Articles of Association. Total of shareholders and proxies attending the meeting (persons)

Transcription

1 PEOPLE S GARMENT PUBLIC COMPANY LIMITED Registration Number PCL Minutes of the 37 th Annual General Meeting of Shareholders Date : Tuesday 26 April 2016 at hours Venue : Room Chao Phraya 1, Montien Riverside Hotel, No. 372, Rama 3 Road, Bang Klo, Bang Kor Laem, Bangkok President of the meeting : Mr. Boonkiet Chokwatana, Chairman Secretary of the meeting : Mrs.Suvimol Charoensrichai, Company Secretary Attendance : The shareholders have the right to attend the 2016 General Meeting of Shareholders must be named on Record Date on March 17, 2016 and compile shareholders name in accordance to Section 225 of The Securities and Exchange Act by closing the share registration book on March 18, There were 1,041 shareholders, total 96,000,000 shares. Commencement the meeting : Total of shareholders and proxies attended the meeting was 98 registers (76 persons) amounted 73,683,794 shares or percent of total shares. A quorum was thereby constituted according to Company Agenda Total of shareholders and proxies attending the meeting (persons) Articles of Association. Total of shareholders and proxies attending the meeting (registers) Total Shares Percentage (%) Agenda ,683, Agenda ,683, Agenda ,695, Company Secretary notified the meeting on the Company Articles of Association No. 36 stated that at a shareholder meeting, there must not be less than twenty-five (25) shareholders and proxies (if any) present or not less than half (1/2) of the total number of shareholders holding shares amounting to not less than one-third (1/3) of the total number of shares sold in order to form a quorum unless otherwise provided by law in any specific case. Mr. Boonkiet Chokwatana, Chairman of the Board, acting as President of the meeting welcomed all shareholders and declared the opening of the 37 th Annual General Meeting of Shareholders and also introduced Directors and Executives who attended the meeting. Directors who attended the meeting 1. Mr.Boonkiet Chokwatana President to the Board / Chairman of Nomination Committee / Chairman of Remuneration Committee Page 1 of 15

2 2. Mr. Chailert Manoonpol Vice President 3. Mr.Charoen Charoenwatanasuksom Chief Executive Officer / Managing Director / Risk Management Committee / Corporate Governance Committee 4. Mrs.Sunan Niyomnaitham Deputy Managing Director / Remuneration Committee / Corporate Governance Committee / Chief Financial Officer 5. Mrs.Somporn Tiyaviboonsiri Nomination Committee 6. Mrs.Teerada Ambhanwong Director 7. Mr.Amorn Asvanunt Independent Director / Chairman of Audit Committee 8. Gen.Konechanart Chunnabhata Independent Director / Chairman of Risk Management Committee 9. Mrs.Nuchanart Thammanomai Independent Director / Audit Committee 10. Mr.Santi Bangor Independent Director / Audit Committee / Chairman of Corporate Governance Committee 11. Mrs.Chortip Pramoj Na Ayudhya Independent Director / Nomination Committee / Remuneration Committee Directors who absented the meeting 1. Ms.Pisamai Chunmanu Director (On others mission) Executive Officers who attended the meeting 1. Ms.Orawan Thammarakkhit Executive Board / Business Department Manager 2. Mrs.Sasivimol Kluyasritrakul Executive Board / Assistant Manager, Account and Finance Department 3. Ms.Nopparat Asawasiripong Executive Board / Assistant Manager, Personnel and Administration Department / Risk Management Committee 4. Mr. Anupong Watcharapinnachai Executive Board / Manager, Production Division 5. Mr.Sangsawang Chongprasopchokchai Executive Board / Manager, Business Division 6. Mrs. Porntip Tangphottaweeporn Executive Board / Manager, Business Division 7. Mrs.Nutchapunporn Sunthornwiset Executive Board / Manager, Business 1 Division 8. Mr.Suwat Panichlers Executive Board / Manager, Production Division 9. Mr. Thumrong Punyavattana Executive Board / Manager, Production Division 10. Mrs.Kalayanee Chantarapikul Executive Board / Manager, Purchasing Division 11. Mrs.Photchamarn Engkanisarn Executive Board / Manager, Business 2 Division 12. Mrs. Suvimol Charoensrichai Company Secretary / Risk Management Committee / Corporate Governance Committee / Executive Board / Manager, Registration Division All directors of subcommittee entirely attended the meeting. Page 2 of 15

