Mr. Pongsak Viddayakorn, Chairman of the Board, acted as the Chairman of the Meeting.

Transcription

1 Minutes of the Extra-Ordinary General Meeting of Shareholders No. 1/2016 of Principal Capital Public Company Limited held on Wednesday, September 28, 2016 at Ball Room 2, 5 th Floor, S31 Sukumvit Hotel No. 545 Sukumvit 31Road, Klongtoey-Nue, Wattana, Bangkok The Meeting was convened at hours. Mr. Pongsak Viddayakorn, Chairman of the Board, acted as the Chairman of the Meeting. The Chairman of the Meeting welcomed the shareholders for attending Principal Capital Public Company Limited s (the Company ) Extra-Ordinary General Meeting of Shareholders No. 1/2016 (the Meeting ). The Chairman informed the Meeting that as of the date hereof, the authorized capital of the Company was in an amount of Baht 1,400,700,000 (One Thousand Four Hundred Million Seven Hundred Thousand) and as of the book closing date on 23 rd August 2016, the paid-up capital of the Company was in an amount of Baht 966,561,700 (Nine Hundred Sixty Six Million Five Hundred Sixty One Thousand and Seven Hundred) divided into 966,561,700 shares (Nine Hundred Sixty Six Million Five Hundred Sixty One Thousand and Seven Hundred) with a par value of Baht 1 each. The Chairman further informed the Meeting that at this Meeting there were 47 shareholders present in person holding 661,371,395 shares, and 55 shareholders represented by proxies holding 74,046,393 shares. Therefore, there were a total of 102 shareholders holding 735,417,788 shares, representing % of the total issued shares as of the book closing date, exceeding one-third of all issued shares, present at the Meeting. A quorum was thus constituted in accordance with the Article of Association of the Company as well as Section 103 of the Public Limited Companies Act B.E The Chairman therefore, declared the Meeting open. Prior to consideration of the matters as per the agenda, the Chairman asked Ms. Chayaporn Luannapavan, the Company s Secretary, to introduced the Company s directors and managements including the professional advisors as well as the procedural guideline for vote casting on each agenda to the Meeting. Ms. Chayaporn Luannapavan, the Company s Secretary, introduced the directors and managements including the professional advisors of the Company as follows: Directors participated in the Meeting were: 1. Mr. Pongsak Viddayakorn Chairman of the Board 2. Mr. Yarnsak Manomaiphiboon Independent Director/ Chairman of Audit Committee 3. Dr. Satit Viddayakorn Director/ Chairman of Executive Committee/ Chairman of Risk Management Committee 4. Ms. Aranya Chalermpornvarodom Independence Director/ Member of Audit Committee 5. Dr. Jutamas Ingpochai Independence Director/ Member of Audit Committee 6. Mr. Veera Srichanachaichok Director / Member of Executive Committee/ Member of Risk Management Committee/ Chief Executive Officer 7. Ms. Wichanan Supajanya Director / Member of Executive Committee 8. Ms. Seerada Tiemprasert Director 9. Ms. Patraporn Jarupat Director 1/15

2 Management participated in the Meeting was: Ms. Preeyaporn Apiwatwittaya Director of Accounting Service Department Auditor from Price Water House Coopers ABAS Ltd. participated in the Meeting was: Ms. Sunisa Worakanpinit Legal Advisors participated in the Meeting from DN36 Limited, observing and inspecting the Meeting to be transparently conducted in accordance with all applicable laws, were: 1. Ms. Nuanlada Ngamthanapaisarn; and 2. Mr. Neramit Trongpromsuk. Internal Auditor of the Company, participated in the Meeting from 24 Inter Services Company Limited, was: Ms. Kantima Kongsomyut Financial Advisors, participated in the Meeting from Asia Plus Advisory Company Limited, was: 1. Mr. Lek Sikarawit 2. Ms. Thida Boonbundon 3. Ms. Saowalak Jonglerttham; and 4. Mr. Panas Tangsritakoon Legal Advisors participated in the Meeting from Thanatip & Partners Legal Counselors Limited, were: 1. Ms. Chawalak Siwayathorn Araneta; and 2. Ms. Ploy Maneepaksin Independent Financial Advisors, participated in the Meeting from Capital Advantage Company Limited, was: 1. Mr. Patchara Netsuwan 2. Ms. Apinya Wongwanitcharat The Company s Secretary asked Mr. Neramit Trongpromsuk, Legal Advisor, to inform the procedural guideline for vote casting on each agenda to the meeting. Mr. Neramit Trongpromsuk, Legal Advisor, informed the meeting of the procedural guideline for vote casting, which could be summarized as follows: In each agenda, the shareholders shall have their voting rights equal to number of shares held by them by which one share would have one vote; The agenda No. 1 shall require resolution by a simple majority vote of all shareholders attending the meeting and entitled to vote; Agenda Nos. 2, 3 and 4 shall require the majority vote of not less than 3/4 of all shareholders attending the meeting and entitled to vote excluding those of the interested shareholders namely Dr. Satit and Ms. Pallapa Viddayakorn who, as of 23 August 2016, 2/15

