INVITATION LETTER FOR AGM 2019
Friday, 26 April 2019 at 2.00 p.m.
The Four Wings Hotel Bangkok, KANYALAK BALLROOM, 40 Sukhumvit Road 26 Klongtoey, Bangkok, THAILAND, 10110 Contents
Page
1. Invitation for Annual General Shareholder Meeting forYear2019 2 2. Supporting documents for AGM 2019,Agenda1 7 3. Supporting documents for AGM 2019,Agenda2 8 4. Supporting documents for AGM 2019,Agenda3 30 5. Supporting documents for AGM 2019,Agenda4 31 6. Articles of Association of BEC World Plc. (Only General Meeting Section) 36 7. List of documents required for registration prior to attend the meeting 42 8. Power of Attorney Form B 46 9. Power of Attorney Form C 48 10. Map of The Four Wings Hotel 50
Supporting Documents for AGM 2019 Page 1 of 50 (TRANSLATION)
Invitation letter for Annual General Shareholder Meeting 2019
29 March 2019
Re: Invitation for Annual General Shareholder Meeting for Year 2019
To: Company Shareholders
Enclosures: 1. Supporting Documents for the Meeting 2. Annual Report 2018 3. Articles of Association of the Company regarding General Meeting of Shareholders 4. Proxy Form 5. List of required documents for registration to attend the Meeting 6. The Four Wings Hotel Map
BEC World Public Company Limited (“Company”) will arrange Annual General Shareholder Meeting (“AGM”) for year 2019 to be held on Friday, 26 April 2019 at 2.00 p.m. at The Four Wings Hotel Bangkok, KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey Sub-District, Klongtoey District, Bangkok, THAILAND, 10110, to consider the following agendas:
1st Agenda: To acknowledge the Board of Director Report
Objective and Reason: According to the Articles of Association of the Company, the AGM has to consider the Board of Directors’ Annual Report presented to the meeting regarding the Company operation for the previous year. The Board of Directors report regarding Company operation in 2018 has been shown in Annual Report 2018 and for convenience of all shareholders, a copy of such Annual Report 2018 is also enclosed as supporting document for the 1st agenda.
Board Decision: The Board of Directors opines that the shareholder meeting should acknowledge the aforesaid Company operation report for 2018.
This matter is for the shareholders’ information and acknowledgement without voting to pass this resolution.
2nd Agenda: Consideration to approve the financial statement for the Fiscal Year as of 31 December 2018 and acknowledge the relevant auditor’s report
Objective and Reason: According to Articles of Association of the Company, the Board of Directors has to prepare the balance sheet and profit and loss statement at the end of fiscal year for Company's auditor examination and consideration, and subsequently approve by the Audit Committee and the Board of Directors before submitting for approval by the AGM. The financial statement for the year ended 31 December 2018 and auditor report including its explanation, analysis report of management division has been shown in Annual Report 2018 and already sent to all shareholders together with invitation letters for this shareholder meeting.
Supporting Documents for AGM 2019 Page 2 of 50 Board Decision: The Board of Directors opines that the shareholder meeting should approve the financial statement for the year ended 31 December 2018 as already audited and reported without qualified opinion by the auditor and acknowledge the said auditor’s report.
Pursuant to the law, this matter requires an affirmative resolution passed by a majority of the total number of votes of the shareholders who attend the meeting and cast their votes.
3rd Agenda Consideration to allocate the net profit for reserved fund and approve the payment of the dividend for year 2018
Objective and Reason: According to the Company’s Articles of Association, the Company shall allocate part of its annual net profit as reserved fund in the amount of not less than 10 percent of its registered capital. In addition, the dividend payment shall be made from the Company’s profit. If the Company has accumulated losses, the dividend payment will be prohibited. In this regard, dividend payment required the shareholder meeting’s approval. Nevertheless, the Board of Directors may pay interim dividends to shareholders from time to time if the Board of Directors is of the view that there are sufficient profits to do so. Upon the announcement of interim dividend payment, the Board of Directors shall report such payment to the subsequent meeting of shareholders for acknowledgement.
The Company has a customary payment policy to pay dividend at least 90% of net profit to the shareholders as shown in consolidated financial statement and under such practice, the Company will pay dividend for 2 times per year, i.e., interim dividend payment upon informing public about operating result in second quarter of each year, and annual dividend payment as approved by AGM. In this regard, the Company has already allocated reserved fund in the amount of Baht 200,000,000 (Two Hundred Million Baht) or 10 percent of its registered capital in accordance with the law and the Company’s Articles of Association.
For 2018, BEC World Group suffered loss in the shareholder equity in the amount of Baht 330,178,407 (Three Hundred Thirty Million One Hundred Seventy-Eight Thousand Four Hundred and Seven Baht). In this regard, BEC World’s net profit in the shareholder equity shown in the Company’s separate financial statement is Baht 545,984,308 (Five Hundred Forty-Five Million Nine Hundred Eighty-Four Thousand Three Hundred and Eight Baht). The remaining unallocated retained earnings of the Company as of 31 December 2018 is Baht 2,691,422,436 (Two Thousand Six Hundred Ninety-One Million Four Hundred Twenty-Two Thousand Four Hundred and Thirty-Six Baht) as stated in its consolidated financial statement, and 3,190,411,326 Baht (Three Thousand One Hundred Ninety Million Four Hundred Eleven Thousand Three Hundred and Twenty-Six Baht) as stated in its separate financial statement.
Board Decision: Since the Company suffered loss in 2018 in the amount of Baht 330,178,407 (Three Hundred Thirty Million One Hundred Seventy-Eight Thousand Four Hundred and Seven Baht) or Baht 0.17 net loss (seventeen satang net loss) per share as shown in the consolidated financial statement, the Board of Directors opines to propose to the AGM 2019 to refrain from paying the dividend for the operating result in 2018.
Pursuant to the law, this matter requires an affirmative resolution of a majority vote of the total number of votes of the shareholders who attend the meeting and cast their votes.
Supporting Documents for AGM 2019 Page 3 of 50 4th Agenda: To consider and elect directors in replacement of directors retiring by rotation
Objective and Reason: According to section 71 of the Public Limited Company Act and the Articles of Association of the Company, the Company shall have at least 5 directors and one-third of all directors shall be due by rotation retirement at the AGM. The directors who serve the Company for the longest period are due by rotation retirement and could be re-elected for another term by the shareholder meeting.
As of now, there are 13 directors of the Company. For this 2019, there are 3 directors who are due by rotation retirement as follows: 1.) Mr .Somchai Boonnamsiri - Independent Director, Chairman of the Board of Directors, and Chairman of the Audit Committee; 2.) Mr .Chansak Fuangfu – Independent Director and Chairman of the Risk Management Committee; and 3.) Mr. Matthew Kichodhan - Non-Executive Director
From 1 October 2018 to 31 December 2018, the Company offered shareholders an opportunity to propose any person, having proper qualification to be appointed as director to the AGM 2019 for consideration. In this regard, there has been no candidate proposed by shareholders so far.
Pursuant to the Articles of Association of the Company, there is no restriction to re-elect the directors who are due by rotation retirement as directors for another term. In addition, by inquiring the said retired directors, they are pleased to be directors for another term. The Nominating and Remuneration Committee (excluding an interested person) is of the view that the above retired directors are qualified under the Public Company Act and have no offence record under the Securities and Exchange Act. Furthermore, the retired directors have good knowledge in the Company business which is very beneficial for Company’s advantage. Previously, the retired directors performed their duty with responsibility, care and honesty, which was in accordance with the relevant law, the Company’s objectives, Articles of Association and the resolutions of shareholders meeting. In addition, the Independent Directors are also independent in making their decisions.
The proposed directors’ personal background and experience are presented in the supporting documents for 4th agenda.
Board Decision: The Board of Directors (excluding the interested person) agreed with the suggestion of the Nomination and Remuneration Committee that the shareholder meeting should re-elect Mr.Somchai Boonnamsiri, Mr. Chansak Fuangfu and Mr. Matthew Kichodhan who are due by rotation retirement as directors for another term since the qualification of the three nominated persons is suitable for the Company’s business operation, also the decision of the Independent Directors is also independent and is in accordance with relevant regulations.
5th Agenda: To consider and approve director remuneration for the Year 2019
Objective and Reason: According to the Articles of Association of the Company, the director has the right to receive some remunerations, i.e., salary, compensation, meeting allowance, allowance, bonus, welfares and other remunerations in the same manner. However, the Company makes payment only meeting allowance and compensation to its directors.
Board Decision: The Board of Director opines that the shareholder meeting should fix the remuneration for director and sub-committee member for 2019, as follows:
Supporting Documents for AGM 2019 Page 4 of 50 A. The meeting allowance: 1.) The meeting allowance for each director meeting should be fixed at the same rate as the previous year, as follows: - For the Chairman of the Board of Director shall be fixed at Baht 30,000 )Thirty Thousand Baht). - For other directors shall be fixed at Baht 20,000 (Twenty Thousand Baht).
2.) The meeting allowance for each meeting of any sub-committee should be fixed as follows: - For the Chairman of each Committee shall be fixed at Baht 25,000 (Twenty-Five Thousand Baht). - For each member of the committee shall be fixed at Baht 20,000 (Twenty Thousand Baht). B. Compensation: in the amount of Baht 18,000,000 (Eighteen Million Baht), equal to the previous year (The Company has been using this same compensation rate without any other types of remuneration for over 9 years since 2010). In addition, the Company requests the shareholders meeting to assign the Board of Directors to allocate and use this budget as deemed appropriate.
Pursuant to the law, this matter requires an affirmative resolution of a two-third vote of the total number of votes of the shareholders who attend the meeting.
6th Agenda: To consider and approve the appointment of auditor and auditing Fee for the Year 2019
Objective and Reason: In accordance with the Public Limited Company Act, specifying that the shareholder meeting shall appoint auditor and fix auditing fee of the Company every year provided that the same auditor may be re-appointed.
The Audit Committee has been assigned by the Board of Directors to select and propose the appointment or dismissal of the Company Group’s auditor including the remuneration. The Audit Committee recommended the Board of Director to nominate Dr. Virach Aphimeteetamrong, CPA# 1378 and/or Mr. Chaiyakorn Aunpitipongsa CPA# 3196, and/or Mr. Apiruk Ati-anuwat CPA# 5202 and/or Dr. Preecha Suan CPA# 6718 of Dr. Virach & Associates Office, the prior auditor, to be the auditor of BEC Group Company for the fiscal year 2019, due to their abilities, expertise and reliability. In addition, their performance in the past is acceptable and reliable. They are also independent auditors, having no personal relationship or interests with the Company and its subsidiaries, executives, major shareholders or related person of such aforesaid person. Also, there is no transaction which could have a conflict of interest with the Company. In addition, Dr. Virach Aphimeteetamrong is the auditor who has certified the financial statement of the Company for 1 year, since 2018 until present.
The Audit Committee considers and opines that the AGM 2019 should appoint Dr. Virach Aphimeteetamrong and/or Mr. Chaiyakorn Aunpitipongsa and/or Mr. Apiruk Ati-anuwat and/or Dr. Preecha Suan of Dr. Virach & Associates Office to be the auditors of the BEC Group Company for the fiscal year 2019 again.
With respect to auditing fees for 2019, the auditors proposes to reduce the auditing fee in accordance with the proposal of Audit Committee regarding the amount of work that is expected to be reduced due to the termination of the operation of the two subsidiaries that do not generate profits. Although, there is also an increase of works from the new media business and Digital TV business (from the expansion of business), the total amount of work is still lower than last year. Therefore, the auditor is pleased to reduce the auditing fee and propose the auditing fee for the Company group and all subsidiaries in the amount of Baht 7,177,000 (Seven Million One Hundred and Seventy-Seven Thousand Baht), which is Baht 123,000 (One Hundred and Twenty-Three Thousand Baht) or 1.68% lower comparing to last year. In this
Supporting Documents for AGM 2019 Page 5 of 50 regard, the auditing fees can be separated into two parts as follows; the auditing fee for the Company is Baht 1,390,000 (One Million Three Hundred and Ninety Thousand Baht) which is the same rate as the previous year and Baht 5,787,000 (Five Million Seven Hundred and Eighty-Seven Thousand Baht) for subsidiaries.
The Audit Committee is of the view that the proposed auditing fee is appropriate and is suitable with the expected amount of work in the BEC Group Company due to the termination of the businesses of the subsidiaries that do not generate profits. The Audit Committee therefore proposes the above auditing fee to the Board of Directors meeting to consider to propose this agenda to the AGM 2019 for approval.
Board Decision: The Board of Directors agrees with the suggestion of the Audit Committee that the shareholder meeting should appoint Dr. Virach Aphimeteetamrong, CPA# 1378 and/or Mr. Chaiyakorn Aunpitipongsa CPA# 3196 and/or Mr. Apiruk Ati-anuwat CPA# 5202 and/or Dr. Preecha Suan CPA# 6718 of Dr. Virach & Associates Office as the Company Group’s auditors for the fiscal year 2019, and the meeting should fix the auditing fee 2019 for the Company and the BEC Group’s subsidiaries in the amount of Baht 7,177,000 (Seven Million One Hundred and Seventy-Seven Thousand Baht), which is Baht 123,000 (One Hundred and Twenty-Three Thousand Baht) or 1.68% lower comparing to last year. Based on such amount, the auditing fee for the Company is Baht 1,390,000 (One Million Three Hundred and Ninety Thousand Baht) which is the same rate as the previous year and Baht 5,787,000 (Five Million Seven Hundred and Eighty-Seven Thousand Baht) for subsidiaries. In addition, the Board of Directors is of the view that the proposed auditing fees is appropriate and is suitable with the expected amount of work in the BEC Group Company.
Pursuant to the law, this matter requires an affirmative resolution of a majority vote of the total number of votes of the shareholders who attend the meeting and cast their votes.
The Company fixes the Record Date on 29 March 2019 to determine the names of the shareholders who are entitled to attend and cast the vote in the 2019 AGM.