3 Company s Auditor who attended the meeting and duty on casting vote and examine the vote named Mr.Chayapol Suppasedtanon of EY Office Limited. Mrs. Suvimol Charoensrichai, Company Secretary notified the agenda and procedures to shareholders for acknowledgement. The company performs as good corporate governance regarding equally and fairly supervision of shareholders right as following. 1. Give an opportunity to propose the agenda and / or candidate to be elected as company director during December 1 30, Despite the invitation, there was no agenda or candidate proposed. 2. Give an opportunity to shareholders who unable to attend the meeting authorized Independent Directors as their proxies. 3. Give an opportunity to send prior questions to the Company. There was no question sending in advance. After that, the meeting was notified the procedures for voting operated by the Company Articles of Association No.43. In this regard, one share counted as one vote, votes would be cast openly for every agendum, and the shareholders were able to cast votes of approval, disapproval or abstention in each agendum. Under the voting procedures, only the votes of disapproval and abstentions would be counted, after which the number obtained would be deducted from the total number of votes in attendance of the meeting. The resulting sum would be deemed as the number of approval votes in such agenda. However, in case of shareholders gave a proxy to attend the meeting by voting on their purpose and submitted proxy form in advance. Company shall record such vote in the evaluation system. In case of registration after the meeting started, such shareholders have the right to vote on remaining agenda. The company will count the amount of shares into quorum for remaining agenda and record the minute of the meeting. Company will inform the meeting in case of additional shareholders or proxies registered during the meeting. For neatness, vote will be counted by Barcode system which shareholders can see the score on the screen by dividing into cases as given below; 1. In any agenda except director election, shareholders who disapprove or abstain are requested to lift the voting placard for officers to record and distribute voting ballot. They are also requested to fill the registration number and opinion together with signature. At last, officers will collect such ballot. 2. For director election agenda, all shareholders will receive the ballot after registration. They are requested to give opinion on election the director individually and sign in the voting placard. In case of disapproval or abstain on whoever, shareholders are requested to lift the voting placard for officers to record. Officers will collect the voting placard after this agenda ended for counting the vote in accordance with principal of SET and SEC. Page 3 of 15

4 President of the Board notified the meeting that in their capacities as shareholders, had requested to cast votes of approval on all proposals made by the Board of Directors in the agenda. In the case where a shareholder had granted proxy to a director, the vote would as specified in the proxy. Thereafter, Mr.Charoen Charoenwatanasuksom, Managing Director was designated to proceed the meeting in accordance with the agenda. Agendum 1 Approval of Minutes of the 36 th Annual General Meeting of Shareholders Managing Director notified the meeting that copies of the Minutes of the 36 th Annual General Meeting of Shareholders held on 28 th April 2015, had been sent to the shareholders together with the notice of the meeting and also disseminated through company s website within 14 days from the meeting date. Besides, the minute was send to Department of Business Development, Ministry of Commerce within specified date by law. The Board of Director expressed opinion that such minutes were completed and recorded accuracy of the facts according to the agenda and resolutions and therefore requested for the meeting s approval of the minutes. It is requested for the meeting s approval. The resolution: The meeting passed a unanimous resolution to approve such minute with all votes. Registered Persons Total Vote (1 Share : 1 Vote) Percentage Approve 98 73,683, Disapprove Abstain Agendum 2 Acknowledgement on the Board of Directors Report The Managing Director notified the meeting that the Report of the Board of Directors and annual performance results for the year 2015 had been published in the 2015 Annual Report. Those materials had also already been sent to the shareholders together with the notice of the meeting. Managing director presented overall company performance which contained of important details as following; As of 2015, Total assets of the Company amounted 1, million baht, decreased by 9.58 percent due to less outstanding payment and less inventory since well managed. The company adjusted the fair value of investment in available for sale securities. Total liabilities amounted million baht, decreased percent from the previous year since the balance of buying raw materials, production and sales volume. Shareholders equity amounted 1, million baht decreased million baht due to dividend payment for the operation of 2014 amounted million baht and interim dividend payment for the operation of 2015 amounted million baht including The value of available for sales Page 4 of 15

