Meeting commenced at 1.35 p.m.

Transcription

1 Minutes of the 2013 Annual General Meeting of Shareholders LH Financial Group Public Company Limited At Sathorn 1 and 2 Meeting Room, 4 th floor, Q. House Lumpini Building No. 1 South Sathon Road, Thungmahamek Sub-District, Sathon District, Bangkok Monday April 22 nd, 2013 Meeting commenced at 1.35 p.m. Company Directors attended the meeting 1. Mr. Anant Asavabhokhin Chairman 2. Mr. Rutt Phanijphand Chairman of Executive Director 3. Mr. Phairoj Hengsakul Independent Director and Chairman of the Audit Committee 4. Mr. Adul Vinaiphat Independent Director, Member of the Audit committee, Chairman of the Nomination and Remuneration Committee 5. Mr. Sun Vithespongse Independent Director, Member of the Audit Committee, Member of the Nomination and Remuneration Committee 6. Mr. Naporn Sunthornchitcharoen Executive Director and Member of the Nomination and Remuneration Committee 7. Mrs.Suwanna Buddhaprasart Director 8. Mrs.Sasitorn Phongsathorn Executive Director and President 9. Mr. Pairoj Paisansrisomsuk Executive Director and Senior Executive Vice President Mr. Anant Asavabhokhin, the Chairman of the Board of the Company, acted as a Chairman of the meeting, opened the meeting and informed the meeting that there were 250 shareholders and proxies attended the meeting, representing 9,234,215,677 shares, accounted for % which was not less than one third of all sold shares. This was deemed a quorum under the Company s Articles of Association. Thus, the 2013 Annual General Meeting of Shareholders was opened. The chairman assigned Mr. Vichian Amornpoonchai, the company secretary to conduct the meeting. Mr. Vichian Amornpoonchai informed details of the meeting as follows;

2 - The company has deployed registration and vote counting system of Thailand Securities Depository Company Limited for the meeting in order to facilitate shareholders. - The company allows minority shareholders to propose important issues which could benefit for the company s operation though the company s website and disseminates the information of minority shareholders proposal through the Stock Exchange of Thailand to considered as agendas of 2013 Annual General Meeting of Shareholders during October 1, 2012 December 31, The proposal concerns about the following issues; 1. A proposal for the agenda of the Annual General Meeting of Shareholders. 2. Nomination of Qualified Candidates to be elected for Company Directors. 3. The proposing question before the meeting. The result, no shareholder proposed any issue as agenda after passed such period. - Voting procedures, vote counting, and resolution - Dissemination of invitation letter for both Thai and English language though the company s website as well as inform information to the Stock Exchange of Thailand since March 20 th, The company secretary additionally informed the meeting that in this shareholders meeting, there were auditors from Ernst & Young Office Limited to observe as mediators including; 1. Miss Ratchada Yongsawaswanich 2. Miss Siriporn Ngamwiriyapong There was also a legal consultant from Land and Houses Bank Public Company Limited, Mr. Jumpon Suwannawong, and Executives from Land and Houses Bank Public Company Limited and President and Executives from Land and Houses Fund Management Company Limited attended this meeting as well. The meeting started the following agenda. Agenda 1 To consider and approve the minutes of the 2012 Annual General Meeting of shareholders The company secretary asked the meeting to consider and approve the minutes of the 2012 Annual General Meeting of shareholders held on April 23 rd, 2012, prepared by the Meeting Secretary. The Board of Directors has considered and agreed that the minutes of meeting were recorded accurately with the shareholders resolution. Copy of the minutes of meeting had already been sent to the shareholders along with the meeting invitation letter as enclosure No. 1 page No shareholder proposed any amendment of the minutes of meeting. The company secretary asked the meeting to approved the minutes of the 2012 Annual General Meeting of shareholders 2

