Notice to the Extra-ordinary General Meeting of Shareholders · 2015. 7. 24. · Grand Ballroom I, 3rd Floor Sheraton Grande Sukhumvit, No. 250 Sukhumvit Road, Bangkok 10110 THAILAND,

Notice to the Extra-ordinary General Meeting of Shareholders No. 3/2014

CHUO SENKO (THAILAND) PUBLIC COMPANY LIMITED

Wednesday 17th December 2014

10:00 a.m.

Grand Ballroom I, 3rd Floor Sheraton Grande Sukhumvit

No. 250 Sukhumvit Road Bangkok

THAILAND

Notice to the Extraordinary General Meeting of Shareholders No.3/2014

Chuo Senko (Thailand) Public Company Limited

Ref 028/2014

14th November 2014

Subject: Invitation to the Extraordinary General Meeting of Shareholders No. 3/2014

To: Shareholders of the Company

Appendixs: 1. Copy of the Minutes of the Annual General Meeting of Shareholders for

the year 2014

2. Business Restructuring Plan

3. Draft of Articles of Association of the Company proposed to be revised.

4. Articles of Association of the Company in relation to the shareholders’

meeting

5. Documents and evidence shareholders must present prior to attending the

meeting, procedures for giving proxy, registration and voting in the

shareholders’ meeting

6. Proxy Form as specified by the Department of Business Development,

Ministry of Commerce

7. Map of the meeting location

NOTICE IS HEREBY GIVEN that by the virtue of the resolution of the Board of Directors of

Chuo Senko (Thailand) Public Company Limited (the “Company”), the Extraordinary General

Meeting of Shareholders No. 3/2014 (the “EGM”) will be held on 17th December 2014 at 10.00 hrs. at

Grand Ballroom I, 3rd Floor Sheraton Grande Sukhumvit, No. 250 Sukhumvit Road, Bangkok

10110 THAILAND, to consider the following matters according to the following agenda:

Agenda 1: To consider and adopt the Minutes of the Annual General Meeting of

Shareholders for the Year 2014 held on Wednesday 30th April 2014

Preamble:

The Minutes of the Annual General Meeting of Shareholders for the year 2014,

held on Wednesday 30th April 2014 was completed within 14 days from the date

of such Extraordinary General Meeting of Shareholders and also posted on the

Company’s website (www.chuosenko.co.th). A copy of the same is shown in

Appendix No.1.

http://www.chuosenko.co.th/

2

Board of Directors’ opinion:

The Board of Directors is of the opinion that the Meeting of Shareholders should

consider and adopt the Minutes of the Annual General Meeting of Shareholders

for the year 2014, held on Wednesday 30th April 2014.

Vote:

This matter requires an affirmative resolution of a majority vote of the total

number of votes of the shareholders who attend the meeting and cast their votes.

Agenda 2: To consider and approve the Business Restructuring by transferring partial

business to the subsidiary of the Company

Preamble:

With the purpose to increase the liquidity for the business and investment

expansion of the Company, the Board of Directors is of the opinion that the

Company should transfer part of its business (i.e. advertising agency business,

business of media buying services and total solution advertising production

services) to a subsidiary of the Company. All such assets and liabilities in

connection with and used for such business operations, including all personnel

related thereto, shall be transferred to a subsidiary of the Company, which shall

be newly incorporated for accepting such transfer of business (the “Subsidiary”).

The Company will hold 100% of the total shares of the Subsidiary.

The Business Transfer will be made in compliance with the Royal Decree No.

516 Re: Tax Exemption B.E. 2554 and the Notification of the Director-General of

Revenue Department Re: Rules, procedures and conditions for the partial

business transfer of public limited company or limited company for the purpose of

tax exemption, dated 27th September 2011. The prices of the business so

transferred shall be fair value of the transferred business at the date of transfer.

Based on the financial statements of the Company as at 30th September 2014

(non-consolidated), the business transfer price should be around Baht 15-50

million. The partial business transfer to the subsidiary is planned to commence

and be completed within the fiscal year of 2015.

In this regard, to be in compliance with the Notification of the Director-General of

the Revenue Department Re: Rules, procedures and conditions for the partial

business transfer of public limited company or limited company for the purpose of

tax exemption (Partial Business Transfer: “PBT”) as aforementioned, the

Subsidiary shall have the registered capital of no less than the net asset value so

transferred from the Company.

After the partial business transfer as aforementioned, the Company shall remain

a listed company in the Stock Exchange of Thailand but shall change its business

operations to be a holding company, which will mainly operate the business of

3

investment. Details of the Business Restructuring Plan are shown in Appendix

No.2 enclosed herewith.



consider and approve the business restructuring by transferring partial business

to the subsidiary of the Company, as per the business restructuring plan

aforementioned in order to be in compliance with Section 107(2)(a) of the Public

Limited Companies Act B.E. 2535 (as amended) which specifies that the sale or

transfer of the whole or important part of the business of a company shall be

approved by the meeting of shareholders with a vote of not less than three-fourth

of the total number of votes of shareholders who attend the meeting and have the

right to vote. In addition, the Meeting of Shareholders should consider and

approve the authorization of the Board of Directors and/or the authorized

directors and/or the person(s) entrusted by the Board of Directors and/or the

authorized directors to operate any action in connection with or necessary for the

business restructuring by conducting the PBT to the Subsidiary in all respects

including but not limited to setting-up the Subsidiary for accepting such transfer of

business, subscribing the newly issued shares in the Subsidiary and making

payment for the subscription, negotiating, agreeing, preparing, and signing the

Partial Business Transfer Agreement/Application and/or any other relevant

documents in connection with or necessary for the Business Restructuring by

conducting the PBT including to prepare, sign and submit the

Agreement/Application as well as other documents aforementioned to the

Revenue Department, the Securities and Exchange Commission, the Stock

Exchange of Thailand, Thailand Securities Depository Company Limited, the

Ministry of Commerce and any other relevant department and authorities

including to determine the value of PBT and to appoint any substitute, etc.

Vote:

This matter requires the affirmative votes of not less than three-fourth of the total

number of votes of the shareholders who attend the meeting and are entitled to

vote.

Agenda 3: To consider and approve the appointment of the auditors of the Company

to certify the connection between the Company and the newly incorporated

subsidiary for accepting the transfer of business

Preamble:

In order to comply with the Notification of the Director-General of the Revenue

Department, dated 27th September 2011, Re: Criteria, procedures and conditions

for transfer of certain parts of a public company limited or company limited

4

business between one another for tax exemption, the Company’s auditor who

certifies the financial statement for the period of partial business transfer must be

the person who certifies the business operations and the affiliate status of both

companies.



consider and approve to appoint the auditors of the Company to be authorized to

certify the connection between the Company and the newly incorporated

Subsidiary for accepting the transfer of business, in order to be in compliance

with the Notification of the Director-General of Revenue Department, dated 27th

September 2011, Re: Rules, procedures and conditions for the partial business

transfer of public limited company or limited company for the purpose of tax

exemption.

