of Bangkok Marriott Hotel Sukhumvit, 2 Sukhumvit Soi 57 ...investor.saam.co.th/en/pdf/shareholders-meeting/รายงานการ... · or express opinion relevant to the agenda

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- Translation - Minutes of the Annual General Meeting

For the Year 2020 of

SAAM Energy Development Public Company Limited ……………………………………………………

Date, Time, and Venue of the Meeting

The Meeting was held on 8 July 2020 at 02:00 p.m. at Benchasiri Ballroom A of Bangkok Marriott Hotel Sukhumvit, 2 Sukhumvit Soi 57, Klongton Nua, Wattana, Bangkok.

Directors Present at the Meeting

1. Mr. Veravath Kongkamee Chairman of the Board of Directors and Executive Committee Member

2. Miss Sawanee Kongsakul Independent Director and Chairman of the Audit Committee

3. Assistant Professor Lapinee Kosonboon, Ph.D Independent Director and Audit Committee Member

4. Mr. Therapong Suebvattana Independent Director and Audit Committee Member

5. Mrs. Songsri Nitayasuth Director and Chairman of the Executive Committee

6. Mr. Podduang Kongkamee Director, Executive Committee Member, and Chief Executive Officer

7. Miss Krittiya Honghiran Director, Executive Committee Member, Deputy Chief Executive Officer, and Chief Financial Officer

8. Mr. Manukitti Nityasuddhi Director, Executive Committee Member, and Chief Business Development Officer

The Company has 8 directors, all of whom were present at the Meeting, representing 100% attendance by the Board of Directors.

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External Auditor from EY Office Limited Present at the Meeting

1. Miss Siriwan Suratepin Partner 2. Miss Phanthong Thippharos Manager

The Meeting Convened

Mr. Veravath Kongkamee, Chairman of the Board of Directors, who presided as Chairman of the Meeting (“Chairman”), welcomed shareholders and proxy holders attending the Meeting and announced that there were 34 individuals who registered in attending the Meeting, comprising of 24 shareholders attending the Meeting in person and 10 proxy holders, holding an aggregate of 231,127,327 shares, equivalent to 77.0424% of the total 300,000,000 outstanding shares of the Company, thereby constituting a quorum in accordance with the Company’s Articles of Association. In such regard, the Chairman declared the Meeting duly convened and thanked shareholders who have devoted their time in attending the 2020 Annual General Meeting of the Company. Subsequently, the Chairman delegated Miss Nattamol Pulpipattanan to act as Meeting facilitator (the “Facilitator”) and Miss Krittiya Honghiran to provide information to the Meeting in each agenda.

The Facilitator informed the Meeting of agenda and procedure in casting votes in each agenda as follows:

1. Sequence of the Agenda The Meeting will consider agenda as specified in the Invitation to the Meeting. The Company will present information in each agenda, give shareholders the opportunity to raise questions or express opinion relevant to the agenda as appropriate, and give shareholders the opportunity to cast their votes for the agenda. As the 2020 Annual General Meeting is held during the Coronavirus 2019 (COVID-19) pandemic situation, for the overall hygiene, the Company did not make available microphone for inquiry. In case shareholders or proxy holders wish to ask questions or express opinion regarding the agenda, shareholders or proxy holders may fill out the question form, specifying their name and surname, as well as whether such shareholder attended the Meeting in person or had been granted proxy, before handing the complete form to Company staff. The Company will respond to inquiries not relating to the agenda of this Meeting in Agenda 10: Other business.

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2. Casting Votes in Each Agenda For the consideration of each agenda to proceed in a swift manner, the Company asked that shareholders who wish to vote to disapprove or abstain from voting in each agenda clearly indicate their vote in the ballot and hand in such ballots to Company staff for counting. The Company will only count ballots of disapproval and abstention, and will deduct the number of votes of such ballots from the total number of votes to arrive at the number of votes of approval. Shareholders and proxy holders are asked to sign their ballot cards before handing in to Company staff.

In the case of proxy holders attending the Meeting whereby the proxy grantor has indicated his or her intention in the voting of each agenda, the Company staff will count votes in accordance with such indicated intention. As such, proxy holders do not need to vote in the Meeting. However, in case that intention in the voting of each agenda specified by the proxy grantor is not indicated or not clearly specified, the proxy holder shall vote in such agenda as deemed fit.

Shareholders who wish to leave the Meeting early or will not be present in the Meeting room for any agenda may exercise voting rights by handing in ballot cards, on which shareholders have indicated their intention, in advance to Company staff stationed at the sides of the Meeting room.

Ballot cards which have been marked in more than one box or ballot cards which have been marked in a manner which indicate conflicting intentions or ballot cards which have been marked and crossed out but do not contain signature against the change shall be deemed invalid. Should shareholders wish to make modifications to their votes, the unwanted mark shall be crossed out with a signature accompanying the change.

For Agenda 7: To consider and approve the appointment of directors in replacement of those due to retire by rotation, in compliance with the guideline of conducting good shareholders’ meetings, the Company will arrange for the casting of votes in electing directors on an individual basis, with voting conducted separately for each director.

3. Voting Rights Article 38 of the Company’s Articles of Association state that “In Shareholders’ Meeting, shareholders have the right to attend and cast votes equivalent to the number of shares held by such shareholder, with one (1 ) vote per one (1 ) share held. Any shareholder having special interest in any matter shall have no right to vote on the matter, except for the

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appointment of directors.” Once results of the vote have been announced, casting of votes in such agenda shall be deemed complete.

