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Notice of the Extraordinary General Meeting of Shareholders No.1/2020 Of MBK Public Company Limited
The meeting will be held on Wednesday, November 18, 2020, beginning at 2:00 P.M. at Jamjuree on the M floor of Pathumwan Princess Hotel whose address is No. 444, MBK Center Building, Phayathai Road, Wangmai, Pathumwan, Bangkok.
Preventive Measures for COVID-19
Following an outbreak of COVID-19, the SEC and other relevant regulatory bodies have encouraged the shareholders to appoint independent directors as proxy instead of attending the EGM themselves. Guidelines and Measures to prevent the spread of the Coronavirus 2019 (COVID-19) in the Extraordinary General Meeting of Shareholders No.1/2020 of MBK Public Company Limited
According to MBK Public Company Limited (“the Company”) set the Extraordinary General Meeting of Shareholders No.1/2020 (“the EGM”) on November 18, 2020. The ongoing situation of the spread of the Coronavirus 2019 (“COVID-19”) is concerned and attention to the health of the shareholders’ MBK, therefore the Company has
specified guideline in the EGM as follows: 1 The Company encourages the shareholders to consider granting proxy to the Company’s director to attend and vote in the meeting and send the proxy form to the Company prior to the date of the meeting. 2 In the case, if any shareholder or proxy-holder still wants to attend the Meeting,
the Company would like to request attendees for cooperation and understand the guidelines for conducting meetings in accordance with the Government measures to prevent and reduce the risk of the spread of the virus COVID-19 as follows:
2.1 Shareholders or proxies must present at the screening point in accordance with the guidelines of the Department of Disease Control that the Company set up a screening point in front of the meeting room. The Company reserves the right to not allow shareholders or proxies with any of the following symptoms to participate in the meeting. 1) Who are fever, with temperatures from 37.5 Celsius up 2) Who have respiratory symptoms, such as fever, cough, sore throat, runny nose, Anosmia, Asthma. In the case, if any person has been at risk or shown any respiratory insufficiency symptoms, The Company will reserve the right to deny entry into the meeting room. However, shareholders (only those who come in the Meeting) could give a proxy to the Company’s Independent Director to attend the meeting on their
behalf. 3) The queue line at the screening point, document checking, and registration zones will be with distancing at least 1 meter.
2.2 The Company has arranged seats for the attendees in accordance with the Government measures to prevent the spread of the virus COVID-19,
with at least 1 meter of distance each seat, which will result in a limited number of seats in the meeting room. When the seats are fully occupied, no more participants will be allowed to enter the meeting venue. To
protect shareholder voting right, Shareholders who attend the meeting in persons, are required to grant proxy to the Company’s Independent
Directors to attend the Meeting instead of participating in persons. 2.3 The venue will be sanitized and cleaned prior to the meeting. 2.4 Due to limited meeting venue, the Company does not allow followers to participate in the meeting venue. 2.5 The company kindly requests everyone to prepare and wear a face mask all time during the meeting. 2.6 Due to reduce the risk of spread the virus COVID-19, the Company may be not prepare microphone for attendees to ask questions at the meeting but preparing paper for written questions. Attendees can submit their questions to the Company’s staff to submit it to the Company’s Chairman
of the Meeting. 2.7 If the situation of the spread the virus COVID-19 is change before the EGM No.1/2020 or Government have any additional announces about Meeting the Company will inform Shareholders via the Company’s website
www.mbkgroup.co.th If there are many attendees or they arrive at the same time, there may be delay in screening and registration for the meeting. The Company hereby apologizes for any such inconvenience that may arise.
Yours Sincerely, MBK Public Company Limited Notice of the Extraordinary General Meeting of Shareholders No.1/2020 Table of Contents
Supporting documents for the Extraordinary General Meeting of Shareholders No.1/2020 Page ➢ Notice of the Extraordinary General Meeting of Shareholders 1 - 8 for the Year 2020
➢ Copy of the Minutes of the Annual General Meeting of Shareholders for 9 - 61 the Year 2020 (for considering Agenda 1)
➢ Capital Increase Report form (F53-4) (for considering Agenda 2,4-6 62 - 68 and Agenda 8-9)
➢ Preliminary details of warrants to purchase ordinary shares of MBK 69 - 74 Public Company Limited No. 1 (MBK-W1) (for considering Agenda 4-5 and Agenda 8)
Supporting documents for attending the Extraordinary General Meeting of Shareholders No.1/2020 ➢ Guidelines on proxy appointment and registration relating to the 75 - 76 attendance of the Extraordinary General Meeting of Shareholders No.1/2020
➢ Profile of Independent Director for Appointment of Proxy 77
➢ Procedures relating to the attendance of the Extraordinary General Meeting of 78 Shareholders No.1/2020
➢ Copy of the Articles of Association relating to the shareholders meeting 79 - 81 of MBK Public Company Limited
➢ Location Map of Pathumwan Princess Hotel which is the venue for the Extraordinary General Meeting of Shareholders No.1/2020
Ref: MBK 045/2020 OCTOBER 22,2020
Subject: Notice of Extraordinary General Meeting of Shareholders No.1/2020 To: Shareholders MBK Public Company Limited Attachments: 1. Invitation to the Extraordinary General Meeting of Shareholders No.1/2020 and Registration Form in QR Code 2. Copy of the Minutes of the Annual General Meeting of Shareholders For the Year 2020 3. Capital Increase Report form (F53-4) 4. Preliminary details of warrants to purchase ordinary shares of MBK
Public Company Limited No. 1 (MBK-W1)
5. Proxy form B
6. Guidelines on proxy appointment and registration relating to the attendance of the Extraordinary General Meeting of Shareholders No.1/2020 7. Procedures relating to the attendance of the Extraordinary General Meeting 8. Copy of the Articles of Association relating to the shareholders meeting
9. Location Map of Pathumwan Princess Hotel which is the venue for the
the Extraordinary General Meeting of Shareholders No.1/2020
At its Meeting No. 10/20, the Board of Directors of MBK Public Company Limited adopted a resolution to hold the Annual General Meeting of Shareholders on Wednesday, November 18,2020 beginning at 2:00 P.M. in Jamjuree on the M floor of Pathumwan Princess Hotel whose address is 444 MBK Center Building, Phayathai Road, Wangmai, Pathumwan, Bangkok. The hotel is part of the complex which is the location of the Company’s headquarters. The objective of the meeting is to consider various matters in line with the following agenda and the related opinions of the Board of Directors.
Agenda 1 To certify the minutes of the Annual General Meeting of Shareholders for the Year 2020 “the AGM”
Objective and Rationale The Annual General Meeting of Shareholders for the Year 2020 was held on August 5, 2020. The shareholders considered various matters at this meeting. The Company also prepared an annual report and sent it to the Stock Exchange of Thailand. The annual report was also made
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available through the Company’s website. In this connection, it is necessary for the Company to submit the minutes of the meeting to the shareholders for consideration. The minutes are presented in the supporting document from Pages 9 - 61
The Opinion of the Board of Directors The minutes of the Annual General Meeting of Shareholders for the Year 2020 was correctly reported. Thus the EGM should approve the minutes.
Agenda 2 Approved the decrease of the registered capital of the company from the original registered capital of THB 2,194,923,000 to new registered capital of THB 1,694,923,000 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate amount of 500,000,000 shares with a par value of THB 1 per share which have been not allocated in the whole according to the resolution AGM 2020
Objective and Rationale As the company increased its registered capital by 500,000,000 baht to support the capital increase under the general mandate, but because the company intends to issue and allocate MBK-W1 warrants to the shareholders. And the company has not yet issued and offered the said capital increase shares. Therefore, in order to comply with the Public Limited Act 2535 on capital increase under Section 136, the company has to decrease its registered capital.
The Opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to decrease of the registered capital of the company from the original registered capital of THB 2,194,923,000 to new registered capital of THB 1,694,923,000 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate amount of 500,000,000 shares. The supporting document from Pages 62 - 68
Agenda 3 Approved to amend the Article 4 of the memorandum of the company to be in accordance with the decrease of the registered capital
Objective and Rationale To be in accordance with the reduction of the Company's registered capital of the company in Agenda 2
The Opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to amend the Article 4 of the memorandum of the company to be in accordance with the decrease of the registered capital as follows:
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“ Article 4. Registered capital : 1,694,923,000 baht (One thousand
six hundred and ninety-four million nine hundred and twenty-three thousand baht only) Divided into : 1,694,923,000 shares (One thousand six hundred and ninety-four million nine hundred and twenty-three thousand shares) Value per share : 1 baht (one baht) Divided into Ordinary share : 1,694,923,000 shares (One thousand six hundred and ninety-four million nine hundred and twenty-three thousand shares) Preferred share : not exist- (--)”
Agenda 4 Approved to the issuance of the Company’s warrants to purchase ordinary shares No.1 (MBK-W1) in the amount not more than 67,796,920 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings
Objective and Rationale This is to prepare and strengthen and provide financial flexibility in the implementation of future projects. And to reserve money for the Company's working capital In addition, the company It intends to provide compensation to the shareholders of the Company Therefore, it is deemed appropriate to propose to the Extraordinary General Meeting of Shareholders No.1/2020 to consider and approve the issuance and allocation of warrants to purchase the newly issued ordinary shares of MBK Public Company Limited No.1 (Warrants). Right of MBK-W1 in the amount not exceeding 67,796,920 units to the Company's shareholders. According to the shareholding proportion.
The Opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to the issuance of the Company’s warrants to purchase ordinary shares No.1 (MBK-W1) in the amount of not more than 67,796,920 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings at no offering price, (zero Baht) at the ratio of 25 ordinary shares to 1 unit of warrant (any fractions resulting from the calculation based on the allocation ratio set forth shall be rounded down), with a term of 3 years from the issuance date, having an exercise ratio of 1 unit of warrant per 1 ordinary share at an exercise
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price THB 3 (the “Exercise Price”), (the “MBK-W1 Warrants”) and details with regards to the issuance of the MBK-W1 Warrants are determined. Please refer to the preliminary details of the MBK-W1 the supporting document from Pages 70 – 74
In this regard, the Company has set the date for determining the names of the shareholders who shall be entitled to receive the MBK-W1 Warrants on October 22,2020 (Record Date). However, the determination of such right remains uncertain and subject to an approval of the EGM.
The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W1 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W1 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W1 Warrants and newly issued shares occurred from the exercise of the MBK-W1 Warrants on the Stock Exchange of Thailand (“SET”); (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W1 Warrants;
Agenda 5 Approved to increase the registered capital of the company to reserve for the issuance of the Company’s warrants to purchase original shares No.1 (MBK-W1) from the original registered capital of THB 1,694,923,000 to THB 1,762,719,920 by issuing not more than 67,796,920 new ordinary shares with a par value of THB 1 per share
Objective and Rationale To provide the company with financial flexibility for business expansion and/or the Company's working capital in the future. In addition, the company It intends to provide compensation to the shareholders of the Company. It is of the view that the issuance and allocation of MBK-W1 warrants to the shareholders in proportion to the fund raising that may reduce the financial burden of the Company in borrowing from financial institutions in the future.
The Opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to increase the registered capital of the company to reserve for the issuance of the Company’s warrants to purchase ordinary shares No.1 (MBK-W1) from the original registered capital of THB 1,694,923,000 to THB 1,762,719,920 by issuing not more than 67,796,920 new ordinary shares with a par value of THB 1 per share.
Juristic Person Tel. 02-853-7834 MBK 2020045 page 4/8 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) Agenda 6 Approved to increase the registered capital of the company under the General Mandate from THB 1,762,719,920 to THB 2,262,719,920 by issuing 500,000,000 new ordinary shares with a par value of THB 1 per share
Objective and Rationale In order to conduct business of the company in line with the careful financial management policy. (Conservative) proposed to the 2020 Annual General Meeting of Shareholders to consider and approve the increase of the Company's registered capital. In this regard, if in the future there is an unexpected situation, the company will be able to reserve for financial management. Carefully designed without affecting the normal operations of the company.
The Opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to increase the registered capital of the company under the General Mandate from THB 1,762,719,920 to THB 2,262,719,920 by issuing 500,000,000 new ordinary shares with a par value of THB 1 per share Please find details in a report on capital increase the supporting document from Pages 62 – 68
The Company’s increase in registered capital under General Mandate was to accord with its conservative financing policy. If in the future, there are situations above expectations, the Company will be able to maintain its conservative financial management to be flexible without affecting normal operation.
Agenda 7 Approved to amend the Article 4 of the memorandum of the company to be in accordance with the increase of the registered capital
Objective and Rationale To be in accordance with the increase of the registered capital of the company in Agenda 5 and Agenda 6
The opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to amend the Article 4 of the memorandum of the company to be in accordance with the increase of the registered capital above the details as follows:
“Article 4. Registered capital : 2,262,719,920 baht (Two thousand two
hundred and sixty-two million seven hundred and nineteen thousand nine hundred and twenty baht only) Divided into :2,262,719,920 shares (Two thousand two hundred and sixty-two million seven hundred and nineteen thousand mine hundred and twenty shares) Juristic Person Tel. 02-853-7834 MBK 2020045 page 5/8 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560)
Value per share :1 baht (one baht) Divided into Ordinary share : 2,262,719,920 shares (Two thousand two hundred and sixty-two million seven hundred and nineteen thousand nine hundred and twenty shares) Preferred share : -not exist- (-)”
Agenda 8 Approved to allocate not more than 67,796,920 newly issued ordinary shares for the exercise of the MBK-W1 Warrants, which will be issued to existing shareholders of the Company in proportion to their respective shareholdings
Objective and Rationale According to Agenda 5, the Company intends to increase the Company's registered capital in the amount not exceeding 67,796,920 baht in order to reserve for the exercise of warrants to purchase ordinary shares of the Company. Therefore, it is deemed appropriate to propose to the Extraordinary General Meeting of Shareholders to consider and approve the allocation of the Company's newly issued ordinary shares of not more than 67,796,920 shares with a par value of 1 baht per share.
The opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to allocate not more than 67,796,920 newly issued ordinary shares for the exercise of the MBK- W1 Warrants, which will be issued to existing shareholders of the Company in proportion to their respective shareholdings in accordance with the details set out in agenda 4
The details of the allocation of newly issued ordinary shares appear in accordance with Enclosed with Capital increase report form (F53-4) the supporting document from Pages 62 - 68
Agenda 9 Approved to the allocation of newly issued ordinary shares of the company under the General Mandate of not more than 500,000,000 shares with a par value of THB 1 per share
Objective and Rationale According to the company proposed to the Board of Directors to approve the increase the registered capital of the company under the General Mandate in agenda 6, therefore, must propose to the Board of Directors to approve the allocation of 500,000,000 new ordinary shares with a par value of 1 baht to the existing shareholders, to comply with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.
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The opinion of the Board of Directors The board of directors deems it appropriate to propose the EGM No. 1/2020, has approved to the allocation of newly issued ordinary shares of the company under the General Mandate of not more than 500,000,000 shares with a par value of THB 1 per share as follows: • Allocation of not more than 500,000,000 new ordinary shares or equivalent to 29.50% of the paid-up capital, offering to the shareholders in proportion to their shareholding.
Whereby, the Board of Directors shall be authorized to allot and offer in the same time or to separate into partial for offering in lots from time to time and have the right to take any actions necessary as appropriate regarding to the offering of such increased ordinary shares, e.g. set XR date, and objective of the issuance and offering of such ordinary shares, specify offering price and ratio for allotment including subscription period, allotment method and the payment process, etc., including change of the subscription period and payment and determining other conditions and details in issuing and offering of such increased shares as deemed appropriate, including the authority to correct wording or contents for minutes of shareholders’ meeting or Memorandum of Association and/or the various actions necessary in compliance with the order of Registrar in relation to the registration of registered capital increase with Department of business Development, Ministry of Commerce from time to time in accordance with the payments of the subscriber (S) in each time, including listing the increased shares in the Stock Exchange of Thailand and submission of information and documents to the Securities and Exchange Commission, the Stock Exchange of Thailand, Ministry of Commerce or other relevant authorities.
