Thoresen Thai Agencies Public Co. Ltd. · SET:TTA
Thoresen Thai Agencies Public — Thoresen Thai Agencies — Shareholder Meeting (January 2008)
28 slides from Thoresen Thai Agencies Public's shareholder meeting presentation, Jan 31, 2008
Slide 1: Annual General Meeting of Shareholders No. 1/2008
Thoresen Thai Agencies PLC Annual General Meeting of Shareholders No. 1/2008 31 January 2008 HK000N9P
Slide 2: Important notice
Important notice This presentation is being furnished to you solely for your information and for your use and may not be copied, reproduced or redistributed to any other person in any manner. You agree to keep the contents of this presentation and these materials confidential. The information contai
Slide 3: Agenda for Consideration and Approval
Agenda for Consideration and Approval 1 To approve the minutes of the previous 1/2007 EGM held on 6 August 2007 To acknowledge and approve TTA’s performance for the financial year ended 30 2 September 2007 To approve the audited balance sheet, the profit and loss statement, and the 3 statement of re
Slide 4: Approve Minutes of EGM No. 1/2007
1 To approve Minutes of the Extraordinary General Meeting of Shareholders No. 1/2007 − Meeting held on 6 August 2007 − 471 shareholders present, constituting 41.54% of total issued shares − Selected key agendas to consider and approve: 9 Issue of convertible bonds 9 Change in registered share capita
Slide 5: TTA awarded Thailand's Best-Managed Company
Our proud moment: TTA awarded Thailand’s Best-Managed Company Thailand’s Best-Managed Company AWARDS “Thoresen Thai is an extremely well managed company which should be priced like any other regional shipping counter” Criteria - Prudence and intelligence of strategy - Well-explained corporate strate
Slide 6: FY2007 was a good year
To acknowledge and approve TTA’s 2 3 performance and financial statements for FY 2007 FY2007 was a good year… − Strong financial performance with high revenue growth – 36% increase in TC rates – 32% of fleet on period time charter – 13% of vessel days on contracts of affreightment – Improvement in b
Slide 7: Consistent growth across business lines
To acknowledge and approve TTA’s 2 3 performance and financial statements for FY 2007 (Cont’d) TTA achieved strong revenue growth due to higher dry bulk freight rates and day rates in offshore services (THB million) TTA Net Profit Contribution FY 2006 FY 2007 YoY Growth (%) Business Shipping Revenue
Slide 8: Conservative balance between sources and uses of cash
To acknowledge and approve TTA’s 2 3 performance and financial statements for FY 2007 (Cont’d) 2005 2006 2007 Net Cash Flow from 130.30% 169.36% 144.86% Operations/CAPEX Total Debt/Total Capital 0.49 0.43 0.36 Revenue Growth(*) 42.22% 8.00% 26.26% Asset Growth 23.48% 18.86% 21.62% (*) Excludes forei
Slide 9: TTA performs in line with the industry in key financial metrics
To acknowledge and approve TTA’s 2 3 performance and financial statements for FY 2007 (Cont’d) Financial Metrics, Last 4 Years 90% TTA 85% 80% 77% Industry Average 70% 59% 60% 53% 52% 49% 50% 50% 46% 47% 45% 44% 39% 40% 37% 31% 30% 20% 10% 0% EBITDA Margin EBITDA Growth Net Profit Margin Net Income
Slide 10: Board recommendation on FY2007 performance and financial statements
To acknowledge and approve TTA’s 2 3 performance and financial statements for FY 2007 (Cont’d) The Board recommends the Company’s performance for FY2007 should be acknowledged and approved Required approval: 51% The Board recommends the Company’s audited financial statements be approved Required
Slide 11: Acknowledge interim dividend payments
To acknowledge interim dividend 4 payments − Board meeting held on 15 May 2007 − Resolved to pay interim dividends to shareholders, whose names appeared on share register book as of 30 May 2007, at THB 0.75 per share − Interim dividends were paid on 14 June 2007 The Board recommends shareholders to
Slide 12: Amendment to dividend policy
To approve allocation of annual dividend 5 payments and amendment to dividend policy Objective − To comply with new accounting policy requiring investment in subsidiaries to be changed from Equity method to Cost method − SET requires listed companies review their dividend policies − In line with mar
Slide 13: No intention to lower dividend payments
To approve allocation of annual dividend 5 payments and amendment to dividend policy (Cont’d) − Despite new dividend policy, TTA has no intention to lower dividend payments − Continued to maintain strong capital structure and source external funding to support capital investments and regular dividen
Slide 14: Dividend per share continued to increase
To approve allocation of annual dividend 5 payments and amendment to dividend policy (Cont’d) Dividend Payment Per Share (THB) Dividend Payment Calculation 0.90 22% growth (THB) 2006 2007 0.75 0.70 0.65 Net profits 3,502,443,330 4,968,515,223 Less foreign exchange -742,092,519 -723,363,372 gains Rea