3 The meeting has considered and approved the minutes of the 2012 Annual General Meeting of shareholders with majority votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,284,658,969 Votes Equivalent to Disapproved Amount 109 Votes Equivalent to Abstained Amount 996,999 Votes Agenda 2 To acknowledge the 2012 Company Performance and the 2012 Annual Report of the Board of Directors The company secretary informed the meeting about the 2012 Company Performance and 2012 Annual Report of the Board of Directors which have been sent to the shareholders in advance. The 2012 Performance of LH Financial Group Public Company Limited and Subsidiaries were summarized as follows; - In 2012, the Company and subsidiaries have operating income of Baht 2,484.3 million, increased Baht million in comparison with 2011, or increased by 32.51%. - In 2012, the Company and subsidiaries have other operating expenses of 1,308.6 million Baht, increased Baht million in comparison with 2011, or increased by 36.67%. - In 2012, the Company and subsidiaries have net profit of Baht million, increased Baht million in comparison with 2011, or increased by 37.70%. - In 2012, the Company and subsidiaries have earnings per share of Baht while that of 2011 was Baht The 2012 Performance of Land and Houses Bank Public Company Limited and Subsidiaries were summarized as follows; - In 2012, the Bank and subsidiaries have operating income of Baht 2,472.8 million, increased Baht million in comparison with 2011, or increased by 32.06%. - In 2012, the Bank and subsidiaries have net interest income of Baht 2,120.3 million, increased Baht million in comparison with 2011, or increased by 22.62%. - In 2012, the Bank and subsidiaries have net fee and service income and other operating income of Baht million, increased Baht million in comparison with 2011, or increased by %. - In 2012, the Bank and subsidiaries have other operating expenses of Baht 1,298.9 million, increased Baht million in comparison with 2011, or increased by 36.66%. 3

4 - In 2012, the Bank and subsidiaries have net profit of Baht million, increased Baht million in comparison with 2011, or increased by 36.04%. - In 2012, the Bank and subsidiaries have earnings per share of Baht 0.55 while that of 2011 was Baht In 2012, the Bank has 65 branches, increased 22 branches in comparison with 2011, or increased by 51.16%. There are 50 branches located in Bangkok and surrounding areas and 15 branches located in the provinces. - As of December 31, 2012, total asset stood at Baht 122,139.3 million, increased Baht 40, million in comparison with 2011, or increased by This caused from an increase of loans and investments as following; - Loans stood at Baht 86,248.2 million, increased Baht 31,283.5 million in comparison with 2011, or increased by 56.92% - Investments stood at Baht 28,890.9 million, increased Baht 9,030.8 million in comparison with 2011, or increased by As of December 31, 2012, total liabilities stood at Baht 108,281.5 million, increased Baht 39,901.9 million in comparison with 2011, or increased by Most of the Bank s liabilities are as following; - Deposits stood at Baht 84,376.9 million, increased Baht 62,121.9 million in comparison with 2011, or increased by %. - Borrowings or B/E stood at Baht million, decreased Baht 35,541.7 million in comparison with 2011, or decreased by This caused from the Bank abstained to service and customer changed to deposits account. - As of December 31, 2012, shareholders equity stood at Baht 13,857.7 million, increased Baht 1,031.0 million in comparison with 2011, or increased by As of December 31, 2012, Net non-performing loans stood at Baht 1,083.9 million or 1.22%, increased Baht million in comparison with 2011 (Baht million), or increased by This caused from the expansion of loans. - Capital adequacy as of December 31, 2012, the Bank has Tier 1-capital fund to risk assets at 15.56%, higher than the 4.25% minimum requirement by the Bank of Thailand and down from tier 1-capital to risk weighed assets ratio at 24.41% as of December 31, Total capital to risk weighted assets (BIS) ratio at 16.17% higher than the 8.50% minimum requirement by the Bank of Thailand and down from Total capital to risk weighted assets (BIS) ratio at 24.81% as of December 31,

5 Corporate Social responsibility The following were summarized of CSR of the Company and Land and Houses Bank Public Company Limited; 1. Education To support the educational opportunity such as the project of LH Bank Young Creative Director Contest 2012 and the computers and peripherals donation to schools in need in order to develop the intellectual capital to local community towards sustainable the quality of life in Thai society as well. 2. Social and Environment To support various social and environment projects such as blood donation with Thai Red Cross, book donation to the Department of Correction, calendar donation to the Foundation of the Blind in Thailand under the Royal Patronage of H.M. the Queen etc. 3. Art and Cultural To support the Local cultural events where the branches located such as Chinese New Year Celebration at Yaowarach, Children Day Activities at Manangkasila House, etc. 4. Corporate Social Responsibility (CSR) To support all activities that related to the human resource development on the objective of the improvement of the professional services skills and stimulate the productive internal corporation such as training, seminar, employee s party, etc. No question from shareholders. The meeting acknowledged the 2012 Company Performance and 2012 Annual Report of the Board of Directors. Agenda 3 To consider and approve the statement of financial position and the statement of comprehensive income for the year ended December 31 st, 2012 The company secretary asked the meeting to consider and approve the statement of financial position and the statement of comprehensive income for the year ending December 31 st, 2012 and gave recommendation without any condition and approved by the Audit Committee as indicated in the 2012 Annual Report. This document has been sent to the shareholders in advance along with the meeting invitation letter. The summary of which was as follows: - Total assets as of December 31 st, 2012, was Baht 122,426.8 million, increased Baht 41,181.4 million in comparison with 2011, or increased by 50.69%. - Total liabilities as of December 31 st, 2012, was Baht 108,260.4 million, increased Baht 40,327.2 million in comparison with 2011, or increased by 59.36%. 5