Vote:

This matter requires an affirmative resolution of a majority vote of the total

number of votes of the shareholders who attend the meeting and cast their votes.

Agenda 4: To consider and approve the amendment of objectives of the Company,

Clause 6 and the amendment to Clause 3 of the Memorandum of

Association of the Company

Preamble:

In order to comply with the law and to be in accordance with the nature of

business operations of the Company after the business restructuring by

transferring the partial business to the Subsidiary, amendment of Clause 6 of the

objectives of the Company, and amendment to Clause 3 of the Memorandum of

Association of the Company must be carried out.



consider and approve the amendment of Clause 6 of the objectives of the

Company, and amendment to Clause 3 of the Memorandum of Association of the

Company by cancelling the current wordings and using new wordings as follows:

Current Wordings

“Clause 6 To become a partner with limited liability in a limited partnership

and a shareholder in a private company.”

5

New Wordings

“Clause 6 To become a partner with limited liability in a limited partnership

and a shareholder in a private company and a public company.”

In addition, the Meeting of Shareholders should consider and approve the

authorization of the Board of Directors and/or the authorized directors and/or the

person(s) entrusted by the Board of Directors and/or the authorized directors to

modify, add and amend the wordings in such objectives of the Company, as

deemed necessary and appropriate, in order to be in compliance with the order

of the public limited company’s registrar for the purpose of registration of the

objectives of the Company with the Department of Business Development,

Ministry of Commerce.

Vote:



vote.

Agenda 5: To consider and approve the amendment of the Articles of Association of

the Company, Article 1, with the addition of Section 7, the Governance and

Administration of the Subsidiaries and Affiliates by adding Article 45/1 and

Article 45/2 and the change of previous Section 7 to be Section 8, in order

to be in accordance with the notification of the Office of the Securities and

Exchange Commission

Preamble:

In order to be in accordance with the notification of the Office of the Securities

and Exchange Commission with regard to the Articles of Association of holding

company, amendment of the Articles of Association of the Company, Article 1,

with the addition of Section 7, the Governance and Administration of the

Subsidiaries and Affiliates by adding Article 45/1 and Article 45/2 and the change

of previous Section 7 to be Section 8, without changing any wording in those

Articles are required. The details of the amendments are provided in Appendix 3

enclosed herewith.



consider and approve the amendment of the Articles of Association of the

Company, Article 1, with the additional Section 7, the Governance and

Administration of the Subsidiaries and Affiliates by adding Article 45/1 and Article

45/2 and the change of the previous Section 7 to be Section 8, in order to be in

accordance with the notification of the Office of the Securities and Exchange

6

Commission with regard to the Articles of Association of holding company as

details are provided in the Appendix No. 3 and the authorization of the Board of

Directors and/or the authorized directors and/or the person(s) entrusted by the

Board of Directors and/or the authorized directors to modify, add and amend the

wordings in such Articles of Association, as deemed necessary and appropriate,

in order to be in compliance with the order of the public limited company’s

registrar for the purpose of registration of the Articles of Association with the

Ministry of Commerce.

Vote:



vote.

Agenda 6: Other business (if any)

The Company has determined the shareholders eligible to attend the Extraordinary General

Meeting of Shareholders No. 3/2014 on 27th November 2014 (Record Date) and the Company

will compile the names of such Shareholders in accordance to Section 225 of the Security and

Exchange Act (as amended) by closing the registration book on 28th November 2014.

All shareholders are cordially invited to attend the meeting at the date, place and time

abovementioned, the Company will have the registration for the right to attend the meeting from

8.00 hrs. Shareholders, who are unable to personally attend the Meeting, please appoint

another person or one of the independent directors of the Company as your proxy. Details are

as follows:

1. Mr. Teetitorn Chullapram Independent Director and Audit Committee Age 56 years

Address: No.622, 18th Floor, Emporium Tower, Sukhumvit Road, Klongton, Klongtoey, Bangkok

Any special interest in the agenda of this EGM: -None-

2. Mr. Gurdaib Singh Independent Director and Audit Committee Age 61 years



3. Mr. Wirash Kanchanapibul Independent Director and Audit Committee Age 62 years



7

The Company does herewith attach the proxy form (Appendix No.6) or you can download from

the Company’s website (www.chuosenko.co.th). Please fill in the details and sign and attach the

relevant evidence and submit to the Company within 15th December 2014. The Company will

facilitate in affixing the stamp duty at the time of registration to attend the Meeting.

Yours sincerely,


By Board of Directors’ order

-Mr. Kiichi Okuyama-

Company Secretary

http://www.chuosenko.co.th/

Appendix 2

Business Restructuring Plan


By the resolution of the Board of Directors Meeting of Chuo Senko (Thailand) Public Company Limited (the “Company” or “CST”) No. 7/2014, which was held on 12th November 2014 (B.E. 2557), the Company approved of business restructuring plan by partial business transfer to Subsidiary and propose to the shareholders meeting for approval, with the details for consideration as follows: 1. Business Restructuring

Under the Business Restructuring Plan, the Company shall transfer partial business of the

Company, which are advertising agency business, business of media buying services and total

solution advertising production services, agreements, assets and liabilities in connection with and

used for such business operation, including all personnel relevant to such business (“Business

Transfer”) to Subsidiary of the Company which shall be newly incorporated as a transferee of such

business (the “Subsidiary”), in which the Company shall hold 100 per cent of the total shares of

the Subsidiary. Such Partial Business Transfer is deemed partially significant business transfer of

the Company pursuant to the Public Company Act B.E. 2535 Clause 107 (2) (Kor) (and its

amendment) and the Company’s Articles of Association Clause 36 (1) regarding the sale or

transfer of the entire or significant part of the business of the Company to other persons, which

requires the shareholders’ approval at least three-fourth of total votes of shareholders attending the

meeting and obtaining voting right. Currently, the Company has not obtained the policy to decrease

the shareholding ratio in such subsidiary within 3 (three) years yet. The Business Transfer shall be

done in compliance with the Royal Decree No. 516 concerning tax exemption and Notification of

the Director-General of Revenue Department re: Rules, Procedures and Conditions for the Partial

Business Transfer of Public Limited Company or Limited Company for the purpose of tax

exemption (PBT) and other relevant notifications (collectively as “Royal Decree 516”). The value of

such Business Transfer shall be the same amount as the [fair value of business at the date of

transfer, which is expected to be at Baht 15-50 million when compared with the Company’s

Financial Position as of 30th September 2014. In addition, the partial business transfer to the

Subsidiary is planned to start and complete within the fiscal year of 2015 (B.E. 2558).

