: Shareholders of Crown Seal Public Company Limited

Transcription

1 No. SorLorNor. 062/2014 Date : March 20, 2014 Subject : Invitation to the 21 st Annual General Meeting of Shareholders for the Year 2014 Attention : Shareholders of Crown Seal Public Company Limited Enclosures : 1. A Copy of the Minutes of the 20 th Annual General Meeting of Shareholders for the Year Annual Report for the year 2013, including Financial Statements for the fiscal year ended December 31, Profiles of the persons nominated to be directors in replacement of those to be retired by rotation. 4. Definitions of independent directors of Crown Seal Public Company Limited. 5. Details of Auditors and Remuneration. 6. Proxy Form. 7. Details of independent directors for proxy granting of shareholders. 8. The required documents to attend the Shareholders Meeting and the procedures for attending the 2014 Annual General Meeting of shareholders. 9. Company s Articles of Association relating to the Shareholder Meeting. 10. Map of The Dusit Thani Hotel. Notice is hereby given that The Board of Directors of Crown Seal Public Company Limited ( the Company ) resolved to call the 21 st Annual General Meeting of Shareholders for the Year 2014 on Tuesday, April 22, 2014 at 10:30 a.m. at Vimarnsuriya Room, The Dusit Thani Hotel, 946 Rama IV Road, Silom, Banglak, Bangkok to consider the following agendas : Agenda Item 1 To adopt the Minutes of the 20 th Annual General Meeting of Shareholders for the Year Background Information The 20 th Annual General Meeting of Shareholders for the Year 2013 was convened on April 23, The copy of minutes of the meeting is attached herewith as (Enclosure 1). Opinion of the Board It is considered appropriate that The shareholders meeting should approve the minutes of the 20 th Annual General Meeting of Shareholders for the year

2 Agenda Item 2 To acknowledge the performance of the Company for the Year Background Information The report of the operating performance of the Company for the Year 2013 is summarized in the 2013 Annual Report sent to the Shareholders with this Invitation as (Enclosure 2). Opinion of the Board Agenda Item 3 It is considered appropriate that The shareholders Meeting should acknowledge the operating performance of the Company for the Year To consider and approve the Statement of Financial Position and Income Statement ended December 31, Background Information The Statement of Financial Position and Income Statement of the fiscal year ended December 31, 2013 which were audited by the Certified Public Accountant. The details are presented in the section Financial Statements of the 2013 Annual Report sent to the Shareholders with this Invitation as (Enclosure 2). Opinion of the Board Agenda Item 4 It is considered appropriate that The shareholders meeting should approve the Statement of Financial Position and Income Statement reporting all transactions of the previous year which were audited by the Certified Public Accountant. The details are presented in the 2013 Annual Report sent to the Shareholders with this Invitation. To consider the allocation of profit and the dividend payments from the operation of the Company for the year Background Information The dividend payments policy of the Company is to pay not more than 50 percent of the annual net profit and under section 116 of the Public Company Limited Act B.E.2535, the Company shall allocate not less than 5 percent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attains an amount not less than 10 percent of the registered capital. The dividend payments for shareholders will be subject to the net profit, cash flow, investment plans of the Company in the future and other necessities. Opinion of the Board In 2013, the Company has earned a net profit in the amount of 337,719,616 baht and has carried no retained loss. In addition, the Company has sufficient cash flow to pay dividends. It is considered appropriate for the meeting to approve the dividends for the 2013 operating year of the Company since January 1, 2013 to December 31, 2013 for common shares at the rate of 1.75 baht per share, accounting to 91,000,021 baht and for the preferred shares at the rate of 3.25 baht per share accounting to 2,599,961 baht. Grand total amount of dividend payments is 93,599,982 baht or percent of net profit. The record date on which the recorded shareholders have the right to receive 2