The allocation of newly issued ordinary shares to existing shareholders in General Mandate must be completed within the next date of the Annual General Meeting of Shareholders which be determined by the Company or within the date of the Annual General Meeting of Shareholders which be determined by the law, whichever date is earlier. The details of the allocation of newly issued ordinary shares appear in accordance with Enclosed with Capital increase report form (F53-4)
Agenda 10 Other (if any)
Objective and Rationale In line with the practice which the Company has always adhered to, although the Company does not set aside any matter for discussion under the agenda item on other business, it provides the shareholders with opportunities to put questions or express their opinions about the matters related to the various agenda or other matters throughout the meeting, which takes quite some time. At this meeting, the Company deems it appropriate to include the agenda on other business for the shareholders. However, in an event that the shareholders wish to consider and adopt a resolution on any matter other than those specified in the notice of the meeting, the
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shareholders have to comply with the requirement specified in the second paragraph of Section 105 of the Public Limited Companies Act, B.E. 2535, which says:
“When the consideration of the matters under paragraph one is finished, the shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting.”
The Opinion of the Board of Directors The Board of Directors deems it appropriate to provide the shareholders with this agenda so that they can raise questions and/or express opinions on various matters without having to adopt any resolution. However, if the shareholders wish to propose any matter for consideration and approval, they are required to fulfill the conditions mentioned above in the second paragraph of Section 105 of the Act.
You are cordially invited to attend the Annual General Meeting of Shareholders on the date and at the time and place stated above. In case you wish to appoint someone to attend the meeting on your behalf, please complete and sign the accompanying proxy form which is one of the supporting documents for the meeting. Your proxy holder is required to present the proxy form to the Company’s registration staff before the meeting commences. Or in case you wish to appoint as your proxy any of the Company’s independent directors whose names are given in the list on the given in the list on the proxy form, we would greatly appreciate.
Yours sincerely, By the Board of Directors
(Mr.Suvait Theeravachirakul) Director and President MBK Public Company Limited
Juristic Person Tel. 02-853-7834 MBK 2020045 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 8/8 Minuets of the General Meeting of Shareholders 2020 MBK Public Company Limited Wednesday, August 5th, 2020 At Chamchuri Ballroom, M Floor, Pathumwan Princess Hotel 444 Phayathai Road, Wangmai, Pathumwan, Bangkok
Mr. Banterng Tantivit, Chairman of the Board of Directors, acted as Chairman of the Meeting. Chairman of the Meeting informed the Meeting that as of 2.03 pm., shareholders and shareholders represented through proxies present in the Meeting were as follows:
➢ 212 shareholders present in person, holding altogether 18,698,842 shares. ➢ 134 shareholders granted proxy to the Company’s Independent Directors, holding altogether 271,311,179 shares; the proxy holders could exercise the sharedholders’ voting rights for each agenda item presented by the Board. ➢ 88 shareholders granted proxy to other people, holding altogether 951,944,871 shares. ➢ Total 434 shareholders, owning a combine of 1,241,954,897 shares, either attended or gave their proxies to others to attend the Meeting. The Company had a total of 6,828 shareholders, holding altogether 1,694,923,000 shares. The shareholders present in person and represented through proxies were calculated as 73.275 percent of the total shares; a quorum was thus constituted and the Meeting was declared open. Chairman of the Meeting asked Mr. Suvait Theeravachirakul, Director and President, to present directors and members of the Executive Management. Mr. Suvait Theeravachirakul informed the Meeting that there were 10 directors attending the Meeting as follows: 1. Mr. Banterng Tantivit Chairman 2. Mr. Suphadej Poonpipat Vice Chairman and Chairman of the Nomination and Compensation Committee 3. Mr. Kasama Punyagupta Independent Director and Member of the Audit Committee
- 9 - 4. Mr. Pracha Jaidee Independent Director, Member of the Audit Committee, and Member of the Nomination and Compensation Committee 5. Mr. Suwit Rojanavanich Independent Director and Member of the Audit Committee 6. Mrs. Panit Pulsirivong Independent Director and Member of the Nomination and Compensation Committee 7. Mr. Piyapong Artmangkorn Director 8. Mr. Suvait Theeravachirakul Director and President 9. Mr. Hatchapong Pokai Director 10. Mr. Atipon Tantivit Director
The number of directors attending the Meeting was 10 directors and was proportioned to the total number of directors as 100%.
There were 7 members of the Executive Management attending the Meeting as follows:
1. Mr. Kasemsuk Chongmankhong Managing Director, the Corporate Supporting Center, and Senior Executive Vice President, Finance and Administration Division 2. Mr. Somphol Tripopnart Senior Executive Vice President, Leasing and Tenant Relations Management Division, and Acting Senior Executive Vice President, Marketing Division 3. Ms. Yupapan Paritranun Senior Executive Vice President, Internal Audit Division 4. Mr. Apichat Kamoltham Senior Executive Vice President, Legal Division 5. Mr. Satit Saisorn Senior Executive Vice President, Operation Division 6. Mrs. Chaninchorn Predeeprompan Senior Executive Vice President, Human Resources Division 7. Mr. Wisarn Sipiyarak Senior Executive Vice President, Leasing and Tenant Relations Management Division
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Chairman of the Meeting informed the Company posted the agenda for the General Meeting of Shareholders on the Company’s website and gave the shareholders an opportunity to submit their views on any issues deemed fit to be included in the agenda and to propose qualified candidates to the Nomination and Compensation Committee and the Board for appointment of positions of directors in place of directors who completed their terms in office from September 27th, 2019 to December 30th, 2019. There were no issues submitted for inclusion in the agenda nor there were any candidates proposed for consideration of the Nomination and Compensation Committee and the Board of Directors. In this Meeting, Mr. Apichat Kamoltham, Senior Executive Vice President, Legal Davion, was assigned as the secretary of the Meeting in order to take the minutes. Mr. Yingyong Techarungnirun, an independent auditor who was not involved in the Company, was invited to represent the shareholders to witness the vote counting of shareholders in this Meeting. Mrs. Gingkarn Atsawarangsalit, the Company’s auditor, also participated in this Meeting in order to help answer questions posed by shareholders.
Before the Meeting was convened, Mr. Apichat Kamoltham explained processes of the Meeting and the voting as follows:
1. The meeting process The Meeting will consider each agenda in order as listed in the Meeting invitation. The directors or related management members will present information about each agenda and provide an opportunity for the shareholders to hand in questions to the Company’s staff and then vote. During the vote counting process, the next agenda will be considered. A resolution of the previous agenda is then announced when the voting result is realized. 2. The voting process When the shareholders ask all the questions for each agenda item, in order to expedite the vote-counting process, Chair of the Meeting will ask the shareholders to follow the voting process as follows: (1) The shareholders or proxies who wish to disapprove or abstain from voting on each agenda item should indicate their votes on the ballots, raise their hands and the staff will collect the ballots from the shareholders. (2) The shareholders or proxies who agree neither need to cast votes on the ballots nor have to raise their hands; they will be assumed to approve the agenda item as proposed.
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(3) For the agenda item 5 To consider the appointment of the directors to replace those whose tenures end, all shareholders and proxies who either approve, disapprove, or abstain from voting please indicate their votes on the ballots. The staff will collect the ballots from all of you. 3. The ballots that the shareholders receive will be based on the principle of one share equals one vote. There are 15 ballots in total. 4. The voting The shareholders and proxies are eligible to cast their vote to either approve, disapprove, or abstain from voting on each agenda item; shares cannot be split in order to divided the voting. Exceptions are made for proxy holders for foreign investors who appoint custodians in Thailand to safe-keep their clients’ securities. With these exceptions, split shares for the voting are allowed. 5. The vote counting for each agenda item’s resolution In case that wrongly cast the ballot, or exercise over-voting rights; the ballot will be deemed invalid. The votes in disapproval, abstention, and voided ballots are counted. Then, the total votes cast in disapproval, abstention, and voided ballots will be deducted from the total votes of the shareholders attending the Meeting. The result will be considered the votes in approval of the agenda item. 6. In case that shareholders have questions in the Meeting The shareholders will be asked to submit their question/recommendation forms attached to the end of the ballots to the staff so that they will be used as information in preparing the Meeting’s minutes.
Chairman of the Meeting started the Meeting which was set on the agenda as follows:
Agenda item 1 To certify the minutes of the Annual General Meeting of Shareholders 2019 “the AGM”
Chairman of the Meeting asked the Meeting to consider the minutes of the General Meeting of Shareholders 2019 held on April 29th, 2019. The minuets with details were delivered to each shareholder, according to the supporting document for consideration, pages 16 - 48. Chairman of the Meeting asked the Meeting to consider each page of the minutes and provided an opportunity for the shareholders to request amendments. After considering every page of the minutes, no shareholders requested amendments to the minutes. Chairman of the Meeting asked for the resolution, informing that the shareholders or proxies who wished to disapprove or abstain from voting to fill the information in the ballot for the agenda item 1 and raise the ballot for the staff to collect.
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Resolution for the agenda item 1 certifying the minutes of the General Meeting of Shareholders 2019:
Approve Amount 1,242,067,334 votes equal (%) 100.0000 Disapprove Amount 0 vote equals (%) 0.0000 Abstain Amount 0 vote equals (%) 0.0000 Voided Ballots Amount 0 vote equals (%) 0.0000
There was the total of 1,242,067,334 votes for this agenda item, equaling the percentage of 100.0000.
Conclusion The Meeting, by a unanimous vote, certified the minutes of the General Meeting of Shareholders 2019.
Agenda item 2 To report the Company’s performance for the fiscal year 2019
Chairman of the Meeting asked Mr. Kasemsuk Chongmankhong Managing Director, the Corporate Supporting Center, and Senior Executive Vice President, Finance and Administration Division, to give a report of the Company’s performance for the fiscal year 2019 to the Meeting.
Mr. Kasemsuk Chongmankhong, reported the performance as follows: Significant changes and development in the fiscal year 2019, from January 1st, 2019 to December 31st, 2019.
The Company’s performance was categorized into 8 business groups as follows:
1. The Shopping Center Business 2. The Hotel and Tourism Business 3. The Golf Business 4. The Real Estate Business 5. The Food Solution Business 6. The Financial Business 7. The Other Business 8. The Corporate Supporting Center
- 13 - 1. The Shopping Center Business Current projects The Company and its subsidiaries Lease Space for Rent Percentage of Shopping Center Location Agreement (SQM) Ownership The agreement Pathumwan MBK Center will be terminated 83,870 100% Intersection in 2033. The agreement Paradise Park Srinakarin Rd. will be terminated 90,984 100% in 2023. The Company’s The Nine Center Rama IX Road 15,116 100% ownership The agreement Paradise Place Srinakarin Rd. will be terminated 20,030 100% in 2037.
The Affiliate (Siam Piwat Company Limited) Lease Space for Rent Percentage of Shopping Center Location Agreement (SQM) Ownership The agreement Pathumwan Siam Center will be terminated 22,658 Intersection in 2065. 47.98% The agreement Pathumwan Siam Discovery will be terminated 28,677 Intersection in 2065. The agreement Pathumwan Siam Paragon will be terminated 200,806 23.99% Intersection in 2065. Charoen Nakorn, by the riverside of The Company’s Icon Siam 175,562 23.99% Chao Phraya ownership River Lat Krabang, Siam Premium The Company’s by the roadside of 50,000 24.46% Outlets ownership Motorway (No.7)
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2. The Hotel and Tourism Business
Current projects Number of Lease Percentage Hotel Location Start operating rooms Agreement of Ownership The agreement will be Pathumwan Princess Hotel Bangkok 455 1996 100% terminated in 2033. Dusit Thani Krabi Beach The Company’s Krabi 240 2003 100% Resort ownership The Company’s Tinidee @ Ranong Ranong 134 2002 100% ownership The Company’s Tinidee Inn Ranong 46 2011 100% ownership Tinidee Golf Resort @ The Company’s Phuket 45 2010 72.60% Phuket ownership Tinidee Hotel @ Bangkok The Company’s Pathumthani 128 2018 100% Golf Club ownership Lanta The Company’s Layana Resort and Spa Island, 57 2011 100% ownership Krabi The agreement 1997 will be (1 branch) Bangkok/ 3 terminated in Olympic Fitness 100% Pathumthani (branches) 2023./ The Company’s 2018 ownership (2 branches)
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3. The Golf Business Current projects Number of holes Area Percentage of Golf Course and par (Rai) Ownership
Loch Palm Golf Course (LPGC) : Phuket 18 holes, par 72 600 72.60% Red Mountain Golf Course (RMGC) : Phuket 18 holes, par 72 500 72.60% Riverdale Golf and Country Club (RDGC) : 18 holes, par 72 346 100% Pathumthani
Bangkok Golf Club (BKGC) : Pathumthani 18 holes, par 72 400 100% Lamlukka Golf and Country Club (LKGC) : 36 holes, par 72 1,500 46.46% Pathumthani
4. The Real Estate Business Current projects Project’s A number of Remaining units A number of Project’s Name Value ownership- (Units) units in total (Million Baht) transferred units Park Riverdale 664 69 33 36 The Riverdale 1,166 24 3 21 Residence Quaritz 603 14 - 14 Quinn 349 2,500 349 - Sukhumwit 101 Ban Rommai 2 15 302 204 189 (Bowin)
- 16 - 5. The Food Solution Business It was categorized as follows: Rice products and their sold quantities (Unit: Tons)
Category 2019 2018
Domestic 33,119 34,187
Export 17,762 34,276
Total 50,881 68,463
Food Court Business 2 Food Courts Food Court Space Capacity served for (SQM) service users (Seats per day) Food Legends by MBK 3,171 1,090 Samyan Food Legends by MBK 1,275 560
6. The Financial Business The Financial Business consisted of MBK Guarantee Company Limited ➢ Microfinance for condominium loans. ➢ Asset Finance for valuable real estate situated in good locations, having the potential for commercial development and meeting demand of the market. ➢ Asset Finance: the size of the credit portfolio in 2019 was approximately 6,698 million Baht, compared with the size of approximately 4,785 million Baht in 2018. ➢ Condo Loans: the size of the credit portfolio in 2019 was approximately 1,528 million Baht, compared with the size of approximately 1,659 million Baht in 2018.
Size of the Credit Portfolio (Million Baht) MBK Guarantee Company Limited 2019 2018 Asset Finance 6,698 4,785 Condominium Loans 1,528 1,659 Total 8,226 6,444 - 17 - T Leasing Company Limited ➢ Loan services for hire-purchase of new motorcycles. ➢ Motorcycle Loans: the size of the credit portfolio in 2019 was approximately 7,633 million Baht, compared with the size of approximately 6,712 million Baht in 2018.
Size of the Credit Portfolio (Million Baht) T Leasing Company Limited 2019 2018 Normal motorcycles 5,592 4,555 Big bikes 2,041 2,157 Total 7,633 6,712
MBK Life Assurance Public Company Limited ➢ Life insurance business. ➢ Insurance broker business. 7. The Other Business Business operation: used car auction business run by Apple Auto Auction (Thailand) Co., Ltd. (AAA) In 2019, 81,906 cars were sold at auctions, and 65,403 cars were put up for complete auction.
8. The Corporate Supporting Center It supported 6 business units as follows: ➢ Human Resources (HR) ➢ Accounting ➢ Finance ➢ Procurement ➢ Law ➢ Information System
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As business types stated above, the Company gained revenue from the normal performance. Unit: Million Baht Business Type 2019 2018 (Regrouping) 1 Shopping Center Business 4,234 35% 4,122 32% 2 Hotel and Tourism Business 1,624 13% 2,908 23% 3 Golf Business 491 4% 482 4% 4 Real Estate Business 572 5% 298 3% 5 Food Solution Business 1,987 16% 2,213 17% 6.1 Financial Business- 2,245 18% 2,226 18% Operation 6.2 Financial Business- 970 8% 365 3% Investment 7 Other Businesses 61 1% 43 0% 8 Corporate Supporting 6 0% 9 0% Center Total 12,190 100% 12,666 100%
Overall, the revenue from the normal performance in 2019 was equal to 12,190 million Baht, a decrease of approximately 3.76% in 2018. The causes were as follows: ➢ The Shopping Center Business generated the revenue of 4,234 million Baht, an increase of approximately 112 million Baht or 2.72% compared with the previous year. ➢ The Hotel and Tourism Business generated the revenue of 1,624 million Baht, a decrease of approximately 1,284 million Baht or 44.15% because shares of 2 hotels were sold out. ➢ The Golf Business generated the revenue of 491 million Baht, an increase of approximately 9 million Baht or 1.87%.
