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Invitation for The Annual General Meeting of 2015

M.C.S. Steel Public Co.,Ltd. ( MCS ) 

On April 1, 2015 at 9.30-12.30 a.m.

The Ballroom No.2-3 Conrad Hotel , Bangkok

Register Time : 8.00-9.15 a.m.

Please bring the registration form with Barcode for register ------------------------------------------------------------------------------------------------------------

70 M.2 Changyai Bangsai Ayutthaya 13290 Tel : 035-372961-5 , Fax : 035-283199,283314

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February 25,2015 Subject : Invitation for The Annual General Meeting of shareholders 2015 To : Shareholders ; Attachment

1. Report of Annual General Meeting of 2014 2. Annual Report 2014 and Financial Report 3. Documents for Agenda 4 ( Dividend ) 4. Documents for Agenda 5 ( Director and Fees ) 5. Documents for Agenda 6 ( Auditors and Fees) 6. Articles of Association 7. Proxy B

The board of director ’ meeting of M.C.S.Steel Public Company Limited ( MCS ) had resolutions to meeting The Annual General Meeting of shareholders 2015 will be held on April 1,2015 at 9.30 a.m. ,at Ballroom No. 2-3 Conrad Hotel , Bangkok, to consider the following agenda :

Agenda 1 To consider and certify the minutes of the Annual General Meeting of shareholder of 2014 on April 4,2014 Opinion of the Board : Recommend the AGM Meeting to approve the minute as outline in the enclosed document. Agenda 2 To acknowledge the company ’ annual report of the operation in 2014

Unit : Baht

Details Consolidated Financial Statements

31-Dec-14 31-Dec-13 Different Total current assets 1,988,192,931 2,461,505,175 (473,312,244)

Total non-current assets 669,587,151 529,241,729 140,345,422

Total current assets 2,657,780,082 2,990,746,904 (332,966,822)

Total liabilities 588,791,454 520,778,295 68,013,159

Total equity 2,068,988,628 2,469,968,609 (400,979,981)

Total liabilities and equity 2,657,780,082 2,990,746,904 (332,966,822)

Opinion of the Board : Recommend the AGM Meeting to acknowledge the Annual Report and the Director ’ Report in 2014.

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Agenda 3 To consider and approve the financial statement for the accounting period ended December 31, 2014.

Unit : Baht

Details Consolidated financial statements

31-Dec-14 31-Dec-13 Different % Total income 1,066,466,344 2,374,879,286 (1,308,412,942) (55.09)

Total expenses 938,959,392 2,015,484,937 (1,076,525,545) (53.41)

Profit for the years 81,063,451 398,717,000 (317,653,549) (79.67)

Profit (loss) 82,024,424 393,105,116 (311,080,692) (79.13) Owners of the Company

Basic earnings per share (Baht)

0.16

0.79

(0.62)

(79.13)

Opinion of the Board : Recommend the AGM Meeting to approve the financial statement for the accounting period ended December 31, 2014.

Agenda 4 To approve the payment dividend of the company

Opinion of the Board : Approve the total dividend payment of year 2014 at 0.20 Baht per share that Derived from profit under BOI privilege : 0.08 Baht per share and Derived from profit under non-BOI privilege : 0.12 Baht per share and the dividend date will be on April 30,2014. The company ’s share register book shall be close on April 9,2014 to identify shareholders with right to receive dividends. The right to receive dividends are also uncertainties to resolution from the Annual General Meeting of shareholders. Agenda 5 To elect Directors for replace those who retire for the year by rotation and their fee. Opinion of the Board : 1. Acknowledgment that Mr.Phairat Viwatborvornwong , Mr.Pornchai

Phisarnanukunkit and Mr.Harkishin Tanwani will retire as director by rotation at the Annual General Meeting of shareholders and submission to re-elect Mr.Phairat Viwatborvornwong , Mr.Pornchai Phisarnanukunkit and Mr.Harkishin Tanwani to be the director for another period.

2. About the remuneration will pay not to exceed 6 Million Baht ( Six Million Baht )

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Agenda 6 To consider and appointment of the auditors and their fee. Opinion of the Board : Agreed to propose to the Annual General Meeting of shareholders 2015 to appoint , Mr. Peeradate Phongsathainsak (Registration number 4752) or Mr. Thanawut Piboonsawat (Registration number 6699) or Ms. Wannisa Ngambaothong (Registration number 6838) , all of Auditors from Dharmniti Auditing Co., Ltd . as the auditor of the company for 2015.The auditor remuneration will pay not to exceed 3,000,000 Baht.

Agenda 7 Other matters, if any.

