Minutes of the 2013 Annual General Meeting of Shareholders Dhipaya Insurance Public Company Limited

Transcription

1 Minutes of the 2013 Annual General Meeting of Shareholders Dhipaya Insurance Public Company Limited Date : Friday 26 April The Meeting commenced at 14.00h. Venue : Salon B, 2 nd Floor, Swissotel Le Concorde Hotel Chairman of the Meeting : Mr. Somchainuk Engtrakul, Chairman of the Board of Directors Secretary of the Meeting : Mr. Intouch Wongwaiyakhajorn, Company Secretary Participants : 91 shareholders were present in person and 118 Shareholders attended the Meeting by proxy, making the total number of 209 participants representing the total of 192,024,313 shares. This is equivalent to % of all shares. (All shares refer to the total 300,000,000 issued and paid-up shares.) A quorum was therefore constituted in accordance with Clause 40 of the Articles of Association of the Company. Prior to the Meeting Mr. Intouch Wongwaiyakhajorn, Company Secretary, assigned by the Chairman to be the master of ceremonies for the Annual General Meeting of Shareholders, welcomed the shareholders, explained the fire safety procedures of the venue and explained the rules of The Annual General Meeting of Dhipaya Insurance Public Limited Company. The Company Secretary explained further that the Company gave the opportunity for shareholders to propose additional agenda to be included in the agenda of this Meeting and to nominate qualified candidates to be appointed as the directors of the Company. The above information was published through the information system of the Stock Exchange of Thailand on 1 October 2012 and the Company s website: from 1 October to 31 December However, none of the shareholders proposed an agenda or a candidate for the position of director of the Company. On 26 February 2012, the Company made an announcement via the electronic system of the Stock Exchange of Thailand that the Company was to organize the Annual General Meeting of Shareholders and published the invitation letter on the website of the Company since 26 March 2013 so as to comply with the principles of good corporate governance of the Securities and Exchange Commission and the Stock Exchange of Thailand. It was also to strictly comply with the Public Limited Company Act B.E (Section 71) as well as the Articles of Association of the Company (Clause 22).

2 Furthermore, the Company Secretary, assigned by the Chairman, informed the Meeting of the list of the top ten shareholders of the Company as of 18 March 2013 which was the book-closing date for the right to attend the Annual General Meeting of Shareholders and to receive the dividend as follows: No. Name No. of Shares % of all Shares 1. Krung Thai Bank Public Co., Ltd. 41,876, PTT Public Co., Ltd. 40,000, The Government Savings Bank 33,600, Krungthai Panich Insurance Public Co., Ltd. 29,960, GPF Strategic Investment Fund 26,271, ThaiSri Insurance Public Co., Ltd. 14,920, Mr. Prayud Auwatana 9,190, Mr. Sithirajata Dhanarajata 6,212, Miss Supachitra Dhanarajata 5,837, Vayupak Fund 1 by MFC Public Co., Ltd. 5,330, Vayupak Fund 1 by Krung Thai Public Co., Ltd. 5,330, The Company Secretary introduced the Board of Directors of Dhipaya Insurance Plc. The directors as well as the chair persons of the sub-committees, altogether 16 persons were in attendance as follows: 1. Mr. Somchainuk Engtrakul Independent Director, Chairman of the Board of Directors and the Executive Board, presiding as the Chairman of the 2013 Annual General Meeting of Shareholders. 2. Mr. Prasit Damrongchai Independent Director, Deputy Chairman and Chairman of Audit Committee 3. Mr. Sima Simananta Independent Director, Chairman of Nomination, Remuneration and Human Resources Management Committee 4. Mrs. Patcharasiri Kiatkumjai Director, Chairman of Corporate Governance and Risk Management Committee 5. Mrs. Nongnutch Thienpaitoon Chairman of Investment Committee 6. Associate Professor Winai Lumlert Independent Director and Director of Audit Committee 7. General Somchai Dhanarajata Independent Director and Director of Audit committee

3 8. Mrs. Choojira Kongkaeow Director and Executive Director 9. Mrs. Prisana Praharnkhasuk Director and Executive Director 10. Ms. Sopawadee Lertmanaschai Director and Director of Corporate Governance and Risk Management Committee 11. Mr. Worachai Piyasoontrawong Director and Director of Corporate Governance and Risk Management Committee 12. Ms. Nongyao Bhacherat Director and Director of Nomination Remuneration and Human Resources Management Committee 13. Mrs. Pankanitta Boonkrong Director and Director of Nomination Remuneration and Human Resources Management Committee 14. Mrs. Jaree Wuthisanti Director and Director of Nomination Remuneration and Human Resources Management Committee 15. Mr. Marut Simasathien Director and Director of Investment Committee 16. Mr. Somporn Suebthawilkul Managing Director, Executive Director, Director of Corporate Governance and Risk Management Committee and Director of Investment Committee And Mr. Intouch Wongwaiyakhajorn, Company Secretary, acting as the Secretary of the Meeting. The Company Secretary introduced the top financial executive of the Company, Mrs. Nuanlaor Kittipitak, Assistant Managing Director of Accounting, Finance and Investment as well as the representative from DIA International Auditing Co.,Ltd., Mrs. Suvimol Krittayakrian, the auditor license no participating in this Meeting and also welcomed the representatives from the Thai Investment Promotion Association and the officers from the Securities Exchanges of Thailand who attended the meeting as observers. In addition, the Company Secretary introduced the three representatives from the Legal State and Consultant Co., Ltd to attend the Meeting, namely, 1. Mr. Bumneth Kummeewong 2. Mr. Thanadech Aukaranithipath 3. Ms. Vilawan Thanapatpisut

