NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS No. 1/2016

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1 NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS No. 1/2016 Tuesday 5 th January 2016 AT 10:00 AM. 5 TH FLOOR AUDITORIUM 118/1 TIPCO TOWER, RAMA 6 ROAD, SAMSEN NAI, PHAYATHAI, BANGKOK 10400

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3 27 th November 2015 To : Re : The Shareholders of Tipco Asphalt Public Company Limited (the Company ) Notice of the Extraordinary General Meeting of Shareholders No. 1/2016 ( the Meeting ) Enclosure: 1. Copy of the Minutes of Annual General Meeting of Shareholders No. 1/2015 (AGM No. 1/2015) 2. Information Memorandum on the Connected Transaction 3. Information from Independent Financial Advisor ( IFA ) 4. Information and documents required to attend the Meeting (namely Proxy, Registration and Voting) 5. Proxy form B and Curricula Vitae of Independent Directors proposed to serve as proxy of shareholders 6. Articles of Association of the Company in relation to shareholders meeting 7. Map of the Meeting venue NOTICE IS HEREBY GIVEN that the 6/2015 Board of Directors has resolved to convene the Extraordinary General Meeting of Shareholders No. 1/2016 on Tuesday 5 th January 2016 at 10:00 am. on 5 th Floor Auditorium, Tipco Tower 118/1 Rama 6 Rd., Samsen Nai, Phayathai, Bangkok The agenda of the meeting is as follows; Agenda 1 To consider and adopt the minutes of the Annual General Meeting of the Shareholders No. 1/2015 held on 7 th April 2015; Preamble: The minutes of Annual General Meeting of Shareholders (AGM) No. 1/2015 held on Friday 7 th April 2015 was submitted to the Securities and Exchange Commission Thailand (SEC), Stock Exchange of Thailand and Ministry of Commerce within the 14 days from the meeting date and posted on the Company s website ( on 20 th April 2014 as required by the Stock Exchange of Thailand regulations. Details of which are provided in Enclosure 1. Board recommendation: The meeting should adopt the minutes of the Annual General Meeting of Shareholders No. 1/2015 held on Tuesday 7 th April Votes to pass the resolution: Majority votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote are required. Agenda 2 To consider and approve to increase the current registered capital of Baht 1,578,735,570 to the new registered capital of Baht 1,579,343,570 by 608,000 shares and allocate to reserve for exercising Long Term Incentive Program grant #1 (ESOP-W1) and #2 (ESOP-W2) which the ordinary shares reserved for the exercise of ESOP-W1 and ESOP-W2 were previously reduced in error by 101,000 shares and 507,000 shares, respectively at the par value of Baht 1 each, and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the increase of the registered capital 1

4 Preamble: The Company reported on the results of the sale of securities (F53-5). No. of shared reserved for exercising of warrant, ESOP-W1 at 1,000,000 and ESOP-W2 at 59,500 should be increased by 101,100 and 507,000 shares, respectively due to erroneous capital decrease in the past. Therefore, the Company ask to increase 608,000 shares and allocate those shares to reserve for ESOP exercising and amend to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the increase of the registered capital. From To Clause 4 Registered Share Capital 1,578,735,570 Baht (One billion five hundred and seventy-eight million seven hundred and thirty-five thousand five hundred and seventy Baht) No. of ordinary shares 1,578,735,570 shares (One billion five hundred and seventy-eight million seven hundred and thirty-five thousand five hundred and seventy shares) Value per Share Baht 1 each (One Baht) Categorized as Ordinary shares 1,578,735,570 shares (One billion five hundred and seventy-eight million seven hundred and thirtyfive thousand five hundred and seventy shares) Preference Shares none shares (-) Clause 4 Registered Share Capital 1,579,343,570 Baht (One billion five hundred and seventy-nine million three hundred and forty-three thousand five hundred and seventy Baht) No. of ordinary shares 1,579,343,570 shares (One billion five hundred and seventy-nine million three hundred and forty-three thousand five hundred and seventy shares) Value per Share Baht 1 each (One Baht) Categorized as Ordinary shares 1,579,343,570 shares One billion five hundred and seventy-nine million three hundred and forty-three thousand five hundred and seventy shares) Preference Shares none shares (-) 2

5 Board recommendation: The Meeting should approve the increase the current registered capital of Baht 1,578,735,570 to the new registered capital of Baht 1,579,343,570 by 608,000 shares and allocate to reserve for exercising of ESOP-W1 and ESOP-W2 and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the increase of the registered capital Votes to pass the resolution : Votes of not less than three quarters of the total number of the votes of the shareholders attending the meeting by proxy or physical presence and entitled to vote are required. Agenda 3 To consider and approve the proposed acquisition by the Company and its subsidiary for ordinary shares in five companies (collectively, the Targets ) from Colas S.A. ( Colas ), a major shareholder as of 1 December 2015, the latest book closing date, and considered as a connected person of The Company (the Transaction ) in which Apple Wealth Securities Plc. is the Independent Financial Advisor (IFA) to provide opinions on the acquisition of the Targets Preamble : Per the Group s mission to be a globally preferred integrated asphalt & petroleum-related products company and vision for 2020 distribute 6 million tons of asphalt and petroleum products across 5 continents by 2020 in a sustainable and responsible manner, the Company and its subsidiary has the intention to execute one of the Group s main strategy to expand current asphalt market by acquiring ordinary shares of the Targets, details as follows: Seller Buyer The Targets Acquisition Percentage (%) Asphalt Business Colas S.A. ( Colas ) The Company Raycol Asphalt Co., Ltd. ( Raycol ) Tasco International (Hong Kong) Ltd. ( TIHK ) PT Asphalt Bangun Sarana ( ABS ) Highway Resources Pte Ltd. ( HR ) Vessel Business Colas S.A. ( Colas ) Tasco International (Hong Kong) Ltd. ( TIHK ) AD Shipping Pte Ltd. ( ADS ) Reta Link Pte Ltd. ( RTL ) In acquiring ordinary shares of the Targets who operate in current asphalt market which the Group has expertise in; expansion into Thai, Indonesia, Singapore and Vietnam markets can promptly increase the Group s sales volume, market share and competitiveness. However, entering into the Transaction with Colas, a connected person, is considered acquisition of assets as prescribed in the Notification of the Capital Market Supervision Board No. TorChor 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Securities Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Company Concerning the 3

6 Acquisition and Disposition of Assets, 2004 ( Notification of Acquisition and Disposal of Assets ). The Company has to calculate transaction size based on the by Notification of Acquisition and Disposal of Assets rules. The transaction size based on total value of consideration paid method, which yields the highest value among four methods, is 13.61% (less than 15%). The Company is not required to disclose further information under the Notification of Acquisition and Disposal of Assets rules. However, the Transaction is deemed to be a purchase or acquisition of the business of other companies pursuant to Section 107(2)(b) of the Public Limited Companies Act B.E which requires to be approved by the Company s shareholders meeting. In addition, the Transaction is considered as connected party transactions, as prescribed in the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 re: Related Parties Transaction and the Notification of the Board of Governors of the Securities Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions 2003 ( Notification of Connected Transactions ). According to the calculation, the size of the Transaction with Colas equals to USD million or equivalent to Baht 2, million or percent according to consolidated financial statements as of 30 th September 2015, which is more than Baht 20 million and more than 3% of the net tangible assets of The Company and its subsidiaries. Therefore, The Company has prepared an Information Memorandum disclosing details relating to the Transaction to the Stock Exchange of Thailand ( SET ) Enclosure 2, and obtain shareholders approval with a vote at least three-fourths of the total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders equity. In addition, the Company has appointed Apple Wealth Securities Plc. as the Independent Financial Advisor ( IFA ) to provide opinions in connection with the Transaction Enclosure 3. Board recommendation : The Board of Directors Meeting considered and proposed the matter to the Shareholders Meeting to consider and approve the acquisition of ordinary shares of the Targets according to the details and conditions proposed by the Board of Directors meeting in all respects. In this regards, the acquisition of ordinary shares of the Targets shall be in accordance with the procedures as required in the Notification of Connected Transactions. In addition, the Board of Directors Meeting duly approved the authorization of Mr. Somchit Sertthin to have the authority to negotiate and sign Share Purchase Agreement (SPA) with Colas and relevant documents to disclose information to the SET and the SEC. Votes to pass the resolution : By votes of not less than three quarters of the total number of votes of shareholders who are attending the meeting by proxy or physical presence and entitled to vote, excluding connected persons and/ or shareholders with interests, are required. Agenda 4 Other matters, if any The Company approved to fix the date for determining the names of shareholders who shall entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2016 on 30 th November 2015 and the date for gathering the names of shareholders under Section 225 of the Securities and Exchange Act B.E (as amended) by closing the share register book and suspending the share transfer on 1 st December

7 Therefore, please be invited to attend the Meeting at the date, time and place stated above. Any shareholder who wishes to appoint a proxy to attend and vote on his or her behalf at this Meeting, please duly complete the attached Proxy form or download the Proxy form from (under Investor Relations section) and submit it to the Company Secretary. Yours faithfully, By Order of the Board of Directors Mr. Somchit Sertthin Chief Executive Officer Additional Notes : Shareholders can preview the notice of EGM and other related documents from the Company s website at 5

8 MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS No. 1/2015 Tuesday 7 th April 2015 Auditorium, 5 th floor, Tipco Tower Enclosure 1 The meeting was held on Tuesday 7 th April 2015 at hours at the Auditorium of the Company s head office, 5 th Floor, Tipco Tower, No. 118/1 Rama VI Road, Samsen Nai, Phaya Thai, Bangkok Ms. Laksana Supsakorn, Chairman of the Board, acted as the Chairman of the Meeting. The Chairman declared the Meeting open and informed the Meeting that at this moment the total number of shareholders attending this Meeting was as follows: 129 in persons holding altogether 9,321,169 shares or amounting to %, 174 by proxies holding altogether 92,755,870 shares or amounting to %, 163 by proxies, holding altogether 13,124,784 shares or amounting to %, sent by registered mail appointing Independent Directors (Mr. Parnchalerm Sutatam or Mr. Nopporn Thepsithar or Mr. Niphon Suthimai or Mr. Phirasilp Subhapholsiri) to attend and vote on their behalf. Therefore, the total number of attendees were 466 persons, holding altogether 115,201,823 shares or amounting to % of the Company s total number of shares (the Company had 3,314 shareholders and 153,427,157 shares in total), thereby constituting a quorum according to Article 33 of the Articles of Association of the Company which required shareholders and proxies attending the meeting of not less than 25 persons and holding shares altogether not less than one-third of the total number of shares issued of the Company. The Chairman introduced to the Meeting the following Directors, a representative of the Auditor of the Company, and other relevant officers who attended the meeting: Directors Present 1. Ms. Laksana Supsakorn Chairman 2. Mr. Niphon Suthimai Independent Director Chairman of the Audit Committee 3. Mr. Somchit Sertthin Chief Executive Officer 4. Mr. Chaiwat Srivalwat Managing Director Corporate Governance Committee Member Independent Directors Witnessing the Vote Counting 1. Mr. Phirasilp Subhapholsiri Independent Director Audit Committee Member Chairman of the Corporate Governance Committee 6

9 Other Directors attending the meeting 1. Mr. Jacques Pastor Vice Chairman Executive Director Nomination and Remuneration Committee Member 2. Mr. Koh Ban Heng Independent Director 3. Mr. Sitilarb Supsakorn Executive Director 4. Mr. Hugues de Champs Executive Director 5. Mr. Jacques Marechal Executive Director Corporate Governance Committee Member Enclosure 1 Directors not attending the meeting 1. Mr. Nopporn Thepsithar Independent Director Audit Committee Member Chairman of the Nomination and Remuneration Committee 2. Mr. Hervé Le Bouc Director 3. Mr. Jacques Leost Director 4. Mr. Parnchalerm Suthatham Independent Director Audit Committee Member Nomination and Remuneration Committee Member 5. Mrs. Anne-Marie Machet Independent Director Nomination and Remuneration Committee Member Corporate Governance Committee Member Company Secretary 1. Mr. Pornsatian Saowapaksoontorn Auditor Representative and Minutes Recorder 1. Mr. Supachai Phanyawattano and Ms. Nattamon Ingkapradit Representative of EY Office Limited 2. Mr. Parama Saovabha Minutes Recorder from Rajah & Tann (Thailand) Ltd. The meeting started at 10:00 hours. The Chairman informed the meeting that Mr. Nopporn Thepsithar, the Chairman of the Nomination and Remuneration Committee who the Company invited to this meeting as one of the independent directors to witness the vote counting was not able to attend this meeting due to urgent matters. Mr. Hervé Le Bouc, Mr. Jacques Leost, Mr. Parnchalerm Suthatham, and Mrs. Anne-Marie Machet could not attend this meeting since they are abroad on a business trip. 7

10 The Chairman informed the meeting that there was a video recording of this meeting for future reference. The Chairman also informed of the method for voting that the Company had prepared the voting bar code ballots for computerized processing and gave to the shareholders in 3 categories. They contained three boxes for those who vote in favor of the resolution with the wording Approved, those who vote against the resolution with the wording Disapproved and those who abstain with the wording Abstained. The votes would be counted from the ballots of the votes against the resolution and the abstaining ballots to arrive at the votes in favor of the relevant resolution by deducting from the total number of votes attending the meeting with those votes against the matter and abstaining votes. In casting the votes, the shareholders and proxies shall vote on ballots in accordance with their intentions and specify the number of votes on the ballots together with their signatures. For proxies whose votes have already been specified, they need not submit the ballots. Collection of voting ballots would be made only for those Disapproved and Abstained. For those Approved ballots, they would be collected at the end of the meeting. In voting, 1 share shall be counted as 1 vote. Mr. Phirasilp Subhapholsiri, independent director, witnessed the counting of the votes together with officers of the Company. The resolution of the meeting shall be passed by a majority of the votes of the persons attending the meeting and entitled to vote, except in certain agenda where the votes required to pass the resolution for such agenda shall require the number of votes as particularly specified in such agenda. The Chairman informed the meeting that during the period from 3 rd November 2014 to 30 th January 2015, the Company informed the shareholders that the shareholders can propose additional agenda through the news system of the Stock Exchange of Thailand and the Company s website. However, there was no shareholder proposing any matter to the consideration of the directors to include such proposal as additional agenda during the aforementioned period. The Chairman then conducted the meeting according to the following agenda: Enclosure 1 Agenda 1 To consider and adopt the minutes of the Annual General Meeting of Shareholders No. 1/2014 The Chairman presented to the meeting, for its consideration and adoption, the minutes of the Annual General Meeting of Shareholders No. 1/2014 held on 4 th April Such minutes was prepared and completed within 14 days from the date of the meeting and was delivered to the Office of the Securities and Exchange Commission, The Stock Exchange of Thailand and the Ministry of Commerce and was posted on the Company s website, on 17 th April A copy of the minutes was provided to the meeting as the attachment to the invitation notice to this meeting. The minutes was considered correct and completed by the Board and was recorded in accordance with said meeting and therefore was appropriate to submit to this meeting to consider adopting the same. The Chairman asked whether shareholders have any question or wish to amend anything in the minutes. There was no shareholder making any enquiry. The Chairman therefore asked the shareholders to vote and the Company s staff to collect the ballots from shareholders voting Disapproved and Abstained respectively. 8

