Auditor from the EY Office Limited 1. Mr. Preecha Arunnara 2. Mr. Tanravee Patharavinich 3. Ms. Kullapattra Opaspipat

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1 (FOR TRANSLATION PURPOSE ONLY, THAI LANGUAGE TEXT WILL BE FOR OFFICIAL USE) Minutes of the Annual General Meeting of Shareholders for the Year 2018 of Big Camera Corporation Public Company Limited Date, Time and Venue of the Meeting The Annual General Meeting of Shareholders for the Year 2018 (the Meeting was held on Wednesday11 th April 2018 at PM., at The Chatrium Ballroom 4 th Floor, Chatrium Hotel Riverside Bangkok, 28 Charoenkrung Soi 70, Bangkholame, Bangkok Directors in Attendance 1. Mr. Chan Thienkanjanawong Chairman 2. Mrs. Wankamon Thienkanjanawong Director 3. Ms. Parisara Thienkanjanawong Director and Company Secretary 4. Mr. Atit Chunhachatrachai Director 5. Dr. Suwit Thaniyavan Independent Director and Chairman of Audit Committee 6. Mrs. Haruthai Sukying Independent Director and Audit Committee 7. Prof.Dr.Poomthan Rangkakulnuwat Independent Director and Audit Committee Participating 1. Ms. Chutima Klongprateepphol Chief Financial Officer 2. Mr. Thanasit Thienkanjanawong Business Development Director 3. Mr. Chitchai Thienkanjanawong Marketing Director Auditor from the EY Office Limited 1. Mr. Preecha Arunnara 2. Mr. Tanravee Patharavinich 3. Ms. Kullapattra Opaspipat Commencement of the Meeting at 14:00 pm. Ms.Niwan Tueanjaiya (the meeting moderator ) notified the preliminary information of Big Camera Corporation Public Company Limited (the Company ) to the Meeting as follows: Registered capital Paid-up capital Divided into With the par value of 352,877,880 Baht 352,877,880 Baht 3,528,878,800 Shares 0.10 Baht 1

2 In the Meeting today, there were 86 shareholders presented in persons and 139 by proxies, totaling of 225 shareholders representing 2,724,459,616 shares or accounting for of the Company s total issued shares. The quorum of the Meeting was thus constituted. By the Company s Articles of Association, the specification on the quorum regarding the shareholders meeting stated that the number of shareholders and proxy of shareholders (if any) to attend the meeting shall not be less than 25 people or not less than half of the total shareholders. And the total shares are to be not less than one-third of the total issued shares of the Company in order to complete the quorum. The meeting moderator additionally notified on the vote counting of shareholders to cast the vote in each agenda as follows: 1. In an ordinary event, an agenda item shall be passed by the majority vote of the shareholders who attend the meeting and cast their votes. In the case of an equality of votes, the Chairman of the meeting shall have an additional vote as a casting vote in agenda 1, agenda 3 until agenda 6. An exception is made for the agenda 7 which concerning the remuneration of directors, wherein a resolution will require at least two-third of the total number of votes of the Shareholders attending the meeting and are entitled to vote. As well as agenda 8 which concerning the amendment of the Articles of Association of the Company, wherein a resolution will require at least three-fourth of the total number of votes of the Shareholders attending the meeting and are entitled to vote. To count the votes in approval for each agenda item, the Company will deduct the total votes cast as disapproval and abstention from the total votes of shareholders in attendance at the Meeting. In case of voting in agenda 6 To consider and approve re-appointment of Directors who retire by rotation for another term The shareholders who have authorized other people by Proxy Form B or authorized the Directors to vote, and determined that the proxies will vote according to the shareholders intentions or proxies intentions, the Company will count the votes according to the shareholders intentions or proxies intentions The Company will propose that the Meeting consider the appointment of each director, and shareholders can vote to approve, disapprove, or abstain. The staff will collect the ballots disapproving or abstaining of each director first, and then collect the ballots of those that approve. 2. If any shareholder wishes to leave the Meeting before the Meeting is adjourned or is not present in the meeting room during any agenda item, such shareholder can exercise his/her rights by submitting the voting ballot to the staff of the Company in advance before he/she leaves the meeting room. 3. The total number of votes the shareholders cast on each agenda item may not be consistent, as there 2

