INVITATION LETTER TO THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGM) SIAM GLOBAL HOUSE PUBLIC COMPANY LIMITED

Transcription

1 INVITATION LETTER TO THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGM) SIAM GLOBAL HOUSE PUBLIC COMPANY LIMITED Wednesday, 22 April 2015, 2.00 p.m. at Chaophya Ball Room 2 nd floor, The Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok

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3 1 March 2015 Subject : Invitation letter to the 2015 Annual General meeting of shareholders (AGM) To : Shareholders of Siam Global House Public Company Limited Attachments : 1. A copy of the Minutes of the Annual General Meeting of Shareholders for the year Annual Report Report of the increasing in stock capital of company (Form F 53-4) 4. Profile of the nominated candidates to be elected as new directors 5. The Company s Articles of Association Concerning the Shareholders Meeting 6. Condition and procedure for registration and proxy granting 7. Information of independent directors for considering granting as proxy of shareholders 8. Proxy form A, form B and form C 9. Map of the venue of the meeting The Board of Directors meeting of Siam Global House Public Company Limited (the Company ) has resolved to determine the date of the Annual General Meeting of Shareholders for the year 2015 which will be held on Wednesday, 22 April 2015, 2.00 p.m. at Chaophya Ball Room 2 nd floor, The Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok to consider matters under the following agenda items: Note : The Company invites shareholders to propose meeting agenda in advance to be submit the shareholder s proposal as an agenda in the meeting from November 12, 2014 to January 31,2015, but none proposed. Agenda Item 1 To Certify the Minutes of the Annual General Meeting of Shareholders for the year 2014 Detail : The Company arranged the Annual General Meeting of Shareholders for the year 2014 on April 9, 2014 at Grand Rachada Room, 5 th Floor Tharnthip Building, The Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok. The Copy of minutes of the meeting was disclosed on this letter as required by laws. (Please see Attachment No.1 for details.) Board of Directors Opinion : After due consideration, the Board found it appropriate to propose to the AGM to certify the minutes of the Annual General Meeting of Shareholders for the year

4 Agenda Item 2 To Acknowledge the Company s Operating Results Report of the year 2014 Detail : The performance report of Siam Global House PCL., in 2014 as seen in annual report is disclosed in this letter. (Please see Attachment No.2 for details.) The statements of financial position and income statements 2014 Unit : Million Baht Total Assets 21, Total Liabilities 7, Total Equity 14, Sales Revenue 16, Net Profit for the year* Earnings per Share (Baht / Share) Board of Directors Opinion : After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the 2014 operating results. Agenda Item 3 To Certify and Approve the Audited Financial Statements for the Year Ended December 31, Detail : The audited financial statements for the year ended December 31, 2014 is audited and certified by the Auditor and reviewed by the Audit Committee and the board of directors that it is accurate. The Audited Financial Statements in 2014 is disclosed in this letter. (Please see Attachment No.2 for details.) Board of Directors Opinion : After due consideration, the Board found it appropriate to propose to the AGM to approve the audited financial statements for the year ended December 31, 2014 which is certified by the Auditor. Agenda Item 4 To consider and approve regarding the allocation of net profit for the year 2014 as legal reserve and the dividend payment Detail : The Company have to manage the net profit as retained earnings which not less than 5 percentages of net profit will reach 10 percentages of registered capital by laws. So, the board of directors considered to give Baht million or percentages of net profit in The policy of Company will pay the dividend payment from the Company s 2014 operating results to shareholder unless 30 percentages of net profit. (If the operating results during a year have no problem.) As in the Stock Exchange of Thailand, The liquidity of Company s stocks is slightly frustrated. Company will be paid the dividend payment to shareholders as follow details; 4

5 1. Paying in common stock dividend in amount is not exceeding 435,535,731 shares at the par value Baht 1 per share to the Company s shareholders at the rate of 7 (Seven) existing shares per 1 (One) stock dividend totaling not exceeding 435,535, Baht, or shall be converted for dividend payment at Baht (12 decimal) per share. In case that any shareholder holds the indivisible share remaining after such allocation, the dividend shall be paid by cash instead of stock dividend at the rate of Baht (12 decimal) per share 2. Paying in cash dividend at the rate of Baht (12 decimal) per share, or not exceeding in total of Baht 48,392, The total of the stock dividend and the cash dividend payment in a whole year shall be equivalent to the rate of Baht (12 decimal) per share which can be calculated as in the total amount of approximately Baht 483,928, or percentages of net profit in 2014 (after paid off by legal reserves). All dividends shall be deducted for the withholding tax at the rate stipulated by law. By specifying the list of shareholders who are entitled to receive the all dividend on Monday 23 March 2015, and collecting the name of shareholders, according to section 225 of the Securities and Stock Exchange Act B.E.2535, by way of closing the registration book to suspend the transfer of share on Tuesday 24 March 2015, and fixing the date of dividend payment on Friday 8 May However, the granting of such rights of the Company is not yet definite, because an approval by the Annual General Meeting of Shareholders is still required. Details of dividend payment for the year Year Earnings per share (Baht / Share) Dividend per share (Baht / Share) Proportion of dividends payment of net profit (%) Note : The net margin above is basic earnings per share which based on the financial statements of each year, that did not adjust the number of shares of previous years due to increasing of capital for stocks dividend payment. Board of Directors Opinion : After due consideration, the Board found it appropriate to allocate the reserved net profit by laws and to propose to the AGM to approve the dividend payment by share and cash. 5

6 Agenda Item 5 To approve the reduction of the Company s registered capital by cancelling unissued registered shares remaining from the stock dividend allocation according to the resolution of the Annual General Meeting of shareholders for the year 2014 in total of 3,424 shares with the par value of Baht 1, and to amend Clause 4 of the Company s Memorandum of Association to be in line with the decrease of the registered capital. Detail : The Meeting is proposed to consider and approve the reduction of the Company s registered capital from Baht 3,048,753, to Baht 3,048,750, by cancelling 3,424 unissued registered ordinary shares with the par value of Bath 1 each, totaling Baht 3, That is registered ordinary shares to support dividend payment according to the resolution of the Annual General Meeting of shareholders for the year 2014 held on 9 April 2014 which remained unissued in total 3,424 shares Board of Directors Opinion : The Annual General Meeting of Shareholders should approve the reduction of the Company s registered capital from Baht 3,048,753, to be Baht 3,048,750, by cancelling 3,424 unissued ordinary shares with the par value of Baht 1 each totaling Baht 3, and to amend Clause 4 of the Company s Memorandum of Association to be in line with the decrease of the registered capital as proposed above. Agenda Item 6 To approve the increasing of the Company s registered capital of 435,535,731 shares with the par value of Baht 1 each, to support the dividend payment and to amend Clause 4 of the Company s Memorandum of Association to be in line with the increase of the registered capital. Detail : To support the stock dividend payment total 435,535,731 shares Hereby to approve increase of the registered capital in the ordinary share totaling 435,535,731 shares with the par value of Baht 1 each and to amend Clause 4 of the Company s Memorandum of Association to be in line with the increase of the registered capital. Board of Directors Opinion : The Annual General Meeting of Shareholders should approve the increase the registered capital from Baht 3,048,750, to be Baht 3,484,285, by issuing 435,535,731 new shares with the par value of Baht 1 each and to amend Clause 4 of the Company s Memorandum of Association to be in line with the increase of the registered capital. Agenda Item 7 To approve the allocation of additional ordinary shares 435,535,731 shares to support the stock dividend payment. Detail : The Company also enclosed The Capital Increase Report Form (F 53-4) in this document. (Please see Attachment No.3 for details.) Board of Directors Opinion : The Annual General Meeting of Shareholders should approve the allocation of additional ordinary share 435,535,731 shares to support the stock dividend payment as proposed. 6

