Invitation to EGM No.1/ JKN Global Media Public Company Limited

Transcription

1 Enclosure 1 Minutes of 2018 Annual General Meeting of Shareholders JKN Global Media Public Company Limited Time and Place The Meeting was held on 25 April 2018 at hrs. at Ballroom 3, 4th Floor, the Conrad Bangkok Hotel, All Seasons Place, 87 Wireless Road, Phatumwan, Bangkok Opening of the Meeting Ms. Warisnalin Suphasanan, the Company Secretary introduced the Directors, executives of the Company, auditors and lawyers attending the Meeting as follows: Directors 1. Admiral Apichart Pengsritong Independent Director, Chairman of the Board of Director and Chairman of the Audit Committee 2. Mr. Surachai Chompoopaisorn Independent Director, Member of the Audit Committee and Chairman of the Nomination and Remuneration Committee 3. Mr. Preecha Boonyakida Independent Director, Member of the Audit Committee, Chairman of the Risk Management Committee and Member of the Nomination and Remuneration Committee 4. Mrs. Titiya Pongpanwatana Independent Director, Member of the Audit Committee and Member of the Risk Management Committee 5. Mr. Jakkaphong Jakrajutatip Director, Chairman of the Executive Committee, Member of the Nomination and Remuneration Committee, Chief Executive Officer and Managing Director (Acting) 6. Ms. Pimauma Jakrajutatip Director, Executive Director and Chief Administrative Officer 7. Ms. Pitsamai Likhitumouy Director, Executive Director, Member of the Risk Management Committee and Deputy Managing Director Note: The percentage of Directors attending the Meeting is 100 of the total number of directors. Executives 1. Mr. Teeraphat Petporee Chief Financial Officer 2. Ms. Kamolrat Mongkolkrut Chief Sales Officer 3. Mr. Banpot Chawangorn Chief Operation Officer 4. Mr. Sombat Kittibantherngkul Chief Information Technology Officer Auditors and representatives from EY Office Limited: 1. Mr. Khitsada Lerdwana Auditor 2. Mr. Pisan Thongkor Representative Invitation to EGM No.1/ JKN Global Media Public Company Limited

2 Legal Advisors from Kudun and Partners Limited: 1. Mr. Ekachai Chotpitayasunon Legal Advisor 2. Ms. Wareeya Triluxskul Representative to inspect the vote counting and Meeting procedures are transparent, legal and in accordance with the Company s articles of association 3. Ms. Chayada Pichayakorn Representative to inspect the vote counting and Meeting procedures are transparent, legal and in accordance with the Company s articles of association The Company Secretary introduced Admiral Apichart Pengsritong, the Chairman of the Board of Directors as the Chairman of the Meeting (the Chairman ) and presented the details of the Meeting and vote counting procedures as follows: 1. Shareholders may only vote on each agenda item by voting on the ballot received from the registration. 2. In voting, one share is equivalent to one vote. The vote for each item on the agenda will be counted as per the number of votes indicated in the ballot submitted by the shareholders in the meeting and/or proxy form upon registration. 3. In voting of each agenda item, the Company will ask for the resolution from the Meeting. To accelerate the Meeting procedure, shareholders present in person who object, disagree or abstain from voting are required to raise their hands and submit their ballots to the ballot collecting staff can obtain the ballot. In counting votes, the Company shall use a barcode system approach where information will be read from the barcodes on the ballots, the disapproval and abstained votes will be deducted from the total votes of the shareholders attending the meeting. 4. Shareholders who have not raised their hands will be deemed to resolve to approve the matter as proposed to the Meeting for consideration. Except for those acting as proxies to the shareholders (Form B) who have already indicated their votes for each agenda item in the proxy statement, the Company has already counted the votes from the proxy statement for your convenience. If a shareholder wishes to leave before the Meeting finishes, the shareholder shall return the ballot card to an officer. Otherwise, it will be counted as approval for that agenda item and any remaining agenda items. Any ballot with the following conditions shall be regarded as an invalid ballot: 1) A ballot of an agenda item other than the agenda item being voted on 2) A ballot with no mark 3) A ballot with several marks (split of votes is allowed for the shareholder having appointed custodians.) 4) A damaged ballot with unclear voting intention by shareholders 5. For the agenda item concerning the election of directors, agenda item 5, the election of directors in replacement of the directors who are retiring by rotation and the appointment of the new directors and agenda item 6, the appointment of the two new directors, the shareholder shall vote for each individual candidate nominated for Directors. The Company will pause the registration for a moment. Invitation to EGM No.1/ JKN Global Media Public Company Limited