11 The Chairman informed the meeting that there were 25 additional shareholders attending the meeting at the time of this agenda, holding altogether 580,923 shares, and therefore the total number of attended shareholders was 491 persons, holding altogether 115,782,746 shares. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda was majority votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by majority votes resolved that the minutes of the Annual General Meeting of Shareholders No. 1/2014 be adopted as proposed as per the following voting details: 487 Shareholders voted Approved under this agenda, held altogether 115,450,943 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 900 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 2 To acknowledge the Company s performance for the year 2014 The Chairman informed the meeting that the result of the Company s performance for the previous year 2014 had been included in the 2014 Annual Report which has been sent to the shareholders together with the invitation notice to this meeting, and which has also been posted on the Company s website, The Chairman asked the Managing Director (Mr. Chaiwat Srivalwat) to report the Company s performance for the year 2014 according to the consolidated financial statements of the Company, the essential details of which was as follows: Description 2014 (Million Baht) 2013 (Million Baht) Sales & Service Income 45,727 33,935 Gross Profit 2,005 1,740 Selling and Administrative Expenses Other Expenses / (Other Income) (298) (179) Operating Profit 1,506 1,134 EBITDA 2,630 1,789 Finance Cost Corporate Income Tax Operating Profit after Tax 1, Impairment of Fixed Assets 0 (2) Profit from Investment in Associate Company Minority Interest 43 (30) Net Profit of the Group 1, Enclosure 1 9

12 The Managing Director explained that the sales volume in 2014 was higher by approximately 34.75% because the Company was able to continuously procure heavy crude oil for the production of asphalt products, and the international sales volume was higher because of the strong demand in this region. In addition, the Company increased the production capacity of its refinery in Malaysia by 20% in April last year. The Company also entered into a term supply agreement at the beginning of last year, which allows the Company to purchase 11 million barrel of heavy crude oil per year for 4 years, while the Company purchased only 6 million barrel of crude oil in Moreover, domestic sale continues to perform well, as the domestic sales volume for 2014 was close to the domestic sales volume for The Company has a higher gross profit margin, because of the lower crude price, as the crude price was approximately USD 100 per barrel at the beginning of 2014, but it came down to approximately USD 50 per barrel at the end of The Managing Director then invited questions from the shareholders. Enclosure 1 Mr. Watchara Pancha-arnon, a shareholder, stated that the price of asphalt did not decrease as much as the rate of decrease for crude price, but why the Company s gross profit did not grow proportionally. The Managing Director explained that the main reason for the Company to have better gross profit margin is the lower crude price, but the price of asphalt products does not decrease proportionally. The Company had good performance in Q3 and Q4 of 2014, when compared to Q1 and Q2 of As such, overall, the Company had higher profits. The Company had significantly higher sales volume, because of the hi gher international sale. However, international sale margin is than domestic margin, which reduces the overall gross profit margin percentage. In any event, this depends on the product mix and the countries in which the Company sells asphalt products to. The same shareholder stated that it was his opinion that the Company did not fully benefit from the lower crude price. The Chief Executive Officer explained that the crude price significantly decreased in December However, products that the Company sold at the end of 2014 were produced from crude that the Company purchased a few months before. The crude that the Company purchased in December 2014 would provide benefits to the Company during Q1/2015. Mr. Veerapol Gnamwongwan, a shareholder, asked about the Company s hedging policy last year and this year. The Managing Director explained that the Company continued to use the same hedging policy in relation to crude and asphalt prices. That is, immediately after the Company makes a sale of products in advance, the Company will enter into a hedging contract. With respect to crude, if the Company views that the price of crude has a tendency to decrease, which is similar to Q3 and Q4 of last year, the Company would not enter into a hedging contract. However, if the crude price is stable or tends to increase, the Company will enter into a hedging contract for each purchase of crude, in order to fix the cost of crude. Approximately 30% of the product will be oil products, which the Company will enter into a hedging contract covering 100% of oil products it produces. This is because the price of oil products is correlated with the crude price in the market. Because asphalt products do not have any relationship with other commodities in the market, the Company will only enter into a hedging contract covering % of asphalt products, depending on the market price, for which the price in Singapore serves as reference. In conclusion, the Company continues to use the same hedging policy that has been applied for the past 3 years. 10

13 Enclosure 1 The same shareholder asked about the conditions for hedging in relation to the purchase of crude oil. The Managing Director explained that, normally, the Company purchases 1 cargo of crude per month, and the price of such cargo will be agreed approximately 1 month before the Company takes delivery. After taking the delivery, it takes approximately days for the cargo to be delivered to the refinery, and the Company has a credit term of approximately 30 days. The Company can manufacture asphalt products within 6 8 weeks after taking delivery of crude. The same shareholder asked about main factors which affect the price of asphalt products. The Managing Director explained that the main factors are demand and supply. A clear example is the domestic price of asphalt products, which does not decrease because the Thai government has a policy to invest in infrastructures at the beginning of the year, while the crude price significantly decreases. However, for international markets, the price of asphalt products does not decrease as much as the crude price, because of the strong demand in this region. Mr. Hungchai Akkhawasakun, a proxy from the Thai Shareholders Club, asked about the benefits that the Company expects to receive from the Thai government s policy to mix rubber with asphalt, and terms and conditions for the Company s contracts for the sale of its products. The proxy also congratulated the Company s directors on successful hedging, and suggested that the Company should include the photo of the candidates who are nominated to replace directors who are retiring by rotation in the notice of the annual general meeting of shareholders as well. The Managing Director stated that the Company will take the suggestion about the picture of directors into consideration. The Managing Director explained further that there are 2 types of asphalt products which has rubber as a component, but rubber accounts for approximately 5 8% only. In this regard, because the rubber price is high, the cost to manufacture such products is higher. However, the mixture of rubber in asphalt products improves the product quality, because rubber add flexibility to the asphalt, which results in greater durability. With respect to the Company s contract for the sale of its products, for the domestic market, the Company sells products to contractors on a daily basis, without signing a contract. However, the Company enters into long-term sales contract for international sale which range from 6 months to 1 year. There was no shareholder asking question in this agenda. The meeting acknowledged the Company s performance for the year 2014 as reported. Agenda 3 To consider and approve the Audited Financial Statements ended on 31 st December 2014 The Chairman reported to the meeting that, in compliance with Section 112 and 113 of the Public Limited Companies Act B.E. 2535, the Company shall prepare the Statements of Financial Position and Comprehensive Income at the end of the fiscal year of the Company, which were audited and certified by the auditor of the Company and submit to the shareholders for approval. The Chairman asked the meeting to consider and approve the Consolidated Statements of Financial Position and Comprehensive Income of the Company as at 31 st December 2014 per details in the 2014 Annual Report which has been sent to the shareholders together with the invitation notice to this meeting. Such financial statements were reviewed by the Audit Committee and certified by the Company s auditor as materially correct in accordance with 11

14 the Thai Financial Reporting Standards. Also, such financial statements were approved by the Company s board of directors. The Chairman then requested the Managing Director to summarize the Consolidated Statements of Financial Position and Comprehensive Income of the Company for the year 2014 in comparison with that of The Managing Director reported to the meeting as per the following summary: Consolidated Statements of Financial Position 31/12/14 (Million Baht) 31/12/13 (Million Baht) Net Fixed Assets 5,681 5,268 Total Assets 15,145 20,274 Total Liabilities 9,020 14,383 Shareholders Equity 6,125 5,891 D/E Ratio Consolidated Statements of Comprehensive Income 2014 (Million Baht) 2013 (Million Baht) Sales & Service Income 45,727 33,935 Gross Profit 2,005 1,740 Net Profit of the Group 1, The Chairman then invited questions from the shareholders in relation to this agenda. Enclosure 1 Mr. Kiat Sumongkolthanakul, a proxy, asked the management the following questions. The first question is why the amount of trade receivables that are past due for 9 12 months and over 12 months on page 116 of the Annual Report 2014 significantly increased from the previous year. The second question is why the amount of the reduction of cost to net realizable value for inventory in 2014 was significantly higher than that in 2013 on page 120 Annual Report The third question is why the Company sold the shares in KOC and KBC at a loss, and what was the benefit of this transaction. The Chief Executive Officer responded to the third question that the sale of shares in KOC and KBC is an internal restructuring, but a loss occurred because KBC had a retained loss and the shares in KBC had to be sold at its book value. However, such internal restructuring does not affect the profit and loss of the Tipco Asphalt Group. The Managing Director responded to the second question that the Company is required to reduce the cost of inventory to the net realizable value equal to the price as at the end of the quarter or mark-to-market the inventory, in order to state the value of inventory to be the value as at the end of the quarter. The Managing Director responded to the first question that the majority of past-due trade receivables are trade receivables with the Company s customers in the central region of China. These customers take a significantly long time to make payment. However, installment payments from these customers have been made at the beginning of this year. The same proxy stated that when considering the profit and loss statement of the Company for 2014 without taking into account the reduction of cost of inventory to net realizable value, it appears that the profit for 2014 is considerably lower than that for 2013, and asked the management to provide an explanation. The Managing Director explained that it is necessary to take into consideration the gain from price hedging contracts together with the reduction of cost of inventory to net realizable value, because they are related to each other. That is, the Company enters into price hedging contracts to protect the value of inventory, which could decrease. As such, when considering these two 12

15 items together, it is clear that the Company did very well to protect the value of inventory, because the Company had gain from hedging for approximately Baht 1.4 billion. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman informed the meeting that the votes required for passing a resolution under this agenda were the majority votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. The Managing Director informed the meeting that there were 6 additional shareholders attending the meeting at the time of this agenda, holding altogether 139,208 shares, and therefore the total number of attended shareholders was 517 persons, holding altogether 117,889,726 shares. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by majority votes resolved that the Consolidated Statements of Financial Position and Consolidated Statements of Comprehensive Income of the Company as at 31 st December 2014 be approved as proposed by the Chairman as per the following voting details: 515 Shareholders voted Approved under this agenda, held altogether 117,852,926 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 900 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 4 To consider and approve the investment and divestment plans for the year 2015 Enclosure The Chairman requested the Managing Director to present the investment and divestment plans for the year Description of Investment 2015 (Million Baht) 2014 (Million Baht) Land improvement and construction of new buildings Machine, computer and software, equipment, furniture and others Investment in the refinery in Malaysia Trucks and vessel for transportation of asphalt Investment in new market in foreign countries Total Investment Budget 1, ,

16 Enclosure 1 The Managing Director explained that the Company planned to make investments in land improvement and construction of new buildings both in Thailand and Malaysia, and purchase machine, computer and software and other equipment for facilities in Thailand and Malaysia. Also, the Company planned to purchase one additional vessel and 10 additional trucks to support the domestic sale, which significantly increases. Description of Divestment 2015 (Million Baht) 2014 (Million Baht) Land, and other Total Divestment Budget The Managing Director explained that the Company plans to dispose land in Prachubkirikan province, Petchburi province and Suratthani province. The total budget would be Baht 264 million. The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman informed the meeting that the votes required for passing a resolution under this agenda were votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. The Managing Director informed the meeting that there were 3 additional shareholders attending the meeting at the time of this agenda, holding altogether 6,000 shares, and therefore the total number of attended shareholders was 520 persons, holding altogether 117,895,726 shares. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that the investment and divestment plans for the year 2015 be approved as proposed as per the following voting details: 519 Shareholders voted Approved under this agenda, held altogether 116,039,826 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 1 Shareholder voted Abstained under this agenda, held altogether 400 shares, representing % of the total number of shares attending this meeting and entitled to vote. 14

17 Agenda 5 To consider and approve the allocation of profit and final dividend payment for the year 2014 as well as to acknowledge the payment of interim dividend The Chairman informed the meeting that pursuant to Section 116 of the Public Limited Company Act of 1992, the Company is required to set aside its annual net profits as legal reserve for not less than 5 percent of the annual net profits after loss carried forward (if any) until the reserve reaches 10 percent of the registered capital. Therefore, the Company s Board proposed the allocation of 5 percent of the net profit of the Company or Baht 10.7 million to the statutory reserves. As at 31 st December 2014, the statutory reserve of the Company was Baht million. The Chairman further informed the meeting that the Company has a policy to pay dividends of not less than 60 percent of its separated financial statement s net profit each year. However, the actual dividend payment depended on cash flow, investment plan of the Company, terms and conditions of agreements entered by the Company, together with all other conditions of necessity and suitability in the future. In this regard, in the meeting of the Board of Directors no. 5/2014, the Board of Directors passed a resolution to distribute an interim dividend for 2014 to the shareholders on 15 th December 2014 consisting of 153,277,957 shares at Baht 1 per share, or approximately Baht 153,277,957. The Chairman further asked the shareholders to consider and approve the final dividend payment for the year 2014 at Baht 1 per share, totaling Baht 153,277,957, while the Record Date of share register book to determine name of shareholders who have the rights to receive dividend payment will be 10 th March 2015 and the Book Closing Date for compiling the list of shareholders in accordance with Section 225 of the Securities and Exchange Act will be 11 th March The dividend payment will be made on 29 th April The Chairman then invited questions from the shareholders. Enclosure 1 Mr. Hungchai Akkhawasakun, a proxy from the Thai Shareholders Club, congratulated the Company for its good performance and ability to make dividend payment to the shareholders. In this regard, the Thai Shareholders Club would like listed companies to declare XD, XR or XW after the shareholders have passed the resolution, because the shareholders can decide whether to continue holding the shares or sell the shares before such declaration. In the past, there was a listed company which declared XD before the annual general meeting, but the shareholders did not approve the dividend payment. This affects minority shareholders. Therefore, the Thai Shareholders Club would like to ask the Company to declare XD after the annual general meeting of shareholders, and make the dividend payment within days after the meeting. In this regard, there are a number of listed companies who declare XD after the annual general meeting of shareholders. The Managing Director stated that the Company will take this suggestion into consideration. Mr. Kiat Sumongkolthanakul, a proxy, asked about the wording in the notice to the annual general meeting, which relates to the payment of dividend and whether it is correct that the Company makes the total dividend payment of Baht 2.00 for 2014, of which Baht 1 dividend has been paid last year and an additional Baht 1 dividend will be paid on 29 th April The Managing Director responded that the proxy s understanding is correct. 15

18 The Chairman invited other shareholders to make additional enquiries in relation to this agenda. There was no additional shareholder making any additional enquiry. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda was majority votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by majority votes resolved that the allocation of profit and final dividend payment for the year 2014 be approved as proposed by the Chairman as per the following voting details: 521 Shareholders voted Approved under this agenda, held altogether 117,870,226 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 1 Shareholder voted Abstained under this agenda, held altogether 400 shares, representing % of the total number of shares attending this meeting and entitled to vote. The meeting acknowledged the 2014 interim dividend payment. Agenda 6 To consider and approve the appointment of auditors and auditing fee for the year To consider and approve the appointment of auditor for the year 2015 Enclosure 1 The Chairman reported to the meeting that, since 2005, the Audit Committee has selected EY Office Limited to be the external auditor of the Company and its subsidiaries. The auditors would be changed every 3 5 years to comply with the requirement of the Securities Exchange Commission. As EY Office Limited is a reliable institution with excellent reputation and has been performing well as auditor for 10 consecutive years, the board of directors agreed with the Audit Committee s recommendation on the appointment of the following auditors from EY Office Limited to be the Company s auditors for the year 2015; namely Mr. Supachai Phanyawattano, Certified Public Accountant No and/or Ms. Siraporn Ouaanunkun, Certified Public Accountant No and/or Ms. Supannee Triyanantakul Certified Public Accountant No The 3 auditors neither have relationship nor interest with the Company, the Company s subsidiaries, management or major shareholders of the Company as well as other related persons. These auditors have been considered and approved by the Audit Committee and proposed to the Board of Directors of the Company for consideration. The board of directors subsequently approved the appointment of the said auditors as the Company s auditors for the year 2015 because EY Office Limited is a well-known auditing firm and has long performing good auditing work for the past 10 years. The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. 16

