THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2020 - - PowerPoint PPT Presentation

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2020

WEDNESDAY, APRIL 22, 2020

LOBBY, 1ST FLOOR, AAPICO HITECH PUBLIC COMPANY LIMITED

AGENDA

1.

To approve the minutes of Annual General Meeting of Shareholders for the year 2019

2.

To acknowledge the Company’s performance for the year 2019

3.

To consider and approve the audited financial statements for the fiscal year 2019 ended as of December 31, 2019 and the auditor’s report

4.

To acknowledge the interim dividend payment and no dividends shall be paid for the performance from July to December 2019

5.

To consider and approve the appointment of directors replacing retired directors by rotation

6.

To consider and approve the remuneration of directors for the year 2020

7.

To consider and approve the appointment of auditor and the auditor’s remuneration for the year 2020

8.

To consider and approve the issuance and offering for sales of debentures

9.

To discuss other business matters (if any)

THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

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VOTING REGULATIONS

 For Shareholders who attend AGM via the live broadcast, vote online

cannot be counted via the live broadcast of AGM.

 One share equals to one vote.  All votes are counted as “approved” except the voting cards that have

been turned in with “no” or “abstain”.

 Shareholders who do not approve or abstain the agenda, please mark

in the voting card and give to staff.

 The voting card that has been modified without certified signatory, or

has been marked more than one box, will be considered as a void card.

 For shareholders who have assigned the proxy, their votes have been

included in the system.

 After the announcement of the vote, the result is deemed final.

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AGENDA 1

TO APPROVE THE MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2019

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BOARD OPINION:

 The Minute of the Annual General Meeting of Shareholders for the

year 2019, which was held on Tuesday, April 23, 2019 was correctly and accurately recorded and contained the resolution of the Annual General Meeting of Shareholders for the year 2019.

 The Company should present the Minute of Annual General

Meeting of Shareholders for the year 2019 to the Annual General Meeting of Shareholders for approval.

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TO APPROVE THE MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2019

AGENDA 1

AGENDA 2

TO ACKNOWLEDGE THE COMPANY’S PERFORMANCE FOR THE YEAR 2019

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AGENDA 2

BOARD OPINION:

 The Company should report its business performance for the year

2019 as presented in the 2019 Annual Report to the Annual General Meeting of Shareholders for acknowledgement.

TO ACKNOWLEDGE THE COMPANY’S PERFORMANCE FOR THE YEAR 2019

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2.17 2.01 0.0 0.5 1.0 1.5 2.0 2.5 3.0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Millions

Thailand Automotive Industry Overview 2002-2020F

Production Volume Domestic Sales Export Volume

2019 THAILAND CAR PRODUCTION DROPPED 7.1%, FROM 2.17 TO 2.01 MILLION UNITS, MOSTLY FROM LOWER EXPORT VOLUME AND SLOWER DOMESTIC DEMAND IN 2H2019

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Global Financial Crisis Tsunami & Flood First car campaign

• 7.1%

Source: The Federation of Thai Industry

Effect of COVID-19 may range from 10-25

• percent. As of now

there is no clarity.

2019 REVENUE REACHED BAHT 19.3 BILLION (+8.8%); NET PROFIT MARGIN DROPPED TO -0.9% DUE TO ONE- TIME EXPENSES

15.0 15.1 16.6 17.7 19.3

10.0 11.0 12.0 13.0 14.0 15.0 16.0 17.0 18.0 19.0 20.0

2015 2016 2017 2018 2019 Billions

Total Revenues

Revenues Interest One-time gains

2.1% 3.6% 7.0% 7.3%

• 0.9%
• 3.0%
• 1.0%

1.0% 3.0% 5.0% 7.0% 9.0% (0.4) (0.2)

• 0.2

0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

2015 2016 2017 2018 2019 Billions

Net Profit to Equity Holders

Net Profit Net Profit Margin (%)

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Note: 2018 Revenue and Net Profit included Bt.368 million interest income from SGAH. 2019 Revenue and Net Profit included Bt.195 million interest income from SGAH.