7 Agenda Item 8 To consider and approve the appointment of auditors and to determine auditor fee for the year Detail : The company recommends to approve the appointment of the auditor namely Mr.Pisit Chewaruangroch, Certified Public Accountant (Thailand) No or Mr. Methee Ratanasrimetha, Certified Public Accountant (Thailand) No of M&R ASSOCIATES CO.,LTD be the Company s Auditors of the year Due to a high standard of work, specializes in auditing. In addition, when comparing amount of work and audit fees with other companies that were reasonable rate. And to approve the audit s fee for the year 2015 amount of Baht 2.30 million (exclude other expense). The auditors have been proposed above that no relationship and /or no conflict of interest in the company,directors, major shareholders. Audit Fee (Excluded others expenses) 2015 (Proposed) Annual audit fee and quarterly review fee (Baht) 2,300, ,000, ,000, Board of Directors Opinion : The Annual General Meeting of Shareholders should approve the appointment of auditors, and determine the audit fee for the year 2015 which The Board of Director recommends. Agenda Item 9 To re-appoint directors replacing those who would retire by rotation for another term. Detail : According to the Public Limited Companies Act B.E 2535 and Article 19 of Company s Articles of Associations, one-third of the total number of the directors shall retire at each annual general meeting of shareholders. If the number of directors to retire from office is not a multiple of three, then the number nearest to one-third shall be applied. The longest directors in the Board will automatically be tired but may also be reelected. This year, the Company invites shareholders to propose meeting agenda in advance to be submit the shareholder s proposal as an agenda in the meeting from November 12, 2014 to January 31, 2015, but none proposed. Those longest directors to be retired in this year are as follows : Mr. Apisit Rujikeatkamjorn Position Chairman / Independent Director Mr.Kajondech Saengsuphan Position Director Mr.Nithi Phatrachok Position Director / Management Director The Nomination and Remuneration Committee in the meeting are considering the appropriate candidates qualifications and appropriateness as required by the Public Company Limited Act B.E. 2535, and. The committee also brought into consideration their knowledge, capabilities and experience that will be useful to the Company s business; and therefore proposed the list of qualified candidates to the Board of Directors to re-appoint of the three directors should be re-appoint for another term. In light of this, the profiles of three directors are enclosed in (Please see Attachment No.4 for details.). 7

8 Board of Directors Opinion : Deemed it appropriate to request the Annual General Meeting of Shareholders consideration on the re-appoint of the four directors namely Mr.Apisit Rujikeatkamjorn, Mr.Kajondech Saengsuphan and Mr.Nithi Phatrachok to be directors for another term because they have high caliber and experience in various fields that can benefit the company s business operation. Agenda Item 10 To consider and approve the director s remuneration for the year 2015 Detail : According to Clause 24 of the Company s Articles of Association specifies that the Directors are entitled to receive the remuneration from the Company by consideration of the Shareholders Meeting. The remuneration may be specified in the certain amount of money or criterions for consideration from time to time,or in effective all time until such has been changed. In addition, the directors will be entitled to receive allowance and welfares according to the Company s rules. The contents in the first paragraph will not be affected to the right of staff or employee of the Company who is elected to be the director to receive the remuneration and benefits as the staff or employee of the Company. The Company s remuneration process through the consideration of the Nomination and Remuneration Committee before submit to the Board of Directors for approval to propose to the shareholders meeting. The Nomination and Remuneration Committee has considered the appropriate with obligations by compare with the same business The Nomination and Remuneration Committee commented that the remuneration of directors for the year 2015 not exceeding 10,000,000 Baht, which increased from the previous year 4,000,000 Baht. Due to the Company have been listed since 2009, the Board of directors set limit of directors remuneration fixed at 6,000,000 Baht and also does not have bonus payment to the directors. Therefore, in return to the directors that participated in the administration and development of the Company had good performance all the time. Including the branch increased every year from 8 stores in 2009 to 32 stores in The directors remuneration consists of the monthly remuneration only directors who is not employees of the Company, remuneration per meeting attendance (include group of sub-committee) and bonus at the rate of 0.5% of dividend paid to shareholders which the Chairman will consider and appropriately allocate to each director accordingly. The Comparison detail of the remuneration for the Company s Directors from last year Year Approval Actual ,000, ,935, ,000, ,892, ,000, ,160, Board of Directors Opinion : The Board of Directors considered and approved the proposal of the Nomination and Remuneration Committee, to approve the directors remuneration for the year 2015 not exceed 10,000, Baht as proposed.the details of remuneration as follows : 8

9 Details of Remuneration Chairman Director 1. Monthly remuneration 50,000 Baht/ Person/ Month 25,000 Baht/ Person/ Month 2. Attendance fee of the Board of director 3. Attendance fee of Sub - committee 4. Bonus 35,000 Baht/Person/Time 30,000 Baht/Person/Time 25,000 Baht/Person/Time 20,000 Baht/Person/Time 0.5% of dividend paid to shareholders which the Chairman will consider and appropriately allocate to each director accordingly. 5. Other Benefit -None- Agenda Item 11 To consider and approve the increase of another Baht 3,000 million to the ceiling of the issuance and offering of debenture, totaling Baht 8,000 million. Detail : According to the resolution of the Extraordinary General Meeting of Shareholders No.1/2013 held on September 20, 2013 approved to issue and offer of debenture at amount not exceeding Baht 5,000 million and to empower the Board of Directors to authorize the issuance and offering of debenture in each time not exceed the above ceiling. Currently, the Company has expanded investment continuously and the issuance of debenture is a raising fund to support business expansion and enhancing financial liquidity. The Board of Directors deems it appropriate to propose for approval of the issuance and offering of the additional Baht 3,000 million ceiling of the debenture, totaling Baht 8,000 million, with the authorization of the Board of Directors or the authorized Directors to consider issuing and offering conditions for sale of the debenture whereby the debenture issued under Baht 8,000 million ceiling shall contain key features as follows : Type : Currency : Amount : Offering : Interest : Others : Non-convertible debenture, and debenture without warrants, whichever suit prevailing market conditions. Baht or any foreign currency Not exceeding Baht 8,000 million or equivalent. Debenture could be newly or additionally issued, and/or replaced the redeemed debenture provided that the total debentures issued shall not exceed the above ceiling at any time. Public offering and/or private placement and/or to institutional investors according to any related announcements in one whole lot, or in many placements Subject to prevailing market conditions at the time of issue and offer for sale The authorization of the Board of Directors or the authorized Directors shall have the right to design features of the debenture, including but not limited to type, tenor, currency, interest rate, terms and conditions according to related law and regulation as deemed appropriate, subject to prevailing market conditions at the time of issue and offer for sale. 9

10 Board of Directors Opinion : The Board of Directors recommends the Meeting to approve the additional Baht 3,000 million ceiling of debenture, totaling Baht 8,000 million, with the features presented above. This agenda shall be approved by the Annual General Meeting of Shareholders by no less than threefourths of total votes of shareholders attending the meeting and having voting rights. Agenda Item 12 Others (if any) The Board of Directors meeting of Siam Global House Public Company Limited (the Company ) has resolved to determine the date of the Annual General Meeting of Shareholders for the year 2015 which will be held on Wednesday, 22 April 2015, 2.00 p.m. at Chaophya Ball Room, 2 nd Floor, The Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng, Bangkok. By specifying the list of shareholders who are entitled to attend at the Meeting shall be recorded on Monday 23 March 2015, and collecting the name of shareholders, according to section 225 of the Securities and Stock Exchange Act B.E.2535, by way of closing the registration book to suspend the transfer of share on Tuesday 24 March We hereby invite all shareholders of the Company to attend the Annual General Meeting of Shareholders on the date, and at the time and place mentioned above. The meeting will proceed according to the company s Articles of Association, Appointment of Proxy, Counting and Announcement on the Meeting which could be seen in the Attachment below. Yours sincerely, Mr. Apisit Rujikeatkamjorn Chairman Siam Global House Public Company Limited Notice : The company have prepared the Annual Report 2014 in CD. However, the shareholders who wish to receive the Annual Report 2014 in printed form may notify us by send your request, your name and address to Siam Global House Public Company Limited. 232 Moo 19, Tumbon Rob Muang, Amphur Muang Roi-Et, Roi-Et For more information and suggestion please contact the company s secretary Tel ext: 784, ext : 784 or The Company will list the name who want the Annual Report within April 30,2015 and delivered the documents within May 31,

11 Date, Time and Place : (Translation) Siam Global House Public Company Limited Minutes of the Annual General Meeting of Shareholders Attachment No.1 The meeting was held on Wednesday, 9 April 2014, hours at Grand Rachada Room, 5th Floor, Thanthip Building, The Chaophya Park Hotel, 247 Rachadapisek Road, Dindaeng Sub-District, Dindaeng District, Bangkok. Directors attend the Meeting. 1 Mr. Apisit Rujikeatkamjorn Chairman 2 Assoc. Prof. Phornsiri Thivavarnvongs Director / Chairman of Audit Committee 3 Mr. Pornsak Sakpunpanom Director / Audit Committee 4 Mr. Surasak Chuntori Director / Audit Committee 5 Mr. Witoon Suriyawanakul Director/ Chief Executive Officer 6 Mr. Anawat Suriyawanakul Director 7 Mrs.Warunee Suriyawanakul Director 8 Mr.Kajondech Saengsuphan Director 9 Mr.Nithi Phatrachok Director Independent Auditor from M&R Associates Co.,Ltd 1 Mr. Pisit Chewaruangroch 2 Mr.Mathee Rattanasrimatha The Company invite the shareholders to propose meeting agenda for the Annual General Meeting of Shareholders 2014 in advance via the website of the Stock Exchange of Thailand and the Company s website from 26 November 2013 to 31 January But does not have anyone propose the agenda items. The number of shareholders attend the Meeting. Mr. Apisit Rujikeatkamjorn Chairman of the meeting that assigned Mr. Wutthimeth Pakdiwutthi as the spokesman, welcomed the shareholders for their attendance to the meeting and informed that there were 139 shareholders present in person and 577 shareholders were presented by proxies, resulting in total of 716 persons attending the meeting which represented 2,167,451,698 shares in total, equivalent to per cent of the total issued and paid-up shares with voting right of the Company, and thereby constituted a quorum as stated under Article 37 in the Company s Articles of Association as there were at least twenty five (25) shareholders or at least one-half of total number of shareholders attending the meeting, holding voting shares of no less than one-third of total issued shares of the Company.