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➢ The Real Estate Business generated the revenue of 572 million Baht, an increase of 274 million Baht or 91.95%. ➢ The Food Solution Business generated the revenue of 1,987 million Baht, a decrease of approximately 226 million Baht or 10.21%, when compared with the previous year, because of Government-to-Government -based rice selling. ➢ The Financial Business was classified into • The Operation generated the revenue of 2,245 million Baht, an increase of approximately 19 million Baht or 0.85%, because of more granted credit. • The Dividend Revenue (Investment) generated the revenue of 970 million Baht, an increase of approximately 605 million Baht or 165.75%, as a result that the revenue received from dividends which the Company invested in the stocks of the financial institutes. ➢ The Other Businesses generated the revenue of 61 million Baht, an increase of approximately 18 million Baht or 41.86%. ➢ The Corporate Supporting Center generated the revenue of 6 million Baht, a decrease of approximately 3 million Baht or 33.33%.
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Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA) Unit: Million Baht
Business Type 2019 2018 (Regrouping) 1 Shopping Center 2,042 57% 1,964 40% Business 2 Hotel and Tourism 535 12% 1,887 38% Business 3 Golf Business 144 3% 151 3% 4 Real Estate Business 173 3% (70) (1%) 5 Food Solution Business 39 1% 36 1% 6.1 Financial Business- 637 14% 615 12% Operation 6.2 Financial Business- 970 21% 365 7% Investment 7 Other Business 48 1% 9 0% 8 Corporate Supporting (12) 0% (7) 0% Center Total 4,576 100% 4,950 100%
Overall, EBITDA of 2019 was 4,576 million Baht, a decrease of approximately 374 million Baht or 7.56%, compared with the previous year, because business types were regrouped.
- 21 - Earnings before Interest and Taxes (EBIT) Unit: Million Baht
Business Type 2019 2018 (Regrouping) 1 Shopping Center 1,023 32% 899 26% Business 2 Hotel and Tourism 313 10% 1,642 47% Business
3 Golf Business 51 2% 58 2%
4 Real Estate Business 156 5% (91) (3%)
5 Food Solution Business 9 0% 4 0%
6.1 Financial Business- 624 20% 602 17% Operation
6.2 Financial Business- 970 30% 365 11% Investment 7 Other Business 46 1% 6 0% 8 Corporate Supporting (12) 0% (8) 0% Center Total 3,180 100% 3,477 100%
Overview of earnings before interest and taxes (EBIT) in 2019, there were 3,180 billion baht which decreased from last year approximately 297 million baht or approximately 9%. Moreover, the proportion of EBIT in 2019 mostly derived from the Shopping Center Business in proportion of 32%, the Financial Business in proportion of 50%, the Hotel and Tourism Business in proportion of 10%, and the Real Estate Business in proportion of 5%. Moreover, the Company provided interim dividend payment for the first six-month period of 2019 for shareholders as 0.38 Baht per share, amounting to 644 million Baht. When Mr. Kasemsuk Chongmankhong, finished the report of the Company’s performance, he then furthered a report on Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) as follows:
- 22 - The operation to be certified as a member of the Private Sector Collective Action Coalition Against Corruption Committee (CAC).
➢ MBK was certified as a member of CAC on October 14th, 2016. ➢ MBK’s membership of CAC was renewed on August 5th, 2019. (It will expire on August 4th, 2022.)
The overview of the participation in CAC in 2019
➢ The Board of Directors reviewed the Good Corporate policy, a business ethics manual, and a code of conduct of directors, executives, and employees, by making adjustments to them so that they would be complete, clear, and conforming to guidelines and criteria of the standard of ASEAN CG SCORECARD according to Corporate Governance Report (CGR) set by Thai Institute of Directors Association (IOD), as well as conforming to the anti-corruption policy. ➢ To provide training in the Good Corporate policy, the policy and guidelines on anti- corruption, and business ethics for directors, executives, and employees of MBK GROUP. ➢ To campaign for promoting and communicating the Good Corporate Governance policy and the policy and guidelines on anti-corruption for employees of MBK GROUP and the public. ➢ To specify every executive and employee to annually take a test on rules and regulations on the anti-corruption policy and guidelines through the Company’s intranet system in order to ensure that all executives and employees had knowledge and understanding which could be conducted correctly and appropriately. The test’s results would be assessed for the employees’ levels of knowledge and understanding and they then would be used to improve the communication with the employees thoroughly. ➢ To specify the anti-corruption as part of the organizational culture in order that every employee of the MBK Group could employ it as a principle of conduct. ➢ To publicize the campaign against corruption through e-mails and the website in order to communicate with its business partners, customers, and business dealers for their acknowledgement as well as asking for their cooperation in order to support the anti- corruption campaign through refraining from giving presents to executives or employees for any festivals or any other occasions.
- 23 - Prestigious and honored awards
At organizational level:
➢ MBK Center received Thailand Quality Class 2019 (TQC) given by Office of Thailand Quality Award. ➢ To be ranked as one of 100 securities possessing the outstanding Environmental, Social, and Governance (ESG) -related performance by Thaipat Institute. ➢ To receive the 5-star Corporate Governance Recognition Excellent Level for Thai listed companies assessed by Thai Institute of Directors Association (IOD) ➢ To meet Amazing Thailand Safety and Health Administration (SHA) standards certified by the Department of Disease Control, the Department of Health, the Department of Health Service Support, and public and private agencies in the Tourism Industry. To certify the energy management system and the Environmental Award
➢ To be certified for the International Standard of the energy management system (ISO 5001: 2018).
At hospitality level: ➢ To receive Thailand Tourism Standard Award for Service and Safety Standard in Shopping Center for Tourism and Public Restroom Standard for Tourism, given by the Department of Tourism, the Ministry of Tourism and Sports.
When Mr. Kasemsuk Chongmankhong finished the report, Chairman of the Meeting then asked the shareholders to have questions asked in other agenda items. For this agenda item, there were additional 6 shareholders and proxies attending the Meeting, holding altogether 9,222 shares. In total, there were 451 attendees in the Meeting, holding altogether 1,242,076,556 shares. Remark This agenda item was for the performance report. Therefore, there was no vote.
Agenda item 3 To approve the statements of financial position and statement of comprehensive income for the fiscal year ended December 31st, 2019.
Chairman of the Meeting stated that the Company had sent the financial statement and the statement of comprehensive income with the meeting invitation to every shareholder. Therefore, the Chairman asked the Meeting to consider the financial statement and the statement of comprehensive income as of December 31st, 2019 which were already certified by the certified auditor. - 24 -
Mr. Kasemsuk Chongmankhong, Managing Director, Corporate Supporting Center, and Senior Executive Vice President of Finance and Administration Division, was invited to give a report to the Meeting.
Mr. Kasemsuk Chongmankhong, reported that He asked the Meeting to look at the financial statement of 2019 on pages 220-226. The statement was previously approved by the auditor and was unconditional. Statement of Financial Position (Separate Financial Statement) ➢ Total assets were approximately 52,531 million Baht, an increase of approximately 3,513 million Baht or 7%, compared with the previous year. ➢ Total liabilities were approximately 32,881 million Baht, an increase of approximately 653 million Baht or 2%, compared with the previous year. ➢ Total equities were approximately 19,650 million Baht, an increase of approximately 2,860 million Baht or 17%, compared with the previous year.
Statement of Comprehensive Income (Separate Financial Statement) ➢ The total income for 2019 was approximately 8,107 million Baht, an increase of approximately 2,387 million Baht or 42%, compared with the previous year. ➢ Net profit for 2019 was approximately 4,067 million Baht, an increase of approximately 2,243 million Baht or 123%, compared with the previous year. ➢ Earning per share for 2019 was 2.40 Baht, an increase of 1.33 Baht or 124%, compared with the previous year.
Statement of Financial Position (Consolidated Financial Statement) ➢ Total assets were approximately 52,443 million Baht, an increase of approximately 3,347 million Baht or 7%, compared with the previous year. ➢ Total liabilities were approximately 27,737 million Baht, an increase of approximately 1,325 million Baht or 5%, compared with the previous year. ➢ Total equities were approximately 24,706 million Baht, an increase of approximately 2,022 million Baht or 9%, compared with the previous year.
- 25 - Statement of Comprehensive Income (Consolidated Financial Statement) ➢ The total income for 2019 was approximately 11,480 million Baht, a decrease of approximately 1,006 million Baht or 8%, compared with the previous year. ➢ Profit sharing from the affiliates was approximately 769 million Baht, an increase of approximately 557 million Baht or 263%, compared with the previous year. ➢ The total revenue for 2019 was approximately 12,249 million Baht, a decrease of approximately 449 million Baht or 4%, compared with the previous year. ➢ Net profit for 2019 was approximately 2,800 million Baht, a decrease of approximately 81 million Baht or 3%, compared with the previous year. ➢ Earning per share for 2019 was 2.12 Baht, an increase of 0.05 Baht or 2%, compared with the previous year.
Significant changes were as follows: 1. Total Assets Total assets increased by approximately 3,347 million Baht or 7% because 1.1 The amount of temporary and other long-term investments was 9,086 million Baht, an increase of approximately 542 million Baht or 6 %, compared with the previous year, because • The unrealized gain from the investment in marketable securities increased by 140 million Baht. • Purchased marketable securities (net sales) increased by 382 million Baht. 1.2 Dividends receivable increased by approximately 533 million Baht, resulting from dividends accrued in December 2019 until payment was then made in January 2020. 1.3 The amount of credit given to debtors was approximately 15,520 million Baht, an increase of approximately 2,585 million Baht or 20%, because • MBK-G’s credit portfolio increased by 1,775 million Baht. • TLS’s credit portfolio for hire purchase of motorcycles increased by 864 million Baht. 1.4 Investments in associated companies and joint ventures were approximately 6,481 million Baht, an increase of approximately 63 million Baht or 1% because
- 26 - The Increased Amount • To recognize profit sharing of 212 million Baht which based on the equity method. The Decreased Amount • As of December 31st, 2019, an investment type of 190 million Baht invested in AAA was changed from an associated company to an affiliated company. • The dividends received were 527 million Baht.
2. Total Liabilities Total liabilities increased by approximately 1,325 million Baht or 5%, because • In August 2019, long-term bonds for 4,000 million Baht was issued in order to pay back short-term loans. They were changed from the short-term loans to the long- term loans in order to conform to MBK Group’s business operations.
3. Equities The equities were approximately 24,706 million Baht, an increase of approximately 2,022 million Baht or 9%. Significant changes were as follows:
The Increased Amount • The yearly net profit was 2,800 million Baht. • The unrealized gain from the investment in available-for-sale securities, netted from tax increased by 117 million Baht.
The Decreased Amount • To pay dividends for 1,005 million Baht. Financial Ratios for 2019 ➢ Net profit margin equals 22.85% ➢ Average return on equity equals 12.07% ➢ Average return of total assets equals 5.51% ➢ Net profit per share equals 2.17 Baht ➢ Dividend per share equals 0.80 Baht ➢ Book value per share equals 18.24 Baht
When Mr. Kasemsuk Chongmankhong finished the report, Chairman of the Meeting asked whether the Meeting had any questions or not.
- 27 - Mr. Vasan Pongphutamon, a shareholder, inquired that: 1) Regarding credit accounts given to debtors, payment was due within 1 year. Compared with the previous year, an amount of approximately 2,867 million Baht significantly increased. Therefore, I would like to ask the reason why it increased and what conditions of interest payment were. 2) If a debtor’s payment is not made by 1-year due date, what is the next process?
Mr. Suvait Theeravachirakul, President, answered these questions as follows: 1) Regarding credit accounts given to debtors, the due payment within 1 year means the payment which is over 1 year. 2) Such credit is categorized as business of MBK-G. The credit’s term of payment is largely between 1-3 years. The credit is for both a mortgage act and repurchase. Last year, more credit was offered. For most credit, land was used as collateral. The Company would consider offering credit limit not over than 50-60% of collateral’s value following cost estimates (market prices). Normally, credit agreements are 1-year term of payment. When they are due, some debtors will make payment by the due date, while other debtors may request the extension of the agreements periodically.
Chairman of the Meeting answered the question further: Part of customer groups of MBK-G’s business is the offer of micro finance (or micro credit) for foreigners who use their condominiums as collateral because they cannot take out loans. For a customer group of business credit with land used as collateral, the Company will consider that pieces of land are in good locations and have the potential for further commercial development. If debtors do not pay back loans when payments are due, the Company will carry a process beginning with entering into negotiations, prior to filing lawsuits. They mainly have successful negotiations. Part of debtors will use their condominiums to pay back or refinance their loans (a change of creditors) in order to close their accounts.
Mr. Vichit Jitjaidee, a shareholder, asked as follows: 1) According to the report of profits gained from the performance, it was found that the Corporate Supporting Business had accumulative losses from 2018 to 2019, what were their causes? 2) I would like to know the reason why the rice business had high revenues but low profits.
- 28 - Mr. Suvait Theeravachirakul, President, answered these questions: 1) The Corporate Supporting Center operates as a back office to support the MBK Group in terms of personnel, accounting, finance, procurement, law, and the information supporting system. The Center does not generate major revenues and shares expenses with the Company’s business groups. The major expenses are still common expenses which are not shared with others. They are spent for the management of the Company’s all affiliated companies. 2) The Food Solution Business generates its major revenues from selling rice. In the previous year, revenues from selling rice decreased because of higher competition. However, the rice business normally earns very small gross profits. The volume of sold rice will be more focused on.
Chairman of the Meeting further replied the 2nd question:
In 2019, the rice business had higher competition, particularly rice for export to the foreign markets where it could not make very high profits. For the restaurant business, fierce competition as a result of an increase in restaurants’ entrepreneurs had an impact on its business operation of the Group. Its restaurant business could not reach the set target. The Company then closed down this business. However, the Company has had developed and expanded its food court business under the brand of “Food Legends by MBK” which has operated at MBK Center and Samyan Mitrtown.
In this agenda item, there were additional 4 shareholders and proxies attending the Meeting, holding altogether 31,136 shares. In total, there were 455 attendees in the Meeting, holding altogether 1,242,107,692 shares.
Resolution of the agenda item 3 for approval of the financial position statement and the statement of comprehensive income for the year ended December 31st, 2019:
Approve Amount 1,241,463,292 votes equal (%) 99.9481 Disapprove Amount 0 vote equals (%) 0.0000 Abstain Amount 644,400 votes equal (%) 0.0519 Voided Ballots Amount 0 vote equals (%) 0.0000
There was the total of 1,242,107,692 votes for this agenda item, equaling the percentage of 100.0000.
Conclusion The Meeting’s resolution adopted by a majority vote of 99.9481 approved the financial position statement and the statement of comprehensive income for the year ended December 31st, 2019 as propose by the Board.
- 29 - Agenda item 4 To acknowledge the interim dividend payment and approve the profit appropriation for the performance 2019
Chairman of the Meeting asked Mr. Suvait Theeravachirakul, Director and President, reported report the interim dividend payment and profit appropriation for the performace 2019. Mr. Suvait Theeravachirakul, President, gave a report to the Meeting following details for consideration, as appeared in the document for consideration, page 49, as follows: The Company had unappropriated retained earnings to be brought forward (as of January 1st, 2019) in the amount of 9,781,823,389 Baht. Add In the fiscal year starting from January 1st, 2019 to December 31st, 2019, the Company’s net profits after tax were in the amount of 4,066,598,354 Baht. Deduct Other comprehensive income items directly recorded in retained earnings were in the amount of 19,178,230 Baht. Deduct Paid dividends in the amount of 1,288,141,480 Baht. (A combination of dividends of the second half of 2018 and dividends of the first half of 2019) The unappropriated retained earnings to be carried forward (as of December 31st, 2019) were in the total amount of 12,541,102,033 Baht. The profit appropriation for the performance 2019 and the report of interim dividend payment were proposed to Meeting for acknowledgment as noted below: 1. To transfer the net profit for the year starting from January 1st , 2019 to December 31st, 2019, in the amount of 4,066,598,354 Baht, to the unappropriated retained earnings account. 2. Not to appropriate net profit for the year 2019 as a legal reserve because the Company has already had a legal reserve exceeding more than 10% of the authorized capital required by law. 3. To pay dividends from retained earnings derived from the performance to ordinary shareholders at the rate of 0.80 Baht per share. The total dividend payment amounted to 1,355,938,400 Baht.
