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90 Moo 1, Soi siamsilo, Poochaosamingphrai Rd., Samrongklang,
Phrapradaeng, Samutprakarn 10130
Tel. 0 � 2183 � 4567 Fax: 0 � 2183 � 4561
������ ���� �� ������������ �� ��� (�� �) THAI SUGAR TERMINAL PUBLIC COMPANY LIMITED
OFFICE/WAREHOUSE : 90 MOO 1, POOCHAOSAMINGPHRAI RD., SAMRONGKLANG,PHRAPRADAENG,SAMUTPRAKARN 10130 TEL.0-2183-4567 (6 LINES AUTO.) FAX : 0-2183-4561,2
'()*+,-)*/./+-'0*.1) : 90 2345 1 6.7489:1)'30-;<)= >.'()?<-,/)- @.;<A7<ABC- :.'3DE<7<),)< 10130 ?E<.0-2183-4567 (6 ')=@+>?*3+>0) ?E<')< 0-2183-4561 , 0-2183-4562
EA9FG=*9/HEGI F3:. 0107537001692 PUBLIC COMPANY REG NO. 0107537001692 E-mail : [email protected] Web Site: WWW.TSTEGROUP.COM
Ref : 016/2013
1 April 2013
Subject : Invitation to attend the Annual General Meeting of Shareholders for the year 2012 No.1/2013
To : Shareholders
The Board of Directors of the Company agreed to the Annual General Meeting of Shareholders
No.1/2013 on Thursday 25 April 2013 at 13.30 a.m. at Meeting Room the Thai Sugar Terminal Public Company
Limited, 90 Moo 1, Soi Siamsilo, Poochaosamingprai Rd., Samrongklang, Prapradang, Samutprakarn to consider
the following agendas:
1. To consider adopting the Minutes of the Annual General Meeting of Shareholders No. 1/2012
held on April 26, 2012.
Objective and reason : Company2s Annual General Meeting of Shareholders No.1/2012 on April 26,
2012 and has been recorded and submitted to the Stock Exchange of Thailand and the Ministry of
Commerce, within the time prescribed by law as well as disclosed on its website and then.
( Attachment 1)
Board of Director2s opinion : Comments should be present at the shareholders' meeting adopted the
minutes. The Commission considers that were recorded and reported accurately.
2. To acknowledge the Board of Director&s report on the year 2012 operations.
Objective and reason : The Board of Directors2 report on the year 2012
(Annual Report for the year 2012)
Board of Director2s opinion : Should report the results of the Company's 2012 annual meeting of
shareholders for acknowledgment.
3. To consider and approve the balance sheet and the profit and loss statement for the financial
year that ended on 31 December 2012.
Objective and reason : To be in accordance with the Public Companies Act. The Board has prepared
the balance sheet and financial statements at the end of its fiscal year submitted to the shareholders in
the Annual General Meeting for approval.(Annual Report : Part 2 Financial Statements for the year
2012)
Board of Director2s opinion : It is considered appropriate for the shareholders2 meeting to approve the
balance sheet and the profit and loss statements for the year ended 31 December 2012 which had
been considered by the Audit Committee and audited by the Certified Public Accountant.
4. To approve the allocation of profits for the year 2012 by paying a cash dividend and stock
dividend.
Objective and Reason : Company's profit for the year 2012 of 194,142,635 baht and had no
accumulated loss. As a result. (Attachment 3)
Board of Directors2 opinion : It is considered to propose that shareholders approving the
appropriation of net profit for the year 2012 and the dividends are paid:
- Dividend payment from 2012 operating results to ordinary shareholders at a rate of 0.24
baht per share amount of 31,679,993 Baht.
- Pay dividend shares of stock of the Company of 131,999,970 shares at the rate of 10
ordinary shares to 1 new share at par value of Baht 1 per share and a stock dividend of all
13,199,997 shares amounting to 13,199,997 baht dividend per share 0.10 Baht. Total of
stock dividend and cash dividend shall be paid at the rate of 0.34 Baht per share
accounted for 23.12 percent of the net profit for the year 2012. The dividends will be taxed
at source at the rate prescribed by law. Moreover, the dividend rate is the rate at which the
Board considers appropriate.
- Amount of 1,320,000 Baht to the statutory reserve as required by law.
5. To approve the capital reduction and the amendment of the memorandum of association,
Clause 4.
Objective and reason : Is the capital of the Company from 132,000,000 Baht to 131,999,970 by way of
allotment of such share of outstanding stock by resolution of the Annual General Meeting of
Shareholders for the year 2008 a total of 30 shares, par value of Baht 1 per share and amended Clause
4 of the Company in accordance with the reduction of capital. (Attachment 4)
Board of Directors2 opinion : That shareholders should approve the capital reduction and amendment
of Clause 4 to be consistent with the new capital.
6. To consider and approve the allotment of shares for the stock dividend.
Objective and reason : Issuing 13,199,997 new ordinary shares of 1 baht each to be allocated to the
existing shareholders in proportion to dividends paid to shareholders. (Attachment 4)
Board of Directors2 opinion : That shareholders should approve the allocation of shares for stock
dividend.
7. To approve the increase and amendment of the memorandum of association, Clause 4.
Objective and reason : The Company registered the increase in share capital of the company
registered capital of 145,199,967 Baht by the issue of 13,199,997 new ordinary shares of 1 Baht and the
amendment to Clause 4 of the Company to comply with the capital increase. (Attachment 4)
Board of Directors2 opinion : That shareholders should approve the capital increase by issuing new
shares for dividend and resolved in accordance with Clause 4 of the new capital.
8. To consider the election of directors to replace those retiring by rotation and approve the
director&s remunerations.
Objective and reason : A director from office by rotation in 2013 were.
1 Mr.Chalush Chinthammit Non-executive directors
2 Mr.Pong Chinthammit The authorized signatory
3 Mr.Chadej Insawang Director / Independent Director
4 Mr.Suang Ruangsook Director / Independent Director
5 Mr.Nisakorn Parkpean Director / Independent Director
The company has an opportunity for shareholders to nominate individuals that were qualified
and not disqualified to receive the election of directors under the criteria set out in the company's
website, but there was no nomination offered submitted to the company. Board Nomination and
Remuneration Committee has considered, including evaluation of their performance results and
recommended that those 5 directors retired by rotation be re-elected as the directors for another term.
(Attachment 5)
Board of Directors2 opinion : Board of Directors approved the proposal of the Nomination Committee
and Remuneration Committee, appropriate to propose to the shareholders meeting the election
Mr.Chalush Chinthammit Mr.Pong Chinthammit Mr.Chadej Insawang Mr.Suang Ruangsook and
Mr.Nisakorn Parkpean back to directors to another term, and proposes that shareholders approve the
remuneration of directors and committees as proposed by the Nominating Committee and Remuneration
Committee.
9. To consider and approve the appointment of auditors and fix their remuneration.
Objective and Reason : The Audit Committee has considered the nomination of Sam nak ngan AMC
Co., Ltd. By Mr.Aumpol Jumnongwat CPA Registration No. 4663 and / or Ms.Prapasri Leelasupa CPA
Registration No.4664 and/or Ms.Yupin Chumjai CPA Registration No.8622 as auditors of the Company
for the year 2013 total remuneration to be 550,000 Baht. (Attachment 6)
Board of Directors2 opinion : It is considered appropriate for the Meeting of Shareholders to appoint
Mr.Aumpol Jumnongwat CPA Registration No. 4663 and / or Ms. Prapasri Leelasupa CPA Registration
No.4664 and/or Ms. Yupin Chumjai CPA Registration No.8622 as auditors of the Company and its
subsidiaries by the year 2013 total compensation received 550,000 baht proposal of the Audit
Committee. Other audit fees have increased in addition to the above review has the power to delegate
the management expenses as appropriate.
10. To consider other business (if any)
Would like to invite all shareholders of the Company meeting date, time and place that the
details shown the attachment by concerted.
Yours sincerely,
By the order of the Board of Directors
(Mrs. Arunee Tritheppratima)
Company Secretary
Documentation of Annual General Meeting of Shareholders
For the year 2012 No. 1/2013
On April 25, 2013
1. Copy of Minutes of the Annual General Meeting of Shareholders No.1/2012 held on April 26, 2012.
2. To certify the Annual Report of the Board of Directors for 2012.( Annual Report )
3. To consider and approve the balance sheet and the profit and loss statement for the financial year that
ended on 31 December 2012. (Annual Report : Part 2 financial statements 2012 )
4. To approve the allocation of profits for the year 2012 by paying a cash dividend and stock dividend.
5. To approve the capital reduction and the amendment to Clause 4 of the Company.
6. To consider and approve the allotment of shares for the stock dividend.
7. To approve the increase and amendment of Clause 4 of the Company.
8. To consider the election of directors to replace those retiring by rotation and approve the director1s
remunerations.