4 The above three representatives acted as observers and would produce an observation report to be published on the website of the Company after the Meeting in order to ensure the shareholders that the elements of the Meeting i.e. the document verification, the registration at the Meeting venue, the counting of shareholders and proxies to constitute a quorum as well as the counting of votes to pass the resolution of the Meeting of shareholders were done in a transparent manner and complied with the laws and the Articles of Association of the Company and complied with the principles of good corporate governance. namely, The Company Secretary then introduced the Company s employees who were assigned to count the votes, 1. Miss Kanyanat Punnapanant 2. Miss Aphaphan Tawarorit 3. Miss Pimpaktra Mungtunya 4. Miss Jerawan Rojana-anontpong In order to ensure that the vote counting was correct and transparent, the Company Secretary asked the shareholders to volunteer to act as mediators to verify the voting process in case of any disputes. The two shareholders volunteering to act as mediators were: 1. Mr. Veerapol Noonparn Proxy of Shareholder 2. Miss Supaporn Cham Proxy of Shareholder The Company Secretary thanked the above volunteers and stated that the record date to determine the list of shareholders who were entitled to attend the Meeting and to receive the dividend was 15 March 2013 and the bookclosing date to compile the list of shareholders according to Clause 225 of the Securities and Exchange Act B.E was 18 March There were a total of 1,791 shareholders who were entitled to attend the Meeting and receive the dividend from the total of 300,000,000 issued and paid-up shares. In this Meeting, 91 shareholders, accounted for 9,339,603 shares, and 118 proxies, accounted for 182,684,710 shares, attended the Meeting. In total, there were 209 participants attending the Meeting, representing 192,024,313 shares or equivalent to percent of all the issued and paid-up shares, all of whom were entitled to vote. In accordance with section 103 of the Public Companies Act B.E and Clause 40 of the Articles of Association specified that in order to constitute a quorum of the Meeting, the Meeting must be attended by no less than 25 shareholders or proxies or no less than half of all the shareholders and the combined number of shares must not be less than one-third of all the issued and paid-up shares. As a result, the number of shareholders attending the Meeting as well as the number of shares above constituted the quorum in accordance with the Articles of Association of the Company. The Company Secretary invited Mr. Somchainuk Engtrakul, Chairman of the Board of Directors who presided as Chairman of the 2013 Annual General Meeting of Shareholders, to deliver an opening speech to the Meeting.

5 The Meeting was commenced. Mr. Somchainuk Engtrakul, presiding as Chairman of the 2013 Annual General Meeting of Shareholders thanked the shareholders and proxies who dedicated their time to attend the 2013 Annual General Meeting of Shareholders today. The Company Secretary explained the voting process in each agenda. The resolution of this Annual General Meeting of Shareholders consisted of the followings: Agenda 1 and Agenda 2 were for acknowledgement with no resolutions passed. Agenda 3, Agenda 4, Agenda 5 and Agenda 7 must be resolved by the majority of all the votes of shareholders who attended the Meeting and were entitled to vote in accordance with Clause 42 of the Articles of Association. Agenda 6 must be approved by the votes of no less than two-third of all the votes of shareholders attending the Meeting in accordance with Section 90 of the Public Companies Act. The Chairman asked the Meeting to endorse the voting procedure as presented by the Company Secretary. None of the shareholders had any objections or disagreed with the voting and vote counting procedures. The Chairman then conducted the Meeting according to the agenda which were sent to the shareholders together with the Meeting invitation letter. The Meeting comprised 8 agendas as follows: Agenda 1 To acknowledge the minutes of the 2012 Annual General Meeting of Shareholders held on Friday 20 th April 2012 The Chairman informed the Meeting that the Board of Directors had considered the minutes of the 2012 Annual General Meeting of Shareholders held on 20 April The copy of the minutes was sent to all shareholders prior to the Meeting together with the invitation letter of the 2013 Annual General Meeting of Shareholders. It was also published on the Company s website: since 4 May 2012 to allow shareholders to suggest or to amend the significant issue of the minutes within 30 days from the date of the publication. None of the shareholders requested to amend such meeting minutes. Also, the Company had already delivered the copy of the Meeting minutes to the Stock Exchange of Thailand as well as the Department of Business Development, Ministry of Commerce as required by law. The Chairman gave the opportunity for the shareholders to ask questions and express their opinions but none of them ask any questions or express any opinions, therefore, the Chairman asked the Meeting to acknowledge the minutes of the 2012 Annual General Meeting of Shareholders. Resolution The Meeting acknowledged the minutes of the 2012 Annual General Meeting of Shareholders which was held on 20 April 2012.

