Invitation to the 2019 Annual General Meeting of Shareholders Panjawattana Plastic Public Company Limited Wednesday, April 24, 2019 at 9.00 a.m. Registration starts at 7.00 a.m. at Wassana Room, 3rd Floor, Golden Tulip Sovereign Hotel, Bangkok 92, Soi Saengcham, Rama 9 Road, Bangkapi, Huaykwang, Bangkok 10310 Please bring the registration form with barcode to the meeting ***No Souvenir To Be Given for either shareholder who attending or proxy holder attending *** Cotent Documents to 2019 Annual General Meeting of Shareholders Page Documents to 2019 Annual General Meeting of Shareholders Invitation 2019 Annual General Meeting of Shareholders 1-9 Attachment 1. Copy the Minutes of the 2018 Annual General Meeting of the 10-30 Shareholders (Supporting document for agenda 1) Attachment 2. 2018 Annual Report in QR Code 31 (Supporting document for agenda 2 and 3) Attachment 3. Information of the candidate nominated to be the Director in replacement 32-39 of the Director who resigned by rotation (Supporting document for agenda 5) Attachment 4. Definition of independent director of Panjawattana Plastic Public 40-41 Company Limited (Supporting document for agenda 5) Attachment 5. Information of the proposed auditors of the year 2019 42-44 (Supporting document for agenda 7) Attachment 7. Articles of Association related to the Meeting of Shareholders and Voting 47-49 Documents showing an identity of the shareholder or entitled to 2019 Annual General Meeting of Shareholders Attachment 6. Registration method and documents required to be declared in the 45-46 Meeting date. Attachment 8. Proxy Forms From A. 50 From B. 51-54 From C. 55-58 Attachment 9. Details of Independent Directors nominated by the Company to be the 59 Proxies Attachment 10. Requisition Form for Annual Report 60 Attachment 11. Map of the place of the meeting 61 Panjawattana Plastic PLC. Registration No. 0107554000208 www.pjw.co.th Head Office 19,21 Ekkachai 63 Alley, Ekkachai Road, Bang Bon Road, Bang Bon Sub-district, Bang Bon District, Bangkok 10150 Tel. 0-2898-0018, 0-2898-1008, Fax. 02-898-0633 Branch 1 No.28 Moo 2 Chaimongkol Sub-district, Mueang Samut Sakhon District, Samut Sakhon Province 74000. Tel.0-2150-5988, 0-3483-9130-1 Fax. 0-2150-5987 Branch 2 No. 150/62 Moo 9 Nong Kham Sub-district, Si Racha District, Chonburi Province 20110 Tel. 0-3834-7187-8, 0-3834-7205, 0-3834-7207 Fax. 0-3837-7189 Subject Invitation to 2019 Annual General Meeting of Shareholders Attention The Shareholders of Panjawattana Plastic Public Company Limited Attachment 1. Copy of 2018 Minutes of Annual General Meeting of the Shareholders 2. 2018 Annual Report in the form of QR Code 3. Information of the candidate nominated to be the Director in replacement of the Director who resigned by rotation 4. Definition and qualification of independent director of Panjawattana Plastic Public Company Limited 5. Information of the proposed auditors of the year 2019 6. Registration method and documents required to be declared in the Meeting date. 7. Articles of Association related to the Meeting of Shareholders and Voting 8. Proxy Forms 9. Details of Independent Directors nominated by the Company to be the Proxies 10. Requisition Form for Annual Report 11. Map of the location of the meeting venue With reference to the resolution of the Board of Directors of Panjawattana Plastic Public Company Limited (“the Company”) on holding 2019 Annual General Meeting of Shareholders on Wednesday 24 April 2019 at 9.00 a.m. at Wassana Room, 3rd floor, Golden Tulip Sovereign Bangkok Hotel, 92, Soi Saengcham, Rama 9 Road, Bangkapi, Huaykwang, Bangkok 10310 the meeting agenda were as follows. Agenda 1 To certify the Minutes of the 2018 Annual General Meeting of Shareholders. Fact and Reason: 2018 Annual General Meeting of Shareholders of Panjawattana Plastic Public Company Limited was held on 27 April 2018 at Rachavadee 2-4, 3rd floor, Golden Tulip Sovereign Bangkok Hotel and the meeting minutes shall be actually and accurately recorded and prepared to be handed to the Stock Exchange of Thailand and Ministry of Commerce within the prescribed time by law. Such minutes were presented on the company website. The copy of the meeting minutes of 2018 Annual General Meeting of Shareholders with its details was appeared according to the Attachment No. 1. -1- The Board’s Opinion: It deemed proper to propose the Meeting of Shareholders to approve the minutes of 2018 Annual General Meeting of Shareholders with detail as appeared in Attachment No. 1. Agenda 2 To acknowledge the report on the Company’s operating results for the year 2018. Fact and Reason: The overall operations of Panjawattana Plastic Public Company and its subsidiaries in the preceding accounting year ended 31 December 2018 were concluded. Total income of the Company and its subsidiaries was Baht 2,986.46 million and total net loss