THAI NAM PLASTIC PUBLIC COMPANY LIMITED 47-2559_English_201604… · 2) Miss Piyatida Mangkornkarn, Director 3) Mr. Kritasorn Mangkornkarn, Executive Director Board of Directors’

THAI NAM PLASTIC PUBLIC COMPANY LIMITED

Contents of Invitation to the Annual General Meeting of Shareholders No. 47/2016Of Thai Nam Plastic Public Company Limited

Pages

Invitation to the Annual General Meeting of Shareholders No. 47/2016 1 – 7

Annex 1 Copy of Minutes of the Annual General Meeting of

Shareholders No. 46/2015 held on 24th April 2015

8 - 18

Annex 2 Annual Report of the Year 2015 in CD-ROM Attachment

Annex 3 Name List of Directors and Biography of Directors to be

appointed to replace those directors who retired by rotation

19 – 21

Annex 4 Information on Remuneration of Directors 22

Annex 5 Name List of auditors and Auditing Fee 23

Annex 6 Preliminary Details of the Warrants to purchase the ordinary

shares of the Company

24-27

Annex 7 Capital Increase Form 28-30

Annex 8 Proxy Form 31-34

Annex 9 The Articles of Association of the Company related to the

agenda in the Annual General Meeting of Shareholders

35-36

Annex 10 Map of the Annual General Meeting of Shareholders Place 37

TNPC 010/2016

28th March 2016Subject : Invitation to the Annual General Meeting of Shareholders No. 47/2016

To : The Shareholders

There shall be the Annual General Meeting of Shareholders No. 47/2016 of Thai Nam PlasticPublic Company Limited on Friday, 29th April 2016 at 14.00 hours at Thonburi Ballroom,Millennium Hilton Bangkok Hotel, located at 123 Charoennakorn Road, Klongsan, Bangkok 10600to consider the following agendas:1. To certify the Minutes of the Annual General Meeting of Shareholders No. 46/2015 held on 24th

April 2015.Facts and Reasons: The Company held the Annual General Meeting of Shareholders No.46/2015 on 24th April 2015, and the minutes of the meeting has been recorded and submittedto the Stock Exchange of Thailand and the Ministry of Commerce within the timeframeprescribed by laws. It was also disclosed in the Company’s website, details of which areshown in Annex 1.Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting ofshareholders to certify the minutes of the Annual General Meeting of Shareholders No.46/2015 on 24th April 2015.Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

2. To acknowledge the Company’s annual report and the Board of Directors report relating tothe 2015 operating results.Facts and Reasons: The performance of the year 2015, as required by the Company’s Articleof Association, Article 57, is shown in the 2015 Annual Report and the Summary of theFinancial Information per Annex 2.Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting ofshareholders to report the performance of the year 2015 to the Annual General Meeting ofShareholders for its acknowledgement.Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

3. To consider and approve the Financial Statements for the year ended on 31st December 2015,which have been audited by the auditor.Facts and Reasons: According to the Section 112 of the Public Limited Companies Act B.E.2535 and the Company’s Article of Association, Article 74, stipulated that the Board ofDirectors shall arrange for preparation of the Financial Statements as of the end of theaccounting period of the Company, and shall submit them to the Shareholders at the AnnualGeneral Meeting of Shareholders to consider approving the Financial Statements for the yearended on 31st December 2015 as shown in the 2015 Annual Report and the Summary of theFinancial Information, which have been considered by the Audit Committee and audited bythe Auditor. The details are shown in the 2015 Annual Report and the Summary of theFinancial Information are Annex 2.

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Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting ofshareholders to approve the Financial Statements for the year ended on 31st December 2015which have been considered by the Audit Committee and audited by the Auditor.Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

4. To consider and approve the appropriation of profit from 2015 operating results and dividend payment.

Facts and Reasons: In the year 2015, the Company had net loss of Baht 10,529,144.63 and the unappropriated retained earning of Baht 403,711,467.78 and proposed to (i) No legal reserve appropriation because the Company recorded a net loss of Baht 10,529,144.63 and(ii) to pay cash dividend at the rate of Baht 0.03 per share, amount of Baht 9,585,493.23The record date for the names of shareholders who have rights to receive dividend scheduled to be on 12th May 2016 and the register book closing date for collecting shareholders' name under the Section 225 of the Securities and Exchange Act B.E.2535 scheduled to be on 13th

May 2016. The dividend payment shall be made on 27th May 2016.Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting of shareholders to approve no legal reserve appropriation because the Company recorded a net loss of Baht 10,529,144.63 and approve to pay cash dividend payment at the rate of Baht 0.03 per share from the unappropriated retained earnings which was subject to corporate income tax of 30 percent, amount of Baht 9,585,493.23Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

5. To consider and approve the election of directors to replace the directors who retire by rotation.Facts and Reasons: According to the Company’s Article of Association, Article 31, stipulated that one-third of the directors shall retire by rotation at each the Annual General Meeting of Shareholders. The Directors who have to retire by rotation this year are1) Mr. Peesak Prapaiporn, Independent Director and Member of the Audit Committee2) Miss Piyatida Mangkornkarn, Director3) Mr. Kritasorn Mangkornkarn, Executive DirectorBoard of Directors’ opinion: The Board of Directors has considered the qualifications, knowledge and competency experience to propose the meeting of shareholders for the consideration and re-elect the director for another term as follows:1) Mr. Peesak Prapaiporn, Independent Director and Member of the Audit Committee2) Miss Piyatida Mangkornkarn, Director3) Mr. Kritasorn Mangkornkarn, Executive DirectorThe above nominated persons possess qualification as required by the Securities and Exchange Act. B.E. 2535 and Notifications of the Securities and Exchange Commission. The biography of the nominated person for consideration and election to be director in replace of those who retired by rotation is shown in Annex 3.Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

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6. To consider and approve to define the remuneration of directors for the year 2016.Facts and Reasons: In accordance with the Company’s Article of Association, Article 29, itdefines that the directors have rights to receive remuneration from the Company in form ofgratuity, attendance fee, reward, bonus or other forms of remuneration according to theCompany’s regulation or consideration of shareholders’ meeting which it may be defined asthe exact amount or it may be set as rule occasionally or to be effective continually until thereis any change later. Moreover, the directors will receive the allowance and various welfaresaccording to the Company’s regulation.Board of Directors’ Opinion: The Board of Directors see as appropriates to propose to theshareholders’ meeting to consider about determination for the Board of Directors’remuneration of year 2016 to be proper with scope of duty and responsibilities. The detailsare shown in Annex 4.

Remuneration Remuneration Rate - Non-Executive Director 20,000.- Baht / person / month - Chairman of Audit Committee 20,000.- Baht / month - Member of Audit Committee 10,000.- Baht / person / month

Resolution: This matter shall be passed by the affirmative resolution of vote of not less thantwo-thirds of the total number of votes of shareholders who attend the meeting.

7. To consider and approve the appointment of auditors and determination the auditing fee forthe year 2016.Facts and Reasons: According to the Public Company Act B.E. 2535 and the Company’s Article of Association, Article 58 - 59, stipulated that the Annual General Meeting of Shareholders shall appoint auditor and fix the auditing fee, the Audit Committee has considered the appointment of 3 auditors, and fixing the auditing fee for the year 2016 and proposed to the Board of Directors to appoint Mr. Thanawut Piboonsawat or Miss Sulalit Ardsawang or Miss Wannisa Ngambuathong of Dharmniti Auditing Co.,Ltd. as the Company’s auditor for the year 2016, considering that they are qualified under the regulation of the Office of Securities Exchange Commission and have reputable working experience recognized byvarious parties. The auditing fees for the year 2016 of Baht 880,000.- (Baht Eighty-eight hundred thousand only) which is the same previous year.Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting ofshareholders to appoint Mr. Thanawut Piboonsawat or Miss Sulalit Ardsawang or MissWannisa Ngambuathong of Dharmniti Auditing Co.,Ltd. as the Company’s auditor and fix theauditing fee for the year 2016 of Baht 880,000.- (Baht Eighty-eight hundred thousand only).The details are shown in Annex 5.Resolution: This matter shall be passed by the affirmative resolution of a majority vote of thetotal number of votes of shareholders who attend the meeting and cast their votes.

8. To consider and approve the decrease of the Company’s registered capital by eliminating the registered ordinary shares remaining from the previous allocation of ordinary shares for reserve the stock dividend payment and amendment of the Company’s Memorandum of Association No. 4. in order to be consistent with the decrease of the Company’s registered capital.