9. To consider and approve the appointment of auditors and fix their remuneration.
10. To consider other business (if any)
11. Proxy Form and Guidelines for proxies, Registration, The proof of attendance.
12. Articles of Association relating to the meeting.
13. History and independent proxies
14. Map of meeting place
������ ���� �� ������������ �� ��� (�� �) THAI SUGAR TERMINAL PUBLIC COMPANY LIMITED
OFFICE/WAREHOUSE : 90 MOO 1, POOCHAOSAMINGPHRAI RD., SAMRONGKLANG, PHRAPRADAENG, SAMUTPRAKARN 10130 TEL.0-2183-4567 FAX : 0-2183-4561-2
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C?7DE;&7,FCEG 0107537001692 E-mail Address: [email protected] Web Site: www.tstegroup.com
Minutes of The Annual General Meeting of Shareholders No.1/2012
April 26,2012
at Meeting Room, 3rd Floor, Soi Siam Silo, Puchao saming phrai Road,
Samrong Klang Sub-district, Phra Pradaeng District, Samutprakarn Province.
The Meeting was convened at 11:00 hrs. Mr.Pricha Attavipach, Chairman of the Board of Directors,
presided as Chairman of the Meeting Chairman. Mrs. Arunee Tritheppratima, Corporate Secretary, acted as
Secretary of the meeting secretary. The Chairman reported that the Annual General Meeting of Shareholders was
attended by 30 shareholders or their representatives. There were 14 shareholders who attended the meeting by
themselves and held total of 34,175,293 shares. There were 16 representatives who held total of 73,866,019 shares.
The total shares held by the attendees were 108,041,312 or 81.85 percent of the total 131,999,970 shares. Which is
more than half of the paid-up shares of the Company a quorum in accordance with the regulations, the Secretary
introduced directors and executives of the Company and representatives who attended the meeting as following:
1. Mr. Pricha Attavipach Chairman / Independent Director
2. Mr. Prapas Chutimavoraphand Managing Director / Chairman of Executive Board
3. Mr. Chadej Insawang Chairman of Audit Committee/Independent Director
4. Mr. Pong Chinthammit Deputy Managing Director / Executive Director
5. Mr. Narong Chenlarpwatanakul Executive Director
6. Mr. Chanachai Chutimavoraphand Executive Director
7. Dr. Charnkrij Dejvitak Executive Director
8. Dr. Suphsorn Chayovan Executive Director
9. Mr. Suang Ruangsook Independent Director / Member of Audit Committee
10. Mr. Nisakorn Parkpean Independent Director / Member of Audit Committee
11. Ms. Jutatip Arunanondchai Independent Director
12. Mr. Chalush Chinthammit Director
13. Mr. Win Chinthammit Director
14. Mr. Somchai Chinthammit Director
15. Mr. Dhanadol Sujiphinyo Director
16. Mr. Suroj Tritheppratima Vice President of Thai sugar terminal Pcl., Ltd.
17. Mr. Punlop Hamataksin Vice President of TS oil industry Co., Ltd.
18. Mrs. Arunee Tritheppratima Company Secretary
19. Ms. Amornrat Hattakam Manager of Accounting Department
20. Mrs. Wanna Suratanasurang Manager of Finance Department
21. Mr. Prasan Chutimavoraphand Manager of Mill Plant and apartment
22. Ms. Parinda Nganprasertkit Sam Nak-Ngan A.M.C. Co., Ltd. (External auditors)
23. Mr. Opas Sriporngitkajorn The Midas Audit and Advisory Co., Ltd. (Internal auditors)
The Chairman informed the meeting that According to the company an opportunity for shareholders to
propose that is important in the business of the Company to the Board Committee and the Committee considers that
it is critical to business operations will be included in the agenda of the General Meeting of shareholders and
nominate candidates to be elected as directors and for shareholders to submit questions on the agenda prior to the
Annual General Meeting of Shareholders. The company has distributed information system of the Stock Exchange
and published on the website of the company, then it appears that no other shareholder proposals. To be included in
the agenda or persons to be nominated for election as directors at this meeting.
Prior to the meeting agenda, the Secretary explained how to vote at the meeting that Shareholders
attending the meeting in person or by proxy of shareholders entitled to vote will vote the shares held by the stock
was a sound one, so the vote on agenda. To the shareholders agreed with the full voting shares do not have to use
their ballots. For shareholders who wish to vote against or abstain to vote in the ballot by the check mark in front of
words that do not agree or abstain and given to company officials to be counted. The votes will be deducted from
the total number of shares at the meeting, and then will notify the vote the meeting and expressed through a vote by
the display 5 on the agenda, except to choose directors who retire by rotation and approved compensation.
Participants must submit ballots both agree and disagree with the vote. Officials to count the Company result of the
vote to the meeting via the display as well.
Secretary to report on how the voting has been completed, the Chairman asked the meeting agenda include
the following.
Agenda No. 1 - Approval of the Minutes of the Annual General Meeting of Shareholders No. 1/2011
The Chairman requested the meeting to consider and approve the Minutes of the Annual General Meeting
of Shareholders 1/2011 on April 28, 2011. In this regard, a copy of the minutes together with notice to attend the
meeting have already been sent to all shareholders. If any shareholder would like to make any changes to the
minutes, he/she could propose to the meeting.
There were no holds any objection or request to amend the minutes as otherwise the Chairman requested
the meeting. Shareholders approve the Minutes of the Annual General Meeting Meeting 1 / 2011 held on April 28,
2011 with a vote as follows:
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
The meeting concluded that the vote on and approve the Minutes of the Annual General Meeting
1/2011 held on April 28, 2011.
Agenda No. 2 * The Board of Director reported operating results for the year 2011
The Chairman informed the meeting that Board of Directors of the Company's reports for the year 2011 as
detailed Annual Report 2011 which was sent to shareholders with this Notice of the meeting. The Chairman will ask
the matter in recent years.
Chairman and Managing Director, summarized the meeting that in 2011 the amount of raw sugar and
white refined sugar into the service were 1,201,121 tons, up from a year ago to 822,480 tons or more per cent
217.22 a result of sugar transloading increased from 2010 to 30.511 billion baht, an increase of 79.81 percent.
For investment in the TS oil industry Co., Ltd.(Subsidiary) which the company holds 94.31 per cent for
refined palm oil for food manufacturing business was profitable in the fourth quarter of 2011 and itBs product
development and quality standards have been recognized as one of the palm oil brand "RAJA" into the market and
is currently sold in superstores and sold to a factory producing food. However, in the development and production
company continues to provide its business in a steady pace. This is to maximize the benefits to the Company and
shareholders of the Company in the future.
The meeting approved a resolution to acknowledge and results of operations of the Company during the
year 2011 with a vote as follows:
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
Agenda No. 3 * Approval of Balance Sheet and Profit and Loss Statements for the financial year that ended on
31 December, 2011
The chairman requested the meeting to consider and approve balance sheet and profit and loss
statements for the financial year that ended on 31 December, 2011. Which was considered by the Audit Committee
and audited by the Auditor. The details appear in the summary financial information in Part 2 of the Annual Report
2011 which was sent to shareholders with the Notice of this meeting. The Manager's report to the meeting.
The Manager of Accounting Department reported financial status and operating results for the financial
year that ended on 31 December, 2011 as following;
Under balance sheet the Company has current assets of 1,140.301 million baht, non-current assets of
1,129.818 million baht, total assets of 2,270.119 million baht, current liabilities of 1,187.685 million baht, non-current
liabilities of 145.452 million baht, total liabilities of 1,333.138 million baht, and shareholders' equity of 936.981 million
baht. Total liabilities and shareholders' equity is 2,270.119 million baht. Under consolidated statement of income for
2011, the Company has total revenues of 2,342.537 million baht, total cost from operation of 1,943.086 million baht,
net profit of 138.798 million baht or 0.97 baht (Ninety-seven wallets) per share. Compared to last year's profit of
62.514 million, an increase of 76.283 million baht or increase 122.02 percent. For the profit and loss statements year
2011 the company posted net profit of 68.742 million, down from a year ago, the number of 63.378 million or 47.97
percent. Since the year 2010, the Company received dividends from a subsidiary of 93.889 million, but the
performance sugar of transloading services for the year 2011, the Company had earnings from services increased by
30.511 million baht or 79.81 percent of sugar into storage and export of recent years has increased from 2010 to
822,480 tons, an increase of 217.22 percent.
After the manager of account detail present of the balance sheet and income statement 2011.