3 dividends is on March 17, 2014 and collect shareholders names in accordance with section 225 of the securities and Exchange Act B.E. 2535, by closing the share register book on March 18, 2014 and the dividends will be payable on May 16, 2014.The right to receive dividends, as the case may be, is uncertain, as it has not yet been approved by shareholders. Detail 2014 Proposal for Approval 2013 Approved 2012 Approved Net Profit 337,719,616 Baht 289,740,950 Baht 210,691,547 Baht Dividend payment rate 1. Common Share 2. Preferred Share 1.75 Baht/Share 3.25 Baht/Share 1.50 Baht/Share 3.00 Baht/Share 1.00 Baht/Share 2.50 Baht/Share 3. Total dividend payment 93,599,982 Baht 80,399,982 Baht 53,999,982 Baht 4. Percentage to net profit In this regard, the shareholders shall be entitled to a tax credit on the dividends for the year 2013, which shall be paid pursuant to the details above at the rate of 20 percent. Agenda Item 5 To consider and elect the directors in replacement of those to be retired by rotation. Background Information In order to comply with the Public Company Limited Act and the Articles of Association of the Company, one-third of the directors must retire from their offices at the Annual General Meeting of Shareholders. If the number of directors cannot be exactly divided then the number of retired directors shall be nearest to one-third. Moreover, in order to promote Good Corporate Governance, the company gave the shareholders an opportunity to recommend director nominees to be elected as directors during November 8, 2013 to January 31, 2014 but no person proposed this on that occasion. Five directors will retire by rotation at the 21 st Annual General Meeting of Shareholders for the year 2014 comprising:- 1. Mr. Pong Sarasin Chairman of the Board of Directors and Non-Executive Director 2. Mrs. Pilai Piemphongsarn Chairman of the Audit Committee and Independent Director 3. Ass.Prof.Dr. Sudhabodi Sattabusya Non-Executive Director 4. Mr. Yasuo Tsujihiro Non-Executive Director 5. Mr. Dhep Vongvanich Independent Director Opinion of the Board It is considered appropriate to propose the re-election of those five retiring directors for another term as follows: 3

4 1. Mr. Pong Sarasin Chairman of the Board of Directors and Non-Executive Director 2. Mrs. Pilai Piemphongsarn Chairman of the Audit Committee and Independent Director 3. Ass.Prof.Dr. Sudhabodi Sattabusya Non-Executive Director 4. Mr. Yasuo Tsujihiro Non-Executive Director 5. Mr. Dhep Vongvanich Independent Director The Board of Directors has considered that all 5 persons are capable, experienced, and well qualified to be elected as directors of a listed company. The profiles of these persons proposed to be directors, and the definition of the Company s independent directors are enclosed as (Enclosure 3 and 4 respectively) to support the shareholders consideration. Agenda Item 6 To consider and determine the Directors remuneration for the year Background Information The directors remuneration shall be determined from the Board s duties and responsibilities as well as compared with the listed companies on the Stock Exchange of Thailand with the peer companies. The last Annual General Meeting of Shareholders approved the directors remuneration for the year 2013 at 3,500,000 baht, alike this year, the Board of Directors proposed to maintain the directors remuneration in the same amount until the Meeting resolves otherwise. Opinion of the Board In accordance with the Good Corporate Governance Principle, the shareholders should consider approving the Directors remuneration year by year. The Board of Directors has reviewed the remuneration of the Company s Directors compared with the average remuneration from the survey report on the directors remuneration in the listed companies by the Thai Institute of Directors. It is considered appropriate proposing to maintain the directors remuneration for 2014 in the total amount of 3,500,000 baht which is the same amount approved by the Annual General Meeting of Shareholders of 2013 until the Meeting resolves otherwise. The details are summarized as below: Unit : Baht 2014 (Estimated) 2013 (Actual) Directors remuneration Retainer fee Attendance fee Retainer fee Attendance fee Board of Directors 2,040,000 1,020,000 2,040, ,000 Audit Committee - 325, ,000 Reserve for Attendance fee - 115, Total 2,040,000 1,460,000 2,040,000 1,210,000 Total amount 3,500,000 3,250,000 4

5 Agenda Item 7 To consider and appoint the Auditors and to approve the Audit fee for the year Background Information In order to comply with the Public Company Limited Act, the Annual General Meeting has to consider appointing the Annual Auditors and approve the audit fee. Considering the qualifications of auditors under the regulations of the Office of the Securities Exchange Commission as well as the satisfactory performance, the Board of Directors with the endorsement of the Audit Committee opined that auditors from EY Office Limited, by Ms. Pimjai Manitkajohnkit, the Certified Public Accountant number 4521 and/or Mr.Chayapol Suppasedtanon,the Certified Public Accountant number 3972 and/or Ms. Rungnapa Lertsuwankul, the Certified Public Accountant number 3516 and/or Mr.Sophon Permsirivallop, the Certified Public Accountant number 3182 should be appointed as the Company s auditors. Though propose that the Auditors remuneration for the year 2014 should be 840,000 baht, which was decreased by 30,000 baht or equivalent to 3.4% from last year. (For more details, please see the Enclosure 5). Opinion of the Board It is considered appropriate for the meeting to appoint the Auditors from EY Office Limited, namely Ms. Pimjai Manitkajohnkit, the Certified Public Accountant number 4521 and/or Mr.Chayapol Suppasedtanon,the Certified Public Accountant number 3972 and/or Ms. Rungnapa Lertsuwankul, the Certified Public Accountant number 3516 and/or Mr. Sophon Permsirivallop, the Certified Public Accountant number 3182 to be the Company s Auditors, whereby any one of them being authorized to conduct the audit and to express opinion regarding to the financial statements of the Company. The shareholders should also fix the Auditors fee for the Year 2014 at the amount of 840,000 baht. In the previous year, the EY Office Limited received the service fee for observing and certifying the destruction of registered products which under quality standard of the Company in the amount of 20,000 baht. Agenda Item 8 To consider other business, (if any). Pursuant to section 105 of the Public Company Limited Act any shareholders may raise additional topics to be agenda for consideration at the Shareholder meetings. However, they shall hold shares in aggregate amounting to not less than one-third of the total issued shares of the Company. 5