19 The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda was majority votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. The Managing Director informed the meeting that there was 1 additional shareholder attending the meeting at the time of this agenda, holding altogether 100 shares, and therefore the total number of attended shareholders was 523 persons, holding altogether 117,906,626 shares. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by majority votes resolved that the appointment of the Company s auditors for the year 2015 be approved as proposed by the Chairman as per the following voting details: 521 Shareholders voted Approved under this agenda, held altogether 117,906,626 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 900 shares, representing % of the total number of shares attending this meeting and entitled to vote. 6.2 To consider and approve the audit fee for the year 2015 The Chairman asked the meeting to consider the audit fee of Baht 2.05 million in performing the annual auditing work for the year 2015, which is equal to the audit fee of the previous year. The Audit Committee has approved this fee as appropriate to the volume of work undertaken by the auditors. The Chairman further informed the meeting that the audit fee for the year 2015 does not include other services fee that may occur in EY Office Limited also audits these following 7 subsidiaries of the Company: Type of Business Name of Company 2015 (Baht) 2014 (Baht) Asphalt Business Tipco Asphalt Public Company Limited 2,050,000 2,050,000 Raycol Asphalt Co., Ltd. 550, ,000 Thai Bitumen Co., Ltd. 1,050,000 1,050,000 Total 3,650,000 3,650,000 Enclosure 1 17

20 Enclosure 1 Type of Business Name of Company 2015 (Baht) 2014 (Baht) Marine Business Tipco Maritime Co., Ltd. 260, ,000 Delta Shipping Co., Ltd. 260, ,000 Alpha Maritime Co., Ltd. 240, ,000 Tasco Shipping Co., Ltd. 280, ,000 Bitumen Marine Co., Ltd. 320, ,000 Total 1,360,000 1,360,000 Tipco Asphalt Group Grand Total 5,010,000 5,010,000 The Audit Committee considered this matter and proposed to the Board meeting for consideration and approval. The Board approved this matter and resolved that the matter be submitted to the shareholders meeting for consideration and approval of the auditors fee as described above. The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda was majority votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by majority votes resolved that the remuneration of the Company s auditors for the year 2015 be approved as proposed by the Chairman as per the following voting details: 521 Shareholders voted Approved under this agenda, held altogether 116,050,226 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 900 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 7 To consider and approve remuneration for all members of the Board of Directors and its sub-committees for 2015 The Chairman asked the meeting to consider and approve the remuneration for all members of the Board of Directors for 2015, consisting of the Chairman, Directors, Chairman of the Audit Committee and its members, Chairman of the Nomination and Remuneration Committee and its members, and Chairman of the Corporate Governance Committee and its member as proposed by the Nomination and Remuneration Committee. 18

21 Through the recommendation of the Nomination and Remuneration Committee, the Board of Directors had taken into account the market survey of Directors remuneration of listed companies and proposed the remuneration of all Directors and members of sub-committees for 2015 as follows: 7.1 Retroactive remuneration for all the members of the Corporate Governance Committee for 2014 The Chairman informed the meeting that the Corporate Governance Committee was formed on 14 th August 2013, and had its first meeting on 11 th November 2013 and 4 meetings in The Corporate Governance Committee had considered and presented the code of ethics, corporate governance policies, risk management policy and procedure and other matters to the Board of Directors for approval. However, no remuneration has been paid to the Corporate Governance Committee since its formation. The Company s Board of Directors has considered a survey of the remuneration of corporate governance committees of listed companies, as recommended by the Nomination and Remuneration Committee, based on the survey of the Stock Exchange of Thailand, which shows the annual remuneration for corporate governance committees for each industry. The Chairman asked the meeting to consider and approve the retroactive remuneration of Baht 100,000 for the Chairman of the Corporate Governance Committee and Baht 240,000 for the three Corporate Governance Committee members, totaling Baht 340,000. The Chairman then informed the meeting that the votes required for passing a resolution under the following sub-agenda were votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda, except for Mr. Chaiwat Srivalwat, holding 60,000 shares. The Managing Director informed the meeting that there was 1 additional shareholder attending the meeting at the time of this agenda, holding altogether 200 shares, and therefore the total number of attended shareholders was 524 persons, holding altogether 117,801,826 shares. After collecting the voting ballots cast and checking the votes, the result was that: Enclosure 1 RESOLUTION: The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the retroactive remuneration for all the members of the Corporate Governance Committee be approved as proposed as per the following voting details: 519 Shareholders voted Approved under this agenda, held altogether 117,906,826 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 19

22 Enclosure 1 4 Shareholders voted Abstained under this agenda, held altogether 917 shares, representing % of the total number of shares attending this meeting and entitled to vote. 7.2 Fixed Remuneration for all the members of the Board of Directors and its sub-committees for 2015 The Directors and members of sub-committees would receive the maximum fixed remuneration for all members of Board of Directors and sub-committees for the year 2015 in the total amount of Baht 6.12 million, which represents an increase of Baht 340,000 which is the remuneration for the Corporate Governance Committee, as shown in the table below: Description 2015 (Baht) 2014 (Baht) Chairman 500, ,000 Independent Director (6 x 250,000) 1,500,000 1,500,000 Executive Director / Director (8 x 250,000) 2,000,000 2,000,000 Chairman of Audit Committee 500, ,000 Audit Committee members (3 x 400,000) 1,200,000 1,200,000 Nomination & Remuneration Committee members (4 x 20,000) 80,000 80,000 Chairman of Corporate Governance Committee 100,000 0 Corporate Governance Committee members (3 x 80,000) 240,000 0 Total 6,120,000 5,780,000 The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote on the sub-agenda and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under the following sub-agenda were votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda, except for the following shareholders who were the directors relating in the relevant sub-agenda: Ms. Laksana Supsakorn, holding 1,508,000 shares was not entitled to vote in sub-agenda 7.2.1; Mr. Sitilarb Supsakorn holding 1,220,000 shares, Mr. Somchit Sertthin holding 3,200,016 shares, Ms. Piyaratana Supsakorn holding 1,000,000 shares, Mr. Chaiwat Srivalwat holding 60,000 shares and Mr. Jacques Pastor holding 80,000 shares were not entitled to vote in sub-agenda 7.2.2; Mr. Jacques Pastor holding 80,000 shares was not entitled to vote in sub-agenda 7.2.5; and Mr. Chaiwat Srivalwat holding 60,000 shares was not entitled to vote in sub-agenda After collecting the voting ballots cast and checking the votes, the result was that: 20

23 Enclosure 1 RESOLUTION: The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that fixed remuneration for the Chairman of the Board for 2015 be approved as proposed as per the following voting details: 519 Shareholders voted Approved under this agenda, held altogether 116,362,009 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 917 shares, representing % of the total number of shares attending this meeting and entitled to vote The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that fixed remuneration for the directors for 2015 be approved as proposed as per the following voting details: 513 Shareholders voted Approved under this agenda, held altogether 112,308,292 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that fixed remuneration for the Chairman of the Audit Committee for 2015 be approved as proposed as per the following voting details: 518 Shareholders voted Approved under this agenda, held altogether 117,868,308 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that fixed remuneration for the Audit Committee members for 2015 be approved as proposed as per the following voting details: 519 Shareholders voted Approved under this agenda, held altogether 117,868,309 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote. 21

24 The Managing Director informed the meeting that there was 1 additional shareholder attending the meeting at the time of the sub-agenda 7.2.4, holding altogether 1 share, and therefore the total number of attended shareholders was 525 persons, holding altogether 117,906,827 shares The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that remuneration for the Nomination and Remuneration Committee members for 2015 be approved as proposed as per the following voting details: 518 Shareholders voted Approved under this agenda, held altogether 117,788,309 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that remuneration for the Chairman of the Corporate Governance Committee for 2015 be approved as proposed as per the following voting details: 519 Shareholders voted Approved under this agenda, held altogether 117,868,309 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that remuneration for the Corporate Governance Committee members for 2015 be approved as proposed as per the following voting details: 518 Shareholders voted Approved under this agenda, held altogether 117,808,309 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 6 Shareholders voted Abstained under this agenda, held altogether 2,618 shares, representing % of the total number of shares attending this meeting and entitled to vote. 7.3 Variable Remuneration for all the members of the Board of Directors for the performance of 2015 Enclosure 1 On condition that the Company is profitable and subject to approval of the Board of Directors, variable remuneration payments of not exceeding 1 time of the total annual fixed remuneration of all members of the Board of Directors (not including the remuneration of the sub-committees) shall be considered and paid to all members of the Board of Directors by the Company. 22

25 The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under the this agenda were votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda, except for the following shareholders who were also the directors relating in this agenda: Ms. Laksana Supsakorn, holding 1,508,000 shares; Mr. Sitilarb Supsakorn holding 1,220,000 shares; Mr. Somchit Sertthin holding 3,200,016 shares; Ms. Piyaratana Supsakorn holding 1,000,000 shares; Mr. Chaiwat Srivalwat holding 60,000 shares; and Mr. Jacques Pastor holding 80,000 shares. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by votes of not less than two-thirds of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to votes resolved that variable remuneration for all the members of the Board of Directors for the year 2015 be approved as proposed as per the following voting details: 514 Shareholders voted Approved under this agenda, held altogether 110,800,110 shares, representing % of the total number of shares attending this meeting and entitled to vote; 14 shareholders voted Disapproved under this agenda, held altogether 200 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 2,601 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 8 To consider and approve election of Directors to replace those who are retired by rotation Enclosure 1 The Chairman informed the meeting that pursuant to Section 71 of the Public Limited Company Act of 1992 and Article 16 of the Articles of Association of the Company, one-third of the directors or the number nearest to one-third must be retired at every Annual General Meeting. At this meeting, the following 5 directors would be retired by rotation. Mr. Jacques Marechal Mr. Nopporn Thepsithar Mr. Niphon Suthimai Mr. Phirasilp Subphapholsiri Ms. Laksana Supsakorn 23

26 Enclosure 1 From 3 rd November 2014 to 30 th January 2015, the Company, via the Stock Exchange of Thailand s and the Company s websites, requested shareholders to propose names of candidate they would like to nominate for the appointment as Directors. There was no shareholder nominating such person(s) for consideration to the Nomination and Remuneration Committee. The Board concurred with the view of the Nomination and Remuneration Committee that Mr. Jacques Marechal, Mr. Nopporn Thepsithar, Mr. Niphon Suthimai, Mr. Phirasilp Subphapholsiri, and Ms. Laksana Supsakorn should be re-elected for another term as their background, knowledge and experience have contributed to the Company s success on a continuing basis. Moreover, they have possessed qualifications under the Public Limited Company Act and were not subject to any prohibition as required by the rules of the Office of the Securities and Exchange Commission. The Board unanimously resolved to propose to the consideration of the shareholders meeting the election of the 5 directors, namely Mr. Jacques Marechal, Mr. Nopporn Thepsithar, Mr. Niphon Suthimai, Mr. Phirasilp Subphapholsiri, and Ms. Laksana Supsakorn to be directors of the Company. The candidates Curricula Vitae s were provided to the shareholders together with the invitation notice to this meeting. The Chairman further informed the meeting that Clause 15 of the Company s Articles of Association sets out the rules and procedures for electing directors as follows: Separate round of voting by the shareholders shall take place for each Director position; Each shareholder has a voting right of one vote per one share for each Director position to be elected; Each Director position shall be allocated to the person who has received the most votes provided that the number of votes received is not less than three-fourths of the total number of votes of shareholders attending the meeting by proxy or physical presence and having the right to vote. (Director(s) who are also shareholder(s) are not eligible to vote for his/her own re-election). The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote on the sub-agenda and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Managing Director informed the meeting that there was 1 additional shareholder attending the meeting at the time of this agenda, holding altogether 1 shares, and therefore the total number of attended shareholders was 526 persons, holding altogether 117,906,828 shares. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda were votes given to person who received most votes in the election by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda, except for Ms. Laksana Supsakorn holding 1,508,000 shares who is not entitled to vote on the sub-agenda 8.5. After collecting the voting ballots cast and checking the votes, the result was that: 24

27 Enclosure 1 RESOLUTION: 8.1 The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that Mr. Jacques Marechal be re-elected as a director of the Company for another term of office as per the following voting details: 521 Shareholders voted Approved under this agenda, held altogether 117,500,693 shares, representing % of the total number of shares attending this meeting and entitled to vote; 2 Shareholders voted Disapproved under this agenda, held altogether 369,807 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 427 shares, representing % of the total number of shares attending this meeting and entitled to vote. 8.2 The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that Mr. Nopporn Thepsithar be re-elected as a director of the Company for another term of office as per the following voting details: 522 Shareholders voted Approved under this agenda, held altogether 117,870,501 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 427 shares, representing % of the total number of shares attending this meeting and entitled to vote. 8.3 The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that Mr. Niphon Suthimai be re-elected as a director of the Company as per the following voting details: 522 Shareholders voted Approved under this agenda, held altogether 117,870,501 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 427 shares, representing % of the total number of shares attending this meeting and entitled to vote. 8.4 The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that Mr. Phirasilp Subphapholsiri be re-elected as a director of the Company as per the following voting details: 522 Shareholders voted Approved under this agenda, held altogether 117,870,501 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 427 shares, representing % of the total number of shares attending this meeting and entitled to vote. 25

28 Enclosure The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that Ms. Laksana Supsakorn be re-elected as a director of the Company as per the following voting details: 521 Shareholders voted Approved under this agenda, held altogether 115,992,694 shares, representing % of the total number of shares attending this meeting and entitled to vote; 2 Shareholders voted Disapproved under this agenda, held altogether 369,807 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 427 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 9 To consider and approve the change in the par value of the Company s ordinary shares from Bath 10 per share to Bath 1 per share, resulting in increase in the number of shares from 172,123,329 shares to 1,721,233,290 shares, and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the change in the par value of the Company s ordinary shares The Chairman informed the meeting that, in order to increase the liquidity of the Company s shares, the Company s Board of Directors passed a resolution to propose to the shareholders the change in the par value of the Company s ordinary shares from Baht 10 per share to Baht 1 per share, which results in an increase in the number of shares from 172,123,329 shares to 1,721,233,290 shares. The ownership percentage of the existing shareholders will not be affected by the change in the par value in any way, and the Company s registered capital remains at the same level. The Chairman asked the Managing Director to provide an explanation to the meeting. The Managing Director explained to the meeting the Company s registered capital and the number of shares before and after the change in the par value as follows: Before the change in par value After the change in par value Registered capital (Baht) 1,721,233,290 1,721,233,290 Par value (Baht per share) 10 1 Number of ordinary shares (shares) 172,123,329 1,721,233,290 Paid-up capital (Baht) 1,534,271,570 1,534,271,570 Par value (Baht per share) 10 1 Number of ordinary shares (shares) 153,427,157 1,534,271,570 To be in line with the change in the par value of the Company s shares, the Managing Director asked the meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the change in the par value of the Company s shares as follows: 26

