Re: Invitation for the Extraordinary General Meeting of the Shareholders No. 1/2012. Shareholders Home Product Center Public Company Limited

Transcription

1 10 th September 2012 Re: Invitation for the Extraordinary General Meeting of the Shareholders No. 1/2012. To: Shareholders Home Product Center Public Company Limited Attachment: 1. A copy of the Minutes of the Annual General Meeting of the shareholders for the year Three sets of Proxy Form including brief biographies of Independent Director who serve as the proxy and details of documents to be presented prior to attending the meeting 3. Form report of capital increase 4. Articles of Associations with regards to shareholders meeting and definition of Independent Director 5. Map of the meeting venue 6. Registration Form for the Extraordinary General Meeting of the Shareholders No.1/2012 The Board of Directors Meeting No. 8/2012 of Home Product Center Public Company Limited held on 21 st August 2012 adopted a resolution to call for the Extraordinary General Meeting of the Shareholders No.1/2012 to be held on Friday 5 th October 2012 at A.M., Satorn Room 1, 4 th Floor, Q-House Lumpini Building, No. 1 South Satorn Road, Kwaeng Tungmahamek, Khet Satorn, Bangkok, to consider the following agenda: Agenda 1 To consider and approve the Minutes of the Annual General Meeting of the Shareholders for the year Objectives and Rationale Secretary of the Meeting has prepared the Minutes of the Annual General Meeting of the shareholders for the year 2012 held on 4 th April 2012 and submitted to the Stock Exchange within 14 days from the date of the Annual General Meeting of the shareholders. The Board of Directors has considered that such minutes are correct according to the resolution of the shareholders meeting, therefore proposed to the Extraordinary General Meeting of the Shareholders No.1/2012 to consider approval of the minutes of the Annual General Meeting of the shareholders for the year 2012 which was sent to the shareholders together with the invitation of this meeting (enclosure No. 1) 1

2 Opinion of the Board of Directors The Board of Directors adopted a resolution to propose the Minutes of the Annual General Meeting of the shareholders for the year 2012, held on 4 th April 2012, to the Extraordinary General Meeting of the Shareholders No.1/2012 to be considered and certified. Agenda 2 To approve the allocation of the retained earnings and the interim dividend payment. Objectives and Rationale From January to June 2012, The Company has a net profit in the amount of Baht 1, Millions derived from its operating result with no accumulated deficit. In addition, there is sufficient cash flow to be paid as the interim dividend payment in which the provision for dividend payment policy as specified must not be lower than 40% of the net profit. According to Section 115 of the Public Company Act and Clause 37 of the Articles of Associations of the Company specify that the Board of Directors may pay for the interim dividend to the shareholders from time to time when it appears that the Company has reasonable profits for such payment. After having paid the dividend, the Company shall report to the shareholders in the next meeting for acknowledgment. Even though the Board of Directors is entitled to pay for the interim dividend, the payment of such dividend in the form of Stock Dividend and Cash Dividend must be approved by the Shareholders Meeting pursuant to Section 117 of the Public Company Act. In this regard, the Board of Directors Meeting No. 8/2012 adopted a resolution to propose to the Extraordinary General Meeting of the Shareholders No.1/2012 to consider and approve the allocation of the net profit derived from its operating result from January to June 2012 and the interim dividend payment in the form of Stock Dividend and Cash Dividend in order to provide the shareholder return, to retain cash liquidity for Company expansion and to increase the stock liquidity for share trading in the Stock Exchange. The statistic to compare the dividend payment of the previous years is as follows: Period Stock dividend payment rate (10 : 9) (6 :1), (6:1) (amount of existing share : stock dividend) (Interim),(Final) (7:1) (Interim) Stock dividend rate per share (before dilution) Cash dividend per share Total dividend payment Dividend payout ratio (comparing with the net profit) % 92.38% 83.61% 2

3 Opinion of the Board of Directors The Board of Directors adopted a resolution to propose to the Extraordinary General Meeting of the Shareholders No.1/2012 to consider for approval of the allocation of the net profit and the interim dividend payment as per the following details: (1) Allocated as the statutory reserve in the amount of Baht Millions which is equivalent to 5% of the net profit from January 2012 to June 2012 in the amount of Baht 1, Millions. (2) Paid dividend by the Company s ordinary shares in the ratio of five (5) current shares per one (1) dividend shares, not exceeding 1,174,400,000 shares, or in the total amount not exceeding Baht 1,174,400,000 or shall be converted as dividend payment to be Baht 0.20 per share. In case that any shareholder holds the indivisible share remaining after such allocation, the dividend shall be paid by cash in the amount of Baht 0.20 per share. (3) Paid dividend by cash at the rate of Baht per share or in the total amount not exceeding Baht Millions. The details mentioned in (2) and (3) above are combined for the dividend payment at the rate of Baht per share which are in accordance with the provision of the dividend payment policy specified by the Company. All dividends shall be deducted for the withholding tax at the rate stipulated by law. In this regard, on 16 th October 2012, the Company will list the name of shareholders who are entitled to receive Stock Dividend and Cash Dividend and will gather the names by closing the share registration book on 17 th October 2012 pursuant to Section 225 of the Securities and Exchange Act. The payment of such Stock Dividend and Cash Dividend shall be made within 30 th October Agenda 3 To consider and approve the increase of registered capital of 1,174,400,000 shares to support stock dividend payment and to amend Clause 4 of the Memorandum of Association of the Company on registered capital to be in line with the increase of registered capital. Objectives and Rationale As the Company adopted a resolution regarding the dividend payment in the form of ordinary share of the Company to shareholders, the details of which appeared in Agenda 2, the Company shall allocate ordinary shares to support the dividend payment for 1,174,400,000 shares. However, the company shares are not sufficient to support the dividend payment. The meeting, therefore, approved to propose to the Extraordinary General Meeting of the Shareholders No.1/2012 for consideration the approval to increase registered capital from the previous registered capital of 3

4 5,880,571,235 Baht to the new registered capital of 7,054,971,235 Baht, divided into 7,054,971,235 shares. In this regard, the new ordinary share will be issued for 1,174,400,000 shares at the par value of Baht 1 per share, and Clause 4 of Memorandum of Association of the Company shall be amended to be consistent with the increase of registered capital of the Company. Opinion of the Board of Directors The Board of Directors approved to propose such to the shareholders meeting for consideration of the approval to increase the registered capital from the previous registered capital of 5,880,571,235 Baht to the new registered capital of 7,054,971,235 Baht, divided into 7,054,971,235 shares. In this regard, the new ordinary share will be issued for 1,174,400,000 shares at the par value of Baht 1 per share, and Clause 4 of Memorandum of Association of the Company shall be amended to be consistent with the increase of registered capital of the Company as follows: Clause 4 Registered capital (Baht) : 7,054,971,235 (Seven Billion, Fifty Four Million, Nine Hundred and Seventy One Thousand, Two Hundred and Thirty Five Baht) Divided into (shares) : 7,054,971,235 (Seven Billion, Fifty Four Million, Nine Hundred and Seventy One Thousand, Two Hundred and Thirty Five Shares) Par value of (Baht) : 1 (One Baht) which is classified into Ordinary shares (shares) : 7,054,971,235 (Seven Billion, Fifty Four Million, Nine Hundred and Seventy One Thousand, Two Hundred and Thirty Five Shares) Preference shares (shares) : - ( - ) Agenda 4 To approve the increased share allocation. Objectives and Rationale As the Company adopted a resolution regarding the dividend payment in the form of ordinary shares of the Company to shareholders as described in Agenda 2, the Company shall allocate ordinary shares to support the stock dividend payment for 1,174,400,000 shares. Opinion of the Board The Board of Directors proposed to the Extraordinary General Meeting of the Shareholders No.1/2012 for consideration of the approval to increase the registered capital by issuing ordinary shares for the increase of registered capital for 1,174,400,000 shares. The meeting, therefore, approved to propose 4