6 Kindly be informed that, in addition to determine the entitlement of shareholders to attend the Annual General Meeting for the year 2014, the schedule of the record date and the closing date of share register book were fixed as follows ; March 17, 2014 is the Record Date on which the shareholders whose names appear on the Company s share register book shall have the right to attend the Annual General Meeting. March 18, 2014 is the closing date of share register book for gathering the shareholders names in accordance with the Section 225 of the Securities and Exchange Act. B.E You are cordially invited to attend the Meeting on the date, time and venue specified above. Shareholders who are unable to attend the Meeting and wish to appoint the proxy or the Company s Independent Director to attend the Meeting and vote on their behalf, please use the proxy form as (Enclosure 6), executing an Independent Director name listed as on (Enclosure 7). The proxy should be sent in advance for speedy registration process together with the required documents to the Company Secretary Office, Crown Seal Public Company Limited, 5 Soi Rangsit-Nakornnayok 46, Prachatipat, Tanyaburi, Pathumthani before April 18, Should you have any further query on the proxy, please contact the Company Secretary Office directly at telephone number ext. 638, 635, from Monday Friday from 8:10 a.m. to 5:10 p.m. Yours faithfully, ( Mr. Akiyoshi Toba ) Director and President 6

7 -Translation- Crown Seal Public Company Limited Minutes of Annual General Shareholder s Meeting No.20 April 23, 2013 Ballroom 1, The Sukhothai Hotel Enclosure 1 The Company had registered capital with paid-up at the amount of THB 528,000,000 which divided to ordinary shares 52,000,012 shares and preferred shares 799,988 shares. The total amount of shareholders and granting proxy of 73 persons present with 35,993,969 shares or % of total shares presented which constituted a quorum. The directors present were as follows: 1. Mr. Pong Sarasin Chairman 2. Mr. Hirofumi Miki Director 3. Mr. Dhep Vongvanich Independent Director 4. Mrs. Pilai Piemphongsarn Independent Director and Chairman of Audit Committee 5. Mr. Satit Chanjavanakul Independent Director and Audit Committee 6. Asst. Prof. Dr. Sudhabodi Sattabusya Director 7. Mr. Yasuo Tsujihiro Director 8. Mr. Akiyoshi Toba Director 9. Mr. Dhitivute Bulsook Director 10. Mr. Susumu Yamada Director 11. Mr. Tsurusaburo Okamura Director 12. Mr. Masutaka Hosono Director Director Absent Asst. Prof. Dr. Suwimon Keeratipibul Mr. Pongpanu Svetarundra The management were present at the meeting namely, Mr. Arpbul Petcharabul, Mrs. Suphasri Sutanadhan, Mr. Ruj Tantsetthi, Mrs. Siriporn Lawattanatrakul, Mr. Yoshihiro Kaitsuka and Mr. Thongchai Srisook. External auditor attendance from Ernst & Young office Limited was Ms. Rungpeth Thaweerattanasil. Legal advisor and witness in counting votes from S.A.T. Associates Legal and tax were Mr. Thienwit Chaichulee and Ms.Yanat Chantaphong. 7 7