5 securities as book value per share counted baht decreased 0.88 baht per share when compared with the previous year. Sales revenue amounted million baht, decreased percent due to less volume of domestic sales and the change of business strategy under Lacoste trademark. The economy slowed down resulted in declining the purchasing power. Net profits amounted million baht, decreased percent from the previous year due to less profit of products. In 2016, the company increased product lines which consisted of men s underwear, sport wear included bike wear, and leather. The details are shown in 2015 Annual Report. Anti-Corruption Policy The company has announced its intention to join the anti-corruption practice. - Adjusted corporate governance policy. - Arranged Anti-Corruption seminar to directors, executives and will be expanded to stakeholders Set the Anti-Corruption policy and practice guideline. - Determine as agenda for risk management team of all departments. - Quarterly report to Risk Management committee. The Board of Directors and all subcommittees, executives, staffs pay attention to the importance of participating in anti-corruption practice by adhering Dr.Thiem philosophy Honesty, Fairness 2016, the company has prepared anti-corruption practice and regulations to support the goal of extending into the certification process this year. Mr. Pongpipat Vanichwong (volunteer advocacy from Thai Investors Association) had questions as follow; :asked Managing Directors to explain more on sale revenue. Sale revenue decreased 20% and gross profit decreased 80% in estimate but why selling cost does not increase? Mr. Charoen Charoenwatanasuksom, Managing Director : Since Lacoste had changed its business policy, the company had no sale volume of Lacoste products in half past year then effected to gross profit. Mr. Anu Wongsarnkij, Shareholder : questioned on Lacoste license. Why does not the company renew the license contract? How does it effect to company operation? Can the company sell remained products? Mr. Charoen Charoenwatanasuksom, Managing Director Page 5 of 15

6 : answered that the parent company of Lacoste had cancelled the production license all over the world, and changed to sourcing policy. We ve got the license of Felix Buhler trademark, and increased more product lines as mentioned above. : We did not have the rights to sell Lacoste products but the distribution company still had the rights to sell said products. By the way, the company can apply for being Lacoste supplier. Mr. Anu Wongsarnkij, Shareholder : questioned on inventory. : How much the economy stimulation at the end of last year affect company s sale volume? Mr. Charoen Charoenwatanasuksom, Managing Director : The inventory consisted of raw materials, work in process and finished goods. The company drained the stock by bringing death raw materials to produce the products. The company also sells raw materials. : At the end of last year, the governance use short term stimulation policy, then it less effect to company s sale volume. Mr. Boonkiet Chokwatana, President : added that the stimulation from the governance had less effect to factory but more to distribution company. Moreover, during Songkarn festival, the stimulation from governance focused on food products then it less effect to company. The meeting was open again for questions, if there are no questions, it is requested that the meeting acknowledged the item in this agendum and proceed to the next agendum. Agendum 3 Approval of financial statement as at 31 st December 2015 The Managing Director notified the meeting that the Company had printed details of the financial statement which composed of financial position, comprehensive income, changes in shareholders equity, cash flows and notes to the financial statements account as at 31 st December 2015, which had been audited and certified by auditors and considered by the Audit Committee, in the 2015 Annual Report. Such report had already been sent to the shareholders for consideration in advance. Details Amount (Baht) Total Asset 1,694,754,410 Total Debts 224,289,894 Shareholder s Equity 1,470,464,516 Total Revenue 1,016,060,838 Net Profit 13,536,403 Net Profit per share (Baht/Share) 0.14 Mr. Anu Wongsarnkij, Shareholder : Current investments of last year, how much the company invest in current investments? From the report of last year current investments was decreased. Page 6 of 15