29 Enclosure 1 From Clause 4 Registered Capital 1,721,233,290 Baht (One billion, seven hundred and twenty one million, two hundred thirty-three thousand, two hundred and ninety Baht) Divided into 172,123,329 Shares (One hundred seventy two million, one hundred twenty-three thousand, three hundred twenty-nine shares) Value per Share 10 Baht (Ten Baht) Categorized as Ordinary Shares 172,123,329 Shares (One hundred seventy two million, one hundred twenty-three thousand, three hundred twenty-nine shares) Preference Shares none - - none - To Clause 4 Registered Capital 1,721,233,290 Baht (One billion, seven hundred and twenty one million, two hundred thirty-three thousand, two hundred and ninety Baht) Divided into 1,721,233,290 Shares (One billion, seven hundred and twenty- one million, two hundred thirty-three thousand, two hundred and nin ety shares) Value per Share 1 Baht (One Baht) Categorized as Ordinary Shares 1,721,233,290 Shares (One billion, seven hundred and twenty-one million, two hundred thirty-three thousand, two hundred and ninety shares) Preference Shares - none - - none - The Chairman asked the meeting whether any shareholder has a question or wish to enquire anything in this Agenda. Mr. Hungchai Akkhawasakun, a proxy from the Thai Shareholders Club, thanked the Company s management for the vision to reduce the par value of the Company s shares, in order to increase the liquidity and the free-float of the Company s shares, and asked about the exercise price of ESOP-W4 after the change in the par value. The Chief Executive Officer responded that the exercise price of ESOP-W4 will be at around Baht 4. The Managing Director stated that the number of shares and the exercise price of 4 grants of ESOP that have been issued previously will be changed to be consistent with the change in the par value of the shares. In this regard, the 4 grants of ESOP that have been previously issued can still be exercised. The Chairman asked the meeting whether other shareholder has a question or wishes to enquire anything in this Agenda. There was no other shareholder asking question or making an enquiry. 27

30 The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda were votes given to person who received most votes in the election by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote. Every shareholder was eligible to vote in this agenda. The Managing Director informed the meeting that there were 5 additional shareholders attending the meeting at the time of this agenda, holding altogether 1,408 shares, and therefore the total number of attended shareholders was 531 persons, holding altogether 117,908,236 shares. After collecting the voting ballots cast and checking the votes, the result was that: Enclosure 1 RESOLUTION: The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders attending the meeting and entitled to vote resolved that the change in the par value of the Company s ordinary shares from Bath 10 per share to Bath 1 per share, resulting in increase in the number of shares from 172,123,329 shares to 1,721,233,290 shares, and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the change in the par value of the Company s ordinary shares be approved as proposed by the Chairman as per the following voting details: 529 Shareholders voted Approved under this agenda, held altogether 117,871,736 shares, representing % of the total number of shares attending this meeting and entitled to vote; No shareholders voted Disapproved under this agenda, representing 0.00% of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 600 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 10 To consider and approve the Long Term Incentive Program grant #5 (ESOP-W5) for Executive Directors and/or Employees The Chairman stated that the Long Term Incentive Program grant #5 (ESOP-W5) to employees was the fifth issuance of warrants to purchase ordinary shares of the Company granted to the executive directors and/or staff, after the fourth issuance which were approved by the shareholders at the Annual General Meeting for 2014 no. 1/2014. The objective is to motivate and attract executive directors and/or staff (management level and high potential employees) with capabilities to work devotedly to the Company for a long period of time. The details of the warrants were set out in the attachment to the invitation notice to this meeting. 28

31 Enclosure 1 The Managing Director clarified the details of the Long Term Incentive Program grant #5 (ESOP-W5) as follows: Topic Amount of Warrants offered No. of new ordinary shares reserved for exercise of Warrants Offering price Allocation method Exercise ratio Exercise price Offering period Maturity of Warrants Condition to Exercise Warrants Dilution Effect 12,000,000 Units Details 12,000,000 shares at the par value of Baht 1 per share or 0.78% of total paid up capital Baht 0 per unit Allocate directly to not more than 60 executive directors and/or employees (key managers and high potential employees) of the Company and its subsidiaries on the date of allocation. Nomination and Remuneration Committee will determine the list of eligible executive directors while the senior management committee will determine the list of key managers and high potential employees eligible. The number of Warrant allocated is based on qualification and any other relevant details. 1 unit of Warrant will be entitled to purchase 1 newly-issued ordinary share. Baht 8.57 per share The exercise price is calculated based on the weighted average of the daily trading price of the Company s ordinary shares for fifteen (15) consecutive trading days prior to the date of the Company s Board of Directors Meeting No. 2/2014 Within one (1) year from the date on which the Shareholders Meeting approved the offering of ESOP-W5. The Board of Directors and/or the person(s) entrusted by the Board of Directors is (are) authorized to determine the issuing date of warrants after having obtained approval from the shareholders meeting. 5 years from the issuance date of the warrants. The Warrants holder is able to exercise its right after the third year from the issuance date of the warrants. No price dilution since the Exercise Price is the market price. Control dilution is equivalent to 0.78%. The Board was of the opinion that the meeting should consider and approve the Long Term Incentive Program grant #5 (ESOP-W5) because such program was necessary, particularly in the competitive employment market for personnel with high capabilities, and the meeting should approve the authorization of the Chairman of the Board to determine the issuing date of warrants to purchase ordinary shares of the Company and other conditions. The Chairman asked the meeting whether any shareholder has a question or wish to enquire anything in this Agenda. Mr. Hungchai Akkhawasakun, a proxy from the Thai Shareholders Club, stated that the Thai Shareholders Club unanimously resolved to campaign against an issuance of ESOP or a private placement below market value. The Company issued 5 grants of ESOP, including this grant. Based on his personal experience, his relative received 29

32 Enclosure 1 ESOP from a listed company, but did not have sufficient fund for the exercise, so he lend his relative a fund for the exercise of ESOP. His relative incurred tax expenses on the profit from ESOP as well. Based on this, he felt that ESOP only benefited a small number of people, and disagree with the Company s statement that ESOP does not affect the share price. This is because ESOP holders would sell the shares that they receive from the exercise of ESOP in the market, which directly affects minority shareholders. Also, he does not agree with the issuance of ESOP, because it has immediate dilution effect and results in additional tax liability to those who receive ESOP. He would like the Company to compensate its employees by making cash payment, which is tax-deductible and reflected in the financial statements. Also, all the ESOPs that the Company has issued account for approximately Baht 100 million, which is significant. In conclusion, the Thai Shareholders Club does not agree with an issuance of ESOP and a private placement, and will make an objection at every shareholders meeting. He asked the independent directors and audit committee members to monitor and review this issue as well. The Chairman stated that the Company will take this suggestion into consideration. The Chairman asked the meeting whether other shareholder has a question or wishes to enquire anything in this Agenda. There was no other shareholder asking question or making an enquiry. The Chairman then asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The following shareholders had interest in this matter and were not entitled to vote: Mr. Sitilarb Supsakorn holding 1,220,000 shares; Mr. Somchit Sertthin holding 3,200,016 shares; Ms. Piyaratana Supsakorn holding 1,000,000 shares; Mr. Chaiwat Srivalwat, holding 60,000 shares; and Mr. Jacques Pastor, holding 80,000 shares. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda were votes of not less than three-fourths of the shareholders attending the meeting by proxy or physical presence and entitled to vote. In addition, the votes against must not be more than ten percent of the attending shareholders. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by votes of not less than three-fourths of the total number of votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the Long Term Incentive Program grant #5 (ESOP-W5) be approved as proposed by the Chairman as per the following voting details: 498 Shareholders voted Approved under this agenda, held altogether 111,520,860 shares, representing % of the total number of shares attending this meeting and entitled to vote; 40 Shareholders voted Disapproved under this agenda, held altogether 788,574 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 3 Shareholders voted Abstained under this agenda, held altogether 2,886 shares, representing % of the total number of shares attending this meeting and entitled to vote. 30

33 Agenda 11 To consider and approve the reduction of the registered capital of Baht 1,721,233,290, by 154,497,720 shares at the par value of Baht 1 each, to the new registered capital of Baht 1,566,735,570. The reduced registered capital of Baht 154,497,720 was previously reserved for the issuance of the TASCO-W3 warrants to purchase ordinary shares and for the exercise of ESOP-W1, ESOP-W2 and ESOP-W3, and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the reduction of the registered capital The Chairman stated that a public limited company is required under the Public Company Limited Act to reduce the registered capital, which has not been allocated before any capital increase. The Board has approved and proposed to the shareholders meeting to consider the reduction of the registered capital of Baht 154,497,720 from the existing capital of Baht 1,721,233,290 to the new registered capital of Baht 1,566,735,570 by decreasing 154,497,720 ordinary shares at the par value of Baht 1 each which were reserved for the issuance of the TASCO-W3 warrants to purchase ordinary shares and for the exercise of warrants to purchase ordinary shares of the Company allocated to Executive Directors and/or employees of the Company (ESOP-W1, ESOP-W2 and ESOP-W3). The Chairman also asked the meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the decrease in the registered capital of the Company as follows: From Clause 4 Registered Capital 1,721,233,290 Baht (One billion, seven hundred and twenty one million, two hundred thirty-three thousand, two hundred and ninety Baht) Divided into 1,721,233,290 Shares (One billion, seven hundred and twenty one million, two hundred thirty-three thousand, two hundred and ninety shares) Value per Share 1 Baht (One Baht) Categorized as Ordinary Shares 1,721,233,290 Shares (One billion, seven hundred and twenty one million, two hundred thirty-three thousand, two hundred and ninety shares) Preference Shares - none - - none - To Clause 4 Registered Capital 1,566,735,570 Baht (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy Baht) Enclosure 1 31

34 Enclosure 1 Divided into 1,566,735,570 Shares (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy shares) Value per Share 1 Baht (One Baht) Categorized as Ordinary Shares 1,566,735,570 Shares (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy shares) Preference Shares - none - - none - The Chairman asked the meeting whether any shareholder has a question or wish to enquire anything in this Agenda. There was no shareholder asking question or making an enquiry. The Chairman then asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda were votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the decrease of the Company s registered capital be approved as proposed by the Chairman as per the following voting details: 526 Shareholders voted Approved under this agenda, held altogether 117,779,396 shares, representing % of the total number of shares attending this meeting and entitled to vote; 3 Shareholders voted Disapproved under this agenda, held altogether 97,262 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 4 Shareholders voted Abstained under this agenda, held altogether 2,800 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 12 To consider and approve the increase of the registered capital of the Company in the amount of Baht 12,000,000 from the current registered capital of Baht 1,566,735,570 to the new registered capital of Baht 1,578,735,570 by issuing 12,000,000 new ordinary shares with par value of Baht 1 each, and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the increase of the registered capital The Chairman stated that to support the issuance of the Long Term Incentive Program (ESOP-W5) as approved by the shareholders meeting under Agenda 10. The Board proposed that the shareholders meeting should approve the increase of registered capital of the Company in the amount of Baht 12,000,000 from current registered 32

35 Enclosure 1 capital of Baht 1,566,735,570 to the new registered capital of Baht 1,578,735,570 by issuing 12,000,000 new ordinary shares with par value of Baht 1 each. The Chairman asked the meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the Company to be in line with the decrease in the registered capital of the Company as follows: From Clause 4 Registered Capital 1,566,735,570 Baht (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy Baht) Divided into 1,566,735,570 Shares (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy shares) Value per Share 1 Baht (One Baht) Categorized as Ordinary Shares 1,566,735,570 Shares (One billion, five hundred and sixty-six million, seven hundred thirty-five thousand, five hundred and seventy shares) Preference Shares - none - - none - To Clause 4 Registered Capital 1,578,735,570 Baht (One billion, five hundred and seventy-eight million, seven hundred thirty-five thousand, five hundred and seventy Baht) Divided into 1,578,735,570 Shares (One billion, five hundred and seventy-eight million, seven hundred thirty-five thousand, five hundred and seventy shares) Value per Share 1 Baht (One Baht) Categorized as Ordinary Shares 1,578,735,570 Shares (One billion, five hundred and seventy-eight million, seven hundred thirty-five thousand, five hundred and seventy shares) Preference Shares - none - - none - The Chairman asked whether any shareholder has a question or wish to enquire anything in this agenda. There was no shareholder asking question in this agenda. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. 33

36 The Chairman then informed the meeting that the votes required for passing a resolution under this Agenda was votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the increase of the Company s registered capital and the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to reflect the increase of the registered capital be approved as proposed by the Chairman as per the following voting details: 507 Shareholders voted Approved under this agenda, held altogether 117,391,158 shares, representing % of the total number of shares attending this meeting and entitled to vote; 37 Shareholders voted Disapproved under this agenda, held altogether 485,900 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 2 Shareholders voted Abstained under this agenda, held altogether 2,400 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 13 To consider and approve the allocation of 12,000,000 new ordinary shares for ESOP-W5 at par value of Baht 1 per share under the Long Term Incentive Program The Chairman stated that for the purpose of consistency with the resolution of the shareholders meeting in Agenda 12. The Board approved and proposed to this meeting for consideration the allocation of the new ordinary shares of 12,000,000 shares at the par value of Baht 1 each to reserve for the exercise of the warrants to purchase ordinary shares of the Company allocated to executive directors and/or employees (key managers and high potential employees) according to the Long Term Incentive Program grant #5 (ESOP-W5) to employees. The Chairman asked the meeting whether any shareholder has a question or wish to enquire anything in this Agenda. There was no shareholder asking question or making an enquiry. The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained, respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda were votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: Enclosure 1 RESOLUTION: The meeting by votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the allocation of 12,000,000 new ordinary shares at par value of Baht 1 per share to reserve for exercising the Long Term 34