If shareholders have any questions or any objection to the Meeting of the balance sheet and income statement for
the year 2011 ended December 31, 2011 when no one is in any inquiry or complaint.
The meeting should vote with the following votes.
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
Concluded that the meeting unanimously approved the balance sheet and profit and loss account year
2011 ended December 31, 2011.
Agenda No. 4 * Approval of the appropriation of profit allocation and the payment of dividends for the year
2011
The Chairman informed the Meeting that, in accordance with the meetingBs approval of balance sheet and
profit and loss statements for the financial year that ended on 31 December, 2011, the CompanyBs net profit is
68,742,237 baht (Sixty-eight million seven hundred forty two thousand two hundred thirty seven baht) or 0.52 baht
(Fifty-two wallets) per share. According to the resolution of the Board of Directors Meeting 3/2012 on March 15,
2012, it was suggested that the profit allocation and the payment of dividends for the year 2011 should be done as
follows:
- Do not make allocation as a legal reserve because the Company already has sufficient legal reserve as
required by the law
- Payment of dividend for the operating results of the year 2011 To holders of ordinary shares of 131,999,970
shares at the rate of 0.24 baht (twenty-four wallets) per share, totaling 31,679,993 baht as a percentage
46.09 percent of the annual net profit of the year 2011.The payment of dividends to shareholders on May
25,2012.
In this regard, the Board of Directors reckoned that the dividend payment ratio as specified above was
appropriate. It was because, in 2012, the Company would need to repay loan to financial institutes as well as use a
part of the profit to maintain liquidity of the business.
The Chairman asked the General Meeting of shareholders to consider and, if no shareholder has any
questions to ask shareholders to vote, and shareholders voted with a vote as follows:
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
Concluded that the meeting approved the allocation of dividends for the fiscal year 2011 to the shareholders
approved the Board of Directors.
Agenda No. 5 * Approved the appointment of directors to replace those who are retiring by rotation and
approve the directors1 remunerations.
The Chairman informed the meeting that In accordance with its Article 14 states that Fin every annual
general meeting, the directors retire by rotation, one-third the rate. If the number of directors to be divided into three
sections that do not match. Then the number nearest to one-third, so the number of directors to retire by rotation in
Annual General Meeting 2012 are as follows, 5.
1. Mr.Prapas Chutimavoraphand Director / Executive Director
2. Mr. Narong Chenlarpwatanakul Director / Executive Director
3. Mr. Chanachai Chutimavoraphand Director / Executive Director
4. Mr. Suphsorn Chayovan Director / Executive Director
5. Mr. Charnkrij Dejvitak Director / Executive Director
Documents by the Company was attached to the invitation to the shareholders well in advance. The meeting
of the Nomination Committee and Remuneration Committee is of the opinion that the 5 directors have the
appropriate qualifications and competencies and create a work which is beneficial to the firm as a director as well,
and not prohibited by law and the Board of Directors Meeting No. 3 / 2012 held on 15 March 2012 resolved to
propose that shareholders elect directors who retire by rotation 5 people back into the director of the Company
continue for another term.
It will ask shareholders to vote on all directors individually by sending their ballots for both agree and
disagree with the vote to company officials. Incorporated count and Resolution of the Meeting acknowledged voting
with the display screen at the front conference room and a meeting to consider and with a vote as follows:
1. Mr.Prapas Chutimavoraphand Director / Executive Director
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
2. Mr. Narong Chenlarpwatanakul Director / Executive Director
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
3. Mr. Chanachai Chutimavoraphand Director / Executive Director
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
4. Mr. Suphsorn Chayovan Director / Executive Director
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
5. Mr. Charnkrij Dejvitak Director / Executive Director
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
The Meeting concluded that shareholders elect five directors who retire by rotation back into the director of
the Company continue for another term and by the company.
Chairman informed the meeting the Board of Director number 15 contains the toxin unit :
1. Mr. Pricha Attavipach Chairman / Independent Director
2. Mr. Prapas Chutimavoraphand Managing Director / Chairman of Executive Board
3. Mr. Chadej Insawang Chairman of Audit Committee/Independent Director
4. Mr. Pong Chinthammit Deputy Managing Director / Executive Director
5. Mr. Narong Chenlarpwatanakul Executive Director
6. Mr. Chanachai Chutimavoraphand Executive Director
7. Dr. Charnkrij Dejvitak Executive Director
8. Dr. Suphsorn Chayovan Executive Director
9. Mr. Suang Ruangsook Independent Director / Member of Audit Committee
10. Mr. Nisakorn Parkpean Independent Director / Member of Audit Committee
11. Ms. Jutatip Arunanondchai Independent Director
12. Mr. Chalush Chinthammit Director
13. Mr. Win Chinthammit Director
14. Mr. Somchai Chinthammit Director
15. Mr. Dhanadol Sujiphinyo Director
Then the president requested the meeting by the Compensation Committee Chairman informed the
meeting that The Board of Directors Nomination and Remuneration Committee of the Company considered opinion
that Remuneration received in the current rate appropriate to the scope of duties and responsibilities. As well as
consistent and comparable with the rate of remuneration in the same industry, then the rate is nearly the same level
is reasonable and the Committee's proposal for consideration and approval. The meeting proposed to the
Compensation Committee Annual 2012, with details appearing in the documents the Company has been sent to
every shareholder in advance, then you are.
Unit : Baht
Year 2012 Year 2011 Increase (decrease).
- Chairman of Board of DirectorsB remuneration (per month) 33,000.- 30,000.- 3,000.-
- DirectorBs Remuneration (each per month) 16,500.- 15,000.- 1,500.-
- Meeting Allowances for the Board of Directors (each per meeting) 10,000.- 10,000.- -
(no more than 1 meeting a month)
- Chairman of Audit CommitteeBs Remuneration (per month) 11,000.- 10,000.- 1,000.-
- Member of Audit CommitteeBs Remuneration (each per month) 5,500.- 5,000.- 500.-
- Meeting compensation for minor Board of Directors is up to (per meeting) 5,500.- 5,000.- 500.-
Compensation does not include the above does not include bonuses paid rate. It shall be at the discretion
of the Committee will consider the performance of the year.
The meeting and voted as follows:
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
The Meeting concluded that shareholders approve directors' remuneration are set as proposed.
Agenda No. 6 * The appointment and the determination of the remuneration of the auditors.
The Chairman presented to the conference. The Board Audit Committee has considered the performance of
The audit for the year 2011 and agreed to the appointment of the Sam Nak Ngan A.M.C. Co., Ltd. is the auditor of
the Company for the year 2012, Remuneration in the review and audit for the year 2012 and 460,000 (Four hundred
and sixty thousand baht) by Ms. Prapasri Leelasupha, CPA Registration No.4664, and/or Ms.Susan Eumvanitcha,
CPA Registration No.4306, and the Board of directors no.3/2012 on 15 March 2012, has approved the proposed
meeting of shareholders No.1/2012 and appoint an auditor for the year 2012 the Company with respect to the
Resolution of the Board of Directors on the proposed auditor for the year 2012. After the company announced in the
Notice of Meeting to shareholders, the Sam Nak Ngan A.M.C. Co., Ltd. sent a letter to the company. I would add
that an auditor will request Mr. Ampol Jumnongwat CPA Registration No.4663 is proposed for consideration at the
meeting. There were no questions, and share any other person.
The Chairman requested the Meeting to vote by ballot at the meeting as follows:
Approved 108,041,312 votes, equal to 100.00
Disapproved - votes, equal to -
Abstained - votes, equal to -
That the meeting approved the appointment of auditors and the audit for the year 2012, as proposed and
approved by the management with the authority to pay other expenses. In addition to auditing the auditor as
appropriate.
And to provide accounting and auditing standards of the company and its subsidiaries as the Board of
Directors of the Company has resolved to propose to the Annual General Meeting of 1/2012 of each company. To
approve the appointment of the Sam Nak Ngan A.M.C. Co., Ltd. as the auditors for the year 2012 all of its
subsidiaries. The remuneration of the auditor of a total of 1,012,000 baht (One million, one thousand, two thousand
baht) as detailed in the document has already been considered.
Agenda No. 7 * Others (If any)
The Chairman informed the meeting that When a shareholder any other offer to be held. If shareholders
have any additional questions about the business of the Company and its subsidiaries. Board of Directors and
Management are pleased to answer to shareholders increased understanding.
There were no share issues whatsoever
The President announced the results of its palm oil refinery plant TS Oil Industry Co., Ltd. (a subsidiary) that
the company begun full-scale palm oil refinery since June 2010. To Present the company can bring consumers into
the market of household appliances, households, restaurants and food retailers can be supplied by the department
superstore and sells to the well known industrial food products. The results for the year 2011 the company was
profitable, which would affect the Thai Sugar Terminal Pcl,.Ltd. as shareholders and in the future benefits to the
shareholders.
