March 20, 2015 Subject : Invitation to the Annual General Meeting of Sharholders No.38 To : Shareholders Enclosures: 1. Proxy Form 2. Copy of the Minutes of the Annual General Meeting of Shareholders No. 37 3. Annual Report and Financial Statements for Year Ended 31 December 2014 (in CD-Rom) 4. Map of the Meeting Place 5. Information of the Directors to be elected and Information of the Independent Directors to be appointed as a proxy by shareholders 6. Hard Copy Annual Report 2014 Requisition Form The Board of Directors of United Palm Oil Industry Plc. has resolved to convene the Annual General Meeting of Shareholders No. 38 on Friday, April 24, 2015, at 10.00 a.m. on the Second Floor Conference Room at the Head Office, No. 64 Soi Bangna-Trad 25, Khwaeng Bangna, Khet Bangna, Bangkok, with the following agenda: 1) To consider and adopt the Minutes of the Annual General Meeting of Shareholders No. 37 Board of Directors’ Opinion: The Minutes of the Annual General Meeting of Shareholders No. 37 held on April 25, 2014 is accurate and should be adopted. 2) To consider and acknowledge the Annual Report of the Board of Directors for the Year 2014 Board of Directors’ Opinion: The Annual Report represent accurate accounts of the Company’s activities and performance. 3) To consider and approve the Audited Financial Statements for the year ended December 31, 2014 Board of Directors’ Opinion: The Financial Statements for the Year Ended December 31, 2014 have been audited by an independent auditor. It was found to be accurately representing the Company’s performance; and therefore it should be approved. 4) To consider and approve the payment of dividends for the year 2014, and the appropriation of net profits to the legal reserves in accordance with the law Board of Directors’ Opinion: The Company has a net profit after tax of Baht 167,301,585. According to UPOIC’s dividend policy, the Company shall pay a dividend of not less than 50% of net profit after tax. The Board recommends that the Company pay a dividend, from the operation result for the period 1 October – 31 December 2014, of Baht 0.15 per share, a total of Baht 48,607,500 to the 324,050,000 shares. The record date for the eligible shareholders who Page 1 of 10 have the right to receive the dividend will be on May 7, 2015 and according to the Clause 225 of the Security and Exchange Act, the closing register date of share capital transfer will be on May 8, 2015. The payment date will be set on May 18, 2015. The Board had approved and paid an interim dividend from the operating result from 1 January-30 September 2014 at Baht 0.15 per share on December 4, 2014. Therefore, the total dividend for the Year 2014 is Baht 0.30 per share, equivalent to 58.11% of the net profit after tax which is higher than the dividend policy declared by the Company. Comparison of dividend to those of the previous year Details of dividend payment 2014 2013 1. Net Profit (Baht) 167,301,585 220,931,810 2. Number of shares . 2.1 Number of shares at interim dividend 324,050,000 324,050,000 2.2 Number of shares at final dividend 324,050,000 324,050,000 3. Total dividend per share (Baht) 0.30 0.60 3.1 Interim dividend per share (Baht) 0.15 0.20 3.2 Final dividend per share (Baht) 0.15 0.40 4.Total amount of dividend (Baht) 97,215,000 194,430,000 5.Dividend payout ratio 58.11% 88.00% As for the legal reserve, the reserve already complies with the 10 % minimum; there is no requirement for a further legal reserve. 5) To consider electing a new Board of Directors according to the Articles of Association of the Company Board of Directors’ Opinion: According to Article 12 of the Company’s Articles and Association, the terms of all Directors are due to expire at every Annual General Meeting of Shareholders, and the shareholders must re-elect or appoint new Directors. The Board set the qualification of independent directors as follows: (a) holding shares not exceeding 0.5 percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director; (b) neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the date of application filing with the Office; Page 2 of 10 (c) not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary; (d) not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years prior to the date of application filing with the Office. The term ‘business relationship’ aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the applicant or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the applicant or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; (e) neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; (f) neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; (g) not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder; (h) not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business affairs. Page 3 of 10 The Board had set a more stringent criterion than the minimum laid out by the SEC, namely, the amount of shareholding allowed to an independent director, not exceeding 0.5 percent of the total number of voting rights of the company, is lower than those set by the SEC. The Board of Directors had thoroughly considered along with the recommendation of the Nomination Committee that the Board of Directors comprised 7 directors namely, 1) Mr. Thira Wipuchanin 2) Vilas Sinswat, Ph.D. 3) Mr. Sangiam Santad 4) Mr. Whang Shang Ying 5) Ms. Anchalee Suebchantasiri 6) Ms. Piyathida Sukchan and 7) Ms. Jirasuda Sumpaotong. The 7 directors had proper qualifications required by the Public Company Limited Act B.E. 2535 and proper attributes such as education and experience, expertise in various professions as well as past performance as directors/managements of the Company. The Board, therefore, proposes the shareholders to re-elect 6 directors who are due to expire according to the Articles of Association of the Company and elect a new director. The information of each director is enclosed with this notice. Other relation of nominated independent directors: Nominated Independent Directors Nature of Interest Mr. Thira Vilas Sinswat, Mr. Sangiam Wipuchanin Ph.D. Santad Shareholding in the Company - number of shares none none none - percentage of the total shares with voting right With or without interest of the following kinds to the Company, parent/ subsidiary/ associate companies or juristic person that might have conflict of interest at present or in the past two years (1) being/not being a director who takes part in no no