37 Enclosure 1 Incentive Program grant #5 (ESOP W5) be approved as proposed by the Chairman as per the following voting details: 507 Shareholders voted Approved under this agenda, held altogether 117,088,551 shares, representing % of the total number of shares attending this meeting and entitled to vote; 38 Shareholders voted Disapproved under this agenda, held altogether 788,307 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 3 Shareholders voted Abstained under this agenda, held altogether 2,600 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 14 To consider and approve the amendment to Article 9 (2) of Articles of Association of the Company to allow the increase in foreign limit of shareholding The Chairman stated that the Board has approved and proposed to the shareholders meeting to consider and approve the amendment to Article 9 (2) of the Company s Articles of Association concerning the foreign shareholding limit to support the Long Term Incentive Program (ESOP-W5) as follows: From To Article 9 (2). Foreigners may acquire new ordinary shares of the Company in excess of the restricted ratio prescribed in (1) of this Article by not more than 5.5 percent of the total shares of the Company then issued, by acquiring shares through the exercising rights attached to the warrants only, which are issued and offered by the Company to the shareholders and employees pursuant to the Annual General Meeting of Shareholders No. 1/2011 dated 5 th April 2011, the Annual General Meeting of Shareholders No. 1/2012 dated 27 th April 2012, the Annual General Meeting of Shareholders No. 1/2013 dated 5 th April 2013 and the Annual General Meeting of Shareholders No. 1/2014 dated 4 th April 2014, including dividend shares or new ordinary shares issued to the holders of ordinary shares who have acquired the shares through the exercise rights attached to the warrants under (2) of this Article. Article 9 (2) Foreigners may acquire new ordinary shares of the Company in excess of the restricted ratio prescribed in (1) of this Article by not more than 5.5 percent of the total shares of the Company then issued, by acquiring shares through the exercising rights attached to the warrants only, which are issued and offered by the Company to the shareholders and employees pursuant to the Annual General Meeting of Shareholders No. 1/2011 dated 5 th April 2011, the Annual General Meeting of Shareholders No. 1/2012 dated 27 th April 2012, the Annual General Meeting of Shareholders No. 1/2013 dated 5 th April 2013, the Annual General Meeting of Shareholders No. 1/2014 dated 4 th April 2014 and the Annual General Meeting of Shareholders No. 1/2015 dated 7 th April 2015, including dividend shares or new ordinary shares issued to the holders of ordinary shares who have acquired the shares through the exercise rights attached to the warrants under (2) of this Article. The Chairman asked the meeting whether any shareholder has a question or wish to enquire anything in this Agenda. There was no shareholder asking question or making an enquiry. 35

38 The Chairman therefore asked the shareholders to vote and the officers would collect the ballots from shareholders voting Disapproved and Abstained respectively. The Chairman then informed the meeting that the votes required for passing a resolution under this agenda was votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote. Every shareholder was eligible to vote in this agenda. After collecting the voting ballots cast and checking the votes, the result was that: RESOLUTION: the meeting by votes of not less than three-fourths of the total number of the votes of the shareholders who are attending the meeting by proxy or physical presence and entitled to vote resolved that the amendment to Article 9 (2) of Articles of Association of the Company to allow to the increase in foreign limit of shareholding be approved as proposed by the Chairman as per the following voting details: 506 Shareholders voted Approved under this agenda, held altogether 117,088,051 shares, representing % of the total number of shares attending this meeting and entitled to vote; 26 Shareholders voted Disapproved under this agenda, held altogether 790,307 shares, representing % of the total number of shares attending this meeting and entitled to vote; and 3 Shareholders voted Abstained under this agenda, held altogether 1,100 shares, representing % of the total number of shares attending this meeting and entitled to vote. Agenda 15 Other matters, if any Enclosure 1 The Chairman asked whether any shareholder has a question or wish to enquire anything in this meeting. The representative of the Thai Investors Association (Mr. Phoomraphee Thanasilp) expressed his admiration that the Company has signed the Declaration of Intent in view of Establishing Thailand s Private Sector Collective Action Coalition Against Corruption ( CAC ) with the Thai Institute of Directors and asked when the Company expects to be certified under this program. The Managing Director responded that, after the Company signed the declaration of intent, the Company has reviewed the guideline that the Company needs to comply with, which consists of 35 items. At this moment, only 10 items are pending, and the Company expects to be able to participate in this program during Q3 by this year. Mr. Sithichok Boonvanich, a shareholder, asked about the Company s market share and the number of product grade that the Company offers. The shareholder also expressed his comment on an officer of Tipco Foods Public Company Limited, who was not helpful at the Queen Sirikit Convention Center. The Chairman stated that she will look into this issue with Tipco Foods Public Company Limited. The Managing Director explained that the Company s market share for the domestic market last year was approximately 45 50%, and the Company s market share for international market varies, depending on each country. The Company s market share in China is approximately 10 15%, and the Company s market share in Indonesia, Malaysia, Australia and Vietnam is not more than 25%. With respect to the grade of products, the Company has approximately 50 types and grades of asphalt product, which can be categorized into 4 5 groups, depending on work requirement. 36

39 Enclosure 1 Mr. Suwit Chai-amnaj, a shareholder, asked about the production capacity at the refinery in Malaysia. The sales volume last year was 2.4 million tons, while the refinery in Malaysia has the production capacity of only 1.7 million tons. The shareholder ask whether the Company has any plan to increase its production capacity or it is necessary for the Company to purchase asphalt from others. The Chief Executive Officer explained that the Company made significant investments in the refinery in the past 3 4 years and, therefore, does not have any plan in the short term to increase the production capacity. However, the Company buys asphalts from refineries in this region in order to meet the demand for asphalt products in the market. Even though the refinery in Malaysia has the production capacity of only 1.3 million tons per year, the Company will try to purchase all asphalt from other refineries that can sell to the Company. Mr. Veeraphol Gnamwongwan, a shareholder, asked whether there are new refineries in this region and asked the management to explain the benefits that the Company receives from its joint venture with the Korean company. The shareholder also asked for the management s outlook this year. The Chief Executive Officer responded that there are no new refineries in this region. With respect to the joint venture with SK Corporation, the joint venture company has set up an office and will begin selling products in this month. In this regard, the Company will be able to sell asphalts manufactured in Korea to Chinese customers through the joint venture company, which will reduce the cost of freight. With respect the outlook for 2015, the management views that the Company is still able to perform well, because the crude price remains low and the asphalt price remains stable. In addition, the Thai government has allocated a budget for infrastructure investment in order to stimulate the economy, which results in more work for contractors, which is beneficial for the Company as an asphalt supplier. The same shareholder asked whether there is a particular concern for the management. The Managing Director responded that the management is particularly concerned with the crude price, which is an issue that requires the Company to properly plan its hedging arrangement, and requires the Company to continuously make an assessment of the situation. Mr. Suwit Chai-amnaj, a shareholder, asked whether the grade of asphalt products that the Company and SK Corporation produce are the same. The Managing Directors the asphalt products that the Company and SK Corporation produce are similar to each other in terms of quality. In this regard, each country has different requirements for asphalt. Nonetheless, the Company s refinery and SK Corporation s refinery are able to produce high quality asphalt products. The same shareholder asked whether asphalt products that the Company produces are of world-class quality. The Managing Director explained that the Company s asphalt products are among the highest quality products in the world. In this regard, the Company s major shareholder is Colas S.A., which is a leader in road construction and a leading manufacturer of asphalt products. Colas S.A. can produce over 200 types of asphalt, and the Company is able to produce premium quality asphalt products that Colas S.A. can produce. The same shareholder asked whether it is better to use higher quality asphalts to construct a new road than using lower quality asphalts to construct a new road, which requires repair later. The Managing Director explained that the first investment is a significant investment, and if high quality asphalts are used and the contractor performs the work that meets the standards which extends the useful life, the Company believes that it is a better investment. Mr. Sithichok Boonvanich, a shareholder, asked whether the Company is able to sell asphalts at prices suggested by the Ministry of Commerce. For example, the price of Asphalt Cement as suggested by the Ministry of 37

40 Commerce is Baht 30,000 per ton. The Managing Director explained that each customer receives different discounts. Therefore, the Company is not able to sell asphalts at the price suggested by the Ministry of Commerce, and other asphalt suppliers are not able to sell their products at that price either. The same shareholder stated that, currently, the Thai government is helping rubber farmers with its policy to mix rubber with asphalt, and asked whether the Company has received any purchase order under this program. The Managing Director explained that there are 2 types of asphalt product with rubber as a component, which are liquid asphalt and Para-AC. The government has a policy to increase the use of liquid rubber by two-fold and the use of Para-AC by three-fold. Last year, the government had a policy to use 3,000 tons of rubber to be mixed with asphalt. This year, the government would like to increase that amount to 10,000 tons of rubber. If rubber accounts for 5 8% of asphalt products, we can calculate the total amount of asphalt products that has rubber as a component. There are several suppliers of asphalt products with a mixture of rubber, but the Company s market share is approximately 70%. The same shareholder asked whether the Company s cost of hedging would significantly decrease when the crude price decreases, and the benefit of low crude price that the Company expects to receive during Q1/2015. The Chief Executive Officer explained that the cost of hedging does not depend on the crude price, and the Company expects to benefit from the low crude price during Q1 and Q2 of this year, because the asphalt prices remain stable, but the cost of crude is lower. There were neither other matters additionally proposed nor further questions raised by the shareholders. The Chairman, therefore, thanked the attending shareholders and declared that the meeting be adjourned. The meeting was adjourned at hours. Enclosure 1 Chairman of the Meeting (Ms. Laksana Supsakorn) Recorded by: (Mr. Parama Saovabha) 38

41 Translation Information Memorandum on the Connected Transaction of Tipco Asphalt Public Company Limited (the Company ) Enclosure 2 1. Transaction Date The Company has executed a Sale and Purchase Agreement (SPA) with the Seller on 5th December 2015, that is subject to the approval of the Extraordinary General Meeting of shareholders No. 1/2016, which to be held on 5 January Parties Involved Buyer : Tipco Asphalt Public Company Limited and Tasco International (Hong Kong) Ltd. ( TIHK ) (Subsidiary of the Company). Seller : Colas SA ( Colas ), who is a connected person of the Company. List of shareholders of Colas as of 31 st December 2014 is as follows: No. Name Percentage of Total Voting Rights (%) 1. Bouygues Colas Employees Saving Plans Public 0.9 Total List of shareholders of Bouygues as of 31 December 2014 is as follows: No. Name Percentage of Total Voting Rights (%) 1. Bouygues Employees Foreign Shareholders SCDM 1/ French Shareholders 13.9 Total Note : 1/ SCDM is a company controlled by Mr. Martin Bouygues and Mr. Olivier Bouygues 3. Details of the Related Party and Their Relationship with the Company Colas is a major shareholder of the Company, holding 490,731,040 shares, representing percent of the total voting right of the Company as of 1 st December 2015 (the latest closing date of the Share Register Book of the Company). In this connection, Colas has appointed 1) Mr. Herve Le Bouc, 2) Mr. Jacques Leost, 3) Mr. Jacques Pastor, and 4) Mr. Jacques Marechal to be the directors of the Company. 4. General Characteristics of Transaction 4.1 Overview of the Transaction The Company intends to acquire 5 companies (the Targets ) operating in asphalt related business and vessel business from Colas (whom is a connected person of the Company) for its existing shareholding in these companies with details as follows: 39

42 Translation Pre-transaction Enclosure 2 The Targets Asphalt-related Business Raycol Asphalt Co., Ltd. ( Raycol ) PT Asphalt Bangun Sarana ( ABS ) Highway Resources Pte Ltd. ( HR ) Percentage of shareholding to Acquire Total Value of the Transaction Value of shares of USD 7.00 mm (approximately THB mm) Value of shares of USD 9.50 mm (approximately THB mm) Value of shares of USD mm (approximately THB mm). Business Raycol is a manufacturing and seller of asphalt, emulsion and petroleum-related business. Raycol has a manufacturing plant at Rayong province. ABS is an importer, producer and seller of asphalt in Indonesia. ABS also invests in asphalt-related companies in Indonesia as follows: 1) 100% in PT Saranaraya Reka Cipta ( SRC ) 2) 49% in PT Sarana Distribusi Aspal Nusantara ( SDAN ) HR is a bitumen sourcing company of the group. HR also holds 100% in asphalt seller in Vietnam Asphalt Distribution Co., Ltd. ( A DCo ) 40

43 Translation Enclosure 2 The Targets Vessel Business AD Shipping Pte Ltd. ( ADS ) Reta Link Pte Ltd. ( RTL ) Percentage of shareholding to Acquire Total Value of the Transaction Value of shares of USD mm (approximately THB mm). Value of loan to ADS of USD 8.00 mm (approximately THB mm) Value of shares of USD 0.80 mm (approximately THB mm). Value of loan to RTL of USD 4.50 mm (approximately THB mm) Business Engage in charter business, owner of an asphalt taker, with 3,646 tons capacity. Engage in charter business, owner of an asphalt taker, with 2,058 tons capacity. Since the Company will acquire companies in both domestic and international markets, whose local currency is different according to the country of operation. In this information memorandum, the Company has converted local currency into THB and USD by using exchange rate from Bloomberg as of 11 November 2015, as follows: Currency THB USD IDR SGD THB USD , Post-transaction 41

44 Translation Enclosure 2 Total value of the acquisition is USD mm (approximately THB 2, mm) consists of 1) total value of equity interest in the Targets of USD mm (approximately THB 1, mm), and 2) total shareholder loan to ADS and RTL of USD mm (approximately THB mm). 4.2 Category of Connected Transaction Connected transaction relating to assets or service. 4.3 Nature of Business of the Targets Details of the Targets as follow: 1) Raycol Asphalt Co., Ltd. ( Raycol ) 1.1) General Information Address : 118/1 Rama VI Rd. Sam Sen Nai, Phaya Thai, Bangkok Business Operation : Raycol is a manufacturing and seller of asphalt, emulsion and petroleum-related business. Raycol has a manufacturing plant at Rayong province. 1.2) Shareholding Structure As of 31 October 2015, Raycol s paid-up capital is THB mm consisting of million shares with a par value per share of THB The shareholders of Raycol as of 31 October 2015 are as follows: No. Name Number of shares % 1. Tipco Asphalt Public Company Limited 4,600, Colas SA 4,218, Asiacol Co., Ltd. ( Asiacol ) 1/ 2,220, Mrs. Riem Supsakorn 62, Total 11,100, Note: 1/ Paid up capital of Asiacol as of 31 October 2015 is THB mm. The major shareholders of Asiacol are Mrs. Riem Supsakorn (holds 64.00% of Asiacol) and Colas SA (holds 36.00% of Asiacol). 1.3) Summary of Financial Status and Performance (Unit: THB mm) Company Only As of 31 December As of September / Assets Liabilities Shareholder Equity Total Revenue 1, , , , Costs 1, Net Profit Note: 1/ Total revenue, costs and net profit figures are last 12 months from 1 October 2014 ended 30 September

45 Translation 2) PT Asphalt Bangun Sarana ( ABS ) 2.1) General Information Enclosure 2 Address : Gedung Graha Pratama, 19 th Floor, JI. M.T. Haryono Kav. 15, Jakarta INDONESIA Business Operation : ABS is an importer, manufacturer and retail seller of asphalt in Indonesia. ABS also invests in asphalt-related companies in Indonesia as follows: 1) PT Saranaraya Reka Cipta ( SRC ) : SRC is an asphalt seller in Blikpapan, Indonesia. ABS holds 100% of SRC. 2) PT Sarana Distribusi Aspal Nusantara ( SDAN ) : SDAN is an asphalt seller in Indonesia. SDAN s main asset is a floating barge, currently docked at Central Kalimantan, Indonesia. List of shareholders of SDAN is as follows: Name Percentage of Total Voting Rights (%) Mitra Nusantara Investama ( MNI ) ABS Total Note: 1/ MNI s shareholders consist of Mr. Victor Sitorus and Mr. Soetijpto 2.2) Shareholding Structure As of 31 October 2015, ABS s paid-up capital is IDR 58, mm (approximately USD 4.30 mm) consisting of 8,398 shares with a par value per share of IDR 6.96 mm (approximately USD ). The shareholders of ABS as of 31 October 2015 are as follows: No. Name Number of shares % 1. Colas SA 8, Ilham Mardanis Total 8, ) Summary of Financial Status and Performance (Unit: USD mm) Consolidated Financial Statement As of 31 December As of September / Assets Liabilities Shareholder Equity Total Revenue Costs Technical Fee 2/ Net Profit Note: 1/ Total revenue, costs, technical fee, and net profit figures are last 12 months from 1 October 2014 ended 30 September / Technical fee is an expense of ABS paid to Colas. However, after the Company is a shareholder of ABS instead of Colas, there will no longer be technical fee to Colas. 43

