บร ษ ท ไมเนอร อ นเตอร เนช นแนล จ าก ด (มหาชน) MINOR INTERNATIONAL PUBLIC COMPANY LIMITED

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1 February 28, Translation Subject : Invitation of the Annual General Meeting of Shareholders No. 21/2014 To : Shareholders of Minor International Public Company Limited Enclosures 1. A copy of the Minutes of the Annual General Meeting of Shareholders No. 20/2013 (Enclosure for Agenda 1) 2. A copy of the Annual Report 2013 (Enclosure for Agenda 2) 3. Credentials and background of nominated directors (Enclosure for Agenda 5) 4. Definition of Independent Director (Enclosure for Agenda 5) 5. Remuneration of Directors for the year 2014 (Enclosure for Agenda 6) 6. Credentials and background of Auditor (Enclosure for Agenda 7) 7. Proxy form and details of an independent director who can be a proxy 8. Articles of Association concerning the Shareholders Meeting 9. Guidelines for Registration, Proxy Appointment and documents required in order to attend the Shareholders Meeting 10. Map of the meeting place 11. Registration Form The Board of Directors Meeting of Minor International Public Company Limited No. 1/2014 has resolved to convene the Annual General Meeting of Shareholders No. 21/2014 on April 2, 2014 at 14:00 hrs, at Astor Ballroom, 14th Floor, The St. Regis Bangkok to consider the following agendas: Agenda 1 To consider and adopt the Minutes of the Annual General Meeting of Shareholders No. 20/2013 held on April 3, 2013 The Minutes of the Annual General Meeting of Shareholders No. 20/2013 held on April 3, 2013 are a true and correct record of the meeting. Copy of the Minutes of the Annual General Meeting of Shareholders No. 20/2013 is provided in the enclosure to this notice (Enclosure 1). the Meeting should adopt such Minutes of the Annual General Meeting of Shareholders as proposed. Agenda 2 To consider and acknowledge the annual report and the Board of Directors report on the Company s performance for the year 2013 The report on the Company s performance for the year 2013 is available in the Annual Report delivered to all shareholders along with this notice (Enclosure 2). the report contains information on the Company's performance and 1

2 significant changes that occurred in the financial year Therefore, the Meeting should acknowledge the Company s Annual Report and the Board of Directors report for the year 2013 as in the annual report sent to the shareholders. This agenda is for acknowledgement and does not require voting. Agenda 3 To consider and approve the financial statements for the year ended December 31, 2013 including the auditor s report The Financial Statements for the year ended 31 December 2013 in the Financial Statements Section of the Annual Report as reviewed by the Audit Committee and audited by the auditor are delivered to all shareholders along with this notice (Enclosure 2). the proposed Financial Statements have been audited by the Company's auditors which have expressed the opinion that the proposed Financial Statements contain information that is accurate in accordance with the generally accepted accounting principles. Therefore, the Meeting should approve the proposed Financial Statements. Agenda 4 To consider and approve the allocation of profit and dividend payment for the year 2013 performance The dividend payment policy is determined by the Board of Directors on a yearly basis. To determine the dividend payment policy for the year 2013 performance, the Board of Directors has taken into consideration the potential for growth of earnings, investment plans, future expansion in comparison with its financial flexibility and the reserve of fund to enhance shareholders' value in the long term. The Board of Directors deemed it appropriate to distribute the dividend payment for the past performance ended year 2013 from the Company s operating profit with the dividend payout at approximately 33.50% of the consolidated net profit. In 2013, the consolidated net profit of the Company was 4,101 Million Baht. The Board of Directors therefore proposed to allocate the net profit for statutory reserve and dividend payment as follows: 1. There is no need to allocate any additional reserve because legal reserve amounting to Million Baht which is equal to 10% of registered capital of the Company has already been allocated in compliance with the requirements of the law and the Articles of Association of the Company. 2. Annual dividend payment 1) Pay cash dividend in the amount of 0.35 Baht per share for existing shareholders and shareholders who convert the convertible 2

