(Translation) Business Online Public Company Limited. Minutes of the 2017 Annual General Meeting of Shareholders 29 March 2017

Transcription

1 (Translation) Business Online Public Company Limited Minutes of the 2017 Annual General Meeting of Shareholders 29 March 2017 The meeting was held at ASIC Room, 34 th Floor, SVOA Tower, 900/9 Rama 3 Road, Bangpongpang, Yannawa, Bangkok. There were 77 shareholders present in person and by proxy, representing 509,230,379 shares, a quorum was thus constituted. Mr. Noravat Suwarn was the Chairman of the meeting. Ms. Chamaiporn Apikulvanich as Company Secretary recorded the minutes of this meeting. The proceeding of the Meeting began at 2:00 pm 1. The Chairman informed shareholders that the company has 10 Directors, there were 8 Directors presented in the meeting as follows: (1.) Mr. Noravat Suwarn Chairman of Board of Directors (2.) Mr. Min Intanate Director & Executive Chairman (3.) Mr. Prayoon Rattanachaiyanont Director (4.) Mr. Wilson Teo Yong Peng Director (5.) Mr. Anant Tangtatswas Independent Director Chairman of Audit Committee Chairman of Nomination and Remuneration Committee (6.) Ms. Suteera Sripaibulya Independent Director Member of Audit Committee Member of Nomination and Remuneration Committee (7.) Asst.Prof. Karndee Leopairote Independent Director Member of Audit Committee Member of Nomination and Remuneration Committee (8.) Ms. Chamaiporn Apikulvanich Director & Chief Executive Officer & Company Secretary Executive Committee who attend the meeting as follows: (1.) Ms. Kanyapan Buranarom Chief Financial Officer (2.) Ms. Intira Inturattana Chief Data Officer Representative of Auditors from EY Office Limited (1.) Mrs. Sarinda Hirunprasurtwutti Auditor (2.) Ms. Siriwan Suratepin Auditor (3.) Ms. Phatchanee Chaipanukiat Assistant Auditor Representative of legal consultant (1.) Supawee Mahaworasintorn Legal advisor/inspector Business Online Public Company Limited Page 1

2 2. To ensure that the meeting would understand the voting procedures when considering each matter on the agenda, Company Secretary explained the voting procedures as follows: 2.1 The company uses barcode technology for shareholder registration and vote counting. 2.2 Shareholder who is already registered will receive white, perforated, ballot cards separated by agenda. 2.3 The shareholder s name is specified on each ballot card and the amount of shares which have rights in voting is one share per one vote. 2.4 The shareholder must clearly mark the ballot cards. In the event that there is no mark, this will be counted as an approval of that particular agenda. 2.5 In case that the shareholder disapproves or abstains on any agenda, the shareholder must mark against the disapproval or abstain boxes, sign the ballot card and raise his/her hand. The staff will collect the ballot card to count the votes for each agenda. 2.6 The company will deduct disapproval and abstention votes from the total votes in the meeting and count the remaining votes as approval votes for that particular agenda 2.7 Proxy who does not receive ballot card at registration means that the shareholder has already voted in proxy forms. The company will count the vote as specified in those proxy forms. 2.8 For Agenda 5: To consider and approve the appointment of new directors replacing those retired by rotation. The voting will be held for each individual and the ballot cards will be collected from every shareholder attending the meeting 2.9 The number of shareholders or proxies for each agenda may not be identical because there may be shareholders or proxies who join during the meeting 2.10 For each agenda, should the shareholders or proxies want to express any opinions or comments, they must raise their hands and state their full name for the benefit of recording the minutes In expressing opinions or asking questions, the shareholders or proxies are asked to be direct and concise for the effectiveness of the meeting and thus not consuming too much time. (3.) In addition, the company treats to shareholders equitably by giving opportunity the minority shareholders to propose agenda and nominated candidate for director in advance. The company also informs the procedure to propose, the qualification of person who have rights to propose, proposal forms and channel via the company s website between 1 and 31 December Also informs the shareholders via SET portal. When such period is expired, no shareholders proposed agenda and nominated candidate for director. Then, the Chairman declared the meeting duly be convened to consider the following agenda. Agenda 1 To certify the Minutes of the 2016 Annual General Meeting of Shareholders The Chairman proposed the meeting to certify the Minutes of Annual General Meeting of Shareholders, held on March 30, 2016, a copy of which was sent to the shareholders together with the invitation letter. After giving opportunities for shareholders to ask questions and express opinion but there is no question. Therefore, proposed that the meeting consider the resolution. Business Online Public Company Limited Page 2