The estimated expenses used in relation to the aforesaid business transfer such as legal and tax advisory fee, registration fee paid to any other governmental agencies concerned, miscellaneous expenses in relation to partial business transfer process shall be approximately at Baht 2 million. After the aforementioned partial business transfer, the Company shall hold the status as listed company in the Stock Exchange of Thailand but changing its business nature to a holding company, operating mainly in the investment in advertising business. 2. Information of the Subsidiary Name: Expected to be “Chuo Senko Advertising (Thailand) Co., Ltd.” (the

“Subsidiary”) Authorized Capital: To comply with the criteria in the Royal Decree 516, the Subsidiary shall

have registered capital of no less than net asset value transferred from the Company at the date of transfer. The Company expected the transfer value

2

to be approximately Baht 15-50 million when compared with the Company’s Financial Position as of 30th September 2014.

Shareholder: The Company holds 100 per cent of the total shares, and to comply with the law concerning number of shareholders, another 2 Executives of the Company shall hold one share each.

Objective: Operates advertising agency business, business of media buying services and total solution advertising production service

3. Diagram showing corporate group Pre- and Post-Business Transfer

Current structure (Pre-Restructuring) as of 30th September 2014 (B.E. 2557) as follows:

Structure Post-Restructuring

3

Abbr. Company Name Investment Value 30th Sep. 2014

(Unit: Baht million)

Shareholding Ratio (%)

Incorporate Country

Nature of Business

CSCON PT Chuo Senko Consultant. 6 100 Indonesia Business management

consulting services CSV Chuo Senko Vietnam Design Services One

Member Co., Ltd. 16 100 Vietnam Production and

advertising services

CSC Chuo Senko (Cambodia) Holding Co., Ltd. 0.2 100 Cambodia Production and advertising services

CSD(ROH) Chuo Senko Dynamics (ROH) Co., Ltd. 25 84 Thailand Regional operating headquarter

RDSS RDSS Co., Ltd.

3 100 Thailand Shop decoration services

DNA Digital DNA Co., Ltd. 1 100 Thailand Online marketing services

WA Wonder Asia Co., Ltd. 3 100 Thailand Marketing and event services

TG Tangram Associates Co., Ltd. 6 60 Thailand Product & Business development

consulting services CSI Chuo Senko Advertising India Private

Limited. 1 46 India Production and

advertising services CSF CSF Limited 2 60 Hong Kong Product & Business

development consulting services

CSM(SIN) Chuo Senko Myanmar Pte Ltd. 8 84 Singapore Production and


AAT Ad-Asia Company Limited (Held by Chuo Senko Dynamics (ROH) Co., Ltd.)

2 24 Thailand Production and advertising services

AAS Ad Asia Advertising (S) Pte Ltd. (Held by Chuo Senko Dynamics (ROH) Co., Ltd.)

9 100 Singapore Production and advertising services

AAM Ad Asia Co., Ltd. (Held by Ad Asia Advertising (S) Pte Ltd.)

2 100 Myanmar Production and advertising services

4

Abbr. Company Name Investment Value 30th Sep. 2014

(Unit: Baht million)

Shareholding Ratio (%)

Incorporate Country

Nature of Business

CL Chilli Advertising Co., Ltd. (Held by Ad Asia Advertising (S) Pte Ltd.)


RB Red Bull Co., Ltd (Held by Ad Asia Advertising (S) Pte Ltd.)


CSM(MYN) Chuo Senko Myanmar Co., Ltd. (Held by Chuo Senko Myanmar Pte Ltd.)


TW Town Page Co., Ltd. (Held by Chuo Senko Myanmar Pte Ltd.)


CSP Chuo Senko Philippines Inc. 0.15 40 Philippines Production and advertising services

CSA Chuo Senko Advertising (Thailand) Co., Ltd.

N/A 100 Thailand Advertising Agency, Production &


Remark: The Newly Incorporated Subsidiary

4. Rationale and reasons for the Restructuring 4.1 To increase liquidity for business expansion and create flexibility in operating new

businesses and creating new opportunities in seeking a business partner who has particular expertise in this area of business.

The business restructuring by an incorporation of new Subsidiary to receive the transfer of partial business of the Company shall increase the liquidity in the operation of business, in particular investment business. Furthermore, the business restructuring in such manner shall also increase flexibility in creating opportunities for the operation of new businesses, for example, it is an opportunity for seeking a business partner or alliance having an expertise in certain field to invest in such business of the Company without having to invest in other area of the Holding Company. This shall help increase the long-term competitiveness and return to the shareholders.

4.2 In terms of investment business post-restructuring, the Company can operate businesses in a riskier manner compared to the present because by being a holding company, it allows the Company to limit the appropriate scope of differing risks and does not affect other core businesses of the Company.

In addition, separation of the investment business and other businesses of the Company is a separation of the financial risks of investment business from others. Moreover, the statements of financial position which are distinctively separated shall make the shareholders and third parties be able to analyze, follow up and evaluate the financial position of the business more effectively.

5 Restructuring process

5.1 Convene an Extraordinary General Shareholders Meeting No. 3/2014 on 17th December 2014 (B.E.2557) to approve business transfer and other relevant measures.

5

5.2 After being approved by the Extraordinary General Shareholders Meeting, the Company shall establish a Subsidiary, expected to be named “Chuo Senko Advertising (Thailand) Co., Ltd.” to receive the transfer of business as mentioned earlier.

5.3 Transfer businesses of the Company, which are advertising agency business, business of media buying services and total solution advertising production services, agreements, assets and liabilities used and/or relevant to the transferred businesses at the fair value at the date of transfer, which is expected to be approximately Baht 15-50 million when compared with the Company’s Financial Position as of 30th September 2014.

5.4 After business restructuring by partial business transfer to newly incorporated Subsidiary according to Item 1, the Company shall become a holding company, which mainly operates investment business.

5.5 Business restructuring by partial business transfer to the Subsidiary is planned to start and complete within the fiscal year of 2015 (B.E. 2558).

6. Governance and Management

After restructuring, the structure of the governance and management structure of the Company shall have the existing committees and governance of the Subsidiary shall be done through the Board and executives of Subsidiary.

In this regard, there shall be a transfer of executives in various chains relevant to the transferred business to the Subsidiary, which shall remain under operation and policy of the Company.

Regarding conflict of interest, the Company shall set up a system that prevents conflict of interest between companies of the corporate group, as the responsible executives that have such conflict shall be separated.

The Articles of Association of the Company and Subsidiary must be in compliance with the rules set by the Capital Market Supervisory Board and the Stock Exchange concerning Articles of Association of Holding Company, in which the Company shall propose the Amendment of the Articles of Association to the Extraordinary General Shareholders Meeting No. 3/2014.