6 Agenda 2 To acknowledge the result of the operation of the Company in the year 2012 and the report of the Board of Directors The Chairman assigned Mr. Somporn Suebthawilkul (Managing Director) to report the details. Mr. Somporn reported the result of the operation of the Company in the year 2012 that the gross premium income of the Company was 21, million THB, representing 45.11% increase, which could be categorized as follows: Fire Insurance 1, million THB, representing 71.90% increase, equivalent to 8.31 percent of the total premium Marine Insurance million THB, representing 41.45% increase, equivalent to 1.84 percent Motor Insurance 4, million THB, representing 60.13% increase, equivalent to percent Personal Accident Insurance 6, million THB, representing 40.87% increase, equivalent to percent Miscellaneous Insurance 8, million THB, representing 36.54% increase, equivalent to percent The net profit of the Company was million THB and the earing per share was 0.88 THB. The assets were worth 54, million THB and the shareholders equity was 3, million THB. The details are as shown in the annual report sent to the shareholders. Due to the severe flooding which adversely affected the business of the Company in 2012, the performance of the Company did not meet the target. The comparison of the scenarios of the business with and without the flooding is as follows: Value % Increase (Decrease) Increase (Decrease) Net Profit With Flood Without Flood 1, The Chairman allowed the shareholders to ask questions and express their opinions. There were questions and comments from shareholders which were answered by directors and management team. Mr. Thanat Techalert (shareholder) asked that from the severe flooding in 2011, was the operation of the Company still affected in 2013? Mr. Somporn Suebthawilkul (Managing Director) explained that the claims from the severe flooding was almost paid out and its looks likely there should be no further report of claims in the 4 th quarter of 2013.

7 There were no further questions or comments from other shareholders, therefore, the Chairman proposed that the Meeting acknowledged the result of the operation of the Company in the year 2012 and the report of the Board of Directors. Resolution The Meeting acknowledged the result of the operation of the Company in the year 2012 and the report of the Board of Directors on the result of the operation of the Company as of 31 December 2012 as proposed. Agenda 3 To consider and approve the financial statements as of 31 December 2012 The Chairman assigned Mr. Somporn Suebthawilkul (Managing Director) to report the details in this agenda. Mr. Somporn Suebthawilkul reported to the Meeting that the Company financial statements was presented in details that the Company had produced the balance sheet and the profit/loss account for the accounting period as of 31 December 2012 which was checked and approved by the auditors of the Company. The Audit Committee and the Board of Directors had considered and agreed that it was correct and complete and met the requirements of the generally accepted accounting principles. The details were as appeared in pages of the Annual Report which was sent to the shareholders in advance together with the Meeting invitation letter. The turnover of the Company in the year 2012 were as follows: Assets 54, million THB Liabilities 51, million THB Shareholders Equity 3, million THB Written Premiums 21, million THB Net Profit million THB Earning per Share 0.88 THB The Chairman gave the opportunity for the shareholders to ask questions and express their opinions. No comments or questions from the Meeting. The Company Secretary informed the Meeting that there were 3 of the proxy holders who abstained in the Proxy Form A on this agenda and have already left the Meeting. The Chairman thus asked the Meeting whether any shareholders wished to vote against or abstain from voting in this agenda. None of the shareholders voted against or abstained from voting. The Chairman then made a conclusion on the agenda. Resolution The Meeting considered and unanimously resolved to approve the financial statements as of 31 December 2012 with the following votes:

8 Resolution Votes (1 share = 1 vote) Percentage of the number of shares represented and exercised the right to vote 1. For 214,570, Against Abstentions 8, Agenda 4 To consider and approve the allocation of profits from the operation in the year 2012 and the dividend payment The Chairman explained the profit allocation and dividend payment to the Meeting that the Company had announced the policy to pay the dividend at a rate of not less than 50% of the net profit and in the financial year of the Company as of 31 December 2012, the Company had the net profit of 264,630, million THB and the retained earnings being carried forward of 1,547,693, million THB. The combined amount of 1,812,324, million THB was the profit to be allocated. The Board of Directors had considered and agreed to allocate the profit and pay the dividend as follows: 1. To allocate 13,231, million THB as a reserved fund. 2. To pay the dividend from the performance in the year 2012 to shareholders at the rate of 0.50 THB, totaling 150,000,000 THB or equivalent to percent of the net profit. The record date to determine the list of shareholders who were entitled to receive the dividend was scheduled on 18 March The dividend was scheduled to be paid on 10 May After the allocation of the profit, the balance of the retained earnings was 1,649,092, THB. The Chairman gave the opportunity for the shareholders to ask questions and express their opinions. There were some of the shareholders who asked questions and expressed their opinions as follows: Ms. Aucharee Sutathep (proxy from the Government Savings Bank) asked that from the 2012 dividend payment was percent of the net profit which was lower than the previous year and the year before. She would like to know how the Company consider and allocate profit and dividend payment. Mr. Somporn Suebthawilkul (Managing Director) explained that the Board of Directors realized that the Company shall pay the dividend on the maximum basis. Unfortunately, the Company performance has been largely increased lately, therefore, the Company considered to keep the CAR ratio in the proper required rate by OIC. As a result, the Company could not allocate any more dividends at this time. Mr. Thanat Techalert (shareholder) asked how much does the Company has to maintain to the required CAR ratio and how do the OIC rules apply and when will the abatement end.

9 Mr. Somporn Suebthawilkul explained that the OIC set the CAR ratio in the percentage of not less than 140%. In order to expand the Company business, the Company maintains the CAR ratio above its required rate which is 160% as of now. On the other hand, the Company still incurred the unpaid claims from the flooding in Mr. Supoj Earchailertkul (Thai Investors Association) offered an opinion that the Company should consider other dividend payment method such as stock dividend for the future investment. The Chairman thanked for the opinions. The Company Secretary informed the Meeting that there were 3 of the proxy holders abstained from voting in the Proxy Form A on this agenda and have already left the Meeting. The Chairman asked whether any shareholders wished to vote against or abstain from voting in this agenda. None of the shareholders voted against or abstained from voting. The Chairman then made a conclusion on the agenda. Resolution The Meeting considered and unanimously resolved to approve the allocation of profit from the operation in the year 2012 and the dividend payment with the following votes: Resolution Votes (1 share = 1 vote) Percentage of the number of shares represented and exercised the right to vote 1. For 214,570, Against Abstentions 8, Note On this agenda, there was one more shareholder attending during the Meeting, representing 302 shares. At the moment, there were the total of 232 shareholders and proxies attending the Meeting, representing 214,578,965 shares. Agenda 5 To consider the election of the directors in replacement of those who were to retire by rotation Mr. Prasit Damrongchai (Deputy Chairman) acted as the Chairman of the Meeting because of the Chairman was the stakeholder to this agenda and assigned the Company Secretary to explain the details of this agenda. The Company Secretary explained the details to the Meeting that Clause 22 of the Articles of Association of the Company specified that one-third of the directors must retire from the Board by rotation at each Annual General Meeting of Shareholders. In the 2013 Annual General Meeting of Shareholders, there were five directors, two of them are independent directors, who were due to retire by rotation, namely:

10 (1) Mr. Somchainuk Engtrakul Chairman of the Board of Director and Independent Director (2) Mrs. Jaree Wuthisanti Director (3) Mrs. Choojira Kongkaeow Director (4) Ms. Sopawadee Lertmanaschai Director (5) Associate Professor Winai Lumlert Independent Director The Company had given the opportunity for minor shareholders to nominate suitable candidates to be considered as a director of the Company by publishing the information on the information system of the Stock Exchange of Thailand as well as the Company s website between 1 October and 31 December However, none of the shareholders nominated any qualified candidates to the Company. The Board of Directors, excluding the nominated directors, had considered the suggestions of the Nomination, Remuneration and Human Resources Management Committee, excluding the member of the Committee who were nominated, had opined that the former directors who were to retire by rotation were qualified in accordance with the Public Companies Act B.E. 2535, as well as knowledgeable and capable and were equipped with the business experiences relating to the operation of the Company. They would be able to further develop the Company in the future. Therefore, it was proposed that the Meeting re-elected the five directors who retired by rotation. To comply with the good corporate governance, the Company Secretary asked the shareholders to cast a vote to elect the directors on an individual basis. The shareholders should mark the voting ballots to vote for, vote against or abstain from voting and return the ballots to the Company for the counting. The Company Secretary asked the shareholders to vote for each member by the following order: 1. Considering re-election of three directors who retired by rotation to take up another term namely,mrs. Jaree Wuthisanti, Mrs. Choojira Kongkaeow, Ms. Sopawadee Lertmanaschai. 2. Considering re-election of one independent director who retired by rotation to take up another term namely, Mr. Somchainuk Engtrakul. 3. Electing one independent director to replace for the vacant seat. Therefore, the Board of Directors agreed to nominate the candidate namely, Mrs. Aurairat Boonarkard who was knowledgeable and experienced and was the vice president from the Government Savings Bank, Director and Executive Board of the Dhipaya Insurance Plc. The documents were sent to the shareholders along with the invitation letter. The Chairman gave the opportunity for the shareholders to ask questions and express their opinions. One of the shareholders asked questions and expressed his opinions. Mr. Supoj Earchailertkul (Thai Investors Association) offered an opinion that the Meeting shall vote in the same manner as other agendas by allowing the shareholders who only want to vote against or abstain to mark the voting ballots and return the ballots to the Company. This voting method meets with the international standard and complies with the Corporate Governance principle.