The Chairman then thanked all shareholders who take the time to attend this meeting. And the meeting
closed.
Meeting closed at 11.45 pm
------------------------------------
(Mr. Pricha Attavipach)
Chairman
-------------------------------------------
(Mrs. Arunee Tritheppratima)
Company Secretary
For consideration according to Agenda 4 :
To consider and approve the stock dividend and cash dividend payment for the year 2012�s operations
results.
According to the resolutions of Board of Directors� meeting No.3/2013 held on March 14, 2013 that the
company will allocate the company�s net profit as at December 2012 to shareholders as follows :
- Pay the cash dividend of Baht 0.24 per share in the amount of not exceeding 31.68 Million Baht.
- Pay dividend by common share at ratio (Old : New) 10:1 at par value of Baht 1, total of 13,199,997
shares or total value of Baht 13,199,997. In case of a fraction of share remaining, the company will
pay in cash at the rate of Baht 0.10 per share.
- Allocate of net profit at the amount of Baht 1,320,000 (One Million and Three Hundred Twenty
Thousand Baht) for legal reserves.
Total of stock dividend and cash dividend shall be paid at the rate of 0.34 Baht per share. All
dividends shall be deducted for the withholding tax at the rate stipulated by law.
Board of Directors, has considered and determined whether the dividend payment to shareholders at
a rate above are appropriate because during the 2012�s year the Company have the investment to develop
the service and to generate other benefits to the businesses that will result in a profit to the shareholders in
the future include:-
- Warehouse Improvement and repair roads within the area is 32 Million Baht.
- Purchasing 3 transport boat for transport of sugar to load on vessels at 16 Million Baht.
- Buy land of 15 7 2 - 45 Rai in order to build new warehouses and
For real estate development at 156 Million Baht.
- Invest in the Increasing stock capital of T S Oil Industry Co., Ltd. (subsidiary) 287 Million Baht.
Total 491 Million Baht.
Dividend payment during the past year
Year 2012 Year 2013
Net profit (Baht) 68,742,237 194,142,635
EPS (Baht) 0.52 1.47
Total Ordinary Shares 131,999,970 131,999,970
Cash Dividend payment (Baht per share) 0.24 0.24
Stock Dividend payment (Shares dividend New : Old) - 10 : 1
Total amount (Shares) - 13,199,997
Stock Dividend payment (Baht per share) - 0.10
Total of stock dividend and cash dividend (Baht per share) 0.24 0.34
Dividend Payment Policy
The Company had the dividend payment policy at the rate of no less than 50% of the Company�s net profit
after juristic person income tax and legal reserve from the financial statement if there are no other necessary
causes and such dividend payment does not impact the company and it�s subsidiaries� performance. The
dividend payment shall review various factors for consideration such as performance, financial status, liquidity,
business expansion plan etc.
Attachment 3
For consideration according to Agenda 5 :
To considered and approve the decreased of the Company�s registered capital and to amend the
Memorandum of Associations, Clause 4 to be corresponded with the decrease of register capital
As per the resolutions of Board of Director No. 3/2013 which held on March 14, 2013, approved to
propose the shareholders� meeting to consider and approved to allocate the company�s net profit by cash
dividend and stock dividend, then the shareholders� meeting should approved the decrease of the
company�s registered capital from Baht 132,000,000 to Baht 131,999,970 divided into 131,999,970 shares by
eliminating 30 ordinary shares with the par value of One (1) Baht per share, remaining from the allocation of
stock dividend per the resolution of the AGM for the year 2008, and also amendment of the Company�s
Memorandum of Associations, Clause 4 to be corresponded with the capital decrease as follows :
Clause 4. Comply with registered capital of the Company is as follows
BClause 4. Register Capital 131,999,970 Baht (One Hundred Thirty One Million Nine Hundred Ninety-
NineThousand and Nine Hundred Seventy Baht)
Divided to 131,999,970 Shares (One Hundred Thirty One Million Nine Hundred Ninety-
Nine Thousand and Nine Hundred Seventy Shares)
Par Value 1 Baht (One Baht)
Which is classified into :
Ordinary Share 131,999,970 Shares (One Hundred Thirty One Million Nine Hundred Ninety-
Nine Thousand and Nine Hundred Seventy Shares)
Preference Share - Share ( - Share)
For consideration according to Agenda 6 :
To consider and approve the increased shares allocation to support the stock dividend
The shareholders� meeting should consider and approve the allocation of the increased ordinary shares of
13,199,997 shares at par value of Baht 1per share at the ratio of (Old : New) 10:1 to support the stock
dividend payment.
For consideration according to Agenda 7 :
To considered and approve the increased of the Company�s registered capital and to amend the
Memorandum of Associations, Clause 4 to be corresponded with the increase of register capital
The shareholders� meeting should consider and approved the increase of the company�s registered capital by
issuing 13,199,997 new ordinary shares for capital increase at the par value of Baht 1 each, amounting to
Baht 13,199,997 with the par value of One (1) Baht per share, and amendment to Clause 4 of the Company�s
Memorandum of Association to be corresponded with the capital increase as follows :
"Clause 4. Registered capital 145,199,967 Baht (One Hundred Forty Five Million One Hundred Ninety
Nine Thousand and Nine Hundred Sixty Seven Baht)
Dividing into 145,199,967 Shares (One Hundred Forty Five Million One Hundred Ninety
Nine Thousand and Nine Hundred Sixty Seven Shares)
Value of share 1 Baht (One Baht)
Which is classified into
Ordinary shares 145,199,967 Shares (One Hundred Forty Five Million One Hundred Ninety
Nine Thousand and Nine Hundred Sixty Seven Shares)
Preferred shares - 0 - Shares ( - Share )
Attachment 4
Attachment for Agenda 8 - To consider the election of directors to replace those retiring by
rotation and approve the director�s remunerations.
Details of the director who are retiring by rotation and propose to re-election to be the
company�s director
Type of Director proposed to be appointed : Non - Executive Director
Name-Surname : Mr.Chalush Chinthammit
Age : 44 Years Old
Nationality : Thai
Address : 42/2 Soi Sukhumvit 31 (Sawasdee),
Klongton Nua Subdistrict, Wattana District, Bangkok.
Educational background : BBA, Finance and Banking, Assumption University
MBA, Finance & Banking, Mercer University, U.S.A.
Training on course for director : Certificate of Director Accreditation Program (DAP 17/2004)
Thailand Institute of Director (IOD)
Current Position : Non - Executive Director
Thai Sugar Terminal Public Company Limited and its subsidiaries
Number of year in the position : 25 July 2007, Amount 5 Year 8 Month
Number of time attending the Board of Directors Meeting : 12 out of 14 times the normal rotation
Company<s shareholding as of December 31, 2012 : 66,000 shares (0.05%)
Relationship with family and executive : Grandchildren of Mr. Somchai Chinthammit Non - Executive Director
Standard Procurement Process : Subject : BAppointing or Revoking DirectorC in the 2012<s Annual Report
Management topics BThe appointment and removal of directorsC
Have / Have no conflict of Interest in the agenda related : None
to independent directors
Current position in other company
(a) Non-listed company : Executive Vice President Tamaka Company Limited
: Executive Vice President New Krungthai Sugar Factory Company Limited
: Executive Vice President New Kwang Sun Lee Sugar Company Limited
: Executive Vice President Khon Kaen Alcohol Company Limited
: Director KSL Export Trading company Limited
: Director Khon Kaen Electicity Company Limited
: Director Sawan Naket Sugar company Limited
(b) Listed Company : Executive Vice President Khon Kaen Sugar Public Company Limited
(c) Name, business cases that may cause conflicts of interest : None
(During the past two years)
Disqualification : No record on criminal case related to property committed with dishonest intent
No record on conducting transaction that may cause conflict of interest with
the company during the previous years.
Details of the director who are retiring by rotation and propose to re-election to be the company�s director
Type of Director proposed to be appointed : Executive Director
And authorized signatory
Name-Surname : Mr. Pong Chinthammit
Age : 56 Years Old
Nationality : Thai
Address : 24 Patkasem Soi 63, Lak song Subdistrict,, Bangkae District, Bangkok.
Educational background : Bachelor Degree of Science, Industrial Technology, Roger Williams University.