We would appreciate if you could attend the meeting on the day and at the time and place, so indicated. In case that you could not attend the shareholder meeting and wish to appoint a proxy, which may be made to any one of our independent directors, to attend the meeting and vote on your behalf, please kindly fill in the attached proxy form and deliver it to the Company together with the required supporting documents within 23 April 2019.
Yours faithfully, BEC World Public Company Limited
(Mr. Somchai Boonnamsiri) Chairman of the Board
Supporting Documents for AGM 2019 Page 6 of 50 Supporting documents for AGM 2019, Agenda 1: To acknowledge the Board of Director report Board of Directors’ Report
To: Company Shareholders BEC World Public Company Limited 2018 is another year which our industry regressed slightly since the beginning of the year, compared to 2017 . Consequently, despite the fact that we can generate more advertising revenue from our new channels almost Baht 200 million, BEC World Group’s, whose revenue base is higher than other operators in the past, advertising revenue generation in 2018 is only Baht 8,789 million which is 10.2% or Baht 1,011 million lower compared to the previous year. However, due to the organization restructuring and our effort to create new revenue bases, BEC World Group is able to generate more revenue from copyright licensing and other services, which is 70 % or Baht 436 million higher than the last year. As a result of the continuous regression of advertising expenditure since the beginning of 2015 and the fact that there is no indication whatsoever for any change to the current trend, BEC World Group has been constantly controlling the costs and expenses since many years ago to reduce the loss while we are waiting for the rise of advertising expenditure. However, the intense competition from new channels, who becoming more known after operating more than four years, is the major obstacle for BEC World Group to maintain its costs and expenses as we need to keep our audience share. Despite our need to create new sources of incomes and having expenses from the reduction of organization size and the adjustment of the reserve expenses for employees’ long-term benefits as special expenses, our cost and expense still decrease considerably compared to the previous year. Nevertheless, we still able to maintain our position as the top-rated television channel as ever. Despite the fact that, in 2018, our revenue from copyright licensing and other services is Baht 436 million higher compared to the previous year and the fact that we had made effort to reduce the costs and expenses, our advertising revenue still plunged by Baht 1,011 million due to the regressive trend of the industry. In addition, since we have special expenses from the reduction of the organization size and the adjustment of the reserve expenses for employees’ long- term benefits, BEC World Group’s profit for 2018, which is the shareholder equity, is Baht 391 Million lower compared to the last year. Consequently, we suffered loss in the amount of Baht 330 million. Despite the significant dropped in the profit compared to the last year, BEC World Group financial position is still stable and we can still generate cash flow from our operation at a high rate as before. Moreover, due to the governments’ measure to delay the payment of licenses, the Company has more current assets with a decrease of current liabilities. As a result, it has a higher liquidity ratio. In the early year of 2019, although there is no indication that the advertising expenditure will increase, but from the projected higher growth rate of macro-economic, the national elections and various economic stimulus, as well as the well-known plan to adjust the distribution of revenue, it is expected that the domestic purchasing power will grow. This growth of the domestic purchasing power will be the main factor to stimulate more competition in the domestic consumer market. Therefore, we are anticipating the growth of advertising expenditure in this year. We still committed to expand this business which is our expertise to create a stable and sustainable business growth. In this regard, we will focus increasing the efficiency of revenue generation and controlling the costs and expenses to reduce loss as before. Despite the drop in our operating result in the previous year due to unfavorable environment, it is a result of the efforts, dedication, abilities and cooperation of our employees and associates at all levels, as well as the good support from customers, mass media, investors, our shareholders and the public. On behalf of the Board of Directors of BEC World Plc., we hereby expressed our sincere gratitude to all concerned parties.
(Mr. Somchai Boonnamsiri) Chairman of the Board
Supporting Documents for AGM 2019 Page 7 of 50 Supporting documents for AGM 2019, Agenda 2: Consideration to approve the financial statement for the Fiscal Year as of 31 December 2018 and acknowledge the relevant auditor’s report
Supporting Documents for AGM 2019 Page 8 of 50 REPORT OF THE BOARD OF DIRECTOR’S RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The accompanied financial statements comprised of Statements of Financial Position, Statements of Income, Statement of Comprehensive Income, Statements of Changes in Shareholders’ Equity, Statement of Cash Flows and Notes to the Financial Statements have been prepared by the management in conformity with generally accepted financial report principles and appropriate accounting policies applied consistently and based on management’s best estimates and judgments with adequate disclosure of material issues.
The Board of Directors has set up and maintained effective internal control system designed to provide the management with reasonable assurance that transactions are recorded properly, the assets are safeguarded and that material frauds and malpractices are precluded. The Board of Director also appointed the Audit Committee, which comprises of Independent Non-Executive Directors to review the accuracy and sufficiency of the company’s financial reports and to ensure the adequacy and the efficiency of the internal control systems of the Company. Opinion of the Audit Committee is shown in Audit Committee’s Report published in this Annual Report.
BEC World Plc. also arranged to have independent certified public accountant as auditor auditing the financial statements. The auditor performed audits of the financial statements in accordance with generally accepted auditing standards and expressed his independent opinion on the true and fair of the company’s financial positions and performance of its operations as stated in the financial statements. Auditor’s Report is also shown in this Annual Report.
(Mr. Somchai Boonnamsiri) Chairman On behalf of the Board of Directors
Supporting Documents for AGM 2019 Page 9 of 50 AUDITOR’S REPORT To The Shareholders of BEC World Public Company Limited
Opinion I have audited the consolidated financial statements of BEC World Public Company Limited and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2018, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and have also audited the separate financial statements of BEC World Public Company Limited for the same period.
In my opinions, the financial statements referred to above present fairly, in all material respects, the financial position of BEC World Public Company Limited and its subsidiaries and of BEC World Public Company Limited as at December 31, 2018, their financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting Standards.
Basis for Opinion I conducted my audit in accordance with Thai Standards on Auditing. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report. I am independent of the Group in accordance with the Code of Ethics for Professional Accountants as issued by the Federation of Accounting Professions as relevant to my audit of the financial statements, and I have fulfilled my other ethical responsibilities in accordance with the Code. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
Key Audit Matters Key audit matters are those matters that, in my professional judgment, were of most significance in my audit of the financial statements of the current period. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.
Testing the amount of deferred right to use spectrum As at December 31, 2018, the consolidated financial statements have deferred right to use spectrum to provide digital television operating amount of Baht 3,967.78 million. Which is considered to be a significant asset in the Group’s consolidated statements of financial position, was disclosed in Notes 3.17 and 16 to the financial statements. Digital television is at an intense competition, and as such, there is a risk that operation results may not be in line with initial forecasts, that the deferred right to use spectrum may possibly be impaired. Therefore, management involved judgment in the estimation cash flow of the recoverable amount in the future.
In evaluating the impairment of right to use spectrum by management, my audit procedures included, among others • Gaining an understanding discounted cash flow projection, approved by management. • Assessing the discounted cash flow projection by evaluating the key assumptions and actual operation results, as well as assessing the appropriateness of discount rate used and testing the computation of discounted cash flow projection. • Evaluating the adequacy of the financial statements disclosures in accordance with Thai Financial Reporting Standards. The results of a test are satisfactory, and in my opinions, the deferred right to use spectrum value is appropriate as stated.
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 39
Supporting Documents for AGM 2019 Page 10 of 50 Other Information Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and my auditor’s report thereon. The annual report of the Group is expected to be made available to me after the date of this auditor’s report.
My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.
In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated.
When I read the annual report, if I conclude that there is a material misstatement therein, I am required to communicate the matter to those charged with governance for correction of the misstatement.
Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Thai Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Thai Standards on Auditing, I exercise professional judgement and maintain professional skepticism throughout the audit. I also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
40 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 11 of 50 • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the group audit. I remain solely responsible for my audit opinion.
I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.
I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
(Dr.Virach Aphimeteetamrong) Certified Public Accountant Registration No. 1378 February 18, 2019
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 41
Supporting Documents for AGM 2019 Page 12 of 50 STATEMENTS OF FINANCIAL POSITION
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES AS AT DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS Notes 2018 2017 2018 2017
ASSETS Current Assets Cash and cash equivalents 3.2 and 4 2,116,369,177 1,193,389,737 652,874,859 241,376,628 Short-term investments Investments in Open-end Fund 3.3 and 5 50,006,721 - - - Investments in related party 11 - 2,674,307 - - Warrant 3.4 and 10.2 1,864,000 5,359,000 1,864,000 5,359,000 Total short-term investments 51,870,721 8,033,307 1,864,000 5,359,000 Trade and other receivables 3.5, 3.6 and 6 1,127,830,896 1,148,635,342 1,916,070,508 1,848,057,000 Current portion of receivable from investment disposal 3.7 and 11 15,656,902 53,627,524 - - Short-term loans to related parties 7 26,330,248 25,947,360 4,822,525,655 4,328,018,779 Inventories 3.8 and 8 4,436,938 5,129,685 2,885,582 2,404,056 Other current assets 9 858,881,334 799,745,486 251,678,980 247,699,610 Total Current Assets 4,201,376,216 3,234,508,441 7,647,899,584 6,672,915,073
Non-current Assets Available-for-sale securities 3.10 and 10.1 119,995,000 185,235,000 119,995,000 185,235,000 Investments in associates 3.11 and 11 167,926,146 150,886,261 - - Investments in subsidiaries 3.11 and 11 - - 1,000,591,728 1,000,591,728 Bank deposits with obligation 11,905,000 92,086,891 - - Other long-term investments 3.12 3,000,000 3,000,000 - - Investments property 3.13 and 12 5,800,000 5,850,000 600,000 650,000 Property, plant and equipment 3.14 and 13 485,195,831 663,718,759 36,159,487 42,925,924 Intangible assets 3.15 and 14 116,879,858 151,907,476 978,428 993,710 Deferred right to use property 3.16 and 15 166,089,018 383,952,554 - - Deferred right to use spectrum 3.17 and 16 3,967,775,922 4,352,536,340 - - Deferred additional compensation 3.18 and 17 57,674,050 104,454,114 - - Deferred pictures rental, picture products, plays and copyright charges 3.19 and 18 2,441,934,400 3,044,181,364 1,350,512,389 1,981,888,131 Deposit on pictures copyright 342,564,602 111,818,085 342,564,602 111,818,085 Prepaid plays production 532,508,679 772,190,679 532,508,679 771,830,679 Deferred tax assets 3.22 and 32 954,030,289 617,344,032 45,531,242 40,862,969 Other non-current assets 19 745,418,616 457,243,143 10,574,367 10,424,417 Total Non-current Assets 10,118,697,411 11,096,404,698 3,440,015,922 4,147,220,643 TOTAL ASSETS 14,320,073,627 14,330,913,139 11,087,915,506 10,820,135,716
Notes to the financial statements form an integral part of these statements.
42 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 13 of 50 STATEMENTS OF FINANCIAL POSITION
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES AS AT DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS Notes 2018 2017 2018 2017
LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Bank overdrafts and short-term borrowings from financial institutions 20 358,230,855 249,884,692 - - Trade and other payables 21 662,602,827 953,057,592 294,721,230 262,535,273 Accrued expenses 415,979,982 390,788,977 52,711,931 67,097,743 Current portion of financial leases 3.20 and 24 4,226,153 3,754,672 - - Current portion of accrued right to use spectrum 25 - 471,987,916 - - Short-term borrowings from subsidiaries 22 - - 940,000,000 1,210,000,000 Corporate income tax payable 59,800,038 43,364,351 6,694,956 10,078,872 Other current liabilities 23 773,588,091 337,927,146 162,209,787 135,918,955 Total Current Liabilities 2,274,427,946 2,450,765,346 1,456,337,904 1,685,630,843 Non-current Liabilities Financial leases 3.20 and 24 684,241 4,910,394 - - Accrued right to use spectrum 25 2,193,648,568 1,674,373,342 - - Debentures 3.21 and 26 2,997,627,720 2,996,933,394 2,997,627,720 2,996,933,394 Provision for long-term employee benefits 3.27 and 27 616,209,189 657,169,648 52,676,746 54,866,094 Other non-current liabilities 1,098,627 1,224,627 - - Total Non-current Liabilities 5,809,268,345 5,334,611,405 3,050,304,466 3,051,799,488 Total Liabilities 8,083,696,291 7,785,376,751 4,506,642,370 4,737,430,331 Shareholders’ Equity Share capital Authorized share capital 2,000,000,000 common stocks of Baht 1 par value 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 Issued and paid-up share capital 2,000,000,000 common stocks at Baht 1 each 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 Premium on common stocks 1,166,724,373 1,166,724,373 1,166,724,373 1,166,724,373 Retained earnings Appropriated Legal reserve 30 200,000,000 200,000,000 200,000,000 200,000,000 Unappropriated 2,691,422,436 2,946,781,470 3,190,411,326 2,639,651,575 Other components of shareholders’ equity 26,000,334 78,599,456 24,137,437 76,329,437 Total Shareholders’ Equity of Parent Company 6,084,147,143 6,392,105,299 6,581,273,136 6,082,705,385 Non-controlling interests 152,230,193 153,431,089 - - Total Shareholders’ Equity 6,236,377,336 6,545,536,388 6,581,273,136 6,082,705,385 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 14,320,073,627 14,330,913,139 11,087,915,506 10,820,135,716
Notes to the financial statements form an integral part of these statements.