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Report of the Ordinary Meeting of Shareholders for the Year 2014

M.C.S. Steel Public Company Limited

Held on 4 April 2014

At Ballroom 2-3, Conrad Hotel Bangkok

The secretary of the Board of Director informed the meeting that at the time of 10:10 hours, the ordinary meeting of shareholders for the year 2014 started and there were 216 shareholders presenting to attend the meeting and 70 people authorized by the shareholders to attend the meeting, amounting to the total number 286 participants, covering the total shares of 184,341,960 shares, consisting 36.87 percent of sold shares of the company. This constituted a quorum in accordance with the regulation item 38 of the company. Before the discussion, the chairperson made a welcome remark and assigned Mr. Sompong Methasatidsuk, a director, to introduce the company board of directors and executives, as well as to explain voting procedures to all shareholders. In addition, Miss Kanchlika Sangparinya, the secretary of the board of director, was assigned to conduct a meeting concerning each agenda. Mr. Sompong Methasatidsuk introduced company board of directors and executives as follows:- BOARD OF DIRECTORS 1. Dr. Naiyuan Chi Chairman of the Board and Executive Chairman 2. Mr. Phairat Viwatborvornwong Director and Senior Vice President 3. Mr. Pornchai Phaisarnanukunkit Director and Vice President of Production 4. Mr.Harkishin Tanwani Director 5. Mr.Somyos Chiamchirungkorn Chairman of the Audit Committee 6. Pol.Gen. Watcharapol Prasarnrajkit Audit Committee 7. Mr. Tinakorn Seedasomboon Audit Committee 8. Ms. Kanchlika Sangparinya Secretary to the Board of Directors and Secretary to the Audit Committee AUDITOR Mr. Joompoth Priratanakorn Representative of Auditor for 2013 DIA International Auditing Co., Ltd. LEGAL ADVISORS Mr. Sawai Paramee Paramee Law Co., Ltd. Ms. Kornkanok Panpunnang Legal Officer of the Company

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MANAGEMENT TEAM ATTENDING A MEETING 1. Mr. Hiroaki Ijiri Vice President 2. Mr. Tsuneo Kakuta Assistant to Executive Chairman 3. Mrs. Attaporn Sangparinya Manager, Import-Export cum Purchasing 4. Ms.Tanamonpron Sririchaisuthikorn Manager, Planning 5. Ms.Mattawan Srisakda Manager, Accounting and Finance 6. Ms.Wannee Papungkorn Acting Manager, Internal Audit 7. Mr. Sittikorn Chuekao Manager, Estimate 8. Mr.Nattapong Promthong Manager, Drawing 9. Mr.Prin Saichan Manager, R&D 10. Mr. Sutum Kongorn Manager, Information and Technology 11. Mr.Prateep Teerapong Manager, General Affairs, and Personnel 12. Mr.Tanasan Chaowatanawong Manager, Project Mr. Sompong Methasatidsuk informed of voting procedures regarding each agenda that for voting, if anyone disagreed or waived his/her right to vote for any agenda, he/she may raise his/her hand and express his/her decision in the documents circulated to all participants at the registration. Our staff will collect your vote for conclusion of decision for each agenda by using Barcode system. Number of shares belonging to shareholders/representatives of shareholders shall be deducted from the total voting rights of participating shareholders with voting rights, constituting to the votes for each agenda. Should there be anyone disagrees or expresses no vote, the secretary of the board of directors shall conclude the resolution made for each agenda based on the determined votes made earlier. The staff would then already collected information of resolutions in the database when the shareholder submitted and presented a power of attorney together with voting rights made at the meeting, as well as for shareholders who authorized their voting rights to directors or other representatives as determined in the power of attorney. For Agenda 6 the voting of each individual director and the appointment of another 1 director, the company circulated voting documents individually at the registration by using green paper documents which could be seen more obviously than other agenda. The documents were returned by shareholders/shareholder representatives to the staff to collect votes completely. The remaining would be asked around at the meeting. Next, Miss Kanchlika Sangparinya, the secretary of the board of director, was assigned to conduct a meeting concerning each agenda. Agenda 1 Consideration for the endorsement of the report of the ordinary meeting of shareholders for the year 2013 held on 9 April 2013

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The secretary of the board of director proposed to the meeting to endorse the report of the ordinary meeting of shareholders for the year 2013 held on 9 April 2013 as appeared in the invitation letter in the annex to the consideration of agenda 1, page 5-25, which was sent to the shareholders for consideration prior to this meeting. The secretary of the board of director already inquired whether any shareholders/shareholder representatives would like to question/revise any text provided in the report under this agenda. However, no inquiry from any shareholder/shareholder representative had been raised. The secretary of the board therefore requested all shareholders/shareholder representatives to make a resolution on this matter. MEETING RESOLUTION Endorsed the report of the ordinary meeting of shareholders for the year 2013 as proposed with the majority vote as follows:-