6 - Shareholders equity as of December 31 st, 2012, was Baht 14,166.4 million, increased Baht million in comparison with 2011, or increased by 6.42%. - Net profit in 2012 was Baht million, increased Baht million in comparison with 2011, or increased by 37.70%. - In 2012, the Company invested in Land and Houses Bank Public Company Limited for Baht 12,499.9 million, accounted for 99.99% of paid-up capital of the Bank, increased Baht 500 million in comparison with 2011, or increased by 4.17%. The company secretary asked the meeting to approve the statement of financial position and the statement of comprehensive income for the year ending December 31 st, The meeting has considered and approved the statement of financial position and the statement of comprehensive income for the year ending December 31 st, 2012 with majority votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,321,576,933 Votes Equivalent to Disapproved Amount 109 Votes Equivalent to Abstained Amount 996,999 Votes 6 Agenda 4 To consider and approve the allocation of 2012 net profit as legal reserve and dividend payment, and interim dividend payment The company secretary asked the meeting to consider approving the allocation of 2012 net profit as legal reserve and dividend payment, and interim payment. As in 2012, the Company has net profit from Consolidated financial statement for Baht 682,778,073 million and Separate financial statement for Baht 241,776,013 million. After allocating part of annual net profit as legal reserve at least 5% of annual net profit of Baht 12,100,000 million, and deducting accumulated profit from the stock dividend in accordance with the market price for Baht 85,765,651. There has remained net profit to dividend payment for Baht 133,322,493. In February 2013, the company has dividend income from its subsidiaries around Baht 400,000,000. After allocating a part of as legal reserve for Baht 20,000,000, the Company has profit to pay interim dividend for Baht 380,000,000. The company still has adequate cash flow and net profit to pay dividend and comply with the dividend payment policy of the company as follows; - Allocate the 2012 net profit as the legal reserve for Baht 12,100,000, five percent of the annual net profit. And cash dividend payment at the rate Baht per share, not exceed Baht 103,322,493.

7 - Allocate the net profit for the ended February 28, 2013 as legal reserve for Baht 20,000,000 and interim dividend payment as cash at the rate Baht per share, not exceed Baht 303,392,796. Sum up, pay as cash for annual dividend payments and interim dividend payments are Baht per share, totaling not exceed Baht 406,715,289. The calculation of the dividend payment, the fraction shall be rounded down at the second decimal point. - Notice of the record date to determine the list of shareholders who receive the cash dividend on Monday, 29 April 2013 and the closing date of the registeration book to gather the names of the shareholders entitled to the cash dividend according to Section 225 of the Securities and Exchange Act B.E (as amended B.E. 2008) by closing the share register book for suspension of share transfer Tuesday, 30 April 2013, and notice to the payment date on Thursday, 16 May The company secretary asked the meeting to approve the allocation of 2012 net profit as legal reserve and dividend payment, and interim dividend payment according to the above details. The meeting has considered and approved the allocation of 2012 net profit as legal reserve and dividend payment, and interim dividend payment with majority votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,321,333,965 Votes Equivalent to Disapproved Amount 362,609 Votes Equivalent to Abstained Amount 896,999 Votes 7 Agenda 5 To consider and approve the appointment of directors to replace those retire by rotation The company secretary asked the meeting to consider and approve the appointment of directors to replace those retire by rotation according to the Company s Articles of Association, which stipulate that at every annual shareholder s meeting, at least one third of the directors must resign by term ending. This year, three directors were to resign by term ending: 1. Mrs. Suwanna Buddhaprasart Director 2. Mrs. Sasitorn Phongsathorn Executive Director and President 3. Mr. Pairoj Paisansrisomsuk Executive Director and Senior Executive Vice President The Nomination and Remuneration Committee has considered that these 3 directors who have to resign by rotation are qualified according to the Public Company Limited Act, being advised with knowledge and experience in related business with the company s operation, have transparent