7 : Does the company invest in fund more or less on last year? Does the negative result show that company invests more in fund? : Does the company has opportunity to use money for investment this year? Mrs. Sunan Niyomnaitham, Deputy Managing Director : The investment in financial institution is money management, some amount are for current investment on fund. It can be moved or transferred if make more profits. : When the inventory is lower, the company will draw money for investing in short term bond fund. : For investment opportunities, the company concerned on appropriately. If there are no questions, it is requested for the meeting s approval. The resolution: After deliberation, the meeting passed a unanimous resolution approving financial statement for 2015 as at December 31, Registered Persons Total Vote (1 Share : 1 Vote) Percentage Approve 98 73,683, Disapprove Abstain Agendum 4 Approval of profit allocation and dividend payment The Managing Director notified the meeting that the profit and loss of the company for 2015 as follows: Inappropriate retained earning brought forward 797,229, Baht Net Profit of ,536, Baht Total appropriated profit 810,765, Baht The Board of Director proposed the following allocation of profits: - Appropriation of Reserve as Required by Law The Managing Director explained to the meeting that under article 58 of the Articles of Association, the Company must appropriate annual net profit as capital reserves in the amount of not less than one-twentieth (1/20) of the annual net profit deducted by any carried forward retained loss until such capital reserves amount to one-tenth (1/10) of the Company s registered capital. In 2015, company already allocated 10 percentage of registered capital reserved by law. The amount is 9.6 million Baht, and then it was not reserved more this year. - Dividends Payment Company has policy of dividend payment at rate of not over than 50 percent of net income by mainly considering on company s operation and economic trend. According to Board of Directors Meeting No.1/2016 held on February 18, 2016, has passed resolution to present dividend payment to shareholders meeting at the rate 0.70 baht per share. In this regards, the company already paid interim dividend for 9 month operating results as of 30 September 2015 to shareholders at the rate 0.70 baht per share, amounted 67,200,000 million baht Page 7 of 15

8 or percentage of net profit of the year Whereby said dividend payments are from the net profit and retained earnings drawn from BOI project, BOI project no. 1446(2)/2550 which will be expired on February 14, The interim dividend was paid to shareholders on 11 December 2015 then there was no final dividend payment for the year 2015, which complies with company s dividend payment policy. The details are given below; Descriptions Net Profit (Million Baht) Shares (Million Shares) Dividend payment (Baht / Share) Interim dividend payment (Baht / Share) Final dividend payment (Baht / Share) Total Payment (Million Baht) Dividend payment compared with Net Profit ( % ) The company has inappropriate retained earning brought forward amounted 810,765,750 Baht, as following details: Details Amount (Baht) Inappropriate retained earning brought forward (January 1, 2015) 864,429, Less : Interim Dividend Payment for ,200, Inappropriate retained earning 797,229, Net Profit of ,536, Inappropriate retained earning carried forward 810,765, Mr. Anu Wongsarnkij, Shareholder : questioned on BOI that will be expired this year and next operation plan. : If there was no BOI, how less the profit will decrease? : Has the company plan to buy or import machinery on BOI project? Mr. Charoen Chareonwatanasuksom, Managing Directors : BOI that expired was 100% benefit on tax, the company still has 50% benefit on tax for next five years. There was no plan for apply BOI at kabinburi factory, due to BOI has adjust the criteria. The advantage of BOI to shareholders is not to pay tax. Mr. Pongpipat Vanichwong ; asked for the reason of dividend payment. In 2015 the company had less profit than 2014 but pay the dividend at higher rate. On behalf of shareholder, he feels impressed. Managing Director : The Kabinburi factory has BOI project which will be expired on February 2016, then the board had the resolution to pay the interim dividend by drawing money from retained earnings from BOI project. Page 8 of 15