4. Vote Counting The counting of votes shall be in accordance with each agenda specified in the Invitation to the 2020 Annual General Meeting.

Agenda 1, Agenda 3, and Agenda 9 are for acknowledgement and thus voting is not required.

Agenda 2, 4, 5, 6 and 7 are considered normal agenda items in accordance with Section 107 (1) of the Public Limited Companies Act B.E. 2535, which specifies approval by a majority vote of shareholders attending the Meeting and casting votes. Shareholders abstaining from voting will not be included in the calculation of the base of votes.

For Agenda 8, Section 90 of the Public Limited Companies Act B.E. 2535 specifies approval by no less than two-thirds of total votes of shareholders attending the Meeting. As such, the base of votes shall be calculated from the total votes of all Meeting attendees.

5. Ballot Collection For Agenda 7, for transparency, the Company will collect all ballots. Shareholders and proxy holders voting to approve in this agenda are asked to hold on to their ballots and hand in to Company staff after voting on the last director for convenience and order in collection of ballots.

For transparency and good governance, the Company requested 1 volunteer from the Meeting attendees to witness the counting of votes, with Mr. Swiss Pongpipattanakul, proxy holder attending the meeting, volunteering as witness of such proceeding.

Agenda 1 Matters to be informed

The Chairman informed the Meeting that this marks the 2nd Annual General Meeting since the Company’s first trading day on the Market for Alternative Investment (mai) on 7 January 2019. The Company strives to conduct its business with sustainable growth to deliver return to shareholders under good corporate governance principles, as reflected in the Company receiving 4 stars from CGR 2562 assessment, interpreted as “Very Good” and 100 full score from AGM Checklist 2562 assessment. The Company would like to thank shareholders and all related parties for continuous trust and support.

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The Facilitator gave shareholders the opportunity to raise questions, but no shareholder raised any question.

The Facilitator then informed that Meeting that as this agenda is for acknowledgement, voting is not required.

Resolution The Meeting acknowledged matters informed.

Agenda 2 To consider and adopt the Minutes of the 2019 Annual General Meeting held on 24 April 2019

Miss Krittiya Honghiran informed the Meeting that the Company held the 2019 Annual General Meeting on 24 April 2019 and prepared minutes of such meeting, which were submitted to the Stock Exchange of Thailand within 14 days and to the Ministry of Commerce within the period stipulated by law, as shown in Enclosure 1. The Board of Directors have considered and deemed such minutes to be accurately and completely recorded, and thus propose that the Meeting consider and adopt the Minutes of the 2019 Annual General Meeting held on 24 April 2019. This agenda required the approval of the Meeting by a majority vote of shareholders attending and casting votes.


Resolution The Meeting resolved to adopt the Minutes of the 2019 Annual General Meeting held on 24 April 2019 as proposed, with majority vote of shareholders attending and casting votes as follows:

Approve 238,256,933 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,256,933 votes, equivalent to 100.0000%

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Agenda 3 To acknowledge the Board of Directors’ report on the Company’s operating results for the year 2019

The Chairman informed the Meeting that the Company summarized operating results for the year 2019 as appeared in the Annual Report which was distributed to shareholders accompanying the Invitation to the Meeting, as shown in Enclosure 2, and published on the Company website, and asked Ms. Krittiya Honghiran to present such information to the Meeting.

Miss Krittiya Honghiran presented the following summary to the Meeting.

- For the year 2019, approximately 75% of revenues served as recurring income which the Company received from project site procurement and rendering of services within renewable energy projects, while approximately 23% is generated from renewable energy investment business through the operation of 1 solar power project, namely SAAM Solar Power One project, having capacity of 2.0 MW located in Lopburi Province.

- In 2019, total revenue increased from THB 71.73 million in 2018 to THB 73.33 million in 2019, mainly attributable to the increase in sales and other income as SAAM Solar Power One project generated more electricity following increased irradiation and SAAM generated interest income from fixed deposit account with a financial institution, not related to the core business of the Group of Companies.

- The Company’s total cost slightly reduced from THB 20.58 million in 2018 to THB 19.03 million in 2019, and total expenses slightly increased from THB 27.39 million in 2018 to THB 28.39 million in 2019. The increase in total expenses is from administrative expenses following the record of allowance for impairment loss on power plant work in process of amounting to THB 4.6 million pertaining to SAAM Solar Power Two Company Limited ongoing litigation following the Central Administrative Court rendering a verdict dismissing the charges. However, finality of the verdict has not yet been reached, as SAAM Solar Power Two Company Limited filed for appeal against the Central Administrative Court’s verdict before the Supreme Administrative Court, and such case is currently in the Court’s consideration process.

- In 2019, the Company had net profit of THB 16.50 million, which increased from the previous year, with gross profit margin of 73.50% and net profit margin of 22.50%.

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- The Company’s business can be divided into 3 key parts including 1. Project site procurement and rendering of services, 2. Renewable energy project development for sale, and 3. Renewable energy project investment.

- Project site procurement and rendering of services involved the provision of services for 17 solar power projects in Thailand covering over 750 rais of land with total capacity of 41.1 MW.

- Renewable energy project development for sale, which the Company has not yet recognized revenue, involved the development of biomass power projects, 2 of which have received METI Certification in Japan with total capacity of 39.8 MW. The projects are currently being developed to be later handed over to the investor.

- Renewable energy project investment involved the operation of a 2.0 MW solar power project in Lopburi Province.

- The Company places emphasis on anti-corruption measures, whereby on 28 November 2018, the Company declared its intent to join the Collective Action Coalition Against Corruption. The Company later prepared and submitted documentation to file for certification, which are currently undergoing consideration.