3 6. During the end of each agenda item before voting, the shareholders may ask questions concerning the proposed agenda item and before asking, the shareholders were asked to announce their name and surname and whether they were attending in person or by proxy to be recorded in the minutes. 7. After the vote counting for each agenda item, the Company will announce the voting results as approval, disapproval, abstention, or invalid ballots as a percentage of total votes. Shareholders or proxy holders will be requested to sign their names on the ballots prior leaving the Meeting to be collected as a record. After the Meeting had acknowledged and agreed with the Meeting procedures and vote counting as described above, the Company Secretary informed the Meeting that 147 shareholders and proxies were attending the Meeting, holding 441,280,240 shares, or equivalent to % of the total issued shares of 540,000,000 shares; therefore, a quorum was duly constituted according to the Articles of Association of the Company. The Chairman declared the Meeting open and then conducted the Meeting according to the following agenda items: Agenda Item 1 Resolution: To acknowledge and certify the minutes of Extraordinary General Meeting of Shareholders No. 2/2017 held on 15 June 2017 The Chairman informed the Meeting that the Company had convened an Extraordinary General Meeting of Shareholders, held on 15 June The Chairman delegated Ms. Warisnalin Suphasanan, the Company Secretary to provide a summary to the Meeting. The Company Secretary informed the Meeting that the Company has publicized such minutes through the SET portal and on the Company s website within 14 days after such meeting. The details of the said minutes are set out in Enclosure 1 which has been sent to the shareholders. The Board of Directors view that the recording information of such Minutes are true and complete; therefore, the Board of Directors had proposed to the Shareholders to certify the Minutes of Extraordinary General Meeting of Shareholders No. 2/2017. The Chairman gave the Meeting an opportunity to raise additional questions. No shareholders raised any questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Extraordinary General Meeting of Shareholders, held on 15 June The Meeting resolved to endorse the Minutes of the Extraordinary General Meeting of Shareholders, held on 15 June 2017 by a unanimous vote of the shareholders attending the Meeting and casting their votes, as follows: The shareholders attending this agenda was totally 441,734,844 votes Voting 441,734,844 votes Approved 441,734,844 votes equivalent to Disapproved 0 votes equivalent to Abstained 0 votes equivalent to - Invitation to EGM No.1/ JKN Global Media Public Company Limited

4 Agenda Item 2 To acknowledge the Annual Report and the Company s operating results for the year ended 31 December 2017 The Chairman clarified to the Meeting that the information regarding the Company s operating results and the significant business operations of the Company for the year 2017 had been summarized in the Company s Annual Report in CD-ROM format which was sent to shareholders together with the invitation to this Meeting and published on the Company s website. The Chairman informed the Meeting that the significant operating results of the Company for the past year included the Company being listed on the Market for Alternative Investment (MAI) in year 2017 which is a great reward for the Company and Company s staff who are dedicated and committed to doing business. Meanwhile, being a listed company on the Market for Alternative Investment (MAI), all executives and employees are aware of their responsibilities to all stakeholders. The Company is committed to developing operations to the fullest to grow up stable and sustainable. In this regard, the Company emphasizes the great importance of good corporate governance, social responsibility and anti-corruption. At present, the Company is in the process of studying and preparation to participate in the Thai private sector's anticorruption campaign. The progress will be reported to the shareholders at the next Annual General Meeting of Shareholders. Nevertheless, the Board of Directors has set up a policy on social responsibility and corruption, in which the Board of Directors, executives and employees strictly adhere to the regulations. In this regard, other operating results together with their analysis and description for the past year, Mr. Teeraphat Petporee, Deputy Chief Financial Officer was assigned to report to all shareholders, with details summarized as follows: 1. The Extraordinary General Meeting of Shareholders No. 1/2017 held on 23 February 2017 has passed the following important resolutions: a. approve the decrease of the Company's registered capital from THB 257,500,000 to THB 200,000,000, divided into 115,000,000 ordinary shares, at a par value of THB 0.50 by canceling the Company s authorized but unissued shares b. approve the increase of the Company s registered capital from THB 200,000,000 to THB 270,000,000 by issuing 140,000,000 newly issued ordinary shares, with a par value of THB 1 for public offering. The Company s new registered capital will be THB 270,000,000 divided into 540,000,000 ordinary shares, at a par value of THB The Extraordinary General Meeting of Shareholders No. 2/2017 held on 15 June 2017 has passed the resolution approving the expanding credit line of issuance and offering of the debenture from not exceeding THB 500,000,000 to be the total new credit line by not exceeding THB 800,000,000, at any moment in time. Invitation to EGM No.1/ JKN Global Media Public Company Limited

5 3. On 20 June 2017, the Securities and Exchange Commission approved the issuance and offer of debenture No. 1/2017 in the amount of THB 210,000,000 with a fixed interest rate of 6.75 percent per year which are Name-Registered and Unsubordinated debentures, having the shares of [a] majority shareholder securing the debentures and Mr.Jakkaphong Jakrajutatip as a guarantor, and having the bondholders representative with 1 year and 6 months terms. 4. On 3 August 2017, the Company and History Channel broadcast the documentary series The Peoples Queen which is a documentary broadcasting the history and work experiences of Queen Sirikit to celebrate her 85th birthday. 5. On 21 November 2017, the Company received the Letter informing the enforcement of statement for the offering of securities. (Registration Statement) and the draft prospectus (Prospectus) for Public Offering of Shares 6. On 30 November 2017 under the ticker symbol "JKN", the Company has a started trading on MAI. In addition, the Deputy Chief Financial Officer has summarized the significant information as follows: Total Revenue for the year 2017, the Company and its subsidiaries earned total revenue in an amount of THB 1, Million which was increased from the total revenue from year 2016 which earned THB Million, an increase of THB Million or 36.53%, resulting from increased sales of rights for broadcasting. For the year 2017, net profits totaled THB Million, an increase of THB Million or 14.37%, resulting from increased sales growth. However, from the increase in rights and service costs, as well as increased expenses, the net margin for the year 2017 slightly decreased compared to year 2016, with margins of 19.38% and 16.24% for 2016 and 2017, respectively. Total assets are THB 3, Million. Assets consist mainly of content rights valued THB 1, Million or 37.73%. In year 2016, the content rights were valued THB 1, Million or 60.33% due to the increase in cash and cash equivalents of THB Million in Total liabilities in 2016 and 2017 were THB 1, Million and THB 1, Million respectively. The increase in liabilities was due to the issuance of debentures in year 2017 in the amount of THB 210 Million. Total shareholders equities for 2016 and 2017 were THB Million and THB 1,826 Million. The increase in shareholders equities was due to the issuance of the newly issued ordinary shares in the amount of 140 Million Shares and share premium account ordinary shares in the amount of THB 1, Million Invitation to EGM No.1/ JKN Global Media Public Company Limited

