Subject





Agenda No. Subject

Name of Director


Name of Director


Name of Director


Name of Director


Name of Director


Enclosure No. 5


4 To consider and approve the election of directors in place of those

retiring by rotation


Enclosure No. 5

Articles of Association of the Company relating to Shareholders’ Meeting

Chapter 5

Directors and Meeting of the Board of Directors

14) Unless otherwise prescribed in Articles 19, directors must be elected at a meeting of shareholders in accordance

with the following rules and procedures:

(a) in election of each director, each shareholder will have vote(s) equal to the number of share(s) held by him;

(b) each shareholder may vote all of his shares in the exercise of the right he has under paragraph (a) to elect

each of the candidates of his choice as a director but he cannot split his shares and cast his split votes in

favour of two or more candidates to one directorship;

(c) the candidates will be appointed as directors in order descending from the highest to the lowest number of

votes received until all of director positions required at such time are filled. Where the votes cast for

candidates in descending order are tied, which would otherwise cause the number of directors to be

exceeded, in case the chairman is also the Company’s shareholder, the chairman of the meeting shall

have a casting vote, or, in case the chairman is not the Company’s shareholder, the decision shall be

made by drawing lot.

15) At every annual general meeting, one-third of the directors shall retire. If the number of directors is not a multiple of

three, then the number of directors closest to one-third shall retire.

16) A director who retires from his office may be re-elected.

27) Directors are entitled to remuneration, allowances and fringe benefits from the Company in the form of emolument,

bonus, or other similar entitlements and per diem as prescribed by the Board of Directors which may set an exact

amount or a guideline and may prescribe it for certain or indefinite periods of time until it is changed.

The provisions stated in paragraph one will not affect the right of the Company’s staff or employees who are

appointed to be the directors with respect to their entitlement of any compensation and benefit as the Company’s

staff or employees.


Chapter 6

Shareholders’ Meeting

31) The Board of Directors must arrange for an annual general meeting of the shareholders to be held within four

months from the last day of the Company’s fiscal year at the place where the head office of the Company is located,

nearby province or any place which the chairman of the board deems appropriate.

34) In calling a shareholders’ meeting, the Board of Directors must proceed as follows:

(a) prepare a notice stating the place, date, time and agenda of the meeting and matters to be proposed to the

meeting together with reasonable details by indicating clearly whether it is the matter proposed for

acknowledgement, for approval or for consideration, including the opinion of the Board of Directors for

such matters; and

(b) deliver the above notice to the shareholders at least 7 days prior to the date of the meeting; and

(c) publish the above notice in a newspaper for 3 consecutive days at least 3 days prior to the date of the

meeting.

35) In order to constitute a quorum, there must be at least 25 shareholders and proxies (if any) attending at a share-

holders’ meeting; or at least one half (1/2) of the total number of shareholder; and in either case, such shareholders

must hold not less than one-third of the total number of the Company’s shares issued and sold.

At any shareholders’ meeting, if one hour has passed since the time specified for the meeting and the number of

shareholders attending is still inadequate for a quorum as defined in the first paragraph of Article 35, and:

(a) if such shareholder’s meeting is called by the request of the shareholders, such meeting will be cancelled;

(b) if such shareholder’s meeting is not called by the request of the shareholders, the Board of Directors must

call for another meeting by sending a notice to the shareholders at least 7 days prior to the date of the

meeting. The notice is not required to be published in a newspaper. At the subsequent meeting, a

quorum prescribed in the first paragraph of Article 35 is not required.

36) The Chairman has a duty to conduct the meeting in compliance with the articles of association of the Company

relating to shareholders’ meeting and to follow the sequence of the agenda specified in the notice unless the

meeting resolves to change the sequence of the agenda items specified in the notice by a vote of not less than

two-third of the number of shareholders or proxies (if any) present at the meeting.

If the meeting concludes its consideration of the matter referred to in the first paragraph, the Shareholders or their

proxies (if any) holding an aggregate of not less than one-third of the total number of shares issued and sold may

request the meeting to consider matters other than those which are indicated in the notice.

If the meeting has not concluded its consideration of the matter according to the sequence of the agenda referred to

in the first paragraph nor the matter raised by the shareholders under the second paragraph and it is necessary to

postpone the consideration of the meeting, the meeting shall then determine the place, date and time for the next

meeting and require the board of directors to send a notice stating the place, date, time and the agenda of the

meeting to the shareholders at least 7 days prior to the date of the meeting. The notice must be published in a

newspaper for 3 consecutive days at least 3 days prior to the date of the meeting.

Enclosure No. 6


37) A resolution of the shareholders’ meeting shall require:

(a) in an ordinary event, the majority vote of shareholder or proxies (if any) who attend the meeting and are

entitled to vote; where one share will be counted as one vote. In case of a tied vote, the chairman of the

meeting will have a casting vote.

(b) in the following events, a vote of not less than three quarters of the total number of votes of the

shareholders and proxies (if any) who attend the meeting and are entitled to vote; where one share will be

counted as one vote:

(1) sale or transfer of the whole or certain substantial parts of the Company’s business to other person;

(2) purchase or acceptance of a transfer of business of other companies or private companies;

(3) making, amending or terminating of contract concerning the granting of a lease of the whole or certain

substantial parts of the Company’s business;

(4) authorization of another person to manage the Company’s business; or amalgamation of the business

with other persons for sharing profit and loss;

(5) amendment, modification or addition to the memorandum or articles of association of the Company;

(6) increase or decrease of capital;

(7) issuance of debentures;

(8) amalgamation; or

(9) dissolution

38) A secret vote at a shareholders’ meeting may be made upon a request by at least five shareholders and a resolution

passed by the shareholders’ meeting by a majority vote of the shareholders and proxies (if any) who attend the

meeting and are entitled to vote where one share shall be counted as one vote.

39) At annual general meeting should transact the following businesses:

(a) to acknowledge the report of the Board of Directors proposed to the meeting regarding business operation

during the past year including its annual report;

(b) to consider and approve the balance sheet and profit and loss accounts including an audit report of the

auditor;

(c) to allocate profit and declare dividend;

(d) to appoint directors replacing directors retiring by rotation;

(e) to appoint an auditor; and

(f) to consider other business.

Enclosure No. 6



Enclosure No. 7

Form to request a hard copy of the Annual Report

Attn: Investor Relations / Company Secretary

Fax: (66) 2262-4826

Email: [email protected]

Address: 3195/17-29 Rama IV Road, Klong Ton, Klong Toey, Bangkok 10110

I, a shareholder of Esso (Thailand) Public Company Limited, would like to request a hard copy of the Com-

pany’s 2010 Annual Report. Please send a hard copy of the Annual Report to the address below:

2010 Annual Report (Thai Version); or

2010 Annual Report (English Version)

Name of Shareholder:

Address:

Contact Number:

Signature

( )

Date

Remark: Copies of the Annual Report will also be available for shareholders attending the annual

general meeting.



Enclosure No. 8

Map of Meeting Location

The Imperial Queen’s Park Hotel at Grand Hall, 2nd Floor

199 Sukhumvit Soi 22, Sukhumvit Road, Bangkok

Remark: Shareholders or proxies may register for the meeting at Queen’s Park 3, 2nd Floor, starting from 13.00 hours

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