5 such to the Extraordinary General Meeting of the Shareholders No.1/2012 for consideration of the approval to allocate ordinary shares for increase of registered capital for 1,174,400,000 shares to support the stock dividend payment. Agenda 5 Any other considerations (if any) The schedule relating to the Extraordinary General Meeting of the Shareholders No.1/2012 is as follows: Schedules for the Extraordinary General Meeting of the Shareholders No.1/2012 Date 1. Specifying the name list of shareholders who are eligible to attend the shareholders 7 th September 2012 meeting (record date). 2. Compiling the name list according to Section 225 of the Securities and Stock 10 th September 2012 Exchange Act B.E. 2535, by way of closing the registration book to suspend the transfer of share for the shareholders meeting. 3. Convening the Extraordinary General Meeting of the Shareholders No.1/ th October Specifying the name list of Shareholders who are eligible to receive dividend. 16 th October Compiling the name list according to Section 225 of the Securities and Stock 17 th October 2012 Exchange Act B.E. 2535, by way of closing the registration book to suspend the transfer of share for the receiving of dividend. 6. Dividend Payment 30 th October 2012 Yours faithfully, (Mr. Khunawut Thumpomkul) President Home Product Center Public Company Limited Remarks: 1. The Company has published the Invitation for the Meeting both Thai and English version, including the Proxy forms of type A, type B, and type C on Company s website which the shareholders can download at 2 In the event shareholders would like to enquire information relating to the Meeting about any agenda of the Company, shareholders may send questions in advance to the Company within the 21 th of September 2012, by sending to the Investor Relation office of Home Product Center Public Company Limited. No. 96/27, 4 th floor, Moo 9, Tambol Bangkhen, Amphur Muang Nontaburi, Nontaburi Province, or via ir@homepro.co.th 3 In case the shareholder wishes to give proxy to Independent Director, please indicate the name of MR. Chanin Roonsumran in the proxy and send it to the Company, Home Product Center Public Company Limited. No. 96/27, 4 th floor, Moo 9, Tambol Bangkhen, Amphur Muang Nontaburi, Nontaburi Province, The biography of Independent Director is in the attached document. 5

6 Attachment 1 For translation purpose only, Thai language text will be for official use. The Annual General Meeting of Shareholders for the year 2012 of Home Product Center Public Company Limited The meeting was held on 4 th April 2012 at a.m. at Sathorn Room 1, No. 1, Q. House Lumpini Building, Kwaeng Tungmahamek, Khet Sathorn, Bangkok Metropolis. Mr. Anant Asavabhokhin, the Chairman, presided at the meeting, commenced the meeting by introducing the Board of Directors, executives, auditor and independent lawyer attending the meeting as follows. Name of the Directors Attending the Meeting 1. Mr. Anant Asavabhokhin Position Chairman of Board of Directors 2. Mr. Rutt Phanijphand Position Executive Director and Chairman of the Nomination and Remuneration Committee 3. Mr. Naporn Soonthornchitcharoen Position Executive Director 4. Mr. Joompol Meesook Position Director 5. Mrs. Suwanna Buddhaprasart Position Director 6. Mr. Manit Udomkunnatum Position Director and Chairman of the Executive Directors 7. Mr. Khunawut Thumpomkul Position Managing Director 8. Mr. Apichat Natasilapa Position The Nomination and Remuneration Committee 9. Mr. Apilas Osatananda Position Chairman of Audit Committee and Independent Director 10. Mr. Thaveevat Tatiyamaneekul Position Audit Committee and Independent Director 11. Mr. Chanin Roonsumrarn Position Audit Committee, Independent Director and the Nomination and Remuneration Committee Name of the Absent Director Mr. Pong Sarasin Position Independent Director Secretary of the Company and the Meeting Ms. Wannee Juntamongkol Position Senior Vice President - Finance Name of the Auditor from Ernst and Young Office Company Limited Ms. Gingkarn Atsawarangsalit CPA Registration No Name of Independent Representative and Middle Person for the Vote Counting from Wissen & Co Limited. Ms. Chanobol Promsatit 6

7 Number of Shareholders Attending the Meeting Mr. Anant Asavabhokhin, the Chairman, presided at the meeting and reported to the shareholders on the quorum of the meeting that there were totally 1,160 shareholders attending the meeting in person and by proxy, holding the shares in total of 4,689,754,157 shares, or 80.35% of all issued shares, which constituted the quorum. Proceeding of the Meeting The Chairman assigned Mr. Khunawut Thumpomkul to explain the process of the meeting, voting, the right to express opinion and to make inquiry, including the details of each agenda. The meeting shall be preceded according to the agenda notified in the notice inviting for the meeting. The details of each agenda will be informed in the meeting. Rights of Shareholders to Express Opinion In case that any shareholder has an opinion or inquiry, that shareholder shall raise hand and inform the name. Then, such shareholder shall give such opinion or make the inquiry in order for the meeting to answer such inquiry. Voting Method The Company has used the voting method of 1 share per 1 vote and has prepared the voting cards of each agenda for each shareholder. After the report of each agenda has been made, the meeting will be requested to vote and the shareholders will be informed that if any shareholder would disagree or abstain, a hand shall be raised. Then, there shall be collecting of the voting cards for such disagreeing or abstaining vote, in order to gather the votes and inform the meeting. The Company would deduct the disagreeing or abstaining votes from all votes. For the shareholders who gave proxy to other person to attend the meeting and voted upon his decision, the Company had recorded their agreeing, disagreeing and abstaining votes in the electronic system for each agenda voting. The agreeing voting cards not being collected during the meeting was requested to be returned after the adjournment of meeting. The Company appointed the lawyer of Wissen & Co Limited as the independent representative and the middle person for the vote counting. For the regulations of the Company regarding shareholders meeting and resolution of shareholders meeting, all shareholders can consider from the Enclosure 7 (Page 49) as attached to the notice calling for the meeting. Remark: Under the Public Company Act, it provides that resolution adopted for general matter requires the votes of not less than half of the votes of shareholders attending the meeting and casting votes, by not counting the abstained votes. Therefore, in each Agenda except Agenda 5 (the votes of not less than three - forth of the all shares attending the meeting and having the right to vote), the abstained votes were not considered. 7

8 Equitable Treatment to Shareholders 1. The proposed agenda for the Annual General Meeting of Shareholders and the Board of Directors. The Company has given the opportunity to the shareholders to propose the shareholders meeting agenda and the name to be appointed as the director according to the basis and method through the Company s website since 25 th November 2011, ended on 31 st January However, there appeared no shareholder having proposed any agenda and director s name in order to propose to the Annual General Meeting of the Shareholders for the Year The publication the notice calling for the meeting. To provide the equal right to the shareholders to access the detail of this Annual General Meeting of the shareholders for the year 2012, The Company has posted the notice calling for the meeting both in Thai and English language through the Company s website since 1 st March 2012 as well as through SET s board news. In this regard, the Company also gave the opportunity to the shareholders to send their questions in advance. However, there appeared no shareholders sending any questions. Remark: After the Chairman had informed the number of shares to the meeting, there appeared more shareholders attending the meeting subsequently for 37 persons having 2,740,020 shares. Therefore, there were the totally 1,197 shareholders attending the meeting in person and by proxy, holding the shares in total of 4,692,494,177 shares. The Company gave the opportunity to such shareholders to vote. The votes for each agenda were increased accordingly. The Annual General Meeting of the shareholders for the year 2012 considered the agenda and adopted the resolutions as follows. Agenda 1 Resolved To consider and approve the minutes of the Extraordinary General Meeting of the Shareholders No. 1/2011. The Chairman proposed to the meeting that the minutes of the Extraordinary General Meeting of the Shareholders No.1/2011 held on 29 th September 2011 and previously sent to the shareholders together with the notice calling for the meeting be certified. The meeting, after having considered, resolved that the minutes of the Extraordinary General Meeting of the Shareholders No.1/2011 be certified, with the votes exceeding one-half of total votes of shareholders attending the meeting and casting vote, with following details: Vote for Number of Vote % of the all attending and (1 share = 1 vote) casting votes 1. Agreed 4,636,288, Disagreed Abstained 56,205,700 Not Count 8