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Facts and Reasons: The Company had registered capital of Baht 319,526,925 divide into 319,526,925 shares with par value of Baht 1 per share and paid up registered capital 319,516,441 shares. There are ordinary shares remaining from the allocation of ordinary shares to reserve for stock dividend of 10,484 shares, The Company has to decrease its registered capital by eliminating such registered ordinary shares. After the capital decrease is approved, amendment of the Company's memorandum of Association No. 4 in order to be consistent with the capital decrease shall be registered with the Ministry of Commerce as follow:

Clause 4. Registered Capital of Baht 319,516,441 (Baht Three hundred nineteen million five hundred sixteen thousand and four hundred forty-one)

Divided into 319,516,441 shares (Shares Three hundred nineteen million five hundred sixteen thousand and four hundred forty-one)

With a par value of Baht 1 (Baht One)Categorized intoOrdinary shares 319,516,441 shares (Shares Three hundred nineteen

million five hundred sixteen thousand and four hundred forty-one)

Preferred shares -none- (-none-)Board of Directors’ Opinion: The Board of Directors resolved to propose the meeting of shareholders to approve the registered capital decrease by eliminating the ordinary shares remaining from the allocation of ordinary shares to reserve for stock dividend of 10,484 shares with par value of Baht 1 per share and amend the Company's memorandum of Association No. 4 in order to be consistent with the capital decrease.Resolution: This matter shall be passed by the affirmative resolution of vote of not less thanthree-fourth of the total number of votes of shareholders who attend the meeting and cast theirvotes.

9. To consider and approve the issuance of warrants for rights to buying ordinary shares of the Company No. 1 (TNPC-W1) to existing shareholders proportionately according to shareholding ratio.Facts and Reasons: In order for the better stability and liquidity of the Company as well asinvesting in the subsidiary company for the expansion of customer base and also to increasethe competitiveness in the future, therefore, the Company wants to issue warrants for rights tobuying ordinary shares of the Company No. 1 (TNPC-W1) by allotting to existing shareholdersaccording to ratio of shareholding as for 6 existing ordinary shares per 1 unit of warrant withfree of charge for no more than 53,252,740 units and price of warrant exercise for buyingordinary shares will be of Baht 2.25 per share. Such warrants will be in force for 3 years. Thedetails are show in Annex 6.Board of Directors’ Opinion: The Board of Directors see as appropriates to propose to theshareholders’ meeting to consider about an approval of warrants issuance for rights to buyingordinary shares of the Company No. 1 (TNPC-W1) by allotting to existing shareholdersaccording to ratio of shareholding.

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Resolution: This matter shall be passed by the affirmative resolution of vote of not less thanthree-fourth of the total number of votes of shareholders who attend the meeting and cast theirvotes.

10. To consider and approve for an increase of the Company’s registered capital to accommodate the exercise of warrants for buying the Company’s ordinary shares No.1 (TNPC-W1) in order to offer to existing shareholders according to shareholding ratio and for an amendment of the Company’s Memorandum Association No. 4 in order to be consistent with an increase of the Company’s registered capital.Facts and Reasons: If the resolution of shareholders’ meeting is to propose to the meeting foran approval of warrants issuance for buying ordinary shares of the Company No. 1 (TNPC-W1) to offer to existing shareholders according to ratio of shareholding then the meeting isasked to consider about an increase of the Company’s registered capital to accommodate theexercise of warrant for buying the Company’s ordinary shares from the Copmpany’sregistered capital of Baht 319,516,441 to Baht 372,769,18 by additionally issuing 53,252,740ordinary shares with a par value of Baht 1 per share as an increase of registered capital byspecifying the purpose of utilizing proceeds in order to accommodate for an issuance ofwarrants (The details are show in Annex 7). After the shareholders’ meeting already approvesfor an increase of registered capital then the Company shall contact with the Ministry ofCommerce for amendment of the Memorandum of Association No. 4 in order to be consistentwith the increase of the Company’s registered capital as follows:

Clause 4. Registered Capital of Baht 372,769,181 (Baht Three hundred seventy two million seven hundred sixty nine thousand one hundred and eighty one)

Divided into 372,769,181 shares (Shares Three hundred seventy two million seven hundred sixty nine thousand one hundred and eighty one)

With a par value of Baht 1 (Baht One)Categorized intoOrdinary shares 372,769,181 shares (Shares Three hundred seventy two

million seven hundred sixty nine thousand one hundred and eighty one)

Preferred shares -none- (–none-)

Board of Directors’ Opinion: The Board of Directors see as appropriates to propose to theshareholders’ meeting to consider about an approval of an increase of registered capital ofthe Company as the specifying the purpose of utilizing proceeds in order to accommodatethe exercise of warrants for buying the Company’s ordinary shares No. 1 (TNPC–W1) for53,252,740 ordinary shares with a par value of Baht 1 per share of the Company and anadditional amendment of Memorandum of Association No. 4 in order to be consistent with anincrease of the Company’s registered capital as the aforementioned details.Resolution: This matter shall be passed by the affirmative resolution of vote of not less thanthree-fourth of the total number of votes of shareholders who attend the meeting and cast theirvotes.

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11. To consider and approve about an allotment of new ordinary shares to accommodate the exercise of warrants for buying ordinary shares of the Company No. 1 (TNPC-W1)Facts and Reasons: If the resolution of shareholders’ meeting is to propose to the meeting for an approval of an increase of the Company’s registered capital to accommodate the exercise of warrants for buying ordinary shares of the Company No. 1 (TNPC-W1) therefore the meeting is asked to consider about an allotment of new ordinary shares to accommodate the exercise of warrants for 53,252,740 shares with a par value of Baht 1 per share and also to consider about assigning authority to the Company’s Board of Directors or the authorized person(s) entrusted by the Board of Directors to consider and determine about conditions of other details that involve with such share allotment and shall also be empowered to sign in variety of any relevant documents as well as performing any necessary and appropriate actions related to an allotment of new ordinary shares.Board of Directors’ Opinion: The Board of Directors see as appropriates to propose to theshareholders’ meeting to consider about an approval for an allotment of new ordinary sharesto accommodate the exercise of warrants for buying ordinary shares of the Company No. 1(TNPC-W1).Resolution: This matter shall be passed by the affirmative resolution of a majority vote of the total number of votes of shareholders who attend the meeting and cast their votes.

12. To consider other issues (If any).

The share register book’s record date to determine the shareholders’ right to attend the shareholders’ meeting is scheduled to be on 8th April 2016 and the share register book closing date for collecting the names of the shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 is scheduled to be on 11th April 2016.

You are cordially invited to attend this meeting as per date, time and venue stated above. For the Shareholders who wish to attend the meeting, please bring your identification card, or government official identification card, or driver license to evidence your right to attend the meeting.If you wish to appoint a person to attend and vote at the meeting on your behalf, please complete and duly execute the enclosed proxy. The duly completed and executed proxy, affixed with the stamp duty, must be deposited with the Chairman of the Meeting or the person designated by the Chairman prior to the proxy attending the meeting provided that the proxy shall bring the following documents to evidence its right to attend the meeting: In case the grantor is a natural person (individual), a copy of the identification card, or

government official identification card, or driver license of the grantor, certified true and correct by the grantor, shall be presented.

In case the grantor is a juristic person, a copy of the Certification Document of the grantor, certified true and correct by an authorized person(s) of such juristic person, shall be presented.

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In case the holder is a natural person (individual), a copy of the identification card, or government official identification card, or driver license of the holder, certified true and correct by the holder, shall be presented.

In case the holder is a juristic person, a copy of the Certification Document of the holder, certified true and correct by an authorized person(s) of such juristic person, shall be presented.

For shareholders’ right and benefit, in case you are unable to attend the Meeting but wish to appoint the Company’s Independent Director to vote on your behalf, please complete and duly execute the Proxy in favor of the Company’s Independent Director - Mr. Vorathep Vithayaviroj. The completed and executed proxy should be submitted together with the required documents or evidence to the Company’s secretary, Thai Nam Plastic Public Company Limited, located at 40 Mu 7, Petchkasem Road, K.M. 23, Omnoi, Kratumban, Samutsakorn, 74130. We will appreciate if your proxy and required documents reach us within 28th April 2016.

In case you have queries in relation to the agenda, please send any questions to the Company in advance and if any shareholder wishes to receive the Annual Report 2015 in publication form, please contact the Company’s Secretary by Tel. No. 0 2810 3935 Fax No. 0 2810 3933 or via by E-mail address: [email protected], [email protected].