Agreed 183,541,460 Votes Equivalent to 99.566 Disagreed - Votes Equivalent to - Absconded 800,500 Votes Equivalent to 0.434

of the entire voting rights of shareholders participating and possessing voting rights. Agenda 2 Acknowledgement of the annual report and the report of the board of directors of the company for the year 2013 The secretary of the board of director requested the chairperson to report on the progress made in 2013 to shareholders for acknowledgement. The Chairperson informed that since during the previous year the company changed the presentation format of financial statements in accordance with the Thai Financial Reporting Standards (TFRS) which was consistent with the International Financial Reporting Standards (IFRS), including Account Standard Volume 21 (Revised as of 2009) which is one of the regulations of the Office of the Securities and Exchange Commission, determining that the company shall prepare financial statements under the main currency mostly used for its business, and then all values shall be converted back into Thai Baht at the last day of each period in order to present to investors/shareholders. This standard majorly affected the company’s preparation of financial statements because the financial statements were different from financial statements prepared under the original system which was still required to be submitted to the Department of Revenue for current tax payment. Even for the U.S.A. or Japan, this required system was not applied yet as both countries believed that such preparation method of financial statements may not suitable for their countries. As for the dividend payment in 2013, if the shareholders compared it with financial statement proposed to the Stock Exchange, they would understand that the company paid dividends inconsistent with the informed policy, which is at least 50% of net profit. However, when compared it with financial statements submitted to the Department of

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Revenue this year, the company would pay dividend over 100 percent of net profit the company earned. The preparation of financial statements under the new standard resulted in the fact that, during the first quarter, the company submitted financial statements to the Stock Exchange approximately 20 days after the deadline as the numbers shown were extremely different from financial statements submitted to the Department of Revenue. Therefore, the accounting audit was required to re-audit those numbers again. For the previous year, the board of directors and relevant parties spent quite a long time to discuss on the new standard of financial statements preparation, covering over 15 times of financial statements-related meetings, which were more than the previous years. Sometimes, the new standard of financial statements preparation created complication on foreign investment as the company had to request our subsidiaries to prepare financial statements in accordance with the format used in Thailand. This led to higher expenses spent, comparing to investing amount made in those countries. In the previous year, the company performed multiple policies, covering international works which were different from our familiar practices, such as

1) Launch of the Project of Kawazaki which is a power electric event in Japan

2) Showroom Project of BMW in Myanmar 3) Arena Project at Hokkaido 4) Plant renovation project in Bang Sai, within the budget of

approximately 150 million Baht for plant construction and machine expansion.

5) Investment in Posco Dalian Company in China since December which at that time was under joint venture establishment, expected to be able to commence the production by the end of June.

6) Potential project at the American plant at the middle of next year which the client would come visit the plant during the middle of this year.

7) Having new board of directors with expertise to support the company. All directors had taken part in developing the company, as follows:- Directors to be appointed possessed knowledge and skills in terms

of accounting and internal audit, and directors appointed last year possessed knowledge regarding international works. At the end of this month, 2 directors including Mr. Harkishin Tanwani and Mr. Somyos Chiamchirungkorn would participate in Expomin event in Chili in which we had an recruitment agent.

Mr. Sompong Methasathitsuk helped to be responsible for work at our plant in Xiamen, China.

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During the previous year, the Chairperson travelled over 70 times which were planned and during the process of implementation. The company invested in several places but not by shares acquiring, instead by business expansion. This would allow the company to keep its performance over 5 years. However, all steps had to be implemented step by step. We would not perform aggressively. For next year, if the Chairperson could continue his position, he would further inform the meeting on the progresses. However, as informed regularly, if any shareholder found any person qualified to assume this position, the chairperson was willing to resign at any time. The secretary of the board of director asked around whether any shareholders/shareholder representatives had any inquiries on this matter. Inquiry from Mr. Pakpoom Suksomwat, a shareholder, as follows:-

1. Asking about work in the United States of America whether the project had been agreed or not, and the prospective module would be account for how many percent of the total works of the company.

The chairperson clarified that:- 1. Work in the United States of America had not been agreed; yet the client would come to see the plant in June. For Module, if possible, the company would like to pick Posco site as the plant there was appropriate since there was a deep seaport with the capacity up to 30,000 tons. Inquiry from Mr. Tanapol, a shareholder representative, as follows:-

2. According to a work at Posco informed to commence in the second quarter of this year, how was the profit rate? How did the work look like? From which country the client was?

The chairperson clarified that:- 2. The prospective work was from Japan and Korea, as well as a possibility to perform concerning shale gas in the United States of America. In terms of profit, we could not answer now as the work required a competitive auction. If we proposed too expensive quotation, we would not get this work.

3. According to the trend to expand the business to other countries apart from metal structure in Japan, what was the company’s opinion towards the hostess of Japan for Olympic?

