Seafresh Industry Public Company Limited

Transcription

1 LB March 20, 2009 Subject : Invitation to Annual Ordinary General Meeting of Shareholders No. 1/2009 To : Shareholders of Seafresh Industry Public Company Limited Attachments : 1) A copy of the Minutes of the 1/2008 Annual Ordinary General Meeting of Shareholders 2) The 2008 Annual Report 3) Profile of Directors Nominated Directors for Re-Election 4) Proxy Form B 5) Documents required for registration and Proxy Assignment 6) The Company s Article of Association relevant to Shareholders Meeting 7) Map of the Meeting Venue The Board of Directors of Seafresh Public Company Limited had resolved to hold the 1/2009 Annual Ordinary General Meeting of Shareholders at a.m. on Thursday April 23, 2009 at the Silom 1 Room Underground Floor, Holiday Inn Hotel, 981 Silom Road, Bangrak District, Bangkok to consider the following agenda:- 1. Agenda 1: To consider and adopt the Minutes of the 1/2008 Annual Ordinary General Meeting of Shareholders held on April 28, 2008 Rationale and Background : The Company held the 1/2008 Annual Ordinary General Meeting of Shareholders held on April 28, 2008 as per the minutes of the meeting details shown in Attachment 1. Opinion of The Board : The Minutes of the 1/2008 Annual Ordinary General Meeting of Shareholders held on April 28, 2008 as detailed in Attachment 1 had been accurately recorded, the Board of Directors, therefore recommend shareholders to acknowledge and approve the minutes. 2. Agenda 2: To consider and adopt the Company s Annual Report and the Board of Directors Report for the Year 2008 Rationale and Background : The Company s Operating Performance of the year 2008 can be found in the Company s Annual Report and the Board of Directors Report which was attached together with this invitation letter as per Attachment 2. Opinion of The Board : The Board of Directors acknowledged and proposed the Company s Annual Report and the Board of Directors Report on the Company s Operating Performance of the Year 2008 to the Shareholders for acknowledgement. 3. Agenda 3: To consider and approve the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2008 as approved by External Audit and Audit Committee Rationale and Background : The Company s Balance Sheet, Profit and Loss Statement for the year ended December 31, 2008 was reviewed and endorsed by the Audit Committee and also certified by the External Auditors. Opinion of The Board : Shareholders were invited to consider and approve the Audited Balance Sheet, Profit and Loss Statement for the year ended December 31, 2008 which was reviewed and endorsed by the Audit Committee and also certified by the External Auditors. -1-

2 4. Agenda 4: To consider and approve the Allocation of Net Profit for Dividend Payment for the Year 2008 s Operational Results Rationale and Background : The Company s net profit for 2008 of Baht 46,403,860 and the accumulated profit as of December 31, 2008 at Baht 172,226,496 has enabled the company to pay the annual dividend at no less than 40% of the net profit after income tax deduction. However, according to the Act B.E SET regulations, article 115 and the company s Article of Association clause 37, the company is not allowed to pay dividend from the source of funds other than the profit or if the company is under accumulated loss. The dividend payment must be allocated equally per share. According to the Act B.E SET regulations, article 116 and the company s Article of Association clause 38, the company has to allocate a reserved fund of no less than 5% of the annual net profit after the deduction of the accumulated loss (if any) until such fund reached the amount of no less than 10% of registered capital. Dividend Payment Comparison (Proposed) Net profit (Baht) 46,403,860 7,594,803 Paid up shares (Shares) 425,795,000* 428,975,000 (Right to receive the dividend*) Dividend per share (Baht) Dividend payment (Baht) 106,448,750 68,636,000 Ratio of Dividend payment per Net profit (%) *In the Year 2008, the Company had the share repurchased is amount of 3,180,000 shares, which has not the right of receive dividend. Opinion of the Board : The Board of Directors agreed to propose to the Shareholders to consider and approve the allocation of the annual dividend payment at 0.25 Baht per share totaling Baht 106,448,750 or % of 2008 net profit and allocated the reserved fund according to the regulations at the amount of Baht 2,320, The dividend payment will be made to shareholders whose names appear on the shareholders registration list by March 13, Agenda 5: To consider and approve the Director election in replacement for Director who retire by rotation and fix their remuneration for the year To appoint directors to succeed those completing their terms Rationale and Background : The Article 14 of the Company s Article of Associations stated that in every Annual General Meeting, one-third or the nearest to one third of the directors who served the company longest will be retired by rotation; however, the retired directors are eligible for re-election. The two directors who will retire by rotation are as follows: 1. Dr. Sorachai Bhisalbutra Position Independent Director 2. Mrs. Supannee Punnasri Position Independent Director Opinion of the Board : The Board of Directors, excluding directors who might have conflict of interests, considered and opined that the two retiring directors who are completing their terms; Dr. Sorachai Bhisalbutra and Mrs. Supannee Punnasri are reelected as directors for another term. Both directors are knowledgeable with experience and contribute useful opinions to the company. (Please see profiles of these 2 retiring directors in the Attachment 3 enclosed.) The Company had invited all shareholders to nominate any qualified persons to be elected as Company s Directors as well as to propose any meeting agenda through the company s website at However, there was neither proposal of Director Nominee submitted to the Company. -2-