3 The meeting unanimously resolved to certify the Minutes of the 2016 Annual General Meeting of Shareholders as the Chairman proposed. Approved 509,230,379 Votes Percentage of Abstained - Votes Percentage of Agenda 2 To acknowledge the report on the company s operating results for the year 2016 The Chairman proposed the meeting to certify the report on the company s operating results and Annual Report of the year 2016, as the detail follows. the company's operating results (Consolidate) For the year 2015 For the year 2016 Increase (Decrease) % Total revenue (Baht) 341,709, ,300, Net profit after tax (Baht) 61,187,057 72,588, the company's operating results (Separate) For the year 2015 For the year 2016 Increase (Decrease) % Total revenue (Baht) 337,904, ,493, Net profit after tax (Baht) 61,552,888 63,004, invitation letter. Detail of the company s operating as per the Annual Report 2016 which enclosure with the The Chairman gave shareholders an opportunity to ask question and express opinion. Mr. Suparp Phisurach, shareholder, asked if there was any event that brought in the revenue for 2016 Miss Chamaiporn Apikulvanich, Director, answered that the increase in core revenue for 2016 came from information service and revenue for rights in using software that was developed in 2014 in which the project had received investment support from BOI in terms of tax benefits arising from the profit that occurred from the use of such software. In addition, the revenue from international information services provided by the company s subsidiary had also increased. Mr. Suparp, Phisurach, shareholder, asked whether e-filing system had an effect on the revenue increase for 2016 Mr. Min Intanate, director, answered that e-filing is the system that the company developed for the Department of Business Development, Ministry of Commerce, which was already delivered. After the guarantee period, 10% of the revenue will come from maintenance (MA). The system saves time and reduces the cost associated with the hiring of data entry staffs. On the contrary, the company needs to pay more for the purchase of information from the Department of Business Development, Ministry of Commerce, however the difference is not significant to have any effect on the company s operation. Mr. Sutas Khancharoensuk, shareholder and proxy, stated that, for the past years, there were not large differences in the figures for separate and consolidated financial statements, revenue and profit. However, in 2016, there was large difference in revenue and profit and asked how many subsidiaries does the company have and which brought in revenue and profit Business Online Public Company Limited Page 3

4 Miss Kanyapan Buranarom, Chief Financial Officer, answered at, as of the end of 2016, the company had 1 subsidiary which is D&B Thailand Company Limited and in 2017, the company has established 1 more subsidiary under the name, BOL Digital Company that received BOI approval and is currently undergoing computer system development. Mr. Sutas Khancharoensuk, shareholder, asked whether the revenue and profit would continue to be like that of 2016 or this would only occur for Mr. Min Intanate, Director, answered that this would continue for the subsidiary as D&B Thailand Company Limited has signed a new 5-year contract with new strategies and products that received quite a good response. For the newly established BOL Digital Company Limited that is engaged in social platform, the figures will be clearer in 2018 Mr. Sutas Khancharoensuk, shareholder and proxy, asked whether the revenue and profit in 2016 would continue to grow without fluctuations and be in forms of project-based. Mr. Min Intanate, Director, answered that, the figures for existing business would continue to increase if there are projects coming in from the government or banks which would be a one-off project. For the past years, the revenue and profit of the company and subsidiary has increased hand-in-hand with each other. Mr. Thawatchai Tianboonsong, shareholder, wanted opinions on ECartStudio Company Limited that the company invested in for the long term and was making a loss and ABIKS Development Company Limited that is engaged in real estate investment that is not in core business. Mr. Min Intanate, Director, answered that ABIKS Development Company Limited is investment in land for construction the company s own office that had not begun as the company is not ready and the timing is not suitable for real estate investment. Therefore it is better to rent office space except that the income for that particular year is good and does not affect the company s operation. Meanwhile, the company had invested in a 15% stake in ECartStudio Company Limited which is a startup that received large interests by the public and customers but it would take a while to see the profit. Recently, ECartStudio Company Limited has recently entered the insurance business whose systems will be used by insurance companies. The company will start seeing more profits in 2017 and 2018 which will offset the accumulated loss. Mr. Sutas Khancharoensuk, shareholder and proxy, asked whether there were any changes in the company s overseas activities. Mr. Min Intanate, Director, answered in regards to overseas operations that the company is in possession of information in Vietnam which is much different than that of Thailand. Therefore, the system must be tuned to suit the system in Vietnam which the company look to offer the whole database to the banks while work has already begun and the revenue will start coming in in 2018 After answer questions to shareholder, The meeting acknowledged the company s operating results of the year Agenda 3 To consider and approve the audited Statement of Financial Position and Statement of Comprehensive Income for the year ended 31 st December 2016 The Chairman proposed the meeting to consider and approve the audited Statement of Financial Position and Statement of Comprehensive Income for the year ended 31 st December 2016, which had been verified and audited by the Audit Committee and the certified public accountant. A copy of the audited financial statements was sent to the shareholders together with the invitation letter. Business Online Public Company Limited Page 4