12 The Meeting Proceed Mr. Wutthimeth Pakdiwutthi as the spokesman of the meeting informed the meeting that the meeting will be proceeded in order of the agenda, totaling 13 items. Any shareholder may raise a question by showing his hand and giving his name and question to be put to the meeting. Regarding the procedures for voting, counting of votes and result of the votes to be cast for each agenda item, the spokesman informed the meeting as follows : 1. The voting shall be made on a basis of one share per one vote. The Company had prepared voting cards of each agenda item for the shareholders. A total of 15 voting cards for 13 agenda items shall be distributed to each shareholder. It was noted that agenda item 2 regarding the acknowledgement of the company s operating result report of the year 2013, was for acknowledgement only and no voting was required for the agenda item. 2. After the presentation of each agenda item had completed, the meeting would be asked to vote, whereby for sake of convenience and promptness, shareholders who wish to abstain from voting or vote against the item will be asked to show hands so that the staff would pick up their voting cards. Any shareholder not showing their hand shall be considered to vote in favor of the item. Votes shall be counted by barcode scanning. After the votes had been processed, the result shall be announced comprising a number of votes approved, disapproved and abstained 3. In each agenda item, the shareholders may ask questions or make comments by raising their hand. After being permitted by the chairman of the meeting, the shareholder shall give his name to the meeting before making queries or comments directly related to the relevant agenda item. Any queries or comments not related to the agenda items should be made at the end of all agenda items. 4. Any queries or comments made should be concise and direct to the point to ensure the meeting proceed smoothly and promptly. In this regard, the Company reserves the right to proceed as it deems appropriate. The spokesman invited a representative of minor shareholders to inspect the vote counting, whereby Mr. Anusorn Likitamnuaychai kindly represented minor shareholders. Then invited Mr. Apisit Rujikeatkamjorn, the Chairman of the Company, to be the chairman of the meeting ( Chairman ). Then the meeting proceeded according to the agenda as set out in the invitation letters to the shareholders as follows Agenda 1 : To certify the minute of the Extraordinary General Meeting of Shareholders No. 1 / 2013 was held on September 20, 2013 The Chairman informed the meeting that the Company had prepared minutes of the Extraordinary General Meeting of Shareholders No.1/2013 and already sent copies thereof to the shareholders, a copy of which had been enclosed as Enclosure No. 1 to the invitation letter for the Annual General Meeting of Shareholders The Board of Directors of the Company had reviewed the minutes and viewed that it is appropriate to propose the Minutes of the Extraordinary General Meeting of Shareholders No.1/2013 to the meeting for adoption. 12

13 The Chairman asked if the meeting has any comments or questions regarding the minutes. As no questions or comments on the said minutes being raised, the Chairman asked the meeting to cast votes on this agenda item : Resolution : The meeting certified minutes of the Extraordinary General Meeting of Shareholders No. 1 / 2013 was held on September 20, 2013 by the following votes : Approve : 2,178,056,086 Votes Equal to 99.91% Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09% Agenda 2 : To acknowledge the Company s operating result report of the year The Chairman assigned Ms.Chutikan Srisaengchan, Vice-CEO in Accounting and Financial informed the meeting to acknowledge the Company s operating of last year. In the end of year 2013 there were 27 stores and opened in 2013 by 7 stores such as Phare, Lampang, Nan, Sukhothai, Ban-Phai (Khon Kaen), Kampangphet and Ubonratchatani with the total sales areas of 661,809 square meters. In the year 2103, the Company has net sales Baht 14, million which increased by Baht 3, million or % if compared with last year, other income is Baht million which increased from last year by Baht million or %. It is mainly driven by the in-store promotion with vendors that totaling of revenue is Baht 14, million increased 32.88%. Gross profit of the year 2013 is Baht 2, million increase by Baht million or %, if compare with net sale,the gross margin is 15.30% increase from last year about 0.30%. Selling and administrative expenses (SG&A) for the year 2013 is Baht 1, million which increased from last year by Baht million or 44.83%, equivalent 9.70 % of sales amount of year 2013, that ratio is increased if compared to the year 2012 is 8.90 %.The result from the increasing of number of stores and employees. However, some stores did not operate or just operate recently. While the Company required to recruit the employees. The net profit is Baht million that increase by Baht million or 40.96%,total asset in the end of year 2013 is Baht 16, million increase by Baht 4, million or 33.57%. Resolution : The meeting acknowledged the Company s operating result report of the year Agenda3 : To certify and approve the audited financial statements for the year ended 31 December The Chairman assigned Ms.Chutikan Srisaengchan, Vice-CEO in Accounting and Financial informed the meeting to consider and approve Balance sheet, Profit and Loss Statement, Cash Flow Statement and Audit s report for one year period ended 31 December 2013 and the details are shown in the Annual report 2013,which have been audited by Certified Public Accountant, Audit Committee and the Board of Directors respectively, which could be summarized as follows : 13

14 Transactions Financial Statement Total Assets(Million Baht) 16, , Total Liabilities(Million Baht) 5, , Total Shareholders Equity(Million Baht) 10, , Total Revenues (Million Baht) 14, , Net Profit for the year (Million Baht) Earnings per Shares (Baht / Share) The Chairman asked if the meeting has any comments or questions regarding this agenda. The shareholders made comments and questions on the matter as follows : Ms. Vipha Suvanich (attorney from Thai Investors Association): Enquired as follows 1. What are the reasons for the selling and administrative expenses of year 2013 increasing 45% from the year Mr.Witoon Suriyawanakul, Chief Executive Officer : For selling and administrative expenses to increase in 2013 is mainly due to the government policy of raising the minimum wage to 300 Baht by paying all throughout the country. That the Company must pay the minimum wage to new employees. Along with the adjustment of salaries to the employees is in line with the minimum. The chairman proposed the meeting consider this resolution : Resolution : The meeting approved the audited financial statements for the year ended 31 December 2013 by the following votes : Approve : 2,194,879,482 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 4 : To consider and approve regarding the allocation of net profit for the year 2013 to the legal reserve and the dividend payment. Ms.Chutikan Srisaengchan, Vice-CEO in Accounting and Financial informed the meeting that the Company have to manage the net profit as retained earnings which unless 5 percentages of net profit or 10 percentages of Authorized Capital by laws. So, the board of directors considered to give Baht million and/or 5.01 percentages of net profit in The policy of Company will pay the dividend payment from the Company s 2013 operating results to shareholder unless 30 percentages of net profit. (If the operating 14

15 results during a year have no problem.) Which have already been announced in the Prospectus offering ordinary shares to the general public since August, For this year the Company has paid the dividend payment to shareholders as follow details ; 1. Paying in common stock dividend in amount is not exceeding 435,536,220 shares at the par value Baht 1 per share to the Company s shareholders at the rate of 6 (Six) existing shares per 1 (One) stock dividend totaling not exceeding 435,536, Baht, or shall be converted for dividend payment at Baht per share. In case that any shareholder holds the indivisible share remaining after such allocation, the dividend shall be paid by cash instead of stock dividend at the rate of Baht per share. 2. Paying in cash dividend at the rate of Baht per share, or not exceeding in total of Baht 48,392, The total of the stock dividend and the cash dividend payment in a whole year shall be equivalent to the rate of Baht per share which can be calculated as in the total amount of approximately Baht 483,929, or equal to % of net profit for the year 2013 after deduct the legal reserve. All dividends shall be deducted for the withholding tax at the rate stipulated by law. By specifying the list of shareholders who are entitled to receive the all dividend on Monday 17 March 2014, and collecting the name of shareholders, according to section 225 of the Securities and Stock Exchange Act, by way of closing the registration book to suspend the transfer of share on Tuesday 18 March 2014, and fixing the date of dividend payment on Tuesday 29 April The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution: Resolution : The meeting approved the allocation of 2013 profit to the legal reserve and the dividend payment by the following votes : Approve : 2,194,993,082 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 5 To consider and approve the reduction of the Company s registered capital by cancelling unissued registered shares. The chairman informed the meeting to consider and approve the reduction of the Company s registered capital from Baht 2,613,333, to Baht 2,613,217, by cancelling 115,923 unissued registered ordinary shares with the par value of Bath 1 each, totaling Baht 115, which comprise : (1) 1,174 ordinary shares which remained unissued for the stock dividend payment according to the resolutions of the Company s Annual General Meeting of Shareholders for the year 2013 ; and (2) 114,749 ordinary shares registered for reservation of the exercise of rights under the share warrants for the GLOBAL-W program No.2,No.3 and No.4 but remained unissued due to the less number of 15