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 43
Supporting Documents for AGM 2019 Page 14 of 50 STATEMENTS OF INCOME
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS Notes 2018 2017 2018 2017
REVENUES Advertising income 8,878,845,072 9,890,202,808 890,028,160 855,174,000 Income from copyright and other services 1,054,795,070 618,592,188 2,967,506,044 2,788,775,565 Income from organizing concerts and shows 368,530,254 454,198,065 - - Sales of goods 73,521,436 71,972,501 18,910,223 2,461,309 Dividend income 11 - - - 609,989,290 Other incomes Interest income 16,607,788 14,026,502 163,083,510 149,301,861 Gain on disposal investments property - 29,326,264 - - Gain on reversal of provision liabilities - 28,908,831 - - Others 94,109,504 104,610,832 24,992,139 14,331,511 Total other incomes 110,717,292 176,872,429 188,075,649 163,633,372 Total Revenues 10,486,409,124 11,211,837,991 4,064,520,076 4,420,033,536
EXPENSES Cost of sales and services 8,480,346,039 8,790,307,489 2,866,124,631 2,864,236,508 Cost of organizing concerts and shows 308,825,928 386,498,435 - - Selling expenses 411,052,064 378,740,690 3,428,683 3,929,147 Administrative expenses 1,361,171,461 1,398,322,528 362,713,337 285,409,774 Provision for long-term employee benefits expenses according to the draft of Labor Protection Act 27 134,813,300 - 8,409,558 - Directors’s remuneration 28 23,170,000 22,355,000 23,170,00 22,355,000 Finance costs 29 168,737,532 181,847,047 121,262,375 116,766,088 Total Expenses 31 10,888,116,324 11,158,071,189 3,385,108,584 3,292,696,517
Share of profit of associates held by subsidiary 17,681,017 14,220,428 - - Profit (loss) before Income tax (384,026,183) 67,987,230 679,411,492 1,127,337,019 Income tax expenses (revenues) 3.23 และ 32 (72,086,490) 41,071,483 133,427,184 107,382,866 Profit (loss) for the years (311,939,693) 26,915,747 545,984,308 1,019,954,153 Profit (loss) attributable to Equity holders of the parent (330,178,407) 61,012,106 545,984,308 1,019,954,153 Non-controlling interests 18,238,714 (34,096,359) - - (311,939,693) 26,915,747 545,984,308 1,019,954,153
Earnings (loss) per share to equity holders of the parent Basic Earnings (Loss) Per Share 3.24 (0.17) 0.03 0.27 0.51 Issued and paid-up 2,000,000,000 common stocks
Notes to the financial statements form an integral part of these statements.
44 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 15 of 50 STATEMENTS OF COMPREHENSIVE INCOME
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS 2018 2017 2018 2017
Profit (loss) for the years (311,939,693) 26,915,747 545,984,308 1,019,954,153
Other Comprehensive Income (Loss):- Components of other comprehensive income that will be reclassified to profit or loss : Translation of financial statements differences (678,537) (9,894,670) - - Loss on remeasuring available-for-sale securities (65,240,000) (68,735,000) (65,240,000) (68,735,000) Components of income tax 13,048,000 13,747,000 13,048,000 13,747,000 Loss on remeasuring available-for-sale securities-net of tax (52,192,000) (54,988,000) (52,192,000) (54,988,000) Components of other comprehensive income that will not be reclassified to profit or loss : Actuarial gain from employee benefit plan 89,303,774 - 5,969,303 - Component of income tax (17,850,398) - (1,193,860) - Actuarial gain from employee benefit plan-net of tax 71,453,376 - 4,775,443 - Actuarial loss from employee benefit plan of associate hold by subsidairy-net of tax (42,159) - - - Other comprehensive income (loss) for the years-net of tax 18,540,680 (64,882,670) (47,416,557) (54,988,000) Total comprehensive income (loss) for the years (293,399,013) (37,966,923) 498,567,751 964,966,153
Total comprehensive income (loss) attributable to Equity holders of the parent (307,958,156) 87,306 498,567,751 964,966,153 Non-controlling interests 14,559,143 (38,054,229) - - (293,399,013) (37,966,923) 498,567,751 964,966,153
Notes to the financial statements form an integral part of these statements.
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 45
Supporting Documents for AGM 2019 Page 16 of 50 BAHT (15,760,039) 15,760,039) 153,431,089 6,545,536,388 152,230,193 6,236,377,336 (2,674,328) (24,010,769) (24,010,769) (24,010,769) holders of controlling shareholders’ (500,000,000)(500,000,000) components of CONSOLIDATED 2,270,019 76,329,437 78,599,456 6,392,105,299 1,862,897 24,137,437 26,000,334 6,084,147,143 of financial for-sale of equity statements investments statements Other components of shareholders’ equity Equity holders of the parent 74,819,37371,411,217 3,408,156) - 74,819,373 - 61,012,106 (5,936,800) (54,988,000) (60,924,800) 87,306 (38,054,229) (37,966,923) (255,359,034) (407,122) (52,192,000) (52,599,122) (307,958,156) 14,559,143 (293,399,013) (330,178,407) (407,122) 17,967,299 (364,810,230) (52,192,000) (52,599,122) (382,777,529) (500,000,000) (500,000,000) Retained earnings 200,000,000 2,946,781,470 200,000,000 2,691,422,436 on stocks common 1,166,724,373 200,000,000 3,385,769,364 8,206,819 131,317,437 139,524,256 6,892,017,993 218,170,415 7,110,188,408 6,892,017,993 218,170,415 8,206,819 131,317,437 139,524,256 3,385,769,364 1,166,724,373 200,000,000 1,166,724,373 1,166,724,373 200,000,000 2,946,781,470 2,270,019 76,329,437 78,599,456 6,392,105,299 153,431,089 6,545,536,388 1,166,724,373 share reserve parent interests the equity shareholders’ Available- Translation
capital 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 paid-up (loss) -Legal appropriated income
Issued and Premium Appropriated Un- Other comprehensive Total other Total equity Non- Total Note
28
plan-net of tax Actuarial gain from employee benefit Comprehensive income (loss) for the year Notes to the financial statements form an integral part of these statements. STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY STATEMENTS BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES year FOR THE YEAR ENDED DECEMBER 31, 2018 theduring decrease interests Year 2017 Beginning balances, January 1, 2017 Comprehensive income (loss) for the year 2017 Non-controlling from disposal of subsidiary held by Dividend payment Subsidiary’s dividend paid to non-controlling interests Ending balances, December 31, 2017 Year 2018 Beginning balances, January 1, 2018 Comprehensive income (loss) for the year 2018 :- Total comprehensive income (loss) for the year 2018 Subsidiary’s dividend paid to non-controlling interests Ending balances, December 31, 2018
46 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 17 of 50 BAHT 964,966,153 (500,000,000) equity investments income (loss) income equity shareholders’ components of components Available-for-sale 4,775,443 - 4,775,443 550,759,751 (52,192,000) 498,567,751 545,984,308 (52,192,000) 493,792,308 (500,000,000) 1,019,954,153 (54,988,000) Retained earnings Other SEPARATE FINANCIAL STATEMENTS FINANCIAL SEPARATE common paid-up reserve Legal shareholders’ comprehensive
2,000,000,000 1,166,724,37 200,000,000 3,190,411,326 24,137,437 6,581,273,136 2,000,000,000 1,166,724,373 200,000,000 2,639,651,575 76,329,437 6,082,705,385 2,000,000,000 1,166,724,373 200,000,000 2,639,651,575 76,329,437 6,082,705,385 2,000,000,000 1,166,724,373 200,000,000 2,119,697,422 131,317,437 5,617,739,232
Issued and Premium on Appropriated- Unappropriated on and Appropriated- Premium Issued Other Total share capital share stocks Note
28 Comprehensive income (loss) for the year Notes to the financial statements form an integral part of these statements. Ending balances, December 31, 2018 Total comprehensive income (loss) for the year 2018 Actuarial gains from employee benefit plan - net of tax Comprehensive income (loss) for the year 2018 :- Year 2018 Beginning balances, January 1, 2018 Ending balances, December 31, 2017 Dividend payment Comprehensive income for the year 2017 Year 2017 Beginning balances, January 1, 2017 STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY STATEMENTS BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 47
Supporting Documents for AGM 2019 Page 18 of 50 STATEMENTS OF CASH FLOWS (1/4)
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS 2018 2017 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax expenses (384,026,183) 67,987,230 679,411,492 1,127,337,019 ADJUSTMENTS TO RECONCILE PROFIT (LOSS) BEFORE INCOME TAX TO NET CASH PROVIDED FROM (USED IN) OPERATIONS Depreciation 207,155,264 219,629,040 10,212,300 8,620,932 Expenses from barter from investment disposal 8,741,900 15,619,593 - - Reverse allowance for expenses from litigation - (28,908,831) - - Amortizaton of intangible assets 37,956,818 39,122,559 307,882 268,728 Amortization of right to use property 217,878,938 225,455,559 - - Amortization of right to use spectrum 384,760,418 384,760,417 - - Amortization of additional compensation 46,780,064 46,780,063 - - Amortization of pictures rental, plays, picture products and copyright charges 2,763,795,765 2,783,252,342 2,294,580,036 2,357,321,664 Amortization of other current assets 56,921 - - - Amortization of other non-current assets 1,491,268 1,491,268 - - Write-off of withholding tax 175,698 9,910,476 - - Amortization of intangible assets 127,500 - - - Loss on destruction of inventories - 4,014,938 - - Increase (decrease) allowance for goods returned 429,983 (1,973,509) - - Bad debts - Trade and other receivables 6,783,280 1,718,811 - - Increase (decrease) in doubtful debt - Trade account receivables (4,374,363) 10,293,242 - - - Short-term loans to related parties 690,847 - 10,894,066 10,672,140 - Receivable from investments disposal 10,000,000 - - - Increase (decrease) allowance for diminution of inventories 557,594 (2,571,750) - - Unrealized (gain) loss on investment in trading security and investments in Open-end Fund 3,488,279 (5,359,000) 3,495,000 (5,359,000) (Gain) loss on disposal and unused equipment 917,674 (213,886) 455,496 (4,999) Gain on disposal investments property - (29,326,264) - - Loss on unused intangible assets - 2,265,000 - - Unrealized loss on exchange rates 391,199 11,837,246 164,127 1,438,707 Loss on revaluation of investments property 50,000 - 50,000 - Dividend income - - - (609,989,290) Interest income (16,607,788) (14,016,885) (163,083,510) (149,301,861) Finance cost 168,737,532 181,847,047 121,262,375 116,766,088 Long-term employee benefits expenses 158,063,417 46,061,492 11,110,485 2,531,861 Loss from pay back investment in related party by subsidiary 78,054 - - - Share of profit of associates held by subsidiary (17,681,017) (14,220,428) - - Share of loss on subsidiary dissolution held by subsidiary - 794,029 - - Share of loss on non-controlling interests of subsidiary dissolution held by subsidiary - 794,036 - - Profit from operation before changes in operating assets and liabilities items 3,596,419,062 3,957,043,835 2,968,859,749 2,860,301,989 Notes to the financial statements form an integral part of these statements.
48 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 19 of 50 STATEMENTS OF CASH FLOWS (2/4)
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS 2018 2017 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) (INCREASE) DECREASE IN OPERATING ASSETS ITEMS Investments in Open-end Fund (50,000,000) - - - Trade and other receivables 17,866,198 (163,578,418) (68,013,508) (760,093,080) Inventories 135,153 (1,829,965) (481,526) (1,062,757) Other current assets (47,463,561) (23,180,051) 6,935,652 (13,445,252) Deposit on pictures copyright charges (207,546,517) 32,087,090 (207,546,517) 32,087,090 Prepaid plays production 239,682,000 261,496,000 239,322,000 261,856,000 Other non-current assets 2,066,745 2,477,092 (149,950) 158,000 INCREASE (DECREASE) IN OPERATING LIABILITIES ITEMS Trade and other payables (294,652,386) 40,870,942 31,766,455 (66,911,649) Accrued expenses 19,887,031 (5,406,129) (7,730,002) 6,718,687 Other current liabilities 435,656,718 (333,306,681) 26,286,605 58,164,480 Provision for long-term employee benefits (99,683,002) (7,495,964) (6,461,580) (2,642,552) Other non-current liabilities (126,000) 954,627 - - CASH PROVIDED FROM OPERATION 3,612,241,441 3,760,132,378 2,982,787,378 2,375,130,956 Interest expenses paid (125,489,022) (86,810,250) (128,092,809) (112,786,455) Income tax expenses paid (555,440,768) (609,397,808) (129,625,233) (137,374,493) Translation of financial statements differences (79,564) (1,081,697) - - NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,931,232,087 3,062,842,623 2,725,069,336 2,124,970,008 CASH FLOWS FROM INVESTING ACTIVITIES Decrease in bank deposits with obligation 80,181,891 27,807,459 - - Interest income 14,651,999 9,626,613 22,758,895 25,053,630 Proceeds from dividend income - 5,009,900 - 609,989,290 Increase in short-term loans to related parties (1,193,255) - (375,991,349) (411,033,097) Proceeds from pay back investments in related party held by subsidiary 2,596,253 - - - Proceeds from receivable from investments disposal 20,000,000 40,000,000 - - Purchase of investments in an associate company held by subsidiary - (3,999,900) - - Purchase of equipment (36,225,238) (53,374,095) (4,921,248) (17,600,986) Proceeds from equipment disposal 9,987,990 5,638,813 1,279,491 5,000 Proceeds from investments property disposal - 91,326,264 - - Increase in intangible assets (2,319,536) (3,065,822) (292,600) (18,000) Increase in right to use property (15,402) - - - Increase in pictures rental, picture products, plays and copyright charges (2,184,748,801) (2,945,032,739) (2,131,680,294) (2,896,113,742) Proceeds from plays disposal - - 445,276,000 436,074,000 Payment for right to use spectrum - (545,600,000) - - NET CASH USED IN INVESTING ACTIVITIES (2,097,084,099) (3,371,663,507) (2,043,571,105) (2,253,643,905)
Notes to the financial statements form an integral part of these statements.