46 Translation Enclosure 2 3) Highway Resources Pte. Ltd. ( HR ) 3.1) General Information Address Business Operation : : 300 Beach Road #26-07, The Concourse, Singapore HR is a bitumen sourcing and trading company for Colas group. 3.2) Shareholding Structure HR also holds 100% of Asphalt Distribution Co., Ltd. ( ADCo ) which has strong presence in asphalt manufacturing and retailing business in Vietnam As of 31 October 2015, HR s paid-up capital is SGD 4.78 mm (approximately USD 3.37 mm) consisting of 4.78 million shares without a par value. The shareholders of HR as of 31 October 2015 are as follows: No. Name Number of shares % 1. Colas SA 4,780, Total 4,780, ) Summary of Financial Status and Performance (Unit: USD mm) Consolidated Financial As of 31 December Statement As of 30 September / Assets Liabilities Shareholder Equity Total Revenue Costs Technical Fee 2/ Net Profit Note: 1/ Total revenue, costs, technical fee, and net profit figures are last 12 months from 1 October 2014 ended 30 September / Technical fee is an expense of ADCo (HR s subsidiary) paid to Colas. However, after the Company is a shareholder of HR instead of Colas, there will no longer be technical fee to Colas. 4) AD Shipping Pte Ltd. ( ADS ) 4.1) General Information Address Business Operation : : 300 Beach Road #26-07, The Concourse, Singapore Engage in charter business, owner of an asphalt taker, with 2,058 tons capacity. 44

47 Translation Enclosure 2 4.2) Shareholding Structure As of 31 October 2015, ADS s paid-up capital is SGD 7.13 mm (approximately USD 5.02 mm) consisting of 7.13 million shares without a par value. The shareholders of ADS as of 31 October 2015 are as follows: No. Name Number of shares % 1. Colas SA 7,125, Total 7,125, ) Summary of Financial Status and Performance (Unit: USD mm) Consolidated Financial Statement As of 31 December As of 30 September / Assets Shareholder Loan Other Liabilities Shareholder Equity Total Revenue Costs Net Profit Note: 1/ Total revenue, costs and net profit figures are last 12 months from 1 October 2014 ended 30 September ) Reta Link Pte Ltd. ( RTL ) 5.1) General Information Address : 300 Beach Road #26-07, The Concourse, Singapore Business Operation : Engage in charter business, owner of an asphalt taker, with 2,058 tons capacity. 5.2) Shareholding Structure As of 31 October 2015, RTL s paid-up capital is SGD 0.05 mm (approximately USD 0.04 mm) consisting of 0.05 million shares without a par v alue. The shareholders of RTL as of 31 October 2015 are as follows: No. Name Number of shares % 1. Colas SA 50, Total 50,

48 Translation 5.3) Summary of Financial Status and Performance Enclosure 2 (Unit: USD mm) Consolidated Financial Statement As of 31 December As of September / Assets Shareholder Loan Other Liabilities Shareholder Equity Total Revenue Costs Net Profit Note: 1/ Total revenue, costs and net profit figures are last 12 months from 1 October 2014 ended 30 September Transaction Objective To expand the asphalt business to Indonesia and Vietnam and expand vessel business of the group. The Transaction is in line with Mission/Vision 2020 of the Group which one of the key strategies is to expand the Group s main business, which the Group has expertise in. The Company considered the expansion by company acquisition since acquiring operating company can promptly increase the Group s sales volumes, market share and competitiveness to capture the market growth and increase logistic capacity. The Group considered the expansion into the countries, such as Indonesia and Vietnam, where there is high growth in asphalt demand. The Group contacted leading asphalt companies in Indonesia and Vietnam owned by independent third parties and Colas. However, independent third parties did not have intention to sell their companies while Colas gave the Group opportunities to negotiate for the acquisition. Colas offers to sell the Targets under package deal condition, therefore, the Company cannot select to purchase one of the Targets without purchasing the others. 5. Total Value and Criteria Used in Determining Value of the Transaction Total Value of the Transaction : Total value to be paid as consideration of the Transaction is USD mm (approximately THB 2, mm) consists of 1) Value of shares of the Targets of USD mm (approximately THB 1, mm), with details as follows: (Unit: USD mm) The Book Value at Acquisition Percentage Value of Shares Targets As of 30 September Raycol ABS HR ADS RTL Total ) Value of loan to ADS and RTL of USD mm (approximately THB mm) which consists of loan to ADS of USD 8.00 mm (approximately THB mm) and loans to RTL of USD 4.50 mm (approximately THB mm). 46

49 Translation Consideration Method : Consideration method consists of 1) For the value of shares of the Targets, the Company will pay directly to Colas; and 2) The Company will pay to Colas directly for the entire value of loan principle to ADS and RTL of USD mm (approximately THB mm), and Colas will assign all Closing Date : their rights to the loan of these companies. Share acquisition and payment is estimated to occur within 1 st quarter of 2016, after the Company receives approval from the Extraordinary General Meeting of shareholders No. 1/2016, which will be held on 5 January Criteria Used in Determining : Value of the Transaction Mutually agreed between the sellers and acquirer based on terms and conditions by both parties. The Company compares the Transaction with book value and equity value by using various approaches such as, discounted cash flow approach and market comparable approach. The Company has considered the agreed value of the Transaction reasonable as it is in the range of fair value evaluated by the abovementioned approaches. 6. Transaction Size The Transaction is considered as the acquisition of assets as prescribed in the Notification of the Capital Market Supervision Board No. TorChor 20/2551 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Securities Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Company Concerning the Acquisition and Disposition of Assets, 2004 ( Notification of Acquisition and Disposal of Assets ). In addition, the Transaction is considered as connected party transactions, as prescribed in the Notification of the Capital Market Supervisory Board No. TorChor 21/2551 re: Related Parties Transaction and the Notification of the Board of Governors of the Securities Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions 2003 ( Notification of Connected Transactions ). Details of transaction size calculation are as follows: 6.1 Transaction Size According to Notification of Acquisition and Disposal of Assets According to Notification of Acquisition and Disposal of Assets, transaction size is calculated from consolidated financial statements of the Company, ABS and HR as of 30 September 2015 and individual financial statements of Raycol, ADS and RTL as of 30 September 2015 as follows: Key Figures (Unit: THB mm) As of 30 September 2015 Item The Total Company Raycol ABS HR ADS RTL Acquisition Percentage (%) Total Assets 16, , , Less Intangible Assets Less Total Liabilities 6, , Less Non-controlling Interest Net Tangible Asset (NTA) 9, , Enclosure 2

50 Translation Enclosure 2 (Unit: THB mm) Item Net Tangible Asset (NTA) at Acquisition Percentage Profit Attributable to Shareholders of Each Company for the Last 12 Months Profit Attributable to Shareholders of Each Company for the Last 12 Months at Acquisition Percentage The Company As of 30 September 2015 Raycol ABS HR ADS RTL Total , , According to Notification of Acquisition and Disposal of Assets, transaction size, calculated from consolidated financial statement of the Company, ABS and HR as of 30 September 2015 and financial statements of Raycol, ADS and RTL as of 30 September 2015 with respect to the four criteria are as follows: Financial Information Calculation Total 1. Value of Assets NTA at Acquisition Percentage 1, Acquired Method = 12.75% NTA of the Company 9, Net Profit Method Profit Attributable to Shareholders for the Last 12 Months at Acquisition Percentage = Profit Attributable to Shareholders of the Company for the Last 12 Months 4, % 3. Total Value of Consideration Paid Method 4. Value of Issued securities Value of Consideration Paid = 2, Total Assets of the Company 16, % - No new shares issued - According to the calculation as prescribed in the Notification of Acquisition and Disposal of Assets, the transaction size based on total value of consideration paid method, which yields the highest value among four methods, is 13.61% (less than 15%). The Company is not required to disclose further information under the Notification of Acquisition and Disposal of Assets. 6.2 Transaction Size According to Notification of Connected Transactions According to Notification of Connected Transactions, the value used in calculation is based on a total consideration paid or a book value or a market price value of the Targets, whichever is higher. The details are as follows 48

51 Translation Financial Information Value 1. Total Consideration Paid 1.1 Value of ordinary shares of the Targets 1, Value of Loan Total Consideration Paid 2, Book Value 1, Market Price Value - None - 1 The Value Used in Calculating Transaction Size 2, Note: Book value from reviewed financial statements of the Targets at acquisition percentage 1/ No market value since the Targets are not listed in the stock exchange Enclosure 2 (Unit: THB mm) According to Notification of Connected Transactions, when calculating the transaction size using total consideration paid of THB 2, mm, the transaction size is 23.86% of the Company s Net Tangible Assets as of 30 September The calculation can be demonstrated below: Connected Transaction Size = Total Consideration Paid = 2, NTA of the Company 9, = 23.86% Since the connected transaction value is more than THB 20 mm and more than 3% of net tangible asset value of the Company, Therefore, the Company has to prepare an Information Memorandum disclosing details relating to the Transaction to Stock Exchange of Thailand ( SET ), and obtain shareholders approval with a vote at least three-fourths of the total votes of shareholders attending the meeting and having voting rights, excluding interested shareholders equity. In addition, the notice to attend the shareholders meeting shall contain information at least required by Notification of Connected Transactions, including opinion of Independent Financial Advisor. 7. Financial Sources and Adequacy of Capital Flow The Company will use its cash flows from operation and/or loan from financial institutions to make a payment. As of 30 September 2015, the Group has cash and cash equivalent of THB mm, and available promissory note facility, which has never been used, for general purpose from financial institution of THB 2, mm (or equivalent USD61 mm). The Company estimated that the payment will not significantly affect the Company s liquidity and working capital since the Company uses separate short-term loan facilities (letter of credit and trust receipt) as working capital. As of 30 September 2015, THB 40, mm (or equivalent USD1.1 billion) of the said facilities are available. 8. Characteristics and Scope of Interests of Connected Persons Colas will receive the consideration of USD mm (approximately THB 2,214.73) consists of 1) USD mm (approximately THB 1, mm) as a shareholder of the Targets, and 2) USD mm (approximately THB mm) as a loan creditor of ADS and RTL. 49

52 Translation Enclosure 2 9. Director Who Have Interest and/or Are Connected Persons 1) Mr. Herve Le Bouc, 2) Mr. Jacques Leost, 3) Mr. Jacques Pastor, and 4) Mr. Jacques Marechal, as directors who represents the major shareholders of Colas, are considered to have interests in the Transaction. As such, these directors who have interest in the Transaction, did not attend the Board of Directors Meeting and does not have the voting right for the agenda to consider the Transaction. 10. Opinion of the Board of Directors on the Transaction The Board of Directors of the Company held on 13 November 2015 has considered that the Transaction is in line with Mission/Vision 2020 of the Group which one of the key strategies is to expand the Group s existing business, which the Group has expertise in. The Company considered the expansion through acquisition can promptly increase the Group s sales, market share, logistic capability and its competitiveness. The Group considered the expansion into the countries, such as Indonesia and Vietnam, where there is high growth in asphalt demand. The Group contacted leading asphalt companies in Indonesia and Vietnam owned by independent third parties and Colas. However, independent third parties did not have intention to sell their companies while Colas gave the Group opportunities to negotiate for the acquisition. In addition, Colas gave their cooperation for the Group to check condition and quality of the assets. Moreover, the agreed price is in the range of fair value with satisfied return. The Board of Directors sees that entering the connected transaction is reasonable and will benefit the Company and its shareholders. Having considered this matter, the meeting unanimously approved that the acquisition by the Company and its subsidiary for ordinary shares of the Targets from Colas and proposed to the shareholders for approval at the Extraordinary General Meeting No.1/ Opinion of the Audit Committee and/or the Director which is Different from the Board of Directors Opinion in Clause 10. Audit Committee and/or the director of the Company did not have any different opinion from the Board of Directors. 12. Brief Information Concerning the Company and its Business Operation 12.1 Overview of Business Operation The Group operates in two main business units which are 1) Asphalt Business, and 2) Maritime Business. The Group s revenues categorized by business units are as follows: Product Line / Business Catecory Shareholding (%) For the Period of 9 Months Ending 30 September 2015 THB mm % THB mm % THB mm % THB mm % 1. Asphalt Business Tipco Asphalt PLC - 30, , , , Thai Bitumen Co., Ltd , , , , Raycol Asphalt Co., Ltd , Tipco Asphalt (Cambodia) Co., Ltd. Kemaman Oil Corp. Sdn. Bhd , , , , Tasco International (Hong Kong) Ltd , , , Total 37, , , ,

53 Translation Enclosure 2 Product Line / Business Catecory 2. Maritime Business Shareholding (%) For the Period of 9 Months Ending 30 September 2015 THB mm % THB mm % THB mm % THB mm % Tipco Maritime Co., Ltd Delta Shipping Co., Ltd Alpha Maritime Co., Ltd Bitumen Marine Co., Ltd Tasco Shipping Co., Ltd Less: Inter-company (727.61) (1.90) (746.25) (2.19) (863.49) (1.87) (859.84) (3.04) Transaction Total Total Sales and Services 37, , , , Other Revenue Total Revenue 38, , , , Note: Excluded of share of profit (loss) from investment in associated companies. 1) Asphalt Business The Group is an asphalt producer and sourcing for domestic and international sales. The Group has Malaysian refining, a subsidiary of the Group, Kemaman Bitumen Company (KBC), who has been in operation since At present, the refinery operates at name plate refining capacity of 30,000 barrels of crude oil per day an equivalent of 10.8 million barrels or 1.7 million tons of crude oil per annum. Since its inception, KBC has steadily emerged as one of the major players in the domestic asphalt market in Malaysia. In addition the Group, together with Research and Development team, has developed and entered new markets for special grade bitumen to increase sales and profitability margin. During first 9 months of 2015, KBC average utilization is around 80% to 90% comparing to 70% utilization rate of KBC in In addition to the Group s asphalt refinery in Kemaman, Malaysia, the Group also maintained a balance of asphalt supplies by sourcing from other regional refineries. These asphalt supplies played a crucial role in supporting our international sales, providing a wider variety of product lines, coupled with higher utilization of our bitumen vessels. The Group will sell its asphalt product to domestic and international buyers. The overview of domestic and international asphalt markets can be summarized as follows: Domestic Market Demands for all asphalt products in Thailand during the first 9 months of 2015 totaled around 880,216 tons in 2015, the demand in 2015 represented growth of 23% as compared to the first 9 months of In 2014, the group was entrusted with the implementation of several fully integrated special asphalt projects. One of them involved the supply of high-performance modified asphalt cement that was produced at our asphalt manufacturing plant in Nakorn Ratchasrima under very stringent quality control. The basic asphalt cement was exclusively refined at the group s refinery in Malaysia. This special asphalt product was applied to the racing track 51