Sincerely Yours,

Mrs. Siriphorn Mangkornkarn(Mrs. Siriphorn Mangkornkarn)The Chairman of the BoardThai Nam Plastic Public Company Limited

Company SecretaryTel. 0 2810 3935Fax. 0 2810 3933

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Annex 1

For consideration of Agenda No. 1 To certify the Minutes of the Annual General Meeting of Shareholders No. 46/2015

Minutes of Thai Nam Plastic Public Company Limited of the Annual General Meetingof Shareholders No. 46/2015 held on Friday, 24th April 2015

LocatedAt Ballroom 1, The Sukhothai Bangkok Hotel, located at 13/3 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120.

The meeting convened at 14.00 hours.

Mrs. Siriphorn Mangkornkarn, the Chairman of the Board of Directors, acted as Chairman of themeeting. The Chairman of the meeting thanked the shareholders for attending the Company’s AnnualGeneral Meeting of Shareholders No. 46/2015 and informed the meeting that Shareholders’ Meetinghad shareholders attending by themselves and granting proxies to attend the Meeting for a total of106 persons, with an aggregate amount of 45,876,335 shares or 76.58 percent of the total paid-upshares of 59,909,413 shares, the Company’s set the Record date for the right to attend the AnnualGeneral Meeting of shareholders No. 46/2015 on 7thApril 2015 and collect the names of shareholdersas stipulated in the Securities and Exchange Act B.E. 2535, Section 225 by closing the shareregistration book on 8thApril 2015, constituting a quorum according to the Company’s regulations.Accordingly, the Chairman commenced to open the Meeting and introduced the 8 attendingDirectors as follows:1. Mrs. Siriphorn Mangkornkarn Chairman2. Mr. Kritasorn Mangkornkarn Executive Director3. Mr. Kong Mangkornkarn Executive Director4. Mr. Thawat Treewanakul Director5. Mr. Chaiyanandh Lapitananuvat Director6. Miss Piyatida Mangkornkarn Director7. Mr. Vorathep Vithayavirot Independent Director/the Chairman of the Audit Committee8. Mr. Peesak Prapaiporn Independent Director and Member of the Audit Committee

Mr. Wutipong Vechayanon, an Independent Director was absence from the meeting due toengagement with important duty and Mr. Thanawut Piboonsawat, the auditor representing fromDharmniti Auditing Co.,Ltd. present in the meeting. The Chairman of the meeting assigned Mr.Vorathep Vithayavirot, Independent Director/the Chairman of the Audit Committee to conduct themeeting.

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During the Meeting, more shareholders and proxies entered, totaling 3 persons, respectively. Thus there were represented through proxies, making up a total of 109 shareholders, holding altogether 46,143,420 shares.

The Chairman of the Audit Committee had described the voting procedures to the Meeting that for each meeting agenda, he would ask the shareholders whether there was anyone to disagree or abstain from voting. If there was no any disagreeing or abstaining from voting, the particular agenda would therefore be considered as unanimously resolved. But if any shareholder who did not approve or abstain on any meeting agenda should raise his/her hand and fill out the provided voting ballot by marking [ / ] symbol in the specific box and waiting the Company’s staff to collect the voting ballots for further vote counting except those proxy holder who had to vote according to the remark by the proxy grantor in the proxy form. The Company would make vote counting only from those specified in the proxy form. Shareholders who did not object or abstain were assumed to be approving for the particular meeting agenda.

After description the voting procedures, the Chairman of the Audit Committee had subsequently proceeded in accordance with the following meeting agendas:

Agenda 1 To certify the minutes of the Annual General Meeting of Shareholders No. 45/2014 heldon 25th April 2014.The Chairman of the Audit Committee proposed to the Meeting to consider the minutes of the AnnualGeneral Meeting of Shareholders No. 45/2014 which was held on 25th April 2014, a copy of which had been delivered to the shareholders together with the Invitation of this Meeting.

No shareholders requested amendment of the Minutes of the Annual General Meeting of Shareholders No. 45/2014.

The Meeting had considered and has the votes to approve the minutes of the Annual GeneralMeeting of Shareholders No. 45/2014 held on 25th April 2014 with of majority of vote as;

- 46,120,960 votes in approving, equal to 100.00 percent of shareholders who were in attendance at the Meeting and casting votes.

- 0 votes in disapproving, equal to 0.00 percent of shareholders who were in attendance atthe Meeting and casting votes.

- 22,460 votes in abstention.

Agenda 2 To Acknowledge the Company’s annual report and the Board of Directors report relatingto the 2014 operating Results.The Chairman of the Audit Committee informed to the Meeting to consider the Company’sperformance in 2014 which was already notified by the Board of Directors in the Company’s 2014Annual Report of which was delivered to the shareholders together with the invitation of this meetingfor acknowledgment. As this agenda item was for acknowledgement, shareholders’ voting was notrequired.

The Chairman of the Audit Committee gave the chance for the shareholders to question of the Company‘s operations.

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No question from shareholders, It was adopted that the Meeting acknowledged the Company’sannual report and the Board of Directors’ report related to the Company’s of the year 2014operations as proposed by the Chairman of the Audit Committee.

The Chairman of the Audit Committee gave the chance for the shareholders to question of the Company‘s operations.

No question from shareholders, It was adopted that the Meeting acknowledged the Company’sannual report and the Board of Directors’ report related to the Company’s of the year 2014operations as proposed by the Chairman of the Audit Committee.

Agenda 3 To consider and approve the Financial Statements for the year ended on 31st December2014 which have been audited by the Auditor.The Chairman of the Audit Committee proposed to the Meeting to consider the Company’s audited Financial Statements for the year ended on 31st December 2014, as detailed in the 2014 Annual Report, which had been delivered to shareholders together with the invitation of meeting.

The Chairman of the Audit Committee gave the chance for the shareholders to question of the Company’s audited Financial Statements in 2014.

Khun Somjai Pojkasemsin (an attorney-in-fact who was authorized form Thai Investors Association) had questioned whether the Company was interested in joining with Thailand’s private sector collective action coalition against corruption or not? and how?

The Chairman informed that the Company seriously placed important on corruption resistance and the Company was also interested in joining such project. At this time, the Company was under studying about the operation process which the Company will let the executives and the officers attend the training in such course with Thai Institute of Directors in order to prepare for joining with Thailand’s private sector collective action coalition against corruption further.

During the Meeting, more shareholders and proxies entered, totaling 3 persons, respectively. Thus there were represented through proxies, making up a total of 112 shareholders, holding altogether 46,149,263 shares.

No question from shareholders, the Chairman of Audit Committee proposed to the Meeting to consider.

The Meeting had considered and has the votes to approve the Company’s Audited Financialstatements for the year 2014, which had been audited by the Auditor with of majority of vote as;


- 0 votes in disapproving, equal to 0.00 percent of shareholders who were in attendance at the Meeting and casting votes.


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Agenda 4 To consider and approve the decrease of the Company's registered capital andamendment of the Company's Memorandum of Association No. 4 in accordance with a decrease of registered capital.The Chairman of the Audit Committee had informed the Meeting that the Company had registeredcapital of Baht 299,548,060 which are divided into 59,909,612 ordinary shares with par value of Baht5 per share which there were 59,909,413 paid up registered capital 59,909,413 shares and 199shares remained from reserve in order for stock dividend payment according to the resolution of theAnnual General Meeting of shareholders No. 45/2014 held on 25th April 2014. Therefore, the meetingwas proposed to consider about a decrease of the Company’s registered capital by eliminating suchregistered ordinary shares that remained from stock dividend payment of 199 shares which willcause the Company to have total registered capital of Baht 299,547,065 divided into 59,909,413ordinary shares with par value of Baht 5 per share which after the meeting considered to approve fora decrease of such registered capitals then the Company will proceed with the Ministry ofCommerce in order for an amendment of the Company's memorandum of Association No. 4 inaccordance with a decrease of the Company’s registered by using statements as follows: Clause 4. Registered Capital of Baht 299,547,065 (Baht Two hundred ninety-nine million five

hundred forty-seven thousand and sixty-five)Divided into 59,909,413 shares (Shares Fifty - nine million nine hundred

nine thousand four hundred and thirteen)With a par value of Baht 5 (Baht Five)Categorized intoOrdinary shares 59,909,413 shares (Shares Fifty - nine million nine hundred

nine thousand four hundred and thirteen)Preferred shares -none- shares (Shares -none-)

The Chairman of the Audit Committee gave the chance for the shareholders to question and proposed the Meeting to consider and approve for the Company’s registered capital decrease and the amendment of the Company's memorandum of Association No. 4 in accordance with the registered capital decrease.No shareholder questioned, the Meeting had considered and has the unanimous votes to approve the Company’s registered capital decrease and the amendment of the Company's memorandum of Association No. 4 in accordance with the registered capital decrease with the votes of not less than three-fourth of the shareholders who attended the Meeting and cast voted as follows:



- 60,151 votes in abstention.Agenda 5 To consider and approve the change in the par value of the Company's ordinary shares from Baht 5 per share to Baht 1 per share and amendment of the Company's Memorandum of Association No. 4 in accordance with the change in the par value of the Company’s ordinary shares.