6 The Chairman gave the Meeting an opportunity to raise additional questions. No shareholders raised any comments or questions regarding the Annual Report and the Company s operating results for the year ended 31 December As this agenda item was for shareholders acknowledgement, voting was not required. Agenda Item 3 To consider and approve the financial statements for the year ended 31 December 2017 The Chairman requested Ms. Warisnalin Suphasanan, the Company Secretary to provide the financial statements for the year 2017, which were audited and certified by the auditors, and the Audit Committee to the Meeting. The Company Secretary informed the Meeting that in order to comply with the Public Company Act, the Company is required to arranges to have the balance sheet at the end of the Company s fiscal year reviewed and audited by the Audit Committee and the reviewed and audited statements proposed to shareholders at the Annual General Meeting of Shareholders for further consideration and approval. The Company s financial statements for the year ended 31 December 2017 have been reviewed and audited by the Audit Committee and the approved auditors as well as approved by the Board of Directors with the details appearing in the Annual Report 2017 and can be summarized as follows: Total Assets 3, Million Baht Total Liabilities 1, Million Baht Total Shareholders Equity 1, Million Baht Total Revenue 1, Million Baht Total Expenses Million Baht Financial Cost Million Baht Earnings before Tax Million Baht Income tax expense Million Baht Profit for the year Million Baht Weighted average number of ordinary shares Million Shares Primary earnings per share 0.45 Baht per Share The Board of Directors deemed it appropriate to propose the financial statements for the year ended 31 December 2017 to the 2018 Annual General Meeting of Shareholders for consideration. After that the Chairman asked whether there were any questions from the shareholders. No questions were asked; the Chairman therefore proposed that the meeting approve the Company s Financial Statements for the year ended 31 December Resolution: The Meeting approved the Company s Financial Statements for the year ending 31 December 2017 as proposed in all respects with a unanimous vote of the shareholders present at the Meeting and casting their votes. Invitation to EGM No.1/ JKN Global Media Public Company Limited

7 The shareholders attending this agenda was totally 450,901,362 votes Voting 450,901,362 votes Approved 450,901,362 votes equivalent to Disapproved 0 votes equivalent to Abstained 0 votes equivalent to - Agenda Item 4 To consider and acknowledge no dividend payment for the year 2017 and allocation of profits to be the legal reserve Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that the Company has its dividend payment policy at the rate of not less than 40 percent of the adjusted net profits, excluding the profits/losses from the currency exchange rate which has not yet occurred based on the Company s consolidated financial statement after deduction of the legal reserves. However, the dividend payment is subject to the investment plan, conditions and limitations as stipulated in the loan agreement and other relevant agreements (if any) as well as operational result and other relevant matters as the Board of Directors may consider and amend such dividend payment policy from time to time to be appropriate for the necessity and growth for the Company s investment in the future, as well as the necessity of capital investment and the cash flow, in which the payment of dividend will not exceed accrued profit and be in accordance with the law. Nevertheless, the Board of Director may consider annual dividends, subject to the approval of the Shareholders Meeting unless the interim dividends which the Board of Directors may pay to shareholders from time to time, upon viewing that the Company has adequate profit to do so and inform the next Shareholders Meeting for acknowledgement. In addition, according to Section 115 and 116 of the Public Company Act B.E (including its amendments) (the Public Company Act ) and Clause 54 and 55 of the Company s Articles of Association require the Company to pay dividends from its profit only and not to pay dividends other than out of profits. If the company still has an accumulated loss, no dividends shall be paid. Dividends shall be distributed according to the number of shares, with each share receiving an equal amount and payment of dividends shall be approved by the meeting of shareholders. The company is required to set aside at least five (5) percent of its net annual profit as a legal reserve until it reaches ten (10) percent of the Company's registered capital In the year 2017, the Company has net profits according to its financial statement in the amount of THB 187,670,226 and according to the consolidated financial statement in the amount of THB 198,120,039. Nevertheless, due to the business expansion, it is deemed appropriate for the Company to retain the capital funds to purchase global content, reimburse debentures and Invitation to EGM No.1/ JKN Global Media Public Company Limited