The interim dividend payment was divided into 2 times as follows: 3.1) The Company’s Board of Directors, in the Meeting 9/62 on September 4 th, 2019, resolved to approve the interim dividend payment which would be paid to the shareholders on October 3rd, 2019, at the rate of 0.38 Baht per share. The total dividend payment amounted to 644,070,740 Baht.
- 30 -
3.2) The Company’s Board of Directors, in the Meeting 4/63 on April 1st, 2020, resolved to approve the interim dividend payment which would be paid to shareholders on April 30th, 2020, at the rate of 0.42 Baht per share. The total dividend payment amounted to 711,867,660 Baht. This interim dividend payment was considered as a replacement for annual dividend payment, as proposed to the General Meeting of Shareholders 2020 in order to safeguard interests of the shareholders who were affected by the postponement of the date of the General Meeting of Shareholders as a result of outbreaks of the Corona Virus Disease (COVID-19). No additional dividend payment for the performance 2019 was proposed. 4. To consider to approve the appropriation of profits for the performance 2019 and refrain from paying annual dividends because the Company already paid such interim dividends. The Company’s dividend payment policy The Company had its policy to pay the dividends not less than the dividends paid in the previous year, depending on economic situations and the Company’s business structure in the future. Chairman of the Meeting asked the Meeting whether shareholders or proxies had any questions or opinions or not. When no shareholders and proxies had questions, Chairman of the Meeting then asked the Meeting to vote. Shareholders or proxies who disagreed with or abstained from voting filled the information in the ballot for agenda item 4, and raised the ballot for the staff to collect. For this agenda item, there was additional 6 shareholder and proxy attending the Meeting, holding altogether 2,214 shares. In total, there were 461 attendees in the Meeting, holding altogether 1,242,109,906 shares.
Resolution of the agenda item 4 for the consideration for the acknowledgement of two times of interim dividend payment, at the rate of 0.80 Baht per share, totaling 1,355,938,400 Baht; and the approval of not proposing the annual dividend payment 2019 as follows:
Approve Amount 1,242,109,906 votes equal (%) 100.0000 Disapprove Amount 0 vote equals (%) 0.0000 Abstain Amount 0 vote equals (%) 0.0000 Voided ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda was 1,242,109,906 votes or the percentageof 100.0000. - 31 -
Conclusion The Meeting’s resolution adopted by a unanimous vote acknowledged the interim dividend payment and approved not to propose the annual dividend payment 2019 as proposed by the Board.
Agenda item 5 To appoint the directors to replace those whose tenures end
Chairman of the Meeting informed the Meeting that according to the law and the Company’s regulation no.17, one-third of the Directors, or the closest equivalent, who holds the longest term, has to leave the office. At the Annual General Meeting, the Company had 10 Directors as follows: 1. Mr. Banterng Tantivit 2. Mr. Suphadej Poonpipat 3. Mr. Kasam Punyagupta 4. Mr. Pracha Jaidee 5. Mr. Suwit Rojanavanich 6. Mrs. Panit Pulsirivong 7. Mr. Piyapong Artmangkorn 8. Mr. Suvait Theeravachirakul 9. Mr. Hatchapong Pokai 10. Mr. Atipon Tantivit
This year 4 directors whose term of office expired were 1. Mr. Banterng Tantivit 2. Mr. Suphadej Poonpipat 3. Mrs. Panit Pulsirivong 4. Mr. Atipon Tantivit Therefore, for the sake of comfort and transparency for shareholders to express their opinions, 4 directors asked for permission to leave the Meeting.
Chairman of the Meeting assigned Mr. Pracha Jaidee, Director of the Audit Committee and the Nomination and Compensation Committee, to run this agenda item.
Mr. Pracha Jaidee, informed the Meeting that this year, there were 4 directors whose term of office expired. The reference information for consideration was shown in the supporting document for consideration on pages 50 - 61 as follows.
- 32 - 1. Mr. Banterng Tantivit Held a position of a Director in a company that operated the same kind of business as the Company did which did not cause any damage to the Company.
2. Mr. Suphadej Poonpipat Held a position of a Director in a company that operated the same kind of business as the Company did which did not cause any damage to the Company.
3. Mrs. Panit Pulsirivong Held a position of a Director in a company that operated the same kind of business as the Company did which did not cause any damage to the Company.
4. Mr. Atipon Tantivit Held a position of a Director in a company that operated the same kind of business as the Company did which did not cause any damage to the Company.
The Nomination and Compensation Committee, as well as the Board of Directors, approved to propose to the Meeting to reappoint 4 Directors whose term of office expired to return to be the Directors of the Company because they had knowledge, capabilities, and experience which were appropriate and beneficial to the Company’s performance. Whether does anyone propose other candidates to be Directors of the Company or ask for further information or not? In this agenda item, shareholders and proxies to vote for each individual director were asked to vote on prepared ballots whether they approved, disapproved, or abstained in every case.
When no shareholders or proxies proposed other candidates for the election of directors or asked further questions, the Meeting was asked to vote for each individual director as follows:
1. Mr. Banterng Tantivit To ask the shareholders and proxies who approved, disapproved, or abstained from voting, to fill in the information on the ballot for agenda item 5.1 to appoint Mr. Banterng Tantivit, and raise the ballot to be collected.
2. Mr. Suphadej Poonpipat To ask the shareholders and proxies who approved, disapproved, or abstained from voting, to fill in the information on the ballot for agenda item 5.2 to appoint Mr. Suphadej Poonpipat, and raise the ballot to be collected.
- 33 -
3. Mrs. Panit Pulsirivong To ask the shareholders and proxies who approved, disapproved, or abstained from voting, to fill in the information on the ballot for agenda item 5.3 to appoint Mrs. Panit Pulsirivong, and raise the ballot to be collected.
4. Mr. Atipon Tantivit To ask the shareholders and proxies who approved, disapproved, or abstained from voting, to fill in the information on the ballot for agenda item 5.4 to appoint Mr. Atipon Tantivit, and raise the ballot to be collected.
In this agenda item, there was additional 3 shareholders and proxies attending the Meeting, holding altogether 21,487 shares. In total, there were 464 attendees in the Meeting, holding altogether 1,242,131,393 shares.
Resolution of the agenda item 5 for the consideration of the election of Directors to replace the Directors whose term of office expired, approved by a majority vote of total votes of the attending shareholders with voting rights. Voting was individually conducted as follows:
Agenda item 5.1 Mr. Banterng Tantivit
Approve Amount 1,232,085,012 votes equal (%) 99.1912 Disapprove Amount 10,014,378 votes equal (%) 0.8084 Abstain Amount 5,003 votes equal (%) 0.0004 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,131,393 votes or the percentage of 100.0000.
Agenda item 5.2 Mr. Suphadej Poonpipat Approve Amount 1,232,090,012 votes equal (%) 99.1916 Disapprove Amount 10,041,378 votes equal (%) 0.8084 Abstain Amount 3 votes equal (%) 0.0000 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,131,393 votes or the percentage of 100.0000.
- 34 - Agenda item 5.3 Mrs. Panit Pulsirivong Approve Amount 1,193,074,612 votes equal (%) 96,0505 Disapprove Amount 48,951,778 votes equal (%) 3,9410 Abstain Amount 105,003 votes equal (%) 0.0085 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,131,393 votes or the percentage of 100.0000.
Agenda item 5.4 Mr. Atipon Tantivit Approve Amount 1,240,200,390 votes equal (%) 99.8445 Disapprove Amount 1,911,000 votes equal (%) 0.1538 Abstain Amount 20,003 votes equal (%) 0.0016 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,131,393 votes or the percentage of 100.0000.
Conclusion The Meeting by the majority vote of total votes of the attending shareholders approved the election of directors whose term in office expired, as proposed by the Board of Directors.
Agenda item 6 To consider and approve the remuneration and bonuses for the Board of Directors.
Chairman of the Meeting assigned Mr. Suphadej Poonpipat, Vice Chairman and Chairman of the Nomination and Compensation Committee, to run this agenda item.
Mr. Suphadej Poonpipat, Vice Chairman, informed the Meeting that in the Annual General Meeting 2019, the remuneration for the Board of Directors in the amount of 13,500,000 Baht (Thirteen million and five hundred thousand Baht) as well as other benefits in the amount of 1,600,000 Baht (One million and six hundred thousand Baht) were approved. The total amount of remuneration and benefits in the amount of 15,100,000 Baht (Fifteen million and one hundred thousand Baht) was given to the Board of Directors, the Management Committee, the Audit Committee, and the Nomination and Compensation Committee. Also, bonuses were approved for the Board of Directors in the amount of 12,700,000 Baht (Twelve million and seven hundred thousand Baht). In this year, the Nomination and Compensation Committee as well as the Board of Directors viewed as proper to ask the General Meeting of Shareholders to approve the remuneration for Directors in the amount of 3,500,000 Baht (Three million and five hundred thousand Baht), decreased by 74.07% compared with the previous year; and other benefits in the amount of 1,600,000 Baht (One million six hundred thousand Baht). The total amount of remuneration and benefits was - 35 - 5,100,000 Baht (Five million and one hundred thousand Baht) would be given to the Board of Directors, the Management Committee, the Audit Committee, and the Nomination and Compensation Committee. The amount remained constant as the previous year. The details shown in the invitation to the Annual General Meeting of Shareholders, on pages 62-63, were as follows: 1. The remuneration for the Board of Directors - Chairman 28,750 Baht per person per month - Vice Chairman 17,500 Baht per person per month - Director 14,500 Baht per person per month 2. The remuneration for the Management Committee - Chairman 26,250 Baht per person per time - Director 8,750 Baht per person per time 3. The remuneration for the Audit Committee - Chairman 17,500 Baht per person per month - Director 8,750 Baht per person per month 4. The remuneration for the Nomination and Compensation Committee - Chairman 17,500 Baht per person per time - Director 8,750 Baht per person per time 5. The remuneration of other benefits for the Board of Directors - Chairman 120,000 Baht per person per year - Vice Chairman 120,000 Baht per person per year - Director 120,000 Baht per person per year
The bonuses were asked for the approval for the Board of Directors in the amount of 3,380,000 Baht (Three million three hundred and eighty thousand Baht). They would be allocated by the Board itself. This amount of these bonuses decreased by 73.39% compared with the previous year. The General Meeting of Shareholders was asked to approve the remuneration for the Directors in the amount of 3,500,000 Baht (Three million and five hundred thousand Baht) and other benefits in the amount of 1,600,000 Baht (One million and six hundred thousand Baht), leading to the total amount of remuneration and benefits of 5,100,000 Baht (Five million and one hundred thousand Baht) given to the Board of Directors, the Management Committee, the Audit Committee, and the Nomination and Compensation Committee. The bonuses in the amount of 3,380,000 Baht (Three million three hundred and eighty thousand Baht) was asked in order to give to the Board of Directors.)
- 36 - The Board of Directors had a policy and rules of providing appropriate remuneration for the committees and the sub-committees, and appropriate bonuses for the Board of Directors. They were in compliance with duties of the Directors and with law and the rules and regulations of the Company. Mr. Suphadej Poonpipat asked the Meeting whether any shareholders or proxies had any questions or give opinions. Mr. Basant Kumar Dugar, a shareholder, suggested that: He would like to suggest additional training on 10-day Increasing Competitive Advantage in Business Competition which was organized by International Institute for Management Development (IMD) where was the educational institute for business development and management from Switzerland. It is the only institute in the world which has been ranked by 182 countries every year in terms of business competitive advantage.
Chairman of the Meeting answered that: Training courses abroad would be taken into consideration again when the outbreaks of the Corona Virus (COVID-19) was relieved or the corona virus vaccine was successfully invented. Today, the vaccine cannot be invented yet. When there were no further questions from the shareholders or proxies, Chairman of the Meeting asked for the resolution. The attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 6 and raise the ballot to be collected. In this agenda item, there were additional 6 shareholders and proxies, holding altogether
7,912 shares. In total, there were 470 attendees in the Meeting, holding altogether 1,242,139,305 shares.
Resolution for the agenda item 6 for the consideration for the approval of the remuneration and bonuses given to the Company’s Directors:
Approve Amount 1,242,137,305 votes equal (%) 99.9999 Disapprove Amount 0 vote equals (%) 0.0000 Abstain Amount 1,500 votes equal (%) 0.0001 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,139,305 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 99.9999% which was not less than two-thirds of total votes of the attending shareholders, approved the remuneration and bonuses given to the Company’s Directors as proposed by the Board of Directors.
- 37 -
Agenda item 7 To consider the appointment of auditors and fixing the audit fee for the year 2020 Chairman of the Meeting asked Mr. Kasama Punyagupta, Chairman of the Audit Committee, to run the agenda item.
Mr. Kasama Punyagupta informed the Meeting that the Board of Directors and the Audit Committee agreed to propose to the Meeting to approve the appointment of the auditors from EY Corporate Services Limited. The list of the auditors appointed to be the Company’s auditors is as
No. Name-Surname License No. No. of Years as the Company’s Auditor 1 Ms. Gingkarn Asvarangsarit 4496 1 year (for the year ended on December 31st, 2019) 2 Mr. Chayaphol Suphasethanon 3972 Never been the authorized signature in the Company’s financial statement. 3 Ms. Orawan Techwatanasirikul 4807 Never been the authorized signature in the Company’s financial statement. 4 Ms. Sumana Punpongsanon 5872 Never been the authorized signature in the Company’s financial statement. appeared in the reference documents for consideration, pages 64 - 65.
Any of these auditors is an auditor having the authority to audit and certify the Company’s financial statement for the year ended on December 31st, 2020. The auditors’ remuneration for the year 2020, compared with the previous year, as informed in the invitation for the Annual General Meeting of Shareholders, on page 6, and reference documents for consideration, page 64, is in the amount of 2,559,000 Baht (Two million five hundred and fifty nine thousand Baht). Because of the outbreaks of the Corona Virus disease (COVID-19), the Company negotiated with EY Corporate Services Limited in order to reduce the audit fees for the year 2020. Therefore, the audit fees are in the amount of 2,267,650 Baht (Two million two hundred sixty seven thousand six hundred and fifty Baht.) which is less than the amount paid in the previous year by approximately 5.0% and the audit fees have been compared with the audit fees for the previous year as follows:
- 38 -
Audit Fees for Accounting For the Year Ended For the Year Ended December 31st, 2020 December 31st, 2019 1st Quarter 306,850 323,000 2nd Quarter 306,850 323,000 3rd Quarter 306,850 323,000 Annual Audit Fee 1,347,100 1,418,000 Total 2,267,650 2,387,000
In addition, the aforementioned auditors would be the auditors for subsidiaries and affiliated companies. The Company has had planning, held a meeting before the audit, and coordinated with the Company’s main auditors and auditors for subsidiaries and affiliated companies; all who have worked in the same auditing office in order to ensure that the financial statement will be prepared on time. For other service fees in the past fiscal year, the Company, subsidiaries, and affiliated companies employed other services provided by the auditing office where the auditors worked with, other individuals or businesses related to the auditors, and the auditing office where the auditors worked with, in the amount of 900,000 Baht (Nine hundred thousand Baht). Providing such services could be performed by auditors according to the regulatory framework of the Federation of Accounting Professions, regarding the code of ethics for professional accountants issued by the Federation of Accounting Professions. The reference information for consideration was attached to this meeting invitation. The Meeting was then asked to take this into consideration.
