Thanulux Public Company Limited Minutes of the 39 th Ordinary Shareholders Meeting

Transcription

1 Thanulux Public Company Limited Minutes of the 39 th Ordinary Shareholders Meeting Meeting Date : Tuesday, 23 April 2013 Meeting Venue : Chao Phraya Conference Room 1, Montien Riverside Hotel, No. 372 Rama 3 Road, Bangkhlo Sub-district, Bang Khor Laem District, Bangkok Number of : As at the date for determining shareholders entitled to attend the shareholders meeting on Shareholders Monday,25 March 2013 and the listing of names pursuant to section 225 of the Securities and Exchange Act by the close of share transfer register on Tuesday, 26 March 2013, there were a total of 699 shareholders in the Company holding an aggregate amount of 120,000,000 shares.. Meeting commenced at hours All members of the Board of Directors and Company Committees, the Chief Financial Officer, Company Secretary and Company Auditor were present at the meeting, as follows: 1. Mr. Boonsithi Chokwatana Advisory Director Nominating Committee Member Chairman of the Remuneration Committee 2. Mrs. Varindr Leelanuwatana Chairman of the Board of Directors Chairman of the Executive Committee Nominating Committee Member Remuneration Committee Member 3. Mr. Manu Leelanuwatana Director Chairman of the Nominating Committee 4. Mr. Supotch Pakaworawuth Managing Director Risk Management Committee Member 5. Miss Dusadee Soontrontumrong Deputy Managing Director Remuneration Committee Member Chief Financial Officer 6. Mr. Wichai Suthitivanich Director Advisory Director for Foreign Affairs 7. Mr. Padoong Techasarintr Independent Director and Chairman of the Audit Committee 8. Mr. Wanchai Umpuengart Independent Director and Audit Committee Member Chairman of the Risk Management Committee 9. Associate Prof. Nares Kesaprakron Independent Director and Audit Committee Member Minutes of the 39th Ordinary Shareholders Meeting Page 1 of 13

2 10. Mr.Krish Follett Independent Director and Audit Committee Member Company Secretary: Mr. Supachoke Sirichantaradilok Executive Officers: 1. Mr. Somphol Chaisiriroj Senior Vice President of Men s Wear Department A 2. Mr. Suchart Layluxsiri Deputy Vice President of Men s Wear Department B 3. Miss Kochakorn Puengsiricharoen Deputy Vice President of Exports and Leather Products 4. Miss Siriporn Hanudomlap Deputy Vice President of Human Resources 5. M.L Sirapirom Teeraprasert Deputy Vice President of Organizational Strategy Auditors acting as witnesses in the counting of votes: 1. Mr. Anusorn Kiatgungwalgri Auditor Licence No Mrs. Kwunjai Kiatgungwalgri Auditor Licence No of ASV and Associates Company Limited Mr.Supachoke Sirichantaradilok, the Company Secretary, informed the meeting that as at hours, there were a total of 83 shareholders and proxies present at the 39 th ordinary meeting of shareholders, representing 126 shareholders with an aggregate amount of 110,500,842 shares, equivalent to percent of the issued and paid-up share capital. A meeting quorum was thereby constituted under article 36 of the Company Articles, which required not less than 25 shareholders and proxies in attendance, or not less than one-half (1/2) of the total number of shareholders holding an aggregate amount of not less than one-third (1/3) of the total number of distributed shares (40.0 million shares). Mrs.Varindr Leelanuwatana, the Chairman of the Board of Directors, was invited to preside over the meeting and deliver her opening remarks. Mrs.Varindr Leelanuwatana, the Chair of the meeting, welcomed the shareholders to the 39 th Annual General Meeting.And before proceeding the meeting, Mrs.Varindr Leelanuwatana introduced the Company Directors, all Company Committees and the Company Secretary. She reported that the Chairman, Chairmen of all Company Committees and the Chief Financial Officer were present. Mr. Supotch Pakaworawuth, the Managing Director, was then instructed to conduct the meeting in accordance with the agenda. Before commencing, the Managing Director introduced the Executive Officers and Auditors acting as witnesses in the counting of votes who were present at the meeting. The Company Secretary was instructed to provide essential information to the meeting before proceeding in accordance with the agenda, as follows: 1. The Company appreciates the significance of providing fair and equal safeguards for shareholders rights. The Company had thus given opportunities to shareholders to submit matters which were viewed as appropriate for inclusion in the agenda of the ordinary meeting of shareholders and/or nominate persons for election as directors prior to the determination of the meeting agenda, between 1 December and 30 December However, there did not appear to be any shareholder who submitted a matter for inclusion in the agenda and/or nominated a person for election as a director. 2. Procedures for passing resolutions in this meeting would adhere to article 43 of the Company Articles, i.e. 1 share equaled 1 vote. Votes would be cast openly. Shareholders were able to cast votes of approval, disapproval or abstention in each agenda. Vote counting would be conducted by counting only the votes of disapproval or abstention in each agenda. Thereafter, such votes would be deducted from the total number of votes in attendance of the meeting. The Minutes of the 39th Ordinary Shareholders Meeting Page 2 of 13