9 Approval of the meeting was requested. The resolution: After deliberation, the meeting passed a unanimous resolution approving dividend payments at the rate of 0.70 baht per share, a total amount of 67,200,000 Baht, already paid since December 11, 2015.then, there was no final payment for The Company had undistributed profit to be carried forward in the amount of 810,765, Baht. Registered Persons Total Vote (1 Share : 1 Vote) Percentage Approve 98 73,683, Disapprove Abstain Agendum 5 To consider the election of directors to replace the directors whose term has expired The Managing Director informed the meeting that article 21 of the Articles of Association stated that in every annual general meeting of shareholders, 1 in 3 directors shall leave office; however, if the number of directors is not divisible by 3, the number of directors closest to 1 in 3 shall leave office; the directors who shall leave office in the first and second years subsequent to the registration of the Company shall be designated by a draw of lots; as for subsequent years, the longest-serving directors shall leave office; a direct who has left office may be re-elected. At present, there are 12 company directors, In the 37 th Annual General Meeting of Shareholders, there are four retired directors namely; 1. Mrs.Somporn Tiyaviboonsiri Non - Executive Director 2. Mr. Chailert Manoonpol Non - Executive Director 3. Ms.Pisamai Chunmanu Non - Executive Director 4. Mrs. Nuchanart Thammanomai Independent Director Ms. Pisamai Chunmanu, she has no intention to renew her term. The Nomination Committee consisting of Mr.Boonkiet Chokwatana, Chairman of Nomination Committee, Mrs.Somporn Tiyaviboonsiri and Mrs.Chortip Pramoj Na Audhya responsible for nominating person who are qualified, then propose such person to the board for election as company director. At Nomination Committee meeting, Mrs.Somporn Tiyaviboonsiri was regarded as interested person because her term was ended by rotation. As a result, she abstained from voting to nominate her replacement, and allowed Mr.Boonkiet Chokwatana and Mrs.Chortip Pramoj Na Audhya to consider nominations. According to the consideration of the Board excluded nominated director, agreed with Nomination Committee to re-elect 3 existing directors for another term and propose one new director as named below; 1. Mrs. Somporn Tiyaviboonsiri 2. Mr. Chailert Manoonpol 3. Mrs. Nuchanart Thammanomai Page 9 of 15

10 4. Mr. Viritpol Chaithavornsathien (New) to be company directors for Due to the above directors possessed knowledge, skills as well as experience and had created benefits for the Company throughout their terms in office including possessed qualification in accordance with the Public Companies Act B.E (1992) and regulation of SEC. Further, section 86 of the Public Companies Act B.E (1992) and Chapter 3, article 30, of the Articles of Association specified that a director is prohibited from operating a similar business or becoming a partner in a general partnership or becoming an unlimited partner in a limited partnership or becoming a director in a private company or a company which operates a similar business and is in competition with the business of the company, regardless of whether such act was done for one s own interest or the interest of others, except where notice has been given to the meeting of shareholders prior to an appointment resolution. Therefore, prior to the resolution on appointments, the meeting was notified that some of the directors nominated for re-election in this meeting were directors of other companies which operated similar businesses and were in competition with the Company as listed below: Mrs.Somporn Tiyaviboonsiri Position : Director - Champ Ace Company Limited - Thai Sport Garment Co., Ltd. - Thai Itokin Company Limited Mr. Chailert Manoonpol Position : Director - Champ Ace Company Limited - Champ Kabin Company Limited - Thai Sport Garment Co., Ltd. The above nominees were directors of other companies which operate similar businesses. The profile of 4 directors was previously sent to shareholders together with letter of notification. The board of directors has proposed the meeting to considerate the election of company s director individually as below; 1. Mrs. Somporn Tiyaviboonsiri 2. Mr. Chailert Manoonpol 3. Mrs. Nuchanart Thammanomai 4. Mr. Viritpol Chaithavornsathien Approval of the meeting was requested. The resolution: After deliberation, the meeting passed the resolution to re-elected 3 directors and elected one new director to be Company Director for another term by considering individually, as following details; Page 10 of 15