Mr. Kasama Punyagupta asked the Meeting whether anyone had questions or gave opinions or not. When there were no further questions from the shareholders or proxies, the resolution was asked. The attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 7, sign their names, and raise the ballot to be collected. In this agenda item, there was 1 additional shareholder and proxy attending the Meeting, holding altogether 1 share. In total, there were 471 attendees, holding altogether 1,242,139,306 shares.
- 39 - Resolution for the agenda item 7 for consideration for the appointment of auditors and the remuneration of the auditors for the year 2020:
Approve Amount 1,242,137,806 votes equal (%) 99.9999 Disapprove Amount 0 votes equals (%) 0.0000 Abstain Amount 1,500 votes equal (%) 0.0001 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,139,306 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 99.9999%, approved the appointment of the auditors and remuneration of the auditors for the year 2020 as the Board of Directors proposed.
Agenda item 8 To approve the proposal of increasing the limit of issuing and offering of another 10,000 million Baht of the corporate bonds which will lead to all bonds’ overall limit not more than 30,000 million Baht
Chairman of the Meeting asked Mr. Suvait Theeravachirakul, Director and CEO, to run this agenda item. Mr. Suvait Theeravachirakul informed the Meeting that the limit for issuing and offering corporate bonds as follows:
Types All types of bonds- registered name or bearer, unsubordinated with secured or unsecure, and with/without a bond holder’s representative. Currencies Bhat and/or U.S. dollar and/or other foreign currencies Overall Limit of All Bonds At any time, the overall limit is not more than 30,000 Baht. If they are in foreign currencies, the currency exchange rate is used on the bonds’ each issue date. Referred to the resolution of the General Meeting 2014 on April 9th, 2014, the overall limit for issuing and offering bonds at any particular time was not more than 20,000 million Baht. As of April 30th, 2020, the Company had its issued and offered corporate bonds’ outstanding amount of 19,700 million Baht in total. In this time, the Company considered to request to increase the limit of another 10,000 million Baht for issuing and offering corporate bonds, which will make the overall limit of the corporate bonds at any particular time not exceed 30,000 million Baht. (At present, it reaches 15,918 million Baht.) - 40 - Par Value 1,000 Baht (One thousand Baht) Term Maturity The Board of Directors and/or any person assigned by the Board to consider to specify the bonds’ term maturity appropriate to the bonds’ types, purposes of raising capital, and market situations. Allotment’s Methods To offer bonds domestically and/or abroad to the public, and/or institutional investors, and/or big investors, and/or specific investors. The bonds can be separately sold as the same or several series, and/or with a revolving feature. They can also be issued and offered separately from each other. The bonds can be offered to existing bond holders. Such bonds are going to reach maturity or they can be demanded for their early repayment of the principal, which they conform to law, rules, regulations, or relevant announcement, as well as requesting permission from relevant public agencies. Puttable and Callable Bonds Bond holders have the right or have no right to ask the Company to repurchase the bonds at specified dates before maturity, and/or the Company can have the right or no right to redeem the bond at specified dates before maturity. These features follow agreements and conditions of the bonds issued in each time. They conform to law, rules, regulations, or relevant announcements, as well as requesting permission from relevant public agencies. Special Conditions In case that the Company redeems or repurchase the issued bonds within the approved limit aforementioned, the Company can issue additional bonds to replace the redeemed or repurchased amount; the bonds’ remaining value at any time has to not exceed the overall limit of approved bonds this time. The Board of Directors considered appropriate to issue such bonds in order to support the business expansion of the Company and its affiliated companies. Therefore, the Board of Directors have authority as follows: 1) To specify other details and conditions relevant to the issuing and offering of the bonds such as the bonds’ names, methods of issuing, amounts of issued and offered bounds at each time, types, secured features, offered price per unit, maturity, term of redemption,
- 41 - redemption before maturity, interest rates, methods of paying principal and interest, methods of financing, and details of bonds’ offering, for example. 2) To appoint financial advisors, and/or underwriters, and/or credit rating agencies to analyze issuers’ credibility, and/or persons relevant to issuing and offering the bonds. 3) To enter into negotiations, conclude deals, sign relevant documents and agreements, and have authority to conduct anything necessary and related to the issuing and offering of the bonds this time. Also, to have such bonds aforementioned listed on the bond trading market or any markets for alternative investment (MAIs), as well as having authority to request permission from relevant agencies. The Meeting was then asked for consideration. Chairman of the Meeting asked whether shareholders or proxies want to ask any further issues or not.
Mr. Vasan Pongphutamon, a shareholder, inquired that: 1) I would like to know the necessity for the proposal to increase the limit for issuing and offering the corporate bonds of 10,000 million Baht which will lead to all bonds’ overall limit not more than 30,000 million Baht, because nowadays there are uncertainties about economic situations. Whether may this risk running up huge debts or not? 2) How long will the request for the approval of the bonds’ limit in this agenda item take?
Chairman of the Meeting answered the questions: 1) From the past, the Board of Directors asked for the approval of issuing bonds’ limit in advance in order to expand business at every opportunity. If waiting for any situation of which capital is needed, it may cause delays because it has to take quite long time for operation processes. Nowadays, the Company does not have the necessity to spend capital. However, in the future, the financial business mentioned above possibly has more growth opportunities which may require more capital for the business expansion (credit portfolio). Therefore, the Company has to make a financial backup plan by issuing and offering bonds in advance in order to be well- prepared for the business operations in the future. However, the Board of Directors will issue the bonds carefully and for the utmost benefits of the shareholders. 2) The approval of this agenda item can be operated until the resolution is changed. This complies to the rule stipulated by Stock Exchange of Thailand (SET) and Securities and Exchange Commission (SEC), specifying that a company can ask for shareholders’ approval for the maximum limit but it cannot be used over the limit approved by the shareholders.
- 42 - Mr. Chalothorn Pataramanus, a shareholder, inquired: According to the Company’s policy to reduce rental fees for MBK Center’s tenants, I would like to know that nowadays, whether the rental fees have been reduced for the tenants or not? What other ways does the Company help them?
Mr. Suvait Theeravachirakul, Director and CEO, answered the questions as follows: Because of the outbreaks of COVID-19, MBK Center was closed for approximately 2 months (between March 22nd – May 16th, 2020). In this period, the Company did not collect rental fees for closed shops at all. After MBK Center has been reopened since May 17th, it has been found that there are little customers because MBK Center’s main customers are foreigners (60%) and Thai people (40%). The Company has still approved discount rental fees for shops. Particularly, small shops have a 70% discount on rental fees. However, reduced rental fees depend on the shops’ types and opening for services. Nowadays, MBK Center collects average rental fees of 45-50% of normal rental fees. Moreover, the Company still helps tenants by giving back a 2-month deposit from the whole 5-month deposit which the Company collected. These 2-month deposits can be used as deductions for rental fees. However, approximately 15-20 % of tenants, particularly tenants whose products are mainly for foreign tourist, do not want to renew the rental agreement with MBK Center. The Company will renovate areas inside the Center to be appropriate to the situations by adjusting products and services in order to satisfy Thai customers and bring them come to use services inside the Center more. For example, the Passport Office (Patumwan ) has temporarily opened at MBK Center; services areas on the 5th and 6th floors are rearranged to be educational institutes; areas are developed for the tenants; and the Co-Working Space (a working space for sharing) is provided. For Paradise Park, most of customers are Thai people. Therefore, it has not much been affected. Earlier, customers decreased by 20% but now they decrease by only 10%. For the Nine Center, most areas are arranged as restaurants. Then, it has been quite much affected. However, it is back to a normal situation. When there were no further questions from the shareholders or proxies, the attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 8, sign their names, and raise the ballot to be collected.
In this agenda item, there were additional 2 shareholders and proxies, holding altogether 57,801 shares. In total, there were 473 attendees in the Meeting, holding altogether 1,242,197,107 shares.
- 43 - Resolution for the agenda item 8 To approve the proposal of increasing the limit of issuing and offering of another 10,000 million Baht of the corporate bonds which will lead to all bonds’ overall limit not more than 30,000 million Baht
Approve Amount 1,206,665,407 votes equal (%) 97.1396 Disapprove Amount 35,530,700 votes equal (%) 2.8603 Abstain Amount 1,000 votes equal (%) 0.0001 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,197,107 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 97.1396% which was not less than three-fourths of total votes of the attending shareholders wi voting rights, approved the proposal of increasing the limit of issuing and offering of another 10,000 million Baht of the corporate bonds which will lead to all bonds’ overall limit not more than 30,000 million Baht, as proposed by the Board.
Agenda item 9 To consider amendments to the Company’s articles of association regarding holding the Company’s e-meeting in Section 4 Directors, No. 25 and Section 5 Meetings of Shareholders, No. 30 and No.32
Chairman of the Meeting asked Mr. Suvait Theeravachirakul, Director and CEO, to run this agenda item.
Mr. Suvait Theeravachirakul informed the Meeting that the Board viewed appropriate to make amendments to the Company’s articles of association regarding holding the Company’s e- meetings in Section 4 Directors, No. 25 and Section 5 Meetings of Shareholders, No. 30 and No.32, in order to support the Meetings of the Board of Directors and shareholders through electronic media, according to Emergency Decree on Electronic Meetings, B.E. 2563 (2020). Details were on an invitation to the General Meeting of Shareholders, pages 8-11, as follows:
Previous
Section 4 Directors No. 25 The Board of Directors have to hold at least 1 Meeting per 3 months.
Chairman of the Board has the authority to call a meeting by sending a meeting invitation to directors not less than 7 days before the meeting’s date, except in an emergency in order to safeguard rights and benefits of the Company. To call a meeting may require other methods
- 44 - or fixing the meeting’s date earlier than usual. Two or more directors may require the Board’s meeting. In this case, Chairman of the Board will fix the date and call a meeting within 14 days from the date the request is received.
Section 5 Meetings of Shareholders No. 30 The Board of Directors have to hold an annual general meeting of shareholders within 4 months since the Company’s last date of the fiscal year. Other than this meeting, they are called extraordinary meetings. The Board of Director will call extraordinary meetings whenever appropriate.
One or several shareholders, holding altogether shares not less than 10% of total issued shares, will submit a joint letter requesting the Board of Directors to call an extraordinary meeting whenever appropriate. Issues and reasons for the request have to be clearly specified in this letter. In this case, the Board of Directors have to hold a meeting of the shareholders within 45 days from the date the letter given by the shareholders.
In case the Board of Directors do not hold a meeting within the specified date according to Paragraph 3, shareholders who have a joint letter or other shareholders, holding altogether a number of shares as prescribed, will call a meeting by themselves within 45 days from the due date according to Paragraph 3. In this case, it is considered a meeting of the shareholders which is called for by the Board of Directors. The Company then has to take responsibility for necessary expenses resulting from holding a meeting and providing appropriate convenience.
In case that any meeting of the shareholders, according to Paragraph 4, is called for by an insufficient number of shareholders in order to constitute a quorum prescribed in No.34 of these articles of association, the shareholders according to Paragraph 4 have to jointly pay expenses resulting from holding that meeting to the Company.
No. 32 To call a meeting of shareholders, the Board of Director have to prepare a meeting invitation indicating a venue, a date, time, an agenda, and issues prepared to propose to the Meeting. Issues have to be clearly indicated which are proposed for acknowledgement, for approval, or for consideration, depending on cases, including the Board of Directors’ opinions about such issues (if any). The meeting invitation, together with relevant documents, will be sent to shareholders and a registrar not less than 7 days before the meeting date. The meeting date will also be publicized in newspapers for not less than 3 consecutive days before the meeting date.
- 45 - A venue prepared for the Meeting, according to Paragraph 1, has to be in an area where the Company’s head office or the Company’s branch is situated, or neighboring provinces.
Amendment Section 4 Directors
No. 25 The Board of Directors have to hold at least 1 Meeting per 3 months.
Chairman of the Board has the authority to call a meeting which can be held as an e-meeting. Attendees have to be provided with a way to disclose their identities before having a joint e- meeting and a way to cast a vote both openly and secretly. Also, electronic traffic data or logfiles of all attendees are recorded as evidence and conforming to technological safety standards stipulated by law. Rules, criteria, and methods used in an e-meeting comply with related law.
To call the Board’s Meeting, Chairman of the Meeting or an assigned person will send a meeting invitation to directors not less than 7 days before the meeting’s date, except in an emergency in order to safeguard rights and benefits of the Company. To call a meeting may require other methods or fixing the meeting’s date earlier than usual. If any the Board of Directors’ meeting is held through e-meeting, Chairman of the Meeting or an assigned person may send a meeting invitation and reference documents through an e-mail. Rules and methods relevant to sending a meeting invitation through an e-mail have to comply with related law.
Two or more directors may require the Board’s meeting. In this case, Chairman of the Board will fix the date and call a meeting within 14 days from the date the request is received.
Section 5 Meetings of Shareholders No. 30 The Board of Directors have to hold a meeting of shareholders as an Annual General Meeting within 4 months from the last date of the Company’s fiscal year. Other than this meeting are called extraordinary meetings. The Board of Directors will call an extraordinary meeting whenever appropriate.
The Company’s meetings of shareholders can be held through an e-meeting and electronic media are employed to support the e-meeting. Attendees can be provided with a way to disclose their identities before having a joint e-meeting and a way to cast a vote both openly - 46 - and secretly. Also, electronic traffic data or logfiles of all attendees are recorded as evidence and conforming to technological safety standards prescribed by law. Rules, criteria, and methods used in an e-meeting comply with related law.
One or several shareholders, holding altogether shares not less than 10% of total issued shares, will submit a joint letter requesting the Board of Directors to call an extraordinary meeting whenever possible. Issues and reasons for the request have to be clearly specified in this letter. In this case, the Board of Directors have to hold a meeting of the shareholders within 45 days from the date the letter given by the shareholders.
In case the Board of Directors do not hold a meeting within the specified date according to Paragraph 3, shareholders who have a joint letter or other shareholders, holding altogether a number of shares as prescribed, will call a meeting by themselves within 45 days from the due date according to Paragraph 3. In this case, it is considered a meeting of the shareholders which is called for by the Board of Directors. The Company then has to take responsibility for necessary expenses resulting from holding a meeting and providing appropriate convenience.
In case that any meeting of the shareholders, according to Paragraph 4, is called for by an insufficient number of shareholders in order to constitute a quorum prescribed in No. 34 of these articles of association, the shareholders according to Paragraph 4 have to jointly pay expenses resulting from holding that meeting among to the Company.
No. 32 To call a meeting of shareholders, the Board of Director have to prepare a meeting invitation indicating a venue, a date, time, an agenda, and issues prepared to propose to the Meeting. Issues have to be clearly indicated which are proposed for acknowledgement, for approval, or for consideration, depending on cases, including the Board of Directors’ opinions about such issues (if any). The meeting invitation, together with relevant documents, will be sent to shareholders and a registrar not less than 7 days before the meeting date. The meeting date will also be publicized in newspapers for not less than 3 consecutive days before the meeting date.
In case that any meeting of shareholders is held through electronic media, the Board of Directors may send a meeting invitation and reference documents through an e-mail. Rules and methods relevant to sending a meeting invitation through an e-mail have to comply with related law.
- 47 -
A venue prepared for the Meeting, according to Paragraph 1, has to be in an area where the Company’s head office or the Company’s branch is situated, or neighboring provinces.
Therefore, the Meeting was requested to consider the approval of amendments to the Company’s articles of association, Section 4 Directors, No. 25; and Section 5 Meetings of Shareholders, No. 30 and No. 32, in order to support the meetings of the Board of Directors and the shareholders through electronic media.
Chairman of the Meeting asked the Meeting whether any shareholders or proxies want to further ask questions or not. When there were no further questions from the shareholders or proxies, the attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 9, sign their names, and raise the ballot to be collected.
In this agenda item, there were additional 2 shareholders and proxies, holding altogether 57,801 shares. In total, there were 473 attendees in the Meeting, holding altogether 1,242,197,107 shares.