3 hold an aggregate number of 661,390,400 shares, constituting approximately per cent of the total issued shares of the Company; Due to the acquisition of businesses of V Brilliant Group Holding Company Limited group as specified in agenda 2 as well as the capital increase and the allocation of shares as mentioned in agendas 3 and 4 were conditionally and related to each other. Therefore if any one out of such 3 agendas was disapproved, it shall be deemed that another agendas were disapproved too; Any shareholders who wished to cast their disapproval vote or abstain from voting in any agenda, should indicate their votes on the ballot form on the prescribed box for a disapproval vote or for an abstain vote on the distributed ballot form and show their hand so that the Company s officers would then collect the ballot from such shareholders and record the number of votes contained therein. It would be deemed that any shareholders, who did not cast their disapproval or abstain vote, casted their approval votes on such agenda and the Company shall process the vote casting and inform the resolution of the Meeting in each agenda to the shareholders; Any shareholders or proxy holders, who wished to raise any question or express any opinions, were requested to announce their names to the Meeting so that the Company would be able to record the minutes of the Meeting correctly; With regard to the vote-counting process, the Company would count the votes of the proxy-holders under the Proxy Form B and Form C, as casted by the shareholders. For any other proxy-holders, they shall cast their votes as per the orders of the shareholders; The number of shareholders and shares in each agenda may be different, since there may be other shareholders or proxies additionally attending the Meeting; Prior to consideration of the matters as per the agenda, for the purpose of fair and transparency of the vote counting, the Company s Secretary asked a minority shareholder to witness the vote counting, for which Ms. Chananthorn Jomtaisong, a minority shareholder volunteered. The Chairman then proposed to the Meeting to consider the matters on the following agenda: Agenda No. 1: To consider and adopt the minutes of the Annual General Meeting of Shareholders for Year 2016: The Chairman proposed the Meeting to consider and adopt the minutes of the Annual General Meeting of Shareholders for Year 2016 held on 26 th April 2016, a copy of which had already been distributed to the shareholders together with the Notice of the Annual General Meeting of the Shareholders. The Chairman then allowed the shareholders to raise any questions or request for any amendments to these minutes. The shareholders neither raised any questions nor requested for any amendments to these minutes. The Company s Secretary informed the Meeting that in this agenda, the number of shareholders attending and entitled to vote was as follows: Number (Person) Number (Shares) Shareholders ,386,595 Proxies 56 74,046,394 Total ,432,989 3/15

4 After due consideration, the Meeting with a unanimous vote, resolved that the minutes of the Annual General Meeting of Shareholders for Year 2016 be adopted as per the following number of votes: Approval votes 735,432,989 votes or % Disapproval votes 0 votes or 0 % Abstention 100 votes or % Prior to consideration the following agendas, Mr. Pongsak Viddayakorn, the Chairman of the Meeting, informed the Meeting that due to agendas 2, 3 and 4 were conditionally and related to each other as well as he and Dr. Satit Viddayakorn had the special interest in such agendas. He and Dr. Satit Viddayakorn would therefore leave the meeting room during the consideration of such agendas for transparency and so that the shareholders would have the independent to cast their votes. Mr. Pongsak Viddayakorn therefore assigned Mr. Yarnsak Manomaiphiboon, Independent Director and Chairman of Audit Committee to act as the Acting Chairman in agendas 2, 3 and 4. Agenda No. 2: To consider and approve the acquisition of businesses of V Brilliant Group Holding Company Limited group companies through the purchase of shares in V Brilliant Group Holding Company Limited from Ms. Satita Viddayakorn and Peak Development Holdings Ltd., who are related persons of the Company Mr. Yarnsak Manomaiphiboon, the Acting Chairman, assigned Mr. Veera Srichanachaichok, Chief Executive Officer, to present this agenda to the Meeting. Mr. Veera Srichanachaichok, Chief Executive Officer, informed to the Meeting that the Board of Directors meeting No. 6/2016 held on 5 th August 2016 resolved to propose to the shareholders meeting to consider and approve the acquisition of the businesses of V Brilliant Group Holding Company Limited ( VB ) group companies through the acquisition of approximately per cent of total issued shares of VB. In light of this, as VB holds approximately per cent of the total issued shares in each of its four subsidiaries, comprising (1) V Intelligence Company Limited; (2) V Residence Company Limited; (3) Bangkok Management Co., Ltd.; and (4) V 33 Company Limited (the Subsidiaries, and together with VB collectively referred to as the VB Group Companies ), the Company will also indirectly acquire the Subsidiaries as a result of the above acquisition of shares in VB. Currently, VB Group Companies is a group companies with profound experience in real estate development business and own various high potential real properties of different kinds, including plots of land located in the center area of Bangkok and other provinces as well as buildings and large-scale office buildings, e.g. Bangkok Business Center Building and Somerset Ekamai Hotel and Serviced Apartment (which is expected to commence its operation within 2017) and etc. The acquisition of the businesses of VB Group Companies is aimed to serve the Company s objective to expand its real estate development business and enhance its business profitability in the future In light of the acquisition of the businesses of VB Group Companies, the Company will acquire 633,089,998 shares in VB, constituting approximately per cent of total issued shares in VB (the VB Shares ) from its existing shareholders for the total consideration of not exceeding Baht 5,791,133, with the following details: 2.1 acquiring 583,599,998 ordinary shares or approximately per cent of the total issued shares of VB from Ms. Satita Viddayakorn ( Ms. Satita ) who is a related person of the Company as Ms. Satita is a daughter of Dr. Satit Viddayakorn ( Dr. Satit ), a major shareholder and director of the Company, for the total consideration of not exceeding Baht 5,338,427,879.48; and 4/15

