(Translation) 2. Mr. Chotipol Techakraisri Vice Chairman of the Board

Transcription

1 - Attachment 1 - Minutes of Extraordinary General Meeting No. 1/2017 of Pace Development Corporation Public Company Limited convened on Tuesday, 7 March 2017, at hrs. at Great Room, 3 rd Floor, W Hotel Bangkok, No. 106, 108 North Sathon Road, Silom Subdistrict, Bang Rak District, Bangkok The Meeting started at hrs. Mr. Kraithip Krairiksh, Chairman of the Board of Directors (the Chairman ), declared the meeting to be duly convened and welcomed all persons attending Extraordinary General Meeting of Shareholders No. 1/2017 (the Meeting ) of Pace Development Corporation Public Company Limited (the Company ). The Chairman informed the Meeting that there were 379 shareholders attending the Meeting in person and by proxy, representing 1,779,210,042 shares (One Billion Seven Hundred Seventy-nine Million Two Hundred Ten Thousand and Forty-two shares) in aggregate, or equivalent to percent of the total issued shares of the Company which exceeds one-third of the same as at the date of the share register book closure. A quorum was thus constituted in accordance with the Company s Articles of Association. In this regard, during the Meeting, there were additional 48 shareholders attending the Meeting in person and by proxy, representing 7,405,644 shares (Seven Million Four Hundred Five Thousand Six Hundred and Forty-four shares). Consequently, there were totalling 427 shareholders attending the Meeting in person and by proxy, representing 1,786,615,686 shares (One Billion Seven Hundred Eight-six Million Six Hundred Fifteen Thousand Six Hundred and Eighty-six shares), or equivalent to percent of the total issued shares of the Company. Before the commencement of the Meeting in accordance with the agenda items, the Chairman introduced the directors, executives, and advisors of the Company attending the Meeting, as follows: Directors in attendance: 1. Mr. Kraithip Krairiksh Chairman of the Board 2. Mr. Chotipol Techakraisri Vice Chairman of the Board 3. Mrs. Ladda Siriwattanakosol Chairman of the Audit Committee/Independent Director 4. Mr. Prasert Patradhilok Chairman of the Risk Committee/Independent Director 5. Ms. Benjaporn Prisuwanna Chairman of the Remuneration Committee/ Independent Director 6. Mr. Sorapoj Techakraisri Chief Executive Officer 7. Mr. Chumpol Techakraisri Director 1

2 8. Mr. Theera Vayakornvichitre Director 9. Mr. Pornson Patanasin Director Executives in attendance: 1. Ms. Natha Kittiaksorn Chief Financial Officer 2. Mr. Nuthapon Luckkanalawan Deputy Executive Vice President, Accounting & Finance 3. Mr. Sarath Pavorndechapong Company Secretary Mr. Sarath Pavorndechapong, the Company Secretary, acting as the meeting facilitator (the Meeting Facilitator ) informed the Meeting that to ensure that the Meeting is to be conducted in compliance with good corporate governance principles with respect to voting in the Meeting, the Meeting Facilitator informed the Meeting of the procedures for voting and the vote counting as follows: 1. For voting in the Meeting, a shareholder will use a ballot card received from the staff at the registration of the Meeting. A shareholder will have the number of votes equivalent to the number of shares he/she holds in the Company, whereby one share is equivalent to one vote. For a shareholder who indicates on the proxy form of his/her intention to vote on each agenda item, whether he/she votes in favour, against, or abstains from voting, the Company will count such votes in accordance with the intention of the shareholder, provided that the proxy will have no further rights to vote at the Meeting. 2. After the clarification provided by the director in each agenda item, the Chairman will allow shareholders to raise questions and express opinions. A shareholder who wishes to raise questions is requested to state his/her name and surname before raising questions or expressing opinions on each occasion. If there are no shareholders who express opinions that are different from of which the Board of Directors that are votes against or abstains from voting, the Chairman will proceed to the next agenda item and the vote will be treated as the approval or consent of the relevant proposed agenda item. The Company will inform all shareholders of the voting results at the end of each agenda item. 3. A shareholder who disagrees with any information proposed by the Board of Directors or wishes to abstain from voting in any agenda item is requested to raise his/her hand after the Meeting Facilitator has finished his question, and the Meeting Facilitator will have such shareholder submit the ballot card received from the staff at the registration of the Meeting before the commencement of the Meeting of such agenda item to the staff to accumulate the voting in the agenda item and inform Meeting of the result. For the counting of votes, the Company will deduct the number of ballot cards with a vote against or abstention from the total number of votes. With respect to a shareholder who appoints a proxy to attend the Meeting on his/her behalf and has already voted in the proxy form, the Company will record the votes in accordance with the shareholder s intention in the computer system for the purpose of vote counting in each agenda item. 2