3 remainder would be deemed as votes of approval for such agenda. In the event that a shareholder has authorized a proxy to attend the meeting and cast votes as indicated by the shareholder, and the proxy letter had been sent to the Company in advance, the Company would have already recorded the votes according to the shareholder s intentions in the votes processing system. Voting would be divided into 2 cases, as follows: 1. In any agenda, except for the election of Directors, those disapproving or abstaining were requested to raise the voting placards received at the time of registration. Members of staff would count the number of votes and at the same time hand out ballot papers. Shareholders were requested to fill in their registration numbers and state their opinions as well as sign the ballot papers, which were then immediately collected by staff members. 2. In the election of a Director, all shareholders were given ballot papers at the time of registration. The Company would hold the election of each Director individually. In the event of a person disapproving or abstaining in the election of any Director, he/she would raise his/her voting placard in the election of such director. A member of staff would record such votes. Shareholders were requested to state their opinions on the ballot paper received at the time of registration which should also be signed. Members of staff would collect the ballot papers from all shareholders at the conclusion of the agenda. In the event that a shareholder registered to attend the meeting after its commencement, the Company Secretary would inform the meeting prior to the commencement of the relevant agenda. The shareholder would then have the right to cast a vote in the agenda which deliberations had not yet begun, and the Company would record the votes of the shareholder attending the meeting in progress as constituting the quorum as from the agenda voted upon in the minutes. So as to facilitate the orderly and transparent registration of shareholders and vote-counting in each agenda, the Company used a Barcode System in the administration of the meeting. All shareholders would observe the voting results on the screens both sides of the stage at the same time. Directors, in their capacities as shareholders, requested to exercise their rights to vote in approval of the proposals made by the Board of Directors in all agenda. In the event that a shareholder granted a proxy to a Director, the votes would be cast in accordance with the stipulations made by the shareholder in the proxy letter. Prior to the commencement of Agenda 1, 1 additional shareholder/proxy representing 1 shareholder with an aggregate amount of 340 shares was present at the meeting. As a result, the total number of shareholders present at the meeting thence was 84 persons representing 127 shareholders with an aggregate amount of 110,501,182 shares, or percent of the issued and paid-up shares. Agenda 1 Approval of the Minutes of the 38 th Ordinary Shareholders Meeting held on 24 April 2012 The Managing Director informed the meeting that the Company had sent a copy of the minutes of the 38 th Ordinary Shareholders Meeting held on 24 April 2012 to the Stock Exchange of Thailand and published the same in the website of Thanulux Public Company Limited within 14 days as from the date of ordinary shareholders meeting. The minutes were also sent to the Department of Business Development, the Ministry of Commerce, within the period prescribed by law. A copy of the minutes had been sent to the shareholders along with the notice of invitation to the meeting, as per attachment 1. The Board of Directors was of the opinion that such minutes already represented an accurate record. An opportunity was given for shareholder questions but no question was posed by any shareholder. It was thereby submitted to the meeting for consideration. Minutes of the 39th Ordinary Shareholders Meeting Page 3 of 13