5 2.2 acquiring 49,490,000 preference shares or approximately 7.82 per cent of the total issued shares of VB from Peak Development Holdings Ltd. (the Peak Development Holdings ) who is a related person of the Company as it is an entity in which Viddayakorn family is the ultimate beneficial owner, for the total consideration of not exceeding Baht 452,705, In this connection, the Company shall pay for the consideration of the VB Shares to Ms. Satita and Peak Development Holdings as follows: (a) the Company shall (i) issue not exceeding 1,682,201,404 new ordinary shares at Baht 2.87 per share, constituting a total value of not exceeding Baht 4,827,918,029.48, to Ms. Satita as part of the consideration for VB Shares in lieu of cash payment; and (ii) issue promissory note for the total value of not exceeding Baht 510,509,850, with a term of 3 years from its issuance date and interest rate of 1.75 per cent per annum (the Promissory Note ), to Ms. Satita as another part of the consideration for VB Shares; and (b) the Company will issue not exceeding 157,737,029 new ordinary shares at Baht 2.87 per share, constituting a total value of not exceeding Baht 452,705,273.23, to Peak Development Holdings as the consideration for VB Shares in lieu of cash payment, totalling not exceeding Baht 5,791,133, for the consideration of the VB Shares in lieu of cash payment. In this regard, when considering the offering price of the newly issued ordinary shares to be issued to Ms. Satita and Peak Development Holdings at Baht 2.87 per share, such offering price equals the market price of the Company s shares, which is calculated based on the weighted average price of the Company s shares traded on the SET during the previous 15 business days prior to the date of the Board of Directors meeting, i.e. from 13 July to 4 August Therefore, such offering price is not lower than 90 per cent of the market price pursuant to the Capital Market Advisory Board Notification No. TorJor. 72/2558 entitled Approval for Listed Companies to Offer Newly Issued Ordinary Shares by way of Private Placement. In this regard, on 8 September 2016, the Company and Ms. Satita entered into the Share Sale and Purchase Agreement (the SPA ) in order to determine terms and conditions for the acquisition of the businesses of VB Group Companies through the purchase of VB Shares from Ms. Satita and Peak Development Holdings as well as the issue and offering of the Company s newly issued ordinary shares to such persons and the issue of the Promissory Note to Ms. Satita, in lieu of cash payment. However, the above actions shall take place upon the fulfilment of all conditions precedent as specified in the SPA, including but not limited to the following conditions: (a) (b) (c) the shareholders meeting of the Company shall have approved the following matters: (1) the acquisition of the businesses of VB Group Companies through the purchase of approximately per cent of the total issued share of VB; and (2) the increase of the Company s registered capital by issuing 1,839,938,433 new ordinary shares and allocating such shares to Ms. Satita and Peak Development Holdings as consideration for the acquisition of VB Shares in lieu of cash payment; the Company having obtained an approval from the Office of the Securities and Exchange Commission (the SEC ) to offer its newly issued ordinary shares to Ms. Satita and Peak Development Holdings by way of private placement; and the meetings of the board of directors and shareholders of VB and the Subsidiaries shall have approved the change of number of directors, appointment of new directors and 5/15