5 The Chairman gave shareholders an opportunity to ask question and express opinion. Mr. Sutas Khancharoensuk, shareholder and proxy asked on the gross profit ratio and net profit that is published whether this was the result of tax or reduction in expense Miss Kanyapan Buranarom, Chief Financial Officer, answered that the increase in net profit was the result of the increase in sales that was higher than expenses and costs and that the company had a cost reduction policy that resulted in higher pre-tax profit. Another part is tax, as the company had profits from BOI projects which was exempted from tax which was why the net profit for 2016 was significantly higher than Mr. Thawatchai Tianboonsong, shareholder, asked why the company held a lot of cash. Miss Kanyapan Buranarom, Chief Financial Officer, answered that the company had been very effective in collecting outstanding payments and that the nature of the company s business requires the customers to make purchases before using the service. The rise in the number of customers also had an effect as the company received more trust. Mr. Min Intanate, Director, added that small-size customers made payments before using the services while large customers signed annual contracts which they could pay in installments. However, government projects may be affected should there be any delay. Mr. Teetach Vanichsathian, shareholder, asked what the 50 million Baht in other current assets were and wanted to know about the trends of social platform. Miss Kanyapan Buranarom, Chief Financial Officer, answered that other current assets can be divided into two parts, firstly, other current assets in separate financial statements was at 42.8 million Baht. Secondly, the increase of 10 million Baht occurred from the cost of project expense in the consolidated statement which was at million Baht was the result of the subsidiary s purchase of international information which would be used in expanding future opportunities for the business. Mr. Min Intanate, Director, answered in regards to social platform that currently the company has a platform that attracts 1 million visitors from the SME sector and the company looks to create activities on mobile devices such as digital business card that holds more information instead of traditional ones. The information on the card is the information that the company currently possesses and will use in creating other database and members can also add more information, while members who look to trade can link up with the banks for instance. Mr. Thawatchai Tianboonsong, shareholder, wanted clarifications on the notes to consolidated financial statement that the figures for accrued income, connected transactions, and creditors were similar for 2015 and 2016, and whether there were any reserve estimates for trade and other debtors. Miss Kanyapan Buranarom, Chief Financial Officer, answered that connected transactions were in accordance with normal business proceedings and therefore there was not any significant change. With regards to reserve estimates, this must be considered with the period of late payment which was not a problem. Therefore the company did not set aside reserve estimates for doubtful accounts at the end of the year. Mr. Min Intanate, Director, added that there was no bad debt among small-size debtors as the payment was received before the service was used while institutional customers such as banks, were on annual contracts whose payments were made in installments and therefore did not have any problems and the same was also for government customers. Mr. Narongchai Simaroj, shareholder, suggested that the company s cash balance of 100 million Baht was too much, and should only keep 50 million Baht while managing good cash flow so that the Business Online Public Company Limited Page 5

