Clause 4 Registered Capital : Baht 599,686,126 (five hundred ninety-nine million six hundred eighty-six thousand one hundred and twenty-six Baht)

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1 April 27, 2012 Subject: Report on the resolution of the Annual General Shareholders Meeting 2012 of Thai Rubber Latex Corporation (Thailand) Public Company Limited To: President The Stock Exchange of Thailand The Annual General Shareholders Meeting 2012 of Thai Rubber Latex Corporation (Thailand) Public Company Limited held on April 27, 2012, has resolved the following agendas: 1. Certified the minutes of the Extraordinary General Shareholders Meeting No.1/2011, held on June 20, Acknowledged the Annual Report and the report of the Board of Directors of the year Approved the Company s audited financial statements for the year ended December 31, 2011 which were audited by the auditor. 4. Approved the decrease of the Company s registered capital from Baht 599,686,442 (five hundred ninety-nine million six hundred eighty-six thousand four hundred and forty-two Baht) to Baht 599,686,126 (five hundred ninety-nine million six hundred eighty-six thousand one hundred and twenty-six Baht) by canceling the authorized but un-issued ordinary shares and ordinary shares reserved for the allotment of warrants, which were not allotted, in total of 316 shares (three hundred and sixteen shares) at a par value of Baht 1 (one Baht) per share, totaling of Baht 316 (three hundred and sixteen Baht). 5. Approved the amendment of Clause 4 of the Company s Memorandum of Association as follows; Clause 4 Registered Capital : Baht 599,686,126 (five hundred ninety-nine million six hundred eighty-six thousand one hundred and twenty-six Baht) 1

2 Divided into : 599,686,126 shares (five hundred ninety-nine million six hundred eighty-six thousand one hundred and twenty-six shares) Par Value per Share : Baht 1 (One baht) Divided into Common Shares : 599,686,126 shares (five hundred ninety-nine million six hundred eighty-six thousand one hundred and twenty-six shares) Preferred Shares : - shares Provided that the person designated by the Board of Directors to proceed the registration of the amendment to the Memorandum of the Association with the Ministry of Commerce shall be authorized to amend and revise wording or taking action as may be necessary in order to be complied with the instruction of the registrar. 6. Approved the dividend payment and the statutory reserve for the business operation for the year 2011 as follows; A. Allocated as the statutory reserve for the amount of Baht 8,650,000 (eight million six hundred fifty thousand Baht) at the rate of not less than 5% of the net profit, from separated financial statements, of the year ended December 31, B. Payment of stock dividend in the ratio of 4 existing shares per 1 stock dividend share, in the number not exceed 136,292,372 shares (one hundred thirty-six million two hundred ninety-two thousand three hundred and seventy-two shares) or not more than Baht 136,292,372 (one hundred thirty-six million two hundred ninety-two thousand three hundred and seventy-two Baht), equivalent to Baht 0.25 per share. In case where there is fraction of shares less than 4 shares, the Company will pay such stock dividend in cash at Baht 0.25 per share instead. C. Payment of cash dividend of Baht per share calculated from a par value of Baht 1 per share, to cover payment of withholding income tax of stock dividend payment. The amount of dividend payment to shareholders in form of stock and cash dividend will be Baht per share amounting to not exceed Baht 151,435,971, or 88 percent of the Company s net profit from the separate statement of the year The dividends will be paid from the net profit 2011, subject to a 30 percent tax rate. 2

3 The Company will deduct the withholding tax at the rate of 10% of total dividend from the cash dividend payment. The Record Date for the right of shareholders to receive the dividend is scheduled to be on May 10, The share register book closing date for the collecting shareholders names under the Section 225 of the Securities and Exchange Act is scheduled to be May 11, 2012 and the dividend payment shall be made within May 23, Approved the increase of the Company s registered capital from Baht 599,686,126 to Baht 749,607,657 by issuing new ordinary shares of 149,921,531 at a par value of Baht 1 per share, to be reserved for the stock dividend payment and the right adjustment of the warrants to purchase new ordinary shares of the Company (TRUBB-W1). 8. Approved the amendment of Clause 4 of the Company s Memorandum of Association as follows; Clause 4 Registered Capital : Baht 749,607,657 (seven hundred forty-nine million six hundred seven thousand six hundred and fifty-seven Baht) Divided into : 749,607,657 shares (seven hundred forty-nine million six hundred seven thousand six hundred and fifty-seven shares) Par Value per Share : Baht 1 (one Baht) Divided into Common Shares : 749,607,657 shares (seven hundred forty-nine million six hundred seven thousand six hundred and fifty-seven shares) Preferred Shares : - shares Provided that the person designated by the Board of Directors to proceed the registration of the amendment to the Memorandum of the Association with the Ministry of Commerce shall be authorized to amend and revise wording or taking action as may be necessary in order to be complied with the instruction of the registrar. 9. Approved the allotment of 149,921,531 (one hundred forty-nine million nine hundred twenty-one thousand five hundred and thirty-one) increased shares capital at par value of Baht 1 (one Baht) per share. The details of allotment are as follows: 3

