-Translation- The Minutes of the 2017 Annual General Meeting of Shareholders Date and Time The 2017 Annual General Meeting of Shareholders was held on Thursday 27, 2017 at 2.00 p.m. at the Chatrium Hotel Riverside Bangkok, Ballroom on 4th Floor, 28 Soi Charoenkrung 70, Charoenkrung Road, Bangkholame Bangkok. Attendance: The Chairman and the Directors 1. Mr. Apisit Rujikeatkamjorn Chairman of the Board and Independent Director 2. Pol. Gen. Boonpen Bumpenboon Vice Chairman and Independent Director 3. Mr. Panom Kuansataporn Director, Chairman of the Executive Committee and Managing Director 4. Mr. Thawatchai Vorawandthanachai Director, Chairman of the Audit Committee and Independent Director 5. Mr. Amphan Yosamornsuntorn Director, Member of the Audit Committee and Independent Director 6. Miss Pinmanee Makmontana Director, Member of the Audit Committee and Independent Director 7. Mr. Panus Kuansataporn Director and Executive Director 8. Miss Panita Kuansataporn Director and Executive Director Attendance: The Management 1. Mr. Chalothorn Leelamali Chief Financial Officer 2. Miss Ni-Orn Junjamsang Corporate Secretary Attendance: The Auditor Mr. Khitsada Lerdwana Attendance: The Attorney Mr. Sarawut Sinsajatham EY Office Limited Keattitham Advocates & Solicitors Co., Ltd. The Board of Directors consists of 8 members. The total attendance of the Directors were 100% 11
Commencement of the Meeting at 2.00 p.m. Miss Ni-Orn Jumjamsang, Corporate Secretary informed the meeting that according to the Company s article Chapter 6 regarding the shareholders meeting No.37, specified that The quorum of the shareholders meeting need to have at least 25 shareholders or at least a half of number of shareholders who hold the share not less than one-third of the total issued shares (including proxy, if any). At the moment, there were 41 shareholders themselves who held 255,660,638 shares attending the meeting, and 66 proxies, who had 869,094,574 shares, totaling 107 shareholders with 1,119,755,212 shares or 67.9415%. Therefore, it completed the quorum of the shareholders meeting according to the Company s article. As the Company considered the importance of the shareholders, and encourage good corporate governance, the Company would invite the shareholders to propose the agenda for the 2017 Annual General Meeting of Shareholders, and propose the nominate qualified candidates for the Board of Director in advance by posting it on the Company s website between October 1, 2016 to December 30, 2016. As the result, there was no any shareholder to propose the agenda or the name of nominate qualified candidates. Before pursuing the agenda in the meeting, informed procedure on voting and vote counting by the shareholders who attended the meeting themselves and by proxies as follow: The 2017 Annual General Meeting of Shareholders, the vote was counted by using the barcode system as the seventh year. Voting on each agenda shall be made explicitly by a show of hand. One share is counted as one vote, except proxy from foreign investors who appointed custodian in Thailand, had to cast vote according to that indicated by such shareholders in proxy form. The resolution of the meeting required number of votes as follow: Majority vote of the shareholders attending the meeting and having the right to vote could pass the resolution. If the voting was tight, the Chairman in the meeting could have an additional vote for the final resolution according to the article no. 39 (1) Therefore, the vote counting in the agenda 1, 3, 4, 5 and 7 had to be majority votes from the shareholder who attended and had the right to vote in the meeting. Agenda 2 to report operating result for the year 2016 as for acknowledgement, which was not required for voting. Agenda 6 regarding compensation of the Directors had to be approved by the meeting by voting not less than two-third of total number of the shareholders who attended and had the right to vote. The Chairman would inquire the resolution on each agenda from the shareholders. Any shareholders, who disagreed or abstained, had to fill information in the voting ticket, which the Company distributed to all 12
