2010 Annual General Meeting of Shareholders

26 กุมภาพันธ์ 2553
No. Esso/SET/001/53 February 26, 2010 Subject: 2010 Annual General Meeting of Shareholders, Record Date and Book Closing Date To: President of The Stock Exchange of Thailand Dear Sir, Esso (Thailand) Public Company Limited ("Company") would like to notify the Stock Exchange of Thailand that the Board of Directors at Meeting No. 1/2010 held on February 26, 2010 passed the following significant resolutions: 1. The convening of the 2010 Annual General Meeting of Shareholders on Tuesday April 27, 2010 at 14.00 hours at the Windsor Suite Hotel, Petchpailin Ballroom, 11th Floor, No. 8, Soi 18-20 Sukhumvit Road, Bangkok, 10110 to approve the following agenda items: Agenda Item 1. To certify the Minutes of the 2009 Annual General Meeting of Shareholders Board's opinion: The Minutes of the 2009 Annual General Meeting of Shareholders should be presented at the shareholders' meeting for their certification. Agenda Item 2. To acknowledge the report of the board of directors regarding business operations during the past year including annual report proposed to the meeting and approve the balance sheet and profit and loss account including the report of the auditor Agenda Item 3. To consider and approve the allocation of profit and dividend payments The Board will consider what dividends are to be recommended, if any, at the Board of Directors' meeting scheduled to be held in March 2010. Agenda Item 4. To consider and approve the election of directors in place of those retiring by rotation Board's opinion: As all four retiring directors, namely Mr. Sompop Amatayakul, Mr. Smit Tiemprasert, Mrs. Wattanee Phanachet and Mr. Wattana Chatarasorn, 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. Agenda Item 5. To consider and approve Directors' remuneration Board's opinion: 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 director's fee of THB 166,667 per month; (b) Directors who are NOT members of the Audit Committee be paid a director's fee of THB 133,334 per month; and (c) Notwithstanding paragraph (1) and (2) 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. Agenda Item 6. To consider and approve the appointment of the Company's auditors and their remuneration 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, at a fixed remuneration of Baht 4,300,000 (same as last year) which was concurred by the Audit Committee. Agenda Item 7. Other business (if any) 2. The Record Date to determine the names of shareholders entitled to attend the 2010 Annual General Meeting of Shareholders will be March 31, 2010, and the share register book closing date for collecting the names of shareholders pursuant to the Securities and Exchange Act, Section 225 shall be April 1, 2010. Please be informed accordingly. Yours truly, Esso (Thailand) Public Company Limited ............................................................ (Mr. Robert Michael Cooper)