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The Chairman of the Audit Committee informed to the meeting that the Company’s registered capitals of Baht 299,547,065 which were divided into 59,909,413 ordinary shares with par value ofBaht 5 per share in order to increase liquidity to the Company’s shares and this will cause more distribution of minor shareholders’ investment proportion and it will not make change to shareholder’s equity and market value and there is not any dilution effect at all. Therefore, the Chairman of the Audit Committee proposed to the meeting to consider about the change in the par value from Baht 5 per share to Baht 1 per share and change in numbers of ordinary shares from 59,909,413 shares to be 299,547,065 shares which the registered capitals and paid-up capitals were still the same at Baht 299,547,065 and after the meeting’s approval for the change of such par value then the Companymust amend for the Company's Memorandum of Association No. 4 in accordance with the change of the Company’s par value by using statements as follows:Clause 4. Registered Capital of Baht 299,547,065 (Baht Two hundred ninety-nine million five

hundred forty-seven thousand and sixty-five)Divided into 299,547,065 shares (Shares Two hundred ninety-nine million five

hundred forty-seven thousand and sixty-five)With a par value of Baht 1 (Baht One)Categorized intoOrdinary shares 299,547,065 shares (Shares Two hundred ninety-nine million five

hundred forty-seven thousand and sixty-five)Preferred shares -none- shares (Shares -none-)

The Chairman of the Audit Committee allowed shareholders to question about the change of par value of the Company’s ordinary shares from par value of Baht 5 per share to Baht 1 per share and amend for the Company's Memorandum of Association No. 4 in accordance with the change of the par value of the Company’s ordinary shares.

There was not any shareholder questioned then the meeting considered and had a resolution to approve for the change in the par value of the Company’s ordinary shares from the par value of Baht 5 per share to Baht 1 per share and ament for the Company's Memorandum of Association No. 4 in accordance with the change of par value of the Company’s ordinary shares with the votes of not less than three-fourth of the shareholders who attended the Meeting and cast voted as follows:




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Agenda 6 To consider and approve the appropriation of profit from operating results of year 2014 and dividend payment.The Chairman of the Audit Committee informed to the Meeting that in year 2014 the Company had the net loss of Baht 19,400,204.84 and the unappropriated retained earning of Baht 434,080,139.74therefore the meeting had considered and proposed to do not set up the legal reserve due to the Company had the net loss of Baht 19,400,204.84 and to pay dividend for shareholders at rate of 0.0787 Baht per share from the accumulated profits after income tax at rate of 30%, not exceeding of Baht 23,574,425 by paying as common stock dividend at rate of 15 existing shares per 1 stock dividend and cash dividend of Baht 0.0120 per share.The Chairman of Audit Committee proposed to the Meeting to consider the appropriation of profit from 2014 operating results and dividend payment as follows:6.1 Do not allocate profits as legal reserve due to the Company had the net loss of Baht

19,400,204.846.2 Dividend payment as ordinary share and cash dividend not exceeding of Baht 23,574,425.

The detail are as follows :6.2.1 To be paid as the Company’s ordinary shares of not exceeding 19,979,860 shares at

the par value of Baht 1 per share to the Company’s shareholders at rate of 15 existing shares per 1 dividend stock of not exceeding of Baht 19,979,860 or shall be converted for dividend payment at Baht 0.0667 per share. In case where there is a fraction of ordinary shares remaining from the calculation of the stock dividend payment, it would be rounded off and dividend payment was paid as cash to shareholders in order to be compensated for such fraction of shares that were rounded off at rate of Baht 0.0667 per share.

6.2.2 To be paid as cash dividend at the rate of Baht 0.0120 per share, or not exceeding of Baht 3,594,565.

The record date for the names of shareholders who have rights to receive dividend scheduled to be on 13th May 2015 and the register book closing date for collecting shareholders' name under the Section 225 of the Securities and Exchange Act B.E.2535 scheduled to be on 14th May 2015 and fixed the day of dividend payment on 22nd May 2015.The Chairman of the Audit Committee gave the chance for the shareholders to question of the appropriation of profit from 2014 operating results and dividend payment.There was not any shareholder questioned then the meeting considered and had a resolution toapprove the appropriation of profit from 2014 operating results and dividend payment with of majority of vote as;




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Agenda 7 To consider and approve the Company's registered capital increase and amendment of the Company's Memorandum of Association Clause 4 in accordance with the capital increase.The Chairman of the Audit Committee informed to the Meeting that as the result of the dividend payment as common shares in the Agenda 6, it was necessary to increase the Company’s registered capital to reserve the stock dividend payment from registered capital of Baht 299,547,065 to Baht 319,526,925 divided into 319,526,925 shares with par value of Baht 1 per share by issuance 19,979,860 new ordinary shares with par value of Baht 1 per share by increasing with specifying the purpose of utilizing proceed to reserve the stock dividend payment of 19,979,860 shares with par value of Baht 1 per share which after the meeting considered to approve for a increase of such registered capitals then the Company will proceed with the Ministry of Commerce in order for an amendment of the Company's memorandum of Association No. 4 in accordance with a increase of the Company’s registered by using statements as follows:

Clause 4. Registered Capital of Baht 319,526,925 (Baht Three hundred nineteen million five hundred twenty-six thousand nine hundred and twenty-five)

Divided into 319,526,925 shares (Shares Three hundred nineteen million five hundred twenty-six thousand nine hundred and twenty-five)

With a par value of Baht 1 (Baht One)Categorized intoOrdinary shares 319,526,925 shares (Shares Three hundred nineteen million five

hundred twenty-six thousand nine hundred and twenty-five)

Preferred shares - none - shares (Shares - )

The Chairman of the Audit Committee gave the chance for the shareholders to question and proposed the Meeting to consider and approve for the Company’s registered capital increase and the amendment of the Company's memorandum of Association No. 4 in accordance with the registered capital increase.

There was not any shareholder questioned then the meeting considered and had a resolution toapprove the Company’s registered capital increase and the amendment of the Company's memorandum of Association No. 4 in accordance with the registered capital increase with the votes of not less than three-fourth of the shareholders who attended the Meeting and cast voted as follows:




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Agenda 8 To consider and approve the allocation of new ordinary shares to reserve for the stock dividend payment.The Chairman of the Audit Committee informed to the Meeting that due to the Company’s registeredcapital increase by issuing the ordinary shares for 19,979,860 shares with par value of Baht 1 pershare for the amount of Baht 19,979,860 in order to reserve for the stock dividend payment inAgenda 6 therefore it is necessary to consider for the allocation of such new ordinary shares in orderto be in accordance with and reserve for the stock dividend payment.Therefore, the Chairman of the Audit Committee proposed to the Meeting to consider and approvethe allocation of new ordinary shares to reserve for the stock dividend payment for 19,979,860shares with par value of Baht 1 per share and authorized the Board of Directors or the persons thatthe Board of Directors had assigned authority to consider and sign in the relevant documents andperform the necessary and appropriate operations that involved with the allocation of new ordinaryshares.The Chairman of the Audit Committee gave the chance for the shareholders to question and proposed the Meeting to consider and approve for the allocation of new ordinary shares to reserve for the stock dividend payment and No shareholder questioned and the Meeting had considered and has the votes to approve for the allocation of new ordinary shares to reserve for the stock dividend payment for 19,979,860 shares with par value of Baht 1 for the amount of Baht 19,979,860with of majority of vote as follow;



- 60,151 votes in abstention.Agenda 9 To consider and approve the election of directors to replace the directors who hadretired by rotation.The Chairman of the Audit Committee informed to the Meeting that according to the Company’s Article of Association, No.31 which defined that one-third of the directors shall retire by rotation at each the Annual General Meeting of Shareholders. This year there are 3 directors had to retire by rotation namely:1. Mr. Chaiyanandh Lapitananuvat Director2. Mr. Kong Mangkornkarn Executive Director3. Mr. Vorathep Vithayavirot Independent Director/the Chairman of the Audit CommitteeThe Company had given the right to the shareholders to nominate for the persons who had the proper qualification in order to be considered for the election to be the directors according to the criterion that is exposed in the Company’s website but nobody nominated the name lists of candidates to the Company. Therefore, the Board of Directors had considered to select for the persons that have qualification, knowledge, abilities and experiences in various aspects and also appraised the performance of committees that perform their duties in the preceding term then the Board of Directors agreed to propose the Meeting to re-elect Mr. Chaiyanandh Lapitananuvat, Director, Mr. Kong Mangkornkarn, Executive Director and Mr. Vorathep Vithayavirot, Independent Director/the Chairman of the Audit Committee to be back to the Compaby’s director for another term.