3 securities to no more than 4,001,556,662 ordinary shares, thus totaling the cash dividend to be paid in the amount of not exceeding 1,401 Million Baht The Company will deduct withholding tax at the rate of 10% or Baht per share from cash that shareholders will receive, and will distribute to shareholders the net dividends in the form of cash in the amount of Baht per share. 2) The date for determining the rights of shareholders to receive dividend payments will be on April 18, The name list of shareholders will be determined on April 21, 2014 when the share register book of the Company will be closed pursuant to Section 225 of the Securities and Exchange Act B.E The dividend payment date is set to be on April 30, The comparison of the amounts of dividend payment for previous years and this year is provided below: Dividend Payment Dividend Payment Dividend Payment Details of Dividend Payment Paid Date: April 2014 Paid Date: April 2013 Paid Date: April 2012 For performance of the year Net Profit (Million Baht) 4,101 3,243* 2, Number of ordinary shares (Million shares) 3. Cash dividend payment per ordinary share (Baht per share) 4. Stock dividend payment per share (Baht per share) 4,002 4,001 3, Total dividend payment (Million Baht) 1,401 1, Dividend payout ratio** (%) Note: * Restated ** Dividend payout ratio is calculated from dividend per share divided by earnings per share Board of Directors opinion: The Board of Directors considered the matter and was of the opinion that the Meeting should approve the allocation of profit for statutory reserve and approve the payment of dividend as proposed. Agenda 5 To consider and elect the directors to succeed the directors completing their term for the year 2014 According to article 14 of the Company s Articles of Association, one-third of the Company s directors (or the number nearest to one-third) who serve as director for the longest term shall retire from office. For this year, there are 3 directors to retire from their office, namely: 3

4 1) Khunying Jada Wattanasiritham Independent Director and Audit Committee 2) Mr. Emmanuel Jude Dillipraj Rajakarier Director 3) Mr. John Scott Heinecke Director The Company had provided the shareholders with an opportunity to nominate individuals they consider appropriate to be selected as directors of the Company, including items for the AGM agenda. However, it appeared that on the expiration of the time specified, neither candidates for directorship nor the agenda have been proposed to the Company. Board of Directors opinion The Board of Directors, with the recommendation of the Nominating and Corporate Governance Committee and taking into consideration qualifications, experience and expertise of the retiring directors and the best interest of the Company, was of the opinion that these 3 retiring directors: 1) Khunying Jada Wattanasiritham 2) Mr. Emmanuel Jude Dillipraj Rajakarier and 3) Mr. John Scott Heinecke should be re-elected for another term and that Khunying Jada Wattanasiritham should also be reelected as Audit Committee of the Company for another term. (Details of credentials and background of each nominated person are in Enclosure 3) Details of directors and their positions proposed for a re-election for another term are as follows: No. Persons proposed for Positions re-election 1. Khunying Jada Wattanasiritham Independent Director and Audit Committee 2. Mr. Emmanuel Jude Dillipraj Director Rajakarier 3. Mr. John Scott Heinecke Director The resolution to re-elect and appoint each director must be passed by a majority of votes of the shareholders who attend the meeting and vote pursuant to criteria and procedures described in the Company s Articles of Association as follows: (1) The election of directors may be done person by person or by way of several persons at the same time. (2) The election of directors shall be adopted by a majority vote and each shareholder shall have one vote for one share. (3) Persons receiving the highest votes in descending order shall be elected directors equal to the permissible number of directors to be elected at that time. Where those persons who are elected, in descending order, receive equal votes which are more than the permissible number of directors to be elected at that time, the chairman of the general meeting shall cast a deciding vote. Agenda 6 To consider and fix the directors remuneration for the year 2014 The Board of Directors, with the recommendation of the Nominating and Corporate Governance Committee, considered and determined guidelines for fixing directors remuneration by taking into consideration the industry 4

5 practice, duties and responsibilities of directors and the performance of the Company. Board of Directors opinion The Board of Directors, with the recommendation of the Nominating and Corporate Governance Committee, considered and deemed that the previous remuneration policy remains appropriate in the current economy, taking into consideration the Company s performance, business size, directors accountability and net profit. Therefore, it is appropriate to propose that the Meeting approve directors remuneration for the year 2014 at the same rate as in the year 2013, the details of which are proposed in Enclosure 5. This resolution must be passed by a vote of no less than two-thirds of the total number of votes of shareholders who attend the meeting. Agenda 7 To consider and appoint the auditors for the year 2014 and fix the auditing fee The Meeting should consider and appoint an auditor and fix the auditing fee for the year 2014 to comply with section 120 of the Public Company Limited Act and article 32 (5) of the Articles of Association of the Company. the Meeting should approve that; Mr. Kajornkiet Aroonpirodkul Certified Public Accountant (Thailand) No and/or Mr. Chanchai Chaiprasit Certified Public Accountant (Thailand) No and/or Mr. Pisit Thangtanagul Certified Public Accountant (Thailand) No of PricewaterhouseCoopers ABAS Limited be appointed as the Company s and its subsidiaries auditors for the year 2014 and any one of these recommended auditors be authorized to conduct the audit and express opinion about the financial statements of the Company for the year In case where the appointed auditor(s) is incapable of performing the duties, PricewaterhouseCoopers ABAS Limited shall procure another Certified Public Accountant from PricewaterhouseCoopers ABAS Limited to perform the duties. (Mr. Kajornkiet Aroonpirodkul, Certified Public Accountant (Thailand) No has conducted the audit and expressed his opinion about the financial statements of the Company for the year 2013, the first year.) The Meeting should approve to fix the audit fees for the year 2014 for the Company of not more than 1,890,000 Baht, which is equal to the audit fees of the year Unit: Baht Audit fee 1,890,000 1,890,000 1,755,000 The auditors of the Company are the same persons with the auditors of the subsidiaries of the Company for the year There are no relationships or conflicts of interest among the independent auditor, the Company and its subsidiaries, the executive, the major shareholders, or other related 5