11 The total of registered Shareholder and proxies attending the meeting was 99 registers persons, total voting share 73,683,795 shares. Directors Approve Disapprove Abstain Voting % Voting % Voting % 1. Mrs. Somporn Tiyaviboonsiri 73,683, Mr. Chailert Manoonpol 73,683, Mrs. Nuchanart Thammanomai 73,683, Mr. Viritpol Chaithavornsathien 73,683, The Managing Director informed the meeting that as a result thereof the Board of Directors for the year 2016 would comprise of 12 directors according to the following list: 1. Mr.Boonkiet Chokwatana 2. Mr. Chailert Manoonpol 3. Mr. Charoen Charoenwatanasuksom 4. Mrs.Sunan Niyomnaitham 5.Mrs.Somporn Tiyaviboonsiri 6. Mrs. Teerada Ambhanwong 7. Mr.Amorn Asvanunt 8. Mrs.Nuchanart Thammanomai 9. Mrs.Chortip Pramoj Na Ayudhya 10.Gen.Konecharnart Chunnabhata 11.Mr.Santi Bangor 12. Mr. Viritpol Chaithavornsathien by Mr.Amorn Asvanunt, Mrs.Nuchanart Thammanomai, Mrs.Chortip Pramoj Na Ayudhya, Gen.Konecharnart Chunnabhata, and Mr.Santi Bangor are Independent Director. Agendum 6 To determine remuneration of the Board of Directors for year 2016 The Managing Director informed the meeting that according to article 32 of the Company Articles of Association stated that the Company is prohibited from giving sums or any other property to a director except for payment of remuneration to which the director is entitled and other compensatory benefits normally payable in his/her capacity as director of the Company, but does not include remuneration or welfare benefits to which the director receives in his/her capacity as a member of staff or employee of the Company. The Company presented details as follows: (Unit : Baht) Meeting allowance 1,012, ,000 Director s Remuneration 1,600,000 2,300,000 Total 2,612,000 3,158,000 The Board of Directors sought the approval of the meeting for the Company s payment of remuneration to the Board of Directors in an aggregate limit not exceeding 6 million baht per year. This is considered by company operation, budget approved from shareholder s meeting and previous Page 11 of 15

12 payment included the appropriation with duties and responsibilities, by not including other remuneration or welfare which director receives as employee. The Board of Directors also sought a delegation of powers to appropriate such sums. The proposed limit would take effect as from the date of approval by the meeting until further change. Approval of the meeting on the above proposals was thereby requested. (1) Annual remuneration (pay to every director); The Remuneration Committee considers the compensation and present to the Board of Director. (2) Meeting Allowance payment; in 2016 (The attendance only). On behalf of Position Amount (Baht) Company Director Chairman 12,000 Members 9,000 Audit Committee Chairman 12,000 Members 9,000 Remuneration Committee, Nomination Committee, Chairman 10,000 Risk Management Committee and Corporate Governance Committee Members 8,000 (3) Remuneration of other sub committees which organized by the Board will be in the consideration of The Board of Directors and considered by appropriateness, duties, and responsibilities. (4) Others Remuneration - NONE- Besides, the total compensation must not exceed the amount which is approved by Shareholder s meeting. Approval of the meeting was requested. The resolution: After deliberation, the meeting passed a unanimous resolution approving of the prescription of remuneration for the Board of Directors in accordance with the proposed limit. Registered Persons Total Vote (1 Share : 1 Vote) Percentage Approve 99 73,683, Disapprove Abstain Agendum 7 Appointment of the Auditor and determination the audit fee Mr.Amorn Asvanunt, Chairman of Audit Committee, informed the meeting that pursuant to Article 49 of the Company Articles of Association the auditor must not be a company director, employee or not be positioned in company, article 50 of the Company Articles of Association, the general meeting of shareholders shall appoint an auditor every year; the outgoing auditor Page 12 of 15