REVENUE INCREASED, LARGELY DRIVEN BY HIGHER SALES FROM THE AUTOMOTIVE PARTS SEGMENT AND SALE CONTRIBUTION OF AAPICO MAIA

11,517.00* 6.20 13,689.6 6* 5.61

• 2.0

4.0 6.0 8.0 10.0 12.0 14.0 16.0

OEM Auto Parts Car Dealers

Billions

Total Revenue by Business

2018 2019

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18.9%

• 9.6%

13,080.00* 3.87 0.79 14,256.51* 3.52 0.84 0.68

• 2.0

4.0 6.0 8.0 10.0 12.0 14.0 16.0

Thailand Malaysia Portugal China

Billions

Total Revenue by Country

2018 2019

Note: * OEM Auto Parts revenue included Bt.368 million interest income in 2018 and Bt.195 million interest income and Bt.151 gain on changes in interest in investments in associate and joint venture in 2019.

• 13.6%
• 8.9%

9.0% N/A

NET PROFIT DECREASED MAINLY DUE TO ONE-TIME EXPENSES, WHICH WERE NON-CASH EXPENSES

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7.6% 8.1% 9.1% 11.3% 4.8% 0% 3% 6% 9% 12% 15% 0.0 0.5 1.0 1.5 2.0 2.5

2015 2016 2017 2018 2019

Billions

EBIT and EBITDA

EBIT Depreciation EBITDA (%) 2.1% 3.6% 7.0% 7.3%

• 0.9%
• 3%

0% 3% 6% 9% 12% 15%

• 0.5

0.0 0.5 1.0 1.5 2.0 2.5

2015 2016 2017 2018 2019

Billions

Net Profit to Equity holders

Core profit Associate income Net profit (%)

TOTAL ASSETS INCREASED LARGELY ATTRIBUTABLE TO THE CONSOLIDATION OF AAPICO MAIA IN Q4 2019

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Current assets Loan to associates Investments PPE Other assets Account payable ST Loan+CPLTD LT Loan+Debenture Other liabilities Equity

Financial position as

• f December 2017

Financial position as

• f December 2018

Financial position as

• f December 2019

Key Milestones

2018

• Increased equity in SGAH to 49.99%.
• Signed JV with Vinfast to set up

press and assembly plant in Vietnam and supply tooling for Vinfast vehicles. +21.5% +18.8% 2019

• Increased equity in SGAH from 49.99% to

100%.

• Acquired 100% shares of AAPICO Maia, S.A.

(Portugal), including two subsidiaries.

• The Company disposed the shareholding in

JV company with Vinfast.

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MAJOR AWARDS & ACHIEVEMENTS IN 2019

Drive Award 2019 Excellence “Industrial Category” MBA Chula Alumni Association

Best Delivery Award

Ford Thailand Manufacturing

100% Delivery Performance Award

Ford Thailand Manufacturing

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MAJOR AWARDS & ACHIEVEMENTS IN 2019

Green Industry Level 3 Certificate

Ministry of Industry

Green Industry Level 3 Certificate

Ministry of Industry

Supplier Excellence Award (Quality Performance)

American Axle & Manufacturing (Thailand) Co., Ltd.

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MAJOR AWARDS & ACHIEVEMENTS IN 2019

Certificate of 2019 TCC Risk Management Activity Business Continuity Plan (BCP) Step 1-10 and Exercise Plan

Toyota Co-operation Club

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SUSTAINABILITY FOCUS IN 2019

AAPICO HAS CONFIRMED CONTINUING ORDERS GOING FORWARD

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Confirmed orders – 5 years for cars and 10-12 years for pick-up truck

ISUZU

D-Max Mu-X

Nissan

Navara Terra

TOYOTA

Hilux Revo Fortuner

FORD

Ranger Rapter Everest

Mitsubishi

Triton Pajero Sport

Honda

City HRV BRV

Toyota

HRV Camry Altis Vios Yaris

Mazda

Mazda 2 BT-50 PRO

Nissan

Teana Almera Syphy Note March

FORD

Fiesta Focus Eco Sport

AAPICO GLOBAL MANUFACTURING FACILITIES

THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

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AAPICO Facilities Other JV partners

Rushan, China Kunshan, China

Japan Taiwan Detroit, USA

Porto, Portugal London, UK

Germany New York, USA Coimbatore, India

Thailand Malaysia Singapore

AGENDA 3

TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2019 ENDED AS OF DECEMBER 31, 2019 AND THE AUDITOR’S REPORT

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AGENDA 3

BOARD OPINION:

 The Company should propose that the Annual General Meeting of

Shareholders approve the audited financial statements for the fiscal year 2019 ended as of December 31, 2019, which were considered by the Audit Committee and audited by a certified public accountant.

TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2019

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AGENDA 4

TO ACKNOWLEDGE THE INTERIM DIVIDEND PAYMENT AND NO DIVIDENDS SHALL BE PAID FOR THE PERFORMANCE FROM JULY TO DECEMBER 2019

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AGENDA 4

Dividend Policy:



The Company has a policy to pay dividend of not less than 10% of net profit after taxes. However, the decision for dividend payment is subjected to future investment plans and other necessities as the Company deems appropriate in the future. Interim Dividend Payment:



On September 12, 2019, the Company has paid the interim dividend in cash to shareholders at the rate of Baht 0.36 per share, which was amounted to Baht 113,976,411.84.

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TO ACKNOWLEDGE THE INTERIM DIVIDEND PAYMENT AND NO DIVIDENDS SHALL BE PAID FOR THE PERFORMANCE FROM JULY TO DECEMBER 2019

AGENDA 4

The reason of no dividends shall be paid for the performance from July to December 2019:



The company has losses caused by the impairment of Sakthi investment. Also, the Board would like to conserve cash due to COVID-19 may have some impact on the car industry. Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders to acknowledge the interim dividend payment and no dividends shall be paid for the performance from July to December 2019.

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TO ACKNOWLEDGE THE INTERIM DIVIDEND PAYMENT AND NO DIVIDENDS SHALL BE PAID FOR THE PERFORMANCE FROM JULY TO DECEMBER 2019

AGENDA 5

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS BY ROTATION

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AGENDA 5

Board Opinion:

 The Company should propose that the Annual General Meeting of

Shareholders approve that the following retired directors to be re- elected as the director of the Company for another term.

1.

• Mrs. Vachira Na Ranong

Independent Director and Member of Risk Management Committee

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TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS BY ROTATION

AGENDA 5

• Mrs. Vachira Na Ranong

Thai 65 Years

Independent Director Member of Risk Management Committee

Date of Appointment (Tenure): August 14, 2017 ( 2.8 years )

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TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS

Attendance BOD AC NRC RISK AGM Year 2019 4/4

• 1/1

1/1

AGENDA 5

Education:

• Master Degree in Finance and Business Administration, Marshall

University, USA

• Bachelor Degree in Finance and Banking, Chulalongkorn University

Training: Director Accreditation Program (DAP61/2007) Role of Compensation Committee (RCC2/2007) Director Certification Program (DCP124/2009) Leadership Program (CMA8) Work Experiences in the past 5 years:

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• Mrs. Vachira Na Ranong

Period Position Company 2017 – Present Independent Director AAPICO Hitech PLC 2016 - Present Independent Director / Chairman of Audit Committee S11 Group PLC 2019 - Present Advisor Thai Investors Association 2012 - 2019 President and Director Thai Investors Association

AH Shareholding : 0.01%

AGENDA 6

TO CONSIDER AND APPROVE THE REMUNERATION OF DIRECTORS FOR THE YEAR 2020

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AGENDA 6

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the remuneration of directors and its committee for year 2020

1.

The annual remuneration of directors for the year 2020 at the total amount not exceeding Baht 1,750,000.

2.

The attendance fee of the Board of Directors’ meeting at Baht 20,000 per person per meeting, the attendance fee of the Audit Committee meeting at Bath 15,000 per person per meeting, the attendance fee of the Nomination and Remuneration Committee meeting at Baht 10,000 per person per meeting, the attendance fee of the Risk Management Committee meeting at Baht 10,000 per person per meeting.

• 3. The incentive bonus for independent director for the year 2020 at the rate of 0.2% of net

profit attributable to equity holders but not exceeding the amount of Baht 3 million.