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 49
Supporting Documents for AGM 2019 Page 20 of 50 STATEMENTS OF CASH FLOWS (3/4)
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS 2018 2017 2018 2017 CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in bank overdrafts and short-term borrowings from financial institutions 108,346,163 (2,260,115,308) - (2,300,000,000) Decrease in short-term borrowings from related parties - - (270,000,000) (97,826,250) Dividend payment - (500,000,000) - (500,000,000) Subsidiary held by subsidiary’s dividend paid to non-controlling interests (15,760,039) (24,010,769) - - Payment of financial leases (3,754,672) (4,163,464) - - Proceeds from debentures - 3,000,000,000 - 3,000,000,000 Deferred debentures issuing costs - (3,471,630) - (3,471,630) NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES 88,831,452 208,238,829 (270,000,000) 98,702,120 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 922,979,440 (100,582,055) 411,498,231 (29,971,777) CASH AND CASH EQUIVALENTS AS AT JANUARY 1, 1,193,389,737 1,299,531,146 241,376,628 271,348,405 LESS CASH AND CASH EQUIVALENTS TRANSFERRED OUT FROM DISSOLUTION OF SUBSIDIARY HELD BY SUBSIDIARY (SUPPLEMENTARY STATEMENT 1) - (5,559,354) - - CASH AND CASH EQUIVALENTS AS AT DECEMBER 31, 2,116,369,177 1,193,389,737 652,874,859 241,376,628 ADDITIONAL DISCLOSURE ITEMS TO CASH FLOWS STATEMENTS: NON-CASH ITEMS CONSIST OF Transferred accrued interest income to short-term loans to related parties - - 129,409,593 114,197,794 Transferred withholding tax over one year to non-current assets 291,909,184 263,510,536 - - Increase in equipment from assets payable 3,312,762 2,983,327 259,602 194,321 Increase in intangible assets from assets payable 737,164 6,667,000 - - Transferred deferreds picture rental, picture products, plays and copyright charges to deposit on picture copyright 23,200,000 - 23,200,000 - Decrease investments in associate due to translation of financial statements differences on exchange rate (598,973) (8,812,973) - - Available-for-sale securities loss on remeasuring available-for-sale securities (65,240,000) (68,735,000) (65,240,000) (68,735,000) Decrease non-controlling interests due to translation of financial statements differences on exchange rate 271,415 3,957,870 - - Transferred depreciation to selling tickets program under process - 419,482 - - Transferred assets under installation to intangible assets - 8,606,860 - - Transferred provision for long-term employee benefits to accrued expenses (10,037,100) - (868,950) - Effect of adjusted actuarial estimates from employee benefit plan :- - Decrease deferred tax assets 17,850,398 - 1,193,860 - - Decrease provision for long-term employee benefits (89,303,774) - (5,969,303) - - Increase retained earnings 74,861,532 - 4,775,443 - - Decrease non-controlling interests (3,408,156) - - - Effect of adjusted actuarial estimates from employee benefit plan of associate :- - Decrease in investments in associates (42,159) - - - - Decrease retained earnings 42,159 - - - Notes to the financial statements form an integral part of these statements.
50 BEC WORLD PUBLIC COMPANY LIMITED ANNUAL REPORT 2018
Supporting Documents for AGM 2019 Page 21 of 50 STATEMENTS OF CASH FLOWS (4/4)
BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2018 SUPPLEMENTARY STATEMENT 1 Dissolution of subsidiary held by subsidiary On July 20, 2017 BEC-TERO TRUE VISIONS COMPANY LIMITED which is subsidiary of BEC-TERO ENTERTAINMENT PUBLIC COMPANY LIMITED has dissolved. Therefore, outstanding assets and liabilities are transferred out from the consolidation, as follows :
BAHT
Cash and cash equivalents 5,559,354 Other current assets 124,325 Equipment 92,360 Intangible assets 28,153 Other non-current assets 1,271,356 Trade and other payables (99,747) Accrued expenses (36,000) Other current liabilities (3,101) Non-controlling interests (3,468,364) Investments in subsidiary at the beginning of the period 3,468,336 Share of loss on subsidiary’s dissolution (794,029) Investments in subsidiary as at dissolution date 2,674,307 Transferred investment in subsidiary dissolution to investments in related company (2,674,307) Investments in subsidiary as at dissolution date -
Notes to the financial statements form an integral part of these statements.
ANNUAL REPORT 2018 BEC WORLD PUBLIC COMPANY LIMITED 51
Supporting Documents for AGM 2019 Page 22 of 50 Management Discussion and Analysis
(1) Overview of Business Operation and Substantial Change
Economic Overview and Market Situation The National Economic and Social Development Board or NESDB estimated that Thailand's economy expanded by approximately 4.1% in 2018. The growth could be attributed to steady recovery of external demand including export and tourism, which had favored employment. However, export sector growth had softened towards the end of the year in line with the slowdown in trading partners’ economies and global financial situation. Thailand’s tourism sector faced limitations of its airports’ capacity as well as the decline in the number of Chinese and Russian tourists. In addition, public sector investment in large infrastructure would help stimulate domestic demand and result in higher employment. Household income began to gradually recover. The growth, however, might not be fast as it had just started to recover after the farm income contracted in the second half of 2017. Notwithstanding the recovery, Thailand’s household debt remained at a high level which resulted in concentrated recovery within the household sector and adversely affected TV industry.
Nielsen Media Research (“Nielsen”) reported that advertising expenditures (AdEx) for the year 2018were Baht 105, 455million, an increase of Baht 3, 970million or a 3.9% growth from the year 2017at Baht 101, 485million. Television media (Analog and Digital) remained the main media that had the most advertising expenditures spending at Baht 67, 935million, increasing by Baht 5, 061million or 8% from the year 2017at Baht 62, 874million. Taking into account the widespread increases in Home Shopping programs across the channels, however, the figures were believed to be overestimated. Estimated total advertising expenditure by medium was collected based on the overall air-timer and advertising Rate Card or advertising “Set Price” before discount. As could be seen from the information provided by Nielsen that, in 2018, TV Direct was the brand with the highest advertising budget of Baht 2, 085million The AdEx for TV Group (TV + Cable/Satellite) in 2018 was at Baht 70,369 million, increasing by Baht 4,582 million or 7% growth from year 2017 at Baht 65,787 million. TV group continued to dominate in media spending and accounting for about 66.7% of the total AdEx. The advertising spending for Media that increased in 2018 are Radio, (increased by Baht 326 million or 7.3%), Cinema (increased by Baht 496 million or 7.3%), and Outdoor and Transit group (increased by Baht 640 million or 5.2%). The advertising spending for Media that decreased in 2018 were Print Media (decreased by Baht 2,274 million or 23.5%) and TV-Cable/Satellite (decreased by Baht 479 million or 16.4%)
Business Policy, Strategy and Decision Supporting Documents for AGM 2019 Page 23 of 50 Given the low growth in AdEx in 2018 and changes in consumer behavior in watching TV/content via over-the-top (“OTT” - OTT is the audio, video, and other media content distributed through the Internet), BEC World Public Company Limited or ("BEC Group") has adapted its strategies to support these changes by launching its own Online Video Platform called "Mello". Under the name Mello Original, Mello is a content provider as well as a service provider of video entertainment platforms. Mello provides convenience to viewers who are unable to watch content at regular airtime on TV channels (Analog and digital) and can watch it on Mello at midnight after broadcast on TV channels. It has also launched a partnership with LINE TV and Youtube in order to penetrate new generation viewers who prefer OTT platforms.
Apart from expanding the online business, we also follow strategic direction to expand our business to foreign countries via Global Content Licensing and leveraging our current assets (contents). In 2018we had collaborated with Tencent Video (Under Tencent Holding PLC, one of the largest content providers in China) via Inside Technology (Thailand) to simulcast Thai drama to China and received satisfactory results which laid the foundation for future international marketing. Currently, BEC Group has a presence conducting its own marketing activities in 6countries including China, Vietnam, Hong Kong, Macau, Myanmar and Cambodia. In addition, BEC Group has signed a partnership with JKN Global Media Public Company Limited (JKN) to distribute BEC’s contents to countries around the world (excluding the 6countries above) and this will help expand our audience base around the world.
(2) The Result of Operation and Capability of Making Profit The total revenue of the BEC group in 2018 was Baht 10,375.7 million, a decrease of 6% from the year 2017 at Baht 11,035.0 million baht. Net loss attributed to BEC group was Baht 330.2 million. However, to reflect the real company performance, we deducted non-recurring Item expenses that occurred in 2018: 1. Expenses from retirement and manpower reduction programs according to the organizational restructuring policy of Baht 140. 6million 2. Provision for Long-term Employee Benefits expenses according to the draft of Labor Protection Act of Baht 134. 8million
The above items, net of taxes and non-controlling interests, would be Baht 232. 1million. The BEC group had a Normalized net loss attributed to BEC in 2018of Baht 98. 1million baht
Supporting Documents for AGM 2019 Page 24 of 50 Revenue BEC Group’s advertising income for the year 2018was Baht 8,878. 8million, a decreased of 10.2% from year 2017 at Baht 9,890. 2million while the total advertising expenditures slightly grew at 3.9%. The main advertising income of BEC Group accounted for 85.6% of total revenue and was mainly from the advertising sales from "Channel 3". The decline in advertising income was from the high competition in the advertising market while the economic conditions had resulted in restricted advertising spending from advertisers than in the past. Moreover, advertising income from radio business also declined.
Income from copyrights and other services for the year 2018was at Baht 1,054. 8million, an increase of Baht 436. 2 million or 70.5% from the year 2017at Baht 618. 6million. The increase was mainly from an increase in revenue of online businesses via BEC Group’s online platform and websites such as CH3Thailand and Mello as well as partnership platforms and growth of Global Content Licensing
Income from organizing concerts and shows for the year 2018was at Baht 368. 5million which decreased by Baht 85. 7million or 18.9% from the year 2017at Baht 454. 2million. In 2018, there were concerts and shows such as Disney On Ice, Ninja Exhibition, BRICK LIVE LEGO SHOW, B 5Now 15Concert, and organizing of Miss Thailand World 2018, and concert arrangement for Bruno Mars, Harry Styles, Celine Dion, Mike Shinoda of Linkin Park, Sam Smith, and Charlie Puth. However, since the second half of 2015, the organizing activities of foreign artists concerts in Thailand have been transferred to Live Nation BEC-Tero Entertainment Company Limited (associated company).
For the year 2018, BEC Group had revenue from product sales of Baht 73.5 million, an increase of Baht 1.5 million or 2.2% from the year 2017 at Baht 72 million.
However, the increase of income from copyright and other services in the year 2018had contributed to BEC Group Supporting Documents for AGM 2019 Page 25 of 50 total revenue of Baht 10,375. 7million, which decreased by Baht 659. 3million or 6% from the year 2017at Baht 11, 035 million
For the year 2018, BEC had other income of Baht 110.7 million which decreased by Baht 66.2 million or 37.4% from the year 2017 at Baht 176.9 million which have income from sale of investment properties and income from reversal of provision for liabilities.
Expenses BEC’s total cost for the year 2018was at Baht 8,789. 2million which decreased by Baht 387. 6million or 4.2% from the year 2017at Baht 9,176. 8million. The decrease in BEC’s total cost for the year 2018was mainly from lower cost of sale and services, which decreased by Baht 310million or 3.5% from the year 2017from lower production expenses. Production expenses decreased by Baht 284million or 4.8% from Baht 5,910. 7million for the year 2017to Baht 5,626. 7 million for year 2018. In addition, the cost related to networks in the year 2018decreased by Baht 122million from year 2017mainly form NBTC's assistance measures. However, in the year 2018BEC Group had a retirement and manpower reduction programs according to the organizational restructuring policy and paid extra compensation in the consolidated financial statement in the amount of Baht 250. 3million. Under this program, a part of extra compensation was deducted from incremental liabilities from provision for long-term employee benefits in the consolidated financial statement in amount of Baht 109. 7million and recorded as expenses in the consolidated statement of income in the amount of Baht 140. 6million (recorded in the Cost of sales and cost of services amounting to Baht 87. 5million and recorded in the selling and administrative expenses of Baht 53. 1million). While the cost of organizing concerts and shows in 2018 amounted to Baht 308. 8million, a decrease of Baht 77. 7million or 20.1% according to the smaller number and size of activities in 2018compared to 2017.
Gross Profit for year 2018was at Baht 1,586. 5million, a decrease by 14.6% from the year 2017at Baht 1,858. 2 million with a gross margin of 15.3%
In addition, selling and administrative expenses of BEC Group has continuously decreased during year but registered an increase of Baht 53. 1million from the retirement and manpower reduction programs according to the organizational restructuring policy. Commission and sales promotion expenses increased by Baht 32. 2million or 8. 5% to Baht 411. 1 million for the year 2018. From the reasons mentioned, selling and administrative expenses in 2018was at Baht 1,795. 4 million and decreased by only 0.2% from 2017at Baht 1,799. 4million.
In conclusion, BEC Group reported consolidated net loss attributable to BEC World of Baht 330. 2million and normalized net loss attributable to BEC World of Baht 98. 1million, net cash flow from operation of Baht 2,931. 2million and Cash and cash equivalents and short-term investment of Baht 2,168. 2million as at ending 2018.
Supporting Documents for AGM 2019 Page 26 of 50 (3) Asset Management Capacity and Financial Status As of December 31, 2018, BEC group had total assets of Baht 14,320. 1million which decreased by Baht 10. 8million from Baht 14,931. 0million as of December 31, 2017.
Asset Total current assets increased by 30% to Baht 4,201. 3million mainly from cash and cash equivalent and short-term investments on its consolidated balance sheet totaling Baht 2,168. 2million, an increase of Baht 966. 8million or 80.5% from ending year 2017at Baht 1,201. 4million. Trade and other receivables and current portion of receivable from investment disposal slightly decreased.
Total non-current assets decreased by Baht 977. 7million or 9% to Baht 10,118. 7million. The decrease was mainly from lower deferred rights to use of property and spectrum totaling Baht 602. 6million, decline of property, plant, and equipment totaling Baht 178. 5million, and decrease of deferred pictures rental, picture products, plays and copyright charges totaling Baht 602. 2million. However, deferred tax assets increased by Baht 336. 7million mainly from unused tax losses and provision for long-term employee benefits. Other non-current assets increased by Baht 288. 2million baht from withholding taxes (due over 1year).