3 5.2 To fix the remuneration of the directors for the year 2009 Rationale and Background : The directors remuneration would be reviewed and approved annually by the Board of Directors. The amount of the remuneration should be in the similar level within the same industry and commensurate with the duty and responsibility of each director. Opinion of the Board : The shareholders meeting, by the recommendation of the Remuneration and Nomination Committee, should consider and approve the remuneration of the directors for the year 2009 an amount of not exceeding Baht 1,000,000. (Management Directors are not given meeting allowance). The company paid the remuneration of Baht 864,445 and Baht 818,889 in 2007 and 2008 respectively. The only sub-committee of the company is the Audit Committee whose roles and responsibility is stated in the annual report under the Management one page Agenda 6: To consider and approve the Company s Auditors appointment and fix their remuneration for the year 2009 Rationale and Background : Rationale and Background: In compliance with the Act B.E for SET for the shareholders meeting to appoint and fix the auditing fee annually, the audit committee and the board of directors have considered and proposed to the shareholders meeting to consider appointing the Ernst & Young Office Limited as the Company s auditor for the year 2009 and appoint one of the following auditors to audit the company s and its subsidiaries as follows: 1. Ms.Sumalee Reewarabandith, CPA No and/or (Replace to Mrs.Nonglak Pumnoi, CPA No.4172 that authorized signature on Company s Financial Statement since for appropriateness) 2. Miss Roongnapa Lertsuwannakul, CPA No and/or (Never signed the company s financial statement) 3. Mr. Sophon Permsiriwallop, CPA No and/or (Never signed the company s financial statement) Opinion of The Board : The Board of Directors have agreed to appoint Ms.Sumalee Reewarabandith, CPA No and/or Miss Roongnapa Lertsuwannakul, CPA No and/or Mr. Sophon Permsiriwallop, CPA No and/or from the Ernst & Young Office Limited as the company s auditors during the year The appointment has been approved by the Audit Committee with the annual audit fee of Baht 730,000.00, which maintained at the same rate from the year (The above fees are excluded out of pocket) During the year 2008, the company and its subsidiary used only the auditing service and not other services of the auditing office or other business related to the auditors or the auditing office they belong to, therefore, the appointed auditors could conduct their duty independently without any conflict of interests. The Audit Committee has considered the selected auditors and the auditing fee as well as proposing their opinion to the Board of Directors for the Shareholders Meeting to approve the appointment of Ms.Sumalee Reewarabandith, CPA No and/or Miss Roongnapa Lertsuwannakul, CPA No and/or Mr. Sophon Permsiriwallop, CPA No and/or from the Ernst & Young Office Limited as the company s auditors during the year 2009 together with the annual audit fee of Baht 730,