Training on course for director : Certificate of Director Accreditation Program (DAP 10/2004)
Thailand Institute of Director (IOD)
Current Position : Executive Director (Authorized Director)
Thai Sugar Terminal Public Company Limited and its subsidiaries
Number of year in the position : 9 May 1996, Amount 16 Year 11 Month
Number of time attending the Board of Directors Meeting : 14 out of 14 times the normal rotation
Company<s shareholding as of December 31, 2012 : None
Relationship with family and executive : Uncle of Mr. Win Chinthammit Non-Executive Director
Standard Procurement Process : Subject : BAppointing or Revoking DirectorC in the 2012<s Annual Report
Management topics BThe appointment and removal of directorsC
Have / Have no conflict of Interest in the agenda related : None
to independent directors
Current position in other company
(a) Non-listed company : Senior Executive Vice President Prachuap Industry Company Limited
Senior Executive Vice President K.C. Agriculture Company Limited
Director K.S.L. Export Trading Company Limited
(b) Listed Company : None
(c) Name, business cases that may cause conflicts of interest : None
(During the past two years)
Disqualification : No record on criminal case related to property committed with dishonest intent
No record on conducting transaction that may cause conflict of interest with the
company during the previous years
Details of the director who are retiring by rotation and propose to re-election to be the company�s director
Type of Director proposed to be appointed : Audit Committee / Independent Director
Name-Surname : Mr. Suang Ruangsook
Age : 79 Years Old
Nationality : Thai
Address : 141 Sukhumvit 62, Bangjak Subdistrict,
Praka Knong District, Bangkok. 10120
Educational background : Advanced Accounting Certificate, Bangkok Business College.
Training on course for director : Certificate of Director Accreditation Program (DAP 37/2005)
Thailand Institute of Director (IOD)
Current Position : Audit Committee / Independent Director
Thai Sugar Terminal Public Company Limited
Number of year in the position : 22 April 1998, Amount 15 Year
Number of time attending the Board of Directors Meeting : 14 out of 14 times the normal rotation
Company<s shareholding as of December 31, 2012 : 271,920 shares (0.21%)
Relationship with family and executive : None
Standard Procurement Process : Subject : BAppointing or Revoking DirectorC in the 2012<s Annual Report
Management topics BThe appointment and removal of directorsC
Have / Have no conflict of Interest in the agenda related : None
to independent directors
Current position in other company
(a) Non-listed company : Director PDTL Trading Limited Partnership
Advisory Director Eastern Sugar and Cane Public Company Limited
(b) Listed Company : None
(c) Name, business cases that may cause conflicts of interest : None
(During the past two years)
Disqualification : No record on criminal case related to property committed with dishonest intent
No record on conducting transaction that may cause conflict of interest with the
company during the previous years
Details of the director who are retiring by rotation and propose to re-election to be the company�s director
Type of Director proposed to be appointed : Chairman of Audit Committee
/ Independent Director
Name-Surname : Mr. Chadej Insawang
Age : 66 Years Old
Nationality : Thai
Address : 414 Soi Pattanakarn 30, Pattanakarn Rd,
Suan Luang Subdistrict, Suan Luang District, Bangkok.
Educational background : Bachelor Degree of Law ,Thammasat University.
Master Degree of Political Science,Thammasat University.
Training on course for director : Certificate of Director Accreditation Program (DAP 76/2008)
Thailand Institute of Director (IOD)
Current Position : Chairman of Audit Committee / Independent Director
Thai Sugar Terminal Public Company Limited and its subsidiaries
Number of year in the position : 30 April 2008, Amount 4 Year
Number of time attending the Board of Directors Meeting : 12 out of 14 times the normal rotation
Company<s shareholding as of December 31, 20101: None
Relationship with family and executive : None
Standard Procurement Process : Subject : BAppointing or Revoking DirectorC in the 2012<s Annual Report
Management topics BThe appointment and removal of directorsC
Have / Have no conflict of Interest in the agenda related : None
to independent directors
Current position in other company
(a) Non-listed company : None
(b) Listed Company : None
(c) Name, business cases that may cause conflicts of interest : None
(During the past two years)
Disqualification : No record on criminal case related to property committed with dishonest intent
No record on conducting transaction that may cause conflict of interest with the
company during the previous years
Details of the director who are retiring by rotation and propose to re-election to be the company�s director
Type of Director proposed to be appointed : Chairman of Nominating and
Remuneration Committee
/ Audit Committee / Independent Director
Name-Surname : Mr. Nisakorn Parkpean
Age : 65 Years Old
Nationality : Thai
Address : 4 Moo 3, Huitabmon Tambol, Khao Chamao Amphoe, Rayong Province.
Educational background : Bachelor Degree of Accounting, Chulalongkorn University.
Training on course for director : Certificate of Director Accreditation Program (DAP 30/2004)
Thailand Institute of Director (IOD)
Current Position : Chairman of Nominating and Remuneration Committee
/ Audit Committee / Independent Director
Thai Sugar Terminal Public Company Limited and its subsidiaries
Number of year in the position : 19 April 2002, Amount 11 Year
Number of time attending the Board of Directors Meeting : 12 out of 14 times the normal rotation
Company<s shareholding as of December 31, 2012 : 178,200 shares (0.14%)
Relationship with family and executive : None
Standard Procurement Process : Subject : BAppointing or Revoking DirectorC in the 2012<s Annual Report
Management topics BThe appointment and removal of directorsC
Have / Have no conflict of Interest in the agenda related : None
to independent directors
Current position in other company
(a) Non-listed company : Chairman Siam Furline Company limited
Managing Director Thai Teak Asset Company Limited
(b) Listed Company : None
(c) Name, business cases that may cause conflicts of interest : None
(During the past two years)
Disqualification : No record on criminal case related to property committed with dishonest intent
No record on conducting transaction that may cause conflict of interest with the
company during the previous years
Attachment 5
For consideration of the approval of payment of Director�s Remuneration Director�s Remuneration
The Nominating and Remuneration Committee�s meeting No. 1/2013 on 1 March 2013 considered and proposed to the
Board of Directors� Meeting No. 3/2013 on 14 March 2013 considered and commented, Compensation of Directors and Committees
of the Company in a satisfactory return to the same business group. However, the Board of Directors are paid only the Thai Sugar
Terminal Public Company Limited is the only company of its Board of Directors serve without compensation, which has expanded the
business several varieties.
1. T S WAREHOUSE COMPANY LIMITED Warehouses Business for goods awaiting delivery
2. T S OIL INDUSTRY COMPANY LIMITED Palm oil Refinery factory
3. T S G ASSET COMPANY LIMITED Residential building rental business
4. T S TRANSPORT AND LOGISTICS COMPANY LIMITED Business of manufacturing plastic packaging bags
The meeting agreed to propose to the Board for approval to the Annual General Meeting of Shareholders No.1/2013
approved the remuneration of Directors and various committees thus.-
Unit : Baht
2012 2013 Increase (decrease)
- Chairman of Board of Directors� remuneration (per month) 33,000 33,000 -
- Director�s Remuneration (each per month) 16,500 16,500 -
- Meeting Allowances for the Board of Directors (no more than 1
meeting a month)
10,000 11,000 1,000
- Chairman of Audit Committee�s Remuneration (per month) 11,000 11,000 -
- Member of Audit Committee�s Remuneration(each per month) 5,500 5,500 -
- Meeting compensation for Minor Board of Directors is up to
(per meeting)
5,000 6,000 1,000
Incidentally, the above remuneration does not include bonuses paid late and should be paid at a rate not exceeding six
times the rate of monthly compensation.
Guidelines on Remuneration of Directors and Committees
The Board of Directors has assigned the Nominating and Remuneration Committee to review and identify the proper
remuneration for the Board of Directors in order to comply with the duties and responsibilities of the Board of Directors, company�s
financial status, and to be comparable with the company in the same business group. The remuneration is paid as meeting
allowance and bonus.
Duties and responsibilities of the Board of Directors
1. Take care of and manage the company according to the law, company�s objectives and regulations, including the
shareholder meeting�s resolution with honesty, and try it best to maintain the company�s benefit.
2. Identify the policy and direction of the company�s operations, and monitor and supervise the management to efficiently
and effectively perform according to the specified policies in order to add the economic value to the company and
create the pleasant return to shareholders.
3. Control, monitor, and supervise the management and administration of the Executive Board in order to comply with the
policy assigned, except the following issues, the Board of Directors must be approved from the shareholders before
taking actions.
3.1 Issues identified by the law to be approved by the shareholders� meeting
3.2 Related transactions with the value exceeding 3% of net tangible asset of the latest financial statement.
3.3 Acquiring or selling the important assets with the value exceeding 50% of total assets of the latest
financial statement.
4. Approve the human resource management policy and executive development plans, identify the remuneration, and
recruit and identify the successors of high-ranking executives, and evaluate the performance of CEO, managing
director, and take care of the company in order to possess the effective process in evaluating the performance of high-
ranking executives.