(4) Liquidity and Cash Flow For the statement of cash flows for the year ended December 31, 2018, BEC Group had net cash from operating activities of Baht 2,931. 2million with cash provided from operation of Baht 3,612. 2million which was 4% lower than in 2017.
Net cash used in investing activities was Baht 2,097. 1million, which decreased by Baht 1,274. 5million or 38% from the ending year 2017at Baht 3,371. 7million, mainly from lower cash used for content rental, content production, dramas and copyright charges. Cash used for content rental, content production, dramas and copyright charges decreased by Baht 760. 3million or 26% reduction from the year ended December 31, 2017at Baht 2, 945million to Baht 2,184. 7million as at ended December 31, 2018. In addition, on May 23, 2018, the National Peacekeeping Council (NCPO) issued an order under Section 44to help ease the financial burden for the business of radio broadcasting, television broadcasting and
Supporting Documents for AGM 2019 Page 27 of 50 telecommunications. The order allows the license holders, who do not want to comply with the rules of payment of remaining license fees in accordance with the terms and conditions, to notify NBTC as such by providing a written notification to NBTC within 30days from the effective date of this order. Should NBTC deem the request appropriate, it would grant a moratorium on fee payments, in which a delay of payment period must not exceed 3years and payment to resume in 2021onwards with the final installment due in 2025. A subsidiary of the Company has exercised the moratorium rights for the rest of its license fee payment and consequently the cash payment for rights to use spectrum reduced by Baht 545. 6million from the year ended December 31, 2017.
BEC group had a net cash flow from financing activities of Baht 88. 8million, mainly from the increase in bank overdrafts and short-term borrowings from financial institutions amounting to Baht 108. 3million.
Together with beginning cash and cash equivalents as at 1January 2018, BEC Group had consolidated cash and cash equivalents at the end of the year 2018of Baht 2,116. 4million. Including short-term investments, BEC Group reported consolidated cash and cash equivalents and short-term investments totaling Baht 2,168. 2million.
(5) Source of Fund The source of fund for business operation and additional investment of BEC Group in 2018 are from working capital with net cash from operating activities of Baht 2,931.2 million. BEC Group’s debt to equity ratio in 2018 is 1.30, increasing from 1.19 in 2017 from the increased of liabilities and reduction of Shareholders' equity from the net loss for the year 2018.
Liabilities As at December 31, 2018, BEC group had total liabilities of Baht 8,083. 7million, an increase of Baht 298. 3million or 3.8% from end of year 2017at Baht 7,785. 4million.
The total current liabilities decreased by Baht 176. 3million, mainly due to trade and other payables decrease by Baht 290. 4million and current portion of accrued right to use spectrum which reduced by Baht 471. 9million as license holder received assistance from the National Broadcasting and Telecommunication Commission (NBTC) to ease the financial burden for the business of radio broadcasting, television broadcasting and telecommunication by delaying the payment period to not exceed 3years and would be paid from the year 2021onwards. Other current liabilities increased by Baht 435. 6million.
Interest-bearing debt increased by Baht 105. 3million from Baht 3,255. 5million as at ending year 2017to Baht 3,360. 8million as at ending year 2018, mainly from bank overdrafts and short-term borrowings from financial institutions which increased by Baht 108. 3million. Approximately 89% of the interest-bearing debt is the 5-year debenture amounting to Baht 3, 000million issued in 2017with a coupon rate of 3.14%.
Shareholders' equity As of December 31, 2018, BEC group had total shareholders' equity of Baht 6,236. 4million baht (total shareholders’ equity of Parent Company was at Baht 6,084. 1million and for non-controlling interest was at Baht 152. 2million) which decreased by Baht 309. 2million from 31December 2017at Baht 6,545. 5million. Moreover, the decrease in total shareholders' equity was mainly due to the decrease in retained earnings of Baht 255. 4million from net loss for the year
Supporting Documents for AGM 2019 Page 28 of 50 (6) Liabilities and Management of off-Balance Sheet Liabilities Most of BEC Group’s liabilities are the obligations from the main business operation “channel 3”, for instance, obligations under joint operation agreement with MCOT, obligations from the purchasing of foreign pictures and sports program and obligations from lease agreement in Maleenont Tower Building Office. There are also obligations from digital TV new business operation, such as, the television network services provider agreement for terrestrial digital TV system with Thai PBS and the satellite channel services agreement and signal merging services agreement, etc.
In addition, there are obligations under the commercial bank’s guarantee, obligations from various guarantee, which is a normal business operation of BEC Group. All of the aforementioned liabilities are completely shown in article 36 of notes to 2018 financial statements of “BEC”
(7) Factors or Event which will Affect Financial Status or Operation in the Future Market and business trends in 2019 Media Agency Association of Thailand, MAAT, has predicted that the overall advertising expenditures in 2019will be better as it is forecast to grow inline with the GDP which is expected to grow at 4.1%, in addition from many positive factors such as Elections that will benefit the outdoor and transit media, while digital TV is still the media with the high advertising expenditures. However, the media with the highest growth continue to be the online media as advertiser move more money from television to online media, according to consumers behavior that used more internet (online). MAAT forecast that the total advertising expenditures will grow by 4% to Baht 121, 286million. The total advertising expenditures for television media (digital TV, cable TV and satellite TV) will be Baht 71, 000million, where television media remained the main media of the industry and still has the largest advertising share of approximately 58.5% while online media growth by 25% with a total value of Baht 18, 716million or occupying 15.4% of the total advertising expenditures. Outdoors media will grow 5% with total value of Baht 7, 150million as people today spend more time outdoors, while mass transit media will grow by 5% with a total value of Baht 6, 200million from the expansion of mass transit trains route. The print media tends to continue to decline. Considering the widespread increases in Home Shopping programs across the channels, however, the figures were believed to be overestimated. Estimated total advertising expenditure by medium was collected based on the overall air-timer and advertising Rate Card or advertising “Set Price” before discount.
As for the trend of operations of the BEC Group in 2019, the direction of the company continues from the previous year and focuses on strengthening our core business by: 1. Increasing TV revenue 2. Increasing revenue from global content licensing 3. Increasing digital revenue and 4. Organization enhancement and work process improvement, effective cost management and increasing the opportunity to generate revenue from our strengths. To increase the TV revenue, we have adjusted the drama promotion plan for both before and during the broadcasting period, by using the selling point of each drama to be a highlight in the promoting plan. Moreover, emphasizing the use of online media and social media to create speed and impact in order to achieve wider awareness and stimulate viewing. For some drama, there may be on- ground activities with local media to stimulate viewing with the target group audiences. There will be total integrated sales package as well as increasing Non-agencies Customer and strengthening of News Program to increase rating. The Digital Transformation and Growth Platform will continue to expand and targeted to increase global content licensing sales this year, with improvement and enhancements of the process to support the needs of customers in the global market as well as the customization of Content Package. In terms of online business, we still focus on developing Mello and expanding the audience base to be the leading OTT of the country, in responding with consumer behavior.
Supporting Documents for AGM 2019 Page 29 of 50 Supporting documents for AGM 2019, Agenda 3: Consideration to allocate the net profit for reserved fund and approve to refrain from paying dividend for the operating result in 2018
Dividend payment policy
The Company has a customary payment policy to pay dividend at least 90% of net profit to the shareholders as shown in consolidated financial statement, except in the case which it is required to invest in the significant projects. As for the subsidiaries, which 99.99% of shares are held by the Company, the dividends will be paid to the Company by mainly considering the cash flow of the Company and that subsidiary.
Operating result of 2018 and previous dividend payment information
From the Company’s financial statements at the year ended 31 December 2018
Consolidated financial statements:
Net loss (attributable to the parent company) Baht (330,178,407) Unappropriated retained earnings Baht 2,691,422,436
Separated financial statements:
Net profit (attributable to the parent company) Baht 545,984,308 Unappropriated retained earnings Baht 3,190,411,326
Previous dividend payment information
Year 2018 2017 2016 2015 2014 Net Profit per share (Baht) (0.17) 0.03 0.61 1.49 2.17 Dividend per share (Baht) - 0.10 0.60 1.40 200. Dividend payment to net profit ratio (%) N/A 327.8% 98.52% %93.87 92.23%
Supporting Documents for AGM 2019 Page 30 of 50 Supporting documents for AGM 2019, Agenda 4: To consider and elect directors in replacement of directors retiring by rotation
Pursuant to the Company’s Articles of Association, one-third of all directors shall be due by rotation retirement at the AGM. The directors who serve the Company for the longest period are due by rotation retirement and could be reelected for another term by the shareholder meeting. If the number of directors cannot be divided into three portions, the number of the retiring directors shall be the nearest number to one-third (1/3) portion. In addition, the directors shall perform their duties in accordance with the law, objective and articles of association of the Company as well as shareholder meeting’s resolution with honesty and shall carefully preserve the Company’s interest. In this regard, the Board of Directors may appoint individual or group of individuals to perform any of their duties under the control and supervision of the Board of Directors or authorize the said individual or group of individuals as they deem appropriate. The Board of Directors may revoke, withdraw, change or amend the above authorizations.
Independent Director
Independent director means a director who is independent in giving opinion. In this regard, the Board of Directors determines the qualifications of the independent director as follows:
1. must be a director who hold shares in the Company not more than 0.5% of the total shares that is entitled to vote; 2. must be a director who does not have management duty in the Company or subsidiary; 3. must be a director who is independent from the management and the controlling shareholders; 4. must not be a close relative or any person who receives or has joint benefit with the management, the major shareholders or the controlling shareholders; 5. must be a person who has no significant business relationship with the Company which can influence an independent opinion; and 6. must not be an employee or staff of the Company who has received salary regularly during two years before assuming the position
In this regard, during the previous accounting period, there were no independent directors who have business relationships with or provide professional services to the Company.
As of now, there are 13 directors of the Company. For this 2019, there are 3 directors who are due by rotation retirement as follows:
1.) Mr. Somchai Boonnamsiri –Independent Director, Chairman of the Board of Director, Chairman of the Audit Committee 2.) Mr. Chansak Fuangfu - Independent Director, Chairman of the Risk Management Committee 3.) Mr. Matthew Kichodhan – Non-Executive Director
From 1 October 2018 to 31 December 2018, the Company offered shareholders an opportunity to propose any person, having proper qualification to be appointed as director to the AGM 2019 for consideration. In this regard, there has been no candidate proposed by shareholders so far.
Supporting Documents for AGM 2019 Page 31 of 50 CV of the Candidates to be Proposed for Replacement of the Directors who are Due by Rotation Retirement
1. Name Mr. Somchai Boonnamsiri Position: Independent Director, Chairman of the Board of Directors, Chairman of the Audit Committee Type of Director to be elected: Independent Director Nomination Criteria and Procedure: Being the current director of the Company. After considering qualification of director position, the Nomination Committee considered that Mr. Somchai Boonnamsiri has appropriate qualifications and no prohibited characteristic according to Public Company Act. In addition, he has no any wrong doing record under Securities and Exchange Act and has good knowledge regarding businesses and operations of the BEC World Group that will be the benefit for the Company. From the preceding period, Mr. Somchai Boonnamsirihas performed his duty with responsibility, care and honesty pursuant to the law, objectives, and articles of association of the Company and shareholder meetings’ resolutions. Moreover, Mr. Somchai Boonnamsiri is independent in making decisions and expressing his opinions. He also able to comply with relevant regulations and supervise the business very well. The Nomination Committee, therefore, nominated him as the Company’s director. Age: 64 years Period of Directorship: 9 consecutive years Education: M.A. Economics, The Victoria University of Manchester, the United Kingdom B.Sc. (Honors) Economics, The University of Salford, the United Kingdom Certificate of Ordinary National Diploma in Business Studies The City of Bath Technical College, the United Kingdom Director Training Program: - The program held by Thai Institution of Directors Association [IOD] . Director Certification Program (DCP) 59/2005, . Audit Committee Program (ACP) 17/2007, . Driving Company Success with IT Governance (ITG) 2/2016, . Ethical Leadership Program (ELP) 3/2016, . Role of the Compensation Committee (RCC) 21/2016, . Successful Formulation & Execution of Strategy (SFE) 29/2017, and . Board that Make a Difference (BMD) 5/2017. - Senior Executive Program, Class of 8/2009, Capital Market Academy (CMA), The Stock Exchange of Thailand (SET) - National Defense Course for the Joint State-Private Sector (Class 9), National Defense College - Cybersecurity, Cyber Resilience & Privacy Risk in the Era of Digital Transformation as year of 2018, ACIS Professional Center Work Experience: February 2017-Present Chairman of Board of Directors of BEC World Plc. November 2017-Present Chairman of Audit Committee of BEC World Plc. May 2010-Present Independent Director of BEC World Plc. December 2015- Present Independent Director, Chairman of the Audit Committee, Nomination and Remuneration Committee and Risk Management Committee of Krung Thai Bank Plc. 2013-Present Independent Director, Chairman of Nomination and Remuneration Committee and Audit Committee of The Platinum Group Plc. 2007-2014 Managing Director of Krung Thai Asset Management Plc. Supporting Documents for AGM 2019 Page 32 of 50 2014-2017 Director of Magnolia Financing Corporation Limited 1995-2015 Chairman of Board of Directors of Wall Street Tullett Prebon Limited 2015 Director of Nakhonluang Capital Plc. 2013-2015 Chairman of Board of Directors of Thaifoods Group Plc. 2010-2015 Director of Siam Allied Holding and Consultant Company Limited Positions in Other Companies in the previous year - Listed company: December 2015-Present Independent Director, Chairman of the Audit Committee, Nomination and Remuneration Committee and Risk Management Committee of Krung Thai Bank Plc. 2013-Present Independent Director, Chairman of Nomination and Remuneration Committee and Audit Committee of The Platinum Group Plc.