was Baht 11.75 million . The detail for the overall operations of the Company and its subsidiaries was appeared according to Annual Report 2018 sent in form of QR Code together with Invitation to the Meeting (Attachment No. 2). The Board’s Opinion: It deemed proper to propose the Meeting of Shareholders for acknowledgement on the overall operations. The detail was appeared according to Attachment No. 2. Agenda 3 To consider and approve the financial statements of Panjawattana Plastic Public Company Limited and its subsidiaries for the year ended 31 December 2018. Fact and Reason: The Board of Directors purveyed the preparation of the Financial Statements of Panjawattana Plastic Public Company Limited and its subsidiaries for the Year Ended 31 December 2018, which have been audited and certified by the Certified Public Accountant for proposing the Meeting of Shareholders to consider and approve in 2019 Annual General Meeting as stipulated in Section 112 of Public Limited Companies Act B.E 2535 (1992) (Attachment No. 2). The Board’s Opinion: It deemed proper to propose the Meeting of Shareholders to consider and approve the Financial Statements of Panjawattana Plastic Public Company Limited and its subsidiaries for the Year Ended 31 December 2018, which have been audited and certified by the Certified Public Accountant, passed for the verification of the Audit Committee to be correct, and also consented by the Board of Directors.The detail was appeared in Annual Report 2018 according to Attachment No. 2. Agenda 4 To consider and approve the non-profit apportionment and non-dividend payment derived from operating results for the year ended 31 December 2018 Fact and Reason: According to Public Limited Companies Act B.E 2535 (1992), Section 115 stipulates that the Company shall pay the dividend from earnings only, and Section 116 stipulates that the Company shall appropriate a part of annual net profit as its reserve fund for not less than 5 percent of annual net profit. Nevertheless, the Company’s legal reserve had already attained the amount of 10 percent of the registered capital. Thus, there is no need to provide any additional legal reserve. -2- The Company’s policy for dividend payment is at no less than 40 percent of net profit after corporate income tax deduction of separate financial statements and after legal reserve deduction. However, the Company may specify the lesser dividend payout ratio than what has been aforesaid determined depending upon overall operation, financial status and liquidity, necessity for use of working capital in operation, business expansion, and other factors relevant to the Company’s management as deemed appropriate by the Board of Directors and/or the Company’s shareholders. The Company’s paid interim dividend to our shareholders at the rate of Baht 0.0800 per share, totaling Baht 45,926,395.60 The dividend was paid from the retained earnings of Panjawattana Plastic Public Company Limited, divided into a portion out of BOI promoted activities at Baht 0.070 per share, and the other portion subject to corporate income tax of 20% at Baht 0.010 per share and the interim dividend payment was paid to the shareholders on February 7, 2019. From the Company’s overall operation in the preceding accounting year ended 31 December 2018, the Company earned its revenue Baht 2,837.89 million, net profit was Baht 23.27 million, and net profit after legal reserve deduction was Baht 23.27 million Baht. The comparative data of dividend payment rate in the preceding year was as follows. Interim Description 2018 2017 Dividend 2018 1. Net Profit 23.47 million Baht - 40.27 million Baht 2. Number of Ordinary Shares 574,079,945 shares 574,079,945 shares 574,079,945 shares 3. Annual Dividend Payment - Dividend (Baht/share) - - - - Interim Dividend (Baht/share) - 0.0800 million Baht million Baht million Baht Paid from Baht /share Baht /share Baht /share BOI Business - - 40.19 0.0700 - - Non BOI Business - - 5.74 0.0100 - - 45.93 0.0800 4. Total Dividend Payment Value - - - - 5. Dividend Payout per Net Profit - - - 6. Dividend Payment Date - 7 February 2019 - The Board’s Opinion: It deemed proper to propose the Meeting of Shareholders to consider and approve the no-appropriation of a part of earnings as legal reserve fund. However, the Company’s legal reserve had already attained the amount of 10 percent of the registered capital. Thus, there is no need to provide any additional legal reserve. -3- The non-dividend has been approved from operating results for the year ended 31 December 2018 since the Company’s preserve cash for working capital. Hence, the Board of Directors at its meeting No.3/2019 on March 4, 2019 agree to propose this Meeting to consider and approve the non-profit apportionment and non-dividend payment derived from operating results for the year ended 31 December 2018.