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The voting in this time would be separated as individual so that the shareholders can use their discretion in considering for the qualification of each director that was nominated to be considered for an election to be back to take a position of the Company’s director with the meticulous, explicit, unambiguous election and in accordance with the good superintendent that aimed to have the votes in the directors’ election term to be more obvious in counting votes which the history of each director was appeared in the documents that were sent to every shareholders together with the invitation for the meeting this time.

The Chairman of the Audit Committee gave the chance for the shareholders to question about theelection of new directors to replace the directors who retire by rotation.

No shareholder questioned and the Meeting had considered and cast votes to election of newdirector to replace the directors who retired by rotation on individual basis;1. Mr. Chaiyanandh Lapitananuvat, Director




2. Mr. Kong Mangkornkarn, Executive Director- 46,126,781 votes in approving, equal to 100.00 percent of shareholders who were in

attendance at the Meeting and casting votes.- 22 votes in disapproving, equal to 0.00 percent of shareholders who were in attendance at

the Meeting and casting votes.- 22,460 votes in abstention.

3. Mr. Vorathep Vithayavirot, Independent Director/the Chairman of the Audit Committee- 46,126,781 votes in approving, equal to 100.00 percent of shareholders who were in

attendance at the Meeting and casting votes.- 22 votes in disapproving, equal to 0.00 percent of shareholders who were in attendance at

the Meeting and casting votes.- 22,460 votes in abstention.

The Conclusion, the Meeting had considered and resolved with of majority of vote to appoint the 3Directors who had to complete their terms by rotation to be the Company’s directors for another term.

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Agenda 10 To consider and approve the remuneration of directors for the year 2015.The Chairman of the Audit Committee informed to the Meeting that according to the Company’s Article of Association No. 29, which defined that the directors are entitled to have compensation from the Company in the form of salary, reward, meeting allowance, gratuity, bonus or other form of remuneration in accordance with the Articles of Association or as determined or laid down as a rule or fixed from time to time or until further change by the shareholders in meeting and is entitled to allowance and welfare benefits according to the regulation of the Company. Moreover, the Company’s directors had considered and thought that the remuneration of director that was approved by the shareholders’ meeting in the year 2014 not exceeding of Baht 1,800,000 per year, therefore, the Chairman of the Audit Committee proposed the meeting to consider in defining the remuneration of the board of directors and the Audit Committee for the year 2015 not exceeding of Baht 1,800,000 per year, divided into the remuneration of the board of directors for Baht 1,320,000and the remuneration of the Audit Committee for Baht 480,000 as the same previous year.The Chairman of the Audit Committee gave the chance for the shareholders to question about thedesignation for the remuneration of directors for the year 2015.During the Meeting, more shareholders and proxies entered, totaling 4 persons, respectively. Thusthere were represented through proxies, making up a total of 116 shareholders, holding altogether46,156,795 shares.No shareholder questioned and the Meeting had considered and has voted to approve for the remuneration of the board of directors and the Audit Committee for the year 2015 with the votes of not less than two-thirds of the total number of votes of shareholders who attended the Meeting as follows:


- 8,950,638 votes in disapproving, equal to 23.95 percent of shareholders who were in attendance at the Meeting and casting votes.

- 8,781,025 votes in abstention.

Agenda 11 To consider and approve the appoint auditors and fix the auditing fee for the year 2015.The Chairman of the Audit Committee informed to the Meeting that according to the Company’sArticles of Association, No. 58 – 59 which defined that the Annual General Meeting of Shareholdersshall appoint an auditor and fix the auditing fee. In 2015 the Audit Committee had considered to appoint Mr. Thanawut Piboonsawat or Miss Sulalit Ardsawang or Miss Wannisa Ngambuathong ofDharmniti Auditing Co.,Ltd. as the Company’s auditor for the year 2015. The auditing fee for the year and quarterly was proposed totaling Baht 880,000.- (Baht Eighty-eight hundred thousand only) which is Baht 20,000.- (Baht Twenty hundred thousand only) higher than the year 2014 audit fee or 2.33 percent due to the higher audit workload.The Chairman of the Audit Committee gave the chance for the shareholders to question aboutappoint auditors and fix the auditing fee for the year 2015.During the Meeting, more shareholders and proxies entered, totaling 3 persons, respectively. Thusthere were represented through proxies, making up a total of 119 shareholders, holding altogether46,158,423 shares.

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No shareholder questioned and the Meeting had considered and has resolved to appoint Mr.Thanawut Piboonsawat or Miss Sulalit Ardsawang or Miss Wannisa Ngambuathong of DharmnitiAuditing Co.,Ltd. as the Company’s auditor for the year 2015 with the auditing fee for the year andquarterly was proposed totaling Baht 880,000.- (Baht Eighty-eight hundred thousand only) accordingto the Audit Committee’s proposal with of majority of vote as follows:




Agenda 12 To consider Other consideration (if any).The Chairman invited the shareholders to express their opinions or ask questions regarding the business operations of the Company.Mr. Sathaporn Phangniran (A shareholder) proposed the auditor to explain about reasons ofdeduction for an allowance of value of goods decrement in year 2014 for amount of Baht 183.75million which increased from the previous year of Baht 28.28 million.Mr. Thanawut Piboonsawat (An auditor of the Company) explained that an allowance for value ofgoods decrement for amount of Baht 183.75 million of the Separate Financial Statement as stated byan annotation in the financial statement no. 8. He explained that this was set as an allowance forvalue of goods decrement according to the Company’s policy which such allowance was set byusing precedent statistics as the calculation base. An allowance for value of goods decrement thatincreased from the preceding year of Baht 28.28 million was part of the remaining of existing goodsthat were still unsold which they will not affect with the production and sale of new products.Mr. Sathaporn Phangniran (A shareholder) gave his opinion about the Company’s dividend payment that it yields the good impact on liquidity and cash flow of the Company which shareholders’ equity was unchanged but numbers of shares were increased. If the business operation is not increased, it will cause the decrement of profit per share which it may affect with the Company’s shareholders and share prices.During the Meeting, more shareholders and proxies entered, totaling 7 persons, respectively. Thusthere were represented through proxies, making up a total of 126 shareholders, holding altogether46,159,046 shares.

There were no more questions raised. The Chairman declared the Meeting closed and expressed hisappreciation to all shareholders for attending the meeting and sharing their valuable views with theCompany.

The meeting was closed at 16.21 hours.

Signed Mrs. Siriphorn Mangkornkarn Chairman of the meeting (Mrs. Siriphorn Mangkornkarn)

Signed Miss Somsuan Khondon Company’s Secretary (Miss Somsuan Khondon)

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Annex 3

For Consideration of Agenda 5 To consider and approve the election of directors to replace the directors who retire by rotation.

Name : Mr. Peesak Prapaiporn

Director Type : Independent Director and

Member of the Audit Committee

Age : 62 years old

Nationality : Thai

Year of Directorship : 3 years (appointed on 13th May 2013)

Education : BA in Accounting (Costing) Chulalonglorn University

Director Training Program : The Director Accreditation Program (DAP),

Thai Institute of Directors Association

Number of Shares hold : - None -

Positions in Other Listed Companies : - None -

Positions in Non-Listed Companies : - None -

Working Experiences : - Vice President (senior),

TMB Bank Public Co.,Ltd.

- Vice President (senior),

The Industrial Financial Corporation of Thailand.

Meeting Attendance in 2015 : Board of Directors 8 meetings in total ; 8 meetings attended

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Name : Miss Piyatida Mangkornkarn

Director Type : Director

Age : 49 years old

Nationality : Thai

Year of Directorship : 3 years (appointed on 26th April 2013)

Education : Master of Business Administration, Mercer University Atlanta, USA



Number of Shares hold : 12,271,440 Shares, equal to 3.84 % of total shares with voting right.