Resolution for the agenda item 9 To consider the approval of amendments to the Company’s articles of association regarding Section 4 Directors, No. 25 and Section 5 Meetings of Shareholders, No. 30 and No.32 as follows:
Approve Amount 1,242,152,907 votes equal (%) 99,9964 Disapprove Amount 0 vote equals (%) 0.0000 Abstain Amount 44,200 votes equal (%) 0.0036 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,197,107 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 99.9964% which was not less than three-fourths of total votes of the attending shareholders with voting rights, approved the amendments to the Company’s articles of association regarding Section 4 Directors, No. 25 and Section 5 Meetings of Shareholders, No. 30 and No.32, as proposed by the Board of Directors.
- 48 -
Agenda item 10 To approve the Company’s authorized capital increase under the general mandate, from the existing authorized capital of 1,694,923,000 Baht to the authorized capital of 2,194,923,000 Baht through issuing 500,000,000 ordinary shares for the capital increase at a par value of 1 Baht.
Chairman of the Meeting informed the Meeting that the Board of Directors and the Audit Committee approved and deemed appropriate to propose the General Meeting of Shareholders for the consideration and approval to the Company’s authorized capital increase under the general mandate, from the existing authorized capital of 1,694,923,000 Baht to the authorized capital of 2,194,923 Baht through issuing 500,000,0000 ordinary shares for the capital increase at a par value of 1 Baht. It was already approved by the Audit Committee. Details could be found in the reference documents for consideration, pages 66-68, as follows: The Company’s authorized capital increase under a general mandate was consistent with the Company’s conservative financial management policy. If any situation beyond expectation arose, the Company would have reserves for the conservative financial management so that it would be flexible and not have an impact on normal performance. The Board of Directors anticipated that the Company possibly did not need such capital increase because today’s outbreaks of the Corona Virus disease (COVID-19) tended to gradually improve. The Meeting was asked to consider and approve the Company’s authorized capital increase under the general mandate, from the existing authorized capital of 1,694,923,000 Baht to 2,194,923,000 Baht through issuing new 500,000,0000 ordinary shares at a par value of 1 Baht. Chairman of the Meeting asked the Meeting whether any shareholders or proxies wanted to ask further questions or not.
Mr. Vasan Pongphutamon, a shareholder, asked that: Whether does the Company need the capital increase or not? For such capital increase, whether does the Company have a plan to call for payment within this year or not? How?
Mr. Suvait Theeravachirakul, Director and CEO, answered that: The Board of Directors had the conservative financial management policy. The reason to seek approval of the shareholders for the capital increase was to prevent the Company’s financial management from stagnation and the capital increase would not affect the normal performance. It was anticipated that within this year, ordinary shares for the capital increase would not be allotted.
- 49 - However, to seek the approval of the shareholders for the shareholders’ allotment of ordinary shares for the capital increase under the general mandate had to be finished before the next Annual General Meeting of Shareholders or within the date stipulated by law to hold the next Annual General Meeting of Shareholders, depending on which date was before. Such approval would be terminated.
Mr. Suphadej Poonpipat, Vice Chairman and Chairman of the Nomination and Compensation Committee, further answered: From past experience, for business operations, if encountering problems during crises which could be anticipated, such method would help the Company’s liquidity well. This method was to get sustainably and well-prepared for any emergencies which might arise.
Mr. Thanan Uesirinukroh, a shareholder, inquired that: 1) To propose the authorized capital increase has an impact on shareholders that they have to prepare for cash reserves for such capital increase, particularly small shareholders will be quite much affected. I would like the Board of Directors to consider in terms of these small shareholders’ view. 2) I would like to know that this year, whether does the Company tend to have the capital increase or not? 3) For The Nine Tiwanon which will be constructed as a community mall, if the situation does not improve, whether is there any plan to slow down the investment or not?
Chairman of the Meeting answered as follows:
1) The reason why the Board of Directors seek the approval to the capital increase in advance because of past performance experience. It was obvious that preparedness in advance would help the Company avoid crises. For example, during Tom Yum Kung Crisis, Thanachart Capital Public Company Limited also sought the approval of shareholders to the capital increase. At that time, it was not necessary to seek the approval, but Thanachart was an financial institute. For the capital increase, it took long time for a process of the approval to issue and offer shares. Preparedness in advance led Thanachart Capital Public Co., Ltd. to avoid such impact. For the situation of the outbreaks of COVID-19, today it cannot be clearly anticipated. Between March and April, 2020, the financial business ceased offering credit because it had to maintain liquidity in the future so that it would not have an impact on decreased business profits and credit rating assessed by credit rating agencies.
- 50 -
The capital increase has to be prepared. In case that the capital increase is needed, Thanachart Capital Public Co., Ltd. is ready to be part of support for the capital increase. Therefore, the Company has been prepared in advance for coping with emergencies only. 2) The Company has anticipated that within this year, such capital increase possibly will not be taken into consideration. 3) The Nine Tiwanon is a small community mall, with its construction’s budget of approximately 350 million Baht. It is not much high because the Company is land’s owner. The construction of this community mall supports the Company’s policy to develop empty land for commercial benefit. At early stage, profits cannot be much anticipated but is expected that in the future, profits will be generated by selling its spaces.
Mr. Thanan Uesirinukroh, a shareholder, asked that: 1) For the Company’s authorized capital increase under the general mandate, when the capital increase is needed, how does the Company arrange the share allotment of the capital increase to existing shareholders (as Rights Offering: RO) or general public (as Public Offering: PO) or people in limited circles (as Private Placement: PP)? 2) In the long term, how does the Company have a plan for the capital increase’s structure? 3) According to the Company’s dividend payment policy, paid dividends are not less than the previous year. Since this year, the Company has been affected quite a lot, I would like to know how the Company has the dividend payment policy this year.
Chairman of the Meeting answered the 3rd question: For the Company’s policy to determine the dividend payment rate, if there is no situation beyond expectation, the Board of Directors tries to maintain the dividend payment rate following the policy continuously. For this year’s business profits, it is anticipated that it will be quite affected. For the Company’s dividend payment policy, the Board of Directors possibly consider other conditions of dividend payment such as stock dividends. The further consideration depends on the discretion of the Board of Directors.
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Mr. Suvait Theeravachirakul, Director and CEO, answered the 1st and 2nd questions as follows: The 1st and 2nd questions would be addressed in the agenda item 12. When there were no further questions from the shareholders or proxies, the attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 10, sign their names, and raise the ballot to be collected.
Resolution for the agenda item 10 To approve the Company’s authorized capital increase under the general mandate, from the existing authorized capital of 1,694,923,000 Baht to the authorized capital of 2,194,923,000 Baht through issuing 500,000,000 ordinary shares for the capital increase at a par value of 1 Baht. Approve Amount 1,232,595,307 votes equal (%) 99.2270 Disapprove Amount 9,599,800 votes equal (%) 0.7728 Abstain Amount 2,000 votes equal (%) 0.0002 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,197,107 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 99.2270% which was not less than three-fourths of total votes of the attending shareholders with voting rights, approved the Company’s authorized capital increase under the general mandate, from the existing authorized capital of 1,694,923,000 Baht to the authorized capital of 2,194,923,000 Baht through issuing 500,000,000 ordinary shares for the capital increase at a par value of 1 Baht.
Agenda item 11 To consider the approval to amend the Company’s memorandum of association, No.4, in order to conform to the authorized capital increase
Chairman of Meeting informed the Meeting that in order to conform to the Company’s authorized capital increase according to the agenda item 10, the Board of Directors deemed appropriate to ask the General Meeting of Shareholders to consider and approve the amendment to the memorandum of association, No.4, regarding the authorized capital as follows:
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“No. 4 Authorized Capital Amount 2,194,923,000 Baht (Two thousand one hundred ninety four million nine hundred and twenty three thousand Baht) Divided into Amount 2,194,923,000 shares (Two thousand one hundred ninety four million nine hundred and twenty three thousand shares) Par Value 1 Baht (One Baht) Divided into : Ordinary Share 2,194,923,000 shares (Two thousand one hundred ninety four million nine hundred and twenty three thousand Baht) Preferred Share --- share (--)”
The Meeting was asked for consideration. Chairman of the Meeting asked the Meeting whether shareholders or proxies have any issues to further ask. When there were no further questions from the shareholders or proxies, the attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 11, sign their names, and raise the ballot to be collected.
Resolution for the agenda item 11 To consider the approval to amend the Company’s memorandum of association, No.4, in order to conform to the authorized capital increase Approve Amount 1,241,986,807 votes equal (%) 99.9831 Disapprove Amount 164,100 votes equal (%) 0.0132 Abstain Amount 46,200 votes equal (%) 0.0037 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,197,107 votes or the percentage of 100.0000. - 53 -
Conclusion The Meeting, by the majority vote of 99.9831% which was not less than three-fourths of total votes of the attending shareholders with voting rights, approved the amendment to Company’s memorandum of association, No.4, in order to conform to the authorized capital increase
Agenda item 12 To consider the approval of the Company’s the capital increase’s allotment of not exceeding 500,000,000 ordinary shares in order to support the authorized capital increase under the general mandate at a par value of 1 Baht
Chairman of the Meeting informed the Meeting that in order to conform to the Company’s authorized capital increase according to the agenda item 10, the Board of Directors deemed appropriate that the General Meeting of Shareholders to consider the approval of the Company’s authorized capital increase under the general mandate, not exceeding 500,000,000 shares at a par value of 1 Baht as follows: To allot not exceeding 500,000,000 ordinary shares of the capital increase or 29.50% of paid-in capital in order to offer existing shareholders in proportion to their existing holdings, which would not have an impact on the shareholders’ rights and benefits in the future. The authority was assigned to the Board of Directors to consider the allotment and offering as an one-time offering or divided offerings to be offered in several times, as well as authority over every necessary operation relevant to the offering of such capital increase’s ordinary shares. For example, a due date, a list of shareholders who had rights to subscribe newly issued shares (the day when the Excluding Right (XR) was shown), objectives of issuing and offering the ordinary shares of the capital increase, determination of prices and periods of offering, a proportion and methods of allotment, payment for shares, changes in the offering’s periods, subscription and receiving payment for ordinary shares of the capital increase, determination of conditions and details about issuing and offering ordinary shares of such capital increase as deemed appropriate, as well as amendments to words or statements in documents, the report of the General Meeting of Shareholders, a memorandum of association, and/or requests, and/or operations, in order to conform to a registrar’s order to apply for the registration of the Company’s capital increase which would be periodically submitted to the Department of Business Development, the Ministry of Commerce, depending on buyers’ payment for share subscription in each period, to have the capital increase’s ordinary shares listed on the Stock Exchange of Thailand (SET) as a listed security, and to submit information and documents to the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand, the Ministry of Commerce, or related agencies.
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The allotment of ordinary shares of the capital increase under the general mandate for shareholders had to be finished within the date the Company would hold the next General Meeting of Shareholders or within the date prescribed by law to hold the next General Meeting of Shareholders, depending which date came before.
The Meeting was asked for consideration. Chairman of the Meeting asked the Meeting whether shareholders or proxies have any issues to further ask. When there were no further questions from the shareholders or proxies, the attendees who disapproved or abstained were asked to fill in the information on the ballot of the agenda item 12, sign their names, and raise the ballot to be collected.
Resolution for the agenda item 12 To consider the approval of the Company’s capital increase’s allotment of not exceeding 500,000,000 ordinary shares in order to support the authorized capital increase under the general mandate at a par value of 1 Baht
Approve Amount 1,232,595,807 votes equal (%) 99.2271 Disapprove Amount 9,599,300 votes equal (%) 0.7728 Abstain Amount 2,000 votes equal (%) 0.0002 Voided Ballots Amount 0 vote equals (%) 0.0000
The total number of votes for this agenda item was 1,242,197,107 votes or the percentage of 100.0000.
Conclusion The Meeting, by the majority vote of 99.2271% approved the Company’s the capital increase’s allotment of not exceeding 500,000,000 ordinary shares in order to support the authorized capital increase under the general mandate at a par value of 1 Baht, as proposed by the Board of Directors.
Agenda item 13 To Consider other issues (if any)
Mr. Kasem Atisuntornkul, a shareholder, inquired that: Because the Company has been much affected by the outbreaks of COVID-19 as well as providing small tenants with aid measures, I would like to know whether the Company negotiated with MBK Center’s lessor for reducing MBK Center’s rental fee or not.
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Mr. Suvait Theeravachirakul, Director and CEO, answered as followed: MBK Center’s lessor is Chulalongkorn University (“Chula”). The Company submitted the document to request a reduction in rental fees before, MBK Center’s areas can be divided into 3 areas as follows: • MBK Center was exempted from rental fees for a period of 2.5 months, from March to May, 2020. • Patumwan Princess Hotel was exempted from rental fees for a period of 3 months, from March to May, 2020. • MBK Tower (Office spaces) was not exempted from rental fees. In August, 2020, the Company sent the document to request a reduction in additional rental fees, but the consideration’s result has been unknown.
Miss Busakorn Ngampasuthadol, a shareholder, inquired as follows: 1) According to the financial statement of the 1st quarter of 2020, the proportional comparison between income and gross profit / net profit, it was found that the proportion of income and gross profit decreased not much; while compared with net profit, the proportion decreased quite a lot. Therefore, a tendency for business profits in 2020 is possibly not good. I would like to ask which business group has had been affected the most. 2) In my personal view, MBK Center has seldom had renovations for a modern look, if compared with other shopping centers. How does the Company have any way to renovate it? 3) If the situation is better, whether will the Company renovate MBK Center in order to increase rental fees or not? 4) Whether does the opening of Samyan Mitrtown have an impact on a volume of a customer group of students from Chulalongkorn University coming to use services in MBK Center or not?
Chairman of the Meeting, answered the 1st question: The Group’s business group which was most affected was the Hotel and Tourism Business. It will be affected for a long time until the country can allow regular inbound and outbound flights. Therefore, the Hotel and Tourism Business had a little volume of customers (guests), together with a fierce competition in the hotel industry. However, in terms of revenues generated by the Hotel and Tourism Business, it was not high if compared with total revenues of the business groups.
- 56 - In terms of most affected revenues, it was the Shopping Center Business, particularly MBK Center which was directly affected. The investment in the Shopping Center Business by Siam Piwat Co., Ltd. which the Company has hold its shares was indirectly affected by running Siam Paragon and the Icon Siam because these shopping centers’ main customers were foreigners also.
Mr. Suphadej Poonpitpat, Vice Chairman answered the 2nd - 4th questions as follows: 2.-3. For MBK’s outdated look, the Company had a plan to renovate it in order to focus on satisfying needs of Thai customers who came to use services more. Previously, outside look was partly renovated. There was a plan to have additional renovations inside the shopping center. 4. MBK Center has not been much affected by the opening of Samyan Mitrtown because for coming to use services, MBK Center has provided them with convenience by building a sky walk connecting the BTS sky train station “National Stadium Station” to Sasin Graduate Institute of Business Administration of Chulalongkorn University. However, if the customers wanted to use services at Samyan Mitrtown, they had to walk pass the 3rd floor of MBK Center to the sky walk connecting to the BTS Station. Moreover, MBK Group’s Food Solution Business has also opened a food court at Samyan Mitrtown.
Mr. Thanan Uesirinukroh, a shareholder, asked that: 1) Whether will the situation of the outbreaks of COVID-19 be a cause of ceasing the operation of Bangkok Sky Tower next to Chao Phaya River or not? 2) In which phase is Paradise Park’s renewal of the contract? 3) Is the land where Paradise Place is situated the Company’s own land?
Chairman of the Meeting answered the 1st question: Bangkok Sky Tower, currently, has been temporarily ceased. According to the former plan, business groups and financial supporters for the construction would give financial support to Bangkok Sky Tower Foundation’s project. When COVID-19 has broken out, it has caused the cancellation of the financial support. Therefore, the project’s construction is now ceased.
Mr. Suvait Theeravachirakul, Director and CEO answered the 2nd question: Currently, the contract of Paradise park will terminate in August, 2023. Now, the Company is in the process of the consideration of the rental fee ratio. It is anticipated that in the General Meeting of Shareholders 2021, the progress will be acknowledge and further informed to shareholders.
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Chairman of the Meeting answered the 3rd question: The land where Paradise Place is situated is the land which the Company has leased from the same landowner. Now, the term of contract has 17 years left. (The lease contract will terminate in 2037.)