6 change of the authorised directors of VB and the Subsidiaries as agreed amongst the parties. It is initially expected that if the transaction is approved by the shareholders meeting in September 2016, the Company should be able to complete the acquisition of the businesses of the VB Group Companies within October Following the entering into this transaction, Dr. Satit, Ms. Satita and Peak Development Holdings will be considered the parties acting in concert holding an aggregate number of approximately per cent of the total issued shares of the Company (or approximately per cent of total issued shares of the Company following the last exercise of warrants representing the right to purchase ordinary shares of the Company (PRINC-W1) by warrant holders in September 2016, Based on the deposit interest rate of a commercial bank on the assumption that the warrants will be exercised in their entirety) whereby Ms. Satita will make a tender offer to purchase all securities in the Company (at Baht 2.87 per share) pursuant to relevant Capital Market Supervisory Board notifications. However, the major shareholders do not have any policy to change the board of directors or management of the Company following this transaction. Furthermore, there are certain additional consideration points in relation to the acquisition of the businesses of VB Group Companies through the purchase of VB Shares as follows: (a) (b) (c) This transaction is considered a purchase or acceptance of a transfer of the business of other private companies by the Company by virtue of Section 107(2)(b) of the Public Limited Company Act B.E (as amended), which requires an approval of the shareholders meeting with not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote, excluding those of the interested shareholders namely Dr. Satit and Ms. Pallapa Viddayakorn who, as of 23 August 2016, hold an aggregate number of 661,390,400 shares, constituting approximately per cent of the total issued shares of the Company. This acquisition is considered an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board Notification No. TorJor. 20/2551 entitled Rules on the Entering into Material Transactions Deemed as the Acquisition or Disposition of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of Information and Other Acts of the Listed Company Concerning the Acquisition or Disposition of Assets, 2004 (the Major Transaction Rules ). When considering the size of the acquisition pursuant to each calculation method prescribed under the Major Transaction Rules and based on the reviewed consolidated financial statements of the Company for the three-month period ended 31 March 2016, the transaction size is of the highest value when calculated in accordance with the total value of consideration basis, which equals per cent of the total assets of the Company and its subsidiaries. In this connection, the Company did not enter into any acquisition transaction during the past six months. The transaction is consequently classified as Class 4 Transaction or backdoor listing pursuant to the Major Transaction Rules. However, the aforesaid transaction falls under the exemption from submitting a relisting application pursuant to Clause 24 of the Notification of the Board of Governors of the SET entitled Disclosure of Information and Other Acts of the Listed Company Concerning the Acquisition or Disposition of Assets, This acquisition is also considered a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 entitled Rules on Connected Transactions and the Notification of the Board of Governors of the SET entitled Disclosure of Information and Act of Listed Company Concerning the Connected Transactions, 2003 (the Connected Transaction Rules ). In this regard, Ms. Satita and 6/15

7 Peak Development Holdings are considered related persons of the Company due to the fact that Ms. Satita is a daughter of Dr. Satit, a major shareholder and director of the Company, while Peak Development Holdings is an entity in which Viddayakorn family is the ultimate beneficial owner. When considering the size of the above acquisition together with the size of all previous transactions during the past six months pursuant to the Connected Transaction Rules based on the reviewed consolidated financial statements of the Company for the three-month period ended 31 March 2016, the transaction size equals to per cent of the net tangible assets of the Company and the Subsidiaries, which is higher than 3 per cent of the net tangible assets of the Company and the subsidiaries. As a result of (b) and (c) above, the Company is required to prepare the Information Memorandum Concerning the Acquisition of Assets and Connected Transaction and appoint an independent financial advisor to provide an opinion regarding the said acquisition to the shareholders. In this regard, the Company has appointed Capital Advantage Company Limited (who is on the list of financial advisors approved by the SEC) to be its financial advisor for providing the opinion as regards the acquisition of assets and connected transactions for this transaction. In addition, the Company shall obtain approval from its shareholders meeting with a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and eligible to vote, excluding those of interested shareholders as mentioned in item (a) above. (d) As this offering is the offering of newly issued ordinary shares by way of private placement whereby the exact offering price is determined by the shareholders meeting of the Company, the Company is required to obtain approvals not only from the shareholders meeting for the offering of its newly issued ordinary shares by way of private placement, but also from the SEC under the relevant notification of the Capital Market Advisory Board prior to the offering of its newly issued ordinary shares to Ms. Satita and Peak Development Holdings. Mr. Veera Srichanachaichok, Chief Executive Officer, further informed the Meeting that currently the Company had 3 main businesses which were i) Marriott Executive Apartment Sathorn Vista-Bangkok having 181 rooms approximately; ii) building management service for Bangkok Business Center having approximate area more than 30,000 square meters and iii) information management service operated by Convergence Systems Company Limited. However, there were certain limitations on the businesses of the Company due to their size and characteristic by which the management had informed to the Meeting in the previous AGM the business expansion plans of the Company which were i) development of green filed project; ii) acquisition of the existing business having the potential assets and iii) entry into a new business that the management had expertise. In light of this, as VB holds approximately per cent of the total issued shares in each of its four subsidiaries, comprising (1) V Intelligence Company Limited; (2) V Residence Company Limited; (3) Bangkok Management Co., Ltd.; and (4) V 33 Company Limited, the Company will also indirectly acquire the Subsidiaries as a result of the above acquisition of shares in VB. In addition the Subsidiaries currently own various kinds of potential assets for 9 projects by which the management was confidence that this transaction would cause advantage to the Company in the long term. In addition, the acquisition of VB Shares from its existing shareholders for the total consideration of not exceeding Baht 5,791,133, was considered as a major transaction and required the approval of the shareholders meeting of the Company (When considering the size of the acquisition pursuant to each calculation method prescribed under the Major Transaction Rules and based on the reviewed consolidated financial statements of the Company for the three-month 7/15