5. Monitor and supervise the internal auditors and external auditors in order to work effectively.
6. Approve the quarterly and annual financial statements, and take care of the preparation of financial statement
according to the generally accepted accounting standards.
7. Shall arrange the Board of Directors meeting once a month and / or in case that there are urgent issues for the Board�s
consideration and it is not possible to wait for the approval from the monthly meeting, the Board of Directors shall
arrange the additional meeting deemed as appropriate.
- Identify the clear meeting agendas in advance of the meeting throughout the year such as the agenda for
certification, notification, consideration, and other agendas.
- Considering various agendas must fairly realize the benefits of shareholders and relevant parties.
- Open the opportunity for expressing the opinions freely.
- Identify sufficient time for considering each agenda in order to discuss and express the opinions prudentially
by chairman of the Board of directors shall properly control meeting time.
8. Accountable to shareholders. By providing a channel of communication between shareholders and stakeholders with
appropriately.
9. Have honesty and integrity in business operations.
10. The directors may seek the experts from various areas for the accurate decisions.
11. The directors must have knowledge, experience proficiency beneficial to the business operations and must be
interested in the company where they serve as the directors.
12. The Board of Directors must arrange the shareholders� meeting as the annual ordinary shareholders� meeting with in
4 months from the closing date of the end-of-year company�s balance sheet. For other meetings shall be called
extraordinary meeting. The Board of Directors shall call for the shareholders� extraordinary meeting at anytime deemed
as appropriate.
13. Board of Directors shall have the balance sheet and profit and loss account at the end of each year, the company
proposed to the shareholders. Annual General Meeting to approve the balance sheet and profit and loss account. The
Board of Directors shall arrange for the auditor to complete the inspection prior to the meeting of shareholders.
Duties and responsibilities of Audit Committee
1. Audit the company�s financial reports accurately and sufficiently.
2. Audit the company�s internal control system and internal audit properly and effectively.
3. Audit the company�s compliance according to the laws regarding securities and stock markets, stock market�s
requirement or other laws related to the company�s businesses.
4. Review, select, and propose the appointment of company�s external auditor and fix the audit fee.
5. Consider the accurate and complete disclosure of the company�s information in case of related transactions or
transactions that may lead to conflict of interest.
6. Prepare the Audit Committee�s report by disclosing such report in the company�s annual report, and such report must
be signed by Chairman of Audit Committee.
7. Perform other duties as assigned by the Board of Directors with the approval from Audit Committee.
Duties and Responsibilities of Nominating and Remuneration Committee
1. Recruit and nominate persons who have proper qualifications to be the company�s directors in order to propose to the Board of
directors for consideration in case of vacancies.
2. Audit the structure, size, and components of the Board of Directors and provide recommendations in case that it is necessary
to change such abovementioned.
3. Evaluate the performance of the Board of Directors every year in order to report to the Board of Directors.
4. And review the policy framework and guidelines for remuneration and other benefits that are appropriate for
Chief of Executive Officer and in accordance with their responsibilities and comparable to levels observed in the
group. The same industry and in accordance with the policy of the Commission, In connection with the performance of
the company and the results performance of each director and should be considered a change to existing
shareholders at the meeting presented to the Board of Directors for presentation to the shareholders for approval next.
5. Perform other relevant actions according to this regulation as stipulated by the Board of Directors.
Attachment 6
For the consideration in Agenda 9 : Appointment of auditor and fixing the auditing fees
Following the Public Limited Companies Act, which states that the Shareholders Meeting shall appoint auditor and
determine remuneration by suggestion from Audit Committee, Board of Directors Meeting of 3/2013 dated 14 March 2013 considered
proposing Shareholders Meeting for the approval of auditor from SAM NAK-NGAN A.M.C. Co., Ltd. as auditors of the Company for the year
2013. The name of auditors were as follow:
- Mr. Ampol Jumnongwat CPA Registration No.4663 Number of years been auditing the company 1 year or
- Ms. Prapasri Leelasupa CPA Registration No.4664 Number of years been auditing the company 9 year or
- Ms. Yupin Chumjai CPA Registration No.8622 Number of years been auditing the company - year
The auditor is the one to check and sign the audit report, If the auditor does not have an office. Other provision of the
CPA's office instead.
In addition, the Board of Directors proposed the Meeting to consider and approve the remuneration of the Auditors for the
year 2013 thus -.
Unit : Baht
2013 2012 Change Increase (decrease)
- Annual fee 550,000 460,000 90,000
The reason for the increased rate of remuneration paid to auditors for audit quarterly financial statements as at a lower
rate than the standard business checking account in the same business group and not the rate of return in the past year.
In addition, the Board of Directors of the subsidiary should have resolved to propose to the Annual General Meeting of
shareholders of each company approved the appointment of the SAM NAK-NGAN A.M.C. Co., Ltd. is an auditor by the year 2013 to
be paid as follows :
1. T S Warehouse Company Limited Annual fee 2013 Amount 90,000 Baht
2. T S Oil Industry Company Limited Annual fee 2013 Amount 350,000 Baht
3. T S G Asset Company Limited Annual fee 2013 Amount 70,000 Baht
4. T S Transportation and Logistics Company Limited Annual fee 2013 Amount 160,000 Baht
Total consideration for the audit of the Thai Sugar Terminal Public Company Limited and its subsidiaries. Totaling
1,220,000 Baht (One million two hundred twenty thousand).
The SAM NAK-NGAN A.M.C. Co., Ltd. and the CPA is not a person or item that might cause a conflict of interest with the
Company and its subsidiaries and who are not shareholders of the Company and its subsidiaries.
������ ���� �� ������������ �� ��� (�� �) THAI SUGAR TERMINAL PUBLIC COMPANY LIMITED
OFFICE/WAREHOUSE : 90 MOO 1, POOCHAOSAMINGPHRAI RD., SAMRONGKLANG, PHRAPRADAENG, SAMUTPRAKARN 10130 TEL.0-2183-4567 FAX : 0-2183-4561-2
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C?7DE;&7,FCEG 0107537001692 E-mail Address: [email protected] Web Site: www.tstegroup.com
1 April, 2013
Re: Empowerment to proxy in the Annual General Meeting of Shareholders for the year 2012 No.1/2013
To: Shareholders
Thai Sugar Terminal Public Company Limited meeting date for Annual General Meeting of Shareholders
for the year 2012 No.1/2013, at Meeting Room floor 3, the Thai Sugar Terminal Public Company Limited, 90 Moo 1,
Soi Siamsilo, Poochaosamingprai Rd., Samrongklang, Prapradang, Samutprakarn 10130 which will be hold on 25 April 2013
at 13.30 p.m. To consider the various agenda items. The details appear Notice of Annual General Meeting of shareholders that;
In case that you are not able to attend the aforementioned meeting, please give your proxy to other people or
either of the following persons:
1. Mr. Pricha Attavipach Chairman/Independent Director
Age 75 Years, Residising at 21 Soi Soonvijai 1, New Petchburi Road, Bangkapi Subdistrict, Huaikwang district, Bangkok..
2. Mr. Chadej Insawang Chairman of Audit Committee/Independent Director
Age 66 Years, Residising at 414 Soi Pattanakarn 30, Pattanakarn Road, Suanlaung Subdistrict, Suanlaung district,
Bangkok..
3. Ms. Jutatip Arunanondchai Member of Nominating and Remuneration Committee/Independent Director
Age 42 Years, Residising at 21 Soi Phromsri, Khlong Tan Nuea Subdistrict, Watthana district, Bangkok.
To attend and vote on which you list above, the Committee has no interest in the agenda. The Company
provides a Proxy Form B. This is the items. The grant comes to you with detailed and clear request, please fill in the
blanks of who you wish to appoint a proxy to attend and vote and signing the proxy. In the proxy, you may express their
wish to vote, in accordance with that agreed, Disagree, or Abstain in the proxy for your proxy to vote the wishes of you may.
I you appoint directors or any person above to attend and vote. Please send the proxy form back to the Corporate
Secretary prior to the company before the meeting day to order in preparation for the meeting.
Sincerely yours,
(Mrs. Arunee Tritheppratima)
Company Secretary
Proxy Form B
Made at............................................................................................
Date.....................Month ............................................Year������.
(1) I / We ........................................................................���................................................�. Nationality���.........................................................�...........
Residing at No...............��..................... Street .�����............................................................................ Sub-district ��........................�...............................................
District ..............................................................�����............... Province ..��......................................................................... Post Code.����..�.............................