6 company could use the money for more investments. Mr. Min Intanate, Director, acknowledged the shareholder s suggestion. After answer questions to shareholder, The meeting unanimously resolved that the audited Statement of Financial Position and Statement of Comprehensive Income for the year ended 31 st December 2016 be approved. Approved 516,233,979 Votes Percent Disapproved - Votes Percent Abstained - Votes Percent Voided ballots - Votes Percent Agenda 4 To consider and approve the profit apportionment and dividend payment derived from operating results for the year ended 31 st December 2016 and set the record date for Shareholder s right to receive dividend The Chairman informed the meeting that The Public Limited Company Act requires that the company set aside at least five percent of its net annual profit as a legal reserve until it reaches 10 percent of the company's registered capital. The Chairman informed the meeting that the company set aside of 385,000 Baht of net profit after tax for the year 2014 into statutory reserve, so total statutory reserve is 8,260,000 Baht, 10% of the company s registered the capital, refer to resolutions of the Board of Directors Meeting No.1/2015. The Chairman proposed the meeting to consider and approve the profit apportionment and dividend payment derived from operating results for the year ended 31 st December 2016 at 0.07 Baht per share, derived from net profit under non BOI privilege 0.04 Baht per share and under BOI privilege 0.03 Baht per share (par 0.10 Baht) totaling Million Baht of consolidated net profit after tax for the year 2016 at the rate of 76.69%. The record date on which shareholders have the rights for receive dividend on Wednesday, March 1, 2017 and fixing the share register book closing date for collecting shareholders names under Section 225 of the Securities and Exchange Act as on Thursday, March 2, 2017 in order to determine the shareholders entitlement to receive dividends and the date of dividend payment would be on Friday, April 7, After giving opportunities for shareholders to ask questions and express opinion but there is no question. Therefore, proposed that the meeting consider the resolution. The meeting unanimously resolved that the dividend payment which shareholders have the rights to receive dividend is Thursday, March 2, 2017 at 0.07 Baht per share and the date of dividend payment would be on Friday, April 7, 2017 as detail above, be approved Approved 516,233,979 Votes Percentage of Abstained - Votes Percentage of Business Online Public Company Limited Page 6

7 Agenda 5 To consider and approve the appointment of new directors replacing those retired by rotation The Chairman informed the meeting that according to Clause 18 of the Articles of Association specifies that, at every Annual General Meeting of Shareholders, one-third (1/3) of the directors, or if it is not a multiple of three, then the number nearest to one-third (1/3) must retire from office. In this year, the following directors would retire: 1. Ms. Manida Zinmerman Director 2. Mr. Wilson Teo Yong Peng Director 3. Ms. Suteera Sripaibulya Director 4. Mr. Chaiyaporn Kiatnuntavimon Director Brief qualifications of the four retiring directors as detailed in invitation letter. The selection process performed by the Nomination and Remuneration Committee (NRC), the NRC jointly considered the qualifications, experiences, and competencies as required by The Public Limited Company Act B.E and the Securities and Exchange Act, and was of the opinion that they would continue to contribute greatly to the operations of the company. They had performed their duties with accountability, integrity throughout their term so proposes the meeting of shareholders consideration to reappointment directors. The Chairman gave shareholders an opportunity to ask question and express opinion. Mr. Preecha Chaiyawan, shareholders rights protection volunteer, proxy of Thai Investment Association, asked on the accolades of the nominees for company s independent directors whether this was in line with the company s strategies, and whether the company has discussed on those independent directors whose tenure were more than 9 years with regards to their independence. He also asked whether the company has any policy on the tenure of independent directors in the future. Mr. Anant Tangtatswas, Chairman of Nomination and Remuneration Committee, answered that the company has carefully considered this and the independent directors had carried out their duties with honesty and were independent of the company throughout their tenure. Mr. Norawat Suwarn, Chairman of the Board, added that the directors who tenures were at the end of term were knowledgable, competent and trustworthy which were very beneficial to the company. Therefore, it was suitable to appoint those directors to serve another term. Mr. Min Intanate, Director, added that, the independent directors are experts in their fields, such as, Miss Manida Zinmerman, legal expert; Miss Suteera Sripaibulya, financial institutions expert, and Assistant Professor Doctor Karndee Leopairote, ASEAN expert which are beneficial to the company s operations. After answer questions to shareholder, The meeting unanimously resolved to re-appoint the four directors who would retire by rotation to resume their directorship for an extended term. Details of the votes on this agenda were as follows: Business Online Public Company Limited Page 7