The Facilitator gave shareholders the opportunity to raise questions by writing on the provided question form, the contents of which can be summarized as follows.

▪ Miss Siriporn Kattapong, proxy holder from Thai Investors Association, asked the following:

What are the risk and outcome of legal proceeding concerning SAAM Solar Power Two project, after filing for appeal against the Central Administrative Court’s verdict on 25 October 2019?

Miss Krittiya Honghiran informed that following SAAM Solar Power Two Company Limited’s appeal against the Central Administrative Court’s verdict before the Supreme Administrative Court, such legal proceeding is undergoing consideration by the Court.

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▪ Mr. Sarayoot Euoychai, shareholder attending in person, asked the following:

With reference to page 27 of the Annual Report, Actual Performance Ratio for 2019 was 73.35%, lower than the Performance Ratio Warranty for the first year. What benefit did the Company gain or lose, was such effect incorporated in the financial statements, and has such issue been resolved?

Mr. Podduang Kongkamee informed that by principle, the Performance Ratio will decrease on an annual basis, of at least 0.8% per year. As such, the Actual Performance Ratio for 2019 will be lower than that of year 2018. However, SAAM Solar Power One’s Performance Ratio has always exceeded standards set by the bank. Performance Ratio Warranty of 74.20% for 2017 represented warranty for the respective year and cannot be used to compare with the Performance Ratio for 2019 as the warranty period has lapsed.

▪ Mr. Anu Wongsarakij, shareholder attending in person, asked the following:

1. When will the Company recognize revenue from SAAM Oita 01 Biomass Power and SAAM Oita 02 Biomass Power projects, and how will that positively impact the financial statements?

2. What is the Group of Companies’ expectation regarding the increase in clients in the project site procurement and power plant construction business to add on to the backlog, and what is the current standing of backlog for future projects?

3. Does the Company have plans to increase power plant projects under its own operation?

4. Was the increase in revenue mainly attributable to increased irradiation, and how can revenue be increased?

5. How did the Coronavirus 2019 (COVID-19) pandemic situation affect the sourcing of clients or operations of the Company?

6. When is the wood pellet and palm kernel shell project scheduled to start, and how will it benefit the Company?

7. Will the Company be able to maintain high levels of gross profit margin and net profit margin?

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8. How will capital expenditure be spent for this year, and will the Company be able to maintain high dividend payout?

9. What are the Company’s plans in investing in CLMV or overseas?

10. What are the Group of Company’s future business plans and renewable energy industry outlook?

11. Did the government initiative in reducing electricity price affect revenue?

Mr. Podduang Kongkamee informed that:

1. The Group of Companies plans to hand over SAAM Oita 01 Biomass Power and SAAM Oita 02 Biomass Power projects to the investor within 2020. However, the Company operates its business with caution, leading to delay in some processes, while Japanese authorities had additional requirements for the Company to complete, namely additional study of impact to surrounding areas with respect to river flow as well as the relocation of grid interconnection point leading to the necessity of conducting additional land plot purchase negotiations. Once the Group of Companies hands over the projects, the net profit margin will increase to a level higher than that of 2016. As the permits for such projects do not expire, there exists no risk concerning the timeframe in accordance with the Japanese authorities’ policies.

2. The Group of Companies currently has 2 projects with a total capacity of 40 MW, which have been developed until the receipt of Grid Interconnection Approval and METI Certification. In 2019, the Ministry of Economy, Trade, and Industry (METI), Japan made modifications to the policy specifying that projects which apply for and receive new permits are to commence commercial operations with 4 years from the date which the METI Certification is issued. The Group of Companies is currently developing 4 - 5 additional projects.

3. The Group of Companies focuses on renewable energy development as operating projects as project owner yields lower returns, and thus strive to develop and hand over projects. The Group of Companies also has plans to operate businesses related to renewable energy power plant projects. Investment funds will be first allocated for use in project development and operation of renewable energy power plant projects, and any remaining funds will be considered for additional power plant project investment.

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4. The Group of Companies’ revenue can be divided into 2 parts: approximately 75% from project site procurement and rendering of related services within renewable energy projects business of constant value throughout the duration of the long-term contract, and approximately 25% from renewable energy project investment business. In 2019, revenues from renewable energy project investment business slightly increased following increased irradiation. Moreover, the Group of Companies will recognize additional revenue once biomass power plant projects developed are handed over to the investor.

5. Project site procurement and rendering of related services within renewable energy projects business and renewable energy project investment business are not affected by the Coronavirus 2019 (COVID-19) pandemic situation given the long-term nature of agreements. However, the development of renewable energy projects for sale, whereby the Group of Companies has developed projects in Japan and is in the process of conducting studies to develop additional projects, was affected in terms of difficulty in contacting and coordinating with government agencies in Japan resulting in lengthened period of time in discussing and negotiating on matters, as well as inability to commute to meet with such government agencies and investors.

6. Biomass power projects require fuel supply in terms of wood pellets for a duration of 20 years, the amount of which is significant and certain. From information on total capacity of biomass power plant projects granted approval in Japan, the size of wood pellet manufacturing facility and plantation business which the Group of Companies expects to operate overseas will be able to accommodate merely 1% of the demand. However, operating such business takes approximately 4 years until revenue recognition, and the Group of Companies is conducting studies in the operation of such business.

7. The Group of Companies will be able to maintain high levels of gross profit margin and net profit margin. Once the Group of Companies hands over biomass power plant projects to the investor, the profit margin will increase, and can further increase if the Group of Companies start operating and recognizing revenue from the wood pellet manufacturing facility and plantation business.