Positions in Non-Listed Companies : - Manager, Credit Underwriting Dept (for MBXCB)


Working Experiences : - Manager, Credit Analysis Dept,

- Manager, Investment Business Dept,



- 21 -

Name : Mr. Kritasorn Mangkornkarn

Director Type : Executive Director

Age : 40 years old

Nationality : Thai

Year of Directorship : 2 years (appointed on 25th April 2014)

Education : Master Degree in Industrial and Organization Psychology Liberal Art

Faculty, Thammasat University



Number of Shares hold : 13,469,951 Shares, equal to 4.22 % of total shares with voting right.


Positions in Non-Listed Companies : - Organization & System Development Division Manager/

Management manager

Thai Nam Plastic Public Co.,Ltd.

Thai Nam-Kyowa Co.,Ltd.

T.N.P. Industry Co.,Ltd.


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Annex 4

For Consideration of Agenda 6 To consider and approve to define the remuneration of directors for theyear 2016.

Information on Remuneration of DirectorsThe Board of Directors Meeting No. 03/2016 has appropriates to propose to the shareholders’ meeting to consider about determination for the Board of Directors’ remuneration of year 2016 to be proper with scope of duty and responsibilities as follows:

Remuneration Remuneration Rate - Non-Executive Director 20,000.- Baht / person / month - Chairman of Audit Committee 20,000.- Baht / month - Member of Audit Committee 10,000.- Baht / person / month

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Annex 5

For Consideration of Agenda 7 To consider and approve the appointment of auditors and fix the auditingfee for the year 2016.

According to the Public Limited Companies Act. B.E. 2535 and of the Company’s Articles of Association, Article 58 – 59 which state that the Annual General Meeting of Shareholders shall appoint auditor and fix the auditing fee of the auditor, and by recommendation of the Audit Committee, the Board of Directors’ Meeting No. 03/2016 had proposed appointing and fixing auditor of the Company’s auditor for the year 2016, by appointing auditors of Dharmniti Auditing Co.,Ltd. considering that they are qualified under the regulation of the Office of Securities Exchange Commission and have reputable working experience recognized by various parties. The proposed auditors are following:

Auditors CPA Registered No. Years of auditing forthe Company

1. Mr. Thanawut Piboonsawat 6699 22. Miss Sulalit Ardsawang 7517 -3. Miss Wannisa Ngambuathong 6838 -

Anyone of them shall be empowered to audit, perform, and sign on the financial statements.

Moreover, the Board of Directors also proposes to submit to the shareholders the auditing fee for the year 2016 at the total amount of Baht 880,000.- (Baht Eighty-eight hundred thousand only) at the same amount as the previous year.

Dharmniti Auditing Co.,Ltd. and the auditors proposed as auditor of the Company have no relationship or any interest with the Company or its subsidiary companies, executives, major shareholders, or related person, in a way that may impact their performing task independently.

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Annex 6

For Consideration of Agenda 9 To consider and approve the issuance of warrants for rights to buying ordinary shares of the Company No.1 (TNPC-W1) to existing shareholders proportionately according to shareholding ratio.

Preliminary Details of the Warrants to purchase the ordinary shares of the Company ofThai Nam Plastic Public Company Limited No. 1 (TNPC-W1)

Allocate to the existing shareholders of the Company in proportion of shareholding

Type of Warrants : Warrants for buying ordinary shares of Thai Nam Plastic Public Company Limited No. 1 (TNPC-W1)

Category of Warrants : Transferable named certificateNumber of Warrants : Not exceeding 53,252,740 unitsUnderlying Shares : Not exceeding 53,252,740 shares (par value of Baht 1 per share)Allocation Method : Warrants are allotted to the Company’s existing shareholders according to

Right Offering for free of charge for the rate of 6 existing ordinary shares per 1 unit of warrant which the total amount is not exceeding 53,252,740 units. In case that there is any improper fraction of warrants from calculation of such warrants allotment then such improper fraction must be rounded down for the whole amount.

Issuance and Offering dateof Warrants :

The Company’s Board of Directors and/or authorized Directors and/or managing directors and/or persons who are authorized by the Company’s Board of Directors or authorized Directors to be the person(s) who has/have authority to determine the date of warrant issuance after being approved already by the shareholders’ meeting.

Offering price : None (Baht 0 per unit)Offering period : Warrants must be completely offered within 1 year since the date of

approval resolution for such warrant issuance and offering by shareholders’ meeting.

Term of Warrants : 3 years from the issuance and offering date of warrants.Exercise Ratio : 1 unit of warrant will be entitled to purchase 1 newly ordinary share.

(subject to change in case of the adjustment to the terms and conditions)Exercise Price : Baht 2.25 per share. (subject to change in case of the adjustment to the

terms and conditions)Exercise Period : The warrants’ holders shall be able to exercise the warrants between 9.00

a.m. and 3.30 p.m. on the last working day of May and Novemver eachyear. The first exercise date is 31 May 2017 and The last exercise dateshall be the date of 3 years from the issuance date. If the last exercisedate is the Company’s holiday, the last exercise date shall be changed tothe prior business day.

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Last period of declaration ofintention to exercise Warrants :

At least 15 days prior to the last exercise date.

Determination of name list ofshareholders who have rightsto receive warrant allotment :

12th May 2016 is defined as the date of determination for name list of shareholders who have rights to receive an allotment of warrant (TNPC-W1) and to collect name list of shareholders according to Section 225 of the Securities and Exchange Act B.E. 2535 by book closing on 13th May 2016.

Secondary market of warrants : The Company will register such warrant for trading in the Stock Exchange of Thailand (SET) after an approval by the shareholders’ meeting.

Secondary market of ordinaryshares from warrant exercise :

The Company will register ordinary shares from warrant exercise for trading in the Stock Exchange of Thailand (SET).

Impact on shareholders : 1. New ordinary shares from an exercise of warrant this time will have rights and benefits like existing ordinary shares that were issued and they were fully paid shares of the Company in all respects which any rights that shareholders will receive after holding ordinary shares from an exercise of warrants will start from the day that Thailand Securities Depository Co., Ltd (TSD) records to increase number of shares to shareholders in the system.

2. Impact on shareholders due to an issuance and offering of warrants to existing shareholders as follows:

(1) Shareholding & Control DilutionCalculation Formula = 1 – (Qo/(Qo+Qw)), whereas;Qo = Number of 319.516 million of existing ordinary sharesQw = Number of new ordinary shares that increase from an exerciseof the whole number of warrants for 53.253 million sharesTherefore; Control Dilution = 1-(Qo/(Qo+Qw)) = 1-(319.516/(319.516+53.253)) = 14.29%Impact on Control DilutionIn case that an issuance and offering of warrants to existing shareholders and existing shareholders of the Company exercise for the whole number then shareholders will not be affected from shareholding and control dilution due to it is an issuance and offering of warrants to shareholders according to Right Offering. However, if there is an exercise to buy shares completely according to warrants by other persons who are not existing shareholders for the whole amount then there will be an impact on existing shareholders for 14.29% approximately.

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(2) Price DilutionCalculation Formula for Price Dilution = ((Po-Pn) x Qw)/((Qo+Qw) x Po), whereas;Po = Weighted average share price for 15 workdays before the dateof a meeting of the Company’s Board of Directors on 24th March2016 (which is 3rd - 23rd March 2016) which is equal to Baht 1.63Pn = Exercise price of warrants that are issued and offered toexisting shareholders = Baht 2.25 per shareImpact on Price DilutionThere is no price dilution since the exercise price of the warrants of Baht 2.25 is higher than weighted everage share prices during 15 days prior the meeting of the board of directors No. 03/2559 which held on 24th March 2016, which is Baht 1.63

(3) Earnings Per Share Dilution (EPS Dilution)Formula to calculate EPS Dilution = (EPSo-EPSn) / EPSo , whereas;Net profit = Baht 34.06 million (4 quarter ended 31st December 2015)EPSo = Net Profit / Qo = 34.06/319.516 = Baht 0.1066 per shareEPSn = Net Profit / Qo+Qw = 34.06/(319.516+53.253) = Baht 0.0914 per shareTherefore; EPS Dilution = (EPSo-EPSn) / EPSo = (0.1066-0.0914) / 0.1066 = 14.26%Impact on EPS DilutionAfter an issuance and offering of warrants to existing shareholders ifthere is an exercise for the whole number of warrants that are issuedthis time, there will be an impact on EPS Dilution for 14.26%.