54 Translation Enclosure 2 surface of Chang International Circuit in Buriram province. The specification fully met the world class Motor Speedway Standards, FIA Grade 1, and FIM Grade A standards. The Group has manufacturing facilities and asphalt terminals in the center of key provincial region, such as at Bangkok, Nakhon Ratchasima, Phitsanulok, Rayong and Suratthani. With these strategic locations of domestic manufacturing facilities across Thailand, the Group can fully provide timely delivery services to our customers, both domestic and those in neighboring countries, via the group s owned 273 road tanker truck fleets. This superior logistic capability serves as the key for the Group to maintain its strong dominance in the domestic market. In addition, the Group also owns and operates seven ocean-going asphalt vessels that could be used for importing asphalt into the Thai market in the event of domestic supply shortage. International Market During first 9 months of 2015, the Group achieved over 1.3 million tons of asphalt product sales in the international market and represented another year of outstanding performance for the Group. Such phenomenally high sales were attributable to increased asphalt product demand, in particularly China, Australia, Malaysia and Indonesia, the key markets for our international sales. Indonesia and Vietnam markets are countries with significantly high growth. For the period of the first 9 months of 2015, the Group has approximate 9% market share in Vietnam and approximate 26% in Indonesia. 2) Maritime Business The Maritime Business contributes to Tipco Group growth by defining clear shipping strategy and answering the entire Group s shipping logistics needs. It encompasses the role of Owners, Operators, comprehensive in-house ship-management up to a dedicated Chartering desk. The Maritime Business manages and operates through Tipco Maritime Companies a fleet of 7 pure Asphalt/Bitumen tankers on behalf of Tipco Asphalt Group. Tipco Maritime Companies offer in addition a technical ship management solution for two additional Asphalt/Bitumen tankers belonging to third party Owners. Our fleet represents a total of 26,750 tons carrying capacity and is subject to strict tanker quality management systems. The ship-management team follows leading industry practices, and strives to achieve KPIs as per the TMSA (Tanker Management Self-Assessment) guidelines. The Chartering activities achieved a high utilization of vessels in 2015, which greatly supported the sales growth in the Asia Pacific region. Our Fleet has grown in 2015 by the acquisition of a second-hand Japanese build Asphalt/Bitumen tanker of 1,600 dwt in June. She has been dedicated at servicing the Thai and Cambodian markets. We are also proud to announce that the Group has signed this year a contract with Hyundai Mipo Shipyard in South Korea for a 12,000 dwt Asphalt/Bitumen new build tanker with a delivery date in the 2 nd half of This latest acquisition will help the Group in strengthening its long ton-mile destinations globally together with supporting our long-term charterers and receivers Vision and Direction of Business Expansion of the Group Per the Board of Directors Meeting No. 3/2015, held on 13 May 2015, the Board of Directors resolved to approve the mission to be a globally preferred integrated asphalt & petroleum-related products company and vision for 2020 distribute 6 million tons of asphalt and petroleum products across 5 continents by 2020 in a sustainable and responsible manner. One of the main strategies is expanding current asphalt market which the Group has expertise 52

55 Translation in. Since the Group s international sales has higher growth and higher growth trend than domestic sales, the Group focuses on international expansion, especially in countries with high asphalt demand such as Indonesia and Vietnam. Per the Board of Directors Meeting No. 6/2015, held on 13 November 2015, the meeting resolved to approve the acquisition of asphalt tankers and bitumen business in Singapore, Vietnam, Indonesia and Thailand from Colas S.A. Acquiring operating company can promptly increase the Group s sales, market share and competitiveness to capture the market growth and catch up with competitors. 13. List of Management and List of the First 10 Shareholders 13.1 List of Management List of management of the Company as of 30 November 2015 is as follows: Enclosure 2 No. Name Position 1. Mr. Somchit Sertthin Chief Executive Officer 2. Mr. Jacques Pastor Vice Chairman 3. Mr. Chaiwat Srivalwat Managing Director 4. Mr. Kasidis Chareancholwawich Chief Operating Officer Thailand 5. Mr. Hugues de Champs Chief Operating Officer International 6. Mr. Koh Lai Huat Chief Financial Officer 7. Mr. Sitilarb Supsakorn Executive Director 8. Mr. Jacques Marechal Director Finance and International Legal Affairs 9. Ms. Auchcha Rattrakultip Director Finance, Credit and Legal 10. Mr. Praveen Penmanee Director Operations 11. Mr. Louis - Frederic SACHS Marine Group 12. Mr. Soranard Nantamontry Director International Sales and Marketing 13. Mrs. Udomporn Punpatch Director Human Resources 14. Mrs. Punsiri Suttienkul Director Domestic Sales and Marketing 13.2 List of the First 10 Shareholders List of the first 10 shareholders of the Company as of 1 st December 2015, the latest close of share register book, is as follows: No. Name No. of Shares Percentage of Total Voting Rights 1. Colas SA 490,731, Tipco Foods Public Company Limited 369,881, Thai NVDR Co., Ltd. 197,965, AIA Company Limited APEX 30,000, Mr. Somchit Sertthin 28,000, Mr. Kris Sertthin 17,303, Mr. Viwat Kowitsophon 16,759, Ms. Roumsin Supsakorn 15,000, AIA Company Limited Tiger 14,500, Ms. Laksana Supsakorn 14,000,

56 Translation Enclosure Inter-transactions The Group s inter-transactions for the year ending 31 December 2014 and for the period of 9 months ending 30 September 2015 are as follows: Item Related Companies Details Pricing Policy For the Year Ending 31 December 2014 (THB mm) For the Period of 9 Months Ending 30 September 2015 (THB mm) Sales and Services Provided to Asia Bitumen Trading Pte Ltd. Thanomwongse Service Co., Ltd. Thai Slurry Seal Company Limited Sales AC Sales - Asphalt Cement, oil and provide services Sales - Asphalt Cement, oil and provide services Market price/ Contract price Market price/ Contract price Market price/ Contract price Colas SA Sales AC Market price/ Contract price Freight charge Market price/ Contract price Tipco Food Public Company Limited Other service (Internet and equipment rental) Market price/ Contract price ISCO Industry Pte Sales - Aqua Quick Market price/ Contract price ,618 1, Total Revenue 3,040 2,388 Rental and service expenses paid to Technical Assistance Fee Siam Container Terminal Company Limited Thanomwongse Service Co., Ltd. Service - Transportation & Customs clearance Rental office Market price/ Contract price Market price/ Contract price Tipco F&B Co., Ltd. Other service Market price/ Contract price Thai Slurry Seal Company Limited Tipco Tower Company Limited Other service Rental office Market price/ Contract price Market price/ Contract price Colas SA Shipping costs Market price/ Contract price Colas SA Technical assistance fee Market price/ Contract price Total Expenses

57 Translation 15. Summary of Financial Statements Enclosure 2 (Unit: THB mm) Consolidated Financial Statements Statement of Financial Position As of 31 December As of 30 September Assets Cash and cash equivalents Short-term loan to related parties Inventories 7, , , , Price hedging contracts Other current assets 5, , , , Total current assets 13, , , , Property, plant and equipment 4, , , , Leasehold rights Other non-current assets Total non-current assets 5, , , , Total assets 18, , , , Liabilities Short-term loans from financial institutions 8, , , , Trade and other payables 2, , , , Current portion of long-term loans from financial institutions Other current liabilities Total current liabilities 11, , , , Long-term loans from financial institutions net of current portion 2, , , , Other non-current liabilities Total non-current liabilities 2, , , , Total liabilities 13, , , , Shareholders Equity Registered capital 1, , , , Issued and fully paid capital 1, , , , Retained earnings Appropriated - statutory reserve Unappropriated 2, , , , Other components of shareholders equity Equity attributable to owners of the Company 4, , , , Non-controlling interests of the subsidiaries Total shareholders equity 5, , , , Total liabilities and shareholders equity 18, , , ,

58 Translation Enclosure 2 56 Consolidated Financial Statements (Unit: THB mm) Statement of Comprehensive Income For the Year Ended 31 December For the Period of 9 Months Ended September 2015 Revenues Sales and Service income 37, , , , Other income Total revenues , , , Expenses Cost of sales and services , , , Selling and Administrative expenses Other expenses (17.91) Total expenses 37, , , , Profit before share of profit from investment in joint 1, , , , venture, associate, finance cost and income tax Share of profit from investment in joint venture and associate Profit before finance cost and income tax 1, , , , Finance cost Profit before income tax , , Income tax Profit for the period , , Other comprehensive income: Exchange differences on translation of financial statements in foreign currencies (60.20) (73.36) Change in fair value of interest rate swap , contract - net of income tax Actuarial gains (losses) on employee benefit plans - - (9.19) - Income tax relating to components of other (0.54) (0.25) 1.23 (283.50) comprehensive income Other comprehensive income for the period (59.14) (78.26) Total comprehensive income for the period , , , Profit attributable to: Equity holders of the Company , , Non-controlling interests of the subsidiaries (43.33) (60.25) Basic earnings per share - Profit attributable to equity holders of the Company Consolidated Financial Statements (Unit: THB mm) Cash Flow Statement For the Year Ended 31 December For the Period of 9 Months Ended September 2015 Net cash flows from (used in) operating activities (3,352.36) (78.13) 6, , Net cash flows from (used in) investing activities (652.80) (788.61) (814.08) (875.34) Net cash flows from (used in) financing activities 3, (6,092.17) (4,111.44) Net increase (decrease) in cash and cash equivalents (265.52) (244.98) (142.54) Exchange differences on translation of financial statements in foreign currencies (75.91) (82.85) Cash and cash equivalents at beginning of period 1, Cash and cash equivalents at end of period

59 Translation 16. Explanation and Analysis of Operating Result and Financial Position Operating Result review for the years from 2013 to 2015 Sales and services for 2014 stood at THB 45,727 mm reflecting an increase of 34.37% from Crude oil price fluctuates between USD 100 per barrel to USD 118 per barrel. In the 4 th quarter of 2014, Brent crude oil price significantly dropped to USD 58 per barrel. Increased in 2014 sales was mainly attributable to abundance supply of heavy crude and higher sales in export markets due to better market demand in this region and also the increase of our refinery production in Malaysia. In early 2014, the Company entered into a crude term supply contract with a major crude supplier whereby the Company has the opportunity to procure approximately 11 million barrel of heavy crude per annum. The domestic asphalt sales remained healthy and reported similar sales volume in comparison to 2013 despite weak economy trend. Sales and services for the period of 9 months ended 30 September 2015 stood at THB 28,041 mm reflecting a decrease of 19% from the same period last year. This decrease was mainly attributable to the drop in selling price in the line with lower crude price during this period (January to September 2015) comparing to corresponding period (from USD 70 per barrel to USD 48 per barrel). Nevertheless, sales volume increased by 10% comparing to corresponding period because demand in both export and domestic market remains strong this year despite weak economy trend. As a consequence, the Group s operations in refinery, logistic and customer support services were operating at the high level of efficiency. Although gross margin for the first half of 2014 was relatively low, the total operating gross profit for the full year was THB 2,005 mm compared to THB 1,740 mm despite a slow start in the first half year. The Brent market plummeted a whopping US$ 53/barrel (from USD 111 per barrel to USD 58 per barrel) during the year This free fall was the result of surplus crude supply in the market from Shale Oil in the US competing with OPEC productions and also negative global economic outlook by IMF. The Group s hedging strategy has protected the gross profit margin in this incredible market volatility with a hedging gain of THB 1,452 mm as compared to This has contributed a significant positive impact to the result of the year 2014 as compared to Under the crude inventory policy, the company has marked to market (MTM) and provided a net realized value (NRV) provision of THB 358 mm on the crude inventory due to the falling crude prices. Operating gross profit margin for this year period (January to September 2015) was THB 5,535 mm compared to THB 1,150 mm of the corresponding period. This significant improvement of gross profit margin (before the allowance for diminution in value of inventory that had been adequately hedge) from 3% to 17% was mainly due to stable asphalt prices arising from strong demand in both export and domestic market and lower crude cost. The Company achieved a hedging gain of THB 465 mm arising from the ICE Brent price falling from $58.02/bbl on the first trading day of 2015 to $50.50/bbl during this period. The effectiveness of our hedging strategy has again mitigated the Group s exposure to the commodity market risks and contributed to a sustainable positive operating result. Selling and administrative expenses for 2013 to the 3 rd quarter of 2015 have been relatively stable between THB 780 mm to THB 800 mm. The Company is committed to controlling these overheads while improving the operating gross profit margin. Financial expense for the year 2013 to the 3 rd quarter of 2015 decreases from THB 222 mm to under THB 150 mm. The decrease was mainly due to improve net cash position of the Group in term of lower short-term loan and prepayment of long-term loan. The Consolidated net profit after tax (excluding minority interest) of THB 3,896 mm and THB 1,200 mm represented earning per share of THB 2.53 per share and THB 0.44 per share (par value of THB 1 each) in corresponding period of 9 months ending of 2015 and 2014 respectively. 57 Enclosure 2

60 Translation Enclosure 2 Financial Position A change in financial position of the Group at 30 September 2015 comparing to the end of 2014 and 2013 can be summarized as follows; Decrease in trade and other receivables due to the improvement in collection days; Decrease in inventories of THB 5.3 bn due to falling crude price and lower inventory days; Decrease in short-term loans from financial institutions of THB 8.1 bn due to a decrease in crude financing for a lower crude inventory level at the end of September 2015; Decrease in trade and other payables due to less expensive crude payable; Increase in property, plant, and equipment due to expansion of our refinery; Decrease in long-term loans from financial institutions due to prepayment of long-term loan caused from strong cash flow. Cash Flow Cash flow of the Group for the period of 9 months ending 30 September 2015 and for the year 2014 can be summarized as follows: Net cash from operating activities of THB 5,277 mm in September 2015 was mainly due to cash generated from operations and the better effort in receivable collections, while net cash from operating activities of THB 6,764 mm in 2014 was mainly due to cash generated from operations and the lower inventories level; Net cash used in investing activities of THB 875 mm and THB 814 mm, for the period of 9 months of 2015 and for the year 2014, was mainly due to the increase in acquisition of equipment in our refinery; Net cashed used in financing activities of THB 4,111 mm in September 2015 was mainly due to short-term loan installment repayment, prepayment of long-term loan and dividend paid to shareholder. Net cash used in financing activities of THB 6,092 mm in 2014 was mainly due to the decrease of short-term loans from financial institutions and cash paid to acquisition of non-controlling interests of subsidiaries. 17. Information of Connected Persons and/or Shareholders Having Interests Who Have No Right to Vote Names and number of shares held by connected persons and/or shareholders having interests who have no right to vote as of 1 st December 2015, which is the latest date of close of share register book, are as follows: No. Name No. of Shares Percentage of Total Voting Rights (%) 1. Colas SA 490,731, Mr. Jacques Pastor 800, The Company hereby certifies that this information memorandum is true and correct in all respects. Faithfully yours, (Mr. Somchit Sertthin) Chief Executive Officer 58