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8. Capital expenditure spending plans are in accordance with the objectives on the utilization of proceeds from capital increase through public offering (IPO). For 2020, the Group of Companies plans to operate businesses related to renewable energy power plant projects and expects to be able to maintain high dividend payout as the current business has certain revenue and profits. The Group of Companies may be able to distribute more dividends following the hand over of the projects and revenue recognition from the renewable energy development for sale business.

9. As the Group of Companies is current conducting studies to operate the wood pellet manufacturing facility and plantation business, the location of such business in contingent upon the requirements of business partners and financial institutions. However, certain financial institutions have preliminarily assessed and accepted the operations of the business in CLMV.

10. The Group of Company’s future business plans include development of additional renewable energy projects for sale and studies into operation of wood pellet manufacturing facility and plantation business. Japan has specified targets to generate electricity from renewable sources at a portion of 22% - 24% of total generation. At present, the portion of electricity generation from renewable sources stands at approximately 18%. Renewable energy can be divided into 5 key categories: 1. Solar energy had overwhelming interest and investment in previous years, with lower interest and investment returns at present, 2. Geothermal energy takes lengthened time in conducting studies and analysis, and has high risk of operations, 3. Onshore wind energy faced resistance for causing sight pollution and obstructed view of scenery, and offshore wind energy faced resistance from fisheries authorities following the impact to fish breeds, 4. Hydro energy in the past 3 years saw no new additions, and 5. Biomass energy saw 8,000 MW new approvals, a small portion of which have commenced construction, which translates into wood pellet demand of over 40 million tons per year to be supplied by new manufacturing facilities as current factories have already entered into long-term supply contracts to support the demand of power plant projects currently in operation.

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11. The government initiative in reducing electricity price did not affect the revenue of the Group of Companies as revenue from the project site procurement and rendering of related services within renewable energy projects is constant throughout the duration of the long-term contract, and the 2.0 MW solar power project receives revenue from electricity generation under the Feed-in-Tariff scheme, which is constant throughout the project duration of 25 years.

The Facilitator gave shareholders the opportunity to raise questions and express opinion on related matters, but no shareholder raised additional question or expressed opinion. The Facilitator then informed that Meeting that as this agenda is for acknowledgement, voting is not required.

Resolution The Meeting acknowledged the Board of Directors’ report on the Company’s operating results for the year 2019.

Agenda 4 To consider and approve the financial statements for the year 2019 ended 31 December 2019

Miss Krittiya Honghiran informed the Meeting that the Company’s financial statements for the year 2019 ended 31 December 2019, which was audited and certified by the auditor from EY Office Limited, reviewed by the Audit Committee, and considered by the Board of Directors appeared in the Annual Report which was distributed to shareholders accompanying the Invitation to the Meeting, as shown in Enclosure 2, with the following key details:

Unit: THB million

Items Consolidated Financial

Statements

Separate Financial

Statements

2019 2018 2019 2018

Total Assets 400.73 445.12 269.58 300.76

Total Liabilities 110.69 148.13 9.90 29.97

Total Equity 290.04 296.99 259.68 270.79

Total Revenues 73.33 71.73 34.33 37.32

Profit for the Year 16.50 15.19 11.49 14.25

Net Profit Attributable to Equity Holders of

the Company

16.55 15.44 11.49 14.25

EPS (THB per share) 0.055 0.070 0.038 0.064

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As such it was proposed that the Meeting consider and approve the financial statements for the year 2019 ended 31 December 2019. This agenda required the approval of the Meeting by a majority vote of shareholders attending and casting votes.


▪ Miss Siriporn Kattapong, proxy holder from Thai Investors Association, asked the following:

1. Please provide more information on investment in subsidiaries including SAAM Service Company Limited whereby capital was increased in 2019 from THB 1.00 million to THB 2.25 million but no dividend was received, as well as the operations of SAAM Solar Power Two Company Limited and SAAM International Limited.

2. Will the Company reinvest or change the management of temporary investment which earned interest at 1.4% due in 2020?

3. Why are trade receivables amount from unrelated parties not yet due shown in the separate financial statements for 2018 and 2019 equal?

Miss Krittiya Honghiran informed that:

1. Capital increase in SAAM Service Company Limited is to be used in the studies to operate the wood pellet manufacturing facility and plantation business, which has not yet started and thus such subsidiary did not pay out dividends. SAAM Solar Power Two Company Limited has not yet started project operations as it is currently undergoing legal proceeding at the Supreme Administrative Court, meanwhile SAAM International Limited is currently developing biomass power projects in Japan to hand over to the investor, whereby revenue has not yet been recognized. However, the Group of Companies expects to hand over SAAM Oita 01 Biomass Power and SAAM Oita 02 Biomass Power projects within 2020. After recognition of revenue following the sale of such projects, SAAM International Limited will be able to pay out dividend to the Company, as the parent.

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2. The Company has reinvested such temporary investment in the form of fixed deposit with a commercial bank. However, the Company continuously plans the timeframe in fund utilization in accordance with overseas project development plans and operation of wood pellet manufacturing facility and plantation business.

3. Trade receivables from unrelated parties not yet due were equal in amount at the end of the years as these amounts reflect long-term contracts between the Group of Companies and the client in land lease and provision of services within solar power projects in Thailand with equal amounts each year.


1. How has the change in Thai Financial Reporting Standard No. 9 (TFRS 9) and Thai Financial Reporting Standard No. 16 (TFRS 16) affected the Group of Companies?