3 4. Any votes cast in the following manner shall be considered invalid: 1) A ballot card that is filled in with more than one mark in the space provided; 2) A ballot card that casts a vote expressing a conflict of intent; 3) A ballot card with a vote that has been crossed out with no signature; and 4) A ballot card that casts a vote that exceeds the shareholder s rights. A shareholder who wishes to correct his/her vote on the voting ballot should cross out the existing vote on the voting ballot and affix his/her signature thereto. 5. In case of a question regarding the voting procedures, a shareholder may ask the staff of the Company who will facilitate and explain the details to him/her. 6. A shareholder who wishes to leave the Meeting before the Meeting has been adjourned or who is not present in the meeting room during any agenda item, can exercise his/her rights by submitting the voting ballot to the staff of the Company in advance before he/she leaves the meeting room. 7. The total number of votes of the shareholders cast on each agenda item might not be equivalent, as there will be shareholders and proxies entering the meeting room from time to time. Therefore, the number of the persons attending the Meeting for each individual agenda item may change and not be equivalent. 8. With respect to the vote counting in this Meeting, the Company shall ask two shareholders to jointly act as the scrutineers of the vote counting. 9. A shareholder who has any question or wishes to give his/her opinions irrelevant to the agenda item under discussion is requested to raise such question or express his/her opinions on the agenda item regarding other matters at the end of the Meeting. Questions raised or opinions expressed should be brief and not repetitive, in order that the other shareholders will also be able to exercise their rights. The shareholders are requested to give their cooperation to ensure that the Meeting be conducted smoothly and within the specified time frame. The Meeting Facilitator asked the Chairman to conduct the Meeting. Agenda 1 To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2016 The Chairman proposed that the Meeting certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2016 which was held on 5 July In this regard, the Company has submitted a copy of such minutes to the Stock Exchange of Thailand (the Stock Exchange ) within the period of 14 days, as required by laws, as detailed in Attachment 1. 3

4 The Chairman gave the shareholders and proxies an opportunity to raise questions or express their opinions with respect to this matter. There were no shareholders or proxies who raised questions or expressed their opinions, and no requests for any amendment to the Minutes. Resolution: The Meeting resolved to certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2016 which was held on 5 July 2016, as proposed, in accordance with the following votes: Result Number of votes (1 share = 1 vote) Percentage of shareholders who attend the meeting and cast vote Approved 1,785,233, Disapproved Abstained Voided Ballot 0 - Remarks: 1) This agenda must be approved by majority votes of the shareholders attending the Meeting and casting their votes. 2) At this agenda, the total number of votes of shareholders and proxies who attend the meeting is 1,785,233,463 votes. Agenda 2 Meeting. To consider and approve the additional amount for the issuance and offering of debentures not exceeding Baht 5,000,000,000 (Baht Five Billion) The Chairman also assigned Meeting Facilitator to present this agenda to the Mr. Sarath presented that referring to the 2015 Annual General Meeting of Shareholders, held on 27 April 2015, has approved the issuance and offering of debentures in the total amount of not exceed Baht 5,000,000,000 (Baht Five Billion). The Company would like to propose the Shareholders Meeting to approve the additional amount for the issuance and offering of debentures not exceeding Baht 5,000,000,000 (Baht Five Billion), the totalling not exceeding Baht 10,000,000,000 (Baht Ten Billion), in order to (i) increase the sources of funds of the Company, and (ii) be the working capital of the business of the Company in both the short and long terms, to strengthen the financial conditions of the Company, with the details as follows: Objectives: Type of Debentures: Use in its business operation All types of debentures, with and/or without subordinated debentures and/or unsubordinated debentures, amortizing debentures, or straight debentures, secured or unsecured debentures, with and/or without bond holder s representative 4