11 The Company Secretary informed the Meeting that three of the proxy holders abstained in the Proxy Form A on this agenda and have already left the Meeting. None of the shareholders asked further questions or expressed their opinions, therefore, the Chairman then made a conclusion on the agenda. Resolution The Meeting considered and resolved to re-elect the three directors who retired by rotation, namely, Mrs. Jaree Wuthisanti, Mrs. Choojira Kongkaeow and Ms. Sopawadee Lertmanaschai to take up the position of the directors of the Company for another term and to elect Mr. Somchainuk Engtrakul, to take up the position of independent director as well as to elect Mrs. Urairat Boonakas, to take up the position of independent director, as detailed in the following table of votes: No. Name 1 Mrs. Jaree Wuthisanti 2 Mrs. Choojira Kongkaeow 3 Ms. Sopawadee Lertmanaschai 4 Mr. Somchainuk Engtrakul 5 Mrs. Urairat Boonakas For (Vote) (Percentage) Against (Vote) (Percentage) Abstentions (Vote) (Percentage) 240,193, , ,543, , ,544, , ,543, , ,543, , , Note On this agenda, there were 2 more shareholders attending during the Meeting, representing 1,250,500 shares and 10 more grantees under proxy attending the meeting, representing 25,043,150 shares. At the moment, there were the total of 244 shareholders and proxies attending the Meeting, representing 240,872,615 shares. Agenda 6 To consider and approve the remuneration for directors The Chairman assigned Mr. Sima Simananta, Chairman of the Nomination, Remuneration and Human Resources Management Committee to explain the details to the Meeting. Mr. Sima Simananta reported that the Nomination, Remuneration and Human Resources Management Committee had carefully considered the remuneration for directors basing on the appropriateness and the roles and

12 responsibilities of directors as well as the comparison with the non-life insurance industry. The existing remuneration was approved by the Annual General Meeting of Shareholders on 22 April 2011 and had been effective until the Annual General Meeting of Shareholders would decide otherwise. For the year 2013, the Nomination, Remuneration and Human Resources Management Committee considered and proposed to the Meeting of the remuneration amounts equivalent to the amounts in the previous years with the following details: Board of Directors Chairman : 45,000 THB per month Vice Chairman : 27,000 THB per month Director : 22,000 THB per month Executive Committee Chairman : 40,000 THB per month Director : 20,000 THB per month Subcommittees appointed by the Board of Directors Chairman : 22,000 THB per month Director : 15,000 THB per month Subcommittees comprised: (1) Nomination, Remuneration and Human Resources Management Committee (2) Audit Committee (3) Investment Committee (4) Corporate Governance and Risk Management Committee The Meeting of the Board of Directors passed the unanimous resolution not to be rewarded with any annual bonus for this year due to the severe flooding in 2011 and the Company are still in the period of habilitation all through year The Chairman gave the opportunity for the shareholders to ask questions and express their opinions. None of the shareholders asked any questions or expressed their opinions. The Company Secretary informed the Meeting that three of the proxy holders abstained in the Proxy Form A on this agenda and have already left the Meeting. The Chairman thus asked the Meeting whether any shareholders wished to vote against or abstain from voting in this agenda. None of the shareholders voted against or abstained from voting. The Chairman then made a conclusion on the agenda.