4 After consideration, the meeting passed a resolution to approve the minutes of the 38 th Ordinary Shareholders Meeting held on 24 April 2012 by the unanimous votes of shareholders present at the meeting and eligible to vote, as follows: Total Number of Shareholders 127 Shareholders Total Number of Votes 110,501,182 Votes Percentage Approvals 127 Shareholders 110,501,182 Votes 100 Prior to the commencement of Agenda 2, 1 additional shareholder/proxy representing 1 shareholder with an aggregate amount of 200 shares was present at the meeting. As a result, the total number of shareholders present at the meeting thence was 85 persons representing 128 shareholders with an aggregate amount of 110,501,382 shares, or percent of the issued and paid-up shares. Agenda 2 Acknowledgement of Board of Directors Report on the Previous Annual Period The Managing Director informed the meeting that the report of the Board of Directors and operating results of the Company in the annual period of 2012 had been included in the Annual Report of 2012, which had been sent to the shareholders in CD-Rom format along with the notice of invitation to the meeting as per attachment 2. An opportunity was given for shareholder questions but no question was posed by any shareholder. The Managing Director informed the meeting that since this agenda was for acknowledgement, no resolution was required. It was therefore requested that the meeting proceed to the next agenda. Prior to the commencement of Agenda 3, there were no additional attendees. Agenda 3 Approval of Financial Statements as at 31 December 2012 The Managing Director informed the meeting that the financial statements, comprised the statements of financial position, comprehensive income, changes in shareholders equity, cash flows and notes to the financial statements as at 31 December 2012, as well as the auditor s report, had been prepared in accordance with generally accepted accounting principles. The financial statements had been audited and certified by a licensed auditor and had also been approved by the Audit Committee and the Board of Directors, details of which had been provided in the Annual Report of 2012 in CD-ROM format as per attachment 2, which had already been sent to the shareholders along with the notice of invitation to the meeting. The highlights for 2012 according to the Company Financial Statements were as follows: total assets of Baht 3, million, total liabilities of Baht million, shareholders equity Baht 3, million, total revenues of Baht 2, million, net earnings of Baht million, equivalent to an earnings per share of Baht The Managing Director provided an opportunity for shareholder questions but no question was posed by any shareholder. The matter was thereby submitted to the meeting for consideration. After consideration, the meeting passed a resolution to approve the financial statements as at 31 December 2012 by the unanimous votes of shareholders present and eligible to vote, as follows: Minutes of the 39th Ordinary Shareholders Meeting Page 4 of 13

5 Prior to the commencement of Agenda 4, there were no additional attendees. Agenda 4 Approval of Distribution of Earnings and Dividend Payments The Managing Director informed the meeting that the retained earnings to be distributed in this period according to the Company s financial statements were as follows: Undistributed Rolled-Over Retained Earnings 1,692,900,900 Baht Net Earnings for ,512,211 Baht Total Distributable Earnings 1,993,413,111 Baht The Board of Directors sought approval for the following distribution from the ordinary meeting of shareholders: Reserve Required by Law : Requirement Fulfilled; No Further Reserves Required This Year General Reserve for the Company s Security 15,000,000 Baht Dividend at Baht 1.20 Per Share, a total of 144,000,000 Baht Balance of Undistributed Earnings Carried Forward 1,834,413,111 Baht Payment would be made from 1. BOI promotion activities in the Kabinburi 4 Project, Promotion Certificate No. 1627(2)/2554, at the rate of Baht 0.16 per share for 120 million shares in the amount of Baht million. 2. BOI promotion activities in the Lamphun 4 Project, Promotion Certificate No. 1628(2)/2554, at the rate of Baht per share for 120 million shares in the amount of Baht million. **Shareholders who were natural persons will not be entitled to tax credits under section 47 bis of the Revenue Code for dividends paid from investment activities under 1. and Non-investment promotion activities subject to 30 percent tax at the rate of Baht per share for 120 million shares in the amount of Baht million. Natural person taxpayers were able to obtain tax credits under section 47 bis of the Revenue Code at the rate of 3/7. Dividends would be paid out to persons whose names appeared on the record date on Thursday, 2 May 2013, and share transfer registration was suspended on Friday,3 May 2013 in order to assemble the names pursuant to section 225 of the Securities and Exchange Act. Payment of the dividend would become due on 17 May Details of Dividend Payout Net Earnings (million Baht) Number of Shares (million shares) Minutes of the 39th Ordinary Shareholders Meeting Page 5 of 13