8 period ended 31 March 2016, the transaction size is of the highest value when calculated in accordance with the total value of consideration basis, which equals per cent of the total assets of the Company and its subsidiaries). Besides, Ms. Satita and Peak Development Holdings were considered as the related persons of the Company due to the fact that Ms. Satita is a daughter of Dr. Satit, a major shareholder and director of the Company, while Peak Development Holdings is an entity in which Viddayakorn family is the ultimate beneficial owner. Under this transaction, the Company was not required to pay the consideration of VB Shares in cash but would issue its ordinary increased share and Promissory Note to the sellers in lieu of cash payment. 9 asset projects of VB Group Companies were comprised of 5 plots of provincial vacant land having value of 8.8% of the total value and 4 assets located in the central of Bangkok having value of 91% of the total value. Such 9 asset projects were as follows: 1. Bangkok Business Center: being the 30-storey-building currently managed by the Company located in Soi Ekamai having area approximately of 37,000 square meters with the rental area of 19,000 square meters. The 1 st to 10 th floors of such building are parking space for approximately of 300 cars and retail space. The 11 th to 30 th floors are an office rental space. Each floor has an area approximately of 900 square meters. Currently the average rental rate of such building is of Baht 510 per square meters which is quite high compared to another buildings located in the nearby area. In addition, there are also 8 serviced offices having various sizes from 60 to 100 square meters. This building belongs to V Intelligence Company Limited. 2. Serviced Apartment Soi Ekamai 2: being the 14-storey-building, 15-storey-building and 20-storey-building respectively together with an automated car park building with the capacity of 250 cars. Theses buildings belong to V Residence Company Limited. These 3 buildings, comprising of 262 rooms divided into 79 fully-serviced-type rooms, 51 back up rooms and 81 large-sized rooms (with area more than 100 square meters), 5 conference rooms with various kinds of sizes from 60 to 100 square meters with capacity from 30 to 100 persons as well as an auditorium room with capacity from 60 to 80 persons will be managed by Ascott Group under the brand Somerset. This project was expected to be fully operated by the first quarter of year Land with uncompleted hotel located at Sukhumvit 27: This uncompleted hotel was designed as 34-storey-hotel with 341 rooms by which the 1 st to 10 th floors were designed to be a common area which may be developed to retail space, ballroom or conference room. A limitation of this asset was that this asset was required to be developed as a hotel as per its design only. 4. Land with hotel located at Sukhumvit 29: Currently the owner has let other person to take on lease and operate the hotel by which the rental contract would be expired in The Company expected to develop this asset to be a condominium unit for sale. 5. Saraburi Land: having an area approximately of 10 rai located at Muaklek, adjacent to Asia Pacific University. The Company expected to develop this asset to be a care home or twin house project. 6. Angthong Land: having an area approximately of 50 rai located adjacent to the subhighway nearby the food industrial zone and power plant. The Company expected to develop this asset to be a town home project but there may be a limitation regarding zoning law. 8/15

9 7. Chiang Mai Land: having an area approximately of 30 rai located adjacent to the subhighway in Mae-rim. The Company expected to develop this asset to be a large detached home project. 8. Rayong Land: having an area approximately of 30 rai located adjacent to the highway number 3 between Mabtaput and Baanchang Industrial Estate. The Company expected to develop this asset to be a detached home and townhome project. 9. Udonthani Land: having an area approximately of 10 rai located in the central of the city adjacent to Northeastern Udon Hospital. The Company expected to develop this asset to be a low rise condominium. In light of the above, due to the above 5 plots of vacant land were located in provincial area and certain land has a zoning limitation as well as it was a new business of the Company, the Company therefore, for the purpose of risk protection, determined as the conditions in the SPA that the Company shall be entitled to sell such lands to the seller within 3 years at the land acquisition price plus carrying cost in case where the Company decided not to develop such lands by which the seller shall be responsible for all taxes and fees. In addition, the Company was not required to pay the consideration of VB Shares in cash but would issue its ordinary increased share and Promissory Note to the sellers in lieu of cash payment. In this connection, the Company shall pay for the consideration of the VB Shares to Ms. Satita and Peak Development Holdings as follows: - the Company shall issue not exceeding 1,682,201,404 new ordinary shares at Baht 2.87 per share, constituting a total value of not exceeding Baht 4,827,918,029.48, to Ms. Satita as part of the consideration for VB Shares in lieu of cash payment; - the Company shall issue promissory note for the total value of not exceeding Baht 510,509,850, with a term of 3 years from its issuance date and interest rate of 1.75 per cent per annum (the Promissory Note ), to Ms. Satita as another part of the consideration for VB Shares; and - the Company will issue not exceeding 157,737,029 new ordinary shares at Baht 2.87 per share, constituting a total value of not exceeding Baht 452,705,273.23, to Peak Development Holdings as the consideration for VB Shares in lieu of cash payment. The offering price of the share of the Company of Baht 2.87 per share equals to the market price of the Company s shares, which is calculated based on the weighted average price of the Company s shares traded on the SET during the previous 15 business days prior to the date of the Board of Directors meeting. Apart from the right to sell the lands to the seller, there was also a provision regarding the land with uncompleted hotel located at Sukhumvit 27, having the value almost 50% of the total value of the transaction and limitation that it was required to be developed into hotel only, by which if within 3 years from the SPA date, the Company sold such asset at the price lower than the acquisition cost, the seller shall compensate such deficit amount to the Company. Other important conditions of the SPA were as follows: 1. Ms. Satita shall not operate or invest in any juristic person more than 10% of its registered capital operating the business which competes with the business of the Company directly or indirectly; 9/15