(2) As a shareholder of Thai Sugar Terminal Public Company Limited,
holding a total number of............................................................................ shares and having total voting right of.................................................................� .� votes as follow:
Ordinary share..........................................................................shares, with the voting right of.....................................................................votes
Preferred share...�..........................................................�.... shares, with the voting right of.................................................................... votes
(3) Hereby appoint
(1) Name........����..............................����..��.����.�.Age��...................Year Residing at No.........................................................
Street��������..�.Sub-district...............................District............................Province.........................Post Code.................................�OR
(2) Mr. Pricha Attavipach Age 75 years, Residing at No. 21 Soi Soonvijai 1, New Petchburi Road, Bangkapi Subdistrict, Huaikhwang district,
Bangkok Post Code 10310 OR
(3) Mr. Chadej Insawang Age 66 years, Residing at No. 414 Soi Pattanakarn 30, Pattanakarn Road, Suanlaung Subdistrict, Suanlaung district,
Bangkok Post Code 10250 OR
(4) Ms. Jutatip Arunanondchai Age 42 years, Residing at No. 21 Phrom Si Soi, Klong ton nua Subdistrict, Wattana district
Bangkok Post Code 21110
anyone of the aboves as my/our Proxy to attend and vote on my/our behalf at the Annual General Meeting of Shareholders for the year 2012
No.1/2013 to be held on April 25, 2013 at 13.30 p.m., at Meeting Room Floor 3 ,The Thai Sugar Terminal Public Company Limited, 90 Moo 1, Siam si lo Soi,
Poochaosamingphrai Rd., Samrongklang, Phrapradaeng, Samutprakarn 10130, or at any adjournment thereof to any other day, time and venue.
(4) In this meeting, I/We hereby appoint my/our Proxy to vote as follows:
Agenda 1 To adopt the Minutes of the AGM of Shareholders No.1/2012 held on April 26, 2012.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 2 To certify the result of the Company operations for the year 2012.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 3 To consider and approve the Balance Sheet and the Profit and Loss Statements for the year ended 31st December, 2012.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 4 Approval the allocation of profit and dividend payment and stock dividend payment.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 5 To consider and approve the decreased of the Company4s registered capital by eliminate the 30 ordinary shares with the par value of
Baht 1, remaining from the allocation of stock dividend per the resolution adopted from the AGM 2008, and to amend the Memorandum of
Associations, Clause 4 to be corresponded with the decrease of register capital.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- �
Duty
Stamp
20 Baht
Agenda 6 To consider and approve the increased shares allocation to support the stock dividend payment.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 7 To consider and approve the increased of the Company4s registered capital 13,199,997 shares to support the stock dividend payment
and to amend the Memorandum of Associations, Clause 4 to be corresponded with the increase of register capital.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 8 To consider and approve the appointment of directors replacing those retired by rotation and approve the director4s remunerations and
pension.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Appointment of the certain directors as follows:
Name of Director: Mr.Chalush Chinthammit
Approve Disapprove Abstain
Name of Director: Mr.Pong Chinthammit
Approve Disapprove Abstain
Name of Director: Mr.Chadej Insawang
Approve Disapprove Abstain
Name of Director: Mr.Nisakorn Parkpean
Approve Disapprove Abstain
Name of Director: Mr.Suang Ruangsook
Approve Disapprove Abstain
Agenda 9 To consider and approve the appointment of auditors and fixing the Auditing fees for the year 2013.
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
Agenda 10 To consider other business (if any)
(a) Authorizing the Proxy to vote for every items at his/her own discretion.
(b) The Proxy shall vote in accordance with my/our instruction as marked (/) in the selected agendas herein:
Approve Disapprove Abstain
(5) Voting of the Proxy on any agenda that is not in accordance with my/our instruction stated herein. Will be regarded as incorrect voting and will not be
regarded as a vote of shareholder.
(6) In case I/We have not stated my/our instruction of how to vote, or such instruction is ambiguous, or in cases this meeting has to consider or approve any other
matter other than the items stated herein, as well as there is any change of any fact, the Proxy shall be entitled to freely vote at his/her own discretion.
All acts undertaken by the Proxy at this meeting, except the case that the Proxy did not vote as instructed herein, shall be deemed as my/our own act (s) in
every respect.
Signed ................................................................................................................. shareholder
( )
Signed ................................................................................................................. Proxy
( )
Remarks : 1. The voting right has to be assigned to only one Proxy, therefore, this voting right can not be divided and separately assigned to more than one Proxy.
2. For the election of directors, the voter may elect some or all of the nominees.
Procedures for Registration & Appointment of Proxy
For the Annual General Meeting of Shareholders for the Year 2012 No.1/2013
Thai Sugar Terminal Public Company Limited
Thursday, April 25, 2013 at 13.30 p.m.
---------------------------------------
1. Registration
- The Shareholders or proxies can register their attendance and submit documents or evidence for inspection at the place of the
meeting before the time of the meeting, starting from 12:00 a.m. on April 25, 2013.
2. Attendance of Meeting in Person
- Please present the original identification card, government official identification card or passport (in case of foreign shareholders)
for registration. In the event of change of name, last name, evidence certifying such change must also be presented.
3. Appointment of Proxy
- A Shareholder must appoint only one proxy to attend and vote at the Meeting in accordance with the form of proxy attached hereto.
- If a Shareholder wishes to appoint the Company*s director to be his/her proxy, he/she may appoint:
� Mr. Pricha Attavipach Chairman/Independent Director 75 years or
� Mr. Chadej Insawang Chairman of Audit Committee/Independent Director 66 years or
� Ms.Jutatip Arunanondchai Member of Nominating and Remuneration Committee 42 years
Independent Director
- Details of proxy is attached to this document.
- For convenience, please deliver the form of proxy with documents or evidence to the Company at
Office of the Secretary, Thai Sugar Terminal Public Company Limited
No. 90 Moo 1, Soi Siamsilo, Poochaosamingphrai Rd., Samrongklang, Phrapradaeng, Samutprakarn 10130
no later than 1 day prior to the meeting date. Form of proxy must be completely filled in and signed. All corrections or deletions, if any,
made to material contents therein must be duly initiated by the grantor. A form of proxy must be affixed with stamp duty of Baht 20.
Supporting Documents for the Appointment of Proxy
(1) In case of individual grantor The grantor must submit and the proxy must present the following documents:
� Form of proxy signed by the grantor.
� Copy of grantor identification card, government official identification card or passport (in case of foreign appointer) which must be
certified true and correct by the grantor.
� The proxy must present his/her original identification card, government official identification card or passport (in case of foreign
proxy) for the purpose of registration.
(2) In case of juristic person grantor The grantor must submit and the proxy must present the following documents:
� Form of proxy signed by a person authorized to sign to bind the juristic person according to its Affidavit, with the seal of the juristic
person affixed (if any).
� In case that the grantor is a juristic person registered in Thailand, please submit a copy of Affidavit certified true and correct by
a person authorized to sign to bind such juristic person with the seal of the juristic person affixed (if any).
� In case the grantor is a juristic person registered abroad, please submit a copy of the constitutional document issued by competent
authority in the country where the juristic person is located, and certified by a notary public or other competent authority for no
longer than 3 months.
� For a foreign juristic person, if an original of any document is not in the English language, the English translation thereof must be
prepared and attached. Such translation must also be certified true and correct by a person authorized to sign to bind the juristic person.
� The proxy must present his/her original identification card, government official identification card or passport (in case of foreign
proxy) for the purpose of registration.
Regulations of Thai Sugar Terminal Public Company Limited
(For the part that relevant to Annual Shareholders Meeting)
Clause 3 Other words that is not mentioned in this; will be counted on Public Company Law.
Section 4 : Committee
Clause 12 The Company must have Committee member of not less than 5 persons. Not less than half of committee
member or director must be resident of Thailand.
Director of the company shall have right to receive remuneration from the undertaking of duties such as salary,
meeting allowance, allowance, and bonus.
Clause 13 Shareholders Meeting shall elect director according to rules and procedures as follow:
(1) One shareholder has voting right of one share per one vote.
(2) Each shareholder shall utilize all the right under (1) to elect one or more person to be director of the Company and
shall not transfer voting right to any person.
(3) Person who receives the highest votes in order shall be person who is elected to be director at the number
equal to the number of director that shall have or shall elect at that time. In case that number of persons who
receive high vote in the next order are more than number of director that shall have or shall elect at that time,
president of the meeting has the right to finalize the vote.
Clause 14 In each Annual General Meeting, one 3 third of director shall leave the post. If number of director cannot be
separated into one 3 third, number of director leaves the post shall be nearest the number of one 3 third.
Director who shall leave the post in the first and second year after the Company is listed shall be selected by
drawing lot. However, for the next years, director who stays longest in the position shall leave the post.