6 3. Dividends (Baht /share) Interim Dividend (Baht /share) Final Dividend (Baht /share) Total Dividends Payable (million Baht) Dividends to Net Earnings Ratio (%) The dividend payout in 2012 at Baht 1.20 per share was higher than the Baht 1.10 per share payout in 2011, and higher than the Baht 0.85 per share payout in This dividend payout rate was consistent with the Company s dividend policy and did not have an impact on the Company s liquidity. The Managing Director provided an opportunity for shareholder questions but no question was posed by any shareholder. The matter was thereby submitted to the meeting for consideration. After consideration, the meeting passed the unanimous resolution to approve the distribution of Baht 15 million as general reserves and to approve a dividend payout of Baht 1.20 per share for 120 million shares in the total amount of Baht million. Payment would be made from BOI activities in the Kabinburi 4 Project, Promotion Certificate No. 1627(2)/2554, in the amount of Baht million, Lamphun 4 Project, Promotion Certificate No. 1628(2)/2554 in the amount of Baht million, and from non-boi activities subject to 30 percent tax in the amount of Baht million. Dividend payment would become due on 17 May The unanimous vote consisted of shareholders present and eligible to vote, as follows: Prior to the commencement of Agenda 5, there were no additional attendees. Agenda 5 Election of Directors to Replace Directors Retiring at the Expiration of Term and Determination of Directors Remuneration (5.1) Election of Directors to Replace Directors Retiring at the Expiration of Term The Managing Director informed the meeting that there were currently 10 Directors registered with the Ministry of Commerce. Article 21 of the Company Articles provided that in every annual ordinary shareholders meeting, onethird (1/3) of the Directors had to retire. If the number of Directors could not be evenly divided into three parts, then the closest number to one-third (1/3) should retire. Retiring Directors could be re-elected. In the 39 th ordinary meeting of shareholders, there were 3 Directors retiring at the expiration of term, namely: 1. Mr. Manu Leelanuwatana Director 2. Mr. Supotch Pakaworawuth Director Minutes of the 39th Ordinary Shareholders Meeting Page 6 of 13

7 3. Mr. Wanchai Umpuengart Independent Director and Audit Committee Member As Mr. Manu Leelanuwatana and Mr. Wanchai Umpuengart had expressed their intentions to decline reappointments for another term, the Nominating Committee, excluding interested persons, therefore proceeded to examine the qualifications of 1 retiring Director and 2 other persons. After consideration, a resolution was passed to nominate the following persons for election as Company Directors: 1. Mr. Supotch Pakaworawuth Director 2. Miss Marin Leelanuwatana Director 3. Pol. Lt. Gen. Amarin Niemskul Independent Director and Audit Committee Member in lieu of Mr. Wanchai Umpuengart, and will remain in office for the latter s remaining term. The Board of Directors, excluding the nominated Directors, after wide discussions, approved the proposal made by the Nominating Committee.The qualifications of each serving Director were reviewed. Mr. Supotch Pakaworawuth, a serving Director, was found to have possessed knowledge, ability and had performed satisfactorily as a Director and Company Committee Member, applying experience to giving policy advice to the Company and continually contributing to the Company s success. As for the nominations of new Directors, i.e. Miss Marin Leelanuwatana and Pol. Lt. Gen. Amarin Niemskul, both were viewed as having knowledge, abilities and experience in a range of matters as well as possessing a far-reaching vision. All 3 nominated Directors also possessed the qualifications under the Public Limited Companies Act B.E (1992), regulations of the Capital Market Supervisory Board and Company Articles. The nominations were thence submitted to the ordinary meeting of shareholders for election as Company Directors. Under section 86 of the Public Limited Companies Act B.E (1992) and article 30 of the Company Articles, a Company Director was prohibited from becoming a director of another company operating a business of identical character and in competition with the Company s businesses, except where notice had been given to the meeting of shareholders. Therefore, notice was thereby given to the meeting of shareholders prior to voting on the resolution to elect Directors that Mr. Supotch Pakaworawuth was a director of Thai Takaya Company Limited, an enterprise which operated an identical business to and was in competition with the Company. The curriculum vitae of all three persons nominated for election as Company Directors and the definition of Independent Director, as per attachments 3 and 4, had already been sent to the shareholders along with the notice of invitation to the meeting. An opportunity was given for shareholder questions. As no question was posed by any shareholder, the meeting was informed that a voting procedure which was different to other agenda applied to the agenda on the election of Directors. It was thereby requested that shareholders cast votes of approval, disapproval or abstentions. Shareholders were advised to cast votes on the ballot paper for each individual Director. Upon completion of voting for all 3 Directors, the ballot papers should be submitted to the Company staff for safekeeping as evidence. Thereafter, the matter of election of the following persons, individually, to become Company Directors was submitted to the meeting for consideration: 1. Mr. Supotch Pakaworawuth Director After consideration, the meeting passed a resolution of approval by the unanimous votes of shareholders present at the meeting and eligible to vote, as follows: Minutes of the 39th Ordinary Shareholders Meeting Page 7 of 13