10 2. Due to Ms. Satita is a major shareholder of Ratchada Business District Company Limited, being the owner of 32 rai of land located near Ratchada but such land is currently under the expropriation zone of the MRT orange line, and V Management Services Company Limited, operating restaurant business. Therefore the seller agrees to sell shares, businesses or assets of such 2 companies to the Company if the Company wishes to buy. If the seller wishes to transfer its shares or business or wishes to develop any project, the seller shall first offer to the Company for consideration. Mr. Veera Srichanachaichok, Chief Executive Officer, further clarified the Meeting the rationales the Board of Director proposed the Meeting to consider this transaction which were i) it is consistence with the business plan of the Company, ii) the Company was able to realize certain income derived from certain assets promptly; iii) assets located at Sukhumvit 27 and 29 were the high potential assets; iv) the Company was not required to pay the consideration of VB Shares in cash and v) this transaction could eliminate the conflict of interest of Viddayakorn group, being the major shareholder of the Company. The Acting Chairman then allowed the shareholders to raise any questions. Mr. Satapon Koteeranurak (A shareholder present in person) inquired i) about the IRR after the completion of the transaction; ii) whether there would be a goodwill recognized in the Company s balance sheet; and ii) status of VB Group Companies after the completion of the transaction. Mr. Veera Srichanachaichok, Chief Executive Officer explained that all details were as shown in the report of the Independent Financial Advisor. Mr. Lek Sikarawit, Financial Advisors from Asia Plus Advisory Company Limited, further replied that i) the IRR after the completion of the transaction would be around 8% and ii) this transaction was not a merger transaction but a share acquisition and VB Group Companies would still exist upon the completion of the transaction. Therefore there would not be a goodwill recognized in the Company s balance sheet Mr. Patchara Netsuwan, Independent Financial Advisors from Capital Advantage Company Limited, further replied that i) this transaction was an acquisition of VB Shares which would cause the Company to indirectly own 4 Subsidiaries of VB. Therefore no company was liquidated; and ii) due to this transaction was an acquisition of VB Shares from the persons related to the majority shareholders of the Company, the auditor was of opinion that no goodwill would be recognized but there would be a change in parents interest in subsidiary. Ms. Chawalak Siwayathorn Araneta, Legal Advisors from Thanatip & Partners Legal Counselors Limited, further replied that the acquisition of VB Shares would cause the Company to indirectly own 4 Subsidiaries of VB and after the completion of the transaction, the Company would appoint certain representatives to act as the directors of such Subsidiaries. Mr. Sirivat Vorawetwuttikhun (A proxy holder) applauded the Board of Directors and the Company s advisors due to he was of opinion that the proposed transaction was fair and transparency as well as complied with the good corporate governance principle and inquired about the income and profit of the Company after the completion of the transaction. Mr. Veera Srichanachaichok, Chief Executive Officer replied that the independent financial advisor had conducted such projection as shown in the report of the independent financial advisor. 10/15