7. Impact of Business Restructuring on Financial Position and Operating Results of the Company and the newly set-up Subsidiary

After business restructuring by partial business transfer, the Company shall hold 100 per cent of the total shares. Therefore, the financial position and operating results in consolidated financial statement of the Company post-restructuring shall not be different from that of pre-restructuring. Partial business transfer according to the Business Restructuring Plan shall not affect the financial position and operating results of the Company in any way.

8. Impact of Business Restructuring on Shareholders of the Company

Since the Company shall hold shares in the newly set-up subsidiary almost entirely (100%) and the consolidated financial position and operating results of the Company post the business restructuring shall be identical to that of the pre-restructuring in all respects, except for expenses, taxes, and fees that may incurred from such restructuring. Therefore, this business restructuring transaction shall have no significant impact to the shareholders of the Company.

Appendix 3 Proposed Amended Articles of Association of the Company

In order to comply with the regulations of the Securities and Exchange Commission concerning the Articles of Association of the Holding Company, the Board of Directors passed a resolution to submit to the Extraordinary General Shareholders’ Meeting No. 3/2014 for approval of an Amendment to the Articles of Association Article 1, an addition of Section 7 concerning the governance and administration of subsidiaries and affiliated companies by adding Article 45/1 and 45/2 and the renaming of Section 7 to be Section 8, with the details as follows: 1. Amending the Articles of Association Article 1 by replacing the original text with the

proposed text as follows: Original text “Article 1 Unless specifically defined otherwise, the terms mentioned in this Articles of Association shall mean as follows: “Company” means Chuo Senko (Thailand) Public Company Limited “Registrar” means registrar according to the Public Company Limited law. “Person” means natural person and juristic person.” Proposed text “Article 1 Unless specifically defined otherwise, the terms mentioned in this Articles of Association shall mean as follows: “Company” means Chuo Senko (Thailand) Public Company Limited “Subsidiary” means, (1) company limited or public company limited over which the Company has control; (2) company limited or public company limited over which the company under (1) has

control; and (3) company limited or public company limited under the chain of control beginning with

that under control of the company under (2). The definition of ‘having control over’ shall be in accordance with the Securities and Exchange law. “Affiliated company” means a company limited or public company limited which the Company has the authority to participate in decision making related to the company’s financial policy and business operations, but has no control over such policy and is not deemed as a subsidiary or joint venture. In case where the business or subsidiary holds shares directly and/or indirectly in an aggregate amount of twenty percent, but not exceeding fifty percent of the total number of the voting rights of such company, it shall be presumed that such business or subsidiary has the authority to take part in the decision making under the first paragraph except where it is proven otherwise. “Person” means natural person or juristic person. “Registrar” means registrar according to the Public Company Limited law.”

2. Inserting Section 7 concerning the governance and administration of subsidiaries and affiliated companies to the Articles of Association by adding Articles 45/1 and 45/2 as follows: Section 7 Governance and Administration of subsidiaries and affiliated companies The objective of this Section of the Articles of Association is to determine the measures and mechanisms, whether directly or indirectly, for the Company to govern and manage the operations of the subsidiaries and affiliated companies, including monitoring the subsidiaries and affiliated companies for compliance with measures and mechanisms as determined as if it were part of the Company under the Company’s policies, the Public Company Limited law, the Civil and Commercial Code, the Securities and Exchange law and other relevant laws, as well as other notifications, regulations, and rules of the Capital

2

Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand. This is to protect the Company’s interests over capital in such subsidiaries and affiliated companies. In case the Articles of Association in this Section requires that a significant transaction or operation, which affects the financial status and overall operations of the subsidiary or affiliated company, have prior approval obtained by the Board of Directors’ meeting or Shareholders’ meeting (as the case may be), the Directors of the Company shall convene a meeting of the Board of Directors and/or Shareholders to approve such matter before such subsidiary and/or affiliated company holds a Board of Directors and/or Shareholders’ meeting of its own for approval and/or before such transaction or operation. In this case, the Company shall disclose the relevant information and comply with all rules, conditions, procedures and means concerning the matter in seeking such approval as stipulated in the Public Company Limited law, the Civil and Commercial Code, the Securities and Exchange law and other relevant laws, as well as other notifications, regulations, and rules of the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand, completely and accurately as applicable (so long as it is not contrary or inconsistent). Article 45/1. Any transaction or operation by a subsidiary and/or an affiliated company in these cases shall be approved by the Board of Directors’ meeting and/or Shareholders’ meeting of the Company (as the case may be):

(1) Matters to be approved by the Board of Directors of the Company:

(a) Appointment or nomination of a person as Director or Executive in a subsidiary and/or affiliated company at least under the proportion of the shares held by the Company in such subsidiary and/or affiliated company, the Director and Executive nominated or appointed by the Company shall, at his/her own discretion, vote in the meeting of the Board of Directors of the subsidiary and/or affiliated company in matters concerning general management and ordinary business operations of the subsidiary and/or affiliated company as the Directors and Executives of the subsidiary and affiliated company deem appropriate for the utmost benefit of the Company, subsidiary and affiliated company, unless the matter is stipulated in Article 45/5 (1) and 45/1 (2), which must be done in accordance with the resolution of the Company’s Board of Directors’ and/or Shareholders’ meeting (as the case may be). The nominated or appointed Director or Executive in the first paragraph shall be the person in the White List (List of Directors and Executives of Issuer Companies), and must be equipped with appropriate qualifications, roles, duties and responsibilities, as well as not having the characteristics of untrustworthiness, as determined by the Notification of Securities and Exchange Commission concerning the Determination of Untrustworthy Characteristics of Company Directors and Executives;

(b) Approval of allocation of annual dividend and/or interim dividend (if any) of the subsidiaries prior to further approval of the Board of Directors’ Meeting and/or Shareholders’ Meeting of the subsidiaries (as the case may be);

(c) Amending of the Articles of Association of the subsidiaries, unless it is an amendment of significant matter according to Article (2)(f);

(d) Approval of the annual budget of the subsidiaries;

3

Transactions under (e) to (m) as specified below are deemed essential transactions and if entered into, shall significantly affect the financial status and overall operations of the subsidiary. Therefore, prior to the subsidiary’s Board of Directors’ meeting, if the Executive Director appointed to the subsidiary is to vote on such matter, prior approval from the Board of Directors must be obtained by applying the criteria stipulated in the Notification of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand concerning the Acquisition and Disposition of Assets and/or Connected Transactions (as the case may be) as applicable. In addition, when calculating the transaction size the subsidiary enters into with the company size following such criteria, it must be subject to approval of the Board of Directors’ meeting, which are the following cases: (e) In case the subsidiary agrees to make a transaction with a person connected

to the subsidiary, or a transaction concerning the acquisition or disposition of assets of the subsidiary;

(f) Transfer or waiver of rights and privileges, as well as waiver of rights of claim over the person inflicting damage on the subsidiary;

(g) Sale or transfer of entire or significant part of the subsidiary’s business to

another person;

(h) Acquisition and accepting the transfer of another company’s business to the subsidiary;

(i) Entering into, amending, or terminating a contract concerning the entire or

significant part of business lease, assigning another person to manage the subsidiary’s business or amalgamating the subsidiary with another person;

(j) Lease or lease out the entire or significant part of business or assets of the

subsidiary;

(k) Loan, lend, grant credit, surety, entering into a legal transaction resulting in greater financial burden to the subsidiary or financial assistance by any means to another person and not being the ordinary business of the subsidiary;

(l) Termination of the subsidiary’s business; and

(m) Other transactions which are not ordinary business transactions of the

subsidiary and are transactions that shall significantly affect the subsidiary.

