Notice of 2019 Annual General Meeting of Shareholders Taokaenoi Food & Marketing Public Company Limited Thursday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th floor, S31 Sukhumvit Hotel Index Page Notice of 2019 Annual General Meeting of Shareholders Documents Agenda No. Attachment of meeting agenda 1 1 - Copy of the Minutes of 2018 Annual General 15 Meeting of Shareholders 2 2 - Annual Report for the year 2018 3 5 - Profile of the nominated candidates for the election 39 of new directors in replacement of those to be retired by rotation 4 7 - Profile of proposed Auditors for Year 2019 48 Documents for attending the meeting 5.1 - Registration form, documents required prior to 52 attending the Meeting and supporting documents for proxies, and Proxy Forms as specified by Department of Business Development, Ministry of Commerce 5.2 - Provisions of the Company’s Articles of Association 67 relating to the General Meeting of Shareholders 5.3 - Voting, counting and announcement of the results 71 5.4 - Profiles of the independent directors proposed by 73 the Company to act as proxies for the shareholders 6 - The 2018 Annual Report Requisition Form 76 7 - Map of the Annual General Meeting of Shareholders 77 place --------------------------------------------------------------------------------------------- No-gift Policy to comply with guidelines of the governing authority to cease/ cancel providing gifts at the Annual General Meeting of Shareholders --------------------------------------------------------------------------------------------- Registration begins from 08.00 A.M. onward. For convenience, please bring the registration form which has the barcode on the meeting date. Notice of 2018 Annual General Meeting of Shareholders of Taokaenoi Food & Marketing Public Company Limited March 27, 2019 Subject: Invitation to attend 2019 Annual General Meeting of Shareholders To: Shareholders Attachments 1. Minutes of 2018 Annual General Meeting of Shareholders 2. Annual Report for the year 2018 (CD-ROM) 3. Profile of the nominated candidates for the election of new directors in replacement of those to be retired by rotation 4. Profile of proposed Auditors for year 2018 5. Supporting documents for attending the meeting 5.1 Registration form, documents required prior to attending the Meeting and supporting documents for proxies, and Proxy Forms as specified by Department of Business Development, Ministry of Commerce 5.2 Provisions of the Company’s Articles of Association relating to the General Meeting of Shareholders 5.3 Voting, counting and announcement of the results 5.4 Profiles of the independent directors proposed by the Company to act as proxies for the shareholders 6. The 2018 annual report requisition form 7. Map to the Annual General Meeting of Shareholders place NOTICE IS HEREBY GIVEN that, by virtue of the resolution of the Board of Directors of Taokaenoi Food & Marketing Public Company Limited (the “Company”) No. 1/2019 held on February 20, 2019, the 2019 Annual General Meeting of Shareholders will be held on Thursday, April 25, 2019 at 10:00 a.m. at Grand Ballroom 5th Floor S31 Sukhumvit Hotel, No. 545, Soi Sukhumvit 31, Klongtoey-Nua, Wattana, Bangkok to consider matters according to the agenda together with the Board’s opinions as follows:. Agenda item 1 To adopt the minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 Preamble: The Company has prepared the Minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 Taokaenoi Food & Marketing Public Company Limited 1 and published the copy of such minutes through the SET portal and the Company’s website after the Annual General Meeting of Shareholders on May 7, 2018, which is within fourteen (14) days from the shareholder meeting date. Board of Directors’ opinion: The Board opined that the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 was convened and recorded correctly and recommended that the 2019 Annual General Meeting adopt the said Minutes. A copy of the said Minutes is recorded correctly and recommended that the 2019 Annual General Meeting adopt the said Minutes. A copy of the said Minutes is provided here as Attachment No. 1. Vote required: Simple majority of total number of votes of the shareholders who attend the meeting and cast their votes. Agenda item 2 To acknowledge the Company’s Annual Report for the year 2018 Preamble: The Company summarized the overall performance and major changes of the year 2018, details of which are specified in the annual report. 