5 depending on financial market conditions at the of offering. Total Value of Debenture: The additional amount for the issuance and offering debentures is not exceeding Baht 5,000,000,000. After combined with the original amount by the resolutions of the 2015 Annual General Meeting of Shareholders, held on 27 April 2015, in the amount of not exceed Baht 5,000,000,000 (Baht Five Billion), the aggregate amount will be not exceeding Baht 10,000,000,000 (Baht Ten Billion), or equivalent in another currency rates. Offering: Interest Rate: Maturity Date: Debenture Redemption: Other Conditions: The debentures will be offered to the public and/or private placement and/or institutional investors in Thailand; and/or high net-worth individuals. Such offerings may be made in one time or several times in accordance with the notifications of SEC. Subject to the prevailing financial market conditions at such time. For short-term period with credit term of not exceeding 270 days; and for long-term period with credit term of not exceeding 10 years. Depending on the terms and conditions of each issuance. In relation to restrictions and conditions; such as types or names of each issuance, par value, offering price per unit, interest rates, appointment of debenture holders representative, issuance and offering methods, allocation procedures, details of offering, redemption prior to maturity and registration of listing on the secondary market (if any), are empowered to the Chief Executive Officer (CEO); and are assigned the authority to the CEO to determine or change the conditions and related details of each issuance and each offering; including the authority to do any and all acts and things necessary and related to the issuance and offering for sale the debentures of the Company. Moreover, this includes the authority to appoint advisors or the person concerning the issuance and offering of the debentures; execute and sign the underwriting agreement contract or placement agreement contract and/or related documents provided the preparation and submission of the application and documents to the Securities and Exchange Commission, the Stock Exchange of Thailand, and Relevant government agencies and/or any other relevant information 5

6 their opinions. The Chairman gave the shareholders or the proxies to raise questions or express Mr. Sataporn Pangnirun, a shareholder, asked the following questions: Why the Company do not wait and propose this matter to the Annual General Meeting of Shareholders which will be held in the next month? What is cash utilization plan for the additional amount of debentures 5,000 Million Baht? How does currently debt to equity ratio (D/E ratio)? How does return for financial cost when compare with dividend payment? As specified in invitation letter on debenture that all type of debentures, is it include convertible debenture? As specified that maturity period will be no longer than 270 days for short-term debenture and no longer than 10 years for long-term debenture, how long does the Company will issue and offer for the new lot of debenture? Is this a revolving basis for offering and issuance of debentures? The Chairman stated that the Company issued bill of exchange (B/E) to be a shortterm funding due to lower interest. However, as a result of changing in B/E market and reducing the risk of financing source, the Company shall convert B/E to be debenture which is the reason for increasing the amount of issuance and offering of debenture. Mr. Sorapoj Techakraisri, Chief Executive Officer, also stated that the objective of the additional amount of issuance and offering of debenture is for converting B/E to debenture and will not increase debt obligation. After the completion of investment of Apollo Asia Sprint Holding Company Limited (Apollo) and Goldman Sachs Investments Holding (Asia) Limited (Goldman Sachs) in subsidiaries, the Company shall repay loan. Comprising of revenue recognition from MahaNakhon Project transferred in 2017, D/E ratio will decrease to 4.5 times or less which comply with the Company s permission policy of debenture. Ms. Natha Kittiaksorn, Chief Financial Officer, additional stated that the issuance and offering of debenture is required a period of time for requesting with the Securities and Exchange Commission (SEC), therefore, the Company has promptly proposed this matter to the shareholders. For the interest rate of debenture, the Company shall consider market circumstance. However, interest rate of debenture, which is lower than interest rate from bank, shall reduce the financial cost. In case operating result improve with the profit, the Company may consider the dividend payment in accordance with dividend policy. The wording in relation to debenture in invitation letter is standard content preparing by underwriter and specified for revolving basis as the shareholder s mentioned. This is not include convertible debenture which has to receive shareholders approval for capital increase. The mature term of new lot of debenture is expected to be 2-3 years. Ms. Jinnapark Pornpiboon, a shareholder, asked that referring to the Shareholders meeting has approved the issuance and offering of debentures in the total amount of not exceed Baht 6