(2) Matters to be approved by the Shareholders of the Company, by a vote of not less than three-fourths of the total number of Shareholders present at the meeting and entitled to vote before the subsidiary enters into a transaction:

(a) In case a subsidiary agrees to enter into a transaction with a connected person of the subsidiary or a transaction concerning the acquisition or disposition of assets of the subsidiary, apply the criteria stipulated in the Notification of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand concerning the Acquisition and Disposition of Assets and/or Connected Transactions (as the case may be) as applicable. In addition, when calculating the transaction size the

4

subsidiary enters into with the company size following such criteria, it must be subject to approval of the Shareholders’ meeting;

(b) Increase of capital by issuing share capital of the subsidiary and stock grant of the subsidiary, including capital decrease of the subsidiary which is not proportionate to the original shares of the Shareholders, causing the vote proportion of the Company, whether directly and/or indirectly, in any chain of the subsidiary’s Shareholders’ meeting to decrease more than 10 percent of the total vote of such subsidiary or causing the vote proportion of the Company, whether directly and/or indirectly, in any chain of the subsidiary’s Shareholders’ meeting to be less than 50 percent of the total vote of such subsidiary;

(c) Other operations which cause the vote proportion of the Company, whether

directly and/or indirectly, in any chain of the subsidiary’s Shareholders’ meeting to decrease more than 10 percent of the total vote of such subsidiary or causing the vote proportion of the Company, whether directly and/or indirectly, in any chain of the subsidiary’s Shareholders’ meeting to be less than 50 percent of the total vote of such subsidiary for entering into other transactions which are not the ordinary business transactions of the subsidiary;

(d) For termination of the subsidiary, when calculating the subsidiary business

size with the company size, applying the criteria stipulated in the Notification of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand concerning the Acquisition and Disposition of Assets and/or Connected Transactions (as the case may be) as applicable, the size of such transaction must be subject to approval of the Shareholders’ meeting;

(e) Other transactions which are not ordinary business transactions of the

subsidiary and are transactions that shall significantly affect the subsidiary. In addition, when calculating the size of the other transaction which is not the ordinary business transaction of the subsidiary with the company size, applying the criteria stipulated in the Notification of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand concerning the Acquisition and Disposition of Assets and/or Connected Transactions (as the case may be) as applicable, the size of such transaction must be subject to approval of the Company’s Shareholders’ meeting; and

(f) Amendment to the subsidiary’s Articles of Association in matters that shall

significantly affect the financial status and overall operations of the subsidiary, including but not limited to, amendment to the subsidiary’s Articles of Association that shall affect the right of the Company to nominate or appoint any person as Director or Executive in the subsidiary following the proportion of the shares held by the Company in the subsidiary, voting right of Director nominated or appointed in the meeting of the subsidiary’s Shareholders, voting right of the Company in the meeting of the subsidiary’s Shareholders, and/or dividend allocation of the subsidiary, etc.

Article 45/2. Directors of the Company shall be responsible for subsidiaries to have an internal control system, risk management system and anti-corruption system, including determining appropriate, efficient and cautious measures for monitoring the performance of the subsidiaries and affiliated companies that shall ensure that various operations of the

5

subsidiaries and affiliated companies truly comply with Company policies, this Section of the Articles of Association, as well as the law, the Notification of Good Corporate Governance of Listed Companies, other relevant notifications, and regulations and rules of Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand, and to monitor the subsidiaries and/or affiliated companies to disclose connected transaction information and/or acquisition and disposition of asset transactions and/or other significant transactions of the Company and other operations to be in compliance with the rules of governance and management of the subsidiaries and affiliated companies as stipulated in this Section completely and accurately.

3. Replacing the title of the original Section 7 to be Section 8 as follows, the remainder of the text shall remain unchanged: Original “Section 7

Additional Provision”

Replacement “Section 8 Additional Provision”

Appendix 4

1/2

ARTICLES OF ASSOCIATION PARTICULARLY INVOLVED SHAREHOLDERS MEETING

CHUO SENKO (THAILAND) PUBLIC COMPANY LIMITED SECTION 5: SHAREHOLDERS MEETING

29. The Board of Directors must convene the Annual General Meeting of Shareholders

(“AGM”) within four (4) months as from the date ended at the Company’s fiscal year.

Another Shareholder Meeting(s) convened other than the AGM shall be called

Extraordinary General Meeting of Shareholders (“EGM”).

The Board of Directors shall convene an Extraordinary General Meeting of

Shareholders whenever the Board deems appropriate.

The shareholder(s) obtaining the amount of shares not less than one-fifth (1/5) of the

entire disposed shares; or not less than twenty-five (25) shareholders obtaining the

amount of shares not less than one-tenth (1/10) of the entire disposed shares may

submit the petition letter to the Board of Directors for convening the Shareholders

Meeting whenever they require. Nevertheless, the reason(s) of such requirement must

be clearly stated in the said letter. In this case, the Board of Directors must convene

the Shareholders Meeting within one (1) month as from the date received such

petition letter from the shareholder(s).

30. Significant affairs should be done by the Annual General Meeting of Shareholder are

the followings:

(1) To acknowledge the Board of Directors’ report presented on the Company’s

operating performance in the previous year

(2) To approve balance sheets as well as profit and loss statements for the

previous fiscal year

(3) To approve profit allocation and legal reserve appropriation

(4) To elect the director(s) must retire by rotation and determine director

remuneration

(5) To appoint the Company’s auditor(s) and determine the audit fee

(6) Other business (if any)

31. When convene the Shareholders Meeting, the Board of Directors shall prepare a

written notice specify the place, date, time, agenda(s) of the Meeting as well as the

issue(s) proposed to the Meeting together with appropriate details by obviously

indicating that issue(s) proposed for acknowledgement, for approval or for

consideration as the case may be, including with the Board’s opinion(s) on such

issue(s). The said notice must be delivered to the shareholders and the registrar for

their information not less than seven (7) days prior to the Meeting date. Furthermore,

the advertisement of such notice must be published on newspaper for three (3)

consecutive days and must be published not less than three (3) days prior to the

Meeting date as well.