The chairperson clarified that:- 3. The company believed that the metal structure work in Japan would be definitely

beneficial as MCS would gain more alternatives. In addition, the company in which we invested in Japan (M.C.S. Steel-Japan) would cooperate with other plants in Japan. If we got more projects in Japan, we would definitely need to have a plant there for repair or partial production which was over MCS’s production capability.

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No further inquiry from any shareholder/shareholder representative, the secretary of the board of director requested shareholders/shareholder representatives to make a resolution. RESOLUTION Acknowledged Agenda 3 Consideration to Approve Balance Sheets and Income Statements of the Company and its Subsidiaries for the Accounting Period Ended as of 31 December 2013 The secretary of the board of director requested Miss Mattawan Srisakda, the Manager of Finance and Accounting, to report the meeting regarding the performance in the previous year. Miss Mattawan requested the meeting to consider details as circulated amongst the shareholders in advance as appeared in the 2013 Annual report from page 46 and so on. In addition, she informed the shareholders on the summary of business performance of the company, as follows:-

Item Consolidated Financial Statements 31 Dec 13 31 Dec 12 Increase(Decrease) %

New Revision Total income 2,449,144,364 2,657,193,156 (208,048,792) (7.83) Expenses 2,026,386,898 2,405,320,795 (378,933,897) (15.75) Gain (Loss) for the year 398,717,000 220,799,313 177,917,687 80.58 Profit of the main company

393,105,116 224,350,372 168,754,744 75.22

Profit per share 0.79 0.45 0.34 75.56 The secretary of the board of director asked around whether any shareholders/shareholder representatives had any inquiries on this matter. There were shareholders/shareholder representatives inquiring as follows:- Inquiry from Ms. Wanida Tanyawut, a shareholder, as follows:- 1. Requesting the company to clarify on the new standard of financial statements preparation to the shareholders in brief. The audit clarified that:- 1. According to the new standard, the company had to prepare financial

statements in the currency used for main costs and incomes, and convert them into Thai Baht to submit to SET. For MCS, the main income and cost was raw materials which were in Japanese Yen. This had to comply with the new standard requirement.

Inquiry from a shareholder as follows:- 2. What was the difference from financial statements conversion decreased for 185.70 million Baht in the cash flow statements on page 10?

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The audit clarified that:-

2. Since that balance was the number used for the revision of financial statements related to cash and cash equivalent which possessed difference in the financial statements equally.

Inquiry from Mr. Pracha Damrongsutthipong, a shareholder, as follows:- 3. Asking whether shareholders had to focus on the financial statements

submitted to SET at 393.11 million Baht of financial statements submitted to the Department of Revenue for tax payment at 100 million Baht for this year performance. If possible, requesting the audit and accounting division of the company to clarify on the financial statements thoroughly and to submit them to SET for the shareholders’ acknowledgment.

The Chairperson clarified that:- 3. The company would like to seek for a knowledgeable person in this area first. This

standard was not totally nonsense. The reason that the U.S.A. and Japan did not apply it to use in their countries as it was not consistent with their system. They therefore continued postponing to comply with it. For Thailand, no one objected to it. Once the law had been enacted, everyone had to follow. For any currencies apart from Japanese Yen, such as USA, there would not be many problems as the currency was considered static. However, Yen in the previous year compared with

the year before had been changed for over 30%. Therefore, the numbers shown were

quite extremely different. As we could see of the company’s assets, it had been changed over every quarters due to the conversion back from Yen to Baht to present to the shareholders. In fact, the value of those assets was not changed. It was just because the value of Yen at the end of each period presented.

Inquiry from Mr. Chanin, a shareholder, as follows:- 4. Regardless profits shown under the new standard financial statements, it was seen that during the previous year the company’s margin decreased to approximately 5%. What was the company’s expectation for profit in 2014?

The Chairperson clarified that:- 4. As most of the company’s incomes came from Yen, the depreciation of Yen against

Baht would result in the performance affecting the decrease in incomes, such as previously the income of 100,000 Yen could be converted into 40,000 Baht but currently the same amount of income could be converted into 30,000 Baht. There was the difference of 10,000 Baht. Therefore, if there was 10,000 Baht of difference for 1 ton and there were 30,000 tons made in a year, the total income would decrease for approximately 300 million Baht annually. For 2014, the profit rate involved the exchange rate as well so it could not be expected. However, the company planned to produce approximately 30,000 tons.

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Inquiry from Mr. Pongpan Nantapreedawat, a shareholder, as follows:- 5. As the company was affected from the change of exchange rate, what was the preventive measures?