3 are shareholders and proxies entering the meeting room from time to time. Therefore, the number of persons attending the Meeting for each agenda item may change. 4. There must be neutral persons to witness the vote-counting process thus 2 volunteered shareholders are invited to witness the vote-counting at this Meeting. 5. Before voting on each agenda item, the Chairman shall give the shareholders and proxies an opportunity to ask questions and render their opinions concerning such agenda items as the Chairman deems appropriate. Any shareholder or proxy who wishes to ask questions shall declare his/her name and surname before asking every question or rendering an opinion. Mr. Chan Thienkanjanawong, the Chairman of the Meeting, then declared the Annual General Meeting of Shareholders for the Year 2018 of Big Camera Corporation Public Company Limited, to conduct the Meeting according to the following agendas. Agenda 1 Adoption of the minutes of the 2017 Annual General Meeting of Shareholders The meeting moderator proposed the meeting to adopt the Minutes of Annual General Meeting of Shareholders for the year 2017, held on April 11, 2017, which had been distributed together with the invitation letter for this meeting to all shareholders. If there was no one objecting or requesting to revise the minutes, then would like to request the resolution from the meeting. This agenda required a majority of the total number of votes of the shareholders who attend the meeting and cast their votes. RESOLVED The Minutes of the 2017 Annual General Meeting of Shareholders, held on April 11, 2017 be and hereby adopted with the following votes; Approved 2,725,191,631 votes or 100 percent Disapproved 0 votes or 0 percent Abstained 1,200 votes or 0 percent Remark There were 14 new shareholders attended during this agenda, totaling 733,215 shares. Total number of shareholders attended was 239, totaling 2,725,192,831 shares Agenda 2 Acknowledgement of the Company s operation result of the year 2017 The Chairman then assigned Mr. Thanasit Thienkanjanawong, Business Development Director, to clarify the company s operation result of the year 2017 ended 31 December 2017, as follows; 3

4 Company Overview in the past year, the Company has completely changed its business image from the past as the leading digital camera supplier. Business Group is divided into 3 Business Units : (1) Digital camera business; (2) Mobile phone business; and (3) Printing services business and other services. By the way, the Company has provided other products, as well as keeping in form of printed images to meet the consumers needs. In the past year, we have provided a lot of products to every segment, especially the digital camera. We are trying to fulfill the needs of diverse lifestyle, such as high angle photography from Drone and Action camera, which at the end of the year has a good feedback from consumers, therefore there are more sales and consumers can easily access the products. In this year, the Company has focus on the video recording with addition of the most complete accessories in the market, as well as the various output device. Moreover, the printing output is also come back. It can be appeared from worldwide distribution of polaroid cameras around 6-7 million units in the past year. At the end of the year, there will be a print preview at all BIG Camera branches. Customers can order products such as photobook or canvas prints from the shop and Online. This year, we continue to provide products line up from the past year to the present to meet the diverse needs of customers. It is believed that these will result to better performance of this year. Expansion of distribution channels In 2017, the Company has more than distribution channels from last year, 250 branched to 270 branches nationwide; Big Camera Shop 215 branches (decreased 2 branches) Big Camera Galleria 6 branches (increased 1 branch) Big Mobile Shop 42 branches (increased 16 branches) AIS Shop by Partner currently operates 2 branches Wonder Photo Shop currently operates 6 branches. In the past, revenue from digital camera business which is the Company s core business come from Samestore sales increase due to the development of line up products. Therefore, it is the source of increasing the variety products. Even this year, we still limit branch expansion as well as manage opening and closing of such continuously. There are still some branches opened such as Robinson Department Store. The estimate of branch expansion at the end of this year is not different from the previous year, but it focuses on increasing Same-store sales. The revenue structure is divided into (1) Digital camera business, which is the main income (2) Mobile business (3) Printing business, which is a relatively profitable business that will affect the company's overall profit in the future. 4