61 Documents Required Prior to Attending the Meeting Proxy, Registration and Voting Enclosure 4 Registration to the Extraordinary General Meeting of Shareholders No. 1/2016 of the Tipco Asphalt Public Company Limited 1. Documents Required Prior to Attending the meeting For Natural Person 1. Self-Attending Valid evidence issued by governmental authorities, e.g. the identification card, governmental identification card, driver license of passport, including the evidence of name or last name s change (if any) 2. Proxy 2.1 One of the proxy Forms as attached to the Notice to Shareholders, completely filled up and signed by the Shareholder and the Proxy 2.2 Certified true copy of valid evidence of the Shareholder as specified in Item Valid evidence of the Proxy as specified in Item 1. For Juristic Person 1. Representative of Shareholder (Authorized Director) attending the Meeting 1.1 Valid evidence of the authorized director(s) issued by governmental authorities similar to those of natural person specified in Item Copy of Shareholder s Letter of Certification Certified by the authorized director(s) showing that the authorized director(s) has the authority to act on behalf of the Shareholder. 2. Proxy 2.1 One of the Proxy Forms as attached to the Notice to Shareholders, completely filled up and signed by the authorized director(s) of the Shareholder and the Proxy. 2.2 Copy of Shareholder s Letter of Certification certified by the authorized director(s) showing that such authorized director(s) signing the Proxy Form has the authority to act on behalf of the Shareholder. 2.3 Certified true copy of valid evidence of the authorized director(s) signing the Proxy Form as specified in Item Valid evidence of the Proxy issued by governmental authorities similar to those of natural person specified in Item For Foreign Investor Appointing Custodian In Thailand. All evidences similar to those of the Juristic Person as specified in Items 1) and 2). In case the Foreign Investor authorizes the Custodian to sign the Proxy Form on its behalf, the following documents are also required: 3.1 Power of Attorney by Foreign Investor authorizing Custodian to sign the Proxy Form on its behalf. 3.2 Letter certifying that the Custodian is permitted to engage in the custodian business. In case the original documents are not in English, the English translation shall be required and certified true and correct translation by the Shareholder (in case of natural person) or the authorized representative(s) of the Shareholder (in case of juristic person). 59

62 2. Proxy The Proxy Form B is attached herewith. According to Regulation of the Department of Business Development, Ministry of Commerce. The Foreign investor appointing the Custodian in Thailand and wishing to use Form C can download Form C from Shareholder not be able to attend the Meeting may appoint a person as your Proxy as follows: 1. Complete only one of above Proxy Forms as follows: 1.1 General Shareholder shall select only one of either Form A or Form B. 1.2 Shareholder listed in the share register book as Foreign Investor appointing the custodian in Thailand can select only one of three Proxy Forms (Form A, Form B or Form C). 2. Authorize a person or an Independent Director to attend and vote at the Meeting on your behalf by specifying the name with specifying the name with details of a person to be your Proxy 3. Affix the 20 Baht stamp duty with specifying the date of Proxy Form across such stamp duty. For you convenience, the Company will facilitate in affixing the stamp duty when registration to attend the Meeting 4. Submit the completed Proxy Form to secretary Office half an hour before beginning of the Meeting for verification of documents Allocation of shares to several Proxies to vote in the Meeting is not allowed. The Shareholder shall authorize the Proxy to cast the votes by all the shares held by it. Authorization of less than the total number of shares is not allowed except for the Custodian appointed by the Foreign Investor in accordance with Proxy Form C. 3. Meeting Registration The commencement for registration to attend the Meeting will be 2 hours before the Meeting or from hours on Tuesday 5 January 2016 at the Fifth Floor Auditorium, Tipco Tower 118/1 Rama 6 Rd., Samsen Nai, Phayathai, Bangkok Please refer to the map attached. 4. Voting Voting Regulation 1. One share will count as one vote. Voting Will be made in each Agenda where the shareholder or proxy shall make only one vote for approval, disapproval or abstention. The allocation of voting is not allowed except for the vote by the Custodian. 2. In Case of Proxy 2.1 The Proxy shall solely vote in accordance with the authorization by Shareholder as specified in the Proxy Form. Any vote not in accordance with the Proxy Form is invalid and shall not be counted as the vote of the Shareholder. 2.2 In case the Shareholder does not specify the authorization or the authorization is unclear, the Meeting considers any agenda other than which specified in the Proxy Form, or there is any change of fact, the Proxy shall be authorized to consider and vote such matter as it may deem appropriate. Resolution of the Meeting 1. General case : majority vote of the Meeting 2. Other case which the laws or the Company s Articles of Association provided otherwise: the vote shall be in accordance with the laws or the Company s Articles of otherwise: the Chairman of the meeting shall inform the meeting before voting each Agenda. 2.1 In case a tie of votes, the Chairman of the Meeting shall have a deciding vote. 2.2 Any Shareholder or the Proxy having any special interest in a matter shall not be permitted to vote on such matter and may be invited by the Chairman of the Meeting to temporarily leave from the Meeting, except for voting on election of the Directors. 60 Enclosure 4

63 The Independent Director as the proxy to attend the meeting Enclosure 5 Name Position : Mr. Parnchalerm Sutatam : Independent Director Member of the Audit Committee Member of the Nomination and Remuneration Committee Date of Director : June 14, 2004 Date of Birth : April 13, 1953 Age : 62 Nationality : Thai Residence : 316 Soi Ladpraow 84 Wangthonglang Bangkok Education : B.S. (Accounting), Babson College, Wellesley, Mass., U.S.A. M.B.A., University of Bridgeport, Bridgeport, Conn., U.S.A. Trainings with Thai Institute of Directors Association (IOD) : 2006 : Audit Committee Program (ACP) 2005 : Director Accreditation Program (DAP) 34/2005 Experience : present Audit Committee of Tipco Asphalt PLC present Independent Director of Tipco Asphalt PLC present Director of Boonmitra Building Co., Ltd. Director Positions in Other Companies : Non-Listed Companies : 1 Listed Companies : None Positions in Rival Companies / Connected Business that May Cause Conflict of Interest : None Shareholding : None Attendance : Board of Directors : 6/6 Audit Committee : 10/10 Term of service The independent director does not have any conflict of interest. Nomination and Remuneration Committee : 3/3 : 11 Year 61

64 The Independent Director as the proxy to attend the meeting Enclosure 5 Name Position : Mr. Niphon Suthimai : Independent Director Chairman of the Audit Committee Date of Director : February 16, 2006 Date of Birth : April 19, 1958 Age : 57 Nationality Residence Education Trainings with Thai Institute of Directors Association (IOD) : Thai : 33 Yaek 15, Ramkamhaeng 118, Sapan Sung, Sapan Sung Bangkok : Licence de Droit (Law), Universite de Droit, Lyon, France : Master in Operational Research, London School of Economics, UK : 2006 : Director Accreditation Program (DAP) 2006 : Audit Committee Program (ACP) Professional Background : Present Vice President - People, Nok Airlines Public Company Limited Present Associate Director, Geodis Overseas Co., Ltd Managing Partner, CLY International Limited Consultant, Thai Air Cargo Co., Ltd. Director Positions in Other Companies : Non-Listed Companies : 2 Listed Companies : 1 : Nok Airlines PLC Positions in Rival Companies / Connected Business that May Cause Conflict of Interest : None Shareholding : None Attendance : Board of Directors : 6/6 Audit Committee : 10/10 Term of service : 10 Years The independent director does not have any conflict of interest. 62

65 The Independent Director as the proxy to attend the meeting Enclosure 5 Name Position Date of Directorship : April 27, 2012 Date of Birth : February 21, 1954 Age : 62 Nationality Residence Education Trainings with Thai Institute of Directors Association (IOD) Professional Background : Mr. Nopporn Thepsithar : Independent Director Member of the Audit Committee Chairman of the Nomination and Remuneration Committee : Thai : 110/24 Soi Ladpraow 18, Ladpraow Road, Lat Yao, Chatuchak Bangkok : Bachelor Degree in Electrical Engineering Chulalongkorn University : 2012 : Audit Committee Effectiveness Seminar 2005 : Director Accreditation Program (DAP) : Present Chairman of the Thai National Shippers Council (TNSC) Present Executive Board, Export-Import Bank of Thailand (EXIM Thailand) Present Director Ananda Development PLC Present Independent Director, Chairman Audit Committee Union Petrochemical PLC Member of Executive Committee and Senior, Vice President - Logistics, Siam City Cement PLC Executive Director, TCC Holding Co., Ltd. Director Positions in Other Companies : Non-Listed Companies : 1 Listed Companies : 2 : Union Petrochemical PLC Ananda Development PLC Connected Business that May Cause Conflict of Interest : None Shareholding : None Attendance : Board of Directors : 4/6 Audit Committee : 10/10 Term of service The independent director does not have any conflict of interest. Nomination and Remuneration Committee : 2/3 : 4 Years 63

66 The Independent Director as the proxy to attend the meeting Enclosure 5 Name : Mr.Chainoi Puankosoom Position : Independent Director Date of Director : August 13, 2015 Date of Birth : June 8,1950 Age : 65 Nationality : Thai Residence : 19 Navatanee soi 9 Serithai Road, Ramintra Kannayao Bangkok Education : Bachelor Degree in Higher Accounting California College of Commerce, USA Master of Management (MM), Sasin Graduate Institute of Business Administration, Chulalongkorn University Trainings with Thai Institute of Directors Association (IOD) : Director Accreditation Program (DAP), Class 63/2007 : Financial Institute Governance Program, Class 3/2011 : The Role of the Chairman Program (RCP) Class 33/2014 Professional Background : Present Director andaudit Committee, Muang Thai Leasing Company Limited Present Director and Audit Committee, Golden land Property Development PLC Present Director and Audit Committee, National Power Supply PLC 2015 Director, Nathalin Company Limited Present Director, Energy Fund Administration Institute Present Director, State Enterprise Policy Office Present Director, Petroleum Institute of Thailand Director Positions in Other Companies : Non-Listed Companies : 1 Listed Companies : 3 : - Muang Thai Leasing PLC - Golden land Property Development PLC - National Power Supply PLC Positions in Rival Companies / Connected Business that may Cause Conflict of Interest : None Shareholding : None Meeting Attendance : Board of Directors : 3/3 Term of service : 4 Months The independent director does not have any conflict of interest. 64

67 Chapter 4: Board of Directors Enclosure 6 Article 15. The Directors shall be elected by a shareholders meeting according to the following rules and methods: (1) Separate round of voting by the shareholders shall take place for each Director position; (2) Each shareholder has a voting right of one vote per one share for each Director position to be elected; (3) Each Director position shall be allocated to the person who has received most votes provided that the number of votes received is not less than three quarters of the total number of votes of shareholders attending the meeting and having the right to vote. Article 16. At every annual general meeting, at least one-third of the directors shall retire from their office. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors, who have to retire from their office in the first year and the second year after the registration of the Company, shall draw lots in order to seek out the retired directors. The director remaining in his office for the longest term must retire in the subsequent year. A director who retires from his office may be re-elected. Chapter 5: Shareholders Meeting Article 30. The board of directors shall convene an annual general meeting of shareholders within four months from the last day of the fiscal year of the Company. Meetings other than those specified above shall be called the extraordinary general meeting. The board of directors may summon an extraordinary general meeting whenever it deems appropriate or shareholders holding shares in the aggregate of not less than one-tenth of the total number of shares sold, or shareholders numbering not less than fifteen persons holding shares in the aggregate of not less than one-tenth of the total number of shares sold, may at any time subscribe their names in a letter requesting the board of directors to call an extraordinary general meeting, provided that they clearly state the reasons in such request. The board of directors shall proceed to call a shareholders meeting to be held within one month of the date of receipt of such request from the said shareholders. Article 31. In calling a shareholders meeting, the board of directors must prepare a notice stating the place, date, time, agenda of the meeting and matters to be proposed to the meeting together with reasonable details by indicating clearly whether it is the matter proposed for acknowledgement, for approval or for consideration, including the opinions of the board of directors for such matters and send the above notice to the shareholders at least 7 days prior to the date of the meeting and publish the above notice in a newspaper for 3 consecutive days at least 3 days prior to the date of the meeting. 65

68 The place of the meeting referred to in the first paragraph shall be in the province in which the head office or the branch office of the Company is located or in a nearby province. Article 32. Shareholders are entitled to attend the meeting and may vote at the shareholders meeting but they may authorise other person as proxies to attend the meeting and vote on their behalf. The proxy must be made in writing and having a signature of the shareholder who assign the power and shall be submitted to the chairman at the place of the meeting before the proxy holder attends the meeting. Article 33. At the shareholders meeting, there shall be shareholders and proxies (if any) numbering not less than twenty-five persons or not less than one-half of the total number of shareholders holding in aggregate not less than on-third of the total number of shares sold in order to constitute a quorum. At any shareholder meeting, if one hour has passed since the time specified for the meeting and the number of shareholders attending the meeting is inadequate for a quorum and if such shareholder meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than 7 days prior to the date of the meeting. In the subsequent meeting a quorum is not required. Article 34. The resolution of the shareholders meeting shall comprise the following votes: Enclosure 6 (1) In ordinary case, the resolution will be decided by majority vote of the shareholders attending and voting in the meeting and in the event of a tie the chairman of the meeting shall have cast a ruling vote. (2) In the following cases, the resolution will be decided by majority vote of not less than three quarters of all the votes of shareholders present at the meeting and eligible to vote: (A) Sale or transfer of all or major parts of the company s business to other persons, (B) Buying or taking over of another public company or any private company, (C) Making, modification or termination of any contract to lease all or some major part of the company s business and formation of joint venture with an objective to share profit and loss. (D) The prior approval of the annual investment and disposal plan of the Company in Ordinary General Meeting of Shareholders and the entry by the Company into any transaction which is not covered by an investment and disposal plan so approved, except for any transaction which would lead to a departure of not greater 20% from any figures covered by any investment and disposal plan so approved; (E) The prior approval of the annual strategic plan, annual business plan and general financial policy of the Company unless in any case such approval has been given at a meeting of the Board of Directors and the entry into by the Company of any transaction which is not covered by a strategic plan, business plan or financial policy so approved unless in any case such approval has been given at a meeting of the Board of Directors; 66

69 (F) The prior approval of a contract or arrangement, or any variation of a contract or arrangement, between the Company or any of its subsidiaries and any Connected Person unless in any case such approval has been given at a meeting of the Board of Directors provided however that any contract or arrangement or variation of any contract or arrangement between the Company or any of its Subsidiaries and any Connected Person shall also be approved, if necessary, according to the notifications and regulations of The Stock Exchange of Thailand. For these purposes Connected Person shall have the meaning set out in the Notification of the Stock Exchange of Thailand Bor. Jor : Re: Rules, Procedures and Disclosure of Connected Transactions of Listed Companies as amended from time to time: (G) The prior approval of the exercise of the votes and other rights attaching to shares or other interests held by the Company in any subsidiary or other legal entity, unless such approval has been given at a meeting of the Board of Directors; Article 35. Transactions to be conducted at the annual general meeting are as follows: Enclosure 6 (1) Reviewing the report of the board of directors covering the work done during the preceding year as proposed to the meeting by the board of directors; (2) Considering and approving the balance sheets; (3) Considering the retained earning; (4) Election of new directors in place of those who must retire on the expiration of their terms; (5) Appointment of the auditor; and (6) Other businesses. 67

70 68 Enclosure 7