4 7. Agenda 7: To consider other issues (if any) The company has invited all shareholders to propose additional agenda through the company s website: however, no agenda has been proposed. The Company fixed the Record Date for shareholders entitled to attend and cast votes in the meeting and right to receive the dividend on Friday March 13, 2009 and book closing on which the shareholders listed as specified in Section 225 of the Securities and Exchange Act on Monday March 16, 2009 in the past. Shareholders are invited to attend the meeting on the date, time and place as mentioned above. The registration will start from a.m. In case any shareholders are unable to attend the meeting and wish to appoint representatives and the following Independent Directors as proxy holders to attend and cast vote on their behalves, the attached proxy forms are required to be duly signed and filled in for submission at the reception counter before the meeting. 1. Dr.Kamales Santivejkul* Independent Director, Age 58 years. Address: 12/1 Soi Saimithr, Sukhumvit 58 Road, Bang chak district, Phra Khanong, Bangkok Dr.Worapong Leewattanakit* Independent Director, Age 38 years. Address: 471/452 Sri Ayutthaya Road, Phyathai district, Ratchathewi, Bangkok The above Directors have not interest in any agenda items. These particulars were present in the annual report page 18. Any shareholders wish to receive the Annual Report 2008 on printed, please inform details of name and address and FAX to or contact to Khun Rungtip Tel Yours Sincerely, Mr. Narit Chia-Apar Chairman -4-

5 Attachment 1 Minutes of Shareholders Meeting Seafresh Industry Public Company Limited No. 1/2008 Monday 28 th April, 2008 Sukhothai Room, Narai Hotel, 222 Silom Road, Khwaeng Suriyawong, Khet Bangrak, Bangkok Mr. Narit Chia-Apar chaired and commenced the meeting at a.m. by thanking the shareholders for their attendance and invited the secretary of the meeting, Khun Soontaree Chiaranunt to report the numbers of present shareholders and proxy holders attending the today s meeting. The secretary reported that there are a total of 69 shareholders and proxy holders attending the meeting with a total of 309,612,248 shares or 72.17% of the 428,975,000 total shares which constituted the Quorum and introduced the Board of Directors and the company s Executive Officers as follows: List of Board of Directors and the company s Executive Officers who attend the meeting: Mr. Narit Chia Apar Mrs. Tassanee Youngmeevithya Dr. Kamales Santivejkul Dr. Sorachai Bhisalbutra Dr. Worapong Leewattanakit Mrs. Supannee Punnasri Chairman of the Board of Directors and Chief Executive Officer Director and Senior Vice President Finance and Administration Chairman of the Audit Committee and Independent Director Audit Committee and Independent Director Audit Committee and Independent Director Independent Director Mr. Narongrit Chiarawongvanit, Director and Senior Vice President Resource Management was unable to attend the meeting due to his prior commitment for the company s business in its Chumphon Office. The auditor from the Ernst & Young Office Limited who attended the meeting was Mrs. Nonglak Pumnoi, CPA No The secretary of the meeting explained the voting procedures of each agenda to the meeting and proposed the following agenda for consideration: Agenda 1: To consider approval of the minutes of Shareholders Meeting No. 1/ The secretary of the meeting proposed to the meeting the approval of the minutes of shareholders meeting no. 1/2007 held on April 30, The minutes of the meeting was sent with the invitation letter of this shareholders meeting. - No shareholders have any objection or request for revision of the minutes of the meeting. - The meeting considered and conducted the voting procedures. The meeting unanimously approved the minutes of the shareholders meeting no. 1/2007 held on April 30, 2007 with 309,612,248 votes and no disapproved votes or abstains. Agenda 2: To consider approval of the annual report and report of the Board of Directors on the past year operating performance - The secretary of the meeting proposed to the meeting to consider and approve the company s operating performance 2007 and the annual report of the past year. - There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures. The meeting acknowledged and unanimously approved the Board of Directors annual report on the past year performance with 309,612,248 votes and no disapproved votes or abstains. -5-