The Chairperson clarified that:- 5. As our business continued preventing risk based on nature head, which was selling

in Yen and Buying in Yen for approximately 55% of main raw materials. However, when preparing financial statements, the audit had to cut the balance at the end of

each period, metal products purchased in the previous year and stored in a

warehouse over 6 months would be suffered from the change in exchange rate. Therefore, the financial statements would show losses.

No further inquiry from any shareholder/shareholder representative, the secretary of the board of director requested shareholders/shareholder representatives to make a resolution. RESOLUTION Approved balance sheets and income statements of the company and its subsidiary for the accounting period ended as of 31 December 2013 as proposed. With the majority vote as follows:-

Agreed 173,528,460 Votes Equivalent to 94.134 Disagreed 10,017,000 Votes Equivalent to 5.434 Absconded 796,500 Votes Equivalent to 0.432

of the entire voting rights of shareholders participating and possessing voting rights. Agenda 4 Consideration to Approve Dividend Payment The secretary of the Board of Directors requested the Chairperson to inform the meeting on dividend payment and requested the meeting to look through details provided in supporting documents in the invitation letter, in Annex for agenda 4, page 26, which was sent to all shareholders in advance. The chairperson informed that in 2013, as the company reported on the difference of the change of financial statements presentation, comparing to profits submitted to the Department of Revenue for tax payment, this year the company had the total profit at 96.21 Million Baht. Therefore, the meeting had been requested to pay all dividends from 2013 performance at the rate of 0.20 Baht per share from the part which was not supported for investment (NON-BOI) at 0.12 Baht per share and the part which was supported for investment (NON-BOI) at 0.08 Baht per share, amounting to approximately 104% of the company’s net profit. The company also closed its logs for entitlement to receive dividend on 14 March 2014, as well as the right to attend the Shareholders’ meeting. The dividend had been set to pay on 22 April 2014. The secretary of the board of director asked around whether any shareholders/shareholder representatives had any inquiries on this matter. There were

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no shareholder/shareholder representative inquiring. The secretary of the board of director requested shareholders/shareholder representatives to make a resolution. RESOLUTION Approved to pay dividends from 2013 performance as proposed With the majority vote as follows:-

Agreed 183,545,460 Votes Equivalent to 99.568 Disagreed - Votes Equivalent to - Absconded 796,500 Votes Equivalent to 0.432

of the entire voting rights of shareholders participating and possessing voting rights. Agenda 5 Consideration to Appoint New Directors to Replace Directors Finishing Term, as Well as to Determine Allowance for the Board of Directors of the Company, and to Appoint 1 new Director The secretary of the Board of Directors reported to the meeting that due to the company’s regulations section 4 (Board of Directors) Item 20 determining that at the Ordinary Meeting of Shareholders each time there shall be one third of the total number of directors resigning from the position but if the number could not be divided exactly into one third the number should be rounded up to the closest full number to one third of the directors, the company had 8 directors and this year there were 2 directors which shall not resign at the end of their term, including Dr. Naiyuan Chi and Mr. Sompong Methasatidsuk. At the meeting of the Board of Directors of the company No. 2/2557 on 27 February 2014, the meeting agreed to appoint both directors to assume the same position for 1 more term. The details of their profiles were appeared in Annex to Agenda 5, Page 27-28, circulated amongst shareholders prior to the meeting. For this year, the board of directors also would like to propose 1 new director, Mrs. Sajeerat Methisuwapap, who possessed knowledge in terms of accounting and internal audit, as well as skill to communicate in Chinese fluently, who would be very useful to be appointed as a director to help us on accounting and internal audit, as well as to coordinate with our subsidiaries in China. Regarding the allowance for the Board of Directors, it shall be paid totally up to 6 million Baht per year based on the allocation determined by the Board of Directors as details provided in the Annex to Agenda 5, Page 29. The secretary of the Board of Directors requested Mrs. Sajeerat Methisuwapap to introduce herself to shareholders. The secretary of the board of director asked around whether any shareholders/shareholder representatives had any inquiries on this matter. There were no shareholder/shareholder representative inquiring. The secretary of the board of director requested shareholders/shareholder representatives to make a resolution. RESOLUTION The meeting made the following resolutions. 1. Voted for 2 directors to reassume the position of the company director for another term with the vote as follows:-

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1) Dr. Naiyuan Chi

Agreed 173,695,660 Votes Equivalent to 94.225 Disagreed - Votes Equivalent to - Absconded 10,646,300 Votes Equivalent to 5.775

of the entire voting rights of shareholders participating and possessing voting rights.

2) Mr. Sompong Methasatidsuk Agreed 173,695,660 Votes Equivalent to 94.225 Disagreed - Votes Equivalent to - Absconded 10,646,300 Votes Equivalent to 5.775

of the entire voting rights of shareholders participating and possessing voting rights.