5 For 2017 performance, the Company's total revenue was Baht 6,043 million, increased from previous year by 8%, mainly from digital camera business. Net profit was Baht 774 million, decreased from previous year by 6%. The growth rate of digital camera market in the first quarter is quite good, by the way, the retail market around mid-year (quarter 2-3) general remained virtually stagnant as well as down purchasing power. Especially in the digital camera business is rely on tourism. The reason that profit did not meet the target in the past year, one part comes from down purchasing power and the Company has released new products in high segment, but insufficient to cover all consumers level, which affected to mid-to-high segment products. Moreover, due to not much stimulation tourism, cause reducing purchasing power. However, the Company confident that the tourism trends this year will be better and will be able to pull back purchasing power that will be goodeffecting to overall of the Company s sales. 1. Mr. Somjane Suksripanit (Shareholder) questioned: (1) Last year, the Company has set a target of expanding Big Mobile branches to 50 branches. But at the end of 2017, there are only 42 branches. Why they do not meet the target as well as the sales? (2) What is the measurement of purchasing power of this year that will be better than last year? (3) Please explain the gross profit of each year as well as such plan for the year 2018? Mr.Thanasit Thienkanjanawong (Business Development Director) answered: (1) One cause is shopping center has postponed the opening plan, then the Company had to postponed the opening plan of Big Mobile branch. In addition, the Company had close some Big Mobile branches in the past year. This year, the Company continues to acheive the plan to launch Big Mobile to 50 branches. Average of same-store sales growth will be at 30% approximately and partly sales will come from new branches. (2) Due to the Company's business have related to tourism. In the past year, the number of tourism was rather low but this year the Company expected the better growth because of the purchasing power tend to swing up from the fourth quarter and new line up products which is exclusive only for the Company in this year (3) Gross Profit in the camera business may not be stable by changing around 1-2% depending on the competition and the product in Hi-end segment. The new product line up in this year will be increased Gross Profit. 5

6 2. Mr. Decha Soontra-rachun (Shareholder) questioned: There are new products, are there any problems about obsolete inventory? Mr.Thanasit Thienkanjanawong (Business Development Director) answered: Due to the manufacturer cannot deliver the products on time, the Company has to forecast the products at least 3-6 months which cause the high of stock and high stock value. The high stock value came from the higher average price. However, this will not affect the Company's cash flow and liabilities. 3. Mr. Prawit Wirojwongchai (Shareholder) questioned: (1) Refer to 30% growth rate of Big Mobile. How about growth rate of Big Camera? (2) How about sales revenue from Big Camera Festival 2018? Mr.Thanasit Thienkanjanawong (Business Development Director) answered: (1) Since the Company's business is focused to the same-store sales growth, from 2012 to present, There are approximately 210 Big Camera branches and 220 Big Camera branches, respectively. These can be showed that the opening of new branches is not a major strategy of the Company but they are the product line up and the average price in the market. (2) Big Camera Festival 2018 had rather good feedback from customers. However, the Company does not have the strategy to increase sales from the event, but rather focus on the store sales. 4. Mr. Wasan Pongputthamon (Shareholder) questioned: Does Big Mobile have a strategy to integrate shop with Big Camera? Mr.Thanasit Thienkanjanawong (Business Development Director) answered: Currently, Big Mobile and Big Camera remain clearly separate, since different positions of each business unit but some products can be linked together, such as printing services that can be imported to service in Big Camera shop, based on the consistency of the customer. The Company expects 10-15% growth revenue of this year, with the focus on adding digital camera products line up more than increasing of branches. RESOLVED (This Agenda was the report of the operation result for acknowledgement. Therefore, there was no voting.) 6

7 Agenda 3 Approval on the Financial Statements for the year ended 31 st December 2017 together with the Auditor Report Proceeded from agenda 2, Mr. Thanasit Thienkanjanawong has clarified the company s business operation in Then proposed the shareholders to consider and approve the Financial Statements for the year ended 31 st December 2017 which were audited and certified by the auditor of the Company and reviewed by the Audit Committee. 1. Mr.Wasan Pongputthamon (Shareholder) questioned: Why SG & A expenses were rather high? Ms. Chutima Klongprateepphol Chief Financial Officer, answered: Major increasing cost of sales are rental expense, which are typically raised every year at 5% and 20 new branches are opened, as well as various promotions that will be compensated in form of other income. For administrative expenses increased by 10%, partly due to the restructuring of employees and the increasing of annual returns. Since there was no shareholder having further inquiry, the meeting moderator then proposed the Meeting to cast their votes. This agenda required a majority of the total number of votes of the shareholders who attend the meeting and cast their votes. RESOLVED Approved the Financial Statements for the year ended 31 st December 2017 by the unanimous votes as follows; Approved 2,726,384,348 votes or 100 percent Disapproved 0 votes or 0 percent Remark There were 17 new shareholders attended during this agenda, totaling 1,191,517 shares. Total number of shareholders attended was 256, totaling 2,726,384,348 shares. 7