- Non-listed company: None - Position in other companies competing/ materially related to Company’s business: None
Previous record in wrong doing under the Securities and Exchange Act only for (1) acting in bad faith or gross negligence; (2) disclosing or disseminating of false or misleading information or statement, or concealing material information that may affect the decision making of shareholders, investors or relevant person; and (3) performing an unfair treatment or taking advantages against investors in securities trading, or participated or taken part or supported the said matters for the past 5 years: None Previous record in illegal dealing for the past ten years: None Previous record in wrong doing on misuse of insiders’ information and inappropriate connected transaction for the past 2 years: None Family Relationship: None The Company’s securities ownership as of 31 December 2018: 0.00% Performance in previous year (number of meeting attendance/ total number of meetings): Board Meeting Attendance: 14 times from total 14 times Audit Committee Attendance: 7 time from total 7 times
Supporting Documents for AGM 2019 Page 33 of 50 2. Name: Mr. Chansak Fuangfu Position: Independent Director, Chairman of the Risk Management Committee
Type of Director to be elected: Independent Director Nomination Criteria and Procedure: Being the current director of the Company. After considering qualification of director position, the Nomination Committee considered that Mr. Chansak Fuangfu has appropriate qualifications and no prohibited characteristic according to Public Company Act. In addition, he has no any wrong doing record under Securities and Exchange Act and has good knowledge regarding businesses and operations of the BEC World Group that will be the benefit for the Company. From the preceding period, Mr. Chansak Fuangfu has performed his duty with responsibility, care and honesty pursuant to the law, objectives, and articles of association of the Company and shareholder meetings’ resolutions. Moreover, Mr. Chansak Fuangfu is independent in making decisions and expressing his opinions. He also able to comply with relevant regulations and supervise the business very well. The Nomination Committee, therefore, nominated him as the Company’s director. Age: 69 years Period of being director of the company: 9 consecutive years Education: Advanced Management Program [AMP], Harvard Business School, the United States of America Master in Business Management (M.B.M.), Asian Institute of Management, Republic of Philippines Bachelor of Economics (Honors), Thammasat University Director Training Program: Directors Accreditation Program (DAP) of 2004, Thai Institution of Directors Associations (IOD) Other Training Programs: Diploma, National Defense College, Class of 399 Diploma, College of the Constitutional Court, Class of 5 Work Experience: 29 December 2011-Present Director and Senior Executive Vice President of Bangkok Bank Plc. 2001-28 December 2011 Vice President of Bangkok Bank Plc. 25 April 2006-25 February 2015 Independent Director of Wave Entertainment Plc. Positions in Other Companies - Listed company: Director and Senior Executive Vice President of Bangkok Bank Plc. - Non-listed company: Independent Director of BEC-Tero Entertainment Plc. Independent Director of Teijin Polyester Co., Ltd - Position in other companies competing/ materially related to Company’s business: None Previous record in wrong doing under the Securities and Exchange Act only for (1) acting in bad faith or gross negligence; (2) disclosing or disseminating of false or misleading information or statement, or concealing material information that may affect the decision making of shareholders, investors or relevant person; and (3) performing an unfair treatment or taking advantages against investors in securities trading, or participated or taken part or supported the said matters for the past 5 years:None
Previous record in illegal dealing for the past ten years: None Previous record in wrong doing on misuse of insiders’ information and inappropriate connected transaction for the past 2 years: None Family Relationship: None The Company’s securities ownership as of 31 December 2018: 0.00% Performance in previous year (number of meeting attendance/ total number of meetings): Board Meeting Attendance: 13 times from 14 times
Supporting Documents for AGM 2019 Page 34 of 50 3. Name: Mr. Matthew Kichodhan Position: Non – Executive Director Type of Director to be elected: Non – Executive Director Nomination Criteria and Procedure: Being the current director of the Company. After considering qualification of director position, the Nomination Committee considered that Mr. Matthew Kichodhan has appropriate qualifications and no prohibited characteristic according to Public Company Act. In addition, he has no any wrong doing record under Securities and Exchange Act and has good knowledge regarding businesses and operations of the BEC World Group that will be the benefit for the Company. From the preceding period, Mr. Matthew Kichodhanhas performed his duty with responsibility, care and honesty pursuant to the law, objectives, and articles of association of the Company and shareholder meetings’ resolutions. Moreover, Mr. Chansak Fuangfu is able to comply with relevant regulations and supervise the business very well. The Nomination Committee, therefore, nominated him as the Company’s director. Age: 52 years Period for being director of the company: 12 years consecutively Education: Master of Science, Management,University of London, the United Kingdom Bachelor of Commerce, University of Toronto, Canada Director Training Program: The programs held by Thai Institution of Directors Associations (IOD): - Directors Certification Program (DCP#95/2550) - Directors Accreditation Program (DAP#57/2549) - Certificate of Director Accreditation Program (DAP #57/2006) Other Training Programs: Canadian Stock Exchange Commission Work Experience: 5 April 2006 – Present Director of WAVE Entertainment Plc. 7 October 2013 – Present Chairman of Board of Directors and Chief Executive Officer of WAVE Entertainment Plc. Present Chairman of Board of Directors and Authorized Director of Jeffer Restaurant Co., Ltd. Efficient English Services Co., Ltd. and Index Creative Village Public Co., Ltd. April 2007 – Present Non – Executive Director of BEC World Plc. 2013 – 2017 Authorized Director of Thai Solar Energy Plc. 2007 – Present Independent Director and Non – Executive Director of Ocean Glass Plc. Positions in other companies - Listed Company Chairman of Board of Directors and Chief Executive Officer of WAVE Entertainment Plc. Independent Director of Ocean Glass Plc. - Non-listed company: Chairman of Board of Directors and Authorized Director of Wave TV Co., Ltd., WAVE Food Group Co., Ltd., WAVE Pictures Co., Ltd., CVD Organizer Co., Ltd., Efficient English Services Co., Ltd., Jeffer Restaurant Co., Ltd. and Index Creative Village Plc. - Position in other companies competing/ Materially related to Company’s business: Chairman of Board of Directors and Chief Executive Officer of WAVE Entertainment Plc. Previous record in wrong doing under the Securities and Exchange Act only for (1) acting in bad faith or gross negligence; (2) disclosing or disseminating of false or misleading information or statement, or concealing material information that may affect the decision making of shareholders, investors or relevant person; and (3) performing an unfair treatment or taking advantages against investors in securities trading, or participated or taken part or supported the said matters for the past 5 years:None Previous record in illegal dealing for the past 10 years: None Previous record in wrong doing on misuse of insiders’ information and inappropriate connected transaction for the past 2 years: None The Company’s securities ownership as of 31 December 2018: 0.00% Family Relationship: None Performance in previous year (number of meeting attendance/ total number of meetings): Board Meeting Attendance: 10 times from 14 times
Supporting Documents for AGM 2019 Page 35 of 50 ARTICLES OF ASSOCIATION OF BEC WORLD PUBLIC COMPANY LIMITED
(Only General Meeting Section)
Article 9. The Company is prohibited from owning or accepting pledges of its shares except in the event of the repurchase of shares in the following cases: (a) repurchase of shares from a Shareholder who votes against a resolution of the Shareholders’ meeting to amend the Articles of Association of the Company relating to the right to vote and the right to dividends, which is considered unfair for themselves; or (b) repurchase of shares for financial management purposes on the condition that the Company has retained earnings and excess liquidity and such repurchase of shares shall not cause any financial difficulty for the Company. Notwithstanding, such shares owned by the Company shall not be counted for quorum of a meeting of the Shareholders and shall not give the Company the right to vote in such a meeting of the Shareholders or the right to dividends. In the event of the repurchase of shares representing not more than 10 percent of the paid-up capital, the Board of Directors shall have the authority to make a decision to repurchase such shares, including the sale or disposal of such repurchased shares, without prior approval of a meeting of the Shareholders. In the event of the repurchase of shares representing more than 10 percent of the paid-up capital, the Company shall require approval from a Shareholders’ meeting prior to the repurchase of shares. The Company shall dispose the repurchased shares within the period prescribed by the law. If all or part of the shares have not been disposed of within such period, the Company shall proceed to decrease the paid-up capital by the cancellation of such non-disposed of registered shares. The repurchase of shares, the disposal of repurchased shares and the decrease of capital by the cancellation of shares in the previous paragraph shall be in accordance with the requirements and procedures prescribed in the laws on public limited companies and the laws on securities and exchange as well as the Ministerial Regulations, rules, regulations, notifications, ordinances, and related requirements issued under such laws.
Article 10. During the period of 21 days prior to the date of each meeting of the Shareholders, the Company may suspend the registration of any share transfer (a Book Closure Date) by notifying the Shareholders of such suspension at its head office and at every branch office at least 14 days prior to the commencing of the Book Closure Date.
Article 11. In the event that the Company will not use the Book Closing procedures under Article 10, the Board of Directors may announce a Record Date in accordance with the requirements and procedures prescribed under the laws on securities and exchange. Nevertheless, the Record Date announced by the Board of Directors under Paragraph 1 shall not exceed two months prior to the Shareholders’ meeting date, but shall not be prior to the date on which the Board of Directors has approved to call for the Shareholders meeting. Once the Board of Directors announces the Record Date, such date shall not be altered.
Article 16. The Company may increase its registered capital by issuing new shares. The issuance of new shares may be made under the following conditions: (a) all issued shares have been sold and fully paid-up, or, in the event that the issued shares have not wholly sold, the remaining shares must be shares which have been issued for the purpose of supporting convertible debenture or warrants; (b) a resolution by a meeting of the Shareholders is required, in accordance with the procedure prescribed in Article 46(b); (c) a resolution on the change in registered capital must be registered with the registrar within the period prescribed by the law.
Article 17. The shares which have been issued under Article 16 may be offered in whole or in part, and may initially be offered to the existing Shareholders in the same percentage as respective original shareholding, or may be offered to the public or any other person, subject to the resolutions of the Shareholders’ meetings and the applicable rules under the laws on securities and exchange.
Article 19. The Company shall have a Board of Directors consisting of not less than 5 Directors. Not less than a half of the Directors must have their respective residences in the Kingdom of Thailand. Directors of the Company shall meet the qualifications as prescribed by the law.
Supporting Documents for AGM 2019 Page 36 of 50 Article 20. A Director need not be a Shareholder of the Company.
Article 21. Unless otherwise prescribed in Article 26, the Shareholders’ meeting must elect Directors in accordance with the following requirements and procedures:
(a) each Shareholder has the number of votes equal to the number of shares they hold; (b) each Shareholder may cast their votes under (a) to elect one or several persons as Directors; a Shareholder may not divide their votes for any person; (c) The candidates receiving the highest number of votes in descending order shall be elected as Directors, until all the director positions are filled, or as is proper for that election. In the event that an election is tied, with more than one candidate receiving an equal number votes, so that it exceeds the number of Directors to be filled for that election, the Chairman of the meeting shall have a casting vote.
Article 22. At every annual general Shareholders’ meeting, one-third of the Directors must retire from office, with the Directors who have been in the office for the longest term being the ones to retire. In the event that the number of Directors who must retire from office cannot directly be divided into three portions, the nearest number to one-third of Directors shall retire from office.
Article 23. Directors who retire from office is eligible for the re-election.
Article 24. Other than a vacancy by rotation provided in Article 22, a Director shall vacate office upon: (a) death; (b) resignation; (c) being disqualified or having the characteristics prohibited by Article 68 of the Public Limited Companies Act B.E. 2535 (1992) (as amended); (d) being removed from office by a resolution of a Shareholders’ meeting in accordance with Article 27; or (e ) being removed from office by a court order.
Article 25. Any Director wishing to resign from office must submit a resignation letter. The resignation shall be effective once the Director has strictly conformed with the procedures prescribed in Paragraph 1 and from the date the resignation letter reaches the Company. A Director who resigns from office in accordance with Paragraph 1 may also notify the registrar of their resignation.
Article 26. In the event that a Director’s office becomes vacant due to reasons other than retirement by rotation, the Board of Directors shall elect any person who are qualified and has not the characteristics prohibited by Article 68 of the Public Limited Companies Act B.E. 2535 (1992) (as amended) as a replacement Director at the next meeting of the Board of Directors, unless the remaining term of the Director is less than 2 months. If the number of Directors in office is less than the number required to constitute a quorum for a meeting, the remaining Directors must convene a meeting of the Shareholders to elect new Directors to fill the vacancies within one month from the date the number of Directors in office is less than the number required to constitute a quorum for a meeting. The replacement Director shall exclusively hold office for the remaining term of the Director they replaced. Resolution under Paragraph 1 must consist of a not less than three-forth of votes of the remaining Directors.
Article 27. A meeting of the Shareholders may pass a resolution removing any Director from office prior to their retirement by rotation, by a vote of not less than three-fourths of the number of Shareholders and Shareholders’ Proxies (if any) attending the meeting and have the right to vote, provided that the number of shares held by them must not less than one half of the number of shares held by the Shareholders and Shareholders’ Proxies (if any) attending the meeting and have the right to vote.
Article 31. The Board of Directors shall elect one Director as Chairman of the Board of Directors and may elect one or several Directors as Vice-Chairmen of the Board of Directors. The Vice-Chairmen of the Board of Directors have the duty to comply with the Articles of Association of the Company in relation to matters assigned by the Chairman.
Article 32. In the event that the Chairman of the Board of Directors is absent or incapable of performing his duty in a meeting, a Vice-Chairman shall preside over the meeting. In the event that there is no Vice-Chairman or that the Vice- Chairmen are incapable of performing their duty, the Directors who are present at the meeting shall elect one Director to preside over the meeting.