8 work performance, and capable to help the company. The Nomination and Remuneration Committee proposed the meeting of the Company s Directors where the directors who are not nominated for election agreed with method of recruitment board of the Nomination and Remuneration Committee. Thus, the Company s Directors agreed to appoint those directors who have to resign by rotation to be the directors of the Company for another term. These 3 directors have been approved by the Bank of Thailand and a brief bibliography of these 3 directors and definition of independent directors have been sent to shareholder in advance along with a meeting invitation letter according to enclosure No. (3) Page The company secretary asked the meeting to vote approval for appointment of directors to replace those retires by rotation as follows; 1. Mrs. Suwanna Buddhaprasart The meeting has considered and appointed Mrs. Suwanna Buddhaprasart to be the director for another term with majority votes of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,321,325,735 Votes Equivalent to Disapproved Amount 501,275 Votes Equivalent to Abstained Amount 834,029 Votes 2. Mrs. Sasitorn Phongsathorn The meeting has considered and appointed Mrs. Sasitorn Phongsathorn to be the director for another term with majority votes of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,312,097,185 Votes Equivalent to Disapproved Amount 263,609 Votes Equivalent to Abstained Amount 10,300,245 Votes 3. Mr. Pairoj Paisansrisomsuk The meeting has considered and appointed Mr. Pairoj Paisansrisomsuk to be the director for another term with majority votes of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,216,342,519 Votes Equivalent to Disapproved Amount 501,275 Votes Equivalent to Abstained Amount 105,817,245 Votes 8

9 Agenda 6 To consider and approve the directors' remuneration for the year 2013 The company secretary asked the meeting to consider and approve the directors' remuneration for the year 2013 as the Nomination and Remuneration Committee considered the directors' remuneration for the year 2013 by considering appropriate, business expansion, and profit growth of the Company, thus propose the remuneration for the year 2013 to the Board of Director by using the same director s remuneration structure in 2012 and the Board of Director has considered and approved for appropriate. The directors' remuneration was summarized in the table below; Position Directors remuneration (per month) The Board of Directors Meeting Allowance (per time) The Audit Committee The Executive Directors Committee (Unit: Baht) The Nomination and Remuneration Committee Chairman 50,000 25,000 25,000 20,000 20,000 Non-executive directors 40,000 20,000 20,000 15,000 15,000 Executive directors 40, The company secretary asked the meeting to approve the directors' remuneration for the year The meeting has considered and approved the directors' remuneration for the year 2013 with votes not less than two third of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,196,234,510 Votes Equivalent to Disapproved Amount 601,275 Votes Equivalent to Abstained Amount 127,289,920 Votes Equivalent to Agenda 7 To consider and approve the appointment of auditors and fix their remuneration for 2013 The company secretary proposed the meeting to consider and approve the appointment of auditors and determine their remuneration for 2013 as the Audit Committee has considered and deemed it appropriate to appoint auditors from Ernst & Young Office Limited as the Company s auditors since the auditors form Ernst & Young Office Limited have audited the Company s account since 2009, total 4 years, and they showed good performance. The following are list of auditors; 1. Miss Ratana Jala Certified Public Accountant, registration No and/or 2. Miss Somjai Khunapasut Certified Public Accountant, registration No and/or 3. Miss Phuphun Charoensuk Certified Public Accountant, registration No. 4950

10 And their remuneration is 700,000 Baht which the same remuneration in If those auditors are unable to work for the Company, Ernst & Young Office Limited will arrange other licensed auditors of the company to perform auditing job and provide recommendation for the Company s financial statement in place of those auditors. Auditors of Ernst & Young Office Limited have no relationship and/or stakeholders with Company/Subsidiaries/Executives/Major shareholders/ or the related person with those auditors. Auditors of Ernst & Young Office Limited are auditors of Land and Houses Bank Public Company Limited and Land and Houses Fund Management Company Limited as well. Inquiry, recommendation and explanation before resolution were summarized as follows; Shareholder: Requested the bank to announce quarterly results of operations faster for public and investor s benefits. President: Acknowledged and shall look after the announcement of quarterly results of operations to be faster. The company secretary asked the meeting to approve the appointment of auditors and determine their remuneration for The meeting has considered and approved the appointment of auditors and determine their remuneration for 2013 with majority votes of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,323,005,956 Votes Equivalent to Disapproved Amount 263,609 Votes Equivalent to Abstained Amount 906,999 Votes Chairman: Informed the meeting that before the agenda 8 and 9, asked Chairman of Executive Director to inform the necessary of the proposal issues. Chairman of Executive Director: Inform the agenda 8 the issuing and selling warrant to purchase the Company s ordinary shares Series 3 in the amount of 600,000,000 units for employees of Land and Houses Bank Public Company Limited and the Executive Directors of Land and Houses Bank Public Company Limited, for specifiying the name of directors who has allocated namely, Mrs. Sasitorn Phongsathorn and Mr. Pairoj Paisansrisomsuk. In accordance with the principle of the Securities and Exchange Commission Thailand to specify the name of directors who has allocated to be approved by the meeting. The issuing warrant is for the purpose to reward the employees of the Bank who are intended and devoted themselves to their work and to encourage, and to retain personnel who are competent and effective in working with the bank. And motivated for those who are competent to work with the bank. 10