11 Mr. Patchara Netsuwan, Independent Financial Advisors from Capital Advantage Company Limited, further replied that due to the role of an independent financial advisor is to protect the interest of the minority shareholders, the projection prepared by the independent financial advisor therefore differed from those prepared by the Company itself. In 2017, it was expected that the Company would earn an income of Baht 114 million with the profit of Baht 47 million from Bangkok Business Center and an income of Baht 189 million with the loss of Baht 7 million from Somerset Ekamai Soi 2. Mr. Anu Wongsarakit (A shareholder present in person) inquired i) how the income structure of the Company would be changed; and ii) whether there would be any effect to the earning per share and dividend of the Company. Mr. Patchara Netsuwan, Independent Financial Advisors from Capital Advantage Company Limited, replied that after this transaction had been approved by the Meeting, the Company was required to obtain the approval for issuance of the share by way of private placement from the SEC as well as the registration of the capital increase. Therefore the income derived from Bangkok Business Center and Somerset Ekamai Soi 2 (as well as depreciation cost) might be recognized by the 4 th quarter of 2016 and 1 st quarter of 2017, respectively. Initially, the earning per share would be reduced but would increase as per the profit of the assets acquired under this transaction. Mr. Satapon Koteeranurak (A shareholder present in person) inquired i) what a change in parents interest in subsidiary of Baht 2,195 million as shown in the pro forma consolidated balance sheet of VB Group Companies is; ii) how the auditor expressed his opinion on the balance sheet of VB Group Companies; and iii) about the impairment assets. Mr. Patchara Netsuwan, Independent Financial Advisors from Capital Advantage Company Limited, replied that i) due to this transaction is an acquisition of VB Shares from the persons related to the majority shareholders of the Company therefore there would be a change in parents interest in subsidiary approximately of Baht 2,000 million recognized in the balance sheet; ii) the auditor expressed his opinion unconditionally; and iii) if the assets acquired under this Transaction were unable to generate income as projected or value of such assets were decreased, there would be an impairment assets recognized in the Company s balance sheet. Mr. Rakpong Wongsarote (A shareholder present in person) inquired about the condition of the uncompleted hotel located at Sukhumvit 27 due to such hotel had been constructed for long time. Mr. Veera Srichanachaichok, Chief Executive Officer replied that the Company engaged a professional to inspect such building and it was found that such building was in good condition as well as the hotel business was currently one of the good businesses. Mr. Yarnsak Manomaiphiboon, the Acting Chairman further informed the Meeting that the consideration of the acquisition of VB Shares hereunder was the increased shares of the Company, not cash. There were no questions raised by any shareholder. The Company s Secretary informed the Meeting that in this agenda, the number of shareholders attending and entitled to vote excluding those of the interested shareholders namely Dr. Satit and Ms. Pallapa Viddayakorn who, as of 23 August 2016, hold an aggregate number of 661,390,400 shares, constituting approximately per cent of the total issued shares of the Company was as follows: 11/15

12 Number (Person) Number (Shares) Shareholders 59 30,060,106 Proxies 66 77,077,658 Total ,137,764 The Acting Chairman then proposed to the meeting to consider the matter. After due consideration, the meeting with a unanimous vote, resolved to approve the acquisition of businesses of V Brilliant Group Holding Company Limited group companies through the purchase of shares in V Brilliant Group Holding Company Limited from Ms. Satita Viddayakorn and Peak Development Holdings Ltd., who are related persons of the Company as per following number of votes: Approval votes 107,137,664 votes or % Disapproval votes 0 votes or 0 % Abstention 100 votes or % Agenda No. 3: To Consider and approve the increase of the Company s registered capital from Baht 1,400,700,000 to Baht 3,240,638,433 by issuing 1,839,938,433 new ordinary shares at Baht 1 par value per share and the amendment to Clause 4 of the Company s Memorandum of Association to reflect the increase of the Company s registered capital Mr. Yarnsak Manomaiphiboon, the Acting Chairman, assigned Mr. Veera Srichanachaichok, Chief Executive Officer, to present this agenda to the Meeting. Mr. Veera Srichanachaichok, Chief Executive Officer, informed to the Meeting that in order to accommodate the acquisition of the businesses of VB Group Companies as detailed in Agenda 2 above, the Board of Directors resolved to propose to the shareholders meeting to consider and approve the increase of the Company s registered capital in the amount of Baht 1,839,938,433 from Baht 1,400,700,000 to Baht 3,240,638,433 by issuing 1,839,938,433 new ordinary shares at Baht 1 par value per share (the New Shares ) to be allocated by way of private placement to Ms. Satita and Peak Development Holdings. Furthermore, the Board of Directors also resolved to propose to the shareholders meeting to consider and approve the amendment to Clause 4 of the Company s Memorandum of Association to reflect the increase of the Company s registered capital as follows: Clause 4 Registered capital Baht 3,240,638,433 (Three thousand two hundred and forty million six hundred and thirtyeight thousand four hundred and thirty-three Baht) Divided into 3,240,638,433 shares (Three thousand two hundred and Forty million six hundred and thirtyeight thousand four hundred and thirty-three shares) With Par value of Baht 1 (One Baht) Divided into Ordinary shares 3,240,638,433 shares (Three thousand two hundred and Forty million six hundred and thirtyeight thousand four hundred and thirty-three shares) 12/15