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TO CONSIDER AND APPROVE THE REMUNERATION OF DIRECTORS FOR THE YEAR 2020

THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

30 Directors’ Remuneration 2019 2020 Change

• 1. Annual Remuneration (per person / per year)
• Board of Directors
• Audit Committee
• Independent

Director

• Chairman
• Member

Baht 275,000 Baht 50,000 Baht 25,000 Baht 275,000 Baht 50,000 Baht 25,000 No change No change No change

• 2. Attendance Fee (per person / per meeting)
• Board of Directors
• Audit Committee
• Nomination and Remuneration Committee
• Risk Management Committee

Baht 20,000 Baht 15,000 Baht 10,000 Baht 10,000 Baht 20,000 Baht 15,000 Baht 10,000 Baht 10,000 No change No change No change No change

• 3. Incentive Bonus

For Independent Directors (as a group) 0.2% of Net Profit to equity holders but not exceeding Baht 3 million 0.2% of Net Profit to equity holders but not exceeding Baht 3 million No change

AGENDA 7

TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR AND THE AUDITOR’S REMUNERATION FOR THE YEAR 2020

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AGENDA 7

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the appointment of EY Office Limited as the Company’s auditor and fix the audit fee at not exceeding Baht 3,400,000- for the audit of the Company’s financial statements for the fiscal year 2020 ended as of December 31, 2020. 

The list of auditors are the following:

1.

• Ms. Vissuta Jariyathanakorn

CPA Registration No. 3853

2.

• Ms. Sumalee Reewarabandith

CPA Registration No. 3970

3.

• Mr. Khitsada Lerdwana

CPA Registration No. 4958

4.

• Ms. Vilailak Laohasrisakul

CPA Registration No. 6140

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TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR AND THE AUDITOR’S REMUNERATION FOR THE YEAR 2020

AGENDA 8

TO CONSIDER AND APPROVE THE ISSUANCE AND OFFERING FOR SALES OF DEBENTURES

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Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the issuance and offering for sales of debentures for the amount up to Baht 3,500,000,000- (three thousand and five hundred million baht), including the aforesaid authorization to Mr. Yeap Swee Chuan or a person entrusted by such authorized director of the Company

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AGENDA 8

TO CONSIDER AND APPROVE THE ISSUANCE AND OFFERING FOR SALES OF DEBENTURES

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Objective : To expand for future business, including to redeem the existing debentures issued by the Company by virtue of the resolution passed by the Annual General Meeting of Shareholders for the year 2018 convened on April 23, 2018, and to use for capital expenditures and/or working capital of the Company. Type : All types of debentures, secured or unsecured, specify or not specify the name

• f debenture holder, senior or subordinated and etc., subject to market

conditions and other relevant factors at the time of each issuance and offering

• f debentures.

Issue Size : Up to Baht 3,500,000,000 (Three thousand and five hundred million baht) which may be issued and offered in one or more series in one or several occasions and the Company may issue additional debentures on a revolving basis to replace those debentures which has been redeemed or bought back. Currency : Thai Baht and/or any other foreign currencies in the equivalent amount. Interest Rate : Subject to market conditions at the time of each issuance and offering of debentures. Tenor : Up to 10 years, with or without call/put option. Placement : The debentures may be offered in one or more series in one or several

• ccasions, and/or as a program and/or on a revolving basis. The debentures

may be offered in Thailand and/or in foreign countries to public and/or through private placement for local institutional investors and/or foreign institutional investors and/or to high net worth investors and/or board members and executives of the Company in accordance with the applicable regulations of the Securities and Exchange Commission (the "SEC") or other relevant regulations effective at the time of the issuance and offering of the debentures. Other Conditions : Subject to market conditions at the time of each issuance and offering of debentures and other relevant factors.

AGENDA 9

TO CONSIDER OTHER BUSINESSES (IF ANY)

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THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

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PROPOSED TO INCREASE DIVIDEND PAYMENT FOR 2018 AT BAHT 1.30 PER SHARE

0% 10% 20% 30% 40%

• 1.0

2.0 3.0 4.0

2014 2015 2016 2017 2018

Dividend Payment in 2013-2018

Core EPS Annual DPS Dividend Payout 0% 1% 2% 3% 4% 5% 6% 7% 5 10 15 20 25 30 35

2014 2015 2016 2017 2018

Dividend Yield

Average Share Price Dividend Yield

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Note: Dividend yield based on average share price during the year

THAILAND AUTOMOTIVE INDUSTRY IN 2020 EXPECTS PRODUCTION VOLUME AT 2.00 MILLION UNITS

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Source: The Federation of Thai Industry 2.01 2.00 0.0 0.5 1.0 1.5 2.0 2.5 3.0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Millions

Thailand Automotive Industry Overview 2002-2020F

Production Volume Domestic Sales Export Volume

Global Financial Crisis Tsunami & Flood First car campaign