8 5.1 Ms. Manida Zinmerman Approved 516,232,979 Votes Percentage of Disapproved 1,000 Votes Percentage of Abstained - Votes Percentage of Mr. Wilson Teo Yong Peng Approved 516,233,979 Votes Percentage of Abstained - Votes Percentage of Ms. Suteera Sripaibulya Approved 516,232,979 Votes Percentage of Disapproved 1,000 Votes Percentage of Abstained - Votes Percentage of Mr. Chaiyaporn Kiatnuntavimon Approved 516,233,979 Votes Percentage of Abstained - Votes Percentage of Agenda 6 To consider and approve Directors remuneration The Chairman informed that the consolidated and the separate financial statements for the year ended 31 st December 2016 as follow; the company's operating results (Consolidate) Total revenue (Baht) 341,709,788 Net profit after tax (Baht) 61,187,057 For the year 2015 For the year 2016 Increase (Decrease) % 399,300,109 72,588, the company's operating results (Separate) Total revenue (Baht) 337,904,949 Net profit after tax (Baht) 61,552,888 For the year 2015 For the year 2016 Increase (Decrease) % 350,493,530 63,004, Business Online Public Company Limited Page 8

9 6.1 The Chairman proposed the meeting of shareholders consider and approve paying bonus to Chairman of Board, Executive Chairman and Board of Directors as per details below: No. Name Postion Year 2016 (Baht) 1 Mr. Noravat Suwarn Chairman of the Board 320,000 2 Mr. Min Intanate Executive Chairman 200,000 3 Mr. Prayoon Rattanachaiyanont Director 80,000 4 Mr. Wilson Teo Yong Peng Director 80,000 5 Mr. Anant Tangtatswas Independent Director/ 80,000 Chairman of Audit Committee 6 Ms. Manida Zinmerman Independent director/ 80,000 Member of Audit Committee 7 Ms. Suteera Sripaibulya Independent director/ 80,000 Member of Audit Committee 8 Asst.Prof. Karndee Leopairote Independent director/ 80,000 Member of Audit Committee Total 1,000,000 Ms. Chamaiporn Apikulvanich and Mr. Chaiyaporn Kiatnuntavimon offered to waive bonus as the director. The Chairman gave shareholders an opportunity to ask question and express opinion. Mr. Sutas Khancharoensuk, shareholder and proxy, asked which criteria were used in considering the bonus for the directors as the bonus for 2016 and 2015 were equal even when the operation results for 2016 were better. The company should have a structure that links operating performance with the consideration of directors bonuses Mr Anant Tangtatswas, Chairman of Audit Committee, answered that the company must thoroughly consider on any such increase, should there was any; the increase would only be a few percent. After answer questions to shareholder, The Chairman proposed that the meeting consider the resolution. The meeting resolved with votes of more than 2 in 3 approving the directors of rumination as details above. For this matter, the interested shareholders who were present at the meeting and were not entitled to vote for or against this matter had a total of 73,054,500 shares Approved 443,179,479 Votes Percentage of Abstained 73,054,500 Votes Percentage of Business Online Public Company Limited Page 9