2. What are the Group of Companies’ plans in managing interest revenue from deposit?

3. Why is cash flow negative, and what are the Group of Companies’ solution?

4. What is client entertainment expense?

5. Please provide information on record of allowance for impairment loss of power plant in process and depreciation.

6. How is the Group of Companies managing gains from foreign exchange?

7. What are the advantages of making loan repayments to lower D/E ratio?

8. How does the Group of Companies adjust fair value of investment property?

Ms. Krittiya Honghiran and Mr. Podduang Kongkamee informed that:

1. The Group of Companies was slightly affected by the Thai Financial Reporting Standard No. 9, with no significant impact. However, the Thai Financial Reporting Standard No. 16 led to an increase in the Group of Companies’ assets and liabilities as it has long-term land lease contracts. Such impact did not cause a significantly change to the financial ratios.

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2. The Group of Companies’ temporary investment in the form of fixed deposit with a bank caused an increase in interest revenue. This is for the greatest benefit of the Group of Companies while waiting for the timeframe in developing projects overseas and operating wood pellet manufacturing facility and plantation business.

3. Cash flow from operations from separate financial statements is negative as a significant portion of the revenue of the Group of Companies is from subsidiaries, meanwhile the majority of expenses are recorded under the Company, leading to such financial figure to represent a negative number. However, cash flow from operating activities from consolidated financial statements represents a positive number. Moreover, cash and cash equivalents decreased due to increase in temporary investments, repayment of long-term loans, and payment of dividend.

4. Client entertainment expense represents expenses related to taking investors on site visits in Japan, with each instance amounting to no more than THB 100,000. However, no such expense was incurred in the first 6 months of 2020.

5. SAAM Solar Power Two Company Limited recorded allowance for impairment loss of power plant in process as the Central Administrative Court rendered a verdict dismissing the charges on 25 September 2019. However, SAAM Solar Power Two Company Limited filed for appeal against the Central Administrative Court’s verdict before the Supreme Administrative Court, and such case is currently in the Court’s consideration process.

6. Gain or loss from foreign exchange are on an unrealized basis and are merely financial figures, which can always fluctuate.

7. The Group of Companies’ long-term loans can be divided into 2 parts: 1. Loan under SAAM Three Company Limited for use in the purchase of land as site location for solar power projects, and 2. Loan under SAAM Solar Power One Company Limited for use as investment funds in the construction of a solar power project. For both cases, repayments of loans are in accordance with requirements of the bank, leading to constant reduction in the debt-to-equity (D/E) ratio.

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8. The Group of Companies engage an asset appraiser to evaluate the value of the land on a regular basis every 3 years. Such appraised value will be used to adjust the fair value of investment property. The appraiser utilized market approach and income approach in evaluation.

The Facilitator gave shareholders the opportunity to raise questions and express opinion on related matters, but no shareholder raised additional question or expressed opinion.

Resolution The Meeting resolved to approve the financial statements for the year 2019 ended 31 December 2019 as proposed, with majority vote of shareholders attending and casting votes as follows:

Approve 238,309,133 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,309,133 votes, equivalent to 100.0000% Agenda 5 To consider and approve the appropriation of the Company’s net profit as legal

reserve and no additional dividend payment for 2019 operating results, and to acknowledge interim dividend payments

Miss Krittiya Honghiran informed the Meeting that Section 115 of the Public Limited Companies Act B.E. 2535 and Article 44 of the Company’s Articles of Association specified that the Company only pay out dividends from profits. In addition, Section 116 of the Public Limited Companies Act B.E. 2535 and Article 46 of the Company’s Articles of Association specified that the Company appropriate no less than 5% of its net profit for the year as legal reserve until the amount of legal reserve is no less than ten (10) percent of registered capital. The Company’s dividend policy specified payment of dividends of no less than 40% of net profit from separate financial statements of the Company or its subsidiaries after deduction of corporate income tax and statutory reserve. However, payment of such dividend shall take into account operating performance, financial position, liquidity, need for working capital, business expansion plan, and other related factors.

Net profit attributable to equity holders of the Company for the year 2019 from consolidated financial statements amounted to THB 16,549,113 and from separate financial statements amounted to THB 11,489,884.

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The Board of Directors considered and deemed it appropriate to propose that the Meeting consider the following:

1. Appropriation of THB 574,494 as legal reserve, reflecting appropriation of no less than 5% of the Company’s net profit

2. No additional dividend payment for 2019 operating results ended 31 December 2019 as the Company made 3 interim dividend payments of a total of THB 0.0750 per share, totaling THB 22.50 million, reflecting 195.82% dividend payout ratio calculated based on net profit from the Company’s separated financial statements, which is in accordance with the Company’s dividend policy

Divided into the 1st interim dividend paid from retained earnings at 0 .0 2 5 0 per share, totaling THB 7 .50 million on 6 September 2019 , the 2nd interim dividend from paid from operating results for the 9 -month period ended 30 September 2019 at THB 0 .0250 per share, totaling THB 7 .50 million on 6 December 2019 , and the 3rd interim dividend paid from operating results for the year ended 31 December 2019 and retained earnings at THB 0 .0250 per share, totaling THB 7 .50 million on 24 April 2020 , whereby the 3rd interim dividend payment is aimed at minimizing the impact which may incur on shareholders due to the postponement of the Annual General Meeting originally scheduled for 24 April 2020. As such, the Board of Directors does not propose additional dividend payment from the operating results of fiscal year ended 31 December 2019

3. Acknowledge such 3 interim dividend payments of a total of THB 0.0750 per share, totaling THB 22.50 million with details as specified above

This agenda required the approval of the Meeting by a majority vote of shareholders attending and casting votes.