shareholders. After the shareholder casted the vote, please raise your hand and handed the voting ticket to the vote counting officer. For proxy, the proxy had to cast vote according to that indicated by a shareholder in the Proxy Form. For any Shareholders who completed the Proxy Form for the voting and assigned the other person attending the meeting, the Company had counted voting: agreed, disagreed, or abstained into the computer in order to approve the resolution. For the transparency of vote counting, the Company had invited an attorney, Mr. Srawuth Sinsajjatham from Keattitham Advocates & Solicitors Company Limited to be the mediator and witness for vote counting. And, if there was any shareholder who had any question or opinion on each agenda, please raised your hand so that the Chairman would allow to shareholder speak up and then had to inform the first name and last name as the shareholder or proxy, before proposed the opinion or asked for any question. Mr. Apisit Rujokeatkamjorn as the Chairman of the meeting informed the opening of the 2017 Annual General Meeting of Shareholders. Agenda 1 To consider and certify the minutes of the 2016 Annual General Meeting of Shareholders held on April 28, 2016 The Chairman proposed the Meeting to consider and certify the Minutes of the 2016 Annual General Meeting of Shareholders, held on April 28, 2016, with attachment in the invitation letter to all shareholders. The Board of Directors has considered and opinioned that the Minutes has been correctly and completely recorded. The Chairman inquired whether any shareholder asked any question There was no any shareholder asked any question and objection or request to amend the minutes. The Chairman requested for the resolution of the meeting. Resolution The meeting has considered and resolution to certify the Minutes of the 2016 Annual General Meeting of Shareholders, held on April 28, 2016 by consensus votes as follow: Agreed by 1,119,795,730 vote or 100% Abstained by - vote or - % 13
Agenda 2 To acknowledge on the Board of Director s report about the operating result for the year 2016 The Chairman informed the meeting that the Company prepared the Annual Report in CD-ROM and sent to shareholders with attachment in the invitation letter, as well as disclosed the information on the Company s website since March 27, 2017. The Chairman invited Mr. Panom Kuansataporn, Managing Director reported the operating result for the year 2016 as follow: Operating result for the year 2016 The total revenue in year 2016 was 4,645 million baht, increased from year 2015 by 419 million baht or 9.9%. The coal sales revenue in year 2016 was 4,602 million baht, increased from year 2015 by 377 million baht or 8.9% The coal sales volumes in year 2016 was 2.36 million tons, increased from year 2015 by 0.36 million tons or 17.7%, by 15% increase from the domestic coal sales and 29.3% from the export sales. The net profit in year 2016 was 154 million Baht, increased from year 2015 that was profit of 110 million baht or 39.1% due to the company had cost control, warehouse management system and sales growth. The coal price in 2016 rose during the third quarter because coal production in China dropped from last year by 9.4% and import of coal in China increased from last year by 25.2%. According to many analyst reports, the coal price will likely remain around 75-85 USD per ton. The demand of coal continues to rise in Vietnam Indonesia and India to support the expansion of coal power plants The business plan for the year 2017, the company expects total sales growth of 25-30% by the expansion of the domestic sale and export sale including the revenue from port service and marine logistic. The company has provided 8 lighters and expanded the warehouse service area. There were 112 rai of land acquisition and a new coal screening plant has been built to increase capacity and expand the domestic market. The Company has established a joint venture in China to expand the export market. Operating Results in others - Organizational Management The Company had focusing on staff development to enhance the capabilities of management and operation to grow with the company. At present, the Company had a total of 242 employees who were Thai, Indonesian, Vietnamese and Chinese. The Company has submitted a self-evaluation tool of Thailand s Private Sector Collective Action against Corruption (CAC) to Certification Committee on December 15, 2016. The Company still has the criteria to implement and to develop management process. The Company has entered a 6-month blackout period and then will back to process of declaration of intent. 14