Slide 15: Board recommends annual dividend and policy amendment
To approve allocation of annual dividend 5 payments and amendment to dividend policy (Cont’d) The Board recommends shareholders to approve annual dividend payments and the proposed amendments to the existing dividend policy Required approval: 51% 15 HK000N9P
Slide 16: Rigorous process to create a strong Board of Directors
To approve appointment of directors to 6 replace those who are retiring by rotation Nomination Committee considers TTA’s business strategies including business diversification and regional expansion Assess composition of existing directors and performances Identify key experiences needed for the Boa
Slide 17: Director nominees: existing and new directors
6 To approve appointment of directors to replace those who are retiring by rotation (Cont’d) Details of recommendations Existing directors 1. 2. 3. 1. M.R. Chandram S. Chandratat 2. M.L. Chandchutha Chandratat 3. Mr. Sak Euarchukiati New directors Education − MBA, Yale University, USA − BA, Williams
Slide 18: Board recommends approval of four nominees
To approve appointment of directors to replace 6 those who are retiring by rotation (Cont’d) The Board recommends that the shareholders approve the four nominees as directors to replace the four retiring directors 18 HK000N9P
Slide 19: Directors' remuneration policy objectives
To approve the directors’ remuneration 7 policy and fix directors’ remuneration Objective − To align with Director Compensation Best Practices of the Thai Institute of Directors Association − To attract high quality directors locally and regionally − Corresponds with increasing roles and responsibil
Slide 20: Board instrumental in growing the shipping group
To approve the directors’ remuneration policy 7 and fix directors’ remuneration (Cont’d) − The Board insisted management to come up with a medium-term fleet renewal plan and associated financing to complete the plan Dry bulk − Timely decision given current market conditions will not support the ship
Slide 21: Number of Board Meetings Per Year
To approve the directors’ remuneration policy 7 and fix directors’ remuneration (Cont’d) Number of Board Meetings Per Year 14 13 10 2005 2006 2007 Highly committed board of directors responsible for all key investments and financing decisions 21 HK000N9P
Slide 22: Average annual directors' compensation per person
7 To approve the directors’ remuneration policy and fix directors’ remuneration (Cont’d) Average annual directors’ compensation per person (THB) 6,893,026 1,371,049 1,120,417 945,000 TTA Median* Average* Max* Existing compensation significantly below market practice Note: - Directors’ compensation i
Slide 23: Performance-linked compensation scheme
7 To approve the directors’ remuneration policy and fix directors’ remuneration (Cont’d) Performance-linked compensation scheme Forecast Net Portion > Additional Non- Additional Dividends to Total director Income* THB 2 billion Remuneration executive Remuneration Shareholders at Remuneration (THB) (
Slide 24: Board recommends approval of director remuneration
7 To approve the directors’ remuneration policy and fix directors’ remuneration (Cont’d) The Board of Directors is of an opinion that the shareholders are recommended to consider and approve the director remuneration package Required approval: 66.67% 24 HK000N9P
Slide 25: Appointment of auditors for FY ending September 2008
To appoint auditors for the financial year 8 ending 30 September 2008 − The Audit Committee has nominated PricewaterhouseCoopers ABAS Limited as the auditor for the financial year ending 30 September 2008 − Auditor’s fees expected to decrease by Baht 221,000, or a 6.93% decline from the previous yea
Slide 26: Disciplined fleet expansion and renewal critical to growth
To consider and approve purchase of four 9 new build vessels from PT PAL Indonesia — Most recent vessel purchases emphasise younger and larger vessels Since 2004, US$ 272 million invested to acquire 15 ships / 536,204 DWT Ship costs US$ 18 million on average, with 35,474 DWT and was 11.3 years o
Slide 27: Newbuild vessels from PT PAL Indonesia
To consider and approve purchase of four 9 new build vessels from PT PAL Indonesia (Cont’d) − PT PAL has capacity to deliver vessels by 2009-2010, which is timely for TTA − Positive opinion by Independent Financial Advisor, Far East Securities Vessels Reaching 25 Years Current Contracted Newbuild Ve
Slide 28: Board recommends approval of four newbuild vessels purchase
To consider and approve purchase of four 9 new build vessels from PT PAL Indonesia (Cont’d) The Board of Directors recommends shareholders to consider and approve the purchase of four new build vessels Required approval: 75% 28 HK000N9P
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