1. Why is the dividend payout ratio as high as 195% but amounts to a lower total of dividend paid at THB 22.5 million?

2. Does the Company pay out dividend from net profit with BOI privilege?

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Ms. Krittiya Honghiran and Mr. Podduang Kongkamee informed that:

1. The Company intends to pay out regular dividend. However, dividend payment is considered in conjunction with investment plans and liquidity. In 2018, the Company paid out more dividend than 2019, following higher net profit from separate financial statements and adequate liquidity. However, in calculating dividend payout ratio, net profit from separate financial statements in 2019 being lower than that of 2018 reflected in the ratio being higher for 2019 than 2018.

2. The Group of Companies holds 1 BOI certificate under SAAM Solar Power One Company Limited, a subsidiary which the Company holds 100% stake in. However, payment of dividend from the Company’s profits to shareholders is not entitled to such privilege.


Resolution The Meeting resolved to approve the appropriation of the Company’s net profit as legal reserve and no additional dividend payment for 2019 operating results, and to acknowledge interim dividend payments, with majority vote of shareholders attending and casting votes as follows:

Approve 238,309,133 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,309,133 votes, equivalent to 100.0000% Agenda 6 To consider and approve the appointment of the Company’s external auditor and

the determination of audit fees for the year 2020

Miss Krittiya Honghiran informed the Meeting that Section 120 of the Public Limited Companies Act B.E. 2535 and Article 51 of the Company’s Articles of Association specified that the Annual General Meeting shall appoint the Company’s auditor and determine audit fees every year. In the appointment of the auditor, the former auditor may be re-appointed. The Audit Committee has considered and deemed it appropriate to change the Group of Companies’ external auditor from EY Office Limited, which served as external auditor during 2016 - 2019, and select PKF Audit (Thailand) Limited as external auditor for the Group of Companies for the year 2020, as PKF Audit (Thailand) Limited is an

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international audit firm with experience in auditing companies listed on the Stock Exchange of Thailand, is accepted for the standards and efficiency in performance of duties, and proposed reasonable audit fees. The Board of Directors considered and deemed it appropriate to propose that the Meeting approve the appointment of Mr. Pitinan Lilamethwat, Certified Public Accountant No. 11133 and/or Miss Sawinee Sawanont, Certified Public Accountant No. 7092 from PKF Audit (Thailand) Limited as external auditor for the Group of Companies for the year 2020, with one of the aforementioned individuals to perform audit and expression of opinion on the Company’s financial statements, with details as shown in Enclosure 3.

Auditor Certified Public

Accountant No.

Signatory in the Audit of the

Company’s Financial Statements

Mr. Pitinan Lilamethwat 11133 -

Miss Sawinee Sawanont 7092 -

Audit fees for the year 2020 shall not exceed THB 1,880 ,000 , excluding service fees other than those specified and expenses as incurred such as transportation and photocopying, as necessary and appropriate.

The proposed audit firm and auditors are approved by the Securities and Exchange Commission and have no relationship or interest with the Company, subsidiary companies, directors, executives, major shareholders, or parties related to such individuals which would compromise independence in performance of duties.

This agenda required the approval of the Meeting by a majority vote of shareholders attending and casting votes.

2020 (Proposed)

PKF Audit (Thailand) Limited

2019

EY Office Limited

Audit Fees 1,800,000 2,640,000

The Company 1,200,000 1,700,000

Subsidiaries 600,000 940,000

Fees for Other Services

BOI Review 80,000 120,000

Total 1,880,000 2,760,000

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Is the reduction in audit fees due to the external auditor not being one of the Big 4 audit firms, and what is the reason for changing external auditor?

Mr. Podduang Kongkamee informed that originally, the Group of Companies plans to hand over biomass power projects developed in Japan to the investor in 2019, but was unable to do so as authorities specified additional requirements which the Group of Company has to process further. As such, the Group of Companies took efforts to reduce expense and increase profits, and saw that changing the external auditor posed no impact on the standards of auditing.


Resolution The Meeting resolved to approve the appointment of the Company’s external auditor and the determination of audit fees for the year 2020 as proposed, with majority vote of shareholders attending and casting votes as follows:

Approve 238,309,133 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,309,133 votes, equivalent to 100.0000% Agenda 7 To consider and approve the appointment of directors in replacement of those due

to retire by rotation

Miss Krittiya Honghiran informed the Meeting that Section 71 of the Public Limited Companies Act B.E. 2535 and Article 16 of the Company’s Articles of Association specified that one-third (1/3) of directors or the number of directors nearest to one-third (1 /3 ) shall vacate position at the Annual General Meeting, whereby directors vacating position may be re-elected for position. In the 2 02 0 Annual General Meeting, 3 directors were due to retire by rotation with details as follows:

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1. Mr. Veravath Kongkamee Chairman of the Board of Directors /

Executive Committee Member

2. Mr. Podduang Kongkamee Director / Executive Committee Member /

Chief Executive Officer

3. Miss Krittiya Honghiran Director / Executive Committee Member /

Deputy Chief Executive Officer /

Chief Financial Officer

In nominating directors, the Company invited shareholders to propose persons with qualifications appropriate for appointment as director through the Stock Exchange of Thailand’s communication channel and the Company website. After the specified time period, no person was proposed by shareholders to be considered for directorship.