8 Mr. Pong Sarasin, the company s chairman, as the chairman of the meeting and Ms. Napaporn Temeesrisuk, the secretary to the Board as recorder. The Chairman declared the meeting at 10:30 hrs. Ms. Napaporn Temeesrisuk informed the process of voting and vote counting of each agenda to the meeting which could be summarized as follows: 1. Vote counting of each agenda: In case that there is none of disapproving shareholders or abstention, the company will assume that the shareholders approve according to each shareholder s votes to that agenda. 2. For the shareholders disapprove or abstain, please fill the name and surname into the voting card, given by the company and raise the hand in order that the officer can collect, record and deduct from total votes of the shareholders. Then report the summary to the meeting. 3. For voting of 5 th agenda, To consider the election of directors in replacement of the directors who retire by rotation, the company will offer the election of the director individually so that the shareholders can vote the director one by one and vote as same as other agenda. 4. The company will disclose the minutes of meeting to the shareholders through the company website within 14 days after meeting date. Agenda 1: To consider for an approval of the minutes of the 19 th Annual General Meeting of 2012 The chairman presented the minutes of 19 th Annual General Meeting of 2012 held on April 23, 2012 which had been distributed to the shareholders prior to the Meeting No amendment being proposed. The Chairman asked the Meeting to adopt the minutes. The Meeting adopted a resolution to approve the minutes of 19 th Annual General Meeting of 2012 with all votes of shareholders and proxy holders presented at the Meeting as follows: Approved 35,987,592 votes Disapproved 0 vote Abstained 0 vote Agenda 2: To acknowledge the company s operation result for the year 2012 The Chairman informed the meeting that the Board of Directors operation result report was a part of the 2012 Annual Report which had been distributed to the shareholders prior to the Meeting. The Chairman asked for further inquiries of the operation result of year No query being proposed. The Chairman asked the Meeting to adopt the Company s operation result of year The Meeting acknowledged the Company s operation result for the year

9 Agenda 3: To approve Statement of Financial Position and Statement of Income ended December 31, 2012 The Chairman requested the meeting to consider the Annual Financial Statements ending December 31, 2012 comprising of Statement of Financial Position, Statement of Income, Statement of Changes in Shareholders Equity, and Statement of Cash Flow of the company which were certified by the company auditor. The Board of Directors had reviewed and submitted to shareholders for consideration prior to the Meeting. The Chairman asked for further inquiries but no query being proposed. The Chairman asked the Meeting to approve the Statement of Financial Position and Statement of Income ended December 31, The Meeting adopted a resolution to approve the Financial Statements of the fiscal year ending December 31, 2012 with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,993,192 votes Disapproved 0 vote Abstained 300 vote Agenda 4: To consider for the appropriation of profit and the dividend payment from the operation of the Company for the year 2012 The Chairman informed the Meeting that the company s dividend payment policy is to pay not more than 50 percent of net profit and the section 116 of Public limited Company Act B.E.2535 specified the company shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund. As the operation of the Company of 2012, Company s net profit was 289,740,950 Baht and none of accumulated loss remained. In addition, the company s cash flow was sufficient for dividend payment. The Chairman asked the Meeting to consider the dividend payment approval for each ordinary share at the rate of 1.50 baht, for the amount of 78,000,018 Baht and each preferred share at the rate of 3.00 Baht, for the amount of 2,399,964 Baht, in the total amount of 80,399,982 Baht or in the proportion of of net profit. The record date on which the recorded shareholders have the right to receive dividend on March 14, 2013 and collect shareholders name in accordance with section 225 of Securities and Exchange Act B.E by closing the share registration on March 15, 2013 and the dividend will be made payable on May 17, The Chairman asked the Meeting for inquiries but there being no question, then the Chairman proposed the meeting to approve dividend payment from the operation of the Company for the year The Meeting approved the dividend payment from the operation result of the year 2012 as proposed with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,993,292 votes Disapproved 0 votes Abstained 300 votes Agenda 5: To consider for the election of directors in replacement of the directors who retire by rotation The Chairman informed the meeting that in accordance with the Public Limited Company Act and the company s Article of Association stated that the one-third of directors shall vacant their office. If the number of 9