13 Resolution The Meeting considered and resolved to approve the remuneration and reward for directors as proposed with two-third of all the votes of shareholders attending the Meeting as follows: Resolution Votes (1 share = 1 vote) Percentage of the number of shares represented and exercised the right to vote 1. For 240,864, Against Abstentions 8, Agenda 7 To appoint the auditors and consider the auditors fee for the year 2012 The Chairman assigned Mr. Prasit Damrongchai, Chairman of the Audit Committee to explain the details. Mr. Prasit Damrongchai explained to the Meeting that in accordance with Section 120 of the Public Company act B.E and the Articles of Association of the Company, the Annual General Meeting of the shareholders shall consider and appoint the auditor and approve the remuneration to the auditor for an annual audit. He further reported that based on the opinions of the Audit Committee, the Board of Directors considered to appoint one of the auditors from DIA International Auditing Co., Ltd to be legal and authorized to sign the audit report, namely as follows: 1. Mrs. Suwimol Krittayakian with the auditor number 2982 and/or 2. Mrs. Wilairat Rojanakarin with the auditor number 3104 and/or 3. Mr. Wisut Petchpanitchakul with the auditor number 7309 The auditing fee for the year 2013 would be 2,300,000- THB (Two Million and Three Hundred Thousand Baht Only) which comprised the auditing fee of 1,700,000.- THB (One Million and Seven Hundred Thousand Baht Only), the system efficiency evaluation fee of 200,000.- THB (Two Hundred Thousand Baht Only) and the fee for inspection and approval of capital fund maintenance for 2 nd quarter and annual fund of 400,000 THB(Four Hundred Thousand Baht Only) The increased audit fee of 200,000 THB or 9.52% was for the increasing in workload and complexity of the Company business. In 2013, the new accounting standard has been applied and new lists of regulation from OIC may result in time consuming of the auditors. Mr. Prasit Damrongchai explained to the Meeting that DIA International Auditing Co., Ltd and assigned auditors for the Company have no relationship and interest whatsoever with the Company, Management team, Major Shareholders and others which affect the independent of auditor performance. Given that, one of the auditors would be authorized to audit and sign the audit report. The Chairman gave the opportunity for the shareholders to ask questions and express their opinions. There were some of the shareholders asked questions and expressed their opinions.

14 Ms. Aucharee Sutathep (proxy from Government Savings Bank) asked that the information on the presentation indicated that the year of auditors showed none for those 3 auditors. She questioned that the first 2 of the auditors were the Company auditors for last year. Mrs. Nuanlaor Kittipitak (Assistant Managing Director in Finance, Accounting and Investment) explained that the first 2 of the mentioned auditors were the Company auditors from last year but were not the authorized persons to sign on the audit report. The signed auditor was Ms. Jintana Pholhirunrat who retired by rotation according to OIC regulations. Mr. Somporn Suebthawilkul (Managing Director) explained further that in practice for the auditing company to offer three of the auditors to elect from and one of the auditors would only sign the audit report. Mr. Supoj Earchailertkul (Thai Investors Association) asked that the reason why the Company auditing fee was increased by 200,000 THB and suggested that the Management team prepare the 5 years comparison chart of the auditing free for the next Annual General Meeting. Mr. Prasit Damrongchai (Chairman of the Audit Committee) explained that the increased in auditing fee was the result of the rapid growth of the Company business lately and the new accounting standard enforced by the OIC was dramatically changed resulting in the increase of workload to the auditors. As the opinion given earlier, Mr. Prasit Damrongchai explained the 5 years comparison on the auditing fee as follows: The auditing fee for the year 2007 was 1,150,000- THB The auditing fee for the year 2008 was 950,000- THB The auditing fee for the year 2009 was 1,150,000- THB The auditing fee for the year 2010 was 1,200,000- THB The auditing fee for the year 2011 was 1,700,000- THB The auditing fee for the year 2012 was 2,100,000- THB Mr. Somporn Suebthawilkul explained further that three year ago, the OIC enforced the insurance companies to be audited in addition to the company operations and financial statements for 2 nd and 4 th quarters, resulting in an increase of 100,000 THB.. The Company Secretary informed the Meeting that there were three of the proxy holders who abstained in this agenda in Proxy Form A and have already left the Meeting. The Chairman asked whether any shareholders wished to vote against or abstain from voting in this agenda. None of the shareholders voted against or abstained from voting. The Chairman then requested for vote counting. After the counting was done, the Chairman made a conclusion on the agenda.

15 Resolution The Meeting considered and resolved to approve the appointment of the auditors and the auditors fee for the year 2013 with the majority of votes as follows: Resolution Votes ( 1 share = 1 vote) Percentage of the number of shares represented and exercised the right to vote 1. For 240,864, Against Abstentions 8, Agenda 8 Any other business (if any) The Chairman informed the Meeting that there was no other business to be proposed for the Meeting to approve in this agenda and no resolution would be passed. The Chairman assigned Mr. Somporn Suebthawilkul (Managing Director) to explain to the meeting for the company capital acquisition. Mr. Somporn Suebthawilkul reported that the Board decided to increase the Company s fund at the yearend of 2012 according to the Office of Insurance Commission s regulation which the insurance companies have to provide CAR ratio and the figuration of the asset backed securities (ABS). At that time, the grace period of the great flood was terminated. The Company had been consulting with the Office of Insurance Commission many times to extend the grace period. However, the Office of Insurance Commission insisted on denying the request. As a consequence, the Company s CAR ratio s rate would be under average of the Commission s standard. The Board, having reconsidered the reasons and necessity, therefore, approved the increase of the fund. In addition, according to the transitory provision in the Insurance Act, Article 9, relating directly to the main stakeholders of the Company, it is regulated that the stakeholders of the insurance companies must possess Thai nationality. It was extended to include shareholders of the insurance companies must comprise minority stockholders of no less than 50 %. If literally interpreted, it might cause some practical problems since the main stakeholders of the Company, for example, PTT Public Company Limited (PTT), the Government Savings Bank, and the Government Pension Fund (Strategic Investment) were owned by the Thai Government in excess of 50%. The Company asked for the collaboration with the Thai General Insurance Association to consult with the Office of Insurance Commission to extend the period of CAR ratio s calculation and reinterpret the shareholders qualification. The Company was not able to implement the plan in time; therefore, the letter was handed to the office of Council of State of Thailand, pleading for the interpretation of the shareholders qualification. The office of Council of State of Thailand decided that the qualifications of PTT Public Company Limited (PTT), the Government Savings Bank, and the Government Pension Fund (Strategic Investment) were not against to the Insurance Act. Meanwhile, the Office of Insurance