At present, the Company has no Nomination Committee. However, the Board of Directors, excluding persons with conflict of interest, jointly considered persons appropriate for directorship with consideration of knowledge and capabilities, expertise, experience appropriate to the business operations of the Company, ethics, morale, vision, positive attitude towards the organization, devotion of time, as well as Board diversity, qualifications in compliance with rules and regulations, and past performance in position. The Board of Directors have thoroughly and carefully considered to ensure that persons proposed for appointment possess characteristics suitable to the Company’s business, and deemed it appropriate to propose that the Meeting approve that the 3 directors due to retire by rotation be re-elected back in position for another term, with details as shown in Enclosure 4.

The Chairman informed the Meeting that, to provide shareholders with the opportunity to freely and fully express opinion, in accordance with good corporate governance principles, 3 directors who have conflict of interest in the matter, namely Mr. Veravath Kongkamee, Mr. Podduang Kongkamee, and Miss Krittiya Honghiran, wish to leave the Meeting room until consideration of this agenda is complete, and thus delegated Mrs. Songsri Nitayasuth, Director and Chairman of the Executive Committee, to act temporarily as Chairman of the Meeting for this agenda.

The Facilitator informed the Meeting that this agenda required the approval of the Meeting by a majority vote of shareholders attending and casting votes. In this agenda, the Company will collect all ballots. Ballots indicating disapproval or abstention from voting for each individual director will be collected first. Shareholders and proxy holders voting to approve in this agenda are to hold on to

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their ballots and hand in to Company staff after voting on the last director for convenience and order in collection of ballots.

The Meeting was asked to consider the appointment of directors individually as follows:

7.1. To consider and approve the appointment of Mr. Veravath Kongkamee to be re-elected

back in position for another term


Resolution The Meeting resolved to approve the appointment of Mr. Veravath Kongkamee to be re-elected back in the same position for another term as proposed, with majority vote of shareholders attending and casting votes as follows:

Approve 238,309,133 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,309,133 votes, equivalent to 100.0000% 7.2. To consider and approve the appointment of Mr. Podduang Kongkamee to be re-elected

back in position for another term


Resolution The Meeting resolved to approve the appointment of Mr. Podduang Kongkamee to be re-elected back in the same position for another term as proposed, with majority vote of shareholders attending and casting votes as follows:


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7.3. To consider and approve the appointment of Miss Krittiya Honghiran to be re-elected back

in position for another term


Resolution The Meeting resolved to approve the appointment of Miss Krittiya Honghiran to be re-elected back in the same position for another term as proposed, with majority vote of shareholders attending and casting votes as follows:


Agenda 8 To consider and approve remuneration for the Board of Directors for the year 2020

Miss Krittiya Honghiran informed the Meeting that Article 30 of the Company’s Articles of Association specified that directors are entitled to receive remuneration from the Company in the form of salaries, gratuity, meeting allowance, pension, bonus, or other forms of remuneration. In the determination of directors’ remuneration, the Company considered appropriateness to roles and responsibilities undertaken by each director, comparativeness to other listed companies in similar industries and of similar size, and sufficiency to retain quality and capable directors to undertake proceedings and lead the Company in accomplishing its goals.

At present, the Company has no Remuneration Committee. However, the Board of Directors considered director remuneration in accordance with the roles and responsibilities, and deemed it appropriate to propose the approval of remuneration for the Board of Directors and subcommittee, namely the Audit Committee, with the following details:

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1. Monthly Remuneration and Meeting Allowance (same rate as 2019)

Committee Monthly

Remuneration

(THB/person)

Meeting Allowance

(THB/person/time)

(Only for those who attend)

Board of Directors

Chairman of the Board of Directors - 20,000

Director - 10,000

Audit Committee

Chairman of the Audit Committee - 20,000

Audit Committee - 15,000

2. Performance-based Compensation (same rate as 2019)

Total compensation amount shall not exceed 1.0% of the Company’s consolidated financial statement net profit, limited only to independent directors.

3. Other Benefits

- none -

This agenda required the approval of the Meeting by no less than two-thirds (2/3) of total votes of shareholders attending the Meeting.



Do directors receive remuneration in the form of pension from the Company?

Ms. Krittiya Honghiran informed that directors do not receive remuneration in the form of pension, but each director receives meeting allowance in accordance with respective committee as proposed, and independent directors receive additional performance-based compensation.


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Resolution The Meeting resolved to approve remuneration for the Board of Directors for the year 2020 as proposed, with no less than two-thirds (2/3) of total votes of shareholders attending the Meeting as follows:

Approve 238,309,133 votes, equivalent to 100.0000% Disapprove 0 votes, equivalent to 0.0000% Abstain 0 votes, equivalent to 0.0000% Invalid Ballot 0 votes, equivalent to 0.0000% Total 238,309,133 votes, equivalent to 100.0000%

Agenda 9 To acknowledge the change in objectives on the utilization of proceeds from capital increase through public offering

Miss Krittiya Honghiran informed the Meeting that the Notification of the Office of the Securities and Exchange Commission No. SorChor. 63/2561 Re: Change in Objectives of the Utilization of Proceeds under Securities Offering Statement and Draft Prospectus states that in the case where the Company wishes to modify the objectives on the utilization of proceeds as disclosed in the Securities Offering Statement, if such modification fits the specified characteristics and the Board of Directors has considered and deemed to be immaterial change, such modification shall be considered immaterial change in objectives on the utilization of proceeds in accordance with the notification concerning offering of newly issued shares. The Company is able to change the objectives on the utilization of proceeds deemed immaterial following the Board of Directors’ approval and shall report such change to the next shareholders’ meeting for acknowledgement.