9 Agenda 2 To consider for acknowledgement the Company s Operation Result of the Year Senior Vice President-Finance was assigned to report the business operation results of the year 2011 to the shareholders as follows: Until the end of the year 2011, the Company has 19 branches in Bangkok and 26 branches in upcountry, the total of all opened branches as of 31 st December 2011 is 45 branches. There are new branches opened in the year 2011, i.e. Chachoengsao, Roiet, Suphanburi, Lopburi and Sakhonnakorn. In the Year 2011, the Company has its sales of Baht 28, million, which was increased from the previous year for Baht 4, million or by 17.82%, The total amount of the other income, i.e. revenues of space rental and service fees which included revenues of Market Village Co., Ltd., contribution of supplier on marketing promotional fee, and revenues from other service fees was Baht 2, million, increased by Baht million or by 16.12%. The Selling and Administrative expenses were Baht 6, million, which was increased from the previous year for Baht million or by 17.01%. The Company had the net profit of Baht 2, million, increased by Baht million or by 22.40% and the earning per share was Baht 0.34 per share. The increase of net profit resulted from the increase of the retail sales income and other income. In addition to the enhancement of the company s efficiency, the Company also focused on the social responsibility by supporting activities such as: 1. The project of Kids Toilet, which the Company has continuously been doing by building and improving toilets in various schools, providing using knowledge and maintaining them hygienically. The company has built more than 906 toilets for 75 schools in 21 provinces. 2. This year the Company has cooperated with 8 educational institutions to provide 120 scholarships to study in the High Vocational certificates (Por.Vor.Sor) degree, in order to promote more education opportunities to children. In addition, the Company has given the opportunity to students to become trainee and to provide security after graduation for having the chance to work with the Company. Resolved No resolution passed in this agenda as this agenda was to report the business operation results. Remark: After having considered agenda 1 and agenda 2, there appeared more shareholders attending the meeting subsequently for 24 persons having 2,048,805 shares. Therefore, there were the totally 1,221 shareholders attending the meeting holding the shares in total of 4,694,542,982 shares. The Company gave the opportunity to such shareholders to vote. The votes for Agenda 3 were increased. 9

10 Agenda 3 To consider the approval of The Statements of Financial Position and Statements of Comprehensive Income, including the Auditor s Report for the year end as of 31 st December The Chairman reported the meeting that the financial result of the year 2011 of the Company in summary is as follows. Sales income = Baht 28, million Increased from the previous year = Baht 4, million or 17.82% Total revenues = Baht 30, million Increased from the previous year = Baht 4, million or 17.70% Net profit = Baht 2, million Increased from the previous year = Baht milion or 22.40% The earning per share was Baht 0.34 per share. As of 31 st December 2011, the Company s financial position was as follows: Total asset = Baht 20, million Total liabilities = Baht 12, million Shareholders equity = Baht 8, million The details of the result of operation appeared in the Statements of Financial Position and Statements of Comprehensive Income and the Auditor s Report of the year end as of 31 st December 2011 having been sent to the shareholders together with the notice calling for shareholders meeting. The Chairman proposed to the meeting to consider and approve the Statements of Financial Position and Statements of Comprehensive Income and the Auditor s Report for the year ended 31 st December Remark: Since the accounting standard has changed the qualification of the component of financial statements, and the name of the financial statement from Balance Sheet to be Statements of Financial Position, from Profit and Loss Statement to be Statements of Comprehensive Income, the Company, therefore, has changed the agenda to be in accordance with the accounting standard. Resolved The meeting, after having considered, resolved that the Statements of Financial Position and Statements of Comprehensive Income and the Auditor s Report for the year ended 31 st December 2011 be approved, with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: 10

11 Resolutions Number of Votes % of the all attending and (1 share = 1 vote) casting votes 1. Agreed 4,645,661, Disagreed Abstained 48,881,000 Not Count Remark: Agenda 4 After having considered agenda 3, there appeared more shareholders attending the meeting subsequently for 1 person having 5,866 shares. Therefore, there were the totally 1,222 shareholders attending the meeting in person and by proxy, holding the shares in total of 4,694,548,848 shares. The Company gave the opportunity to such shareholders to vote. The votes for Agenda 4 were increased. To consider the approval the dividend payment and the allocation of profit for the legal reserve fund of the Year The Chairman declared to the meeting that The Company has its policy specifying for the dividend payment for not less than 40% of the net profit. In the Year 2011, the Company has its net profit according to the separate financial statements of the Year 2011 in the whole year in the amount of Baht 2, million and there is no accumulated loss remaining. Moreover, the Company has its cash flow enough to make the dividend payment according to the Company s policy. The board of directors, therefore, approved to propose such to the shareholders meeting for consideration of the approval regarding the allocation of the legal reserve fund and the dividend payment as follows. For the operation result of the first six months of the year, the Extraordinary General Meeting of the Shareholders no.1/2011 held on 29 th September 2011 has adopted the resolution to allocate for 5% of the net profit for the legal reserve fund as at the amount of Baht million. In this regard, the Company has already paid interim dividend payment for the operation results of the first six months of the Year 2011 on 27 th October 2011 as follows: (A) Paying in stock dividend at the rate of Baht per share (B) Paying in cash dividend at the rate of Baht per share The total of dividend payment for the first six months of the year is at the rate Baht per share. The board of directors, therefore, approved to propose such to the shareholders meeting for acknowledgment of such interim dividend payment. The information showing the comparison of the dividend payment by cash and stock dividend in the previous year as follows: 11

12 Period Stock dividend payment rate (amount of existing share : stock dividend) - (10 : 9) (6 :1), (6:1) (Interim), (Final) Cash dividend per share Total dividend payment Dividend payout ratio (comparing with the net profit) 70.54% % 92.38% For the second half of the year (July 2011 December 2011) as in separate financial statement, the Board of Director approved to propose the Shareholders Meeting for consideration of approval regarding the allocation of the legal reserve fund and the dividend payment as follows: (A) To allocate the profit to the legal reserve fund of the year 2011 in the amount of Baht million, which such was calculated from 5% of the net profit of the separate financial statement of July - December 2011 as in the amount of Baht 1, million. The total of the legal reserve fund of the year 2011 in whole year shall be equivalent to the amount of Baht million. (B) To allocate the profit to the cash dividend payment for the last 6 months of the year 2011 (July December) is at the rate of Baht 0.15 per share (Zero Point Fifteen Baht Per Share) totaling not exceeding amount of Baht 877 million (Eight Hundred and Seventy Seven Million Baht) The total of the stock dividend and the cash dividend payment in whole year shall be equivalent to the rate of Baht per share (before dilution) which is approximate in the total amount of Baht 1, million or at payout ratio of 83.67% divided to stock dividend 36.17% and cash dividend totaling 47.50%, the dividend payment is according to the Company s dividend policy. All dividends shall be deducted for the withholding tax at the rate stipulated by law. By specifying the lists of shareholders who are entitled to receive the dividend on 19 th April 2012, 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 20 th April 2012, and fixing the date of dividend payment on 27 th April Shareholder: Mr. Supoj Ueachilertkul, asked that after the last payment of dividend, how much the accumulated profit has remained? Will there still be payment of dividend in the form of issuing shares? Since the corporate income tax rate is changed, next payment of dividend should be made from the profit that is subject to the rate of 30% first. 12