2. The appointment of Mrs. Sajeerat Methisuwapap as a newly director

Agreed 172,003,460 Votes Equivalent to 93.307 Disagreed 10,017,000 Votes Equivalent to 5.434 Absconded 2,321,500 Votes Equivalent to 1.259

of the entire voting rights of shareholders participating and possessing voting rights. 3. Resolution to approve the allowance for the Board of Directors, Auditing

Board, and secretary which had to be paid totally up to 6 million Baht per year based on the allocation determined by the Board of Directors with the following votes.

Agreed 172,488,460 Votes Equivalent to 94.112 Disagreed 10,017,000 Votes Equivalent to 5.434 Absconded 836,500 Votes Equivalent to 0.454

of the entire voting rights of shareholders participating and possessing voting rights. Agenda 6 Consideration of the Appointment of Accounting Audit for 2014 and the Determination of Allowance The secretary of the Board of Directors requested Mr. Somyos Chiamchirungkorn, the Chairperson of Auditing Board to inform the meeting on the appointment of accounting audit for 2014. Mr. Somyos reported that as the former accounting audit refused to submit a quotation for this year due to its HR-related difficulty, the Auditing Board considered to find other accounting audits certified by the Office of the Securities and Exchange Commission and possessing experience on accounting audit of the company located in China. Therefore, the meeting was requested to consider the appointment of Deloitte Touch Tomatsu Chaiyos Co., Ltd. as an accounting audit for the company in

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2014 with the total compensation up to 3,000,000 Baht as details provided in the Annex to Agenda 6, Page 31 in the invitation letter circulated amongst the shareholders prior to this meeting. The meeting had to consider on this matter. The secretary of the board of director asked around whether any shareholders/shareholder representatives had any inquiries on this matter. There were no shareholder/shareholder representative inquiring. The secretary of the board of director requested shareholders/shareholder representatives to make a resolution. RESOLUTION Appointed an accounting audit and the determination of appropriate compensation as proposed With the majority vote as follows:-

Agreed 173,695,660 Votes Equivalent to 94.225 Disagreed 9,849,800 Votes Equivalent to 5.343 Absconded 796,500 Votes Equivalent to 0.432

of the entire voting rights of shareholders participating and possessing voting rights. Agenda 7 Consideration The Secretary of the Board of Director opened the floor for all shareholders to inquire. There were some inquiries made from shareholders as follows:- Inquiry from Mr. Panuwat Wechyanwat, A volunteer to protect the rights of shareholders, as follows:-

1. What were the company’s abstract or concrete anti-corruption policies?

The Chairperson clarified that:- 1. I clarified on this since our company was registered in the stock exchange market

since 8 years ago. For long-term shareholders, the registration in the stock exchange market might not be extremely beneficial; however, the reason to register in the stock exchange market was the public company would allow fairness and transparency as the company would be under the ownership of all shareholders. The principles we had implemented in the company over the time were as follows:-

1. Transparency in work administration and all budget spending of the company could be accountable;

2. Purchasing correspondences required fair purchasing contracts; 3. All checks signed for payment requires signatures from any manager

related to an authorized person.

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Mr. Sompong Methasatidsuk made an additional comment as follows:- The reason that the company proposed to appoint a new director, Mrs. Sajeerat Methisuwapap, was because she possessed knowledge in terms of internal audit. The company recognized the importance on this matter and Mrs. Sajeerat would help us on this matter. Inquiry from a shareholder as follows:- 2. According to the financial statements, the company realized the

accumulated profit at approximately 2,100 million Baht. What would the company deal with this matter?

The Chairperson clarified that:- 2. The amount of money shown was not all in cash but included other things as well.

The company did not have that much in cash. Most of the company’s money would be used for plant improvement each year. For the previous year, we spent 150 million Baht for plant improvement and other investment. Having a huge number of cash on hand would be beneficial in terms of both clients and banks as the company would gain more credibility.

Inquiry from Mr. Lertchai Leelayanakul, a shareholder, as follows:- 3. As attending several shareholder meetings of the company, last time the

company informed that it would like to additionally invest in MCS Xiamen. However, this time the company informed that it sold some shares and would invest in Posco instead. Therefore, he would like to hear more about the company’s direction.

The Chairperson clarified that:- 3. When MCS previously bought additional shares, Huayin had 3 plants. We did not

want to involve in all plants so we chose to invest in Xiamen. The things we developed at the plant in Xiamen were certified with H Grade, meaning ability to produce works to be installed in Japan. MCS forwarded some works to Xiamen and we could gain some profits. However, we could not achieve all MCS’s expectations due to the low production capacity of the Xiamen plant. This resulted in the high cost for small quantity of export and inability to expand the facility in Xiamen. After discussing with Posco in terms of investment, Posco seemed to be more appropriate than Xiamen.