8 Resolution: loans from financial institutions as well as reserve the funds for investing in the CNBC Thailand business of JKN News Ltd., a subsidiary company. In addition, the Company has allocated the net profits to be the legal reserve in the amount of THB 9,906,002, equivalent to not less than five (5) percent of its net annual profit [as] prescribed by law and the Company s Articles of Association The Board of Directors deemed it appropriate to propose to the 2018 Annual General Meeting of Shareholders not to pay dividend for the year 2017 and proposed the Shareholders Meeting to approve the allocation of profits to be the legal reserve. The Company Secretary gave the Meeting an opportunity to raise additional questions. No shareholders raised any comments or questions. The Company Secretary then proposed that the meeting approve no dividend payment for the year 2017 and allocation of profits to be the legal reserve. The Meeting approved not to pay dividends for the year 2017 and approve to allocate profits to be the legal reserve, as proposed in all respects with a majority vote of the shareholders present at the Meeting and casting their votes. The shareholders attending this agenda was totally 450,901,362 votes Voting 450,901,362 votes Approved 450,900,362 votes equivalent to Disapproved 1,000 votes equivalent to Abstained 0 votes equivalent to - Agenda Item 5 To consider and approve the election of directors in replacement of the directors who are retiring by rotation and the appointment of the new directors Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that the following three of seven directors must retire from the Company by rotation at the 2018 Annual General Shareholders Meeting which is equivalent to one-third of all directors: 1. Admiral Apichart Pengsritong 2. Mr. Surachai Chompoopaisorn 3. Mrs. Titiya Pongpanwatana The Company has made available the opportunity for the shareholders to nominate the person with suitable qualifications to be considered and elected as the director in advance during 18 December 2017 to 31 January 2018 by publicizing for the shareholders acknowledgement through the Company s website. Upon the lapse of such period, it appeared that no shareholder has nominated any person to be considered and elected as the director. The Nomination and Remuneration Committee (excluding the interested members) has considered the recruitment and selection of the personnel, who are deserving to be nominated Invitation to EGM No.1/ JKN Global Media Public Company Limited

9 Resolution: as the Board of Directors of year 2018, by taking into account the best interests of the Company s operation. Section 71 of the Public Companies Act and the Company s Articles of Association Clause 20 require at every Annual General Meeting of Shareholders, 1/3 (on-third) of all directors are due to retire by rotation, If the number of directors cannot be divided exactly into three parts, directors in a number closest to one-third shall retire. The directors vacating office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall vacate. A director who vacates office under this section may be re-elected. In this 2018 Annual General Meeting of Shareholders, there are three (3) directors who are retiring by rotation. The Nomination and Remuneration Committee considered the qualifications, knowledge and experience of such three (3) retiring directors in various prospects; the Nomination and Remuneration Committee determined that such three retiring directors are versatile, full of experience and expertise which will support the Company s business operation. In addition, such three (3) directors are not forbidden and also meet the qualifications of directors required under the Public Company Limited Act (including its amendments) and the Securities and Stock Exchanges Act B.E (including its amendments) including any related notifications. It is deemed appropriate to re-elect the three (3) directors who shall be retired by rotation to resume their positions for another term. The Company Secretary gave the Meeting an opportunity to raise additional questions. No shareholders raised any comments or questions. The Company Secretary then proposed that the meeting to approve the election of directors in replacement of the directors who are retiring by rotation and the appointment of the new directors. The Meeting approved the election of directors in replacement of the directors who are retiring by rotation and the appointment of the new directors as proposed in all respects with a majority vote of the shareholders present at the Meeting and casting their votes 1. Admiral Apichart Pengsritong The shareholders attending this agenda was totally 450,901,362 votes Voting 450,900,362 votes Approved 448,496,662 votes equivalent to Disapproved 2,403,700 votes equivalent to Abstained 1,000 votes equivalent to - 2. Mr. Surachai Chompoopaisorn The shareholders attending this agenda was totally 450,901,362 votes Voting 450,900,362 votes Approved 450,900,362 votes equivalent to Disapproved 0 votes equivalent to Abstained 1,000 votes equivalent to - Invitation to EGM No.1/ JKN Global Media Public Company Limited

10 3. Mrs. Titiya Pongpanwatana The shareholders attending this agenda was totally 450,901,362 votes Voting 450,900,362 votes Approved 448,496,662 votes equivalent to Disapproved 2,403,700 votes equivalent to Abstained 1,000 votes equivalent to - Agenda Item 6 To consider and approve the appointment of the two new directors Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that, according to the Company s business expansion, and in order to manage the business for promoting further development of the Company, the Nomination and Remuneration Committee considered increasing the number of directors and appointment of the following two (2) new directors. 1) Mr. Chinapat Visuttipat as an independent director 2) Ms. Kamolrat Mongkolkrut as a managing director The Board of Directors considered as proposed by the Nomination and Remuneration Committee and agreed that aforementioned two (2) directors are persons with knowledge, expertise of the Board of Directors possessing fine working experience. It is therefore deemed appropriate to propose the 2018 Annual General Meeting of Shareholders appoint 1. Mr. Chinapat Visuttipat; and Ms. Kamolrat Mongkolkrut. Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that, as the Company has made available the opportunity for the shareholders to nominate the person with suitable qualifications to be considered and elected as the director in advance during 18 December 2017 to 31 January 2018 by publicizing for the shareholders acknowledgement through the Company s website, it appeared that no shareholder has nominated any person to be considered and elected as the director. Therefore, the Nomination and Remuneration Committee has considered the following 2 directors with the details of list of directors and the biographies of the directors appearing in Enclosure 3, which are not forbidden and also meet the qualifications of directors required under the Public Company Limited Act (including its amendments) and the Securities and Stock Exchanges Act B.E (including its amendments) including any related notifications and appointed these two (2) new directors consistent with the Chairman s announcement. However, voting on this agenda item would be cast individually [for each proposed new director] and approved with the majority of shareholders attending the meeting and casting the votes. The votes would be counted for every cast The Company Secretary gave the Meeting an opportunity to raise additional questions. Invitation to EGM No.1/ JKN Global Media Public Company Limited