6 persons of these parties. In 2013, there were no remunerations paid to auditors other than the audit fees. Credentials and background of auditors are in Enclosure 6. Agenda 8 To consider and approve the reduction of the registered capital from 4,018,326,091 Baht to 4,005,534,127 Baht, divided into 4,005,534,127 shares, each at the par value of 1 Baht by cancelling 12,791,964 authorised but unissued shares each at the par value of 1 Baht, and to consider and approve the amendment of the Clause 4 of the Memorandum of Association pursuant to the reduction of the registered capital The Company had issued warrant to existing shareholder MINT-W4 and issued ESOP warrants to directors and employees of the Company and its subsidiaries No. 5 (ESOP 5). After maturity period, the information of each warrant is as follows: MINT-W4 MINT ESOP 5 Last exercise date May 17, 2013 October 21, 2013 Unexercised warrants (units) 828,832 11,007,650 Reserved shares remaining (shares) 4,021,964 8,770,000 Therefore, the total 12,791,964 reserved shares which include (1) 4,021,964 shares remaining from MINT-W4 and (2) 8,770,000 shares remaining from MINT ESOP 5, shall be cancelled according to Section 140 of the Public Limited Company Act. Following the share reduction above, the Company will have to amend clause 4 of the Company s Memorandum of Association to reflect the actual registered capital of the Company as follows: Clause 4 The registered capital 4,005,534,127 Baht (Four Billion, Five Million, Five Hundred Thirty Four Thousand, One Hundred and Twenty Seven Baht), divided into 4,005,534,127 shares (Four Billion, Five Million, Five Hundred Thirty Four Thousand, One Hundred and Twenty Seven shares), with a par value of 1 Baht (One Baht only) each, Consisting of Ordinary shares 4,005,534,127 shares (Four Billion, Five Million, Five Hundred Thirty Four Thousand, One Hundred and Twenty Seven shares), Preference shares - shares (- shares) 6

7 the Meeting should approve the reduction of the registered capital of the Company from 4,018,326,091 Baht to 4,005,534,127 Baht divided into 4,005,534,127 shares, each at the par value of 1 Baht through reduction of share capital of 12,791,964 Baht, divided into 12,791,964 shares each at the par value of 1 Baht. And the Meeting should approve the amendment to clause 4 of the Company s Memorandum of Association to reflect the reduction in the registered capital, as proposed. This resolution must be passed by a vote of not less than three-fourths of the total votes of the shareholders who attend the meeting and are entitled to vote. The Company has fixed the Record Date on March 6, 2014 to determine shareholders who are entitled to attend and vote at the Annual General Meeting of the Company No. 21/2014. The shareholders register book will be closed on March 7, 2014 in order to collect name of shareholders pursuant to section 225 of the Securities and Exchange Act. Please attend the meeting at the date, time and place mentioned above. If you wish to appoint a person to attend and vote at the meeting on your behalf, please submit the proxy form to the Chairman and/or an authorized person of the Company before attending the meeting. All proxy forms must be affixed with stamp duties of 20 Baht and presented to the Chairman or an authorized person of the Company before attending the meeting. The independent director who is proposed to be granted proxy is Mr. Kenneth Lee White Details appear in Enclosure 7. Shareholders and proxies must show proof of identity as specified in Enclosure 9 in order to attend the meeting. Yours sincerely, -Signed - Mr. William Ellwood Heinecke Chairman and Chief Executive Officer 7