1) Posco had its own port. For MCS plant, own port was important, particularly

for mega project, such as Module; and 2) Investment with Posco would help us on raw material issues as they could

provide them at the better price than other sellers on timely basis. If MCS would like to get works in Kores, Posco could also help us on this as Posco had a good reputation in Korea.

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Inquiry from a shareholder as follows:- 4. Why did Posco want to cooperate with MCS? The Chairperson clarified that:-

4. As Posco was metal company who would like to enter to Japan and they knew that

MCS was the largest international company sending installed works to Japan. Therefore, they were interested in MCS.

Inquiry from Mr. Surachai Ratithong, a shareholder as follows:- 5. Did the company have a direction on succession plan? The Chairperson clarified that:-

5. Since the company had been established, our staff who first served here as junior staff

since the beginning had become a part of the Board of Directors. The company also proposed for the appointment of new directors on a regular basis to strengthen the company’s directors to help drive our works. For me, I did not have enough time to go through all details. However, at this time I tried to build a good guideline for the company to be able to survive. I was sure that the company could continue its performance without my presence.

Inquiry from a shareholder as follows:-

6. In 2014, how many tons the company planned to produce for export? The Chairperson clarified that:- 6. Approximately 30,000 tons for MCS, excluding those from subsidiaries. Inquiry from Mr. Wanchai, a shareholder, as follows:- 7. As the company had no experience regarding Module work, could the company do it? As far as I had known, this was mega project. The Chairperson clarified that:- 7. It was true that the company had never done this kind of work but I believed we

could do it. MCS might take quite a while to learn more about these new tasks. However, MCS was under several preparations to support these future tasks.

Inquiry from Wacharakorn, a shareholder, as follows:- 8. Was it possible for the company to present financial statements in Yen before being converted into the format to be submitted to the Stock Exchange so that shareholders could see the financial statements before being converted into Baht? The secretary clarified that:- 8. Financial statements in Yen were shown the Notes to Financial Statements Item 33.

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As there was no more inquiry, the Secretary of the Board of Directors would like to close the meeting and expressed thank to all shareholders and others for spending time in a meeting. Ended at 11:51 hours.

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( Agenda 4 ) The company ’s dividend policy A policy dividend rate at least 50 per cent of net profit (Separate Financial Statement) after tax and legal reserves, however, companies may make a dividend of less defined above. Depending on financial performance, liquidity needs to be used as working capital for operations expansion. And other factors involved in the management of the company. Opinion of the Committee Appropriate annual dividend in 2014 as 0.20 baht per share or 80.65% of Net Profit after tax according to a dividend policy that Derived from profit under BOI privilege : 0.08 Baht per share and Derived from profit under non-BOI privilege : 0.12 Baht per share and the dividend date will be on April 30,2015. The company ‘s share register book shall be close on April 9,2015 to identify shareholders with right to receive dividends. The dividends are also uncertainties to resolution of the shareholders’ meeting. The Company has paid dividends for the year 2010-2014 results ( Separate Financial ) as described below.

Year Total of Dividend % ( Baht ) Per Share Of Net Profit

2010 0.80 50.17 2011 0.50 51.02 2012 0.18 52.82 2013 0.20 28.25 2014 0.20                    80.65  

*Offer to pay 0.20 baht per share for year 2014.

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( Agenda 5 )

Profiles of directors to re-elect to be director.

(1) Name Mr.Phairat Viwatborvornwong Age 47 Nationality Thai Term as Director 3 Periods Education Bachelor of Civil Engineering Rajamangala Institute of Technology Tewes Certificate of Director Accreditation Program (DAP) Class 70th Year 2008 Experienced President of M.C.S. Steel Public Company Limited Share Holding in MCS 10,000 shares ( At December 30,2014 ) Legal disputes No case in the past 5 years. Meeting in 2013 12/14 of Board meeting 1 of Annual General Shareholders Meeting 2014 Type of director proposed to appoint Director Nominating proposed method Considered by the Board of Directors recommended to re-appoint for 1 term due to his knowledgeable and experienced in structural steel. And he worked with MCS since 1997 (19 Years) . Note Not serve as a director or executives in other activities that might cause conflicts of interest.

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(2) Name Mr.Pornchai Phisarnanukunkit Age 45 Nationality Thai Term as Director 3 Periods Education Master of Business Administration ( Industrial Business Administration ) Bachelor of Industrial Technology in Structures King Mongkuts Institute of Technology North Bangkok Certificate of Director Accreditation Program (DAP) Class 42th Year 2005 Experienced Vice President of M.C.S. Steel Public Company Share Holding in MCS None ( At December 30,2014 ) Legal disputes No case in the past 5 years. Meeting in 2013 12/14 of Board meeting 1 of Annual General Shareholders Meeting 2014 Type of director proposed to appoint Director Nominating proposed method Considered by the Board of Directors recommended to re-appoint for 1 term due to his knowledgeable and experienced in structural steel. And he worked with MCS since 1998 (18 Years). Note Not serve as a director or executives in other activities that might cause conflicts of interest.