13 Director: Resolved After this payment of dividend, the outstanding profit was approximately Baht 300 million. For the payment of dividend by issuing shares or in the form of cash, the Company shall consider from cash flow of the Company and from the necessity for investment need for expansion plan, and the payment of dividend shall be considered from the Company s operation results, not from only tax issue alone. Therefore, the Company cannot only consider on tax of shareholders. The meeting, after having considered, resolved that acknowledge the payment of interim dividend and approved to allocate the profit to the legal reserve and approve for the allocation of cash dividend as follows; (A) To allocate the profit to the legal reserve fund of the year 2011 in the amount of Baht million, which such was calculated from 5% of the net profit of the separate financial statement of July - December 2011 as in the amount of Baht 1, million. The total of the legal reserve fund of the year 2011 in whole year shall be equivalent to the amount of Baht million. (B) To allocate the profit to the cash dividend payment for the last 6 months of the year 2011 (July December) is at the rate of Baht 0.15 per share (Zero Point Fifteen Baht Per Share) totaling not exceeding amount of Baht 877 million (Eight Hundred and Seventy Seven Million Baht) The total of the stock dividend and the cash dividend payment in whole year shall be equivalent to the rate of Baht per share (before dilution) which is approximate in the total amount of Baht 1, million or at payout ratio of 83.67% divided to stock dividend 36.17% and cash dividend totaling 47.50%, the dividend payment is according to the Company s dividend policy. All dividends shall be deducted for the withholding tax at the rate stipulated by law. By specifying the lists of shareholders who are entitled to receive the dividend on 19 th April 2012, 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 20 th April 2012, and fixing the date of dividend payment on 27 th April The meeting adopted the resolution with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: 13

14 Resolutions Number of Votes % of the all attending and (1 share = 1 vote) casting votes 1. Agreed 4,645,667, Disagreed Abstained 48,881,000 Not Count Agenda 5 To consider and approve the decrease of the Company s registered capital by way of eliminating the 823,450 ordinary shares with the par value of Baht 1, remaining from the allocation of stock dividend per the resolution adopted from the Extraordinary General Meeting of the Shareholders No. 1/2011, and the amendment to Article 4 of the Memorandum of Association in order to be in line with the decrease of registered capital. The Chairman declared to the meeting that as a result of the Extraordinary General Meeting of the Shareholders no. 1/2011 on 29 th September 2011 which the meeting approved the dividend payment in the form of the stock dividend payment not exceeding 730,200,200 shares, from the actual distribution of stock dividend, there were shareholders receiving shares in total of 729,376,750 shares. Therefore, there are the remaining shares to support the dividend payment totaling of 823,450 shares. Since there are some shares which the Company has not completely issued as registered, in order to be in line with the law, the Company, therefore, has to decrease its registered capital. The board of directors approved to propose such to the shareholders meeting for consideration of approval to decrease the registered capital of the Company from the previous registered capital of Baht 5,881,394,685 by eliminating the registered ordinary share remaining from the stock dividend allocation according to the resolution of the Extraordinary General Meeting of the Shareholders no. 1/2011 in total of 823,450 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 as follows: Clause 4 Registered capital (Baht) : 5,880,571,235 (Five Billion, Eight Hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five Baht) Divided into (shares) : 5,880,571,235 (Five Billion, Eight hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five shares) Par value of (Baht) : 1 (One Baht) 14

15 which is classified into Ordinary shares (shares) : 5,880,571,235 (Five Bilion, Eight hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five shares) Preference shares (shares) : - ( - ) Resolved The meeting, after having considered, resolved that approval to decrease the registered capital of the Company by eliminating the registered ordinary share remaining from the stock dividend allocation according to the resolution of the Extraordinary General Meeting of the Shareholders no. 1/2011 in total of 823,450 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 as follows: Clause 4 Registered capital (Baht) : 5,880,571,235 (Five Billion, Eight Hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five Baht) Divided into (shares) : 5,880,571,235 (Five Billion, Eight hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five shares) Par value of (Baht) : 1 (One Baht) which is classified into Ordinary shares (shares) : 5,880,571,235 (Five Billion, Eight hundred and Eighty Million, Five Hundred and Seventy One Thousand, Two Hundred and Thirty Five shares) Preference shares (shares) : - ( - ) The meeting adopted such resolution with the votes exceeding three-fourth of total votes of the shareholders attending the meeting and having the right to vote, as per the following details: 15

16 Resolutions Number of Votes % of the all shares attending the (1 share = 1 vote) meeting and having the right to vote 1. Agreed 4,645,667, Disagreed Abstained 48,881, Agenda 6 To consider the approval the appointment of the Company s Directors in place of the directors who are retired by rotation. The Chairman declared to the meeting that there are four directors retired by rotation as follows: 1. Mr. Naporn Soonthornchitcharoen Position Executive Director 2. Mr. Rutt Phanijphand Position Executive Director and Chairman of the Nomination and Remuneration Committee 3. Mr. Manit Udomkunnatum Position Chairman of the Executive Directors 4. Mr. Apilas Osatananda Position Chairman of the Audit Committee and Independent Director However, since the Board of Directors has policy to give an opportunity for the minority shareholders to be able to propose names of qualified person for consideration to appoint Director, from 25 th November 2011 to 31 st January 2012 and no shareholders proposed other persons to be considered for being director in the Board of Directors. The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee since there are criterions of nomination by considering from their qualification, and opined that all four directors have met the qualification as specified in the Public Company Act B.E and have knowledge, capability, experience in business relating to the Company s operation. Moreover, the four directors have well performed their obligations with the Company for a long period of time. The Board of Directors, therefore, approved to propose such to the Shareholders Meeting for consideration the approval to re-appoint the four directors of the Company who would be retired by rotation in this year to be directors of the Company for another term. The details of the directors biography, the years holding the position and the number of the meeting having been attended for each director are as follows. 16

17 Committee Information Name Surname Mr. Naporn Soonthornchitcharoen Age 53 Position Executive Director Education Education Major University Master Degree Business Administration Thammasart University Bachelor Degree Civil Engineering Chiangmai University Institution Thai Institute of Directors Association (IOD) Program Director Certification Program (DCP) 2005 Program Director Accreditation Program (DAP) 2004 Working Experience during the last 5 years Period Position Company Name Type of Business Present Director and Executive Director Home Product Center Plc. Home Improvement Retailer Director and Executive Director LH Financial Group Plc. Investment Business Present Director Land and Houses Bank Plc. Financial institution Director Muang Mai Guthrie Plc. Rubber Production Director Double Tree Co., Ltd. Property development Director Phuket Future Plan Co., Ltd. Property development Present Director LH Assets Co., Ltd. Property development Director LH Real Estate Co., Ltd. Property development Present Director and Senior Vice President Land and Houses Plc. Property development Present Director Q-Con Eastern Co., Ltd. Construction Material Manufacturing Director Pacific Real Estate Co., Ltd. Property development Present Director Land and House North-East Co., Ltd. Property development Director Land and House North Co., Ltd. Property development Director LH Muang Mai Co., Ltd. Property development Present Director Quality Construction Products Plc. Construction Material Manufacturing Present Director Siamthani Real Estate Co., Ltd. Property development Present Director Siamthani Property Co., Ltd. Property development Present Director Atlantic Real Estate Co., Ltd. Property development Director Bangkok Chain Hospital Plc. Hospital 17