8 2. Miss Marin Leelanuwatana Director After consideration, the meeting passed a resolution of approval by the unanimous votes of shareholders present at the meeting and eligible to vote, as follows: 3. Pol. Lt. Gen. Amarin Niemskul Independent Director and Audit Committee Member in lieu of Mr. Wanchai Umpuengart, and will remain in office for the latter s remaining term. After consideration, the meeting passed a resolution of approval by the unanimous votes of shareholders present at the meeting and eligible to vote, as follows: Therefore, the Company Board of Directors for 2013 comprised 10 Directors, as follows: 1. Mr. Boonsithi Chokwatana 2. Mrs. Varindr Leelanuwatana 3. Mr. Supotch Pakaworawuth 4. Miss Dusadee Soontrontumrong 5. Mr. Wichai Suthitivanich 6. Mr. Padoong Techasarintr 7. Associate Prof. Nares Kesaprakorn 8. Mr. Krish Follett 9. Miss Marin Leelanuwatana 10. Pol. Lt. Gen. Amarin Niemskul The Company has 4 Independent Directors, namely Mr. Padoong Techasarintr, Associate Prof. Nares Kesaprakorn, Mr. Krish Follett and Pol. Lt. Gen. Amarin Niemskul, which comprises more than 1 in 3 of the entire Board composition. All 4 Independent Directors are also Audit Committee Members. The legal provisions have been duly complied with. (5.2) Determination of Directors Remunerations The Managing Director reported to the meeting that pursuant to article 32 of the Company Articles, the Company was prohibited from distributing sums of money or other properties to a Director, except for the payment of remuneration pursuant to the rights and other benefits normally payable to a Company Director, excluding remuneration or welfare Minutes of the 39th Ordinary Shareholders Meeting Page 8 of 13

9 receivable by a Director in the capacity of an employee or worker of the Company. In 2012, the 38 th ordinary meeting of shareholders determined Directors remuneration in an amount not exceeding Baht 9 million per year and the Company had paid out a total of Baht 8,177,000. Payment was made to the Board of Directors as meeting allowances in the amount of Baht 328,000 and annual fees in the amount of Baht 6,850,000, to the Audit Committee as meeting allowances in the amount of Baht 856,000, to the Nominating Committee as meeting allowances in the amount of Baht 52,000, to the Remuneration Committee as meeting allowances in the amount of Baht 52,000 and to the Risk Management Committee as meeting allowances in the amount of Baht 39,000. For the year 2013, the Board of Directors had approved the proposal made by the Remuneration Committee, which had carried out an appraisal of the Board of Director s performance, operating results, the remunerations limit approved by the meeting of shareholders and the amount of remunerations paid out in the previous year, and a comparison with practices in the same business sector, including due regard to the powers, duties and responsibilities of Directors. The Board of Directors found it appropriate to propose to the general meeting of shareholders to determine the remuneration of Directors in an aggregate amount not exceeding Baht 10,000,000, excluding the remuneration or welfare benefits which the Directors received in their capacities as employees or workers of the Company, as follows: Meeting Allowances 2013 (Baht/person/meeting) 2012 (Baht/person/meeting) Board of Directors Chairman 10,000 10,000 Director 8,000 8,000 Audit Committee Monthly Basis Chairman 10,000 10,000 Member 8,000 8,000 Quarterly Basis Chairman 60,000 60,000 Member 30,000 30,000 Nominating Committee Chairman 10,000 10,000 Member 8,000 8,000 Remuneration Committee Chairman 10,000 10,000 Member 8,000 8,000 Risk Management Committee Chairman 6,000 6,000 Member 5,000 5,000 In any event, meeting allowances would only be paid to those present at the meeting. As for the Directors annual fees, all Directors would be paid pursuant to the allocation determined by the Remuneration Committee. The proposed remuneration would come into effect as from the day of approval by the ordinary meeting of shareholders until further change. The total amount of remuneration, in aggregate, should not exceed the limit approved of Baht 10,000,000 by the ordinary meeting of shareholders. Minutes of the 39th Ordinary Shareholders Meeting Page 9 of 13