16 Commission granted the resolution to extend the grace period of CAR ratio for a year. In this case, the Company had no necessity to increase the capital fund. The Chairman explained that, in the Annual General Shareholders Meeting 2011, the Company evaluated the damage from the great flood which was around 600 million THB. The Board of Directors the Company informed the shareholders that there was no necessary to increase its capital. But later on in 2012, the Company was informed of the damage from Thai Reinsurance Public Company limited which was 700 million THB more than previously evaluated and it had not been postponed by the Office of Insurance Commission. The Company thus planned to increase the capital fund last year. The Chairman then asked Mr. Somporn to explain about the maintenance of the Company s CAR ratio. Mr. Somporn explained that, according to the Office of Insurance Commission s regulation, before the great flood, CAR ratio for the insurance companies was 125% and their CAR ratio of the Company was higher than 300% throughout. But after the great flood, as the Office of Insurance Commission drafted the new version of the fund regulation that the insurance companies shall reserve their own the Retention and also those of their Insurers, so we have to reserve the back-up fund much more than usual. The Company s CAR ratio in the second quarter of 2011 was much decreased and dropped to 173%. The Office of Insurance Commission then aimed to increase CAR ratio to 140 or 150%. So if the Office of Insurance Commission had not postpone the deadline after the great flood, CAR ratio of the Company would be lower than 150% and the Company would not be able to expand its businesses. The Board of Directors of the Company therefor deemed it necessary to increase its capital fund. Since the Company paid the damages from the great flood, the Company s CAR ratio progressively increased. It was expected that the Company would have paid all the damages for all the cases of the great flood and its CAR ratio would increase to 216.3% by the end of But if the Office of Insurance Commission had cancelled all the measures to postpone the deadline and used the old calculation method, CAR ratio would be at 204% which is the ordinary rate. In that case, there is no necessity to increase the fund, unless there happened to be a big project for the Company which the Board of Directors might consider it necessary to increase its capital fund. The Chairman permitted the Shareholders to ask further questions or give comments which can be summarized as follows; Mr. Supot Euachailerdsakun (Thai Investors Association) said that this issue was questioned by a great number of general shareholders. According to the reasons explained by the management, the Association viewed that it was the technical problem. If there had been the Mega Project, the issue to increase the fund would have been accepted. In addition, the management section informed in the Shareholders general meeting 2012 that the headquarter building would be relocated in June 2013 instead of March There were several questions eg. How large is the area of the new building and whether it is enough for expanding the future business, what should be done with the old building, how the Depreciation was estimated and the measure for helping the employees,

17 especially those who live near the old building, and what would be Dhipaya Life Insurance Public Company Limited s future plan. The Chairman explained that the Board of Directors would increase the fund only if necessary, so there is no plan for this issue at this moment. For the new headquarter building, it would be relocated by the third quarter of 2013 and Dhipaya Life Insurance Public Company Limited would rent the old building afterwards but it would leave some areas for customer services. For the new building, there are 25 floors. Floor 1st 10th would be reserved for car parking and 11th-25th would be used for operation the businesses with the total area of 29,000 sq.m. and 9,000 sq.m. Would be allocated to other companies in connection with insurance businesses. The committee for the preparation of relocating was already nominated and it is expected to run this process without effecting the Company business. The calculation of the depreciation would be normal for the real estate. In case of some employees living near the old building, the Company would offer the shuttle bus from the old to the new building. Mr. Supot Euachailerdsakun (Thai Investors Association) also questioned about the process and the future operational plan of Dhipaya Life Insurance Public Company Limited Mr. Somporn explained that the Company had purchased the shares from Siam Life Insurance Company Limited where there were 95 employees, with 80 million THB per year for the insurance premium. We had two months left for closing the insurance premium in 2011 with the gross premium of 150 million THB and 1,476 million THB in For year 2013, we aimed to acquire the insurance premium at 5,000 million THB. We expected that the growth of the business would be at least 15% per year and Dhipaya Life Insurance Public Company Limited is expected to be listed in the Stock Exchange within 4 years after the Company took over the shares; that is, in Mr. Thanat Techalerd (shareholder) questioned if there was any plan for the insurance of new products. If there was not any statistic at report showing the damages, how would the Company solve the risk management issues and establishing its method of underwriting. Mr. Somporn explained that the Company divided the strategy into 2 parts as following (1) a shot term event underwriting such as the transportation for pandas. There was no any statistical report showing the damages for this case before the underwriting process. The Company would contact foreign insurers with expertise in this field and ask them to offer the estimated term and negotiate about the risks of underwriting. Meanwhile, the Company would share the excess with other insurances companies and (2) For the Product with good statistical report, there should not be any problem in this type of underwriting but the Company would still allocate the appropriate insurance in order to decrease the risk of underwriting as much as possible. Mr. Thanat Techalerd (shareholder) questioned whether there is any possibility for the Company to be the leading insurance company and in which year the goal is expected to be accomplished according to the Company s vision.