In the past year, there was no action transcended corruption or notification of the corruption involving the company. - Corporate Social Responsibility The Company committed to conducting business with the corporate social responsibility, environment and community, encourage employees to adhere to the principle under the good governance, ethic and responsible for the environment and community according to guidelines of the Stock Exchange of Thailand. The Company has considered the impact that may arise with stakeholders both within and outside such as shareholders, employees, customers, community and wider society, to fulfill requirement and expectation of stakeholder and contribute to the development of sustainable business. The company has the first Sustainable Development Report in year 2016 to disclose on the Company s website - The Award in 2016 The company was implementing in practical continuously. For this, Asia Green Energy Public Company Limited and AGE Terminal Company Limited (subsidiary) awarded the CSR-DIW in 2016 from the Department of Industrial Works and Honorable mentioned award of ports and warehouse reducing emissions of the year 2016. The Board of Directors has considered and recommended to acknowledge on the Board of Directors report about the operating result for the year 2016. The Chairman inquired whether any shareholder asked any question. There was no any shareholder asked any question and this agenda was not required for voting. Resolution The meeting has acknowledged the operating result for the year 2016. Agenda 3 To consider and approve the financial statement for the year ended December 31, 2016 The Chairman informed that as the Company s Articles in Chapter 7 regarding accounting and auditing No. 43 specify that the Board of Directors must prepare the financial statement as of the end of fiscal year of the company in order to propose to the shareholders meeting for approval. The Chairman assigned Mr. Chalothorn Leelamali, Chief Financial Officer as the reporter. Mr. Chalothorn Leelamali, Chief Financial officer reported that the financial statement including the auditor s report was disclosed in details on the annual report, which was in CD - ROM and had been distributed with the invitation letter to all shareholders. The financial statement has audited and certified by Mr. Khitsada Lerdwana, the auditor of EY Office Limited according the accounting standards and issued with unqualified opinion. The key items could be summarized as follow: 15
Description Consolidated Financial Statement Separate Financial Statement 2559 2558 2559 2558 Total Assets (Million baht) 4,090.08 2,707.71 3,837.77 2,506.26 Total Liabilities (Million baht) 2,670.20 1,360.13 2,546.51 1,243.65 Total Shareholders Equity (Million baht) 1,419.88 1,347.58 1,291.27 1,316.61 Total Revenue (Million baht) 4,644.94 4,226.55 4,602.08 4,224.85 Gross Profit (Million baht) 588.66 484.81 495.12 393.11 EBITDA (Million baht) 289.44 243.93 157.86 237.07 Profit Attributable to Equity holders (Million baht) 153.66 110.49 57.06 136.61 The Board of Directors has considered and recommended to approve on the financial statement for the year ended December 31, 2016 which has reviewed by the Audit Committee and has been endorsed by the Board of Directors and audited and certified by the auditor of EY Office Limited. The Chairman inquired whether any shareholder asked any question. meeting. There was no any shareholder asked any question. The Chairman requested for the resolution of the Resolution The meeting has considered and resolution to approve the financial statement for the year ended December 31, 2016 audited and certified by the auditor by consensus votes as follow: Agreed by 1,119,866,421 vote or 100% Abstained by - vote or - % Agenda 4 To consider and approve the appropriation of profits and dividend payment from the operating result of year 2016 The Chairman assigned Miss Ni-Orn Junjamsang, Corporate Secretary reported that according to Public Limited Company Act in 1992 and the Company s Articles in Chapter 7 No.46 specify The company must allot the annual net profit for reserve not less than 5% of the annual net profit after deducting loss carry forward (if any) till the reserve is not less than 10% of the registered capital. The Company has the dividend payment policy from the operating result not less than 40% of the remaining net profit after all reserve according to the Company s article and the law and considering the operating result of the Company. The appropriation of profits and dividend payment from the operating result of year 2016 by paying cash dividend at the rate of Baht 0.07 (Seven Satang) per share as the total amount Baht 115,368,244.74 (One hundred and fifteen million three hundred and sixty eight thousand two hundred and forty four Baht seventy four 16