16 shares required to be issued for reservation of the exercise of rights under the warrants actually issued and allotted to existing shareholders. The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution : Resolution : The meeting approved the reduction of the Company s registered capital by the following votes : Approve : 2,195,533,132 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 6 To approve allow the company to update the memorandum of the company and all important documents which according to the reduction of the Company s registered capital The Chairman explain to the meeting that the Company reduced the Company s registered capital in agenda 5. So, the company has to amendment of the Memorandum and the Affidavit via the forth item about the Company s registered capital from Baht 2,613,333, to Baht 2,613,217, by cancelling 115,923 unissued registered ordinary shares with the par value of Bath 1 each, totaling Baht 115, In according to the reduction of the Company s registered capital. This is also include other documents (if any). The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution: Resolution : The meeting approved the amendment of the memorandum and all important documents of the Company by the following votes : Approve : 2,195,538,633 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 7 To approve increase of the registered capital is 435,536,220 shares with the par value of Baht 1 each. The chairman request the shareholders to approve increase the Company s registered capital from 2,613,217, baht to be 3,048,753, baht. By issued the ordinary shares amount 435,536,220 shares with the par value of Baht 1 each. In order to provide for the stock dividend payment. The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution : 16

17 Resolution : The meeting approved the increasing of the Company s registered capital by the following votes : Approve : 2,195,566,133 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 8 To approve allow the company to update the memorandum of the company and all important documents which according to capital increasing. The Chairman explain to the meeting that the Company increased the Company s registered capital in agenda 7. So, the company has to amendment of the Memorandum and the Affidavit via the forth item about the Company s registered capital from Baht 2,613,217, to Baht 3,048,753, by issuing 435,536,220 ordinary shares with the par value of Bath 1 each. In according to the increasing of the Company s registered capital. This is also include other documents (if any). The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution: Resolution : The meeting approved the amendment of the memorandum and all important documents of the Company by the following votes : Approve : 2,195,575,249 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 9 To approve the allocation of additional ordinary shares 435,536,220 shares to support the stock dividend payment. The Chairman request the shareholders to approve the allocation of additional ordinary shares amount 435,536,220 shares with par value Baht 1 each, to provide for the stock dividend payment. The Chairman invited the shareholders to ask questions or comments regarding this agenda. As no questions or comments, then proposed the meeting to consider this resolution: Resolution : The meeting approved the allocation of additional 435,536,220 ordinary shares with par value Baht 1 each, to provide for the stock dividend payment by the following votes : Approve : 2,195,590,249 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % 17

18 Agenda 10 To consider and approve the appointment of auditors and to determine auditor fee for the year Ms.Chutikan Srisaengchan, Vice-CEO in Accounting and Financial informed the meeting to approve and appointment the auditors for review and audit the Company s financial statements. The Company present Mr. Pisit Chewaruangroch with his license no. 2803, or Mr. Methee Ratanasrimetha with his license no from M.R.& Associates Co.,Ltd as the auditors of the company for the financial year 2014 and the remuneration for the year 2014 is amount 2.0 million baht ( not include other expenses). The Chairman asked if the meeting has any comments or questions regarding this agenda. The shareholders made comments and questions on the matter as follows : Ms.Vipha Suvanich (attorney from Thai Investors Association): Enquired as follows 1. How long M.R.& Associates Co., Ltd as the auditors of the Company? Ms. Chutikan Srisaengchan, Vice-CEO in Accounting and Financial : M.R. & Associates Co., Ltd was the auditors of the Company since we listed on the Stock Exchange of Thailand,whereby Mr. Methee Ratanasrimetha was an auditor and maturity period of 5 years has changed to Mr. Pisit Chewaruangroch in 2013.Which complies with the requirement of the Stock Exchange of Thailand. Although the 2 auditors are under the same company. Ms. Vipha Suvanich (attorney from Thai Investors Association) : Enquired as follows 2. Recommended the Company should change the auditors because they may be familiar or habituation, this can cause everything is normal. If the Company has new auditors something that be consider normal might be not normally. Mr. Apisit Rujikeatkamjorn (Chairman) : Thanked Ms.Vipha Sivanich for the suggestion. The chairman proposed the meeting to consider this resolution : Resolution : The meeting approved the appointment auditors and fix the remuneration of the year 2013 as propose by the following votes : Approve : 2,195,590,249 Votes Equal to % Disapprove : - Votes Equal to - Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 11 To re-appoint directors replacing those who would retire by rotation for another term. The chairman informed the meeting that,the longest directors in the Board to be retired in this year are as follows; 18

19 1. Mr. Witoon Suriyawanakul Position Director / Nomination and Remuneration Committee 2. Mrs. Warunee Suriyawanakul Position Director 3. Mr. Surasak Chuntori Position Director / Independent Director / Audit Committee Nomination and Remuneration Committee In this regard, the Company invited the shareholders to nominate any qualified persons for election as the Company s directors at the 2014 Annual General Meeting of Shareholders in advance via the website of the Stock Exchange of Thailand and the Company s website from 26 November 2013 to 31 January However, no shareholders nominated any persons for election as the Company s directors at this meeting. During the consideration of this agenda, the 3 retiring directors left the meeting room so that the meeting was conducted in accordance with corporate governance principles. The Chairman reported the meeting for consideration that the Board of Directors, excluding directors having conflicts of interest, had considered 3 retiring directors that appropriate qualifications as required by the Public Company Limited Act B.E (1992). The committee also brought into consideration their knowledge, capabilities and experience that will be useful to the Company s business and therefore proposed the list of qualified candidates to the Board of Directors in the meeting concur with the Shareholders consideration on the re-appoint of 3 directors Resolution : The meeting approved and re-appointed 3 directors for another term by approved individually as following votes. 1. Mr. Witoon Suriyawanaku Position Director / Nomination and Remuneration Committee Approve : 2,194,622,816 Votes Equal to 99.87% Disapprove : 967,433 Votes Equal to 0.04 % Abstain : 1,932,175 Votes Equal to 0.09 % 2. Mrs. Warunee Suriyawanakul Position Director Approve : 2,194,690,249 Votes Equal to % Disapprove : 900,000 Votes Equal to 0.04 % Abstain : 1,932,175 Votes Equal to 0.09 % 3. Mr. Surasak Chuntori Position Director / Independent Director / Audit Committee Nomination and Remuneration Committee Approve : 2,194,952,349 Votes Equal to % Disapprove : 637,900 Votes Equal to 0.03 % Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 12 : To consider and fix director s remuneration for the year The Chairman informed to the meeting that the director s remuneration means the remuneration that paid to non- employee directors and including the meeting remuneration for every committee. In recent years, the remuneration actually paid was not exceed the limit for approval, which are as follows. 19

20 Year Limit of approval (Baht) Actually paid (Baht) ,000,000 2,445, ,000,000 2,935, ,000,000 3,892,500 The director s remuneration for the year 2014, should be presented to the Shareholders meeting for approval the limit which not exceed 6.0 million baht and equal to previous years. The Chairman asked if the meeting has any comments or questions regarding this agenda. The shareholders made comments and questions on the matter as follows : Ms.Vipha Suvanich (attorney from Thai Investors Association): Enquired as follows 1. Did the directors of the Board of directors and the Sub -Committee received all conference remuneration fee or not? Ms.Chutikan Srisaengchan, Vice-CEO in Accounting and Financial : The directors will receive conference remuneration fee when they have meetings ; the Board of directors or Sub-Committee (Audit & Risk management Committee and Nomination and Remuneration Committee). Then, Mr.Witoon Suriyawanakul explained that except the meeting of Management Committee not received conference remuneration. The chairman proposed the meeting to consider this resolution: Resolution : The meeting approved the director s remuneration at amount of not more than Baht 6.0 million. The resolution was passed by the following votes : Approve : 2,195,455,249 Votes Equal to % Disapprove : 135,000 Votes Equal to 0.00 % Abstain : 1,932,175 Votes Equal to 0.09 % Agenda 13 : To consider any other business (if any) The chairman assigned Mr.Witoon Suriyawanakul,Chief Executive Officer, informed the meeting to acknowledge about detail of the issuance of the debenture following the approval of the Extraordinary General Meeting 1/2013, which could be summarized as follows : Size Type Tenor 3,000 Million Baht Unsubordinated and unsecured debentures 3 years Coupon rate 3.85 % Coupon payment Semi-annually 20