18 Mr. Somporn explained that at present the general insurance business in Thailand generated gross written premium amounted to 200,000 Million THB of which 65% is the motor insurance. Foreign analysts viewed that the proportion of motor insurance was largely inflated due to the other types of insurance have not grown as expected. A good insurance company should have the motor insurance proportion not exceeding 30-40%. Consequently, the Company s policy was determined to maintain the proportion in this level in order to avoid the undesirable effect on the shareholders profit management as well as the other types of insurance management. Although the Office of Insurance Commission has determined that the motor insurance must have the low rate of the Car Ratio, in reality, however, the motor insurance incurred the highest Loss Ratio compared to the other types of insurance. In the past two years, the insurance premium of the Company has doubled. At present, the Viriyah Insurance Company Limited has the motor insurance totaling 97% of all premium proportion. Dhipaya Insurance has the motor insurance around 23-24%. In recent years, the growth of the motor insurance grossly increased due to the government's first-car tax-rebate scheme but the growth rate will decrease this year and other types of insurance will increase more instead. If we viewed from other perspectives, it could be found that we possess the excellent customer-service standards and also incurred gross written premium in the non-motor insurance sector as top among all insurers in Thailand. If the Company wants to reach the leading position among general insurance companies, it would not be too difficult but would probably take two years to reach the goal. Mr.Thanat Techalerd (shareholder) also inquired how the Company planned to increase the business growth in the next 2-3 years and how would it be different from the past two years. Mr.Somporn explained that the operational plan to increase the growth rate of our Company in the next 2 years is definitely different from the past two years when the growth rate was a breakthrough and the average was continuously higher than the Industry Average. In 2013 and 2014, the Company set the goal for growth rate at 16% which is higher than the Industry Ratio. The Company would eliminate the more risky factors so that the acquired businesses would be achieved with desirable quality. Mr. Sanchai Udomratchatawanich (shareholder) inquired whether the last year profit was derived as the benefit from the investment, according to the Company s report showing that if there was not any great expense for the great flood last year, the profit would be 1, million THB. If so, he would like to know what type of investment incurred this kind of profit, where it came from, and whether it could be expected to maintain. Mr. Somporn explained that the Company s profit from the investment in 2012 was averaged at 5.89%. Mrs. Nongnooch Tienpaitoon (Chairman of investment Committee) explained further that, in 2012, the Company s profit from the investment was about 800 million THB. If the cost was deducted, the total profit was about 400 million THB which has increased from The Company would invest carefully and the assets ratio was

19 quite stable. The deposit and the bond were a part of the investment which guaranteed a stable income with a part of the investment in the Stock Exchange of Thailand (SET). Mr. Sanchai Udomratchatawanich (the shareholder) questioned whether the greater amount of the profit last year came from trading of equities. If so, the Company s profit from the investment would depend on the Stock Exchange. Mrs. Nongnooch explained that the Company s investment in the past produced a profit larger than the Stock Market average. In addition, the deposit and the Fixed Income produced a higher standard in the rate of return, according to the report of Benchmark. So the Company realized that it was necessary to find the strategy to maximize the rate of return from the investment as well as maintaining a good standard of risk management. Mr. Somporn also explained that, in 2011, the profit from the investment was million THB and there was million THB in These increasing amounts in the last 2 years derived from selling the shares in the long-term port, thus the Company ran the company managed to maintain the desirable standard of investment. For the net income from the investment, in 2011, the Company obtained 424 million THB in the interest and million THB in the dividend yield. It was confirmed that they were the acquired safe asset which was called Safe Haven ; and the Company obtained million THB from the profit from the investment in the Stock Exchange in 2011 and million THB in Nobody raised further questions so the Chairman thanked the shareholders for attending and closed the Meeting. The Meeting adjourned at Chairman of the Board (Mr. Somchainuk Engtrakul) Chairman of the Meeting Company Secretary (Mr. Intouch Wongwaiyakhajorn) Secretary of the Meeting