8 Agenda 4 Approval on allocation of net profit for the Year as ended 31 th December 2017 and dividend payment The meeting moderator proposed the meeting to consider and approve to allot of net profit for the Year as ended December 31, 2017 and dividend payment. Details and dividend policy of the Company are appeared in the meeting invitation submitted to the shareholders. According to the operation results of 2017, the Company recorded a net profit of 777,783,665 Baht. The Company has budgeting for its working capital and investing in 2018 equal to 340 Million Baht, Therefore, the Board of Directors has endorsed the dividend payment at the rate of 0.13 Baht per share with total amount 458,754,244 Baht or percent of the net profit, for the shareholders whose names are appeared in the share register book on 20 th April 2018 (Record Date) and there will be no additional appropriation as the Company legal reserve has met the requirement of the law. Dividend will be paid on 9 th May Since there was no shareholder having further inquiry, the meeting moderator then proposed the Meeting to cast their votes. This agenda required a majority of the total number of votes of the shareholders who attend the meeting and cast their votes. RESOLVED Approved the declaration of dividend payment for the operation results of the year 2017 as proposed by the unanimous votes as follows; Approved 2,726,384,348 votes or 100 percent Disapproved 0 votes or 0 percent Agenda 5 Approval on the appointment of the auditor for the Year 2018 and determination of the remuneration The meeting moderator proposed to the meeting for the approval on the appointment of the auditor for the Year 2018 and determination of the remuneration. In order to ensure compliance with Section 120 of the Public Company Act B.E.2535 with regard to the appointment of auditor and determination of auditor remuneration by the Meeting of Shareholder every year. The Audit Committee had selected the auditor of the Company and its subsidiary for the year 2018 by considered the freedom, qualification, experience, knowledge, continuity and efficiency including the 8

9 appropriate audit fee then proposed to the Board of Directors to propose to the Meeting of Shareholders to appoint the EY Office Limited as the auditor of the Company and its subsidiary for the year 2018 as listed below; 1. Mr. Preecha Arunnara Certified Public Accountant No or 2. Ms. Supannee Triyanantakul Certified Public Accountant No or 3. Ms. Watoo Kayankannavee Certified Public Accountant No any of these auditors shall be appointed as the Company and its subsidiary s auditor and the auditor remuneration for the year 2018 shall be determined at the amount of 3,200,000 Baht, which is 700,000 Baht higher than the previous year. (The auditor remuneration is exclusive of other fees (Non-audit fee) if any, which will be billed per actual i.e. traveling expenses). Since there was no shareholder having further inquiry, the meeting moderator then proposed the meeting to cast their votes. RESOLVED This agenda required a majority vote of shareholders attending and cast their votes. Approved the appointment of either Mr. Preecha Arunnara, Certified Public Accountant No or Ms. Supannee Triyanantakul, Certified Public Accountant No or Ms. Watoo Kayankannavee, Certified Public Accountant No from EY Office Limited to be the auditor of the Company and its subsidiary for the year 2018 and determined the audit fees of 3,200,000 Baht which exclude other non-audit fees (if any), which will be billed per actual, by the unanimous votes as follows: Approved 2,726,384,348 votes or 100 percent Disapproved 0 votes or 0 percent Agenda 6 Approval on the election of the directors to replacement of the directors who retire by rotation The meeting moderator reported to the meeting that as Chapter 4 Article 22 of the Articles of Association of the Company, at every annual general meeting of shareholders, one-third (1/3) of the total number of directors shall retire by rotation. If the number of vacated directors does not reach the exact onethird (1/3), the number nearest to one-third (1/3) shall be subject to the above retirement. A retiring director may be eligible for re-election. Three directors who are retired by rotation in this year are as follows; 9