10 directors cannot be exactly divided then the number of retired directors shall be nearest to one-third. At the 20 th General Meeting 2013, there were five directors who retired as follows: 1. Mr. Akiyoshi Toba Executive Director 2. Mr. Satit Chanjavanakul Independent Director 3. Mr. Tsurusaburo Okamura Executive Director 4. Mr. Susumu Yamada Non-Executive Director 5. Mr. Masutaka Hosono Non-Executive Director The Board of Directors had intentionally considered the qualification of each director and it was of opinion that all 5 persons are capable and experienced being beneficial to the company. They also paid good attention to the company and possess entire qualifications of listed company directors. It was considered appropriate to propose for the meeting to re-elect those retired directors to be the company s directors for another term. The Chairman asked the Meeting for inquiries but there being no question, then the Chairman proposed the Meeting to re- elect each individual director of retired directors to be the company s directors for another term. 1. Mr. Akiyoshi Toba Executive Director to be the company s directors for another term with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,992,792 votes Disapproved 0 votes Abstained 800 votes 2. Mr. Satit Chanjavanakul Independent Director to be the Company s directors for another term with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,992,192 votes Disapproved 0 votes Abstained 1,500 votes 3. Mr. Tsurusaburo Okamura Executive Director to be the Company s directors for another term with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,993,192 votes Disapproved 0 votes Abstained 500 votes 4. Mr. Susumu Yamada Non-Executive Director to be the Company s directors for another term with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,993,069 votes Disapproved 0 votes Abstained 800 votes 5. Mr. Masutaka Hosono Non-Executive Director to be the Company s directors for another term with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,993,146 votes Disapproved 0 votes Abstained 800 votes 10

11 Thus, for the year 2013, the Board of Directors comprises of 14 persons as follows: 1. Mr. Pong Sarasin 2. Mr. Hirofumi Miki 3. Mr. Dhep Vongvanich 4. Mrs. Pilai Piemphongsarn 5. Mr. Satit Chanjavanakul 6. Asst. Prof. Dr. Sudhabodi Sattabusya 7. Mr. Yasuo Tsujihiro 8. Mr. Akiyoshi Toba 9. Mr. Dhitivute Bulsook 10. Asst. Prof. Dr. Suwimon Keeratipibul 11. Mr. Pongpanu Svetarundra 12. Mr. Masutaka Hosono 13. Mr. Susumu Yamada 14. Mr. Tsurusaburo Okamura Agenda 6: To approve the Directors remuneration for the year 2013 Mr. Pong Sarasin, the chairman informed the Meeting that the company has got an approval of directors remuneration for an amount of Baht 3,000,000 per year from the Annual General Meeting since The company has reviewed the director s responsibilities and the company performance, which can be compared with other companies listed in the Stock Exchange of Thailand, being in the same industrial and same size of business as the company. It is appropriate to propose adjusting the directors remuneration of 2013 to the Shareholder Meeting for approval from the amount of Baht 3,000,000 to Baht 3,500,000 which consists of: Retainer fee of directors 2,040,000 Baht Attendance fee of directors 1,020,000 Baht Attendance fee of Audit committee 325,000 Baht Reserve for attendance fee 115,000 Baht Total 3,500,000 Baht There being no question or anyone in objection, the Meeting adopted a resolution to approve the Director s remuneration of the year 2013 for an amount of Baht 3,500,000 as proposed with all votes of shareholders and proxy holders presented at the Meeting as the following votes: Approved 35,992,669 votes, Disapproved 0 votes, Abstained 1,300 votes. 11

12 Agenda 7: To appoint the Auditors and approve the Annual Auditors fee for the year 2013 The Chairman informed the Meeting that in order to comply with the Public Company Limited Act, the Annual General Meeting is to consider appointing the Auditors and the Annual Auditors remuneration. In 2013, the Audit Committee had considered and proposed to the Board of Directors to appoint Ernst & Young Office Limited, by Ms. Sumalee Reewarabandith, Certified Public Accountant number 3970 and/or Ms. Pimjai Manitkajohnkit Certified Public Accountant number 4521 and/or Ms. Vissuta Jariyathanakorn, Certified Public Accountant number 3858 as the Company s Auditors, whereby any one of them being authorized to conduct the audit and express opinion in financial statements of the company with the Auditor s remuneration for the year 2013 at the amount of Baht 870,000 decreased from last year 75,000 Baht or 7.9% due to It was of opinion that they qualify under the regulations of the Office of Securities Exchange Commission, and have shown satisfactory performance. The Chairman asked the Meeting for inquiries Ms. Thaniya Techawiphu, the shareholder thanked the Audit Committee for the efficient operation that help to decrease the Auditor s remuneration for the year 2013 with Ernst & Young Office Limited while normal it will be yearly increase. There being no other proposal, the Meeting adopted a resolution to appoint Ernst & Young Office Limited by, Ms. Sumalee Reewarabandith, Certified Public Accountant number 3970 and/or Ms. Pimjai Manitkajohnkit Certified Public Accountant number 4521 and/or Ms. Vissuta Jariyathanakorn, Certified Public Accountant number 3858 as the company s auditors, whereby any one of them being authorized to conduct the audit and express opinion in financial statements of the company with the Auditor s remuneration for the year 2013 at the amount of Baht 870,000 with votes of all shareholders and/or proxy holders presented at the Meeting as the following votes; Approved 35,993,669 votes, Disapproved 0 votes, Abstained 300 votes. Agenda 8: Other business The Chairman asked the Meeting whether there were any questions. Mr.Somprasong Sangsawang, the shareholder asked as follows: 1. Why the company had average 30% depreciation of gross profit almost every year. 2. Why the company increased stock of raw material for year What the company will do with the huge increasing cash as showed in the statement of financial position. 4. According to the competition in year 2012 whether the European Union has been the company competitor in this year 5. Whether the loss from selling machine and equipment around 7 million Baht came from flood crisis. 12