11 The period of warrant is not exceed 5 years with an exercise price of 1.50 Baht per shares, shall the exercise right since the second year and could exercise right not exceed 20%. For the third year, could exercise right not exceed 20% and the fouth year could exercise all right. The approval for this agenda, there shall be no shareholders who have total shares exceed ten percent of the total votes of shareholders present at the meeting to protest issuance and propose to sell this warrant. Agenda 9 is the propose to approve the allocation of increase ordinary shares as prorate basis for 30 of existing shares to have right to purchase 1 new share with price offer of 1 Baht and the Company shall pay the dividend as cash similar to the amount of the payment of subscription. The Shareholder has to choose to receive only dividend payment or receive dividend payment and invest in the increase ordinary shares which allocated. Agenda 8 To consider and approve the issuing and selling warrant to purchase the Company s ordinary shares Series 3 to employees of Land and Houses Bank Public Company Limited 8.1 Approved the issuing and selling warrant to purchase the Company s ordinary shares Series 3 for employees of Land and Houses Bank Public Company Limited in the amount of 600,000,000 units The company secretary asked the meeting to consider with the opinion of the Nomination and Remuneration Committee and approve the issuing and selling warrant to purchase the Company s ordinary shares Series 3 in the amount of 600,000,000 units, beyond the project of allocation of warrants to purchase the ordinary share of LH Financial Group Public Company Limited to employees of Land and Houses Bank Public Company Limited. with the following objective; 1. To compensate employees of the Bank who have paid attention and devoted their efforts and moral support to work for the bank. 2. To maintain knowledge, competent, and effective employees to continue working with the Bank. 3. To motivate competent person to work with the Bank. 4. To create value added to the Company. The company secretary asked the meeting to approve the issuing and selling warrant to purchase the Company s ordinary shares Series 3 for employees of Land and Houses Bank Public Company Limited in the amount of 600,000,000 units. The meeting has considered and approved the issuing and selling warrant to purchase the Company s ordinary shares Series 3 for employees of Land and Houses Bank Public Company Limited in the amount of 600,000,000 units with vote of not less than three-fourth (3/4) of all the votes of 11

12 shareholders present at the meeting and entitled to vote. And no shareholders who have total shares exceed ten percent of the total votes of shareholders present at the meeting to protest as follows; Approved Amount 9,271,946,118 Votes Equivalent to Disapproved Amount 44,940,191 Votes Equivalent to Abstained Amount 7,311,064 Votes Equivalent to Approved the allocation of warrant to purchase the Company s ordinary shares Series 3 to Directors who are executives of Land and Houses Bank Public Company Limited The company secretary asked the meeting to consider and approve with the opinion of the Nomination and Remuneration Committee and approve the issuing and selling warrant to purchase the Company s ordinary shares Series 3 to 2 Directors who are Executive of Land and Houses Bank Public Company Limited as follows; 1. Mrs. Sasitorn Phongsathorn Executive Director and President 20,000,000 shares 2. Mr. Pairoj Paisansrisomsuk Executive Director and Senior Executive Vice President 15,000,000 shares The company secretary asked the meeting to approve the issuing and selling warrant to purchase the Company s ordinary shares Series 3 to 2 Directors who are Executive of Land and Houses Bank Public Company Limited. The meeting has considered and approved the issuing and selling warrant to purchase the Company s ordinary shares Series 3 to 2 Directors who are Executive of Land and Houses Bank Public Company Limited with the vote of not less than three-fourth (3/4) of all the votes of shareholders present at the meeting and entitled to vote. And no shareholders who have total shares exceed ten percent of total votes of shareholders present at the meeting to protest as follows; Approved Amount 9,157,903,153 Votes Equivalent to Disapproved Amount 45,193,590 Votes Equivalent to Abstained Amount 121,100,630 Votes Equivalent to Approved the reallocate of the received warrants to purchase the Company s ordinary shares Series 3 The company secretary asked the meeting to consider and approve the reallocate of the received warrants to purchase the Company s ordinary shares Series 3 due to warrant holders are no longer the Bank s employees by any reason as the specify conditions. The company secretary asked the meeting to approve the reallocate of the received warrants to purchase the Company s ordinary shares Series 3.