13 may be re-elected to office, and article 51 stated that the amount of fee payable to the auditor shall be determined by a meeting of shareholders. For 2016, the company proposed existing auditors in which the board of directors agreed with audit committee proposal, which considered auditor s independent and working standard. Found that EY Company Limited has fully qualifications in accordance with rules and regulations of the Company s Articles of Association and the Federation of Accounting Professions as well as the Regulations of the Securities and Exchange Commission. Then they are agreed to appoint EY Company Limited to be company auditors. The meeting was requested to approve the appointment of auditors as following names; 1.Mr. Chayapol Supasetanon Certified auditor number Mrs. Kingkarn Asavarangsan Certified auditor number Ms. Rasaporn Dejarkom Certified auditor number Ms. Sumana Phanpongsanon Certified auditor number 5872 Of EY Company Limited to be company auditors for the year Furthermore, comparing to the other listed company in the same level, the remuneration of the auditor is appropriated (Baht) 2015 (Baht) Total of examination fee : quarter 1, 2, 3 360, ,000 Annual Financial Statement Audit Fee 590, ,000 Total fees 950, ,000 The Managing Director informed shareholders that aside the prescription of Audit fee, there also were other service charges as following details; Descriptions 2016 (Baht) 2015 (Baht) BOI examination 50,000 50,000 Total 50,000 50,000 The above auditors are independent and have no relations or benefits to company / executive directors / major shareholders or related persons. The company has no subsidiary and joint company. Then the auditors are independent to review and give opinion on company financial statement. Mr. Anu Wongsarnkij, Shareholder : expressed thanks to EY company Limited for not increasing the audit fee / are there any new accounting standard for this year? For BOI examination charges, is it less task less charges or not? Mrs. Sunan Niyomnaitham : Deputy Managing Director Page 13 of 15

14 : The company follows new accounting standard. BOI examination fee is 50,000 baht for one issue. It was thereby requested the meeting to approve the proposals. The resolution: After deliberation, the meeting passed a resolution approved the appointment of auditors and prescription of audit fees as proposed by the Board of Directors. Registered Persons Total Vote (1 Share : 1 Vote) Percentage Approve ,695, Disapprove Abstain Agendum 8 Other Items Mr. Anu Wongsarnkij, Shareholder ask directors to analyze this year economy / :What are the company plan or strategy in doing business? / : How does the company perform for getting more revenue? : What are the special plans for stimulating company revenue? Is it sale promotion or saha group fair? : What is the brand that will be replaced Lacoste? And how does the company set the target? : What are the plans for expanding market to AEC country (CLMV)? : How much capacity remaining in factory? Mr.Boonkiet Chokwatana, President explained below; : This year, economic continues to flat. The executive officers need more development both themselves and products. They must be strong in order to get more order. We are still working fully and believe that this year shall be better than last year. it is not about the cancelation of Lacoste license, since the company has intention to apply for Lacoste supplier. : Sale promotions are normally strategy when there are many inventories in stock. So, it is not special occasion. The specials things are the strongly intention to get purchasing orders. : Lacoste is big international brand, so it is not easy to find the replacement. We are manufacturer, then we need to find purchasing orders from others company who interest in our production. : We have to fulfill capacity for domestic market and create efficiency. The prices must not too high so that customers can place the order. The distribution company has plan to sale Thai products to overseas markets. : The company still have production capacity free, now it is used only 80%. Mr. Pongpipat Vanichwong : Most of garment factory, they are finding lower labor cost in foreign countries but the company still running the production in Thailand. Page 14 of 15

15 Mr. Boonkiet Chokwatana answered that we still have remaining production capacity, so it should not establish factory in foreign country just for finding lower labor cost. We d better increase efficiency in our factory. Others factory could not increase the efficiency then they find new lower labor cost. At present, there are 30% of foreign labors in Thailand, and those are paid same as Thai labor. We should emphasize on fulfill capacity and increase efficiency so that the company can have more profit. The Managing Director inquired the shareholders as to whether there were any other proposals for consideration. Thereafter, Mr.Boonkiet Chokwatana, the President, expressed thanks to the shareholders for attending and entrusting this Board of Directors with the administration of the Company s business for another term. The Company management will rigorously commit to the principles of good corporate governance as well as, perform transparent and ethical business in order to build stability and sustainability to the organization. Recorded by Suvimol Charoensrichai (Mrs.Suvimol Charoensrichai) Company Secretary Meeting closed at o clock Boonkiet Chokwatana Mr. Boonkiet Chokwatana (President) Page 15 of 15