10 1) Mr. Atit Chunhachatrachai Director 2) Dr. Suvit Thaniyavarn Independent Director/ Chairman of the Audit Committee 3) Mrs. Haruthai Sukying Independent Director/ Audit Committee Since the Company made an announcement to invite the shareholders to propose the names of qualified candidates for the positions of the directors in the 2018 Annual General Meeting of Shareholders via the Company s website and SET s channel from 5 th December 2017 to 15 th January However, no such proposals were made. The Board of Directors conducted its review of screened process under the Company s nomination policy and ruled that the nominated directors are fully qualified as directors and had duly performed their duties well. In addition, the Board of Directors has considered and ensured that the 3 directors are completely qualified as directors, have knowledge, competence, experience which shall be beneficial to the Company s business operation. Accordingly, the Board of Directors excluding the directors w ho are proposed for re-election, agreed to propose the shareholders to re -elect the of the 3 retired directors are Mr. Atit Chunhachatrachai, who has been a director of the Company since April 2014 until now for 4 consecutive years, Dr. Suvit Thaniyavarn, who has been an independent director of the Company since June 2014 until now for consecutive 3 years 10 months and Mrs. Haruthai Sukying, who has been an independent director of the Company since June 2014 until now for consecutive 3 years 10 months for another term. This agenda required a majority vote of shareholders attending and cast their votes. RESOLVED Approved the re-appointment of the directors who retire by rotation, to be the directors of the Company for another term with the following votes; 6.1 Mr. Atit Chunhachatrachai re-elected as Director Approved 2,726,384,348 votes or 100 percent Disapproved 0 votes or 0 percent 6.2 Dr. Suvit Thaniyavarn re-elected as Independent Director Approved 2,726,364,348 votes or percent Disapproved 20,000 votes or percent 10

11 6.3 Mrs. Haruthai Sukying re-elected as Independent Director Approved 2,726,364,348 votes or percent Disapproved 20,000 votes or percent Agenda 7 To determine the director remuneration for the year 2018 The meeting moderator proposed the meeting for the approval of the director remuneration for the year 2018, by taking into account the benchmark rates of peers in the industry, and the Company s business expansion, the performance of the Company and its subsidiary, as well as scope and responsibility of each committee and agreed to propose the shareholders to approve the director remuneration at the aggregate amount of not more than 2,000,000 Baht, which is increase 500,000 Baht from previous year. The meeting allowance remains the same as follow; Chairman of the Board of Directors Meeting allowance /person /time 22,000 Baht Chairman of the Audit Committee Meeting allowance /person /time 22,000 Baht Director Meeting allowance /person /time 15,000 Baht Audit Committee Meeting allowance /person /time 15,000 Baht Since there was no shareholder having further inquiry, the meeting moderator then proposed the Meeting to cast their votes. This agenda required an affirmative vote of not less than two-thirds of the total number of shareholders attending the Meeting. RESOLVED Approved the director remuneration for the year 2018 as proposed by the Board with the following votes; Approved 2,726,384,341 votes or 100 percent Disapproved 17 votes or 0 percent Remark There were 1 new shareholder attended during this agenda, totaling 10 shares. Total number of shareholders attended was 257, totaling 2,726,384,358 shares. 11