13 Preference shares - - In this regard, the person(s) authorised by the Board of Directors for the registration of the amendment to the Memorandum of Association with the Department of Business Development, the Ministry of Commerce shall be granted the power to amend and add any wordings or perform any acts in order to comply with the registrar s orders in all respects. The Acting Chairman allowed the shareholders to raise their questions on this presented agenda. There were no questions raised by any shareholders. The Company s Secretary informed the Meeting that in this agenda, the number of shareholders attending and entitled to vote excluding those of the interested shareholders namely Dr. Satit and Ms. Pallapa Viddayakorn who, as of 23 August 2016, hold an aggregate number of 661,390,400 shares, constituting approximately per cent of the total issued shares of the Company was as follows: Number (Person) Number (Shares) Shareholders 59 30,060,106 Proxies 66 77,077,658 Total ,137,764 The Acting Chairman then proposed to the meeting to consider the matter. After due consideration, the meeting with a unanimous vote, resolved to approve the increase of the Company s registered capital from Baht 1,400,700,000 to Baht 3,240,638,433 by issuing 1,839,938,433 new ordinary shares at Baht 1 par value per share and the amendment to Clause 4 of the Company s Memorandum of Association to reflect the increase of the Company s registered capital as per following number of votes: Approval votes 107,137,664 votes or % Disapproval votes 0 votes or 0 % Abstention 100 votes or % Agenda No. 4: To consider and approve the allocation of not exceeding 1,839,938,433 newly issued ordinary shares at Baht 1 par value per share by way of private placement to Ms. Satita Viddayakorn and Peak Development Holdings Ltd., who are related persons of the Company Mr. Yarnsak Manomaiphiboon, the Acting Chairman, assigned Mr. Veera Srichanachaichok, Chief Executive Officer, to present this agenda to the Meeting. Mr. Veera Srichanachaichok, Chief Executive Officer, informed the Meeting that the Board of Directors resolved to propose to the shareholders meeting to consider and approve the allocation of not exceeding 1,839,938,433 New Shares at Baht 1 par value per share at the offering price of Baht 2.87 per share by way of private placement to Ms. Satita and Peak Development Holdings, the related persons of the Company, totalling not exceeding Baht 5,280,623,302.71, as part of the consideration to be paid to the above persons for the acquisition of the businesses of VB Group Companies through the purchase of VB Shares in lieu of cash payment which details were as follows: Private Placement New Shares of the Company VB Shares 13/15

14 allocated to the Seller Number (Share) Value (Baht) Number (Share) 1. Ms. Satita 1,682,201,404 4,827,918, ,790,768 (Ordinary Shares) 2. Peak 157,737, ,705, ,490,000 Development (Preferred Holdings Shares) Value (Baht) 4,827,918, ,705, Total 1,839,938,433 5,280,623, ,280,768 5,280,623, In addition, the Board of Directors meeting resolved to authorise the Chief Executive Officer or the person appointed by the Board of Directors who does not have any interest in the transaction, to consider and determine the criteria, conditions and other details relating to the issue and allocation of the New Shares as necessary and pursuant to relevant laws and regulations, including but not limited to determining the offering date and subscription payment procedures. The Acting Chairman allowed the shareholders to raise their questions on this presented agenda. There were no questions raised by any shareholders. The Company s Secretary informed the Meeting that in this agenda, the number of shareholders attending and entitled to vote excluding those of the interested shareholders namely Dr. Satit and Ms. Pallapa Viddayakorn who, as of 23 August 2016, hold an aggregate number of 661,390,400 shares, constituting approximately per cent of the total issued shares of the Company was as follows: Number (Person) Number (Shares) Shareholders 59 30,060,106 Proxies 66 77,077,658 Total ,137,764 The Acting Chairman then proposed to the meeting to consider the matter. After due consideration, the meeting with a unanimous vote, resolved to approve the allocation of not exceeding 1,839,938,433 newly issued ordinary shares at Baht 1 par value per share by way of private placement to Ms. Satita Viddayakorn and Peak Development Holdings Ltd., who are related persons of the Company as per following number of votes: Approval votes 107,137,664 votes or % Disapproval votes 0 votes or 0 % Abstention 100 votes or % Subsequent to the completion of this agenda, Mr. Yarnsak Manomaiphiboon, the Acting Chairman invited Mr. Pongsak Viddayakorn and Dr. Satit Viddayakorn to the Meeting and Mr. Pongsak Viddayakorn acted as the Chairman of the Meeting in the following agenda. Agenda No. 5: To consider other agenda (if any) The Chairman allowed the shareholders to raise any question or suggestion. 14/15

15 Mr. Anu Wongsankit (A shareholder present in person) inquired whether the New Shares of the Company allocated to the seller would be under any silent period. Mr. Lek Sikarawit, Financial Advisors from Asia Plus Advisory Company Limited, replied that the New Shares of the Company allocated to the seller would not be under any silent period. Mr. Sirivat Vorawetwuttikhun (A proxy holder) thanked Viddayakorn Family and the advisors to show that they had not taken any advantage on the minority shareholder under this transaction. Since there were no questions raised by any shareholders, the Chairman addressed that on behalf of the Board of Directors, management, and all employees of the Company, he would like to express his gratitude to all shareholders and proxy holders as well as relevant persons for attending the Meeting, and then declared the Meeting adjourned. The meeting was adjourned at hours. Signed -Signature- Chairman Mr. Pongsak Viddayakorn Signed -Signature- Company s Secretary/ Minute Recorder Ms. Chayaporn Luannapavan 15/15