Supporting Documents for AGM 2019 Page 37 of 50 Article 34. Each Director shall perform their duties in accordance with the law, the objectives and Articles of Association of the Company as well as resolutions of the Shareholders’ meetings with honesty and in good faith and shall carefully preserve the interests of the Company. The Board of Directors may appoint any other person or group of persons to perform a duty on its behalf and under its control and supervision or may confer upon such person or group of persons the authority as the Board of Directors deems appropriate. The Board of Director may cancel, revoke, modify or amend such authority. Any actions of the Company in relation to the provision of services or the use of copyrights in music, images, data program or any other rights under intellectual property rights which are available through the Company's network or system including works related to computer shall be under supervision and authorization of [IT Director] and [Digital Data Director]. In this regard, the Board of Directors designates the [IT Director] and [Digital Data Director] to be a joint authorized person for approving and entering into the transaction, setting the model of service provision, and reviewing any rights of the Company before implementation. [IT Director] and [Digital Data Director] are entitled to suspend or terminate the provision of services or take any which related to the copyrights, intellectual property rights, or computer, or proceed any other necessary acts and things without the proposal to the Board of Directors for consideration. The Board of Directors shall appoint a Company’s secretary, having at least the duties and responsibilities as required by the rules prescribed in the laws on securities and exchange and/or relevant laws. Each Director has the right to receive remuneration, that is, a salary, premium, meeting allowance, allowance, bonus, welfare or other benefits of a similar nature. The payment of remuneration to each Director under Paragraph 5 shall be in accordance with resolutions of the Shareholders’ meetings obtained by at least two-thirds of the votes of the Shareholders attending the meeting. The resolutions may determine a fixed amount of remuneration or establish specific criteria for remuneration, and may be periodically fixed or being effective until otherwise modified by a meeting of the Shareholders. In addition, each Director has the right to per diem and welfare payments in accordance with the Company's regulations.
Article 35. Unless a Shareholders’ meeting or meeting of the Board of Directors has been notified prior to passing the resolution to appoint a Director in the event of a Directors’ election in accordance with Article 26, each Director must not engage in a business of a similar nature which is in competition with that of the Company, or become partner of an ordinary partnership or general partner with unlimited liability in a limited partnership or director of a private company or another company engaging in a business of a similar nature in competition with that of the Company whether for their own benefits or for the benefits of others.
Article 38. The Board of Directors shall convene an annual general meeting of the Shareholders within 4 months after the end of the Company’s financial year.
Article 39. Any meeting other than the annual general meeting shall be called an “extraordinary general meeting”.
Article 40. The convocation of an extraordinary general meeting of the Shareholders may take place in accordance with the following requirements: (a) the Board of Directors may at any time as it deems appropriate convene an extraordinary general meeting of the Shareholders; or (b) one or more Shareholders holding not less than 10 percent of the total number of distributable shares may file, at any time, a written request with clear subject and reason thereof to the Board of Directors for the convocation of an extraordinary general meeting of the Shareholders. In this regard, the Board of Directors must convene an extraordinary general meeting of the Shareholders within 45 days from the receipt date of the written request from such Shareholders. In the event that the Board of Directors does not convene an extraordinary general meeting of the Shareholders within the specified period in accordance with Article 40 (b), Paragraph 1, such shareholders or other shareholders holding the required amount of shares may call for the said meeting by themselves within 45 days upon the expiration of the period as specified in Article 40 (b), Paragraph 1. In such case, the said meeting shall be deemed as being convened by the Board of Directors and the Company shall be responsible for the necessary expenses incurred from such meetings and facilitating the meeting as appropriate. Should any meeting of the Shareholders convened under Article 40 (b), Paragraph 2 and the number of Shareholders attending the meeting does not constitute the quorum specified in Article 42, the Shareholders under Article 40 (b), Paragraph 2, shall be jointly responsible to the Company for any expenses arising from that meeting. Article 41. To convene a meeting of the Shareholders, the Board of Directors shall proceed in accordance with the following requirements: (a) to prepare a notice of the meeting indicating the place, date and time, and agenda with reasonable descriptions including the clear indication whether each matter to be submitted is for acknowledgement; for approval; or for the consideration and opinion of the Directors; (b) to send such notice of meeting to the Shareholders at least 7 days prior to the meeting date; Supporting Documents for AGM 2019 Page 38 of 50 (c ) to publish a notice of the meeting in a newspaper for 3 consecutive days at least 3 days prior to the meeting date; and (d) such meeting may be held in a place situated in the locality of the Company’s head office or in nearby provinces or in any other place as determined by the Board of Directors.
Article 42. In a meeting of the Shareholders, the quorum shall consist of not less than 25 Shareholders present in person or by proxy (if any), or not less than one half of the total number of Shareholders and holding shares in aggregate not less than one-third of the total number of shares that have been issued. Shares owned by the Company shall not be counted for the quorum of a meeting of the Shareholders In a meeting of the Shareholders, if one hour has elapsed from the time scheduled for the Shareholders' meeting, and the quorum for the meeting as prescribed in Article 42, Paragraph 1 is not still present: (a) in the event that the convocation of meeting of the Shareholders has been requested by Shareholders, such meeting shall be dismissed; and (b) in the event that the meeting of the Shareholders has not been requested by Shareholders, the Board of Directors shall reconvene a meeting by sending a notice to the Shareholders at least 7 days prior to the meeting date without publishing such notice of meeting in newspaper. In this meeting, the quorum in accordance with Article 42, Paragraph 1 shall not be required.
Article 43. Any Shareholder may give a proxy to a person of legal age to attend and cast the votes in a meeting of Shareholders on their behalf. The instrument appointing proxy must include the date and signature of such Shareholder giving a proxy and must be in the form as prescribed by the registrar with at least the following descriptions: (a) number of shares held by the Shareholder giving a proxy; (b) name of the person who acts as proxy; and (c) detail of the meeting in which the Shareholder sends a proxy to attend and cast its votes. The said instrument must be delivered at the indicated meeting to the Chairman of the Board of Directors or the person assigned by the Chairman of the Board of Directors before the proxy attending the meeting.
Article 44. In the event of a proxy, proxy holders, whether they be Shareholders or non-Shareholders, shall have the right to cast the number of votes specified in the proxy letter in addition to their personal votes in the event that they are Shareholders.
Article 45. In a meeting of the Shareholders, the Chairman of the Board of Directors shall preside over the meeting. In the event that the Chairman of the Board of Directors is absent or incapable of performing his duty, a Vice- Chairman shall preside over the meeting. In the event that there is no Vice-Chairman of the Board of Directors, the meeting of the Shareholders must elect one Shareholder who is present to preside over the meeting. The Chairman of the meeting shall have the duty to supervise the meeting to conform with the Articles of Association of the Company relating to the meeting of the Shareholders and conduct the meeting following the agenda as specified in the notice of the meeting, unless modified by a resolution of the Shareholders with a vote of not less than two-thirds of the number of Shareholders or Shareholders’ Proxies (if any) attending the meeting. Once the meeting has considered all of the matters under Paragraph 1, Shareholders or Shareholders’ Proxies (if any) holding shares in aggregate with not less than one-third of the total number of shares which have been issued may request the meeting to consider matters other than those scheduled in the notice of the meeting. In the event that the meeting has not concluded its consideration of the matters scheduled in the agenda under Paragraph 1 or the matters submitted by Shareholders under Paragraph 2, and the consideration of such matters requires the meeting to be adjourned, the meeting shall determine the place and date and time of the next meeting by requiring the Board of Director to send a notice indicating the place, time and date, and agenda to the Shareholders not less than 7 days prior to the meeting date and to publish that notice of the meeting in a newspapers for 3 consecutive days at least 3 days prior to the meeting date.
Article 46. Resolution of a meeting of the Shareholders shall consist of the following votes: (a) In an ordinary event, a resolution of a meeting of the Shareholders shall be passed by a majority of votes of the Shareholders and Shareholders’ Proxies (if any) who attend and vote in the meeting, for which one share shall count for one vote. In the event of equal votes, the Chairman of the meeting shall cast an extra and decisive vote. (b) In the following events, a resolution of a meeting of the Shareholders shall be passed by affirmative votes of not less than three-fourths of the total number of votes of the Shareholders and Shareholders’ Proxies (if any) who attend and have the right to vote in the meeting, for which one share is counted as one vote: (1) sale or transfer of all or part of the significant business of the Company to another person; (2) purchase or acceptance of a transfer of the business of another company or a private company to the Company; (3) conclusion, amendment or termination of an agreement relating to an offer to rent, hire- purchase or lease all or part of the significant business of the Company;
Supporting Documents for AGM 2019 Page 39 of 50 (4) appointment of another person to manage of the business of the Company; (5) consolidation of the business with another person with the objective of sharing profit and loss; (6) amendment, modification or addition to the Memorandum of Association or the Articles of Association of the Company; (7) increase or decrease of capital; (8) issuance of debentures in accordance with Article 145 of the Public Limited Companies Act B.E. 2535 (1992) (as amended); (9) merger of companies in accordance with Article 146 of the Public Limited Companies B.E. 2535 (1992) (as amended); (10) dissolution of the company in accordance with Article 154 of the Public Limited Companies B.E. 2535 (1992) (as amended); or (11) issuance of new shares for debt repayment under a debt-to-equity conversion plan in accordance with Article 54/1 of the Public Limited Companies (No.2) B.E.2544 (2002). In the case of Articles 46(b)(1) and (2) of this Articles and in the event that the Company shall require a resolution of a meeting of the Shareholders, such actions shall be made in accordance with the laws on securities and exchange relating to acquisition or disposal of material assets of the Company. The shares owned by the Company shall not give the Company the right to vote and shall not be counted as part of the votes in a meeting of the Shareholders.
Article 47. A secret ballot in a meeting of the Shareholders may be used upon request of not less than 5 Shareholders, provided that the meeting of the Shareholders approves by a majority of votes of the Shareholders and Shareholders’ Proxies (if any) who attend and have the right to vote in the meeting, for which one share shall be counted as one vote. The secret ballot procedure shall be as prescribed by the Chairman of the meeting.
Article 48. Matters to be conducted at the annual general meeting of Shareholders are as follows: (a) to acknowledge the annual report relating to the business operations during the preceding year submitted to the meeting by the Board of Directors; (b) to consider and approve the statements of financial positions and the profit and loss accounts of the Company; (c ) to appoint new Director(s) in replacement for Director(s) who retire by rotation; (d) to determine the remuneration of the Board of Directors; (e ) to consider the allocation of profit and payment or stay of payment of dividends, as well as allocation of legal reserves; (f) to consider the appointment of the Company’s auditor and to determine the auditor’s fees; and (g) to consider other matters.
Article 49. The Company’s financial year shall begin on January 1 and end on the December 31 each year.
Article 50. Accounts of the Company shall be prepared and maintained as well as audited in accordance with the relevant laws.
Article 51. The Board of Directors shall require the auditor to prepare and complete the statements of financial positions and the profit and loss accounts at the end of the financial year prior to being submitted to the annual general meeting of the Shareholders for approval.
Article 52. The Company shall allocate part of its net profit for legal reserves: at least 5 percent of each annual net profit less cumulative loss (if any), until the legal reserve reaches not less than 10 percent of the registered capital.
Article 53. The Company is prohibited to pay dividends from other sources of funds than the profits. In the event of cumulative loss, the Company is prohibited from paying dividends. The payment of dividends requires approval from a meeting of the Shareholders. Article 54. The Board of Directors may from time to time announce the payment of interim dividends to the Shareholders when it deems that the Company has sufficient profits for such payments. In the event of announcement of the payment of interim dividends, the Board of Directors must report it to the next meeting of the Shareholders. Article 55. In the event that the Company or the Board of Directors announce the payment of dividends, the Company shall take the following actions: (a) to pay dividends based on the number of shares at an equal amount per share within one month from the date of approval at a meeting of the Shareholders or a meeting of the Board of Directors; (b) to notify the Shareholders in writing; and (c ) to publish a notice on the payment of dividends in a newspaper at least one time.
Supporting Documents for AGM 2019 Page 40 of 50 The Company does not have the right to receive dividends from the shares it owns.
Article 56. The Board of Directors must send to the Shareholders the following documents with a notice of an annual general meeting: (a) copy of the statements of financial positions and the profit and loss accounts audited by the auditor, as well as the report on the audit prepared by the auditor; and (b) annual report prepared by the Board of Directors consisting of the descriptions prescribed in Article 114 of the Public Limited Companies Act B.E.2535 (1992) (as amended) as well as supporting documents.
Article 57. The Company must publish statements of financial positions in a newspaper at least one time within one month from the date of approval for a meeting of the Shareholders.
Article 58. The auditor must not be a director, employee, worker, or a person holding any position or having any function in the Company.
Article 59. The auditor has the authority to audit the accounts, documents and other evidence relating to income, expenditures, and assets and liabilities of the Company during the Company’s office hours. In this regard, the auditor shall have the authority to question any Director, employee, worker, person holding any position or having any function in the Company and representative of the Company as well as to request the aforesaid persons to give clarification or to submit documents relating to the operations of the Company.
Article 60. The auditor must attend every meeting of the Shareholders, during which the statements of financial positions, the profit and loss accounts, and account-related problems will be considered in order to give clarification on the account audits to the Shareholders. The Company must also file to the auditor the report and documents of the Company which the Shareholders shall receive for the Shareholders' meeting.