6 Agenda 3: To consider approval of the Balance Sheet and Profit & Loss for the fiscal year ending December 31, The secretary of the meeting proposed to the meeting to consider and approve the Balance Sheet and Profit & Loss together with the auditor s report for the fiscal year ending December 31, 2007 as per the Annual Report sent to the shareholders. The report was audited and certified by the auditor with no conditions and remarks. - There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures. The meeting considered and unanimously approved the Balance Sheet and Profit & Loss together with the auditor s report for the fiscal year ending December 31, 2007 with 309,612,248 votes and no disapproved votes or abstains. Agenda 4: To consider approval of the dividend payment and profit allocation from the 2007 operating performance. - The secretary of the meeting informed the meeting that according to the Act B.E SET regulations, article 115 and the company s Article of Association clause 37, the company is not allowed to pay dividend from the source of funds other than the profit or if the company is under accumulated loss. The dividend payment must be allocated equally per share. According to the Act B.E SET regulations, article 116 and the company s Article of Association clause 38, the company has to allocate a reserved fund of no less than 5% of the annual net profit after the deduction of the accumulated loss (if any) until such fund reached the amount of no less than 10% of registered capital as of December 31, The company has a net profit Baht 7,594,803 and the accumulated profit of Baht 200,427,377. The Board of Directors has considered and approved the allocation of the annual dividend payment from the accumulated profit as at December 31, 2007 parts of which is under the BOI s privileges at Baht 0.16 per share totaling Baht 68,636,000 or % of 2007 net profit and allocated the reserved fund according to the regulations at the amount of Baht 379, The dividend payment will be made to the shareholders whose names are registered as at April 8, 2008 by May 23, There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures. The meeting considered and unanimously approved the allocation of the annual dividend payment from the accumulated profit as at December 31, 2007 parts of which is under the BOI s privileges at Baht 0.16 per share totaling Baht 68,636,000 or % of 2007 net profit and allocated the reserved fund according to the regulations at the amount of Baht 379, with 309,612,248 votes and no disapproved votes or abstains. Agenda 5: To consider approval of the Election of the Directors retiring per expiration of terms and fixing of the directors remuneration 2008 Agenda 5.1 To consider approval of the Election of the Directors retiring per expiration of terms - The secretary of the meeting informed the meeting that according to the Article 14 of the Company s Article of Associations stated that in every Annual General Meeting, one-third of the directors will be retired by rotation; however, the retired directors are eligible for re-election. The two directors who will retire by rotation this year are Mr.Kamales Santivejkul and Mrs.Tassanee Youngmeevidhya. -6-

7 - The Board of Directors excluding directors who might have conflict of interests, considered and opined that the two retiring directors are knowledgeable with experience in various fields. They have displayed the utmost integrity, responsibility, accountability and conduct the business with the vision and ethics during the entire period of their duties and fully participated in all the Board of Directors Meetings during the year The Board of Directors therefore proposed to shareholders that the two retiring directors; Mr.Kamales Santivejkul and Mrs.Tassanee Youngmeevidhya be reelected as directors for another term. To display transparency, the secretary of the meeting invited all shareholders to consider Mr.Kamales Santivejkul and Mrs.Tassanee Youngmeevidhya and be elected as Company s Directors. - There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures for reelection of retiring director individually. The meeting considered and unanimously approved the reelection and appointment of the 2 directors for another term with the following voting results: 1) Mr.Kamales Santivejkul 309,612,248 votes and no disapproved votes or abstains. 2) Mrs.Tassanee Youngmeevidhya 309,612,248 votes and no disapproved votes or abstains. Agenda 5.2 To consider fixing the directors remuneration for The secretary of the meeting proposed to the meeting to consider the directors remuneration for the year The Board of Directors considered and approved the remuneration of the directors as meeting allowance for the year 2008 at the amount of not exceeding Baht 1,000,000 per year. Each independent director will be given the meeting allowance each time attending the meeting. Directors with absenteeism will not be given such allowance. - There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures. The meeting considered and unanimously approved the directors annual remuneration for the meeting allowance at the amount of Baht 1,000,000 per year as proposed with 309,612,248 votes and no disapproved votes or abstains. Agenda 6: To consider the appointment of the auditor and fix the auditing fee The Secretary of the meeting informed that in compliance with the Article 120 of the Article of Association B.E for SET which stated that the shareholders meeting to appoint and fix the auditing fee annually. the audit committee proposed to the shareholders meeting to consider appointing Mrs. Nongluck Poomnoi, CPA No and/or Miss Rungnapa Lertsuwankul, CPA No and/or Mr. Sophon Permsiriwanlop, CPA No from the Ernst & Young Office Limited as the Company s and its subsidiary s auditors for the year 2008 with the auditing fee of Baht 730,000.00, an increase of Baht 40, or 5.79% from 2007 due to the additional work. - There have been no questions from the shareholders. - The meeting considered and conducted the voting procedures. The meeting considered and unanimously approved the appointment of Mrs. Nongluck Poomnoi, CPA No and/or Miss Rungnapa Lertsuwankul, CPA No and/or Mr. Sophon Permsiriwanlop, CPA No from the Ernst & Young Office Limited as the Company s and its subsidiary s auditors for the year 2008 with the auditing fee of Baht 730, with 309,612,248 votes and no disapproved votes or abstains. -7-