13 The meeting has considered and approved the reallocation of the received warrants to purchase the Company s ordinary shares Series 3 with the vote of not less than three-fourth (3/4) of all the votes of shareholders present at the meeting and entitled to vote. And no shareholders who have total shares exceed ten percent of the total votes of shareholders present at the meeting to as follows; Approved Amount 9,312,928,184 Votes Equivalent to Disapproved Amount 4,208,191 Votes Equivalent to Abstained Amount 7,060,998 Votes Equivalent to Approved the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of allocation of warrant to purchase the Company s ordinary shares Series 3 The company secretary asked the meeting to consider and approve the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of allocation of warrant to purchase the Company s ordinary shares, specify duration for using warrant to purchase the Company s ordinary shares, indicate list of person who will get warrant to purchase the Company s ordinary shares, and number of shares allocated and reallocation of received warrants has been performed well. Inquiry, recommendation and explanation before resolution were summarized as follows; Shareholder: Propose to specify the name list and amount of the Bank s employees who receive the allocated warrant to shareholder. Chairman of the Executive Director: Inform that name list and amount of employees who receive the allocated warrant could not specified because of the period that the Company allocate, the number of employees shall increase or decrease. However, the management shall consider the allocation in accordance to the competence, efficiency, achievement and their work period. The company secretary asked the meeting to approve the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of the allocation of warrants to purchase the Company s ordinary shares Series 3. The meeting has considered and approved the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of the allocation of warrants to purchase the Company s ordinary shares Series 3 with majority votes of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,272,196,184 Votes Equivalent to Disapproved Amount 44,840,191 Votes Equivalent to Abstained Amount 7,160,998 Votes 13

14 Agenda 9 Approved the allocation of 407,122,411 shares to increase capital, 1 Baht per share, for amount of 407,122,411 Baht to offer the existing shareholders 9.1 To consider and approve the allocation of shares to increase capital to the existing shareholders (right offering) The company secretary asked the meeting to consider and approve the allocation of 407,122,411 shares to increase capital, 1 Baht per share, for an amount of 407,122,411 Baht to offer the existing shareholders (right offering) as a prorate basis for 30 of existing shares to have right to purchase 1 new share (30:1) with price offer of 1 Baht. The record date of shareholders who have right to subscribe and right to receive the newly issued shares (Rights Offering) is on Monday, 29 April And gather the names of the shareholders according to Section 225 of the Securities and Exchange Act B.E (as amended B.E.2008) on by closing the share register book for suspension of share transfer Tuesday, 30 April The company will inform the period of subscription and payment of the newly issued shares later. The company secretary asked the meeting to approve the allocation of shares to increase capital to the existing shareholders. The meeting has considered and approved the allocation of shares to increase capital to the existing shareholders with the majority votes of the shareholders who attended the meeting and cast their votes as follows: Approved Amount 9,321,158,299 Votes Equivalent to Disapproved Amount 561,475 Votes Equivalent to Abstained Amount 3,810,998 Votes 9.2 Approved the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of allocation of Rights Offering for the existing shareholder according to the right of each shareholder (rights offering) The company secretary asked the meeting to consider and approve the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to propose to sell ordinary shares to increase capital for single or multiple times, identify number of each sell, identify duration to reserve to purchase and payment of share, identify name list of persons to be allocated and number of shares to be allocated, identify details and allocation methods, new allocation or allocation if allocated person did not reserve the right to purchase or reserve more than right, and other issues as deemed appropriate. 14