18 At Present, Mr. Naporn is the director 5 listed companies and 13 non-listed companies. Listed Companies Non Listed Companies Other organization that compete with/ related to The Company - Home Product Center Plc. - Muang Mai Guthrie Plc. None - LH Financial Group Plc. - Double Tree Co., Ltd. - Land and Houses Bank Plc. - Phuket Future Plan Co., Ltd. - Land and Houses Plc. - LH Assets Co., Ltd. - Quality Construction Products Plc. - LH Real Estate Co., Ltd. - Q-Con Eastern Co., Ltd. - Pacific Real Estate Co.,Ltd. - Land and House North-East Co., Ltd. - Land and House North Co., Ltd. - LH Muang Mai Co., Ltd. - Siamthani Real Estate Co., Ltd. - Siamthani Property Co., Ltd. - Atlantic Real Estate Co., Ltd. No. Shareholding at HomePro None No. of Terms and No. of service year as Directorship at HomePro (since becoming listed company) 3 terms in 2003, 2006 and 2009 and 10 years of service. No. of Meeting attendance 1. Board of Director Meeting: 11 attendances out of total 12 meetings 2. Executive Director Meeting: 8 attendances out of total 10 meetings 18

19 Committee Information Name Surname Mr. Rutt Phanijphand Age 64 Position Executive Director and Chairman of the Nomination and Remuneration Committee Education Education Major University M.S. Business Administration Fort Hays Kansas State University, Hays, Kansas, USA. Bachelor Science Kasetsart University Institution Thai Institute of Directors Association (IOD) Program Director Accreditation Program (DAP) 2003 Program Director Certification Program (DCP) 2005 Program Financial Institutions Governance Program (FGP) 2010 Working Experience during the last 5 years Period Position Company Name Type of Business Present Executive Director and Chairman of Home Product Center Plc. Home Improvement Retailer the Nomination and Remuneration Committee Present Director Home Product Center Plc. Home Improvement Retailer Present Chairman Land and Houses Fund Fund Management Business Management Co., Ltd Present Chairman of Executive Director LH Financial Group Plc. Holding Present Chairman of Executive Director Land and Houses Bank Plc. Financial institution Independent Director and Chairman of Banpu Plc. Energy the Compensation Committee Present Managing Director and President Quality Houses Plc. Property development Audit Committee IRPC Plc. Petrochemical At Present, Mr. Rutt is the director 4 listed companies and 2 non-listed companies. Listed Companies Non Listed Companies Other organization that compete with/ related to The Company - Home Product Center Plc. - Land and Houses Fund Management Co., Ltd. None - Banpu Plc. - Land and Houses Bank Plc. - Quality Houses Plc. - LH Financial Group Plc. 19

20 No. Shareholding at HomePro None No. of Terms and No. of service years as Directorship at HomePro (since becoming listed company) 3 terms in 2003, 2006 and 2009, and 10 years of service No. of Meeting attendance 1. Board of Director Meeting : 11 attendances out of total 12 meetings 2. Executive Director Meeting : 10 attendances out of total 10 meetings 3. The Nomination and Remuneration Committee Meeting : 3 attendances out of total 3 meetings 20

21 Committee Information Name Surname Mr. Manit Udomkunnatum Age 67 Position Chairman of the Executive Committee Education Education Major University Secondary - - Institution Thai Institute of Directors Association (IOD) Program Director Accreditation Program (DAP) 2004 Working Experience during the last 5 years Period Position Company Name Type of Business Present Chairman of the Executive Committee Home Product Center Plc. Home Improvement Retailer Present Chairman of the Executive Committee Shanghai Inn Co., Ltd. Hotel Present Chairman of the Executive Committee Koh Maphrao Island Co., Ltd. Hotel Present Chairman of the Executive Committee USI Holding Co., Ltd. Holding Director Fashion People Co., Ltd. Clothing Director Active Nation Co., Ltd. Sport Products Distributor At Present, Mr. Manit is the director 1 listed companies and 5 non-listed companies. Listed Companies Non Listed Companies Other organization that compete with/ related to The Company - Home Product Center Plc. - Shanghai Inn Co., Ltd. None - Koh Maphrao Island Co., Ltd. - USI Holding Co., Ltd. - Fashion People Co., Ltd. - Active Nation Co., Ltd. No Shareholding at HomePro 180,641,697 shares Equivalent to 3.09% No. of Terms and No. of service year as Directorship at HomePro (since becoming listed company) 3 terms in 2003, 2006 and 2009, and 10 years of service. No. of Meeting attendance 1. Board of Director Meeting : 12 attendances out of total 12 meetings 2. Executive Director Meeting : 9 attendances out of total 10 meetings 21

22 Committee Information Name Surname Mr. Apilas Osatananda Age 77 Position Chairman of the Audit Committee and Independent Director Education Education Major University B.S Business Administration Miami University, Ohio, USA. Ph.D. In Agricultural Technology Maejo Institute of Agricultural Technology Institution Thai Institute of Directors Association (IOD) Program Director Accreditation Program (DAP) 2004 Working Experience during the last 5 years Period Position Company Name Type of Business Present Chairman of the Audit Committee Home Product Center Plc. Home Improvement Retailer and Independent Director Chairman Tokyo Leasing Leasing At Present, Mr. Apilas is the director 1 listed companies. Listed Companies Non Listed Companies Other organization that compete with/ related to The Company Home Product Center Plc. None None No. Shareholding at HomePro None And any other interest at HomePro during the last 2 years: None i.e. 1) He does not participate in management and is not the employee, staff or consultant who receives regular salary in the Company, affiliate company, joint company, company or major shareholder of the Company. 2) He does not provide any professional service i.e. Auditor, legal counsel. 3) He has no business relationship or benefit or interest with company that affect the duty performing independently in giving an opinion. No. of Terms and No. of service year as Directorship at HomePro (since becoming listed company) 3 terms in 2003, 2006 and 2009, and 10 years of service No. of Meeting attendance 1. Board of Director Meeting : 12 attendance out of total 12 meeting 2. Audit Committee Meeting : 11 attendance out of total 12 meeting 22

23 Resolved Note The meeting has considered and approved to re-appoint four directors as the directors of the Company for another term with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: In this agenda the Company has arranged the voting method to appoint Director on an individual basis. Name of Director Position Agreed Disagreed Abstained (Vote) (%) (Vote) (%) (Vote) (%) Mr. Naporn Soonthornchitcharoen Executive Director 4,638,016,711 7,651,137 48,881, % 0.16% (Not Count ) Mr. Rutt Phanijphand Mr. Manit Udomkunnatum Executive Director and Chairman of the Nomination and Remuneration Committee Chairman of the Executive Directors Mr. Apilas Osatananda Chairman of the Audit Committee and Independent Director 1 Share = 1 Vote % = Percentage of all attending and casting votes 4,415,376, % 4,638,016, % 4,619,268, % 230,291, % 7,651, % 26,399, % 48,881,000 (Not Count) 48,881,000 (Not Count ) 48,881,000 (Not Count ) Agenda 7 To consider the approval the remuneration of directors of the Year The Chairman informed the meeting that the Company has its procedure to propose the remuneration throughout the consideration of the Nomination and Remuneration Committee before proposing such to the Board of Directors of the Company for their consideration in order to propose such to the shareholders meeting. In this regard, the Nomination and Remuneration Committee has considered according to the specified criterions as follows: 1. Considering of suitability by comparing with the criterions in method, rate payment, obligation assigned of the company considered as the same business and industry, and the company s cash flow. 2. Considering the Company s operation result as of year end, and the payment will be made when the Company has its profit. 3. Considering to pay for remuneration when the Company has already paid bonus to shareholders and employees. 23