8 Agenda 7: To consider other issues (if any) - The secretary of the meeting has invited all shareholders to propose other issues for consideration in the meeting. - There is no additional questions from the meeting and the chairman of the meeting thanked all shareholders for their attendance and announced the meeting adjourned at a.m.. Chairman of the meeting Mr. Narit Chia-Apar -8-

9 Attachment 3 Profile of directors completing their terms Name Dr.Sorachai Bhisalbutra Proposed position Independent Director Age 68 Present Position Independent Directorand Member of Audit Committee Education Ph.D (Statistics) Oklahoma State University, USA Directorship Course Directors Accreditation Program (DAP) Directorship Position Director since 1992-Present totaling 17 years Working Experience Present - Senior Advisor to Dean & Director Research Department, Dhurakijbundit University Deputy Dean-Research & Development Department, Dhurakijbundit University Director of research center and business administration, Faculty of Commerce and Accountancy, Chulalongkorn University President of Thai Statistical Association Directorship in other Companies - Listed Company : Nil - Non-Listed Company : Nil - Connected Company : Nil - Other Related Company : Nil No. of Shares - 150,000 shares equal to 0.03% of the total eligible shares Meeting History - Attended 11/11 Board of Director Meeting Attended 11/11 Audit Committee Meeting 2008 Profile of directors completing their terms Name Mrs. Supannee Punnasri Proposed position Independent Director Age 49 Present Position Independent Director Education Bachelor of Medical Science (Certificate of Medical) Directorship Course Directors Accreditation Program (DAP) Directorship Position Director since 2005-Present totaling 4 years Working Experience present, Director: E.B. International Co.,Ltd , Medical Doctor: Samui, Chiangrai, Churalongkorn Hospital Directorship in other Companies - Listed Company : Nil - Non-Listed Company : 1 Company 1. Director: E.B. International Co.,Ltd. - Connected Company : Nil - Other Related Company : Nil No. of Shares - 360,000 shares equal to 0.08% of the total eligible shares Meeting History - Attended 10/11 Board of Directors Meeting 2008 Director Recruiting Criteria The selection of persons who will be appointed as company s directors will not come from Nominating Committee process as the company does not have recruiting committee. However, the Board of directors have reviewed and considered the candidates qualifications in terms of their experiences, management knowledge and performance during the past year and found Dr.Sorachai Bhisalbutra and Mrs. Supannee Punnasri to be highly qualified, knowledgeable and capable for the directorship position with the company. Definition of Independent Director Qualification of Independent Director is equal to the specification of the Stock Exchange of Thailand and the Securities and Exchange Commission, Thailand, the Qualification of Independent Director are present in this Annual Report in section of The Principles of Good Corporate Governance no.5.1 Structure of the Board of Directors one page

10 Attachment 4 Proxy (Form B) Stamp Duty Baht 20 Shareholder Registration No.. Made at.. Date Month... Year.... (1) I/We,..Nationality.Residing at No... Road Sub district... District. Province. Postal Code Country... (2) As a shareholder of Seafresh Industry Public Company Limited, holding the total amount of. shares, and the voting right equals to vote as follows; Ordinary Share. shares, equal to voting right votes..votes (3) Here by appoint one of the following; 1... Age.. Residing at No.. Road. Subdistrict... District.. Province... Postal Code Country Age.. Residing at No.. Road. Subdistrict... District.. Province... Postal Code Country Age.. Residing at No.. Road. Subdistrict... District.. Province... Postal Code Country Dr.Kamales Santivejkul Independent Director, Age 58 years. Address: 12/1 Soi Saimithr, Sukhumvit 58 Road, Bang chak district, Phra Khanong, Bangkok Dr. Worapong Leewattanakit, the Independent Director and Audit Committee, Age 38 years of age Residing/Located at 471/452 Sri Ayudhya Road, Tung Payathai, Rachthevee, Bangkok As my/our proxy to attend and vote in the General Meeting of Shareholders at a.m. on Thursday April 23, 2009 at the Silom 1 Room Underground Floor, Holiday Inn Hotel, 981 Silom Road, Bangrak District, Bangkok or at any adjournment thereof to any other date, time and venue. (4) I/We, hereby authorize the Proxy to vote on my/our behalf in this meeting as follows; Agenda 1: To consider and adopt the Minutes of the 1/2008 Annual Ordinary General Meeting of Shareholders held on April 28, 2008 (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: -10-