MR. BASANT KUMAR DUGAR, a shareholder had recommendations: The Company had a healthy cash flow which meant good financial management. If more cash flows were needed, the Company should issue corporate bonds in order to show the Company’s strength which gave the Company a good advantage.
Chairman of the Meeting answered: Issuing corporate bonds with a low interest rate should be an alternative of the Company in order to manage the financial liquidity. Agreeably, this alternative seemed better than issuing shares of the capital increase.
Ms. Irarom Anant, a shareholder inquired that: How does the Company have ways to cut costs and increase incomes from business which could generate profits such as the Golf Business? Or does the Hotel and Tourism Business have a plan to adapt hotels for alternative state quarantine hotels?
Mr. Suphadej Poonpipat, Vice President answered as follows: To adapt the hotels to be the alternative state quarantine hotels was very sensitive for local people in such areas. For example, a local organization such as the Subdistrict Administrative Organization (“Or Bor Tor”) disapproved of this idea. However, the Board of Directors had a plan to adapt the hotel’s style to a serviced apartment style. A number of 80 guest rooms at Patumwan Princess Hotel would be adapted to offer services to a customer group of large-sized organizations. Moreover, packed lunch was available in order to increase income, even though it generated not many profits. The Financial Business could operate and expand well. The Golf Business, in terms of income, tended to be better, except the golf courses in Phuket. It was because their main customers were foreign golfers. Therefore, they have been affected. However, for the golf courses, it has planned to have a co-project with other golf courses in the future.
- 58 - Mr. Chalotorn Patarmanus, a shareholder, inquired that: 1) How many years does Tokyo Department Store have a lease contract with the Company? 2) For the Nine Tiwanon, how is the progress? As planned, when will it finish?
Mr. Suvait Theeravachirakul, Director and CEO, answered the 1st question: Tokyo Department Store renewed the lease contract for another 3 years and could renew it every 3 years for another 2 times. In total, the term of contract was 9 years.
Mr. Suphadej Poonpipat, Vice President, answered the 2nd question: For the progress of The Nine Tiwanon, the construction was approximately 20% The construction’s plan is anticipated to finish in March, 2021. Currently, neighboring areas around, there are more residential houses. The opposite side of the project, the construction in progress is Tesco Lotus.
Mr. Somkid Wongpakorn, a shareholder, inquired as follows: 1) How long does the Company tend to have good business profits like before? Does the Company have a plan for further investment? 2) Whether was the Company’s business profits in the 2nd quarter of 2020 most affected or not? How long will the Company’s status tolerate the business’ operations at a loss?
Chairman of the Meeting answered the 1st question: For the Company’s tendency to recover this situation, it is anticipated that it will take approximately 2-3 years. Possibly, there is no further investment, except the growth of offering credit in the Financial Business. The investment will be slowed down until it is clearly seen that there is a vaccine against the outbreaks of COVID-19. Regarding opening the country, it caused anxiety about the 2nd wave of the outbreaks. However, the Board of Directors will employ all capabilities and attempts to maintain the financial situation at the same level and the Company’s liquidity well all the time.
Mr. Suvait Theeravachirakul, Director and CEO, answered the 2nd question: The business profits in the 2nd quarter of 2020 was affected by the closing of the shopping centers for approximately 50 days. It was thought that it was the most severe effect, except that the outbreaks of COVID-19 would be contagious again. The Company has tried to find ways to save costs as most as possible in order to balance revenues and expenses. Cash reserves are spared for emergencies only. - 59 - Chairman of the Meeting further answered the 2nd question: The Company’s cash flows is sufficient for incurred expenses and interest. Even if the situation of the business’s operations does not improve, the Company can run the business but losses can possibly be recorded in the accounting entries according to accounting standards such as the reduction in rental fees for tenants. Revenue will be gradually recognized according to the contract for 3 years but inflows of cash will be affected. For the corporate bonds which will be matured in 2022, the Company has prepared cash for the payment of such corporate bonds. The cash flows will help maintain the Company’s liquidity to business operations for at least 2 years in case that the business does not recover yet.
Mr. Vasan Pongphutamon, a shareholder, inquired as follows: 1) From the situation of the outbreaks of COVID-19, shares of Siam Piwat Co., Ltd were affected quite a lot. If the tendency does not improve, whether can the Company transfer such capital into working capital for the Company’s business or not? 2) Regarding the hotel’s 80 guest rooms aimed to be adapted for serviced apartments, whether have they been in progress or not? 3) Does the Company tend to improve? And how does the Company’s tend in the 3rd quarter?
Chairman of the Meeting answered the 1st - 3rd questions as follows: 1) Siam Paragon Department Store’s business profits tend to improve but are not completely back to a normal situation. Figures affecting the Company cannot be clearly stated. The Company has a 47% of holding. It is calculated as investments of approximately 3,800 million Baht. Because Siam Piwat Co., Ltd. has shares not listed on the Stock Exchange of Thailand, the Company cannot withdraw capital, except of offering shares to other people. However, this operation is not included in the organization’s policy. 2) The Hotel Business’s serviced apartments is now in progress in the marketing phase. 3) The tendency of the 3rd quarter slightly improves. Part of revenues came from the Golf Business which is anticipated that its tendency will improve.
Ms. Tippawan Trakarnvichit, a shareholder, inquired that: From streams of information found in the Social Media, it indicated the neglect of Thai customers. I would like to know how the Company’s opinions about this issue are.
- 60 - Chairman of the Meeting answered that: The Company has valued Thai customers a lot by renovating some areas of the Center in order to open for rental spaces as the Co-Working Space (Free-style working area), the opening of temporary Patumwan Passport Office, the opening of educational institutes in order to attract Thai customers to come in and use services inside MBK Center more. Whether does any attendee of the Meeting want to propose other issues for consideration or not?
(If any, according to Public Limited Companies Act, shareholders holding altogether shares which must not be less than one-third of total shares 564,974,333.33 shares propose any issue for the consideration, the Meeting will be able to take such issue into consideration.
Chairman of the Meeting thanked all the shareholders who attended the Meeting and had confidence in the Board for the business operations. The Board would maintain the growth rate of dividend payment with consistency in the policy on dividend payment continuously and regularly. Eventually, if there were no further questions or additional suggestions made by the shareholders, Chairman of the Meeting then declared the Meeting closed.
The Meeting was closed at 17.05 hours.
Sign Chairman of the Meeting (Mr. Banterng Tantivit)
Sign Secretary of the Meeting (Mr. Apichat Kamoltham) Minutes Taker
- 61 - Attachments 3. (F 53-4) Capital increase report form MBK Public Company Limited October 7, 2020
MBK Public Company Limited would like to report the Board of Directors Meeting No.10/20 held on October 7, 2020 regarding capital increase and the allocation of shares:
1. Capital Decrease and Increase 1.1 Capital decrease Resolution from Board of Directors Meeting resolves to approve decrease of the Company’s registered capital from THB 2,194,923,000 to new registered capital of THB 1,694,923,000 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate which have been not allocated in the whole amount of 500,000,000 shares 1.2 Capital increase Resolution from Board of Directors Meeting resolves to approve increase of the Company’s registered capital from THB 1,694,923,000 to new registered capital of THB 2,262,719,920 by issuing ordinary shares amounting of 567,796,920 shares (par value of THB 1) by following details
Type of capital increase Type of share Number of shares Par Value Total (shares) (Baht/share) (Baht) Specify the purpose Ordinary Share 67,796,920 1.00 67,796,920 of utilizing proceeds General Mandate Ordinary Share 500,000,000 1.00 500,000,000
2. Allotment of new shares 2.1 If specifying the purpose of utilizing proceeds
Allotted to Number of Ratio Sale price Subscription Note share (share) (old: new) (Baht/share) and payment period To allocate for Not more than Allocation The MBK-W1 The exercise Please the exercise of Ratio: 25 Warrants will of the rights to see
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Allotted to Number of Ratio Sale price Subscription Note share (share) (old: new) (Baht/share) and payment period the Company’s 67,796,920 ordinary be issued at purchase the Notes warrants to new ordinary shares to 1 no offering newly issued below purchase shares unit of warrant price, ordinary ordinary (any fractions (zero Baht) at shares of the shares No. 1 resulting from an Exercise Company (MBK-W1), the calculation Price THB 3 under the which will based on the MBK-W1 be issued to allocation ratio Warrants existing such fraction shall be in shareholders of shares shall accordance of the be rounded with the Company in down) conditions on proportion to the exercise of their the Warrants respective as stipulated shareholdings in the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Newly Issued Ordinary
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Allotted to umber of Ratio Sale price Subscription Note share (share) (old: new) (Baht/share) and payment period Shares of MBK Public Company Limited No. 1 (MBK-W1) (the “Terms And Conditions”)
Note : 1) The Board of Directors Meeting No. 10/20 of the Company on October 7, 2020 resolved to propose that the EGM consider and approve the issuance of the Company’s warrants to purchase ordinary shares No.1 (MBK-W1) in the amount of not more than 67,796,920 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings at no offering price, (zero Baht) at the ratio of 25 ordinary shares to 1unit of warrant (any fractions resulting from the calculation based on the allocation ratio set forth shall be rounded down), with a term of not more than 3 years from the issuance date, having an exercise ratio of 1 unit of warrant per 1 ordinary share at an exercise price THB 3 (the “Exercise Price”), (the “MBK-W1 Warrants”) and details with regards to the issuance of the MBK-W1 Warrants are determined. Please refer to the preliminary details of the MBK-W1 Warrants in Enclosure 2. In this regard, the Company has set the date for determining the names of the shareholders who shall be entitled to receive the MBK-W1 Warrants on October 22, 2020 (Record Date). However, the determination of such right remains uncertain and subject to an approval of the EGM. The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W1 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W1 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W1 Warrants and newly issued shares occurred from the exercise of the MBK-W1 Warrants on the Stock Exchange of Thailand (“SET”); and (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W1 Warrants; The Board of Directors Meeting No. 10/20 of the Company on October 7, 2020 resolved to propose that the EGM consider and approve the allocation of not more than 67,796,920 new ordinary shares for the exercise of the MBK-W1 Warrants. Please refer to the details of the issuance of the MBK-W1 Warrants in Note 1) above. - 64 -
2) The Company’s plan in case there is a fraction of shares remaining In the event, there is a fraction of shares derived from the calculation under the MBK-W1 Warrants’s exercise ratio, such fraction of shares shall be disregarded.
2.2 General Mandate Allotted to Type of share Number of share Percentage of Note (Shares) paid-up capital 1.Right Offering: Ordinary share Not more than 29.50 - RO 500,000,000
Note : Percentage of paid-up capital on the date that the Board of Directors resolves to increase capital under a General Mandate Which must be completed within the next date of the Annual General Meeting of Shareholders which be determined by the Company or within the date of the Annual General Meeting of Shareholders which be determined by the law, whichever date is earlier.
3. Schedule of the Shareholders’ meeting to approve the capital increase and the allocation of the newly issued shares The Extraordinary General Meeting of Shareholders No.1/2020 set the date on November 18, 2020 at 2.00 p.m., at the Jamjuree Ballroom, Pathumwan Princess Hotel, 444 Phayathai Rd., Wangmai, Pathumwan, Bangkok 10330. The determine the list of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No.1/2020 (Record Date) on October 22, 2020
4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) 4.1 The Company is required to register the decrease and increase of registered and paid-up capital and the amendment of its Memorandum of Association with the Department of Business Development, Ministry of Commerce. 4.2 The Company is required to obtain an approval from the Stock Exchange of Thailand for accepting MBK-W1 Warrants to be securities listed in the Stock Exchange Thailand.
5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 The Company will decrease its registered capital to cancel the unissued ordinary shares. 5.2 The Company will issue and allocate the MBK-W1 Warrants at the amount not exceeding 67,796,920 units in order to enhance financial flexibility for future investment including an investment in purchasing.
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6. Benefits which the company will receive from the capital increase/share allotment This capital increase will enhance the financial strengths and increase liquidity for the Company’s operation.
7. Benefits which shareholders will receive from the capital increase/share allotment In the event, the warrant holders exercise their rights under the Warrants to purchase the ordinary shares and become shareholders of the Company, the shareholders would gain the benefits from the fact that the Company will be able to utilize such proceeds In addition, the shareholders who exercise the right to purchase ordinary shares under the MBK-W1 Warrants shall receive all the same rights as the Company’s existing shareholders, such as the right to receive dividends, the right to attend and to vote in the shareholders meeting.
8. Other details necessary for shareholders to approve the capital increase/share allotment The allocation of newly issued ordinary shares for the exercise of the right to purchase ordinary shares under the MBK-W1 Warrants.
(1) Control Dilution In the event that all of the Warrants are fully exercised and the warrant holders who exercise the Warrants are not the shareholders of the Company, the shareholding of the existing shareholders of the Company will be diluted by 3.85* percent, comparing to the shareholding before the issuance and allocation of the Warrants. * Calculated based on number of shares reserved to accommodate the exercise of the Warrants (67,796,920 shares) divided by the total sum of (1) number of paid-up shares of the Company, as of October 7, 2020 (1,694,923,000 shares) and (2) number of shares reserved to accommodate the exercise of the Warrants (67,796,920 shares).
Control Dilution = Number of shares reserved to accommodate the exercise of the Warrants / (Number of paid-up shares + Number of shares reserved to accommodate the exercise of the Warrants) = 67,796,920 / (1,694,923,000 + 67,796,920) = Approximately of 3.85 percent
(2) Price Dilution In the event that the MBK-W1 Warrants are fully exercised but the warrant holders who exercise the Warrants are not the shareholders of the Company, the price per share will be
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diluted by 2.87* percent from the market price based assumption of THB 12.2 per share, the calculation is based on the weighted average closing price of the past fifteen business days prior to the Board of Directors' meeting on October 7, 2020. *Calculated by market price THB 12.2 subtract Post-offering market price THB 11.85 Divided by market price THB 12.2
Post-offering market price = ((Market price x Paid-up shares) + (Exercise price x Number of shares received after conversion) / (Number of Paid-up shares + Total shares offered) = (12.2 x 1,694,923,000) + (3 x 67,796,920)/ (1,694,923,000 + 67,796,920) = THB 11.85 per Share
Price Dilution = Market price - Post-offering market price / (Market price) = (12.2 – 11.85) / 12.2 = Approximately of 2.87 percent
(3) Earnings per Share Dilution In the event, if all Warrants are fully exercised, earnings per share will be diluted by 3.39* percent, comparing to the shareholding before the issuance and allocation of the Warrants, calculated by the following formula.
Earnings Per Share Dilution = (Pre-allocation earnings per share* – Post-allocation earnings per share**) / Pre- allocation earnings per share = (1.18 – 1.14) / 1.18 = Approximately of 3.39 percent * Pre-allocation earnings per share = Net profit / Number of paid-up shares ** Post-allocation earnings per share = Net profit / (Number of paid-up shares + Number of shares reserved to accommodate the exercise of the Warrants)
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9. Schedule of action where the board of directors of the company passes resolutions approving the capital increase/ share allotment
Procedure Date/Month/Year • The Board of Directors’ Meeting No.10/20 October 7, 2020 • The record date for the purpose of determining the eligible October 22, 2020 shareholders to attend the Extraordinary General Meeting of Shareholders No.1/2020 and entitled to receive the MBK-W1 Warrants (Record Date) • The Extraordinary General Meeting of Shareholders November 18, 2020 No.1/2020 • Register the capital reduction and capital increase and the Within 14 days from the date of amendment of the Company’s Memorandum of Association the Extraordinary General with the Department of Business Development, Ministry of Meeting of Shareholders Commerce No.1/2020 has the resolution to approve the capital increase • Listing the MBK-W1 Warrants on the SET Will be informed accordingly • Date to allotment new ordinary shares to existing Will be determined after obtained shareholders the approval from this the (General Mandate) Extraordinary General Meeting of Shareholders No.1/2020
The Company hereby certifies that the information contained in this report from is true and complete in all respects.
Signed……………………………………………………….…………Authorized Company Director (Mr. Suvait Theeravachirakul)
Signed……………………………………………………….…………Authorized Company Director (Mr. Hatchapong Phokai)
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Attachments 4.