24 The composition of the director s remuneration is the remuneration in providing the consultation in any matter to the Company working group and attendance fee. Normally, the Company will arrange the Board of Directors Meeting at least once a month, and also arrange other subcommittee meetings i.e. the Audit Committees Meeting, the Executive Directors Meeting, and the Nomination and Remuneration Committees Meeting. The Nomination and Remuneration Committees and the Board of Directors of the Company have considered to specify the remuneration of the directors of the Company by considering from the Company s result in overall, the dividend payment paid to shareholders, obligations and responsibilities of each of the Board of Directors group. As for the basis to make the payment of remuneration, the payment of remuneration to Company directors who engage in the same type of business shall be used, therefore, the Company proposed for the shareholders approval for the remuneration of the directors and sub-committees of the Year The information showing the comparison of remuneration payment in the previous year as follows: Unit: Baht The year paid for remuneration Approved amount Actual amount paid ,000,000 9,435, ,000,000 9,105, ,000,000 10,435,000 Number of the Board of Directors meeting in 2011 are as follows: Committee Number of the Meeting Board of Directors Meeting 12 The Executive Directors Meeting 10 The Audit Committees Meeting 12 The Nomination and Remuneration Committees Meeting 3 The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee and, therefore, approved to propose such to the Shareholders Meeting for consideration the approval for the remuneration of directors and sub-committees of the year 2012 for not exceeding Baht 12,000,000 (Twelve Million Baht) which is equivalent to the payment for the year The details of remuneration payment are as follows: 24

25 Components of Remuneration Director Remuneration 1. Monthly Remuneration - Chairman - Director 2. Attendance Remuneration - Chairman - Director Amount 80,000 Baht/person/month 40,000 Baht/person/month 30,000 Baht/person/time of attendance 20,000 Baht/person/ time of attendance Sub-Committee Remuneration : The remuneration for meeting allowance is paid for each meeting only the attended meeting (Sub-Committee consists of the Audit Committee, Executive Committee and Nomination and Remuneration Committee) Attendance Remuneration - Chairman of Sub-Committee - Director in Sub-Committee 30,000 Baht/person/time of attendance 20,000 Baht/person/ time of attendance The Board of Directors has the intention to express its transparency and to comply with the principle of good governance. Therefore, the directors who will receive the remuneration shall abstain from voting for this Agenda. Resolved The meeting has considered and approved the remuneration of the director and sub-committees of the year 2012 for not exceeding Baht 12 million, by having the criteria to make the payment to director in each committee as proposed by the Chairman in every respect, with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: Vote for Number of Vote % of the all attending and (1 share=1 vote) casting votes 1. Approve 4,358,601, Disapprove Abstain 335,947,484 Not Count Agenda 8 To consider the approval the payment of directors bonus for the Year The Chairman informed the meeting that The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee which has considered on the bonus of the directors by concerning on the suitability and comparing with the facts from the same industry including the extension of business and the growth of the Company s profit. The Nomination and Remuneration Committees has considered the bonus of the directors by considering on the suitability having the criterions as follows: 25

26 1. Since the Board of Directors have participated in specifying the policy, business guideline, including to provide the counsel regarding the Company s operation, although in 2011 the Company was affected from the flood crisis but the Company s net profit increased from the Year 2010 by 22.40%. 2. Due to the Company has its net profit increasing of 22.40%, which makes the market value of the Company (Market Capitalization) increased from the year 2010 for 64.82% which this increase is higher than the growth of SET 50 index in overall which decreases by 0.25%, and such shall be considered as the increase of value for shareholders which is higher than the average rate in the market. These results are supported by the contribution of the directors. The information showing the comparison bonus payment for directors of the previous year as follows: Unit: Baht The Year approved for the bonus payment to Approved amount Actual amount paid the directors and sub-committees ,000,000 7,000, ,000,000 11,000, ,000,000 15,000,000 The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee was then approved to propose to the Shareholders Meeting for bonus payment to such Directors and Sub-committees of year 2011 at the amount of Baht 17,000,000 (Seventeen Million Baht). The Board of Directors has the intention to express its transparency and to comply with the principle of good governance. Therefore, the directors who will receive the remuneration shall abstain from voting for this Agenda. Resolved The meeting has considered and approved the bonus of the director and sub-committees of the year 2011 at the amount of Baht 17,000,000 (Seventeen Million Baht) with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: Vote for Number of Vote % of the all attending and (1 share = 1 vote) casting votes 1. Approve 4,298,592, Disapprove 45,241, Abstain 350,715,641 Not Count 26

27 Agenda 9 To consider the approval the appointment of auditors and determination the auditing fee for the Year The Chairman declared to the meeting that The Audit Committee have considered many auditors by considering on the performance s result, independent of the auditor, and proposed the Board of Directors to appoint the auditors of Ernst & Young Office Limited to be the auditors of the Company of the Year 2012 as per the following names: 1. Mrs. Gingkarn Atsawarangsalit CPA No.4496 and/ or 2. Miss Sumalee Reewarabandith CPA No.3970 and/ or 3. Mr. Sophon Permsirivallop CPA No.3182 This is because they have good standard in their performance, specialized in auditing, and well performed in their obligations for a long period of time. In addition, to compare with the quantity of work and the rate of audit fee of other listed companies in the same level, the committees opine that such audit fee is appropriate. And to approve the audit fee for year 2012 in amount Baht 2,520,000 having details of the audit fee for year 2012 as follows: Unit: Baht Audit Fee Annual auditing fee for the financial statements of 1,530,000 1,590,000 1,590,000 the Company and subsidiaries Quarterly reviewing fee for financial statements of 870, , ,000 the Company and subsidiaries for the whole year Total amount to request for approval 2,400,000 2,520,000 2,520,000 In the event that the auditors mentioned above are unable to perform their duties, Ernst & Young Office Limited shall assign other approved auditors of the company to examine the Company s account and express opinion on the Company s financial statement in place of them. The Company has appointed Ernst & Young Office Limited to be the audit firm of the Company until present for 5 years and Mrs. Gingkarn Atsawarangsalit who is assigned to be the auditor of the Company to examine and express opinion on the Company s financial statement since the Year 2010 up to present totaling for 3 years. However, the auditors have no conflict of interest with the Company/ subsidiary/executive/major shareholder or any person related to such person in which the auditors of the Company and the auditors of subsidiaries are in the same audit firm. The Chairman proposed to the shareholders meeting to consider and approve the appointment of the auditor as listed above to be the auditor of the Company for the year 2012 and the audit fee for the yearly financial statement of the Company and subsidiaries at the amount of Baht 1,590,000, the quarterly review of financial statement of the Company and subsidiaries for the 27

28 whole year at the amount of Baht 930,000, in total of Baht 2,520,000 (Two Million Five Hundred and Twenty Thousand Baht). Resolved The meeting has considered and approved to appoint the auditor from the office of Ernst & Young Office Limited as the auditors of the Company and subsidiaries for the accounting year of 2012 as follows: 1. Mrs. Gingkarn Atsawarangsalit CPA No.4496 and/ or 2. Miss Sumalee Reewarabandith CPA No.3970 and/ or 3. Mr. Sophon Permsirivallop CPA No.3182 With the audit fee for the yearly financial statement of the Company and subsidiaries at the amount of Baht 1,590,000, the quarterly review of financial statement of the Company and subsidiaries for the whole year at the amount of Baht 930,000, in total of Baht 2,520,000 (Two Million, Five Hundred and Twenty Thousand Baht). In the event that the said auditors are unable to perform his/her duties, Ernst & Young Office Limited shall provide other certified auditor of the Company to audit the account and express the opinion on the financial statement of the Company in place of them. The meeting adopted such resolution with the votes exceeding one-half of total votes of shareholders attending the meeting and casting votes, with following details: Vote for Number of Vote % of the all attending and (1 share = 1 vote) casting votes 1. Approve 4,645,369, Disapprove 298, Abstain 48,881,000 Not Count Shareholder: Director: Mr. Worapoj Boonsiri asked that since Bangkok Business newspaper posted the news that the competitor has solicited several employees of Home Pro and now the competitor has expanded several branches, will such reduce the advantage of HomePro? The solicitation of employee is common in the trade competition. However, Home Pro has protective measures by classifying efficient employees into the group called Talent Group, which the Company shall develop the employees in this group along side with the growth of the entity. So far, there were some employees leaving and some have retuned. Presently, the Company competes rather with itself whether and how each year the Company shall better develop. 28