13 Mr. Dhep Vongvanich, Director informed as follows: 1. According to the company has increased the production capacity and improved the machine efficiency continuously, so the company would have stable depreciation while the sales and profit increased from the investment. 2. The company will not speculate the profit for purchasing the raw material due to its high risk from high or low price according to the market situation. The company will consider from the requirement and price of each period. However, the company, sometimes, purchased the raw material which may not match with the sales period, so the report may show increasing stock. 3. According to the investment plan in year , thus, the company had to reserve for this investment and avoid any loan from financial institutions. 4. The EU competitor still remain but the most competitors are from China and Asia, however, the company will have cost reduction and improve the production process as well as launch the new product in order to compete with others. 5. Mrs. Suphasri Sutanadhan, Vice President-Finance and Account informed that the company had bought new building for production capacity expansion, however, this building also contained some equipment which did not use and were sold as scrap reflecting loss around 7 million Baht. Ms. Thaniya Thechviphu, the shareholder commented to the company regarding the dividend payment at of net profit, which was mostly less than the share price and the company dividend policy, however, the shareholder understood that the company has to prepare some reserve for increasing the capacity and requested the increase of dividend payment, if next year, the company gain higher profit. Mr. Pin Dhisayabut, the proxy holder asked why the company increased the investment in Petpack Co.,Ltd. Mr. Dhep Vongvanich, Director informed that right now the competition of beverage cap closure had increased, however, the company also expanded into the ASEAN, so the company had a policy to join with the bottling manufacturer in order to increase the competition ability and prevent the loss of market share. Ms. Thaniya Thechviphu, the shareholder asked, according to the annual report, why the Japanese director did not receive the attendance fee and the retainer fee of directors. Mr. Pong Sarasin, the Chairman informed that the Japanese directors are the representatives from Toyo Seikan Kaisha Limited and Japan Crown Cork Co., Ltd. which are the major shareholders of the company, so they sacrificed the attendance fee and the retainer fee of directors. There being no other matter proposed, the Chairman thanked the shareholders for the precious time given to the meeting. 13

14 The Meeting was adjourned at 11:20 a.m. - signature- - signature- (Mr. Pong Sarasin) Chairman (Ms. NapapornTemeesrisuk) Secretary Translation certified correct (Ms. Napaporn Temeesrisuk) Secretary 14

15 Profile of the person nominated to be director in replacement of those to be retired by rotation as of January 31, 2014 Enclosure 3 Name : Mr. Pong Sarasin Nationality : Thai Date of Birth : July 16, 1927 Age : 87 years Education : Ph.D. (Hon.)in Business Administration, Chulalongkorn University B.S. in B.A., Boston University ; School of Management, U.S.A. Director Training Courses with Thai Institute : None of Directors (IOD) Type of Directors : Non-Executive Director Current Position : Honorary Chairman, ThaiNamthip Limited. Work Experience : Chairman, ThaiNamthip Limited Chairman, Sammakorn Public Company Limited Chairman, Home Product Company Limited Chairman, Rojana Industrial Park Public Company Limited Chairman, Crown Seal Public Company Limited Director, Asian Property Development Public Company Limited Managing Director, ThaiNamthip Limited. Directorship Listed Company Non - listed Company : : 4 Companies - Chairman, Crown Seal Public Company Limited. - Chairman, Shangri-La Hotel Public Company Limited. - Director, Sammakorn Public Company Limited. - Director, Rojana Industrial Park Public Company Limited. 5 Companies - Honorary Chairman, ThaiNamthip Limited. - Chairman, Honda Automobile (Thailand) Company Limited. - Director, Bangkok Can Manufacturing Company Limited. - Director, Bangkok Glass Industry Company Limited. - Director, Home Product Center Company Limited. 15