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(3) Name Mr.Hakishin Tanwani Age 34 Nationality Thai Term as Director 1 Term ( Appoint since April of 2013 ) Education Bachelor ’s Of Science in Entrepreneurship, Babson College , USA Master ’s Of Science in Investment Management, Cass Business School , London Director Accreditation Program (DAP) Class 145th of 2011 Experienced Managing Director of S. Grand Gems Ltd. Share Holding in MCS 22,600,000 shares ( At December 30,2014 ) Legal disputes No case in the past 5 years. Type of director proposed to appoint Director Nominating proposed method Considered by the Board of Directors recommended to re- appoint for 1 term due to his knowledgeable and experienced in abroad market which will help to expand the company's business in the future. Note Not serve as a director or executives in other activities that might cause conflicts of interest.

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Remuneration Fee For the year 2015 offer to pay in total no more than 6,000,000 baht per year allocated for 2 Parts including ; 1. Monthly remuneration allocated discretion by Board which Chairman of Board and Chairman of the Audit Committee will be paid higher than 25 percent of directors. 2. The meeting allowance 10,000 per time per person (Only the attendees).

Year

Total of Director

Remuneration/ Year

2011 7 7,970,000 2012 7 7,350,000

2013 8 3,000,000

2014 9 6,000,000

2015 9 6,000,000

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( Agenda 6 )

Opinion of the Audit Committee. Due to evaluate the performance of the Auditors and the auditor Fees in the past year. The Audit Committee ’s opinion to recommend to the Board that the General Meeting of Shareholders to Appoint the auditors form Dharmniti Auditing Co., Ltd. which had conducted audits of the company since 2002 until 2011 before the company will shift to the other auditing firms for 3 years (according to specifications. the SEC. Subject to change auditors every 5 years) so prefer to offer

1. Appoint Dharmniti Auditing Co., Ltd . , as followings;

No.

Name C. P. A.

License No. Total (Year ) to be Auditor for MCS

1 Mr.Peeradate Phongsathainsak 4752 2 Years ( 2002-2003) Or 2 Mr.Thanawut Piboonsawat 6699 - Or 3 Ms.Wannisa Ngambaothong 6838 3 Years (2009-2011) Or

All auditors and relevant are not relationships and / or interest between the company / subsidiaries / management / major shareholders.

2. Audit Fee not exceeding 3,000,000 Baht Audit Fees

Description 2014 2015

The Quarterly Financial Statement Review 900,000 1,200,000

Annual Financial Statement Report 1,100,000 1,300,000

Other Fees for BOI 150,000 100,000

Other 510,974 400,000

Total 2,660,974 3,000,000

Addition Expenses 1,750,000

Grand Total (Baht) 4,410,974 3,000,000

Remark : The subsidiary company use other auditors due to the different kind structure of revenues and type of business with M.C.S.

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Evidence to show the right call

Attendees must show the following documents prior to meeting (as the case may). Individual Shareholders. 1. If shareholders attend the meeting themselves. a. Registration form b. Identification card or government official or passport (if a foreigner). 2. If the proxy. a. Registration form b. Proxy that has shipped with a complete full text. c. A copy of identification card or government official or passport (if a foreigner) of the proxy and proxies must be certified copies. A Corporate shareholders. 1. If authorized to sign on behalf of the corporate participants themselves. a. Registration form b. Identification card or government official or passport (if a foreigner). c. Copy of Certificate of Ministry of Commerce certified copy must be signed by the authorized corporate representative. 2. If the proxy. a. Registration form b. A copy of identification card or government official or passport (if a foreigner) of the proxy and proxies must be certified copies. c. A copy of the certificate or copy of certificate of Commerce entity (if a registered foreign entity) to ensure accurate copy.

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Map

The Ballroom No.2-3 at Conrad Hotel , Bangkok

All Seasons Place, 87/3 Wireless, Bangkok, 10330,Thailand TEL: 66-2-690-9999 FAX: 66-2-690-9111

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Form BarcodeNon

Form Barcode

Registration Start 8.00 a.m.

Coffee break card / Vote Form

Close for registration9.15 a.m.

Start Meeting9.30 a.m.

Registration Process

Voting Procedures Regarding each agenda that for voting, if anyone disagreed or waived his/her right to vote for any agenda, he/she may raise his/her hand and express his/her decision in the documents circulated to all participants at the registration. Our staff will collect your vote for conclusion of decision for each agenda by using Barcode system. Number of shares belonging to shareholders/representatives of shareholders shall be deducted from the total voting rights of participating shareholders with voting rights, constituting to the votes for each agenda.