Key Features of the Warrants to Purchase Ordinary Shares of MBK Public Company Limited No.1 (MBK-W1)
Category of Warrants : Warrants to purchase ordinary shares of MBK Public Company Limited No. 1 (“MBK-W1 Warrants”) Type of Warrants : Transferable warrants, with the name of bearer Offering Method : • To be offered to the existing shareholders of MBK Public Company Limited (the “Company”) in proportion to their respective shareholdings at no cost, at the ratio of 25 ordinary shares per 1 unit of warrant • Any fractions resulting from the calculation based on the allocation ratio such fraction of shares shall be rounded down Details of warrant subscription and any other necessary conditions shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. Number of Offering Warrants : Not more than 67,796,920 units Offering Price per Unit : 0 Baht (Zero Baht) Term of Warrants : Not more than 3 years from the issuance date of warrants Ordinary shares reserved for : Not more than 67,796,920 shares (with a par value of 1 Baht per the exercise of Warrants share), Exercise Ratio : 1 unit of warrant per 1 ordinary share with the exception for the case of the adjustment of exercise ratio in accordance with the adjustment conditions Exercise Price : THB 3 Exercise Price and relevant details shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. In the event of the adjustment of Exercise Price, the Exercise Price shall not be lower than the par value of shares in the Company at the time.
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Issuance date : To be determined by the Board of Directors or the authorized directors or the person authorized by the Board of Directors or by the authorized directors, which is expected to be within the fourth quarter of 2020. Period for notification of intention : On the 15th of January, February, March, April, May, June, July, of exercise warrants August, September, October, November, December of each calendar year through the term of Warrants. In the event, the Exercise Date is not a Business Day, such Exercise Date shall be postponed to the next Business Day. The first Exercise Date is expected to be on January15, 2021. The last Exercise Date will be on the expiration date of MBK-W1 Warrants which will be on November 15, 2023 (Not more than 3 years from the issuance date). In the event, the last Exercise Date is not a Business Day, such last Exercise Date shall be postponed to the next Business Day. The last Exercise Date and relevant details shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. Notification of intention of : The Warrant Holders who wish to exercise their rights to purchase exercise warrants ordinary shares of the Company shall deliver a notification of the intention to exercise the Warrants during 9:30 hrs. until 15:30 hrs. within the period of 5 Business Days prior to each Exercise Date, except for the last Exercise Date in which the notification of the intention to exercise the Warrants shall be delivered during 9:30 hrs. until 15:30 hrs. within the period of 15 Business Days prior to the last Exercise Date. The intention to exercise MBK-W1 Warrants shall be irrevocable upon the Exercise Notice being served. Warrant Registrar : Thailand Securities Depository Company Limited
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Secondary Market for the : The Company will apply to list the MBK-W1 Warrants on the Stock Warrant Exchange of Thailand
Secondary Market for the : The Company will apply to list the new ordinary shares to be issued Ordinary Shares from the upon exercising the Warrants on the Stock Exchange of Thailand Exercise of Warrants Purposes of issuing the warrants : It is a type of return to shareholders instead of cash dividend and benefits that the Company payment, that would be able to maintain Company’s working capital would gain from the allocation of and strengthen the Company’s financial position for operation of the newly issued shares Company’s business Expected benefits to : In the event, the warrant holders exercise their rights under the shareholders from the capital Warrants to purchase the ordinary shares and become increase shareholders of the Company, the shareholders would gain the benefits from the fact that the Company will be able to utilize such proceeds In addition, the shareholders who exercise the right to purchase ordinary shares under the MBK-W1 Warrants shall receive all the same rights as the Company’s existing shareholders, such as the right to receive dividends, the right to attend and to vote in the shareholders meeting Impact for Shareholders: 1. The ordinary shares to be issued upon exercising the Warrants will have the same rights and benefits as that of the already issued and fully paid-up ordinary shares in every aspect. Any rights to be vested upon being shareholders from the exercise of the Warrants will be effective from the day that the Ministry of Commerce accepts to register the change of paid-up capital of the Company for the new ordinary share issued upon exercising the Warrants.
2. The dilution effect to the Company’s shareholders can be determined as follows:
(1) Control Dilution In the event that all of the Warrants are fully exercised and the warrant holders who exercise the Warrants are not the shareholders of the Company, the shareholding of the existing shareholders of the Company will be diluted by 3.85* percent, comparing to the shareholding before the issuance and allocation of the Warrants.
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* Calculated based on number of shares reserved to accommodate the exercise of the Warrants (67,796,920 shares) divided by the total sum of (1) number of paid-up shares of the Company, as of October 7, 2020 (1,694,923,000 shares) and (2) number of shares reserved to accommodate the exercise of the Warrants (67,796,920 shares). Control Dilution = Number of shares reserved to accommodate the exercise of the Warrants / (Number of paid-up shares + Number of shares reserved to accommodate the exercise of the Warrants) = 67,796,920 / (1,694,923,000 + 67,796,920) = Approximately of 3.85 percent
(2) Price Dilution In the event that the MBK-W1 Warrants are fully exercised but the warrant holders who exercise the Warrants are not the shareholders of the Company, the price per share will be diluted by 2.87* percent from the market price based assumption of THB 12.2 per share, the calculation is based on the weighted average closing price of the past fifteen business days prior to the Board of Directors' meeting on October 7, 2020. *Calculated by market price THB 12.2 subtract Post-offering market price THB 11.85 Divided by market price THB 12.2 Post-offering market price = ((Market price x Paid-up shares) + (Exercise price x Number of shares received after conversion) / (Number of Paid-up shares + Total shares offered) = (12.2 x 1,694,923,000) + (3 x 67,796,920)/ (1,694,923,000 + 67,796,920) = THB 11.85 per Share
Price Dilution = Market price - Post-offering market price / (Market price) = (12.2 – 11.85) / 12.2 = Approximately of 2.87 percent
(3) Earnings per Share Dilution In the event, if all Warrants are fully exercised, earnings per share will be diluted by 3.39* percent, comparing to the shareholding before the issuance and allocation of the Warrants, calculated by the following formula.
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Earnings Per Share Dilution = (Pre-allocation earnings per share* – Post-allocation earnings per share**) / Pre- allocation earnings per share = (1.18 – 1.14) / 1.18 = Approximately of 3.39 percent * Pre-allocation earnings per share = Net profit / Number of paid-up shares ** Post-allocation earnings per share = Net profit / (Number of paid-up shares + Number of shares reserved to accommodate the exercise of the Warrants)
Adjustment of right of warrant: The Company will adjust the Exercise Price and exercise ratio during the term of MBK-W1 Warrants upon the occurrence of any of following events with the aim to protect the interest of the holders of MBK-W1 Warrants: 1. The Company changes the par value of its shares as a result of a consolidation or split of the issued shares of the Company. 2. The Company offers to sell its new ordinary shares to the existing shareholders and/or public and/or private placement at the net price per share lower than 90% of the market price of the Company’s shares. 3. The Company offers to sell its newly issued securities which can be converted to shares in the Company or right to purchase shares in the Company (e.g. convertible debentures or warrants) to the existing shareholders and/or public and/or private placement by fixing the net price per newly issued reserved shares lower than 90% of the share price calculated in reliance on the market price of the Company’s ordinary shares. 4. The Company pays out whole or partial dividend by means of share dividends to the shareholders of the Company. 5. The Company pays dividend in cash in exceeding of 90% of net profit of the Company consolidated financial statements at any fiscal year. 6. Any other similar event to those of clause 1 to clause 5 above which results in the deterioration of the interest of the holders of MBK-W1 Warrants.
The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors is authorized to determine the terms and conditions, and details of the MBK-W1 Warrants relating to the adjustment of conversion ratio and Exercise Price.
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Other Condition: The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W1 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W1 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W1 Warrants and newly issued shares occurred from the exercise of the MBK-W1 Warrants on the Stock Exchange of Thailand (“SET”); (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W1 Warrants.
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Proxy appointment relating to attendance and Guidelines on registration of the Extraordinary General Meeting of Shareholders
Shareholder Attending the Meeting in Person ➢ The shareholder is required to present his or her identification card, official identification card of civil servant, or passport (in case of a foreigner) when he or she registers for the meeting. ➢ In case there is an amendment to the first and/or last names of the shareholder, with the names being different from the ones appearing on the share register book, the shareholder is required to present evidence supporting the amendment.
Proxy Holder Attending the Meeting In case of individual shareholder (1) The proxy holder presents a proxy form accompanying the notice of the meeting, which is duly completed and signed by the shareholder and the proxy holder. (2) The proxy holder presents a photocopy of his or her identification card or passport (in case of a foreigner) which is duly certified as true and correct by the shareholder. (3) When registering for the meeting, the proxy holder presents his or her identification card, official identification card of civil servant, or passport (in case of a foreigner).
In case of Thai juristic person (1) The proxy holder presents a proxy form accompanying the notice of the meeting, which is duly completed and signed by the authorized signatory of the juristic person and the proxy holder. (2) The proxy holder presents a photocopy of the company registration certificate which is duly certified as true and correct by the authorized signatory of the juristic person. (3) When registering for the meeting, the proxy holder presents his or her identification card, official identification card of civil servant, or passport (in case of a foreigner).
In case of non-Thai juristic person (1) The company registration certificate may be issued by the state agency of the country in which the juristic person is located or by the authorized officer of the juristic person. The certificate must have details about the name of the juristic person, its authorized signatories, conditions and limitations imposed on the signing of documents, as well as the location of the headquarters of the juristic person.
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(2) For any document whose original copy is not in English, an English translation of the document has to be provided. The translation has to be certified as true and correct by the representative of the juristic person.
The Company has sent you a copy of Proxy Form B prescribed by the Ministry of Commerce. The form is clear and has many details. The shareholder who is unable to attend the meeting in person may appoint a proxy to attend the meeting on behalf of the shareholder. Or the shareholder may appoint any of the following independent directors proposed by the Company in the proxy form, to act as proxy for the shareholder.
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Profile of Independent Director for Appointment of Proxy
1.Name-Surname: : Mr. Pracha Jaidee Position in the Company : Independent Director and Member of the Audit Committee and Member of the Compensation and Nomination Committee
Age: 65 years old Address: 173/11 Moo 3 Kwang Klong-Sampravej, Khet Ladkrabang, Bangkok. Postal Code 10520
2.Name-Surname: : Mr.Suwit Rojanavanich Position in the Company : Independent Director and Member of the Audit Committee
Age: 62 years old Address: 249/1 Soi Sukhumvit 49 Kwang Khlong Toei Nuea Khet Wattna, Bangkok Postal Code 10110
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Attendance of Extraordinary General Meeting of Shareholders No.1/2020 (EGM) MBK Public Company Limited November 18, 2020
Shareholder of MBK /Proxy Holder ↓ Registration counter (starts 12:30 p.m.) ↓ Submit Individual documents and Proxy Letter ↓ Sign for registration ↓ Receives the ballot ↓ Enter the Meeting Room ↓ The Chairman opens the Meeting (02:00 p.m.) ↓ The Chairman presents the meeting agendas ↓ The voting will be in an open conduct, the one who disapprove of or abstain from any particular agenda, can raise hand and fill in the ballot, then give it to the staff. ↓ Total the votes ↓ The Chairman announces the voting result to the Meeting
- 78 - Clauses relating to shareholder meetings in the Articles of Association of MBK Public Company Limited
Chapter 5 Shareholder Meetings
Clause 30. The Board of Directors has to hold an Annual General Meeting within Four months after the Company’s accounting year ends. Any shareholder meeting other than this Annual General Meeting will be called an Extraordinary General Meeting. The Board of Directors will call a shareholder meeting as an Extraordinary General Meeting whenever appropriate. The Company’s shareholder meeting can be held as an electronic meeting. It can be held through digital media by facilitating meeting attendees to disclose their identities in order to attend the electronic meeting before the meeting’s attendance. The attendees are facilitated in order that they can vote openly or secretly. All meeting attendees’ log files are stored as evidence and they conform with technological safety standards stipulated by law. Regulations, rules, and approaches of an electronic meeting act within the relevant law. One or several shareholders whose collective shares are not less than 10% of all issued shares can sign up for a request that the Board will call a shareholder meeting as an Extraordinary General Meeting whenever possible. Any subject and its reasons also have to be clearly stated in such request. In this case, the Board of Directors has to hold a shareholder meeting within 45 days after receiving the request from the shareholders. In case that the Board of Directors does not hold a meeting within a specified period of time according to Paragraph 3, the shareholders who sign up or other shareholders whose collective shares reach an amount of shares as prescribed can call a meeting by themselves within 45 days after a due date according to Paragraph 3. In this case, it is considered that the shareholder meeting is called by the Board of Directors and the Company has to be responsible for necessary expenses resulting from holding the meeting as well as facilitating the meeting as appropriate. In case of a shareholder meeting called by shareholders according to Paragraph 4, when a number of shareholders attending the meeting cannot form a quorum stipulated in no. 34 of these articles of associations, the shareholders according to Paragraph 4 have to take shared responsibility for expenses resulting from such meeting for the Company.
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Clause 31. The annual ordinary general meeting of shareholders should at least deal with the business as follows: (1) Acknowledgement of the board of directors’ report on the Company’s performance and financial status for the past fiscal year. (2) Approval of the balance sheet and the income statement, (3) Approval of the appropriation of the profit, (4) Election of directors replacing the ones who retire by rotation, (5) Appointment of an auditor and determination of the audit fees.
Clause 32. For calling a shareholder meeting, the Board of Directors provides a letter of invitation to a meeting specifying its venue, date, time, agenda, and subjects which will be proposed to the meeting. They have to be clearly specified that they are proposed for acknowledgement, or approval, or consideration depending on each case. The Board of Directors’ opinions about such subjects (if any) are also provided. The letter of invitation to the meeting as well as relevant documents are sent to shareholders and a registrar not less than seven days before the meeting date. The invitation to the meeting is announced in the newspaper for three consecutive days and at least three days before the meeting date. When a shareholder meeting is held as an electronic meeting, the Board of Directors may send a letter of invitation and a meeting-accompanied documents through an electronic mail. Rules and approaches to sending a letter of invitation through an electronic mail act within the relevant law. A venue prepared to be used for a meeting according to Paragraph 1 has to be in the area where the Company’s Head Office or the Company’s branch is situated, or nearby provinces.
Clause 33. Shareholders may authorize other persons as proxies to attend and vote at any shareholder meeting on their behalf. The proxy appointment has to be in writing and in the form as required by the law. The proxy form has to be delivered to the chairman of the board of directors or the person appointed by the chairman at the meeting venue before the proxy holder attends the meeting.
Clause 34. In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five persons or not less than one half of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third of the total number of shares sold of the Company.
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At any shareholder meeting, if one hour has passed since the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as defined in the previous paragraph, and if such shareholder meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than seven days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.
Clause 35. The chairman of the board of directors shall be the chairman of shareholder meeting. If the chairman of the board of directors is not present at a meeting or cannot perform his duty, the vice-chairman shall be the chairman of the meeting. If there is no vice-chairman or there is a vice- chairman who is not present at the meeting or cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting.
Clause 36. The chairman of the shareholder meeting has the duty to conduct the meeting in compliance with the articles of association of the company relating to meetings (if any) and to follow the sequence of the agenda specified in the notice calling for the meeting, provided that the meeting may pass a resolution allowing a change in the sequence of the agenda with a vote of not less than two-thirds of the number of the shareholders present at the meeting.
Clause 37. At shareholder meeting, a final decision shall be reached or a resolution shall be passed by voting. Regardless of how the votes are cast, one share always equals to one vote. Unless stipulated otherwise, a resolution of the shareholder meeting shall require, in an ordinary event, the majority vote of the shareholders who attend the meeting. In case of a tie vote, the chairman of the meeting shall cast a deciding vote although he or she is not a shareholder. Any shareholder having special interests in the agenda requiring a voting shall have no right to cast a vote on the item, except for the item on the election of directors, on which the shareholder can cast his or her vote with no prohibition imposed on the voting.
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