4 A. Allotment of 136,292,372 (one hundred thirty-six million two hundred ninety-two thousand three hundred and seventy-two) newly issued ordinary shares at par value of Baht 1 (one Baht) per share to be reserved for the stock dividend payment. B. Allotment of 13,629,159 (thirteen million six hundred twenty-nine thousand one hundred and fifty-nine) newly issued ordinary shares at par value of Baht 1 (one Baht) per share to be reserved for the adjustment of the warrants to purchase new ordinary shares of the Company (TRUBB- W1). 10. Approved number of directors for the replacement of the directors retiring by rotation and approve the Directors remuneration for the year Approved a re-appointment of 4 retiring directors to continue their offices. Those re-appointed directors are as follows; (1) Mr. Paiboon Waraprateep Vice President (2) Mr. Prachnon Temritikulchai Vice President (3) Mr. Yanyong Tavarorit Independent Director and Member of the Audit (4) Mr. Somkad Sueptrakul Director Therefore, the members of the Board of Directors of the Company in 2012 totaling 11 members are: (1) Mr. Vorathep Wongsasuthikul President and Chief Executive Officer (2) Mr. Paiboon Woraprateep Vice President (3) Mr. Prachnon Temritikulchai Vice President (4) Mr. Suchart Charoenpornpanichkul Director and Member of the Risk Management (5) Mr. Wanchai Thanittiraporn Director and Member of the Risk Management (6) Mrs. Suchada Sodthibhapkul Director, Member of the Remuneration, and Member of the Risk Management 4

5 (7) Mr. Tiwa Sappakit Independent Director and Chairman of the Audit (8) Mr. Erwin Muller Independent Director, Chairman of the Remuneration and Member of the Audit (9) Mr. Yanyong Tavarorit Independent Director and Member of the Audit (10) Mr. Somkad Sueptrakul Director (11) Mr. Pakhawat Kovithvathanaphong Independent Director and Chairman of the Risk Management 10.2 Approved the Directors remuneration for the year 2012 which is Baht 10,320,000 (ten million three hundred and twenty thousand Baht) as proposed by the Remuneration. Details of the Director s remuneration for the year 2012 are as follows: 1. Monthly remuneration for executive directors is Baht 70,000 (seventy thousand Baht) each which is the same rate as the year The total payable amount per month is Baht 280,000 (two hundred and eighty thousand Baht) for 4 persons. 2. Monthly meeting remuneration for president, vice presidents, and directors is Baht 30,000 (thirty thousand Baht) each, which is the same rate as the year The total payable amount per month is Baht 330,000 (three hundred thirty thousand Baht) for 11 persons. 3. Monthly meeting remuneration for the Chairman and members of the Audit is proposed for adjustment from Baht 30,000 (thirty thousand Baht) each in 2011 to Baht 40,000 (forty thousand Baht) each for the year The total payable amount per month is Baht 120,000 (one hundred twenty thousand Baht) for 3 persons (The meeting is held once a month). 4. Monthly meeting remuneration for the Chairman of the Remuneration and a member of the Remuneration is Baht 5,000 (five thousand Baht) each, which is the same rate as the year The total payable amount per month is Baht 10,000 (ten thousand Baht) for 2 persons (The meeting is held once a year). 5

6 5. Monthly meeting remuneration for the Chairman of the Risk Management and members of the Risk Management is Baht 30,000 (thirty thousand Baht) each. The total payable amount per month is Baht 120,000 (one hundred twenty thousand Baht) for 4 persons (The meeting is held once a month). The Company has set up the Risk Management in 2012; therefore, there was no director s remuneration payment for the Risk Management in In 2012, the Company has canceled the monthly remuneration for the expense control committee. In 2011, the monthly remuneration for the expense control committee was Baht 30,000 (thirty thousand) per person. The total payable amount per month was Baht 30,000 (thirty thousand Baht) for one person. 11. Approved the appointment of the auditors of Ernst & Young Office Limited to be the Company s and its subsidiaries auditors for the year 2012 as per following names: Name Certified Accounting Auditor Number Company 1) Mr. Wichart Lokatekrawee No.4451 Ernst & Young Office Limited 2) Mrs. Saifon Inkaew No.4434 Ernst & Young Office Limited 3) Miss Siriwan Suratepin No.4604 Ernst & Young Office Limited The auditing fees for the year 2012 is fix at Baht 1,230,000 (one million two hundred thirty thousand Baht), which is the same rate as the year Other business (if any) - None - Please be informed accordingly. Yours sincerely, (Mr.Vorathep Wongsasuthikul) President and Chief Executive Officer 6