10 6.2 The Chairman also proposed the meeting to consider the determination of director s remuneration for the year 2017 as the following details: No. Name Position Year 2017 (Baht/month) 1 Mr. Noravat Suwarn Chairman of the Board 352,657 2 Mr. Min Intanate Executive Chairman 270,306 3 Mr. Prayoon Rattanachaiyanont Director 20,000 4 Mr. Anant Tangtatswas Independent Director 20,000 Chairman of Audit Committee 53,500 5 Ms. Manida Zinmerman Independent Director 20,000 Audit Committee 20,000 6 Ms. Suteera Sripaibulya 7 Asst.Prof. Karndee Leopairote Independent Director 20,000 Audit Committee 20,000 Independent Director 20,000 Audit Committee 20,000 - The meeting allowance for Board of directors who attend the meeting (per times) 5,000 Baht - The meeting allowance for Nomination and Remuneration Committee who attend the meeting (per times) 5,000 Baht - The Director s remuneration was considered by the Nomination and Remuneration Committee. - Ms. Chamaiporn Apikulvanich, Mr. Wilson Teo Yong Peng and Mr. Chaiyaporn Kiatnuntavimon offered to waive the directors' remuneration. After giving opportunities for shareholders to ask questions and express opinion but there was no question. Therefore, proposed that the meeting consider the resolution. above. The meeting resolved with votes of more than 2 in 3 approving the directors of rumination as details For this matter, the interested shareholders who were present at the meeting and were not entitled to vote for or against this matter had a total of 73,054,500 shares Approved 443,179,479 Votes Percentage of Abstained 73,054,500 Votes Percentage of Business Online Public Company Limited Page 10

11 Agenda 7 To consider and approve the appointment of auditor and determination of auditor s remuneration for the year 2017 The Chairman of Audit Committee announced to the meeting that the audit committee has considered the audit fees and qualifications of auditors and saw that EY Office Company Limited is an audit office with experience and reputation accepted by the public whose qualifications does not contradict the regulations specified by the Stock Exchange of Thailand. Therefore, it is proposed to the meeting to consider and approve the appointment of Mr. Wichart Lokatekrawee, C.P.A. Registration No and/or Miss Kamonthip Lertwitworathep, C.P.A. Registration No and/or Miss Sarinda Hirunprasertwut, C.P.A Registration No.4799 of EYOffice Company Limited as auditors for the company and subsidiaries, and approve the audit fees for 2017 at 1,430,000 Baht, other service fees including the review of 2016 annual report and form 56-1 at 100,000 Baht, and service fees for the review of BOI certificates of Business Online Public Company Limited and BOL Digital Company Limited of at 200,000 Baht. The Chairman gave shareholders an opportunity to ask question and express opinion. Mr. Sutas Khancharoensuk, shareholder and proxy, asked whether the shareholders would also need to approve the audit fees of D&B Thailand Company Limited and BOL Digital Company Limited. Mr. Min Intanate, Director, answered that as both subsidiaries are 100% owned by the company, so this can be approved concurrently. Miss Kanyapan Buranarom, Chief Financial Officer, added that the legal implication of the approval of audit fees is that the company seeks the approval from the shareholders on parts that concern the company only. However, there is a practice in some listed companies with subsidiaries such as companies with 100% investment in subsidiaries that the approval of audit feed can be made concurrently of the parent company. Mr. Suparb Pisurach, shareholder, asked why the audit fees for 2017has increased and what are the actual expense. Mr. Anant Tangtatswas, Chairman of the Audit Committee, answered that the main reasons were the format of the report and the audit process under new accounting standard in 2016 had created more work, along with the increase in the number of subsidiaries which was reflected in higher fee. The extra fee is miscellaneous fee such as travelling which was not too high. Miss Kanyapan Buranarom, Chief Financial Officer, added that if the consideration is based on individual company then the increase of 35% (approximately 150,000 Baht) was from technological operations that required detailed IT audits to ensure the security of information systems. For other fees which amounted to 300,000 Baht, this could be separated in 2 parts: 100,000 Baht was for the audit of annual report in accordance to the Securities and Exchange Commission s regulations and 200,000 Bah was for the audit of BOI projects of the company and subsidiaries. After answer questions to shareholder, The Chairman proposed that the meeting consider the Resolution. Business Online Public Company Limited Page 11