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Supporting Documents for AGM 2019 Page 41 of 50 List of Documents Required for Registration Prior to Attend the Meeting
1. Registration Time: 12.30 p.m. – 2.00 p.m.
2. The shareholders or their proxy holders are required to present the following documents (as the case may be): 2.1 For individual shareholder: 2.1.1 In case where the shareholder attends the meeting by himself/herself, please present a valid document showing photograph of the shareholder, which had been issued by the government authorities such as identification card, driving license, or passport. 2.1.2 In case where the shareholder attends the meeting by proxy, please present the followings: (a) A completed Proxy Form which is duly signed by the shareholder (proxy grantor) and the proxy holder; (b) A copy of the shareholder’s document issued by the government authorities with details according to item 2.1.1 above and certified true copy by the proxy grantor; and (c) The proxy holder’s document issued by the government authorities with details according to item 2.1.1 above which shall be certified true copy by the proxy holder. 2.2 For juristic person shareholder or shareholder who appoints custodian in Thailand to be share depository: 2.2.1 In case where the authorized representative(s) of the shareholder attends the meeting by himself/herself, please present the followings: (a) Document of the said authorized representative(s) issued by the government authorities with details according to item 2.1.1 above; and (b) A certified true copy of company affidavit of the shareholder showing that its authorized representative(s) is/are authorized person(s) to act on behalf of the shareholder. 2.2.2 In case where the shareholder attends the meeting by its proxy, please present the followings: (a) A completed Proxy Form which is duly signed by the shareholder (proxy grantor) and the proxy holder. The Proxy form shall also be affixed the seal of such juristic person; (b) A certified correct copy of company affidavit of the shareholder showing that its authorized representative(s) who signed the Proxy Form is/are authorized person(s) to act on behalf of the shareholder; and (c) The proxy holder’s document issued by the government authorities with details according to item 2.1.1 above which shall be certified true copy by the proxy holder. 2.2.3 In case of custodian proxy: Please enclose power of attorney authorizing such custodian and related document regarding proxy grantor and custodian in accordance with 2.2.2 (b) and (c) together including confirmation letter or copy of certificate for conducting custodian business.
2.3 For non-Thai shareholder or shareholder who is a juristic person incorporated under foreign laws: Items 2.1 and 2.2 shall be applied; mutatis mutandis, to a non-Thai shareholder or shareholder who is a juristic person incorporated under foreign laws as the case may be, however, subject to the followings: (a) Corporate affidavit may be a document issued by a) the government authorities in the country where such juristic person is incorporated or b) its own company officer, provided that it must have details with respect to corporate name, name of its authorized person(s), and signing term(s) or limitation(s) of the authorized person(s) in such signing, and address of principal office. (b) English translation certified by its authorized person(s) is required to be presented, in case its original document is not in English language.
3. Proxy for the Annual General Shareholder Meeting for year 2019: Further to the invitation of the Company to attend Annual General Shareholder Meeting for year 2019 on Friday, 26 April 2019 at 2.00 p.m. at The Four Wings Hotel Bangkok, KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey, Bangkok, THAILAND, 10110, the Company, therefore, submit Proxy Form B and C as enclosed herewith to all shareholders to allow them to exercise their voting rights. For shareholders who could not attend the meeting, they may assign other person(s) to attend the meeting on their behalf or give proxy to Mr. Manit Boonprakob, independent director, to exercise their voting rights for them subject to the followings: 1.) Please completely fill in all material details in the enclosed Proxy Form.
Supporting Documents for AGM 2019 Page 42 of 50 2.) Please specify name of the proxy holder to attend the meeting and exercise the voting rights on your behalf, or should you wish to authorize the independent director of the Company to exercise the voting rights on your behalf, please specify Mr. Manit Boonprakob, independent director, and sign for the proxy grantor. You may instruct your intention to vote in each agenda by specifying “Approve”, “Disapprove” or “Abstain” in the Proxy Form to let your proxy holder vote in accordance with your intention. 3.) Please affix stamp duties in the amount of Baht 20, crossing them and specify the date thereof. 4.) Please return the completed Proxy Form and all supporting documents to the Company at the Company Secretary Office within April 23, 2019 at 30th Floor, Maleenont Tower, No. 3199, Rama IV Road, Klongton Sub - district, Klongtoey District, Bangkok 10110.
4. Exercising of voting rights in the shareholder meeting: 4.1 Exercising of voting rights Exercising of voting rights for each agenda, one share will be accounted for one vote. The Company shall give the shareholders or proxies voting card upon registration. The total number of votes, which the shareholders or proxies are entitled to exercise for each agenda, shall be specified in the said card.
4.2 Guidelines for exercising the voting rights for each agenda Upon completion of presentation for shareholder consideration in each agenda, the Chairman shall propose the meeting to consider voting. Then, the Chairman shall request the shareholders who attend the meeting and wish to vote for disapproval or abstain to raise their hands together with submitting the voting card specifying “Disapprove” or “Abstain” to the Company’s officers for counting the votes in each agenda.
4.3 Counting votes 4.3.1 For convenience in counting votes, registration section shall record number of votes as specified in the Proxy Form by the proxy grantor upon registration to attend the meeting by the proxy holder. These votes, after combining with number of votes in the meeting, shall represent total votes in the meeting. 4.3.2 The Company shall count votes for each agenda by deducting number of disagreed and abstention votes from total number of voting rights of all shareholders, and then, clearly record the number of agreed, disagreed and abstention votes in the minute of the meeting.
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Supporting Documents for AGM 2019 Page 43 of 50 Annex to the Power of Attorney Form B
The authorization under this proxy is made by a person who is a shareholder of BEC World Public Company Limited, in the Annual General Shareholder Meeting for year 2019, Friday, 26 April 2019 at 2.00 p.m. at The Four Wings Hotel Bangkok, KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey, Bangkok, THAILAND, 10110, or the other meeting which is to be postponed to another date, time and place. ------
□ Agenda ____ Topic ______□ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain
□ Agenda ____ Topic ______□ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain
□ Agenda ____ Topic: Election of director (continued) Name of the director ______□ Approve □ Disapprove □ Abstain
Name of the director ______□ Approve □ Disapprove □ Abstain
Supporting Documents for AGM 2019 Page 44 of 50 Annex to the Power of Attorney Form C
The authorization under this proxy is made by a person who is a shareholder of BEC World Public Company Limited, in the Annual General Shareholder Meeting for year 2019, Friday, 26 April 2019 at 2.00 p.m. at The Four Wings Hotel Bangkok, KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey, Bangkok, THAILAND, 10110 or the other meeting which is to be postponed to another date, time and place.
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□ Agenda ______Topic ______□ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
□ Agenda ______Topic ______□ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
□ Agenda______Topic: Election of director (continued)
Name of the director______
□ Approve ______□ Disapprove ______□ Abstain ______
Name of the director______
□ Approve ______□ Disapprove ______□ Abstain ______
Supporting Documents for AGM 2019 Page 45 of 50 Stamp Duty 20 Baht
Power of Attorney Form B
Written at ______
Date ______Month ______Year ______
(1) I /We ______Nationality ______
Address No. ______Road ______Sub-district ______
District ______Province ______Postcode ______
(2) am a shareholder of BEC World Public Company Limited
holding total of ______shares and having ______votes as follows;
Common share ______shares and having ______votes
(3) hereby authorize (1) Mr. / Mrs. /Miss ______Age ______year(s) Address ______or (2) Mr. / Mrs. /Miss ______Age ______year(s) Address ______or (3) Mr. / Mrs. /Miss ______Age ______year(s)
Address ______or
□ Mr. Manit Boonprakob – Independent Director, age 68 years, office: BEC World Plc. 30th Floor, Maleenont Tower, 3199 Rama 4 Road, Klongton Sub - district, Klongtoey District, Bangkok. 10110 Remark: Mr. Manit Boonprakob do not have any special interests which different from other directors in every agenda proposed in the AGM 2019 Only one of them to be my attorney for attending and voting in the Annual General Shareholder Meeting for year 2019, Friday, 26 April 2019 at 2.00 p.m. at The Four Wings Hotel Bangkok, KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey, Bangkok, THAILAND, 10110 or as to be postponed to another date, time and place.
(4) I hereby authorize my attorney to vote on my behalf in this meeting as follows;
1st Agenda: To acknowledge the Board of Director report
2nd Agenda: Consideration to approve the financial statement for the Fiscal Year as of 31 December 2018 and acknowledge the relevant auditor’s report □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain
3rdAgenda Consideration to allocate the net profit for reserved fund and approve the payment of the dividend for year 2018 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain 4thAgenda: To consider and elect directors in replacement of directors retiring by rotation □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; (1) □ Election of the whole group of director □ Approve □ Disapprove □ Abstain Supporting Documents for AGM 2019 Page 46 of 50 (2) □ Election of the individual director (1) Mr. Somchai Boonnamsiri □ Approve □ Disapprove □ Abstain (2) Mr. Chansak Fuangfu □ Approve □ Disapprove □ Abstain (3) Mr. Matthew Kichodhan □ Approve □ Disapprove □ Abstain
5th Agenda: To consider and approve director remuneration for the Year 2019 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain
6th Agenda: To consider and approve the appointment of auditor and auditing Fee for the Year 2019 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve □ Disapprove □ Abstain
(5) If the vote of the attorney in any agenda is inconsistent with this proxy, it shall be deemed that the vote is incorrect and shall not be considered my vote as a shareholder. (6) In case no instruction is given by me for voting on my behalf for any agenda, unclear instruction or voting for any additional matter beyond the aforesaid agenda is required in the meeting including the case where the amendment, modification or addition to the information has been made in any respect, the attorney shall have the right to consider and vote on my behalf for any matter as he/she deems appropriate. Any acts that the attorney has performed in connection with the authorization, except for the case where the attorney d not vote in accordance with the power of attorney, shall be deemed as if I did it by myself.
Signature ______Proxy Grantor Signature ______Attorney (______) (______)
Signature ______Attorney Signature ______Attorney (______) (______) Remarks 1. The shareholder, who is a proxy grantor, shall authorize only one attorney for attending the meeting and voting. The shareholder cannot allocate his/her/its shares to more than one attorney for the purpose of separating his/her/its vote in the meeting. 2. Election of director can be made either the whole group of director or individual director. 3. In case where additional agenda is made more than the above agendas, the proxy grantor can add in the Annex to the Power of Attorney Form B as attached.
Supporting Documents for AGM 2019 Page 47 of 50 Stamp Duty 20 Baht Power of Attorney Form C (this form is for the purpose where a shareholder is a foreign investor who appointed Custodian in Thailand to be share depository) ______Written at______Date _____ Month ______Year ______(1) I /We______Nationality______Address: ______as an operator in the business of the custodian for ______a shareholder of BEC World Public Company Limited, holding total of ______shares and having ______votes as follows; Common share ______shares and having ______votes (2) hereby authorize (1) Mr. / Mrs. /Miss ______Age ______year(s) Address ______or (2) Mr. / Mrs. /Miss ______Age ______year(s) Address ______or □ Mr. Manit Boonprakob – Independent Director, age 68 years, office: BEC World Plc. 30th Floor, Maleenont Tower, 3199 Rama 4 Road, Klongton Sub – district, Klongtoey District, Bangkok. 10110 Remark: Mr. Manit Boonprakob do not have any special interests which different from other directors in every agenda proposed in the AGM 2019.
(3) I hereby authorize my attorney for voting on my behalf in this meeting as follows; □ Full authorization to vote by all number of shares held by me. □ Partial authorization: □ Common share ______shares and having ______votes
(4) I hereby authorize my attorney for voting in this meeting on my behalf as follows;
1stAgenda: To acknowledge the Board of Director report
2nd Agenda: Consideration to approve the financial statement for the Fiscal Year as of 31 December 2018 and acknowledge the relevant auditor’s report □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
3rd Agenda Consideration to allocate the net profit for reserved fund and approve the payment of the dividend for year 2018 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
4th Agenda: To consider and elect directors in replacement of directors retiring by rotation □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; (1) □ Election of the whole group of director □ Approve ______□ Disapprove ______□ Abstain ______
Supporting Documents for AGM 2019 Page 48 of 50 (2) □ Election of the individual director
(1) Mr. Somchai Boonnamsiri □ Approve ______□ Disapprove ______□ Abstain ______(2) Mr. Chansak Fuangfu □ Approve ______□ Disapprove ______□ Abstain ______(3) Mr. Matthew Kichodhan □ Approve ______□ Disapprove ______□ Abstain ______
5th Agenda : To consider and approve director remuneration for the Year 2019 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
6th Agenda : To consider and approve the appointment of auditor and auditing Fee for the Year 2019 □ (a) The attorney shall have the rights to consider and vote on my behalf as he/she deems appropriate. □ (b) The attorney shall vote pursuant to my intention as follows; □ Approve ______□ Disapprove ______□ Abstain ______
(5) If the vote of the attorney in any agenda which is inconsistent with this proxy, it shall be deemed that the vote is incorrect and shall not be considered my vote as a shareholder. (6) In case no instruction is given by me for voting on my behalf for any agenda, unclear instruction or voting any additional matter beyond the aforesaid agenda is required in the meeting including the case where the amendment, modification or addition to the information has been made in any respect, the attorney shall have the right to consider and vote on my behalf for any matter as he/she deems appropriate.
Any acts that the attorney has performed in connection with the authorization, except for the case where the attorney did not vote in accordance with the power of attorney, shall be deemed as if I did it by myself.
Signature______Proxy Grantor Signature ______Attorney (______) (______)
Signature ______Attorney Signature______Attorney (______) (______) Remarks 1. This Proxy Form C is only for a shareholder who as a foreign investor as appeared in the registration record and has appointed Custodian in Thailand to be share depository. 2. The documents required to be attached with the proxy are: (1) The Power of Attorney from the shareholder to the Custodian to sign this proxy. (2) The confirmation letter certifying that the person signing the proxy is permitted to conduct Custodian business. 3. The shareholder, who is a proxy grantor, shall authorize only one attorney for attending the meeting and voting. The shareholder cannot allocate his/her shares to more than one attorney for the purpose of separating his/her vote in the meeting. 4. Election of Director can be made either the whole group of director or individual director. 5. In case where additional agenda is made more than the above agendas, the proxy grantor can add in the Annex to the of Power of Attorney Form C as attached.
Supporting Documents for AGM 2019 Page 49 of 50
Map of The Four Wings Hotel Bangkok KANYALAK BALLROOM 3rd FLOOR, 40 Sukhumvit Road 26 Klongtoey Sub-District, Klongtoey District, Bangkok, THAILAND, 10110
BEC World Public Company Limited Registration Company Number 0107538000673 3199 Maleenont Tower, B1, G, 2, 3, 8, 9, 10, 30-34 floor, Rama IV Road, Khlongton, Khlongtoey, Bangkok Telephone: 0 2204 3333, 0 2262 3333 Facsimile: 0 2204 1384
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