11 Resolution: No shareholders raised any comments or questions. The Company Secretary then proposed that the meeting approve the appointment of the two new directors individually The Meeting approved the appointment of the two (2) new directors in all respects with a majority vote of the shareholders present at the Meeting and casting their votes as follows: 1. Mr. Chinapat Visuttipat The shareholders attending this agenda was totally 450,901,362 votes Voting 450,900,362 votes Approved 450,900,362 votes equivalent to Disapproved 0 votes equivalent to Abstained 1,000 votes equivalent to - 2. Ms. Kamolrat Mongkolkrut The shareholders attending this agenda was totally 450,901,362 votes Voting 450,900,362 votes Approved 448,496,662 votes equivalent to Disapproved 2,403,700 votes equivalent to Abstained 1,000 votes equivalent to - Agenda Item 7 To consider and approve the directors remuneration for the year 2018 Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that in compliance with The Section 90 of the Public Company Act B.E. 2535, it prescribes that the Company shall not pay money or any other property to the directors, except payment as remuneration under the Articles of Association of the company and Clause 33 of the Article of Association also stipulates that the Company shall not pay money or any other property to the directors, except payment as remuneration, and the directors are entitled to remuneration from the Company in the form of reward, meeting allowance, gratuity, bonus or other kinds of benefit as considered and approved by the shareholders meeting with the votes of not less than two-thirds (2/3) of the total shareholders attending the meeting. Such remuneration may be fixed in an exact amount or by a specific principle and may be fixed from time to time or perpetually until the shareholders meeting resolves to change in otherwise. In addition, the Company s Directors are entitled to allowance and welfare pursuant to the Company s regulations. The Nomination and Remuneration Committee considered the determination of remuneration of the directors and the sub-committees for the year 2018 by comparing with the information of remunerative payment of the other listed companies within the same type of business including the appropriation of the business expansion along with the responsibilities of the directors and sub-committees before it was proposed to the Board of Directors. Invitation to EGM No.1/ JKN Global Media Public Company Limited

12 The Board of Directors deemed it is appropriate to propose the 2018 Annual General Meeting of Shareholders to consider and approve remuneration of the directors and the sub-committees for the year 2018 and valid until the next shareholders meeting on amendment approval in the amount of not exceeding THB 6,200,000 which is higher than the previous year from the total amount of THB 3,893,750 (Detail in annual report under remuneration of the directors page 59) in order to facilitate the increase in the number of directors and other rewards and benefits such as Directors and Officers Liabilities Insurance not exceeding THB 1,000,000. However, there was no such benefit in year 2017 The remuneration policies are as follows: Year 2018 Position (Proposed Year) Monthly Remuneration (per person/month) Chairman of the Board of Directors 40,000 Director 20,000 Chairman of the Audit Committee 12,500 Audit Committee 10,000 Other Subcommittee - Attendance fee (per person/meeting) Chairman of the Board of Directors 18,750/Meeting (not exceeding 15 times/year) Director 15,000/Meeting (not exceeding 15 times/year) Chairman of the Audit Committee 5,000 Audit Committee 5,000 Attendance fee (per person/meeting) Chairman of the Nomination and Remuneration 5,000 Committee Nomination and Remuneration Committee 5,000 Chairman of the Risk Committee 5,000 Risk Committee 5,000 Other Subcommittee - The Company Secretary gave the Meeting an opportunity to raise additional questions. Ms.Suwannee Shiensirikraiwut, one of the shareholders, admired the company s management team and also suggested on the presentation of determination of remuneration of the directors and the sub-committee for the year 2018 in invitation of 2018 Annual General Meeting of Invitation to EGM No.1/ JKN Global Media Public Company Limited