11 Agenda 2: To consider and adopt the Company s Annual Report and the Board of Directors Report for the Year 2008 (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: Agenda 3: To consider and approve the Company s Balance Sheet, Profit and Loss Statement for the Year Ended December 31, 2008 as approved by External Audit and Audit Committee (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: Agenda 4: To consider and approve the Allocation of Net Profit for Dividend Payment for the Year 2008 s Operational Results (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: Agenda 5: To consider and approve the Director election in replacement for Director who retire by rotation and fix their remuneration for the year To appoint directors to succeed those completing their terms (A) (B) Approve the appointment of all Directors Approve the appointment of certain Directors as follows: Vote for all the nominated candidates as a whole Vote for an individual nominee 1. Mrs. Tassanee Youngmeevithya 2. Dr. Kamales Santivejkul 5.2 To fix the remuneration of the directors for the year 2009 (A) (B) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. The Proxy must cast the votes in accordance with my / our following instruction: -11-

12 Agenda 6: To consider and approve the Company s Auditors appointment and fix their remuneration for the year 2009 (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: Agenda 7: To consider other issues (if any) (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion. (B) The Proxy must cast the votes in accordance with my / our following instruction: (5) Voting of proxy in any agenda that is not as specified herein shall be considered as invalid and not my voting as a shareholder. (6) If I/We do not specify or clearly specify my/our intention to vote in any agenda, or if there is any agenda considered in the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorize to consider the matters and vote on my/our behalf as the Proxy deems appropriate. Any acts undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect. Signed.... Grantor (. ) Signed... Proxy (.. ) Signed... Proxy (.. ) Signed... Proxy (.. ) Remarks: 1. A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the vote on its behalf and all votes of a shareholder may not be split for more than one proxy. 2. In respect of the agenda as to the appointment and election of the directors, either the whole set of the directors or only certain member may be voted for. 3. In the event that there is any further agenda apart from specified above brought into consideration in the Meeting, the proxy may use the Annex to the Form of Proxy (Form B) -12-

13 Annex to the Form of Proxy (Form B) Grant of proxy as a shareholder of Seafresh Industry Public Company Limited At the General Meeting of Shareholders at a.m. on Thursday April 23, 2009 at the Silom 1 Room Underground Floor, Holiday Inn Hotel, 981 Silom Road, Bangrak District, Bangkok or at any adjournment thereof to any other date, time and venue. Agenda Subject. (A) (B) The proxy shall vote independently as to his/her consideration. The proxy shall vote according to the shareholder s requirement as follows; Agenda Subject. (A) (B) The proxy shall vote independently as to his/her consideration. The proxy shall vote according to the shareholder s requirement as follows; Agenda Subject. (A) (B) The proxy shall vote independently as to his/her consideration. The proxy shall vote according to the shareholder s requirement as follows; Agenda Subject: To approve the appointment of new directors (A) (B) The proxy shall vote independently as to his/her consideration. The proxy shall vote according to the shareholder s requirement as follows; Vote for all the nominated candidates as a whole Vote for an individual nominee 1. Name 2. Name 3. Name 4. Name -13-

14 Attachment 5 Documents required for registration in attending the meeting and Guideline for Proxy Assignment 1. In the event that the shareholder is an ordinary person 1.1 In case of self attendance, each individual share holder attending the meeting is required to kindly show up at the registration desk and to identify him/her by submitting the valid identification card or government official identification card or passport (for non-thai nationality) for registration. 1.2 In case of proxy, the proxy holder is required to submit the following documents: (A) Duly filled in and signed Proxy Form both by the grantor and proxy holder as attached to this invitation letter. (B) Duly signed by grantor copy of shareholder s valid document as in 1.1. (C) Duly signed copy of proxy holder s valid document as in In the event that the shareholder is a juristic person 2.1 In case of self attendance by authorized representative of the shareholder, the following documents are required: (A) Authorized representative s document issued by official as in 1.1. (B) A copy of the company affidavit of juristic shareholder duly certified true copy by the authorized representative (s) of the custodian with the content stating the juristic representative attending the meeting is authorized to act on behalf of the juristic person who is the shareholder. 2.2 In case of proxy, the proxy holder is required to submit the following documents: (A) Duly signed Proxy Form both by the grantor and the proxy holder as attached to this invitation letter. (B) A copy of the company affidavit of juristic shareholder duly certified true copy by the authorized representative (s) of the custodian with the content stating the juristic representative attending the meeting is authorized to act on behalf of the juristic person who is the shareholder. (C) Duly signed copy of proxy holder s valid document as in Shareholders of non-thai nationality or juristic person established under the foreign laws Guidelines as stated in 1 and 2 will be enforced with shareholders or meeting attendants who are non-thai nationalities or juristic persons established under the foreign laws. In either case, the following documents are required during registration for the meeting attendance: (A) A copy of the company affidavit which may be issued by the officials of the country where the juristic person locates or authorized person of such juristic person. The company s affidavit must include details of the juristic person such as names of authorized persons and conditions or scope of authorization in signing the establishment of its head office. (B) Original documents that are not in the English language required an attachment of translation in English and certified truce and correct translation by representative of such juristic person. -14-