21 Placement method Issuance date February 27, 2014 Private placement to institutional investors Resolution : The meeting acknowledged the issuance of the debenture. The Chairman invited the shareholders to ask questions and suggestions.the shareholders asked the following questions. Ms.Vipha Suvanich (attorney from Thai Investors Association): Enquired as follows 1. I wish the Company prepared the information of financial for considered the agenda about financial statement. 2. Due to the Company has a policy of anti-corruption. Do the Company wish to participate in IOD private alliance against corruption project? Mr. Apisit Rujikeatkamjorn (Chairman) : Thanked Ms.Vipha Sivanich for the suggestion and be interested to participate in IOD private alliance against corruption project too. In addition, the Company set policy to prevent fraud by determine the check and balance system and penalties for offenders. Mr.Witoon Suriyawanakul, Chief Executive Officer : In the middle years, the Company has been selected to participate in the project development of listed companies in part of Good Corporate Governance from the Stock Exchange of Thailand. Now, the Company be in process and expected to be completed soon. A shareholder : Enquired as follows 1. How the Company convince the technician to take customers to buy at our stores? 2. What is the jobs that the Company collaborated with SCG Distribution? Mr.Witoon Suriyawanakul, Chief Executive Officer : 1. We had not policy to give commission to the technicians in order to take customers into our stores. It is possible to develop marketing strategy, services and availability of products. Now, we make the promotion for the customers are buying every 500 baht that able to sweepstake. In addition we have developed a program which the customers do not write on coupon (automatic coupon) to facilitate to customers. 2. Now, we collaborated with SCG Distribution to do distribution center(dc) on the same area of 150 rai by developing and sharing the public areas and transportation of SCG Logistic Management. A shareholder : Enquired as follows 1. What is the operation targets of 2014 and plans for revenue and stores expansion. 21

22 Mr.Witoon Suriyawanakul,Chief Executive Officer : The stores expansion plans, we plans to expand 12 stores continuously to the year We revised the construction plans that may be use construction service of outsource. For the products, we had house brands about 10% of sales amount, it was a strategy that we developed continuously since 2003 and made us to clearly distinguish from competitors. Before closing of the meeting, there were shareholders attending the meeting in person 177 persons and by proxy 600 persons. Totaling 777 shareholders, representing an aggregate of 2,197,522,424 shares or equal to % of issued and paid-up shares of the Company. The meeting had no further questions or comments. The Chairman thanked all shareholders and proxies for attending the Annual General Meeting of shareholders 2014 and declared the meeting adjourned at 3.15 pm. Yours sincerely, Mr. Apisit Rujikeatkamjorn Chairman Siam Global House Public Company Limited 22

23 Attachment No.3 (F 53-4) Capital Increase Report Form Siam Global House Public Company Limited 17 February 2015 Siam Global House Public Company Limited ( the Company ) would like to report of the resolution of the board of directors no.1/2015 held on 17 February 2015 consequently in respect of a capital increase/ share allotment as follows: 1. Capital decrease / increase : The Board of Directors Meeting had the resolution to approve the decrease and increase of a registered capital of the Company as follows : To decrease of a registered capital of the Company from Baht 3,048,753, to Baht 3,048,750, by cancelling the 3,424 unissued registered shares with the par value of Baht 1,which remains from the allocation of stock dividend according to the Annual General Meeting of shareholders for the year 2014 and To increase of a registered capital of the Company from Baht 3,048,750, to Baht 3,484,285, by means of the issuance of 435,535,731 ordinary shares with a par value of Baht 1 each, totaling Baht 435,535, Allotment of new shares : The Board of Directors Meeting had the resolution to approve of the 435,535,731 new ordinary shares, with a par value of Baht 1 each, totaling Baht 435,535, the details of which are as follows : Allotted to Existing Shareholders 2.1 The detail of the share allotment : Number (shares) Ratio (old : new) Sale price per share (Baht) Subscription and payment period The Company pay stock dividend by 7 existing ordinary shares per 1 new ordinary share. Note Remark 1 23

24 Remark : By specifying the list of shareholders who are entitled to receive the dividend on 23 March 2015, and collecting the name of shareholders, according to section 225 of the Securities and Stock Exchange Act B.E.2535, by the way of closing the registration book to suspend the transfer of share on 24 March 2015, and fix the date of dividend payment on 8 May However, the granting of such rights of the Company is not yet definite, because an approval by the Annual General Meeting of Shareholders is still required. 2.2 The Company s plan in case where there is a fraction of shares remaining In case that any shareholders holds the indivisible share remaining after such allocation, the dividend shall be paid by cash instead of stock dividend at the rate of Baht per share. 2.3 The number of shares remaining from the allotment - None - 3. Schedule for shareholders meeting to approve the capital increase/allotment The Annual General Shareholders Meeting of the year 2015 will be held on 22 April 2015 at 2.00 p.m. at Chaophya Ball Room 2 nd floor, The Chaophya Park Hotel, 247 Rachadapisek Rd, Dindaeng, Bangkok. The name of the shareholders entitling to attend at the Meeting shall be recorded on Monday 23 March Consequently, Tuesday 24 March 2015 shall be closing the registration book to suspend the transfer of share for the shareholders meeting in accordance with Section 225 of the Securities and Exchange Act B.E Approval of the capital increase/share allotment by relevant governmental agency and conditions there to (if any) 4.1 The approval by the Annual General Shareholders Meeting of the year The registration of the capital increase with the Ministry of Commerce and update all important documents which according to capital increasing. 4.3 The approval from the Stock Exchange of Thailand to list the new ordinary shares in the Stock Exchange of Thailand. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 To provide shareholders return in form of share dividend by issuing stock dividend instead of paying cash dividend. 6. Benefits which the Company will receive from the capital increase / share allotment : 6.1 To increase the Company s stock liquidity. 6.2 To retain the working capital for company s operation. 24

25 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 The company has a policy to pay dividend not less than 30 percent of the net profit after allocated of the legal reserve and other reserves each year, if there is no compelling reason otherwise and no impact on its operations significantly, the dividends are paid. 7.2 The shareholders who will be allocated the stock dividend are entitled to receive dividends in the future. 8. Other details necessary for shareholders to approve the capital increase/share allotment: -None- 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares : 1. The Board of Directors Meeting No. 1/ February Specifying the name list of shareholders who are eligible to attend the shareholders meeting. 3. Collecting the name list, according to Section 225 of the Securities and Stock Exchange, by way of closing the registration book to suspend the transfer of share for the shareholders meeting. 4. Specifying the date for the Shareholders Annual General Meeting of the year March March April Specifying the name list of Shareholders who are eligible to receive dividend. 23 March Collecting the name list, according to Section 225 of the Securities and Stock Exchange Act, by way of closing the registration book to suspend the transfer of share for the receiving of dividend. 24 March The date of dividend payment 8 May 2015 The Company hereby certifies that the information contained in this report form is true and complete in all respects. (Mr. Witoon Suriyawanakul) Chief Executive Officer Siam Global House Public Company Limited 25

26 Profile of the nominated candidates for the election of new directors in replacement of those to be retired by rotation. Attachment No.4 1. Mr. Apisit Rujikeatkamjorn Age : 69 Years. Nominated Position : Chairman / Independent Director Education : Master of Engineering, LAMA UNIVERSITY TEXAS Bachelor of Engineering Program in Civil Engineering, Khon Kaen University Director Training : Certificate of Director Accreditation Program (DAP21/2004), Thai Institute of Directors (IOD) Experience in 5 years : Period Position Company Present Chairman / Independent Director Siam Global House, PCL Present Vice-President Asia Green Energy, PCL Present Chairman Sea Oil, PCL Present Chairman Asia Bio Mass, Co., LTD Present Chairman Eco Lighting, Co.,LTD. At the present, Mr.Apisit is the directors of 3 listed companies and 2 non-listed companies. Siam Global House, PCL. Asia Green Energy, PCL. Sea Oil, PCL. Listed Companies Asia Bio Mass, Co., LTD. Eco Lighting, Co., LTD. Non-Listed Companies Other Business Position which may cause a conflict of interest : -None- Number of Terms and Service Year as Directorship : 7 Terms ( ) Meeting Attendance in 2014 : Board of Directors Meeting : 5 / 5 No. of Shareholding at : -None- 26