10 Under section 90 of the Public Limited Companies Act B.E (1992), payment of remunerations shall be made pursuant to a resolution of the shareholders meeting comprising not less than two thirds of the shareholder votes present at the meeting. An opportunity was given for shareholder questions but no question was posed by any shareholder. The matter was thereby submitted to the meeting for consideration. After consideration, the meeting passed a resolution to approve the determination of remunerations for Company Directors in the amount not exceeding Baht 10,000,000 per year as proposed. The resolution was passed by the unanimous votes of shareholders present and eligible to vote, as follows: Prior to the commencement of Agenda 6, there were no additional attendees. Agenda 6 Appointment of Auditor and Determination of Audit Fee The Managing Director informed the meeting that pursuant to article 49 and article 50 of the Company Articles, an Auditor must not be a Director, employee, worker or hold any position in the Company. The Auditor must be elected by the ordinary meeting of shareholders each year. The retiring Auditor could be re-elected. In 2012, the ordinary meeting of shareholders approved the appointment of Auditors from A.S.V. Associates Company Limited and an audit fee of Baht 881,500, as well as other service fees incurred during the 2012 accounting period, consisting of fees for the review of contractual compliance with regard to royalty calculations and reviews of compliance with investment promotion certificates, in a total amount of Baht 101,000, and audit fees for subsidiaries in the amount of Baht 425,000. These fees had already been disclosed in the notice of invitation to the ordinary meeting of shareholders. For 2013, the Board of Directors approved the selection and proposal made by the Audit Committee, after giving due regard to the independence, performance, proper working standards and qualifications pursuant to the Company s Articles and Regulations of the Office of the Securities and Exchange Commission. Comparisons were also made between the workload and audit fees paid by other comparable listed companies and it was found that the audit fee was appropriate. The appointment of the following Company Auditors was therefore submitted to the ordinary meeting of shareholders for approval: 1. Mr. Anusorn Kiatgungwalgri, licensed auditor number 2109 and/or 2. Mrs. Kwunjai Kiatgungwalgri, licensed auditor number 5875 of the A.S.V. and Associates Company Limited for another term, being the 4 th term. The following audit fees were proposed for 2013: 1. Fee for review of financial statements in quarters 1,2 and 3 369,000.- Baht 2. Audit fee for the period ending 31 December 512,500.- Baht Total 881,500.- Baht This amount was equal to the audit fee for In any event, A.S.V. and Associates Company Limited and the proposed list of auditors did not have any relationship and/or interest in the Company/subsidiary companies/executive officer/major shareholder or any person connected thereto. Minutes of the 39th Ordinary Shareholders Meeting Page 10 of 13