13 Resolution Agenda Item 8 Shareholders. In response, the Company Secretary informed that it already appeared in Enclosure 5 together with invitation of 2018 Annual General Meeting of Shareholders. A resolution on this agenda item was approved by the votes of not less than two-third (2/3) of the total votes of the shareholders attending the meeting. The shareholders attending this agenda was totally 450,903,564 votes Voting 450,903,564 votes Approved 450,311,264 votes equivalent to Disapproved 0 votes equivalent to Abstained 592,300 votes equivalent to Voided Ballot 0 votes equivalent to To consider and approve the appointment of auditor and the determination of auditor s fee for the year 2018 Ms.Warisnalin Suphasanan, the Company Secretary informed the Meeting that, in accordance with Section 120 of the Public Limited Companies Act B.E (1992), it requires the Annual General Meeting of Shareholders to consider the appointment of an auditor and to determine the auditor s fee of the Company every year. The former auditor may be re-appointed and according to Section 121, the auditor shall not be a Director, staff, employee, or person holding any position in the company. Thus, the appointment of the auditor shall be held. The board of directors considered and agreed with the recommendation of the Audit Committee to appoint the suitable auditors and the appropriate benefits. The Board of Directors deemed it is appropriate to propose the 2018 Annual General Meeting of Shareholders to consider and appoint the auditors as follows: 1. Mr. Kritsada Ledwana Certified Public Accountant No or 2. Mrs. Poonnard Paocharoen Certified Public Accountant No and/or 3. Ms. Manee Rattanabunnakit Certified Public Accountant No from EY Office Ltd. shall be the Company s auditor with the auditor s fee for financial statement year 2018 based on the performance, experience with the standards which are generally accepted on an international level. The auditors are not a Director, staff, employee, or person holding any position in the company as well as having no conflict of interest with the Company. In the event that the aforementioned auditors are not able to perform their duty, EY Office Ltd. will provide other auditors from EY Office Ltd. The auditor s fee for financial statement year 2018, quarterly financial statements and consolidated financial statement in the amount of THB 2,270,000 is THB 120,000 higher than the previous year. However, the aforementioned amount does not include other related costs such as the document fees, publishing fees, transportation/accommodation fees and Non-Audit Service Fee that may occur from the business acquisition or the actual cost during the year or even the business expansion in future. Invitation to EGM No.1/ JKN Global Media Public Company Limited

14 In addition, the Board of Directors of subsidiaries considered to appoint EY Office Ltd. (same auditor) as the auditor for year 2018 and approved the auditor s fee for financial statement year 2018, quarterly financial statements of four (4) companies in the amount of THB 730,000 which is THB 150,000 lower than year However, the aforementioned amount does not include Non-Audit Services Fee and may vary according to the number of subsidiaries or the actual cost during the year. The subsidiaries have not received service from other than EY Office Ltd. Resolution: The Meeting approved the appointment of the auditors and the auditor s fee for the year 2018 in all respects with a majority vote of the shareholders present at the Meeting and casting their votes as follows: The shareholders attending this agenda was totally 451,132,069 votes Voting 451,131,069 votes Approved 451,131,069 votes equivalent to Disapproved 0 votes equivalent to Abstained 1,000 votes equivalent to - Agenda Item 9 Resolution: To consider and approve the issuance and the offering of warrants representing the right to purchase the newly issued ordinary shares (JKN-W1( to the existing shareholders of the Company proportionate to their respective shareholdings (Right Offering) Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that, the Company s fund-raising plan, it is offered for the issuance warrants of the Company No. 1 (JKN-W1) (the JKN-W1 Warrant ) in the amount of 108,000,000 units of JKN-W1 Warrant (the JKN-W1 Warrant ) to be allocated to the existing shareholders of the Company in proportion to their shareholding (Right Offering) at no cost, in the allocation ratio of 5 existing ordinary shares to one unit of JKN-W1 Warrant. Any fraction of the JKN-W1 Warrant from the calculation (if any) shall be rounded down. The exercise price to buy the ordinary shares under the JKN-W1 Warrant [being] at THB per share. In addition, the Board of Directors authorized the Chief Executive Officer or the Managing Directors or any person designated by the Chief Executive Officer or the Managing Directors to determine, amend and revise the conditions and other details in connection with the offering for sale of the JKN-W1 Warrants as deemed appropriate, including but not limited to, providing information and applying for permission for documentation and evidence with the relevant agencies, including the listing of the warrants and the ordinary shares issued from the exercise of the warrants as listed securities on the Market for Alternative Investment (MAI). The Meeting approved the issuance and the offering of warrants representing the right to purchase the newly issued ordinary shares (JKN-W1( to the existing shareholders of the Company proportionate to their respective shareholdings (Right Offering) in all respects with a majority vote of the shareholders present at the Meeting and casting their votes as follows: Invitation to EGM No.1/ JKN Global Media Public Company Limited