27 Attachment No.4 2. Mr. Kajohndet Sangsuban Age : 62 Years Nominated Position : Director Education : B.Eng.(Civil Engineering), Chulalongkorn University Advanced Management Program (AMP) Harvard University, USA. Director Training : Certificate of Director Accreditation Program (DAP 10/2004), Thai Institute of Directors (IOD) Finance for Non-finance Directors Program 7/ 2003 Thai Institute of Directors (IOD) Experience in 5 years : Period Position Company Present Director Siam Global House., PCL Present Chairman Quality Construction., PCL Vice-President The Federation of Thai Industries. At the present, Mr.Kajohndet is the directors of 2 listed companies and 5 non-listed companies Listed Companies Non-Listed Companies Siam Global House, PCL. Ceramic Cement Thai Co., LTD Quality Construction., PCL. SCG Distribution Co., LTD. Thai Ceramic Co., LTD. The Siam Ceramic Group Industry Co., LTD. Sosuco Ceramic Co., LTD. Other Business Position which may cause a conflict of interest : -None- Number of Terms and Service Year as Directorship : 2 Terms ( ) Meeting Attendance in 2014 : Board of Directors Meeting : 5 / 5 No. of Shareholding at : -None- 27

28 Attachment No.4 3. Mr. Nithi Patarachoke Age : 51 Years Nominated Position : Director / Management Director Education : Master of Finance and Operations Management University of Chicago, USA Bachelor of Engineering Chulalongkorn University Advanced Management Program (AMP) Harvard University, USA Experience in 5 years : Period Position Company Present Director /Management Director Siam Global House PCL Present Vice-President Thailand Management Association Managing Director SCG Logistic Management Co., LTD. At the present, Mr. Nithi is the directors of 1 listed company and 5 non-listed companies Listed Companies Siam Global House PCL. Non-Listed Companies SCG Building Materials Co., LTD. SCG Trading Services Co., LTD. SCG Sourcing Co., LTD. SCG Experience Co., LTD. SCG Trading Co., LTD Number of Terms and Service Year as Directorship : 2 Terms ( ) Meeting Attendance in 2014 : Board of Directors Meeting : 5 / 5 Management Committee : 4 /7 No. of Shareholding at : Other Business Position which may cause a conflict of interest : -None- -None- 28

29 29 Attachment No. 5 Company s Articles of Association Regarding the Shareholders Meeting and Voting Casting The Shareholders Meeting Article 35 The Board of Directors shall arrange for an annual general meeting within four (4) months from the last date of the fiscal year of the Company. Shareholders meetings other than annual general meetings shall be extraordinary general meetings. An extraordinary general meeting may be called by : the Board of Directors which may call it at any time. At a shareholders meeting there shall be not fewer than twenty five (25) shareholders and in either case such shareholders shall hold shares amounting to not less than one - ten (1 / 10) of the total number of shares sold of the Company, whereby a quorum would then be constituted. The Board of Directors can call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. The Board of Directors must arrange for an extraordinary general meeting to be held within one (1) month from the date of receipt of such request from the shareholders. Article 36 In calling a shareholders meeting, the board of directors shall proceed to prepare a notice stating the place, date, time, agenda of the meeting and matters to be proposed to the meeting together with reasonable details by indicating clearly whether it is the matter proposed for acknowledgement, for approval or for consideration, including the opinions of the board of directors for such matters. The board of directors shall delivery the above notice to the shareholders at least seven (7) days prior to the date of the meeting and publish the above notice in a newspaper for three (3) consecutive days and at least three (3) days prior to the date of the meeting. The place of the meeting shall be in the province in which the head office of the Company is situated or at any other place where the board of directors prescribed. Article 37 At a shareholders meeting there shall be not less than twenty five (25) shareholders and proxies (if any) attending the meeting or not less than one-half (1 / 2) of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of shares sold of the Company, whereby a quorum would then be constituted. At any shareholders meeting, if one (1) hour has passed from the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as prescribed in the first paragraph, and if such shareholders meeting was called as a result of a request of the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request of the shareholders, a new meeting shall be called for and the notice calling for such meeting shall be dispatched to shareholders not less than seven (7) days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.

30 Article 38 The chairman of the board shall be the chairman of shareholders meetings. If the chairman of the board is not present at a meeting or cannot perform his duty, and if there is a vice - chairman, the vice-chairman present at the meeting shall be chairman of the meeting. If there is no vice - chairman or there is a vice-chairman but he cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting. Article 39 A resolution of a shareholders meeting, the shareholders shall be entitled to one (1) vote per one (1) share. Any shareholder who has a special interest in any matters shall not be entitled to vote, except for voting on the election of directors. A resolution of the Shareholders Meeting shall require : 1) in an ordinary event, the majority votes of the shareholders who attend the meeting and cast their votes. In case of a tie vote, the chairman of the meeting shall have a casting vote. 2) in the following events, a vote of not less than three-fourths (3/4) of the total number of votes of shareholders who attend the meeting and have the right to vote: (a) The sale or transfer of the whole or the substantial part of the Company s business to any other person ; (b) The purchase or acceptance of transfer of the business of private companies or public companies by the Company ; (c) The making, amending or terminating of any agreement with respect to the granting of a lease of the whole or substantial parts of the Company s business, the assignment of the management of the business of the Company to any person, or the amalgamation of the business with other persons for the purpose of profit and loss sharing ; (d) The amendment of the Memorandum of Associations or Articles of Association of the Company ; (e) The increasing or reducing the Company s capital ; (f) The dissolution of the Company ; (g) The issuance and offering of debentures of the Company ; (h) The amalgamation of business of the Company with other companies ; (i) Other activities as prescribed by law which are required the shareholders meeting approval by a vote of not less than three-fourths (3/4) of the total number of votes of shareholders who attend the meeting and have the right to vote. 30

31 Article 40 The matters which should be conducted by the annual general meeting of shareholders are as follows : 1) To consider the report of the board of directors concerning the Company s business in the past year period. 2) To consider and approve the balance sheet, the statement of profit and loss for the past year period. 3) To consider and approve of profit allocation and dividend payment. 4) To consider and elect new directors in place of those who retire by rotation and fix the remuneration of directors. 5) To consider and appoint auditor and fix the remuneration of the auditor. 6) Other business. 31

32 Attachment No.6 Procedures for Registration & Appointment of Proxy 1. Registration The Shareholders or proxies can register their attendance and submit documents or evidence for inspection at the place of the Meeting before the time of the Meeting, starting from 12:30 p.m. on April 22, Attendance of Meeting in Person Please present the original identification card, government official identification card or passport (in case of foreign shareholders) for registration. In the event of change of name - last name, evidence certifying such change must also be presented. 3. Appointment of Proxy A Shareholder must appoint only one proxy to attend and vote at the Meeting in accordance with the form of proxy attached hereto. If a Shareholder wishes to appoint the Company s Independent Director to be his/her proxy, he / she may appoint: 1) Assoc.Prof. Phonsiri Thiwawanwong Independent Director/Chairman of the Audit and the Risk Management Committee 2) Mr.Pornsak Sakphanpanom Independent Director/ Member of the Audit and the Risk Management Committee/Chairman of the Nomiation and Remuneration Committee 3) Mr. Surasak Chantori Independent Director / Member of the Audit and the Risk Management Committee / Member of the Nomiation and Remuneration Committee For convenience, please deliver the form of proxy with documents or evidence to the Company no later than 1 day prior to the meeting date. Form of proxy must be completely filled in and signed. All corrections or deletions, if any, made to material contents therein must be duly initialed by the grantor. A form of proxy must be affixed with stamp duty of Baht 20. Supporting Documents for the Appointment of Proxy (1) In case of individual grantor The grantor must submit and the proxy must present the following documents : Form of proxy signed by the grantor. Copy of grantor identification card, government official identification card or passport (in case 32

33 of foreign appointer) which must be certified true and correct by the grantor. The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration. (2) In case of juristic person grantor The grantor must submit and the proxy must present the following documents : Form of proxy signed by a person authorized to sign to bind the juristic person according to its Affidavit, with the seal of the juristic person affixed (if any). In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavit certified true and correct by a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any). In case the grantor is a juristic person registered abroad, please submit a copy of the constitutional document issued by competent authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no longer than 3 months. For a foreign juristic person, if an original of any document is not in the English language, the English translation thereof must be prepared and attached. Such translation must also be certified true and correct by a person authorized to sign to bind the juristic person. The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration. (3) In case grantor is custodian that the Company s shares are deposited with and such custodian is taking care of the Company s shares for the foreign investor whose name appears in the register book, and custodian appoints the proxy to attend the meeting with Proxy Form. The grantor must submit and the proxy must present the following documents: Power of Attorney from the shareholder who is a foreign investor authorizes the custodian to execute the proxy on his/her behalf. Confirmation letter showing that signatory of the Proxy is authorized to operate custodian business. If any of the aforementioned documents is not in the English language, the English translation thereof must be prepared and attached. The translation must also be certified true and correct by a person referring to such document or a person authorized to act on behalf of such person. The proxy must present his/her original identification card, government official identification card or passport (in case of foreign proxy) for the purpose of registration. 33