Conditions of exercise adjustment : Exercise price for buying ordinary shares and exercise ratio in buying ordinary shares of warrants may be subject to change throughout warrants’ life in case of any one of these following events occur for the purpose of protecting reciprocal interests of warrant holders to be not lower than before.1. By the time that the Company changes a par value of the Company’s

shares which results from aggregation and separation of issued shares of the Company.

2. By the time that the Company pay all or some dividend to the Company’s shareholders.

3. By the time that the Company offers for selling new shares to existing shareholders/or general people at prices lower than the market price at the time of offering for selling shares or at time prior to an offer of shares selling and it is a method of calculation as indicated in the regulation of exercise.

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4. By the time that the Company offers to sell convertible debentures or the new warrants by determining or calculating prices of new shares in order to accommodate such convertible debentures or warrants at the lower price than the share prices that are calculated as according to the market price at the time of offering to sell such convertible debentures or warrants and it is a method of calculation as indicated in the regulation of exercise.

5. By the time that the Company pay cash dividend which exceeds the ratio that is indicated in the regulation of exercise

6. In case that there is any other cases similar to No. 1 - No. 5 that will degrade any benefits of warrant holders than previously.

Anyhow, the Company’s Board of Directors and/or authorized Directors and/or managing directors and/Directors who have authority for an assignment to be persons in authority to determine conditions and other details that relates to an adjustment or a change of exercise ratio and exercise price.

Other conditions : The Company’s Board of Directors and/or authorized Directors and/or managing directors and/Directors who have authority for an assignment to be persons in authority to determine rules, conditions and other details of warrant including an allotment of warrant, negotiation and agreement in signing variety of related documents and contracts as well as necessary and appropriate operations that are relevant to warrants including an issuance and sale offering of this time warrants which also includes the registration of warrants and ordinary shares from such warrant exercise to be listed securities in Stock Exchange of Thailand (SET) as well as operating in asking for permission from relevant organizations.

Registrar of warrants : Thailand Securities Depository Co., Ltd (TSD)Calculation Details of Number ofUnderlying Shares :

Calculation method of underlying shares (underlying shares = the Company’s new ordinary shares that are allotted to accommodate for warrant exercise) = ((Number of underlying shares for warrant offering this time) + (Number of underlying shares for warrant offering in other times) / (Number of total issued shares of the Company)), Whereas;- Number of underlying shares for warrant offering this time = 53,252,740 shares (par value of Baht 1 per share)

- Number of underlying shares for warrant offering in other times = 0 share

- Number of total issued shares of the Company = 319,516,441 shares (par value of Baht 1 per share) ** Number of latest paid-up capitals that were registered with the Ministry of Commerce on 22nd May 2015.Therefore, the proportion of underlying shares = 53,252,740 / 319,516,441 = 16.67%

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Annex 7

For Consideration of Agenda 10 To consider and approve for an increase of the Company’sregistered capital to accommodate the exercise of warrants for buying the Company’s ordinaryshares No.1 (TNPC-W1) in order to offer to existing shareholders according to shareholding ratioand for an amendment of the Company’s Memorandum Association No. 4 in order to beconsistent with an increase of the Company’s registered capital.

Capital Increase FormThai Nam Plastic Public Company Limited

Date 24th March 2016

We, Thai Nam Plastic Public Company Limited (the Company), hereby report the resolutions of the Board of Directors’ Meeting No. 03/2559, held on 24th March 2016, in relation to the increase of the registered capital and the allocation of new ordinary shares as follows:1. Increase of capitalThe Board of Directors’ Meeting resolved to increase the registered capital of the Company from Baht 319,516,441 to Baht 372,769,181 by issuing not exceeding 53,252,740 new ordinary shares with Baht 1.00 par value per share, totaling value of Baht 53,252,740.

Type of Capital Increase Type of Shares Number of Shares(shares)

Par Value(Baht/share)

Total(Baht)

Specifying the purposeof utilizing proceed

Ordinary shares 53,252,740 1.00 53,252,740

2. Allotment of new ordinary sharesThe Board of Directors’ Meeting resolved to allocate not exceeding 53,252,740 new ordinary shares with a par value of Baht 1.00 per share, totaling of Baht 53,252,740 with details as follows:2.1 Details of allotment

Allocated toNumber of

Shares(shares)

Portion(Existing :

New)

Offering Price(Baht/share)

Date and Timeof Share

Subscriptionand Payment

Remarks

To accommodate the exerciseof warrant to be allocated toexisting shareholders No. 1(TNPC-W1)

53,252,740 6 existingordinaryshares

per 1 unitof warrant

Warrant priceis Baht 0; Offer

to exerciseprice at Baht

2.25 per share

- Remark(1)

Remark (1) The Company’s Board of Directors and/or the authorized directors and/or managing directors and/or authorizes the Company’s Board of Directors and/or authorized directors and/or managing director and/or director(s) entrusted by the Board or the authorized Directors is authorized to determine criteria, terms and conditions, and other details of warrants including allotment of warrants, determination of name list of shareholders who have rights to be allotted for warrants that related to an issuance and offering of such warrants. Said person(s) shall also be empowered to negotiate and sign in variety of any relevant documents and agreements and perform any other necessary and appropriate actions related to warrants including the issuance and offering of warrants for this time as well as listing the reserved ordinary shares from the exercise of warrants on the Stock Exchange of Thailand (SET), and also to proceed for the necessary approval from relevant authorities.

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2.2 The Company’s plan in case where there is a remaining of share fractionIn case there is a remaining of share fraction, such fraction shall be rounded down for the whole amount.

2.3 Remaining shares that are not yet allotted

-None-

3. Determination the date of shareholders’ meeting for an approval of capital increase/share allotment

Determine the date of Annual General Meeting of Shareholders No. 47/2559 is set to be on 29th April 2016, at 2.00 p.m. at Thonburi Ballroom, Millennium Hiton Bangkok Hotel, by determining name list of shareholders who have rights to attend the shareholders’ meeting (Record Date) is scheduled to be on 8th April 2016, and collect name list of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 by method of book closing which is scheduled to be on 11th April 2016.

4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any)

The increase of paid up capital will be registered with the Ministry of Commerce. The Company shall submit an application form to the Stock Exchange of Thailand for approval of listing of the newly issued and paid ordinary shares as a result of the capital increase for listing on the Stock Exchange of Thailand.

5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase

5.1 To utilize for working capital in the Company’s business operation.5.2 To pay the debt form loan to the financial institute in order to decrease the financial cost.

6. Benefits which the Company will receive from the capital increase/share allotmentThe Company will have better capacity of financial stability and liquidity.

7. Benefits that shareholders will receive from capital increase/share allotment

7.1 The Company has a policy to pay dividend for shareholders each year for not more than 50 per cent of the Company’s own net profit after deduction of corporate tax. However, the actual dividend payment may be subject to change depends on business performance, financial position and future investment project of the Company. Dividend payment needs to be agreed by the Company’s Board of Directors and approved by shareholders’ Meeting.

7.2 Subscribers of warrants will have rights to receive dividend from the Company’s operations after they exercise to buy new ordinary shares of the Company according to the defined term and condition and that shareholders’ names have already listed in the share register of the Company and after the shareholders’ Meeting resolves for dividend payment.

8. Any other necessary details for shareholders to be considered for an approval of the capital increase/share allotment

- Details as in attachment-

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9. Schedule of actions where the Board of Directors of the Company passes a resolution of approvalfor capital increase/share allotment

Process Date1. The Board of Directors’ meeting No. 03/2559 resolves for an approval of

capital increase/new ordinary share allotment and reports about theresolution of the meeting of Board of Directors to the Stock Exchange ofThailand (SET)

24th March 2016

2. Determine name list of shareholders who have rights to attend the Annual General Meeting of shareholders (Record Date)

8th April 2016

3. Collect name list of shareholders under Section 225 of the Securities Act B.E.2535 by book closing for shareholder’s meeting

11th April 2016

4. The date of the Annual General Meeting of Shareholders No. 47/2559 29th April 20165. Registration of capital increase with the Ministry of Commerce Within 14 days from

the day ofshareholders’

meeting6. Determine name list of shareholders who have rights to receive warrant

allotment (Record Date)12th May 2016

7. Collect name list of shareholders under Section 225 of the Securities Act B.E. 2535 by book closing for rights to receive warrant allotment

13th May 2016

The Company hereby certifies that the information contained in this report is true and complete in allrespects.