15 The shareholders attending this agenda was totally 451,132,069 votes Voting 451,131,069 votes Approved 450,539,769 votes equivalent to Disapproved 591,300 votes equivalent to Abstained 1,000 votes equivalent to - Agenda Item 10 To consider and approve the increase of the Company s registered capital and the amendment to Clause 4 of the Memorandum of Association to be in line with the increase of the Company s registered capital Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that, according to the issuance and the offering of warrants representing the right to purchase the newly issued ordinary shares (JKN-W1) to the existing shareholders (Right Offering), the Company therefore, will increase the registered capital in the amount of THB 54,000,000 from the existing registered capital of THB 270,000,000 to THB 324,000,000 by issuing 108,000,000 ordinary shares at par value THB 0.50 per share as well as the amendment to Clause 4 of the Memorandum of Association of the Company regarding the registered capital to be in line with the increase of the Company s registered capital as follows: From Clause 4 Registered capital Baht 270,000,000 (Two hundred Seventy Million Baht) Dividend into Shares 540,000,000 (Five hundred Forty Million Shares) Par value per share Baht 0.50 (Fifty Satang) Divided into Ordinary Shares Share 540,000,000 (Five hundred Forty Million Shares) Preferred shares Share - (- Share) To Clause 4 Registered capital Baht 324,000,000 (Three hundred Twenty-Four Million Baht) Dividend into Share 648,000,000 (Six hundred Forty-Eight Million Shares) Par value per share Baht 0.50 (Fifty Satang) Divided into Ordinary Shares Share 648,000,000 (Six hundred Forty-Eight Million Shares) Preferred shares Share - (- Share) Resolution: A resolution on this agenda item was approved by the votes of not less than three-fourths (3/4) of the total votes of the shareholders attending the meeting. The shareholders attending this agenda was totally 451,132,069 votes Invitation to EGM No.1/ JKN Global Media Public Company Limited

16 Voting 451,132,069 votes Approved 450,539,769 votes equivalent to Disapproved 591,300 votes equivalent to Abstained 1,000 votes equivalent to Voided Ballot 0 votes equivalent to Agenda Item 11 Resolution: Agenda Item 12 To consider and approve the allocation of the newly issued ordinary shares of the Company to accommodate the exercise of the warrants to purchase newly issued ordinary shares of the Company and the determination of names of shareholders who shall be entitled to receive the Warrants (Record Date) Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that according to the Company s fund-raising plan as the Company s revolving funds and to be in line with the increase of the Company s registered capital as detailed previous agenda, the Company therefore, allocate 108,000,000 newly issued ordinary shares with par value THB 0.50 per share to accommodate the exercise of the JKN-W1 Warrants issued and offered to the existing shareholders of the Company in proportion to their shareholdings. The Company set the date for determining the names of shareholders who shall be entitled to receive the JKN-W1 Warrants (Record Date) on 3 May 2018 In addition, the Board of Directors authorized the Chief Executive Officer or the Managing Directors or any person designated by the Chief Executive Officer or the Managing Directors to determine, amend and revise the conditions and other details in connection with the offering for sale of the JKN-W1 Warrants as deemed appropriate, including but not limited to, the listing of the warrants and the ordinary shares issued from the exercise of the warrants as listed securities on the Market for Alternative Investment (MAI). The Meeting approved the allocation of the newly issued ordinary shares in all respects with a majority vote of the shareholders present at the Meeting and casting their votes as follows: The shareholders attending this agenda was totally 451,169,169 votes Voting 451,168,169 votes Approved 450,576,869 votes equivalent to Disapproved 591,300 votes equivalent to Abstained 1,000 votes equivalent to - To consider and approve the amendment of the Article 35 of Company s Articles of Association Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that the Amendment of Article 35 of Company s Articles of Association by repealing the current provision and adopting the new provision to be in conformity with the Section 100 of the Public Limited Invitation to EGM No.1/ JKN Global Media Public Company Limited

17 Companies Act B.E (1992) as amended by the Order of the Head of the National Council for Peace and Order No. 21/2560 regarding the amendments of laws to facilitate the ease of doing business. The significant details of proposed amendment of Articles of Association are as follows: Proposing the Amendment to the Company s Article of The Present Company s Article of Association Association Article 35 Meetings other than those specified above shall be called extraordinary general meeting. The Board of Directors may summon an extraordinary general meeting whenever it deems it appropriate or when shareholders holding shares in aggregate not less than one-fifth of the total number of shares sold, or shareholders in a number of not less than twenty-five persons holding shares in aggregate not less than one-tenth of the total number of shares sold, may at any time collectively submit a letter requesting the Board of Directors to call an extraordinary general meeting, provided that they must clearly give the reasons for such request in the said letter. In this case, the Board of Directors shall call the shareholders meeting within one (1) month from the date of receipt of such letter from the shareholders. Article 35 Meetings other than those specified above shall be called extraordinary general meeting. One or more shareholders holding shares in aggregate of not less than ten (10) percent of the total number of shares sold, may at any time submit their names and request the Board of Directors in writing to call for an extraordinary general meeting, provided that the subjects and reasons for the request to call such meeting shall be clearly stated in the said written request. In such an event, the Board of Directors shall proceed to call a shareholders meeting to be held within fortyfive (45) date from the date of the receipt of such request from the said shareholders. In case the board of directors fails to call for the meeting within such period under paragraph two, the shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within forty-five (45) days as from the date of expiration of the period under paragraph two. In such case, the meeting is deemed to be shareholders meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of convening such meeting and the Company shall reasonably provide facilitation. In the case where, at the meeting called by Invitation to EGM No.1/ JKN Global Media Public Company Limited