11 An opportunity was given for shareholder questions but no question was posed by any shareholder. The matter was thereby submitted to the meeting for consideration. After consideration, the meeting passed a resolution to appoint Mr. Anusorn Kiatgungwalgri, licensed auditor no. 2109, and/or Mrs. Kwunjai Kiatgungwalgri, licensed auditor no. 5875, of A.S.V. and Associates Company Limited, as Company Auditors for The amount of audit fees was determined as detailed above, in the total amount of Baht 881, The resolution was passed by the unanimous votes of all shareholders present and eligible to vote, as follows: Prior to the commencement of Agenda 7, there were no additional attendees. Agenda 7 Amendment of Article 3 of the Memorandum of Association (Article 13 of the Company Objects) The Managing Director informed the meeting that, in line with the Company s operations at present, and having regard to the excess liquidity enjoyed by the Company, part of which have been administered as loans, thus in order to obtain security for the loans, the Company finds it appropriate to accept mortgages as debt security. It is therefore proposed that article 3 of the Memorandum of Association with respect to article 13 of the Company Objects, as follows: Current article 13. To obtain loans, give loans, obtain overdrafts with or without security or to act as a guarantor, pledge or accept pledges, mortgage both immovable and movable properties and to accept mortgage of property as performance bonds of Company employees, sell the Company s properties on consignment for the benefit of the operations. Amended article 13. To obtain loans, overdrafts from banks, juristic persons or other financial institutions and to give loans or credit by other means with or without security, to pledge or accept pledges, mortgage immovable and movable property, accept mortgage of property as performance bond for Company employees, accept mortgage as debt security, sell properties on consignment, purchase properties on consignment for the benefit of the Company s business and to provide security or act as a guarantor for any person or juristic person or with respect to such person s or juristic person s performance of contracts, in particular customers and other persons or juristic persons having contact with the Company including the acceptance, issuance, transfer and endorsement of financial instruments or other negotiable instruments, excluding those transacted in the business of financial institutions. In regard to the amendment of article 3 of the Memorandum of Association, article 13 of the Company Objects, it is requested that the meeting grant authority to the Board of Directors to make further changes to the text or wording of the Company Objects as amended pursuant to the advice of the Public Limited Companies Registrar, Department of Business Development, Ministry of Commerce. Under section 31 of the Public Limited Companies Act B.E (1992), an amendment of the Memorandum of Association in regard to article 3 on the Company Objects shall be adopted by the votes of not less than three-thirds (3/4) of the total number of shareholder votes present at the meeting. Minutes of the 39th Ordinary Shareholders Meeting Page 11 of 13

12 An opportunity was given for shareholder questions but no question was posed by any shareholder. The matter was thereby submitted to the meeting for consideration. After consideration, the meeting passed a resolution to approve the amendment of article 3 of the Memorandum of Association (Article 13 Company Objects) as proposed and authority was granted to the Board of Director to make further changes to the text or wording of the Company Objects as amended pursuant to the advice of the Public Limited Companies Registrar, Department of Business Development, Ministry of Commerce. The resolution was passed by the unanimous votes of shareholders present and eligible to vote, as follows: Prior to the commencement of Agenda 8, there were no additional attendees. Agenda 8 Other Items The Managing Director offered an opportunity for shareholder questions or proposals. Mr. Chatchaloem Ong-arttansal, proxy of the Thai Investors Association, in the capacity of a shareholder, posed the following question: In the past, several listed companies have faced trademark issues where foreign trademark owners have decided to operate businesses themselves. The shareholder would like to know what approaches the Company had in place to manage such risks. The Chairman gave an explanation that Thanulux Public Company Limited is one company which operates a business and uses foreign trademark in its trade. However, this risk is deemed as minimal due to the sound relationship and longstanding cooperation between the Company and trademark owners. The trademark Arrow, for instance, has been represented by the Company for over 30 years. Guy Laroche is another trademark which has been represented by the Company for almost 30 years. The operations between the Company and the trademark owners could be said to be a winwin situation. In other words, we are able to expand the market successfully led by the said trademark, while they were able to supply us with the knowhow on design and manufacturing techniques. Both parties have treated one another honestly and in the past cooperation had always been on an agreeable basis. Nonetheless, the Company has appreciated that such risks did exist and has therefore promoted the manufacture of products carrying trademarks registered to the Company, e.g. BSC and CADEAU children s wear. The Company is also searching for market opportunities elsewhere in the region. As there were no further proposals to the meeting and no further shareholder questions, Mrs. Varindr Leelanuwatana, the Chair of the Meeting, expressed her gratitude to all shareholders for showing trust in the Board of Directors continuing management of this Company. In the light of such delegation, the Board of Directors was keen to work at its greatest competence for the benefit of all shareholders, employees and the organization. All shareholders were Minutes of the 39th Ordinary Shareholders Meeting Page 12 of 13

13 once again thanked for the time sacrifices made in attending this meeting and they were all invited to enjoy the cocktail reception and refreshments prepared by the Company. Meeting Closed hours Recorder... (Mr. Supachoke Sirichantaradilok) Company Secretary... (Mrs. Varindr Leelanuwatana) Chair of the Meeting Minutes of the 39th Ordinary Shareholders Meeting Page 13 of 13