Signature Mrs. Siriphorn Mangkornkarn Authorized Director (Mrs. Siriphorn Mangkornkarn)

Signature Mr. Kong Mangkornharn ______Authorized Director (Mr. Kong Mangkornharn)

Page 1 of 4 Pages

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Annex 6

Proxy Form

Written at

Date April 2016

(1) I/We Nationality Address No. Road

Sub-District District Province Postal Code (2) Being a shareholder of Thai Nam Plastic Public Company Limited

holding the total amount of shares and have the right to vote equal to votes.(3) Hereby appoint

1. Name age years, residing at Road Sub-District District Province Postal Code

2. Name age years, residing at Road Sub-District District Province Postal Code

or 3. Name Mr. Vorathep Vithayaviroj, Independent Director age 71 years old, residing at 160/527

I T F Building, Road Silom Sub-District Silom District Bangrak Province Bangkok Postal Code 10500

Only one of them shall act as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Shareholders No. 47/2016 on Friday, 29th April 2016 at 14.00 hours atThonburi Ballroom, Millennium Hilton Bangkok, located at 123 Charoennakorn Road, Klongsan, Bangkok 10600 or such other date, time and place as may be postponed or changed.

(4) In this meeting, I/we grant my/our proxy to vote on my/our behalf as follow :-Agenda No. 1 To certify the Minutes of the Annual General Meeting of Shareholders No. 46/2015 held on 24th April 2015.

(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

Approve Disapprove Abstain

Agenda No. 2 To acknowledge the Company’s annual report and the Board of Directors report relating to the 2015 operating results.

Agenda No. 3 To consider and approve the Financial Statements for the year ended on 31st December 2015, which have been audited by the auditor.



DutyStamp

20 Baht

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Agenda No. 4 To consider and approve the appropriation of profit from 2015 operating results and dividend payment.



Agenda No. 5 To consider and approve the election of directors to replace the directors who retire by rotation.


Vote for all the nominated candidates as a whole.Approve Disapprove Abstain

Vote for an individual nominee. 5.1 Mr. Peesak Prapaiporn


5.2 Miss Piyatida MangkornkarnApprove Disapprove Abstain

5.3 Mr. Kritasorn MangkornkarnApprove Disapprove Abstain

Agenda No. 6 To consider and approve to define the remuneration of director for the year 2016.

(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


Agenda No. 7 To consider and approve the appointment of auditors and determination the auditing fee for the year 2016.



Agenda No. 8 To consider and approve the decrease of the Company’s registered capital by eliminating the registered ordinary shares remaining from the previous allocation of ordinary shares for reserve the stock dividend payment and amendment of the Company’s Memorandum of Association Clause 4. in order to be consistent with the decrease of the Company’s registered capital.



Agenda No. 9 To consider and approve the issuance of warrants for rights to buying ordinary shares of the Company No.1 (TNPC-W1) to existing shareholders proportionately according to shareholding ratio.



Page 3 of 4 Pages

-33-Agenda No. 10 To consider and approve for an increase of the Company’s registered capital to accommodate the exercise of warrants for buying the Company’s ordinary shares No.1 (TNPC-W1) in order to offer to existing shareholders according to shareholding ratio and for an amendment of the Company’s Memorandum Association No. 4 in order to be consistent with an increase of the Company’s registered capital.

(a) To 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


Agenda No. 11 To consider and approve about an allotment of new ordinary shares to accommodate the exercise of warrants for buying ordinary shares of the Company No. 1 (TNPC-W1).

(a) To 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


Agenda No. 12 To consider other issues (If any). (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


(5) Voting of the proxy holder in any agenda that is not specified in this proxy shall be considered as invalid and not my/our voting as a shareholder.

(6) 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 toconsider and vote on my/our behalf as he/she may deem appropriate in all respects.

Any acts performed by the proxy at this meeting shall be deemed to be the actions performed by myself /ourselves.

Signed_____________________ Signed_____________________

( ) ( )

Proxy Grantor Proxy Holder

Date April 2016 Date April 2016

Notes

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 many proxies for splitting votes.

2. In agenda regarding to appoint of directors, the ballot can be either for all the nominated candidates as a whole or for an individual nominee.

3. In case the considered agenda has more than the mentioned-above, the proxy grantor can specify in the attached supplemental proxy form.

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Supplemental Proxy Form

The proxy is granted by a shareholder of Thai Nam Plastic Public Company Limited

For the Annual General Meeting of Shareholders No. 47/2016 on Friday, 29th April 2016 at 14.00 hours atThonburi Ballroom, Millennium Hilton Bangkok Hotel, located at 123 Charoennakorn Road, Klongsan, Bangkok 10600 or such other date, time and place as may be postponed or changed.

Agenda No 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








I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects.

Signed_____________________ Signed_____________________ ( ) ( )

Proxy Grantor Proxy HolderDate April 2016 Date April 2016

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Annex 9

Articles of Association of Thai Nam Plastic Public Company Limited Relating tothe Annual General Meeting of Shareholders

Article 29. The directors are entitled to have compensation from the Company in the form ofsalary, reward, meeting allowance, gratuity, bonus or other form of remuneration inaccordance with the Articles of Association or as determined or laid down as a rule orfixed from time to time or until further change by the shareholders in meeting and isentitled to allowance and welfare benefits according to the regulation of the Company.In the cases mentioned in the foregoing paragraph, the right of the Company’s employees in the interests and the benefits as the Company’s employees is not affected in connection with being elected to be the directors.

Article 31. At every annual general shareholders’ meeting, 1/3 (one-third) of the Directors, or iftheir number is not multiple by three, then the number nearest 1/3 (one-third) mustretire from office.The Directors retiring on the first and second years following the registration of theCompany, shall be made by drawing lots. In every subsequent year, the Director whohas been longest in office shall retire. If, at any time, there are many longest-Directorsin the same period exceeding the number of the directors who should be retired at thattime, they shall be made by drawing lots.A retiring Director is eligible for re-election.

Article 50. In summoning a shareholding meeting, such as the general meeting and extraordinarymeeting, the Board of Directors shall prepare a notice of the meeting indicating theplace, date, time, agenda, and matters to be proposed to the meeting together withappropriate detail and specific each agenda for acknowledge approve or considerincluding opinion of the Board of Director in each agenda and shall summon to allshareholders whose names appeared in the register book of shareholders and forwardto the register book of shareholders not less than 7 (seven) days before the meetingdate.Each notice of meeting shall be invited to advertise in Thai newspaper distributed inBangkok in advance for 3 (three) consecutive days 3 (three) before the meeting date.

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Article 52. In a shareholders’ meeting, there must be shareholders and granting proxies from theshareholders’ (if any) holding not less than 25 (twenty-five) persons or not less than halfof all the number of shareholders with aggregated number of shares not less than 1/3(one-third) of the total paid-up shares, in order to constitute a meeting quorum.If within an hour from the time fixed for the shareholders’ meeting, the quorumprescribed by the first paragraph is not constituted and if summoning of the meetingwas made upon the requisition of shareholders, such meeting shall be dissolved. Ifsuch meeting is summoned not by the shareholders’ requisition, another meeting shallbe summoned and notice of the meeting shall be sent to the shareholders not less than7 (seven) days prior to the meeting date. At latest meeting, no quorum shall benecessary.

Article 57. The business which the Annual General Meeting should perform as follows :57.1) Consideration of the report of the Board of Directors which has been

proposed to the meeting on a report of the result of the business operationduring the past accounting period.

57.2) Consideration and approval of the Balance Sheet and the Statement of Profitand Loss of the previous accounting period.

57.3) Consideration of the allotment of the profit.57.4) Consideration the election of directors who had to retire from office.57.5) To appoint an auditor and fix the auditing fee.57.6) Other business.

Article 58. The auditor shall be appointed by the annual ordinary shareholders’ meeting. Theretiring auditors is eligible for re-election.

Article 59. The auditor’s compensation shall be fixed by the shareholders’ meeting.

Article 68. The dividend can not be paid out of any money, other than profit. Dividend shall bepaid equally, according to the number of shares.

Article 74. The Board of Directors shall have the balance sheet and profit & loss account whichare made at the end of the Company’s fiscal year to be submitted to the annualgeneral meeting of the shareholders for approval. These balance sheet and profit andloss account shall be audited by the Auditor before submitting to the meeting.

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Annex 10

Map of Thai Nam Plastic Public Co.,Ltd. of the Annual General Meeting of shareholders No. 47/2016 Place

Documents

THAI NAM PLASTIC PUBLIC COMPANY LIMITED 47-2559_English_201604… · 2) Miss Piyatida Mangkornkarn, Director 3) Mr. Kritasorn Mangkornkarn, Executive Director Board of Directors’