7 5,000,000,000 (Baht Five Billion), how many amount of debenture that the Company already issued and what time will issue the new lot of debenture. Ms. Natha stated that the Company has already issued and offered of debenture in the amount of 4,700 million Baht and expected to issue and offer the new lot of debenture when B/E mature in April onward. Mr. Pongsathorn Vanichsatien, the proxy, asked that what is cash utilization plan for investment fund from Apollo and Goldman Sachs. How many revenue proportion between property development and food business. Mr. Sorpoj stated that the Company shall use investment fund for 1) To repay loan 2) To invest more in MahaNakhon project and 3) To expand business of Dean & Deluca, Inc. The Company realize the security in revenue earning by risk diversification from 3 businesses; property development for sale, property development for recurring income (hotel and observation deck) and food and beverage. The Company expected to maintain revenue recognition from property development for sale business in the amount of 10,000 million Baht per year. For revenue from recurring business (hotel and observation deck), the Company has study on feasibility and target 4-5 million tourist per year by expensing 500-1,000 Baht per person. This business shall take a profit margin at 50-60%. In 1-2 years from now on, food and beverage business shall growth and take long-term profit. This is our strategy on risk diversification for revenue recognition. Mr. Pongsathorn, also asked that how about the business operation of Dean & Deluca. Mr. Sorapoj stated that after acquisition Dean & Deluca, it is on process of management improvement and the operation is still in line with plan and consistent with break even. However, due to investment cost for branch expansion, the operating result is still loss. Mr. Ravee Patanapanyasathit, a shareholder, asked how does the Company operate Dean & Deluca business and how many branches does own by the Company. Mr. Sorapoj stated that Dean & Deluca, Inc. is the ownership of Dean & Deluca in US, In other countries, Dean & Deluca shall operate under a franchise license. In Japan, the Company has foreseen the growth potential and swop from franchise license to joint venture agreement. In Thailand, the Company has owned all branches and plan to expand 5-10 branches in Mr. Supot Ua-chailertkul, a shareholder, praised the management of the Board of Directors and executive, and also asked how many proportion in MahaNakhon project of the Company after the transferring completion, what is the obligation or management strategic of Apollo and Goldman Sachs for investment in subsidiaries. Mr. Sorapoj stated that after the completion of MahaNakhon transferring, the proportion in MahaNakhon of the Company shall remain 40% comprising of hotel, observation deck and retail area. Mr. Sakchai Sakulmontrisri, a shareholder, asked that how many short-term and longterm debenture which the Company already issued in the amount 4,700 million Baht, how many of such debenture will mature in 2017 and the revenue proportion for observation deck. 7

8 Ms. Natha stated that the existing debenture is 2 years term and the Company has issued B/E in the amount of 4,500 million Baht which shall be converted to be debenture and repay loan when it due. Mr. Sorapoj additional stated that the pricing for observation deck shall determine by comparative with the other similar building and subsidiary shall take 100% of service revenue. The Company shall consider the service capacity of observation point for maximize value. Moreover, the supporting tourism business from government policy shall promote our business to get more tourist. Mrs. Viyada Kongseree, a shareholder, asked the progress of capital increase by right offering (RO) which the shareholders meeting has approved last time. Ms. Natha stated that the Company has registered capital increase by private placement, not RO. Mr. Sakchai additional asked that how much MahaNakhon building can support an earthquake and is this project employ foreigner and Thai engineer. Mr. Sorapoj stated that MahaNakhon building can support an earthquake with a richter magnitudes of 7.5. This project has hired 4-5 teams of engineer both Thai and foreigner. opinions. Resolution: There were no shareholders or proxies who raised further questions or expressed their After due consideration, the Meeting resolved to approve the additional amount for the issuance and offering of debentures not exceeding Baht 5,000,000,000 (Baht Five Billion), as proposed, in accordance with the following votes: Result Number of votes (1 share = 1 vote) Percentage of shareholders who attend the meeting and cast vote Approved 1,786,553, Disapproved 62, Abstained Voided Ballot 0 - Agenda 3 Remarks: 1) This agenda must be approved by the vote not less than threequarters (3/4) of the total of votes cast by the shareholders attending the meeting and being eligible to vote. Other matters (if any) 2) At this agenda, the total number of votes of shareholders and proxies who attend the meeting is 1,786,615,686 votes. In accordance with the second paragraph of Section 105 of the Public Limited Companies Act B.E (1992) (including any amendment thereto) provides that, after the consideration of the matters indicated in the notice of the meeting, the shareholders holding shares 8

9 amounting to no less than one-third of the total issued shares in aggregate may request the meeting to consider matters other than those indicated in the notice of the meeting. In this regard, the Board of Directors deemed it appropriate for the shareholders wishing to propose other matters other than those indicated in the Notice of this meeting. There were no shareholders proposed other matters. opinions. opinions. The Chairman gave the shareholders or the proxies to raise questions or express their There were no shareholders or proxies who raised further questions or expressed their The Chairman, therefore, expressed his appreciation to all shareholders, proxies, and participants for their participation in the Meeting and declared the Meeting adjourned. The Meeting was adjourned at hrs. Signed - Signed - Chairman of the Meeting Mr. Kraithip Krairiksh Signed - Signed - Secretary to the Meeting Mr. Sarath Pavorndechapong 9