12 Agenda 8 Approval on the amendment of the Articles of Association of the Company Agenda 8.1 Approval on the amendment of the Articles of Association of the Company in Chapter 4 Article 29 Due to the announcement of the National Council for Peace and Order No. 74/2557 announced on 27 th June 2014 with regard to the meeting and conference via electronic means, indicating that any meeting required by law to be held, apart from the method specified by law, the meeting can be held via electronic means. Therefore, for the flexibility of business operations of the Company and to accommodate changes in laws and regulations about the meeting via electronic means, The Company, then, would like to request the meeting for approval the amendment of the Article of Association of the Company in Chapter 4 Article 29 in regard to the Board Conferencing via Electronic Means. The details of such amendment were as follow; Article 29. The Board of Directors shall hold a meeting at least once every 3 (three) months in the locality in which the head office of the Company is located or as the Board considers it expedient to do so. The meeting of the Board of Directors can be held via teleconference through electronic devices in accordance with announcement of the National Council for Peace and Order No.74/2557 Subject: Teleconference through Electronic Devices and the Announcement of the Ministry of Information and Communication Technology Re: Standard of Security of teleconference through electronic devices B.E.2557 and other laws related to the teleconference, including any amendments thereof. The Company shall paid Directors remuneration related to their duties including salary, meeting allowance, allowance, Bonus, transportation allowance and other expenses as deemed necessary and appropriate in accordance with the resolution of the Shareholders' meeting. Since there was no shareholder having further inquiry, the meeting moderator then proposed the Meeting to cast their votes. This agenda required an affirmative resolution of not less than three-fourth of the total number of votes of the Shareholders attending the meeting and are entitled to vote. RESOLVED Approved the amendment to Chapter 4 Article 29 of the Articles of Association of the Company as proposed by the Board with the following votes; Approved 2,726,384,341 votes or 100 percent Disapproved 17 votes or 0 percent 12

13 Agenda 8.2 Approval on the amendment of the Articles of Association of the Company in Chapter 5 Article 35 Due to the Section 100 of the Public Limited Companies Act B.E.2535, which is amended according to the Order of the Head of the National Council for Peace and Order No.21/2560 Re: Additional Amendment to the Law for Business Facilitation. Therefore, in order to comply with the change in the laws, The Company, then, would like to request the meeting for approval the amendment of the Article of Association of the Company in Chapter 5 Article 35 in regard to the Board Conferencing via Electronic Means. The details of such amendment were as follow; Article 35. The Board of Directors shall call a meeting of Shareholders which is an annual ordinary meeting of shareholders within 4 (four) months of the last day of the accounting year of the Company. The meeting of shareholders other than the one referred to shall be called extraordinary meetings. The Board of Directors may call an extraordinary meeting of shareholders any time the Board considers it expedient to do so. One or more shareholders holding shares amounting to not less than ten (10) percent of the total number of shares sold may submit a written request to the Board of Directors for calling an extraordinary general meeting at any time, but the subjects and reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within forty-five (45) days as from the date of receipt of such request from the shareholders. In case the Board of Directors does not hold the meeting within the period as prescribed under paragraph two, the shareholders who subscribe their names or other shareholders holding the number of shares as required may call such meeting within forty-five (45) days from the completion of such period. In this regard, the meeting shall be considered as the shareholders meeting called by the Board of Directors. The company shall be responsible for necessary expenses arising from such meeting and reasonably provide facilitation. In case the quorum of the shareholders meeting called by the shareholders as prescribed under paragraph three is not formed according to Article 37, the shareholders as prescribed under paragraph two shall be collectively responsible to the Company for expenses arising from such meeting. Since there was no shareholder having further inquiry, the meeting moderator then proposed the Meeting to cast their votes. This agenda required an affirmative resolution of not less than three-fourth of the total number of votes of the Shareholders attending the meeting and are entitled to vote. 13

14 RESOLVED Approved the amendment to Chapter 5 Article 35 of the Articles of Association of the Company as proposed by the Board with the following votes; Approved 2,726,384,341 votes or 100 percent Disapproved 0 votes or 0 percent Abstained 17 votes or 0 percent Agenda 9 Other business For anti-corruption measures, the Company is in the process of studying the information and guidelines. The Company also has good corporate governance principles to anti-fraud, in order to ensure effective management, transparency, and accountability to all stakeholders. There were no other matters for consideration and no shareholder having further inquiry. The Chairman then declared the Annual General Meeting of shareholders for the year 2018 adjourned and thank you to all shareholders for attend the Meeting. The Meeting was adjourned at p.m. After the Meeting adjourned, there were 258 shareholders and proxy representing 3,528,878,800 shares equivalent to per cent of the total number of shares sold of the Company. - Signature - Mr. Chan Thienkanjanawong Chairman of the meeting - Signature - Ms. Parisara Thienkanjanawong Company Secretary / Minutes taker 14