15 The company secretary asked the meeting to approve the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of allocation of Rights Offering The meeting has considered and approved the assignment of the Company s Directors and/or authorized person by the Company s Directors to be authorized to indicate criteria, condition, and details of allocation of Rights Offering for the existing shareholder according to the right of each shareholder (rights offering) with the majority vote of shareholders who attended the meeting and cast their votes as follows: Approved Amount 9,321,364,965 Votes Equivalent to Disapproved Amount 561,475 Votes Equivalent to Abstained Amount 3,604,332 Votes Agenda 10 Approved the decreasing and increasing of Company's registered share capital 10.1 Approved the decrease of the Company s registered share capital by 186,310,487 Baht by cutting off registered ordinary shares not yet sold first The company secretary asked the meeting to consider and approve the decrease of the Company s registered share capital by 186,310,487 Baht by cutting off registered ordinary shares not yet sold first. Registered share capital will be changed from 12,399,982,813 Baht to 12,213,672,326 Baht because the company will increase the registered share capital and still have the rest shares to support convertible debenture or warrant to purchase a certain amount of shares. Therefore, to be in accordance with the law, the Company shall decrease registered share capital first. The company secretary asked the meeting to approve decrease of the Company s registered share capital by 186,310,487 Baht. The meeting has considered and approved decrease of the Company s registered share capital by 186,310,487 Baht by cutting off registered ordinary shares not yet sold first with votes not less than three fourth of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,319,235,649 Votes Equivalent to Disapproved Amount 2,484,125 Votes Equivalent to Abstained Amount 3,810,998 Votes Equivalent to

16 10.2 To consider and approve increase of Company s registered share capital for 1,161,601,284 Baht from registered share capital 12,213,672,326 Baht to 13,375,273,610 Baht The company secretary asked the meeting to consider and approve the increase of Company s registered share capital for 1,161,601,284 Baht from registered share capital 12,213,672,326 Baht to 13,375,273,610 Baht by issuing new ordinary shares for 1,161,601,284 shares, 1 Baht per share in order to support the following issue; 1. Capital Increasing at an amount of 136,295,844 Baht to support the Warrant Series 1 and the adjusting of right. 2. Capital Increasing at an amount of 18,183,029 Baht to support the Warrant Series 2 and the adjusting of right. 3. Capital Increasing at an amount of 600,000,000 Baht to support the Warrant Series 3 according to the resolution of the agenda item 8 4. Capital Increasing at an amount of 407,122,411 Baht to support the increase capital according to the resolution of the agenda item 9 Inquiry, recommendation and explanation before resolution were summarized as follows; Shareholder: Asked for the purpose of increase capital that shall be used to invest in which areas. Chairman of the Executive Director: Informed that the company shall invest in its subsidiaries to support the expansion of business and reinforce the financial position. At the present, the Bank expanded more than 70 branches and the asset grown up more than billion Baht. Shareholder: Propose the stock dividend payment. Chairman of the Executive Director: Inform that last year was the stock dividend payment but the stock dividend payment has the payment ratio that less that bookkeeping which the Company lost the opportunity to use some money to make profits. Thus, the Company pay dividend as cash. The company secretary asked the meeting to approve increase of Company s registered share capital for 1,161,601,284 Baht from registered share capital 12,213,672,326 Baht to 13,375,273,610 Baht The meeting has considered and approved increase of Company s registered share capital for 1,161,601,284 Baht from registered share capital 12,213,672,326 Baht to 13,375,273,610 Baht with votes not less than three fourth of total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,319,210,849 Votes Equivalent to Disapproved Amount 2,484,125 Votes Equivalent to Abstained Amount 3,835,798 Votes Equivalent to

17 Agenda 11 To consider and approve the amendment of the Memorandum of Association, Article 4 Registered share capital to comply with the decrease/increase of registered share capital The company secretary asked the meeting to consider and approve the amendment of the Memorandum of Association, Article 4 Registered Share Capital as follows; 11.1 The amendment of the Memorandum of Association, Article 4 Registered Share Capital to comply with the decrease of registered share capital according to the resolution of the agenda item 10.1, changes are as follows; Article 4 Registered share capital 12,213,672,326 Baht (twelve billion two hundred and thirteen million six hundred and seventy two thousand three hundred and twenty six Baht) Divided into 12,213,672,326 shares (twelve billion two hundred and thirteen million six hundred and seventy two thousand three hundred and twenty six shares) Price per share 1 Baht (one Baht) Divided into Ordinary shares 12,213,672,326 shares (twelve billion two hundred and thirteen million six hundred and seventy two thousand three hundred and twenty six shares) Preferred shares - Share ( - ) 17 Article The amendment of the Memorandum of Association, Article 4 Registered Share Capital to comply with the increase of registered share capital according to the resolution of the agenda item 10.2, changes are as follows; Registered share capital 13,375,273,610 Baht (thirteen billion three hundred and seventy five million two hundred and seventy three thousand six hundred and ten Baht) Divided into 13,375,273,610 shares (thirteen billion three hundred and seventy five million two hundred and seventy three thousand six hundred and ten shares) Price per share 1 Baht (one Baht)