32. The shareholder(s) may grant other person(s) as their proxy holder to attend and

exercise their vote in the Meeting on behalf of the shareholder(s). The proxy must be

done by written form as defined by the registrar; and must be submitted to the

Chairman of the Board of Directors or the person assigned by the Chairman at the

meeting venue prior to the Meeting attendance of the proxy holder.

33. Each Shareholders Meeting, there must be shareholders both in presence and by

proxy attend the Meeting not less than twenty-five (25) persons or not less than one-

half (1/2) of the entire shareholders; and the total shares held by them must be

Appendix 4

2/2

calculated not less than one-third (1/3) of the shares sold out, thus, Such Shareholders

Meeting shall constitute the quorum.

In case it proves that after one (1) hour of the Meeting time, the numbers of

shareholders attend the Meeting not constitute the quorum as defined above; the said

Shareholders Meeting shall be restrained if it is convened by request of shareholders

whereas it must be convened again if it is not convened by request of shareholders.

The Meeting notice to convene shareholders meeting in this case must be delivered to

shareholders not less than seven (7) days prior to the Meeting date. The consequent

Meeting said above is unconditioned that the numbers of shareholders attend must

constitute the quorum.

34. Chairman of the Board of Directors is Chairman of the Shareholders Meeting. In case

Chairman of the Board not presents in the Meeting or disables to perform duty; if

there is any Vice-chairman of the Board, such Vice-chairman shall be Chairman of

the Shareholders Meeting. If there is not, or there is any Vice-chairman of the Board

but not disables to perform duty, shareholders attend the Meeting shall elect anyone of

shareholders among them as Chairman of the Meeting.

35. Chairman of the Shareholder Meeting shall conduct the meeting in compliance with

the laws and the Company’s articles of association involved Shareholders Meeting as

well as proceed to the Meeting in sequence of agendas specified in the Meeting

notice. Unless not less than two-third (2/3) votes of shareholders attend the Meeting

shall resolve to change the sequence of agendas.

36. Unless otherwise prescribed by laws or by these articles of association; the final

judgment or the Meeting’s resolution must be done by majority votes of shareholders

attend the Meeting and exercise their votes. When exercise their votes in the Meeting;

one (1) share shall be deemed one (1) vote. In case of equal votes, the Chairman must

exercise additional one (1) vote as the final judgment.

In this regard as specified in the first paragraph, one (1) share is one (1) vote shall be

not enforced in case the Company issues its preferred shares and defines the

entitlement of shareholders to exercise their votes in another way.

In the following cases, not less than three-fourth (3/4) of the entire votes of

shareholders attend the Meeting and obtain the entitlement to exercise their votes shall

be deemed the final judgment or the Meeting’s resolution:

(1) Disposal or transfer of either entire or partial significant business of the

Company to other person(s);

(2) Acquisition or assignment of other company’s or private company’s business

belongs to the Company own business; (3) Covenant, amendment, or termination of contract(s)/agreement(s) concerning the

lease of either entire or partial significant business of the Company. Delegation

other person(s) to manage the Company’s business, or merging the Company’s

business with other person(s) based on the purpose of profit and loss sharing;

(4) Amendment of the Company’s Memorandum or Articles of Association;

(5) Increase or decrease the Company’s authorized capital; or debenture issuance;

(6) Merging or Liquidation of the Company;

(7) Debt Restructure by new shares issuance for repayment to the creditor(s) under

Securitization Project;

(8) Any other case(s) as prescribed by The Securities and Exchange Laws

Appendix 5

1/2

DOCUMENT(S) & EVIDENCE(S) MUST BE SUBMITTTED PRIOR TO THE MEETING ATTENDANCE

PROXY, REGISTRATION, VOTING PRACTICES FOR THE SHAREHOLDERS MEETING

For convenience in making registration to attend the Shareholders Meeting of Chuo Senko

(Thailand) Public Company Limited, the shareholder(s) and the proxy holder(s) please kindly

carry along the Meeting Notice together with the Proxy Form for submission prior to the

Shareholders Meeting.

1. DOCUMENTS & EVIDENCES MUST BE SUBMITTTED PRIOR TO THE MEETING

ATTENDANCE

COMMON PERSON

1. In Case of Shareholder(s) Attending the Meeting in Presence

Non-expired document(s) issued by governmental agency e.g. identification card,

government officer card, driving license, or passport must be submitted as

evidence(s). In case of name change, either first or last name, or both, the document(s)

as evidence(s) of such change must be submitted as well.

2. In Case of Shareholder(s) Attending the Meeting by Proxy

2.1 The proxy form attached to the Meeting Notice completely filled up and already

signed by the proxy grantor(s) and the proxy holder(s) must be submitted.

2.2 The copy of identification document(s) issued by governmental agency of

shareholder(s) as specified in item 1 and certified true and correct by

shareholder(s) must be submitted.

2.3. Identification document(s) issued by governmental agency of the proxy

holder(s) the same as item 1 must be submitted; and the copy of such

identification document(s) certified true and correct by proxy holder(s) must be

submitted as well. JURISTIC PERSON

1. In Case of Authorized Director(s) of Juristic Person Attending the

Meeting in Presence

1.1 The copy of identification document(s) issued by governmental agency of such

authorized director(s) as specified in item 1 must be submitted.

1.2 The copy of affidavit registered as juristic person

2. Proxy

2.1 The Proxy form as attached to the Notice to Shareholders, completely filled up

and signed by the authorized director(s) of the Shareholder and the proxy.

2.2 Copy of Shareholder’s Letter of Certification certified by the authorized

director(s) showing that such authorized director(s) signing the proxy form has

the authority to act on behalf of the Shareholder.

2.3 Certified true copy of valid evidence of the authorized director(s) signing the

proxy form as specified in Item 1.

2.4 Valid evidence of the Proxy issued by governmental authorities similar to those

of natural person specified in Item 1.

3. For Foreign Investor Appointing Custodian in Thailand

3.1 All evidence similar to those of the Juristic Person as specified in Item 1 and 2.

3.2 In case the Foreign Investor authorizes the Custodian to sign the proxy form on

its behalf, the following documents are required:

1) Power of Attorney by Foreign Investor authorizing the Custodian to

sign the proxy form on its behalf,

2) Letter certifying that the Custodian is permitted to engage in the

custodian business.

Appendix 5

2/2

In case the original documents are not in English, the English translation shall be required

and certified true and correct translation by the Shareholder (in case of natural person) or the

authorized representative(s) of the Shareholder (in case of juristic person).