The Board of Directors’ Meeting No. 0 1 / 2 0 2 0 resolved to approve the immaterial change in objectives on the utilization of Initial Public Offering proceeds in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorChor. 63/2561 , whereby the Board of Directors is of the opinion that the Company’s business operations during the year 2019 was based on the concept of developing projects for sale while stipulating that potential investors in the projects are responsible for expenses related to additional developments. As such, the Company does not require funding as working capital for projects under development for sale to the client, which comprise of SAAM Oita 01 Biomass Power Project and SAAM Oita 02 Biomass Power Project, and thus considered and changed the objectives on the utilization of proceeds to use as working capital for the Company’s operations, which will be beneficial in the Company’s operations in developing other projects as well as create stability and liquidity in business operations. Moreover, during the year 2019, the Company has repaid loans in accordance with the objectives on the utilization of proceeds. However, the allotted amount for such objective exceeds the total

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outstanding loan amount which was repaid. As such, the Board of Directors deemed it appropriate to reduce the amount corresponding to such objective and transfer the remaining amount available after full loan repayment to use as working capital for the Company’s operations. In addition, the Company considered and changed the estimated period of proceed utilization pertaining to working capital for the Company’s operations from originally 2020 to 2022.

Original Objectives on the Utilization of Proceeds

Objective Estimated Use of Net Proceeds (THB million)

Estimated Period

1. To use as working capital for projects under development for sale to the client comprising

1.1 SAAM Oita 01 Biomass Power Project 1.2 SAAM Oita 02 Biomass Power Project

Not exceeding 15.0 Not exceeding 15.0

Within 2019 Within 2019

2. To co-invest in companies operating in businesses related to

renewable energy power plant projects

Not exceeding 50.0 Within 2020

3. To repay loan outstanding with a Thai commercial bank,

which the Company had drawn down as working capital for

projects under development


4. To use as working capital for the Company’s operations Not exceeding 36.5 Within 2020

Total 132.5

New Objectives on the Utilization of Proceeds


Estimated Period

1. To use as working capital for projects under development for sale to the client comprising

1.1 SAAM Oita 01 Biomass Power Project 1.2 SAAM Oita 02 Biomass Power Project

- -

- -

2. To co-invest in companies operating in businesses related to

renewable energy power plant projects


3. To repay loan outstanding with a Thai commercial bank,

which the Company had drawn down as working capital for

projects under development


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Estimated Period

4. To use as working capital for the Company’s operations Not exceeding 69.0 Within 2022

Total 132.5

The Board of Directors considered and deemed that such changes to the utilization of proceeds are considered rebalancing investment amounts or expenses between objectives which have been disclosed in the Securities Offering Statement and changing the estimated period of utilization of proceeds which has been disclosed in the Securities Offering Statement, which are deemed to be immaterial change to the objectives on the utilization of proceeds in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorChor. 63/2561, and are considered to be reasonable and appropriate, with the Company’s source of funds being sufficient to the operations of the business. Moreover, such changes will not affect the Company’s business operation and forecast.



Will the IRR following the change in objectives on the utilization of proceeds be equal to or greater than what would have been from objectives formerly specified during initial public offering (IPO)?

Mr. Podduang Kongkamee informed that in rebalancing investment amount and switching from use as working capital for projects under development for sale to the client, which comprise of SAAM Oita 0 1 Biomass Power Project and SAAM Oita 0 2 Biomass Power Project, to use as working capital for the Company’s operations, the Group of Companies will be able to use such funds to develop other projects, whereby the returns before and after the change in objectives on the utilization of proceeds will not differ.

The Facilitator gave shareholders the opportunity to raise questions and express opinion on related matters, but no shareholder raised additional question or expressed opinion. The Facilitator then informed that Meeting that as this agenda is for acknowledgement, voting is not required.

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Resolution The Meeting acknowledged the change in objectives on the utilization of proceeds from capital increase through public offering.

Agenda 10 Other business (if any)

The Facilitator informed the Meeting that the Meeting had now considered all matters specified in the Invitation to the Meeting. The Facilitator gave shareholders the opportunity to raise additional questions on other matters by writing on the provided question form, the contents of which can be summarized as follows.


1. Please provide information on the growth targets of the Group of Companies.

2. Does the Company have plans to raise additional capital or increase free float?

Mr. Podduang Kongkamee informed that:

1. The Group of Companies will grow in the next 3 - 4 years from renewable energy project development for sale business, which includes SAAM Oita 01 Biomass Power and SAAM Oita 02 Biomass Power projects. The Group of Companies will develop additional projects to a total of 8 projects, in accordance with the number of project company subsidiaries in Japan. From year 5 onwards, the Group of Companies expect to recognize revenue from the wood pellet manufacturing facility and plantation business. However, the development of projects in the future is to be considered in conjunction with government policies of each country.

2. The wood pellet manufacturing facility and plantation business requires high capital investment. At present, the Company is comparing the options of raising additional capital to operate a large project and utilizing investment funds as is to operate a smaller project. However, from preliminary consideration, flexibility from a smaller project may be more beneficial. The Company currently has no plans in increasing free float. In addition, the current stock price which is lower than the IPO issuance price may have resulted from infrequent communication, as the Company intends to inform once business proceedings are successful. However, the Company currently has no plans in engaging in share repurchase.

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The Facilitator gave shareholders the opportunity to raise questions and express opinion on other matters. When no other questions were raised, the Chairman was invited to adjourn the Meeting.

The Chairman thanked shareholders who attended the Meeting and declared the Meeting adjourned at 04:15 p.m.

(Mr. Veravath Kongkamee) Chairman of the Meeting (Miss Krittiya Honghiran) Company Secretary

- Signature -

- Signature -

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