34 4. Counting and Announcement on the Meeting 4.1 Counting and Announcement of the Vote Prior to the Meeting, the Chairman shall inform that the counting of vote for each agenda shall be made from the voting card which marked by the Shareholder or Proxy, as the case may be. The vote result of all Agenda shall be informed to the Meeting before the Meeting is adjourned. 4.2 Voting Procedures (a) The Chairman shall inform the Meeting details of the voting procedures. The Chairman will propose the Meeting to have the vote in each Agenda by asking time by time whether there is any shareholder approve, disapprove or abstain. When the Chairman asks as above, a voting by show of hand will be made and the shareholder or proxy shall confirm such intention by filling the vote either for approval, disapproval or abstention for counting by the officers in a voting card provided to the Shareholder or the Proxy when registration. The Shareholder shall indicate its intention by checking in in the voting card. (b) For the vote of Custodian which the allocation of the vote is allowed as specified in the Proxy From to have the vote in each Agenda. This vote is the authority to act on behalf of the Shareholder. 34

35 Attachment No.7 Profile of Independent Directors for proxy granting of the Company 1. Assoc. Prof. Phonsiri Thivavarnwongs Position : Age : Independent Director / Chairman of the Audit and the Risk Management Committee 62 years Address : 54 / 98 Yen Akat Road, Thungmahamek, Sathorn, Bangkok Education : MBA (Finance) University of Wisconsin at Madison,USA Bachelor of Accountancy (First-Class Honors with Gold Medal Award), Faculty of Commerce and Accountancy, Chulalongkorn University Director Training : Certificate of Director Accreditation Program (DAP 17/2002), Thai Institute of Directors (IOD) Training / Seminar in 2014 The seminar of CG Forum 2/2014 :Corporate Governance in the Perspective of Investors (SET) Working Experience in the 5 preceding years : Year Position Company Present Independent Director / Chairman of the Audit Siam Global House PCL. and the Risk Management Committee Dean of Business School Asean University Managing Director for Masters Student of Marketing Management Department Other Business Position (Listed Company) : 35 -None- Mahidol University Other Business Position (Non -Listed Company) : -None- Conflict of Interest with the Company : Not having conflict of interest in all agenda. Excepted agenda 10 to approve the 2015 annual remuneration for the Company s directors Meeting Attendance in 2014 : Board of Audit Committee Meeting : 5/5 Board of Directors Meeting : 4/5 No. of Shareholding at : -None-

36 Attachment No.7 2. Mr. Pornsak Sakphanpanom Position : Age : Independent Director / Member of the Audit and the Risk Management Committee / Chairman of the Nomination and Remuneration Committee 67 years Address : 102 / 8 Phahonyothin Rd. Chankasem, Chatuchak, Bangkok Education : Master of Thai Barrister at Law, The Thai Bar Institute. Bachelor of Laws (Honors), Thammasat University Director Training : Certificate of Director Accreditation Program (DAP 111/2014), Thai Institute of Directors (IOD) Training / Seminar in 2014 The seminar of CG Forum 2/2014 : Corporate Governance in the Perspective of Investors (SET) Working Experience in the 5 preceding years : Year Position Company Present Independent Director / Member of the Audit and Siam Global House, PCL the Risk Management Committee / Chairman of Nomination and Remuneration Committee Present Director Siam Apiwat Co., Ltd. Other Business Position (Listed Company) : Other Business Position (Non -Listed Company) : -None- 1 Company Siam Apiwat Co., LTD Conflict of Interest with the Company : Not having conflict of interest in all agenda. Excepted agenda 10 to approve the 2015 annual remuneration for the Company s directors Meeting Attendance in 2014 : Board of Audit Committee Meeting : 5/5 Board of Directors Meeting : 5/5 No. of Shareholding at : -None- 36

37 Attachment No.7 3. Mr. Surasak Chantori Position : Age : Address : Independent Director / Member of the Audit and the Risk Management Committee Member of the Nomination and Remuneration Committee 56 years 16 Soi Thedsaban Archa 8, Thedsaban Archa Rd., T.Talad, A.Muang, Mahasakarm Education : Master of Business Administration, Khon Kaen University Bachelor of Engineering Program in Industrial Engineering, Khon Kaen University Director Training : Certificate of Director Accreditation Program (DAP 68/2008), Thai Institute of Directors (IOD) Working Experience in the 5 preceding years : Year Position Company Present Independent Director / Member of the Audit & Risk Management Committee / Member of Nomination and Remuneration the Risk Management Committee Siam Global House,PCL Present Managing Director Fiber House Products and Service Co., Ltd Academic Committee Rajabhat Piboonsongkram University Other Business Position (Listed Company) : Other Business Position (Non -Listed Company) : -None- 1 Company Fiber House Products and Service Co., Ltd Conflict of Interest with the Company : Not having conflict of interest in all agenda. Excepted agenda 10 to approve the 2015 annual remuneration for the Company s directors Meeting Attendance in 2014 : Board of Audit Committee Meeting : 5/5 Board of Directors Meeting : 5/5 No. of Shareholding at : -None- 37

38 Attachment No. 7 Definition of Independent Directors Under the criteria of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, Independent Directors : 1. Are restricted in the number of shares they may hold to not greater than 1% of the voting shares in the Company, its affiliates, its associated companies, or its juristic persons that may impose conflicts of interest (implicitly including related persons as stated in Section 258 of the SEC s Act B.E ) 2. Have no management participation in the Company, its affiliates, or its associated companies; and are not employees or regularly paid consultants, or persons who have control over the Company, its affiliates, or its associated companies or its juristic persons that may impose conflicts of interest. 3. Have no business relationship with the Company, its affiliates, or its associated companies; and do not have any loss or gain, directly or indirectly, in the finance or management of the Company, its affiliates, or its associated companies; or its juristic persons that may impose conflicts of interest, for at least 2 years before accepting the duty of Independent Director. 4. Have no close relatives, or persons related in a way that may lead to a lack of independence from the management or major shareholders of the Company, its affiliates, or its associated companies, or its juristic persons that may impose conflicts of interest. 5. Must not be appointed to protect the interest of any director or major shareholders. 6. Must not be any directors of company s affiliates or its associated companies. 7. Capable, talented and knowledgeable, with backgrounds and experience deemed beneficial to the Company and report result of duty performing as assigned by the Board of Directors, not under the control of the Executive or major shareholders of the Company, including related person or close relatives of such person. 38

39 Attachment No. 8 Proxy Form (Form A) Duty Stamp Written at... Date... Month... Year 1. I / We... Nationality... Address... Road... Sub-District... District... Province... Zip Code Being a shareholder of Siam Global House Public Company Limited, holding the total amount of... common shares with the voting rights of... votes 3. Hereby appoint (1)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (2)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (3)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... Only one of them as my/our proxy to attend and vote in the Annual General Meeting 2015 on Wednesday, April 22, 2015 at 2.00 p.m. at Chaophya Ball Room 2nd floor, The Chaophya Park Hotel, 247 Ratchadapisek Road, Dindaeng, Bangkok or at any adjournment thereof to any other date, time, and venue. For any act performed by the Proxy at the Meeting, it shall be deemed as such act had been done by me/us in all respects. Signature... Shareholder (... ) Signature... Proxy (... ) Signature... Proxy (... ) Signature... Proxy (... ) Remark A shareholder shall appoint only one proxy to attend and vote at the meeting. The number of shares held by a shareholder cannot divide into several portions to more than one proxy in order to divide the votes.