2. Proxy

The Company has dispatched Proxy Form B, as specified by the Department of Business

Development, Ministry of Commerce, with clear details, to any shareholders unable to attend

the Meeting themselves, in order to appoint other persons or any of the company’s directors,

as proposed, to act as their proxy. There are some details on directors proposed by the

company to be appointed as proxies by shareholders, as shown in the attachment.

Shareholders may specify more than one proxy for greater flexibility, in case any of the

appointed proxies are themselves unable to attend the Meeting in person, so other proxies can

attend the Meeting for them. Shareholders are unable to split their votes among different

proxies in the Meeting. In the voting procedure in each motion, shareholders can vote only

for approval, disapproval or abstention.

3. Meeting Registration

The commencement for registration to attend the Meeting will be 2 hours before the Meeting

or from 8.00 hours onwards, at Grand Ballroom I, 3rd

Floor Sheraton Grande Sukhumvit,

No. 250 Sukhumvit Road, Bangkok 10110 THAILAND. Please refer to the map attached.

4. Voting

1. One share shall be counted one vote and the majority of votes shall be deemed

resolution. In case of an equality of votes, the Chairman shall be entitled to a casting

vote distinguishing from that he has in the capacity of shareholder.

2. Any shareholder who has in a resolution a special interest shall not be entitled to

exercise the right of proxy to vote, and the Chairman may ask him to leave the

meeting temporarily. However, there is no prohibition for the voting for election or

removal of directors.

แบบหนงสอมอบฉนทะ แบบ ข.Proxy (Form B.)

Page 1 of 6

แบบหนงสอมอบฉนทะ แบบ ข. Proxy (Form B.)

(แบบทก ำหนดรำยกำรตำง ๆ ทจะมอบฉนทะทละเอยดชดเจนตำยตว) (Proxy Form containing specific details)

ทำยประกำศกรมพฒนำธรกจกำรคำ เรอง ก ำหนดแบบหนงสอมอบฉนทะ (ฉบบท 5) พ.ศ. 2550

(Ref : Notification of Business Develop Department of Re : Proxy Form (No.5) B.E.2550)

---------------------

เขยนท ...................................................................................... Written at

วนท .............. เดอน ................................ พ.ศ. ....................... Date Month Year

(1) ขำพเจำ ................................................................................................. สญชำต ................................................................ I/We nationality

อยบำนเลขท ........................................... ถนน .................................................................. ต ำบล/แขวง .......................... Address Road Sub-District

อ ำเภอ/เขต ............................................. จงหวด ............................................................... รหสไปรษณย ........................ District Province Postal Code

(2) เปนผถอหนของบรษท ชโอ เซนโก (ประเทศไทย) จ ำกด (มหำชน) (“บรษท”)being a shareholder of Chuo Senko (Thailand) Public Company Limited (“The Company”)

โดยถอหนจ ำนวนทงสนรวม ...................................... หน และออกเสยงลงคะแนนไดเทำกบ ...................................... เสยง ดงน holding the total amount of shares and having the right to vote equal to votes as follows

หนสำมญ ..................................................... หน ออกเสยงลงคะแนนไดเทำกบ ........................................................ เสยง ordinary share shares and having the right to vote equal to votes

หนบรมสทธ ................................................ หน ออกเสยงลงคะแนนไดเทำกบ ....................................................... เสยง preference share shares and having the right to vote equal to votes

(3) ขอมอบฉนทะให Hereby appoint

........................................................................................................................... อำย ....................................... ป age years,

อยบำนเลขท ...............................ถนน ............................................................. ต ำบล/แขวง............................ residing at Road Sub-District

อ ำเภอ/เขต ................................จงหวด ............................................................รหสไปรษณย ......................... หรอ District Province Postal Code or

นำยธตธร จลละพรำหมณ อำย 56 ป Mr. Teetitorn Chullapram age 56 years,

อยบำนเลขท 622 ชน 18 อำคำรเอมโพเรยมทำวเวอร ถนน สขมวท ต ำบล/แขวง คลองตน .

residing at No. 622 18th Floor Emporium Tower Road Sukhumvit Sub-District Klongton

อ ำเภอ/เขต คลองเตย จงหวด กรงเทพฯ รหสไปรษณย 10110 หรอ District Klongtoey Province Bangkok Postal Code 10110 or

นำยเกอเดยบ ซงห อำย 61 ป Mr. Gurdaib Singh s/o Pala Singh age 61 years,



อ ำเภอ/เขต คลองเตย จงหวด กรงเทพฯ รหสไปรษณย 10110 หรอ District Klongtoey Province Bangkok Postal Code 10110 or

(ปดอำกรแสตมป 20 บำท) Duty Stamp 20 Baht

สงทสงมำดวยล ำดบท 6

Attachment No. 6

Page 2 of 6

นำยวรช กำญจนพบลย อำย 62 ป Mr. Wirash Kanchanapibul age 62 years,



อ ำเภอ/เขต คลองเตย จงหวด กรงเทพฯ รหสไปรษณย 10110 .

District Klongtoey Province Bangkok Postal Code 10110

คนหนงคนใดเพยงคนเดยวเปนผแทนของขำพเจำเพอเขำประชมและออกเสยงลงคะแนนแทนขำพเจำในกำรประชมวสำมญผถอหน ครงท 3/2557

Anyone of the above as my/our proxy holder to attend and vote at the Extraordinary General Meeting of Shareholders No. 3/2014

ในวนท 17 ธนวำคม 2557 เวลำ 10 . 00 น. ณ หองแกรนดบอลรม 1 โรงแรมเชอรำตน แกรนด สขมวท เลขท 250

ถนนสขมวท กรงเทพฯ 10110

to be held on 17 December 2014 time 10.00 hrs. at Grand Ballroom I, Sheraton Grande Sukhumvit, No. 250

Sukhumvit Road, Bangkok 10110

หรอทจะพงเลอนไปในวน เวลำ และสถำนทอนดวย or any adjournment at any date, time and place thereof.

(4) ขำพเจำขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขำพเจำในกำรประชมครงน ดงน In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:

(1) วำระท 1 เรอง พจำรณำรบรองรำยงำนกำรประชมสำมญผถอหน ประจ ำป 2557 เมอวนพธท 30

เมษำยน 2557

Agenda Item 1 Subject To consider and adopt the Minutes of the Annual General Meeting of Shareholders

for the Year 2014 held on Wednesday, 30 April 2014

(ก) ใหผรบมอบฉนทะมสทธพจำรณำและลงมตแทนขำพเจำไดทกประกำรตำมทเหนสมควร

(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.

(ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตำมควำมประสงคของขำพเจำ ดงน

(b) To grant my/our proxy to vote at my/our desire as follows:

เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain

วำระท 2 เรอง พจำรณำอนมตกำรปรบโครงสรำงกจกำรโดยกำรโอนกจกำรบำงสวนใหแกบรษทยอย

Agenda Item 2 Subject To consider and approve the Business Restructuring by transferring partial

business to the subsidiary of the Company






วำระท 3 เรอง พจารณาอนมตการแตงตงผสอบบญชของบรษทใหมอ านาจรบรองความเปนบรษทในเครอเดยวกนระหวางบรษทและบรษทยอยทจดตงขนเพอรบโอนกจการบางสวน

Agenda Item 3 Subject To consider and approve the appointment of the auditors of the Company to

certify the connection between the Company and the newly incorporated

subsidiary for accepting the transfer of business






Page 3 of 6

วำระท 4 เรอง พจำรณำอนมตกำรแกไขเพมเตมวตถประสงคของบรษท ขอ 6 และแกไขเปลยนแปลง

หนงสอบรคณหสนธขอ 3 เรองวตถประสงคของบรษท Agenda Item 4 Subject To consider and approve the amendment of objectives of the Company, Clause 6

and the amendment to Clause 3 of the Memorandum of Association of the

Company





เหนดวย ไมเหนดวย งดออกเสยง Approve Disapprove Abstain วำระท 5 เรอง พจำรณำอนมตกำรแกไขเพมเตมขอบงคบของบรษท ขอ 1 และเพมเตมหมวดท 7 กำร

ก ำกบดแลและกำรบรหำรจดกำรบรษทยอยและบรษทรวมโดยเพมเตมขอ 45/1 และขอ

45/2 และแกไขหวขอของหมวดท 7 เดมเปนหมวดท 8 เพอใหสอดคลองกบหลกเกณฑของ

ส ำนกงำนคณะกรรมกำรก ำกบหลกทรพยและตลำดหลกทรพย Agenda Item 5 Subject To consider and approve the amendment of the Articles of Association of the

Company, Article 1, with the addition of Section 7, the Governance and

Administration of the Subsidiaries and Affiliates by adding Article 45/1 and Article

45/2 and the change of previous Section 7 to be Section 8, in order to be in accordance

with the notification of the Office of the Securities and Exchange Commission






วำระท 6 เรอง พจำรณำเรองอนๆ (ถำม)

Agenda Item 6 Subject Other matters (if any).


(a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects




(5) กำรลงคะแนนเสยงของผรบมอบฉนทะในวำระใดทไมเปนไปตำมทระบไวในหนงสอมอบฉนทะน ใหถอวำกำรลงคะแนนเสยงนนไมถกตอง

และไมใชเปนกำรลงคะแนนเสยงของขำพเจำในฐำนะผถอหน Voting of proxy holder in any agenda that is not as specified in this proxy shall be considered as invalid and not my voting

as a shareholder.

(6) ในกรณทขำพเจำไมไดระบควำมประสงคในกำรออกเสยงลงคะแนนในวำระใดไว หรอระบไวไมชดเจนหรอในกรณททประชม

มกำรพจำรณำหรอลงมตในเรองใดนอกเหนอจำกเรองทระบไวขำงตน รวมถงกรณทมกำรแกไขเปลยนแปลงหรอเพมเตมขอเทจจรง

ประกำรใด ใหผรบมอบฉนทะมสทธพจำรณำและลงมตแทนขำพเจำไดทกประกำรตำมทเหนสมควร

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers

or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of

any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กจกำรใดทผรบมอบฉนทะไดกระท ำไปในกำรประชม เวนแตกรณทผรบมอบฉนทะไมออกเสยงตำมทขำพเจำระบในหนงสอมอบฉนทะ

ใหถอเสมอนวำขำพเจำไดกระท ำเองทกประกำร Any act performed by the proxy at said meeting except in case that the proxy does not vote as I specifies in the proxy form shall

be deemed as having been performed by myself/ourselves in all respects.

Page 4 of 6

ลงชอ/Signed ..........................................................ผมอบฉนทะ/Grantor

( .......................................................... )

ลงชอ/Signed ...........................................................ผรบมอบฉนทะ/Proxy

( ......................................................... )


( ......................................................... )


( ......................................................... )

หมำยเหต :

1. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรำยเดยวเปนผเขำประชมและออกเสยงลงคะแนน ไมสำมำรถแบงแยก

จ ำนวนหนใหผรบมอบฉนทะหลำยคนเพอแยกกำรลงคะแนนเสยงได

2. วำระเลอกตงกรรมกำร สำมำรถเลอกตงกรรมกำรทงชดหรอเลอกตงกรรมกำรเปนรำยบคคล

3. ในกรณทมวำระทจะพจำรณำในกำรประชมมำกกวำวำระทระบไวขำงตน ผมอบฉนทะสำมำรถระบเพมเตมไดในใบประจ ำตอแบบ

หนงสอมอบฉนทะแบบ ข. ตำมแนบ

Remarks :

1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split

the number of shares to several proxies for splitting votes.

2. For Agenda appointing directors, the whole nominated candidates or an individual nominee can be appointed.

3. In case there is any further agenda apart from specified above brought into consideration in the Meeting, the proxy holder

may use the Allonge of Proxy Form B. as attached.

ใบประจาตอแบบหนงสอมอบฉนทะ แบบ ข.Allonge of Proxy Form B.

Page 5 of 6

ใบประจ ำตอแบบหนงสอมอบฉนทะแบบ ข. Allonge of Proxy Form B.

การมอบฉนทะในฐานะเปนผถอหนของบรษท ชโอ เซนโก (ประเทศไทย) จ ำกด (มหำชน) (“บรษท”)

The appointment of proxy by the shareholder of Chuo Senko (Thailand) Public Company Limited (“The Company”)

ในกำรประชมวสำมญผถอหน ครงท 3/2557 At the Extraordinary General Meeting of Shareholders No. 3/2014

ในวนท 17 ธนวำคม 2557 เวลำ 10 . 00 น. ณ หองแกรนด บอลรม 1 โรงแรมเชอรำตน แกรนด สขมวท เลขท 250 ถนน

สขมวท กรงเทพฯ 10110

to be held on 17 December 2014 time 10.00 a.m. at Grand Ballroom I, Sheraton Grande Sukhumvit, No. 250

Sukhumvit Road, Bangkok 10110

หรอทจะพงเลอนไปในวนเวลำและสถำนทอน or any adjournment at any date, time and place thereof.

-----------------------------------------

วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject


( a ) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.


( b ) To grant my/our proxy to vote at my/our desire as follows:

เหนดวย ไมเหนดวย งดออกเสยง

Approve Disapprove Abstain

วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







Page 6 of 6

วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







วำระท ........ เรอง ................................................................................................................................

Agenda Item Subject







Dress Code: Courteous Look & No Shorts, No Slippers

Appendix 7