15 Attachment 6 Articles of Association Relating to the General Meeting of Shareholders Chapter 5 General Meeting of Shareholders Article 28 The Board of Directors shall arrange for a shareholders meeting which is an annual ordinary general meeting of shareholders within 4 (four) months from the last day of the fiscal year of the Company. Shareholders meetings other than the one referred to previously shall be called extraordinary general meetings of shareholders. The board of Directors may call an extraordinary general meeting of shareholders any time the Board considers appropriate to do so or shareholders holding shares together not less than one-fifth of the total number of shares sold, or shareholders of not less than 25 (twenty five) persons holding shares altogether not less one-tenth of the total number of shares sold may submit their names in a request directing the board of Directors to call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated inv such request. In such case, the Board of Directors shall proceed to arrange a shareholders meeting to be held within 1(one) month from the date of receipt of such request from the shareholders. Article 29 In calling a shareholder meeting, the Board of Directors shall prepare a written notice calling the meeting that states the place, date, tine, agenda of the meeting and the matters to be proposed to the meeting with reasonable details. Such notice shall be delivered to the shareholders and the Registrar for their information at least 7(seven) days prior to the date of the meeting. The notice calling for the meeting shall also be published in a Thai newspaper for 3 (three) consecutive days at least 3 (three) days prior to the date of the meeting. The meeting venue must be within the area where the Head Office or its branch office locates or its nearby provinces or any other venues the Board of Directors considered as appropriate. Article 30 In order to constitute a quorum, there shall be no less than 25 (twenty-five) shareholders and proxies (if any) attending the shareholders meeting, or no less than one-half of the total member of shareholders, and in either case such shareholders shall hold shares in as aggregate of nor less than one-third of the total number of shares sold. At any shareholder meeting, if one hour has passed from the time specified for the meeting and the number of shareholders attending the meeting does not constitute a quorum as required, and if such shareholders meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was not called by a request of the shareholders, the meeting shall be called again and the notice calling such meeting shall be delivered to the shareholders no less than 7(seven) days prior to the date of the meeting. In the subsequent meeting a quorum is not required. -15-

16 Article 31 The resolutions of the shareholders meeting shall comprise the following votes: (1) For an ordinary case, a resolution shall require a simple majority of the total votes cast by shareholders present at the meeting. One share is equivalent to one vote and in case of equal votes, the Chairman of the meeting shall have an additional vote as a casting vote. (2) For the following cases, a resolution shall require the votes of no less than three-fourths of the total number of votes cast by the shareholders present for a one share per one vote and entitled to vote: (A) The sale or transfer of whole or important parts of the Company to other persons. (B) The purchase or transfer of businesses of other companies or private companies to the Company. (C) The creation, amendment or cancellation of contracts relating to renting out the entire or important parts of the Company s businesses, or assigning any other persons to manage the businesses of the Company or the consolidation of the businesses with others with profit sharing purposes. Article 32 The business to be accomplished during the Annual General Meeting of the shareholders are: (1) To consider report of the Board of Directors presented to the meeting which is demonstrating the Company s business operations during the past year. (2) To consider and approve the balance sheet. (3) To consider allocation of profits. (4) To elect directors to replace those who retire by the expiration of their terms. (5) To elect the auditors. (6) Other business. -16-

17 Attachment 7 Map of the shareholders meeting venue -17-