Satang) without having the legal reserve appropriate. The Company has appropriated the legal reserve in accordance with the regulations of the Company. By specifying the date on which the recorded shareholders who are entitled to receive the dividend on March 24, 2017, and to collect the name of shareholders, according to section 225 of the Securities and Stock Exchange Act, by the way of closing the registration book to suspend the transfer of share on March 27, 2017, and fix the date of dividend payment within May 16, 2017 The Board of Directors has considered and recommended to approve the appropriation of profits and dividend payment from the operating result of year 2016. The Chairman inquired whether any shareholder had any question. Ms. Siriporn Kattaphong, a proxy for Thai Investors Association asked How much the shareholders will get dividend tax credit? Mr. Chalothorn Leelamali, Chief Financial officer replied The Company pay dividend from the profits of the corporate income tax at rate 20%. The shareholders will get a dividend tax credit of 20/80. meeting. There was no any shareholder asked more question. The Chairman requested the resolution of the Resolution The meeting has considered and resolution to approve the appropriation of profits and dividend payment from the operating result of year 2016 by paying cash dividend at the rate of Baht 0.07 (Seven Satang) per share as the total amount Baht 115,368,244.74 (One hundred and fifteen million three hundred and sixty eight thousand two hundred and forty four Baht seventy four Satang) by consensus votes as follow: Agreed by 1,119,867,678 vote or 100% Abstained by - vote or - % Agenda 5 To consider and approve the appointment of Directors in replacement of those who retired by rotation and the appointment of a new Director vacancy The Chairman informed the meeting that the Directors of those who retried by rotation will not attend the meeting on this matter until the consideration is completed and assigned Pol. Gen. Boonpen Bumpenboon, Vice Chairman served as Chairman of the meeting in this agenda instead. 17
Pol. Gen. Boonpen Bumpenboon, Chairman of the meeting assigned Miss Ni-Orn Junjamsang, Corporate Secretary reported that according to the Public Limited Company Act on Clause 71 and the Articles of the Company Chapter 5 regarding the Board of Directors No.19 specified that In the Annual General Meeting, the one-third member of the Board of Directors has to retire by rotation. If the member of the Board of the Directors cannot be divided exactly into the one-third member, the closest ratio would be applied. For the first and second year, the Directors must retire by way of drawing lots. In later year, the Director who would be in the office at the longest, have to retire by rotation. And the retired Directors may be re-elected for a further term. The Company has invited the shareholders to nominate a name of qualified candidates for the Company s Board of Director on the company s website from 1 st October 2016 to 30 th December 2016. There was no shareholder to nominate any candidate. follow: At present, the Company had 8 Directors and the Directors who had to retire by rotation in this term as 1. Mr. Apisit Rujokeatkamjorn Chairman and Independent Director 2. Mr. Panom Kuansataporn Director, Chairman of the Executive Committee and Managing Director 3. Mr. Panus Kuansataporn Director and Executive Director And agreed to propose the appointment of Director in replacement of a vacancy namely Mr. Prasert Tapaneeyangkul to be Director and Independent Director. The Board of Directors, without participation by any member having interested therein has considered the qualifications, knowledge and capable of expressing their opinions independently according to the relevant regulations. The Board of Directors agreed to approve the reappointment of Mr. Apisit Rujikeatkamjorn, Mr. Panom Kuansataporn and Mr. Panus Kuansataporn and agreed to propose the appointment of Mr. Prasert Tapaneeyangkul to be Director and Independent Director in replacement of a vacancy. In this agenda, the voting would be difference from the other agenda by requesting the shareholders to vote each Directors, which the Company had separated the voting card on each Directors. The Chairman inquired whether any shareholder asked any question. There was no any shareholder asked any question. The Chairman of the meeting requested the resolution of the meeting for the election Mr. Apisit Rujikeatkamjorn. Resolution The meeting had considered and resolution to approve the re-election of Mr. Apisit Rujikeatkamjorn for a further term by majority voting who attended the meeting and had the right to vote as follow: 18