18 Divided into Ordinary shares 13,375,273,610 shares (thirteen billion three hundred and seventy five million two hundred and seventy three thousand six hundred and ten shares) Preferred shares - Share ( - ) The company secretary asked the meeting to approve the amendment of the Memorandum of Association, Article 4 Registered Share Capital. The meeting has considered and approved the amendment of the Memorandum of Association, Clause 4 Registered Share Capital to comply with the decrease/increase of registered share capital with votes not less than three fourth of total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,319,263,582 Votes Equivalent to Disapproved Amount 2,484,125 Votes Equivalent to Abstained Amount 3,845,798 Votes Equivalent to Agenda 12 Approved the amendment of the Company s Objectives The company secretary asked the meeting to consider and approve the amendment of the Company s Objectives by adding 2 articles from 13 articles to 15 articles to fulfill the operation of business as follows; (14) Make profit from money by deposit, reserve, purchase, or any mean in order to get bonds, financial negotiable, note, bill of exchange, monetary instrument, bond exchange, instrument or evidence of right or other bonds, shares, debenture, unit, as well as all kinds of securities. (15) Any asset or right purchased, provided, acquired by the Company by any mean, the Company will pay in cash or shares of the Company by getting dividend or not paying dividend or to receive capital before or after, or pay partial in cash and sell any shares, or any mean. Contract depends on the Company s description. The company secretary asked the meeting to approve the amendment of the Company s Objectives.

19 The meeting has considered and approved the amendment of the Company s Objectives with votes not less than three-fourth of the total votes of shareholders who attended the meeting and have right to vote as follows; Approved Amount 9,280,568,966 Votes Equivalent to Disapproved Amount 41,053,475 Votes Equivalent to Abstained Amount 3,971,064 Votes Equivalent to Agenda 13 To acknowledge right adjustment according to warrant to purchase the Company s ordinary shares Series 1 and 2 The company secretary informed the meeting about adjustment according to warrant to purchase the Company s ordinary shares Series 1 and 2 which was complied with right adjustment informed to the Securities and Exchange Commission Thailand as a result of the increase of capital as a prorate basis for 30 of existing shares to have right to purchase 1 new share with price offer of 1.00 Baht as follows; - Existing right, 1 warrant to ordinary share, exercise price 1.00 Baht - New right, 1 warrant to ordinary share, exercise price 1.00 Baht No question from shareholders The meeting acknowledged right adjustment according to warrant to purchase the Company s ordinary shares Series 1 and 2. Agenda 14 To consider other issues Chairman invited shareholders to give recommendation or question any issue. They were summarized as follows; Shareholder: Asked for the business operation trends of the Bank and the preparation for AEC. Chairman of the Executive Director: Informed that at the present the Bank s loans were Post Financing or Mortgage Financing around 30-40%, the rest was SME and Big Corporate. The preparation for AEC, the Bank was in the process of researching for information and shall operate at the same time. Such operation shall be clearly reported to shareholder next year. President: Additionally explained regarding the branches, in the middle of this year the Bank will has 75 branches and has the plan to expand to 95 branches at the end of the year. The size of branches will be in accordance with the competition strategies Micro Branch which is a small branch that could perform various services for the purpose to decrease costs. 19

20 Shareholder: Asked for the Bank s plan to increase ROE and NIM. Chairman of the Executive Director: Informed that the Bank changed from retail bank to commercial bank at the end of 2011, the Bank could perform various services and ROE has continuously grown up and expected that ROE will grow up to the satisfied level in the next 3 year. Chairman: Additionally explained that for the change from retails bank to commercial bank need to have at least billion Baht. The Bank needs the commercial bank certificate for the purpose to perform various services and its need to increase capital to be in accordance with the official regulation, ROE increase not much. However, the Bank will operate business with efficiency to increase ROE. No additional question from shareholders, the Chairman thanks all shareholders attended the 2013 Annual General Meeting and giving a useful recommendation. The Chairman adjourned the meeting. The Meeting was adjourned at 3.20 pm 20 -Anant Asavabhokhin- (Mr. Anant Asavabhokhin) Chairman of the meeting (Mr. Vichian Amornpoonchai) The company secretary