40 PROXY Form B. Duty Stamp 20 Written at... Date... Month... Year 1. I / We... Nationality... Address... Road... Sub-District... District... Province... Zip Code Being a shareholder of Siam Global House Public Company Limited, holding the total amount of... common shares with the voting rights of... votes 3. Hereby appoint (1)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (2)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (3)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... Only one of them as my/our proxy to attend and vote in the Annual General Meeting 2015 on Wednesday, April 22, 2015 at 2.00 p.m. at Chaophya Ball Room 2nd floor, The Chaophya Park Hotel, 247 Ratchadapisek Road, Dindaeng, Bangkok or at any adjournment thereof to any other date, time, and venue. 4. I / We authorize the Proxy to vote on my / our behalf at the Meeting as follows : Agenda 1 To Certify the Minutes of the Annual General Meeting of Shareholders for the year 2014 (a) A proxy has the right to consider and vote on my /our behalf Agenda 2 To Acknowledge the Company s Operating Results Report of the year

41 Agenda 3 To Certify and Approve the Audited Financial Statements for the Year Ended December31, 2014 Agenda 4 To consider and approve regarding the allocation of net profit for the year 2014 as legal reserve and the dividend payment Agenda 5 To approve the reduction of the Company s registered capital by cancelling unissued registered shares remaining from the stock dividend allocation according to the resolution of the Annual General Meeting of shareholders for the year 2014 in total of 3,424 shares with the par value of Baht 1, and to amend Clause 4 of the Company s Memorandum of Association to be in line with the decrease of the registered capital. Agenda 6 To approve the increasing of the Company s registered capital of 435,535,731 shares with the par value of Baht 1 each, to support the dividend payment and to amend Clause 4 of the Company s Memorandum of Association to be in line with the increase of the registered capital. Agenda 7 To approve the allocation of additional ordinary shares 435,535,731 shares to support the stock dividend payment. 41

42 Agenda 8 To consider and approve the appointment of auditors and to determine auditor fee for the year Agenda 9 To re-appoint directors replacing those who would retire by rotation for another term. Appointment of the entire board of directors Appointment of an individual director 1. Name of Director : Mr. Apisit Rujikeatkamjorn 2. Name of Director : Mr. Kajohndet Sangsuban 3. Name of Director : Mr. Nithi Patarachoke Agenda 10 To consider and approve the director s remuneration for the year Agenda 11 To consider and approve the increase of another Baht 3,000 million to the ceiling of the issuance and offering of debenture, totaling Baht 8,000 million. Agenda 12 Other business (if any) 42

43 5. Voting of proxy in any agenda that is not as specified in this proxy shall be considered as invalid and not my / our voting as a shareholder. 6. If I / We do not specify my/our purpose to vote for any agenda or specify unclearly or in case the meeting considers or approves any other than agenda se off, including correcting or adding any fact, a proxy can consider and vote on my/our behalf as he/she may deem appropriate in all respects. For any act performed by the Proxy at the Meeting except the Proxy did not vote as I / We had specified in the proxy form, it shall be deemed as such act had been done by me/us in all respects. Remark Signature... Shareholder (... ) Signature... Proxy (... ) Signature... Proxy (... ) Signature... Proxy (... ) 1. A shareholder shall appoint only one proxy to attend and vote at the meeting. The number of shares held by a shareholder cannot divide into several portions to more than one proxy in order to divide the votes. 2. In agenda of directors election, a proxy can vote all directors or each director. 3. In case there are any other than agenda set off, it is applicable to add in the Attachment to Proxy Form B. 43

44 Attachment to Proxy Form B. Authorization on behalf of a shareholder of Siam Global House Public Company Limited At the Annual General Meeting 2015 Wednesday, April 22, 2015 at 2.00 p.m. at Chaophya Ball Room 2nd floor, The Chaophya Park Hotel, 247 Ratchadapisek Road, Dindaeng, Bangkok or at any adjournment thereof to any other date, time and venue. Agenda... Subject... Agenda... Subject... Agenda... Subject... Agenda... Subject... Agenda... Subject... 44

45 Agenda... Subject To appoint the directors Name of Director : Name of Director : Name of Director : Name of Director : Name of Director : Name of Director : Name of Director : I / We certify that the details in this Attachment to Proxy Form B. are completely correct and totally true. Signature... Shareholder (... ) Signature... Proxy (... ) Signature... Proxy (... ) Signature... Proxy (... ) 45

46 PROXY Form C. (For foreign shareholders who have custodians in Thailand only) Duty Stamp 20 Written at... Date... Month... Year I / We... Nationality... Address... Road... Sub-District... District... Province... Zip Code As a custodian of... who is a shareholder of Siam Global House Public Company Limited, holding the total amount of common shares with the voting rights of... votes 3. Hereby appoint (1)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (2)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... or (3)... Age... Years Address... Road... Sub-District... District... Province... Zip Code... Only one of them as my/our proxy to attend and vote in the Annual General Meeting 2015 on Wednesday, April 22, 2015 at 2.00 p.m. at Chaophya Ball Room 2nd floor, The Chaophya Park Hotel, 247 Ratchadapisek Road, Dindaeng, Bangkok or at any adjournment thereof to any other date, time, and venue. 4. I / We authorize the Proxy to vote on my / our behalf at the Meeting as follows : Grant proxy the total amount of shares holding and entitled to vote Grant only... common shares with the voting rights of... votes 46

47 5. I / We authorize the Proxy to vote on my/our behalf at the Meeting as follows : Agenda 1 To Certify the Minutes of the Annual General Meeting of Shareholders for the year 2014 Approve... Share Disapprove... Share Abstain... Share Agenda 2 To Acknowledge the Company s Operating Results Report of the year Agenda 3 To Certify and Approve the Audited Financial Statements for the Year Ended December31, 2014 Approve... Share Disapprove... Share Abstain... Share Agenda 4 To consider and approve regarding the allocation of net profit for the year 2014 as legal reserve and the dividend payment Approve... Share Disapprove... Share Abstain... Share Agenda 5 To approve the reduction of the Company s registered capital by cancelling unissued registered shares remaining from the stock dividend allocation according to the resolution of the Annual General Meeting of shareholders for the year 2014 in total of 3,424 shares with the par value of Baht 1, and to amend Clause 4 of the Company s Memorandum of Association to be in line with the decrease of the registered capital Approve... Share Disapprove... Share Abstain... Share Agenda 6 To approve the increasing of the Company s registered capital of 435,535,731 shares with the par value of Baht 1 each, to support the dividend payment and to amend Clause 4 of the Company s Memorandum of Association to be in line with the increase of the registered capital Approve... Share Disapprove... Share Abstain... Share 47

48 Agenda 7 To approve the allocation of additional ordinary shares 435,535,731 shares to support the stock dividend payment Approve... Share Disapprove... Share Abstain... Share Agenda 8 To consider and approve the appointment of auditors and to determine auditor fee for the year Approve... Share Disapprove... Share Abstain... Share Agenda 9 To re-appoint directors replacing those who would retire by rotation for another term Appointment of the entire board of directors Approve... Share Disapprove... Share Abstain... Share Appointment of an individual director 1. Name of Director : Mr. Apisit Rujikeatkamjorn Approve... Share Disapprove... Share Abstain... Share 2. Name of Director : Mr. Kajohndet Sangsuban Approve... Share Disapprove... Share Abstain... Share 3. Name of Director : Mr. Nithi Patarachoke Approve... Share Disapprove... Share Abstain... Share Agenda 10 To consider and approve the director s remuneration for the year 2015 Approve... Share Disapprove... Share Abstain... Share Agenda 11 To consider and approve the increase of another Baht 3,000 million to the ceiling of the issuance and offering of debenture, totaling Baht 8,000 million Approve... Share Disapprove... Share Abstain... Share 48

49 Agenda 12 Other business (if any) Approve... Share Disapprove... Share Abstain... Share 6. Voting of proxy in any agenda that is not as specified in this proxy shall be considered as invalid and not my/our voting as a shareholder. 7. If I / We do not specify my/our purpose to vote for any agenda or specify unclearly or in case the meeting considers or approves any other than agenda se off, including correcting or adding any fact, a proxy can consider and vote on my/our behalf as he/she may deem appropriate in all respects. For any act performed by the Proxy at the Meeting except the Proxy did not vote as I / We had specified in the proxy form, it shall be deemed as such act had been done by me/us in all respects. Signature... Shareholder (... ) Signature... Proxy (... ) Signature... Proxy (... ) Signature... Proxy (... ) Remark 1. Only foreign shareholders as registered in the registration book who have custodian in Thailand can use the Proxy Form C 2. Evidences to be enclosed with the Proxy Form are: (1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder. (2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian 3. In agenda of directors election, a proxy can vote all directors or each director. 4. In case there are any other than agenda set off, it is applicable to add in the Attachment to Proxy Form C. 49

50 Attachment to Proxy Form C. Duty Stamp 20 Authorization on behalf of a shareholder of Siam Global House Public Company Limited At the Annual General Meeting 2014 on Wednesday, April 9, 2014 at 1.30 p.m. at Grand Rachada Room 5th floor Thantip Building, The Chaophya Park Hotel, 247 Ratchadapisek Road, Dindaeng, Bangkok or at any adjournment thereof to any other date, time and venue. Agenda... Subject... Agenda... Subject... Agenda... Subject... Agenda... Subject... Agenda... Subject... 50

51 I / We certify that the details in this Attachment to Proxy Form B. are completely correct and totally true. Signature... Shareholder (... ) Signature... Proxy (... ) Signature... Proxy (... ) Signature... Proxy (... ) 51

52 Map of the venue of the meeting Attachment No.9 The Annual General Meeting of the year 2015 will be held on Wednesday, April 22, 2015 at 2.00 p.m. at Chaophya Ball Room 2nd floor, Chaophya Park Hotel, 247 Rachadapisek Rd, Dindaeng, Bangkok Chaophya Park Hotel Map 52