Agreed by 1,107,981,299 vote or 98.9286% Abstained by 12,000,000 vote or 1.0714% The Chairman of the meeting requested the resolution of the meeting for the election Mr. Panom Kuansataporn. Resolution The meeting had considered and resolution to approve the re-election of Mr. Panom Kuansataporn for a further term by majority voting who attended the meeting and had the right to vote as follow: Agreed by 1,011,145,797 vote or 90.2824% Abstained by 108,835,502 vote or 9.7176% The Chairman of the meeting requested the resolution of the meeting for the election Mr. Panus Kuansataporn. Resolution The meeting had considered and resolution to approve the re-election of Mr. Panus Kuansataporn for a further term by majority voting who attended the meeting and had the right to vote as follow: Agreed by 1,119,176,859 vote or 99.9282% Abstained by 804,440 vote or 0.0718% The Chairman of the meeting requested the resolution of the meeting for the election Mr. Prasert Tapaneeyangkul. Resolution The meeting had considered and resolution to approve the appointment of Mr. Prasert Tapaneeyangkul to be a Director and Independent Director in replacement of a vacancy by consensus votes as follow: Agreed by 1,119,981,299 vote or 100% Abstained by - vote or - % 19
Thus, the Board of Directors consists of following members: 1. Mr. Apisit Rujikeatkamjorn Chairman of the Board and Independent Director 2. Pol. Gen. Boonpen Bumpenboon Vice Chairman and Independent Director 3. Mr. Panom Kuansataporn Director, Chairman of the Executive Committee and Managing Director 4. Mr. Thawatchai Vorawandthanachai Director, Chairman of the Audit Committee and Independent Director 5. Mr. Amphan Yosamornsuntorn Director, Member of the Audit Committee and Independent Director 6. Miss Pinmanee Makmontana Director, Member of the Audit Committee and Independent Director 7. Mr. Prasert Tapaneeyangkul Director and Independent Director 8. Mr. Panus Kuansataporn Director and Executive Director 9. Miss Panita Kuansataporn Director and Executive Director Agenda 6 To consider and approve the Director s remuneration for the year 2017 The Chairman assigned Miss Ni-Orn Junjamsang, Corporate Secretary reported that according to the Company s Article Chapter 5 No. 24, it determines that the company s Directors are eligible to receive remuneration. The Board of Directors has considered the criteria for remuneration to ensure that it is commensurate with the Company s performance and each member s responsibility and performance, aligned with the market and companies of a similar size. The Board of Directors has proposed the remuneration budget for the Board of Directors and subcommittee for the year 2017 of not exceeding Baht 10,000,000 (Ten million baht only) in the same rate as compared with the year 2016, by continued the remuneration policy remain the monthly fee, meeting fee and bonus as follow: 1. Remuneration for the Chairman of the Board, Vice Chairman and the Chairman of Audit Committee in the amount of Baht 25,000 (Twenty five thousand Baht only) per month and the meeting Fee of Baht 25,000 (Twenty five thousand Baht only) per time. 2. Remuneration for the Director and Member of the Audit Committee in the amount of Baht 15,000 (Fifteen thousand Baht only) per month and the meeting Fee of Baht 15,000 (Fifteen thousand Baht only) per time. The total Director s remuneration for the year 2016 was Baht 4,335,000 (Four million three hundred and thirty five thousand baht only). 20
The Board of Directors considered the appropriateness and responsibility of the Director, and agreed to approve the Director s remuneration budget for the year 2017. The Chairman inquired whether any shareholder asked any question. meeting. There was no any shareholder asked any question. The Chairman asked for the resolution of the Resolution The meeting has considered and resolution to approve on the Director s remuneration budget of the Board of Directors and subcommittees for the year 2017 of not exceeding Baht 10,000,000 (Ten million Baht only) by consensus votes as follow: Agreed by 1,119,981,422 vote or 100% Abstained by - vote or - % Agenda 7 To consider and approve the appointment of auditor and determine the audit fee for the year 2017 The Chairman assigned Miss Ni-Orn Junjamsang, Corporate Secretary reported that according to the Public Limited Company Act on Clause 120 and the Company s Articles of Association, it determines that the Company appoint the auditor with compensation and notification of the Securities and Exchange Commission regarding rotation of the auditor which prohibit any auditor to audit any Company s financial statement for 5 consecutive years, but not prohibit the new auditor in the same auditing firm. The Audit Committee has considered