Clause 15 Apart from leaving the post by term, director may leave the post by:
(1) Death.
(2) Resign.
(3) Disqualification or have prohibitive profile according to Section 68 of Public Limited Company Act B.E. 2535.
(4) Resolution of Shareholders Meeting.
(5) Order of court.
Clause 16 To resign from the position, director shall submit resignation letter to the Company. The resignation shall be
effective since the date that resignation letter revealed to the Company. Director resigned from the position as
stated in the aforementioned clause may notify registrar on that resignation.
Clause 17 In case that the position is available because of reason other than leave according to term, Committee shall
select any person who has qualification and does not have prohibitive profile according to Section 68 of Public
Limited Company Act B.E. 2535 to be director instead in the next Committee Meeting, except for the case that
term of such director is less than two months.
Resolution of the Committee in the aforementioned clause shall compose of votes of not less than three 3 forth
of the remaining number of director.
Clause 18 Shareholders Meeting may agree to make any of director leave the post before term ended by having votes of
no less than three 3 forth of number of shareholders with voting right who attends the meeting and having
number of shares hold by such shareholder shall be at totaling of not less than half of number of shares hold by
all shareholders who attends the meeting with voting right.
Clause 19 Director can be shareholder of the Company.
Section 5 : Shareholders Meeting
Clause 28 Committee shall arrange Shareholders Meeting in form of Annual General Shareholders Meeting within four
months after the end of accounting period of the Company.
Meetings other than those mentioned above shall be called Extraordinary Shareholders Meeting. Director may
call for Extraordinary Shareholders Meeting at any time as deem appropriate. Or, shareholders with total shares
hold of no less than one 3 five of total number of shares sold, or shareholders of not less than 25 persons with
total shares hold of not less than one 3 ten of total shares sold can jointly sign letter to Committee to call for
Extraordinary Shareholders Meeting at any time. But shareholders shall clearly state in the letter reason to
request for the meeting. In this case, Committee shall call for Shareholders Meeting within 1 month since the
receipt of requested letter.
Clause 29 To call for Shareholders Meeting, Committee shall prepare Appointment letter indicated place, date, time,
agenda, and issues proposed to Shareholders Meeting with appropriate details. It shall be clearly stated issue
proposed for information, for approval, or for consideration on case by case, as well as opinion of Committee on
each issue. The letter shall be submitted to shareholders and registrar no less than seven day before the
meeting date. Besides, Committee shall publish notification to call for meeting in newspaper for 3 consecutive
days and no less than 3 days before the meeting date.
Clause 30 In Shareholders Meeting, there shall be shareholders and proxy of shareholders (if any) attend the meeting of
no less than twenty five persons or half of total number of shareholders and there shall be total number of
shares of not less than one 3 third of total number of shares sold in order to reach quorum.
For the case that if the time has already passed for one hour in any of Shareholders Meeting but number of
shareholders attended the meeting does not reach quorum specified, if the meeting is hold because of the
request of shareholders, such meeting shall be called off. But if the meeting is hold not because of the request
of shareholders, the meeting shall be rearranged and appointment letter shall be submitted to shareholders not
less than seven days before the meeting date. The next meeting arranged because of this reason shall not be
applied quorum criteria.
Clause 31 Resolution of Shareholders Meeting shall compose of the following vote:
Resolution shall apply major votes of shareholders who attend the meeting and make vote in case of equal votes
President of the meeting shall have one more vote to make final decision.
Clause 32 Activities that shall be undertaken by General Annual Shareholders Meeting are as follow:
(1) Consider report of Committee proposed in Shareholders Meeting that indicates activities of the Company in the previous year.
(2) Approve balance sheet.
(3) Consider allocating profits.
(4) Elect director to substitute director leaved by term.
(5) Appoint auditor.
(6) Conduct other activities.
Summary of Profile of Independent Director
In case that Shareholders empower Independent Director
To be their proxy
Qualifications of independent directors
Accordance with Article 16 of the Capital Market Commission No. TorChor. 28/2008 on the authorization and permission to offer newly
issued shares.
1. Not hold more than 1% of the total shares with voting rights of its parent companies, subsidiaries, joint majority shareholder or
authority control of the company, including the holding of the person concerned that independent directors with.
2. Not being or having been involved as a director, employee, staff management consultant who was a regular salary or
who has control of the company, parent companies, subsidiaries, associated companies, same sub- Major shareholders
or who has control of the company. Unless it was saved from the relationship has not been less than 2 years the
prohibition does not include the case of independent directors or former officials. Advisor to the Government, which is the
majority shareholder or who has control of the company.
3. A person who is not blood relations or by registration under the law. In a way that a parent, spouse, sibling and child
Including the spouse of the child's executive majority. Authority control or the person who will be nominated as executive
or authority Control of the Company or its subsidiaries.
4. Have no business relationship with the parent company of subsidiary companies with major shareholders or who has control
of the company in a manner which may interfere with his independent discretion. Nor is or was a significant shareholder
or who has control of people who have business relations with its parent company, subsidiaries, joint majority shareholder
or who has control of the company unless they have termination of such relationship has been not less than 2 years.
5. Not being or having been an auditor of the company and its major subsidiaries, joint majority shareholder or who has
control of the company and a significant shareholder, authority control or partner of the auditor. Which is the auditor of the
parent companies, subsidiaries, associated companies of major shareholders, or authorized under the control of the company.
Unless the termination of such relationship has been not less than 2 years.
6. Not being or having been a provider of any professional, including serving as legal counsel or financial advisor which has
been charged more than 2 million per year from its parent companies, subsidiaries, joint majority shareholder or who has
control of the company and not be Significant shareholders. Authority control or partners of professional service provider itself.
Unless it was saved from having such ago not less than 2 years.
7. No director has been appointed as a representative of the director of the company, major shareholder or shareholders who
are concerned with major shareholders.
8. Not operate with the same conditions and significant competition with the business of the company or its subsidiaries or
partnerships signify in partnership or a director participating employees, officers, management consultants receive a regular
salary or held more than 1% of shares with voting rights of other companies. Which does business with the same conditions
and a significant competitive with the business of the company or its subsidiaries.
9. Any other characteristic that can not provide an independent opinion about the company's operations.
Independent qualified in accordance with Article 1 and Article 9 may be assigned by the Board of Directors to decide on the
operation of its parent companies, subsidiaries, associated companies, subsidiaries same major shareholders or controlling person
the company. The decision of the tribunal in the form (collective decision) has.
In the event that the person appointed to the position of independent directors who have or have had a business relationship
professional service provider of premium as prescribed in Article 4. or Article 6. The Board may consider a waiver if you can see that the
appointment of such individuals does not affect the performance and providing them with a free The company also announced the following
information in the notice of meeting for the agenda to appoint independent directors to consider such.
(A) the business relationship or a professional service provider that such person is not qualified under the criteria set
(B) the reasons and the need for continued or appointed such persons as independent directors.
(C) The Board of Directors of the Company to propose the appointment of such persons as independent directors.
Note Thai Sugar Terminal Public Company Limited has defined as independent in accordance with the rules of the office is equal to the
requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand
Name > Surname Mr. Pricha Attavipach
Position Chairman/Independent Director
Age 75 years
Address 21 Soi Soonvijai 1, New Petchburi Road,
Bangkapi Subdistrict, Huaikwang district, Bangkok
Education Master Degree Of Industrial Engineering and Management,
Oklahoma State University U.S.A.
Relationship None
% of Shares None
With / without interests in proposed agenda None
or
Name > Surname Mr. Chadej Insawang
Position Chairman of Audit Committee/Independent Director
Age 66 years
Address 414 Soi Pattanakarn 30, Pattanakarn Road,
Suanlaung Subdistrict, Suanlaung district, Bangkok
Education Master Of Political Science and Laws (M.S.), Thammasat University
Relationship None
% of Shares None
With / without interests in proposed agenda None
or
Name > Surname Ms. Jutatip Arunanondchai
Position Member of Nominating and Remuneration Committee
Independent Director
Age 42 years
Address 21 Soi Phromsri, Khlong Tan Nuea Subdistrict,
Watthana district, Bangkok 10110.
Education BSC. in Mathematics with Management, Imperial College,
University of London, UK.
MBA in International Management University of Exeter, UK.
MBA in Architectural Interior Design, University of Wales,UK
MBA in MA Business Law, Chulalongkorn University.
Relationship None
% of Shares 52,800 Shares (0.04%)
With / without interests in proposed agenda None
CAME FROM KLONGTEOY OR SUKSAWAT ROAD
MAP TO THAI SUGAR TERMINAL PCL.
CAME FROM SUKHUMVIT ROAD