29 Shareholder: Director: Shareholder: Director: Shareholder: Director: Shareholder: Director: Shareholder: Director: Shareholder: Director: Mr. Tanitsorn Areewong wanted to know the direction of the Company in the future if it is possible to increase branches to cover every province in Thailand and if there will be branch overseas, what is the reason? It may not be possible to cover every province in Thailand. For considering to have branch overseas, the Company shall consider the size of economy, the trend of growing and if the income per capita can move forward, also the channel of the sale and sourcing. Mr.Tanisorn Areewong asked if it is possible to reduce the size of the branch? This matter has not yet been considered. Mr. Kiatisak Sawaengharm asked for the operation results of subsidiary companies and the financial assistance. Since Market Village Co., Ltd. a subsidiary company, has made profit in its operation with surplus cash, the parent company therefore has borrowed fund for the business operation. Ms. Chanya Tanalarbcharoen asked how much income the Company has earned from abroad? The Company has not yet opened the branch, and therefore has no income but only expense at the moment. Ms. Chanya Tanalarbchaaroen asked if there is an effect to the Company from the change by the government of the wages to be Baht 300 and of the reduction of 7% of corporate income tax? For the income of wages to be Baht 300 and the reduction of corporate income tax of 7%, for both adjustments, there is no effect to the Company since the wages paid by the Company is higher than market. Thus, such adjustments are more positives to the company. Mr. Paiboon Sareewiwattana (proxy holder) would like the Company to increase the value of the equity because when comparing between the shareholder equity and the liabilities, it is very high. That is because most of the liabilities of HomePro has no interest. The determining of the shareholder equity cannot consider from the accounting or book value figure. It must consider the amount of market value or Market Cap and such is the case, shareholders equity is much higher than the liabilities. Therefore, the payment of high dividends should be continuingly maintained. As for the payment of dividend this time, since the Company has promised the shareholders to pay it in cash, after the Company has paid dividends by issuing shares several times, this time the Company paid dividend in cash. For the following years, the Company shall consider on a case 29

30 by case basis since next year the Company still open many new branches and thus many factors will have to be taken into consideration. Shareholder: Director: Ms. Patchanee Harnpramookkul asked how many percentage of total income the Company had from the income of EXPO event? Less than 5% since the EXPO event is aimed at making customer to know the Company and at returning the customs by being able to buy with lower price. Therefore, the income from the event is not much. No further inquiring from any shareholder, the Annual General Meeting of the Shareholders of the year 2012 adjourned at hrs. Signature (Mr. Anant Asavabhokhin) Chairman Signature (Ms. Wannee Juntamongkol) Company s Secretary 30

31 ก. Proxy (Form A) ก 20 / Made at /Date. /Month..../ Year. (1) / I/We... / Nationality / Reside at / Street / / Sub-District... / / District / Province... / Country... / Postal Code. (2) ก ก ( ) / Being (a) shareholder(s) of Home Product Center Plc., holding a total number of / shares ก ก / and having the right to vote equal to.... / votes as follows: / Ordinary share / share, ก ก / having the right to vote equal to.... / votes / Preferred share / share, ก ก / having the right to vote equal to.... / votes (3) / hereby appoint 1) / Name.. / Age... / year / Reside at... / Street / / Sub-District..... / / District... / Province... / Postal Code.... /or 2) / Name.. / Age... / year / Reside at... / Street / / Sub-District..... / / District... / Province... / Postal Code.... /or 3) / Name.. / Age... / year / Reside at... / Street / / Sub-District..... / / District... / Province... / Postal Code.... ก ก 1/2555 ก ก /only one of them to be my/our Proxy to represent myself/ ourselves for attending and voting on my/ our behalf at the Extraordinary General Meeting of the Shareholder No.1/2012 on Frdiay 5 th October 2012 at a.m. at Satorn room 1, No.1 Q-House Lumpini Building, 4 th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, 10120, or at any adjournment thereof. ก ก ก ก ก ก ก ก / Any act(s) taken by the Proxy at the meeting shall be deemed to be taken by myself/ ourselves in every respect. / Signed... / Appointer / Signed... / Proxy (.....) (.....) / Remarks ก ก กก / A shareholder appointing a Proxy must authorize only one Proxy to attend the meeting and cast the votes on his/her behalf. All votes of a shareholder may not be splited for more than one Proxy. 31

32 ก 20. Proxy (Form B) / Shareholder Registration No / Made at /Date. /Month..../ Year. (1) / I/We... / Nationality / Reside at..... / Street / / Sub-District... / / District / Province... / Country... / Postal Code. (2) ก ก ( ) / Being (a) shareholder(s) of Home Product Center Plc., holding a total number of / shares ก ก / and having the right to vote equal to.... / votes as follows: / Ordinary share / share, ก ก / having the right to vote equal to.... / votes / Preferred share / share, ก ก / having the right to vote equal to.... / votes (3) / hereby appoint 1) / Name.. / Age... / year / Reside at... / Street / / Sub-District.. / / District.... / Province... / Postal Code... /or 2) / Name.. / Age... / year / Reside at... / Street / / Sub-District.. / / District.... / Province... / Postal Code... /or 3) / Name.. / Age... / year / Reside at... / Street / / Sub-District.. / / District.... / Province... / Postal Code... ก ก 1/2555 ก ก /only one of them to be my/our Proxy to represent myself/ ourselves for attending and voting on my/ our behalf at the Extraordinary General Meeting of the Shareholders No.1/2012 on Friday 5 th October 2012 at a.m. at Satorn room 1, No.1 Q-House Lumpini Building, 4 th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, 10120, or at any adjournment thereof. (4) ก ก / In the meeting, I/ we authorize the Proxy to vote on behalf of myself/ ourselves as follows: 32

33 1 ก 2555 Agenda 1 To consider and approve the Minutes of the Annual General Meeting of the Shareholders for the year (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain 2 ก ก Agenda 2 To approve the allocation of the retained earning and the interim dividend payment. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain 3 ก 1,174,400,000 ก ก 4 ก ก Agenda 3 To consider and approve the increase of registered capital of 1,174,400,000 shares to support stock dividend payment and to amend Clause 4 of the Memorandum of Association of the Company on registered capital to be in line with the increase of registered capital. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain 4 ก ก Agenda 4 To approve the increased shares allocation. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain 5 ( ) Agenda 5 Any other business (If any). (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain 33

34 (5) ก ก ก ก / Vote of the Proxy holder for any agenda which is not in accordance with this Proxy shall be deemed that such vote is not correct and is not my/our casting of vote as a shareholder. (6) ก ก ก ก ก ก ก ก ก ก ก ก ก / In the case that I/we have not indicated my/our intention of vote in any agenda or have indicated it but not clear, or in the case the meeting will consider or adopt any resolution in addition to the matter indicated above, including any correction, change or addition of facts, the Proxy holder shall have the right to consider and vote for me/us in every respect as he/she deems appropriate. ก ก ก ก ก ก ก ก ก / Any act(s) taken by the Proxy holder at the meeting, except in the case the Proxy holder does not cast vote per my/our indication in the Proxy, shall be deemed to be taken by myself/ourselves in every respect. / Signed.. / Appointer / Signed... / Proxy (......) (......) / Remarks 1. ก ก กก A shareholder appointing Proxy must authorize only one Proxy to attend the meeting and cast the votes on his/her behalf. All shares shall not be splited into more than one Proxy to separately vote. 2. ก ก กก. In case there is (are) more agenda(s) to consider than the above mentioned, the appointer can specify the additional agenda in the attached sheet to the Proxy form B. 34