the qualification of the auditor with the Executive Committee by considering knowledge, experience, reliability, independently, consulting in accounting standards, certification of financial statement on time and agreed to propose these auditors as follows: (1) Mr. Termphong Opanaphan CPA No. 4501 or (2) Mrs. Poonnard Paocharoen CPA No. 5238 or (3) Miss Thipawan Nananuwat CPA No. 3459 from EY office Limited to be the auditor for the year 2017 as the first year to replace the auditor of the Company that serving for five consecutive years accounting firm. Then, the Board of Directors agreed to propose the shareholder s meeting to appoint the auditor from EY Office Limited as the six consecutive years and determine the audit fee not exceeding Baht 1,060,000 (One million and sixty thousand Baht only). Thus, the auditor as above has been selected to be the auditor of 3 subsidiaries for the year 2017. The Board of Director will ensure that the financial statement can be providing as scheduled. The auditors named above do not have any relationship and/or conflict of interest in or with the Company, its subsidiaries, executives, major shareholders or any related parties of such person and the 21
auditors are independent to audit and capable of expressing their opinions for the financial statement of the Company. In the event these auditors are unable to perform their duties, EY Office Limited is authorized to assign and replace the other CPA auditors to perform the audit works and express their opinion on the Financial Statements of the Company. The Board of Directors has considered and agreed to approve the appointment of these auditors as follows: (1) Mr. Termphong Opanaphan CPA No. 4501 or (2) Mrs. Poonnard Paocharoen CPA No. 5238 or (3) Miss Thipawan Nananuwat CPA No. 3459 from EY office Limited to be the auditor for the year 2017 and determine the audit fee not exceeding Baht 1,060,000 (One million and sixty thousand Baht only), as described above. Other audit fees that may additionally incur under regulatory requirement shall be under the discretion of the Executive Committee. The Chairman inquired whether any shareholder asked any question. Ms. Kanueng Maktiranuwat, the shareholder asked What is the percentage increase of the audit fee for the year 2017 compared to the year 2016? Mr. Chalothorn Leelamali, Chief Financial Officer replied The audit fees of the Company for the year 2017 increase 35.9%. The audit fee of the Company and subsidiaries for the year 2017 increase 14.5% and if it consider only the audit fee of EY Office Limited for the year 2017 increase 10.6%. Mr. Thawatchai Vorawandthanachai, Chairman of the Audit Committee replied The Audit Committee has considered determining the audit fee of the Company by considering the experience of the auditor and compare with the companies in the same industry which is a reasonable price. meeting. There was no any shareholder asked more question. The Chairman asked for the resolution of the Resolution The meeting has considered and resolution to approve the appointment of these auditors as follows: (1) Mr. Termphong Opanaphan CPA No. 4501 or (2) Mrs. Poonnard Paocharoen CPA No. 5238 or (3) Miss Thipawan Nananuwat CPA No. 3459 from EY office Limited to be the auditor for the year 2017 and determine the audit fee not exceeding Baht 1,060,000 (One million and sixty thousand Baht only) by consensus votes as follow: 22
Agreed by 1,120,021,899 vote or 100% Abstained by - vote or - % Agenda 8 The other agenda opinions. The Chairman requested if any shareholder would like to ask any question or to propose their Ms. Kanueng Maktiranuwat, the shareholder proposed In the next year, please be considered to schedule of the Annual General Meeting Shareholders in early March. Mr. Apisit Rujikeatkamjorn, Chairman replied The Company must provide the financial statement which has reviewed and certified by the auditor and approved by the Board of Director including the procedure of the Annual General Meeting. The Company will consider improving. There was no any shareholder asked more question. The Chairman said thank you to the shareholders who attended the 2017 Annual General Meeting of Shareholders and closed the meeting at 3.20 p.m. After opening speech, some more shareholders and proxies attended the meeting until the meeting was finished. The total number of shareholders and proxies attending the meeting was 134 shareholders, or 1,120,024,391 shares, which is equivalent to 67.9578% of the total number of issued stock.... (Mr. Aptsit Rujikeatkamjorn) Chairman... (Miss Ni-Orn Junjamsang) Recorder for the meeting 23