12 The meeting unanimously resolved that the appointment of the Company s auditors and their remuneration as proposed above, be approved. Approved 516,197,979 Votes Percentage of Abstained 36,000 Votes Percentage of Agenda 8 To consider any other business (if any) No other business was proposed to the meeting for consideration; however, there were questions raised by the shareholders. Mr. Thawatchai Tianboonsong, shareholder, asked about the company s policy on issuing warrants and how many warrants would be issued in the future, and whether the difference between issue and exercise price would be recorded as NPL. Miss Siriwan Nitdamrong, auditor from EY Office Company Limited, answered that the principle in recording warrants at issuing date requires that a fair price of the warrant be calculated. In exercising the rights, the company would record this as an expense along with the cost of exercising those rights. In terms of earnings per share, Article 33 of account standards specifies that upon the issuing of the warrants, the diluted earnings per share must be calculated and that the difference would not be recorded as NPL. Mr. Min Intanate, Director, added that the issuing of the warrant served as an incentive to motivate staffs and executives and the company issues about 5% warrants over the period of 4 years. Mr. Thawatchai Tianboonsong, shareholder, further asked Mr. Min Intanate to talk about the company s direction as everyone now has access to internet and database at any time; how would the service differ from Google; would the information be precise and whether there is a possibility for some kind of cooperation with Alibaba. Mr. Min Intanate, Director, answered that currently the company is in partnership with several notable companies such as: National Credit Bureau; Dun and Bradstreet Inc, a global company providing financial information of companies worldwide with customers in insurance sector for trade insurance; supply chain sector that requires the insights of their suppliers stability. The information on the companies are mostly generated in the past such as financial score that will be further developed. Currently, financial score is offered to small-size customers and financial institutions, and in the future, BOL Digital Company Limited will developed financial score and Paydex that would give deeper insights into the behaviour of customers. Mr. Suparb Pisurach, shareholder, asked about the penalty fee of 12 million Baht from delayed delivery of project stated in page 85 of the annual report whether this is the project from Mr. Min Intanate, answered that this is an ongoing project that is likely to be delayed therefore it is necessary to forecast the penalty. Mr, Krairerk Potiapiyarnwisut, proxy, stated that the penalty fees is only a small amount when compared to the revenue, however, when compared to net profit, this is 15% which is quite a lot and wanted to know whether the company has ways to deal with this. He also asked about the pricing policy as the company s products are intangible and whether this could be increased. Mr. Min Intanate, Director, answered that, firstly, for projects that the company delivers to the customers, these need expertise on several subject matters, some requirethe use of foreign experts. This, along with communications to ascertain the TOR with the customer takes a lot of time which may lead to possible delay. Secondly, the pricing criteria is considered from cost and other expenses such as benefits, Business Online Public Company Limited Page 12

13 salaries of staffs and experts, marketing, and operating expense. As for the price adjustments, this is considered from inflation and living costs however this depends on the type of customers and trade negotiations. Mr. Teeradech Saetan, shareholder, asked whether BOL Digital Company Limited would start making money in 2016 and if so, how much, compared to the core revenue. Mr. Min Intanate, answered that BOL Digital Company Limited would launch in Q2 and there would be the sales of license and promotion no later than Q3. The revenue compared to core revenue would start in the next 2-3 years. Mr. Teeradech Saetan, shareholder, asked whether the company would gain more revenue as NCB has enforced the use of Score. Mr. Min Intanate answered that NCB doesn t enforce the use of score but NCB provides the Score for financial institutions to purchase should they need it. Mr. Teeradech Saetan, shareholder, asked about the progress of enhancement of ENLITE. Miss Chamaiporn Apikulvanich, Director, answered that the company continues with the enhancement and is now in the testing process, it is expected to be in service by the end of Mr. Thawatchai Tianboonsong, shareholder, asked whether BOL Digital Company Limited s operation is similar to being a trader. If Alibaba targets B2B, C2C or B2C sectors would this have any effect on the company and what types of market is BOL targeting at. Mr. Min Intanate, Director, answered that BOL is targeting at SMEs and there is no limitation on size and the Score provided is in a different format to Moody s The Chairman thanked all shareholders for sacrificing their time to attend the meeting. The meeting was adjourned at 4.00 p.m (Signed by) (Mr. Noravat Suwarn) Chairman of the meeting (Signed by) (Ms. Chamaiporn Apikulvanich) Director, acting as Company Secretary Business Online Public Company Limited Page 13