35 . Attached Sheet to the Proxy Form B ก ก ก ( ) / As a Proxy to act on behalf of the shareholder of Home Product Center Public Company Limited ก 1/2555 ก ก / In the Extraordinary General Meeting of the Shareholders No.1/2011 on Friday 5 th October 2012 at a.m. at Satorn room 1, No.1 Q-House Lumpini Building, 4 th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, 10120, or at any adjournment there of. / Agenda / Subject.. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain / Agenda / Subject.. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve / Disapprove ก / Abstain ก ก ก ก / I/ we hereby certify that all statements as appeared in this attached sheet to the Proxy form are true and correct. / Signed.. / Appointer / Signed... / Proxy (......) (......) / Date..../..../.... / Date..../..../

36 ก 20. ( ก Custodian ก ) Proxy (Form C) (For Foreign shareholders who authorize the custodian in Thailand as proxy) / Shareholder Registration No / Made at /Date. /Month..../ Year. (1) / I/We... / Nationality / Reside at... / Street.... / / Sub-District..... / / District / Province... / Postal Code. ก ก ก (As the Custodian of (Please specify the fund name/ shareholder name) ก... ก ก ( ) / am/ are (a) shareholder(s) of Home Product Center Plc., holding a total number of... / shares ก ก / and having the right to vote equal to. / votes as follows: / Ordinary share.... / share, ก ก / having the right to vote equal to.... / votes / Preferred share.... / share, ก ก / having the right to vote equal to.... / votes (2) / hereby appoint 1) / Name.. / Age... / year / Reside at... / Street / / Sub-District. / / District.... / Province... / Postal Code... /or 2) / Name.. / Age... / year / Reside at... / Street / / Sub-District. / / District.... / Province... / Postal Code... /or 3) / Name.. / Age... / year / Reside at... / Street / / Sub-District. / / District.... / Province... / Postal Code... /or ก ก 1/2555 ก ก /only one of them to be my/our Proxy to represent myself/ ourselves for attending and voting on my/ our behalf at the Extraordinary General Meeting of the Shareholders No.1/2012 on Friday 5 th October 2012 at a.m. at Satorn room 1, No.1 Q-House Lumpini Building, 4 th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, 10120, or at any adjournment thereof. 36

37 (3) ก / In the meeting, I/ we authorize the Proxy to attend and vote on behalf of myself/ ourselves as follows: ก / Equal to the total number of my/ our shares and having the right to vote. / assign partial number of my/our shares and having the right to vote as follows; / Ordinary share / shares ก / having the right to vote equal to / shares / Preferred share / shares ก / having the right to vote equal to / shares ก / Total votes are / shares (4) ก ก / In the meeting, I/ we authorize the Proxy to vote on behalf of myself/ ourselves as follows: 1 ก 2555 Agenda 1 To consider and approve the Minutes of the Annual General Meeting of the Shareholders for the year (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares 2 ก ก Agenda 2 To approve the allocation of the retained earning and the interim dividend payment. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares 3 ก 1,174,400,000 ก 4 ก ก Agenda 3 To consider and approve the increase of registered capital of 1,174,400,000 shares to support stock dividend payment and to amend Clause 4 of the Memorandum of Association of the Company on registered capital to be in line with the increase of registered capital. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: 37

38 / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares 4 ก ก Agenda 4 To approve the increased shares allocation. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares 5 ( ) Agenda 5 Any other business (If any). (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares (5) ก ก ก ก / Vote of the Proxy holder for any agenda which is not in accordance with this Proxy shall be deemed that such vote is not correct and is not my/our casting of vote as a shareholder. (6) ก ก ก ก ก ก ก ก ก ก ก ก ก / In the case that I/we have not indicated my/our intention of vote in any agenda or have indicated it but not clear, or in the case the meeting will consider or adopt any resolution in addition to the matter indicated above, including any correction, change or addition of facts, the Proxy holder shall have the right to consider and vote for me/us in every respect as he/she deems appropriate. ก ก ก ก ก ก ก ก ก / Any act(s) taken by the Proxy holder at the meeting, except in the case the Proxy holder does not cast vote per my/our indication in the Proxy, shall be deemed to be taken by myself/ourselves in every respect. 38

39 / Signed.. / Appointer / Signed... / Proxy (......) (......) / Remarks 1.. / ก ก (Custodian) ก / This Form C Proxy shall be used only in the case the shareholder whose name appears in the Register is overseas investor and has appointed custodian in Thailand as a depositee of the shares only. 2. ก ก / Evidences to be attached to the Proxy are: 2.1 ก (Custodian) ก / Letter of authorization from the shareholder to grant the custodian to proceed with the signing on the Proxy for the shareholder. 2.2 ก ก (Custodian)/ A document confirming that the signor on the Proxy for the shareholder has been permitted to engage in the custodian business. 3. ก ก กก / A shareholder appointing a Proxy must authorize only one Proxy to attend the meeting and cast the votes on his/her behalf. All shares shall not be splitted into more than one Proxy to separately vote. 4. ก ก กก. / In case there is (are) more agenda(s) to consider than the above mentioned, the appointer can specify the additional agenda in the attached sheet to the proxy form C. 39

40 . Attached Sheet to the Proxy Form C ก ก ก ( ) / As a Proxy to act on behalf of the shareholder of Home Product Center Public Company Limited ก 1/2555 ก ก / In the Extraordinary General Meeting of the Shareholder No.1/2012 on Friday 5 th October 2012 at a.m. at Satorn room 1, No.1 Q-House Lumpini Building, 4 th Floor, South Satorn Road, Tungmahamek Sub District, Satorn District, Bangkok, 10120, or at any adjournment thereof. / Agenda / Subject.. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares / Agenda / Subject.. (ก) ก ก / The Proxy has the right to consider and vote on behalf of myself/ ourselves in all agendas as appropriate. ( ) ก / The Proxy shall vote in accordance with my/ our objectives as follows: / Approve.... / shares / Disapprove... / shares ก / Abstain.... / shares ก ก ก ก / I/ we hereby certify that all statements as appeared in this attached sheet to the Proxy form are true and correct. / Signed.. / Appointer / Signed... / Proxy (......) (......) / Date..../..../.... / Date..../..../

41 Attachment 2 Brief biographies of the Independent Director who is assigned to be proxy. Committee Information Name Surname Mr. Chanin Roonsamrarn Age 64 Independent Director, Audit Committee and Nomination and Position Remuneration Committee Educational Educational Major University Master Degree Business Administration Fort Hays State University, Kansas, USA Institution Thai Institute of Directors Association (IOD) Program Director Certification Program (DCP) 2002 Program The Role of Chairman (RCM) 2002 Working Experience During Position Company Name Type of Business Present Audit Committeey, Independent Director and Home Product Center Plc. Home improvement Nomination and Remuneration Committee retailing Present Chief Executive Director SBL Leasing Co., Ltd. Leasing Present Independent Director, Audit Committee, Chairman of Risk Management Committee and Human Resource and Remuneration Director The Siam Commercial Samaggi Insurance Plc. Insurance Present Independent Director, Audit Committee, Thai Reinsurance Plc. Insurance Remuneration Committee and Nomination Committee President and Chief Executive officer The Siam Industrial Credit Plc. Financial Institution At the present, Mr. Chanin is the director of 3 listed companies and 1 non-listed company. Listed Companies Home Product Center Plc. The Siam Commercial Samaggi Insurance Plc. Thai Reinsurance Plc. SBL Leasing Co., Ltd. Non - Listed Companies Shareholding - shares Proportion - warrant (ESOP) - shares 41