18 The Present Company s Article of Association Proposing the Amendment to the Company s Article of Association the shareholders under paragraph three, the number of the shareholders presented does not constitute quorum as prescribed by Article 40, the shareholders under paragraph three shall jointly compensate the Company for the expenses incurred in arrangements for holding that meeting. Resolution: A resolution on this agenda item was approved by the votes of not less than three-fourths (3/4) of the total votes of the shareholders attending the meeting. The shareholders attending this agenda was totally 451,169,169 votes Voting 451,169,169 votes Approved 451,168,169 votes equivalent to Disapproved 0 votes equivalent to Abstained 1,000 votes equivalent to Voided Ballot 0 votes equivalent to Agenda Item 13 To consider and approve on expanding credit line of issuance and offering of the debenture[s] from the previous credit line of not exceeding THB 800 million to be new credit line of not exceeding THB 1,200 million, at any moment in time. Ms. Warisnalin Suphasanan, the Company Secretary informed the Meeting that according to the Board of Directors No. 2/2017 dated 15 June 2017 passed the resolution approving agenda item 2 ( approval on the issuance of the existing debenture ) by the expanding credit line of issuance and offering of the debenture[s] as well as to add the purpose of fund utilization from the issuance and offering of the debenture[s]. The expansion of credit line of issuance and offering of the debenture will be by concluded the approved previous credit line not exceed THB 500,000,000 to be the total new credit line by not exceeding THB 800,000,000. In the event that any repurchasing and redemption cause a decrease of outstanding principal, the Company is able to issue and offer additional debentures and/or issue and offer bonds in place of the existing debentures which have been redeemed within such credit line. At the date of this 2018 Annual General Meeting, the Company has issued and offered three (3) sets of debentures which have not been redeemed in the total amount of THB 610 Million and the Company is able to issue and offer additional debentures in amount of THB 190 Million. While there will be two (2) sets of debentures for which the maturity date will be due on July 2018, however, the remaining credit line is not adequate to issue the further bonds substituting the said existing debentures. In this regard, the Company deemed it is necessary to acquire the additional funds by expanding credit line in an amount of not exceeding THB 400 Million Invitation to EGM No.1/ JKN Global Media Public Company Limited

19 when taken together with the approving credit line, the total value of principle of the unredeemed debentures shall not exceed THB 1,200 Million. The credit line of the redeemed debentures or the Company has redeemed such debentures will count as the credit line which allows the Company to issue and offer debentures (Revolving). In addition, the authorized directors and Mr. Jakkaphong Jakrajutatip or Ms. Pimauma Jakrajutatip (either authorized director without affixed seal) and/or any person(s) appointed by the authorized directors or Mr. Jakkaphong Jakrajutatip or Ms. Pimauma Jakrajutatip appoint to be an authorized person to determine, amend and revise the conditions and other details in connection with the offering for sale of the debentures as deemed appropriate and to perform any action necessary and related for such issuance and offering of the debentures to be in compliance with requirements of the law, including but not limited to, registering the debentures with the Thai Bond Market Association or any other relevant secondary markets, disclosure information and submitting documents to the relevant authorities, including to perform any action necessary and related for the accomplishment of such issuance and offering of the debentures. (to authorize any person(s) as their attorney, representative or agent to perform any action as specified above) Resolution: A resolution on this agenda item was approved by the votes of not less than three-fourths (3/4) of the total votes of the shareholders attending the meeting. The shareholders attending this agenda was totally 451,169,169 votes Voting 451,169,169 votes Approved 451,168,169 votes equivalent to Disapproved 0 votes equivalent to Abstained 1,000 votes equivalent to Voided Ballot 0 votes equivalent to Agenda Item 14 Other matters (if any) The Company Secretary gave the Meeting an opportunity to raise additional questions. There were shareholders present who raised questions and offered suggestions as follows: 1. Ms.Waralee Wanichsathien, a shareholder, asked about the Company s direction or project plan in year 2018 Mr. Teeraphat Petporee, Deputy Chief Financial Officer replied that the Company has set the target of operating results for year 2018 emphasizing the growth by percent of Indian movie contents as well as exporting Thai and Filipino content to CLMT countries. 2. Mr.Kukiat Patcharanaruemol, a shareholder, asked whether there is any possibility of the Company to host a channel Mr.Jakkaphong Jakrajutatip, the Chief Executive Officer informed that the current investment in the form of being an intermediary creates various benefits to the Company Invitation to EGM No.1/ JKN Global Media Public Company Limited

20 such as saving cost, being fast and flexible, and the Company will maintain such investment form. 3. Mr.Karan Phrommai, a proxy holder and a shareholder, agreed with Mr. Jakkaphong Jakrajutatip s point of view 4. Mr.Seksan Setthakol, a shareholder, compared the operating results of the first quarter between year 2017 and 2018 and asked about the plan for selling content abroad. Mr. Teeraphat Petporee, Deputy Chief Financial Officer informed that the operating results of the first quarter are consistent with the target. In addition, the Company has sold content to foreign clients and such content has generated good feedback. Before the Meeting closed, there were shareholders and proxy holders present as follows: Shareholders in attendance 69 equivalent to 365,617,128 shares Proxy Holders 120 equivalent to 85,561,441 shares Total 189 equivalent to 451,178,569 shares equivalent to percent of the total and paid-up 451,178,569 shares of the Company As it is appeared that no shareholder wished to ask any further questions, the Chairman thanked the shareholders for their kind attention. The Meeting was concluded at 3.55 pm. Signed: (Admiral Apichart Pengsritong) Chairman of the Meeting Invitation to EGM No.1/ JKN Global Media Public Company Limited