2018 The annual report is provided here as attachment No. 2, distributed to shareholders together with this notice according to Clause 3 of the Regulation of the Stock Exchange of Thailand Re: Procedure for the Disclosure of Information and Submission of Documents of Listed Companies through the Electronic System B.E. 2560 (2017) and Clause 41 of the Articles of Association of the Company. Board of Directors’ opinion: The Board deemed it appropriate to propose that the Meeting acknowledge the Company’s Annual Report for the year 2018, describing the Company’s performance and major changes duringthe year 2018. Vote required: This agenda item is for shareholders’ acknowledgment; therefore, voting is not required. Agenda item 3 To consider and approve the financial statements for the year ending December 31, 2018 Preamble: To comply with Section 112 of the Public Company Limited ActB.E. 2535 (as amended) and Article 40 of the Company’s Articles of Association, the Company prepared the financial statements for the year ending December 31, 2018, which was audited by the Company’s auditor, and reviewed by the Audit committee and Board of Director and proposes them to the 2019 Annual General Meeting of Shareholders for consideration 2 Notice of 2019 Annual General Meeting of Shareholders and approval. Board of Directors’ opinion: The Board deemed it appropriate to propose that the Meeting consider and approve the financial statements for the year ending December 31, 2018, as duly audited and certified by the Company’s auditor from EY Office Limited and reviewed by the Audit committee. The company’s financial status and performance during the year 2018 are summarized as follows: The statements of financial position and income statements Unit: Million Baht Consolidated financial Separate financial statements Items statements 2018 2017 +/- 2018 2017 +/- Financial Statements Assets 3,787.3 3,322.1 465.20 3,682.1 3,182.4 499.70 Liabilities 1,619.1 1,146.2 472.90 1,517.5 1,036.6 480.90 Shareholders’ equity 2,164.60 2,176.0 -11.40 2,164.6 2,145.9 18.70 Profit and Loss Statement Revenue from sales 5,662.7 5,263.6 399.10 5,434,4 5,087.8 346.60 Profit for the year 459.2 608.4 -149.20 490.5 578.9 -88.40 Earnings per share (Baht/ 0.33 0.44 -0.11 0.36 0.42 -0.06 Share) The details thereof are shown in the part of financial statements in the 2018 Annual Report, distributed to shareholders together with this Notice, which is provided here as Attachment No. 2. Vote required: Simple majority of the total number of votes of the shareholders who attend the meeting and cast their votes. Agenda item 4 To consider and approve the allocation of profits for the year 2018 as the legal reserve and dividend payment. Preamble: In accordance with Section 116 of the Public Limited Company Act B.E. 2535 (as amended) and Article 45 of the Company’s Articles of Association, the Company has to allocate not less than five percent (5%) of its annual net profit, after setting-off accumulated losses brought forward (if any), to be a legal reserve until that legal reserve reaches a level equal to not less than 10% of the registered capital. As of December 31, 2018, the Company’s capital is 345,000,000 baht, and the Company has legal reserves of 34,500,000 baht, equal to ten percent (10%) of the registered capital, so it is complete Taokaenoi Food & Marketing Public Company Limited 3 as the requirement of the law and the Company does not have a duty to allocate the profits to the legal reserve. In accordance with Section 115 of the Public Limited Company Act B.E. 2535 (as amended) and Article 44 of the Company’s Articles of Association, the Annual General Meeting of shareholders can allocate legal reserve and dividend payment, and the Board of Director can approve the payment of an interim dividend in case the Company has enough profit and shall report such payment to the next general meeting of shareholders. The Company has a policy to distribute dividends at the rate of not less than 40% of the net profit as specified on the separate financial statements, after deducting taxes, legal reserve and other reserve (if any). The Company may consider changing the dividend distribution in case of necessity or extraordinary circumstances as it deems appropriate. The results of the operation and the net profit as specified on the separate financial statements on December 31, 2018 show that the Company has a net profit of Baht 490,472,547. Thus, the Company has deemed it appropriate to propose that the Meeting consider and approve dividend payment in the total amount of Baht 469,200,000, calculated at the rate of Baht 0.34 per share, or ninety-six percent (96%) of the profit for the year, as specified on the separate financial statements as the Company’s dividend payment policy. The Company paid an interim dividend on September 6, 2018 in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share. The final dividend payment will be made in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share.