Microsoft Word - Shareholders' Resolution_EN


Ref.No.IVL006/04/2015
24 April 2015
President
The Stock Exchange of Thailand

Subject: Resolution of the Annual General Meeting of Shareholders No. 1/2015
Indorama Ventures Public Company Limited ("IVL") held the Annual General Meeting of Shareholders No.
1/2015 on Friday, 24th April 2015 at 2.00 p.m. at Athenee Crystal Hall, Plaza Athenee Bangkok A Royal
Meridien Hotel, 61 Wireless Road, Bangkok 10330.
The Meeting started with 2,012 shareholders in person and by proxy, representing 4,028,161,193 shares, equivalent to 83.6715%. The Meeting passed the following resolutions as below:
1. Adopted the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2014 dated 6 August
2014. The Meeting has passed the resolution by majority votes of the shareholders and proxy holders who attended the Meeting and cast their votes as follows:

Approved

4,027,725,568

vote(s) equivalent to

99.9999%

Disapproved

6,300

vote(s) equivalent to

0.0001%

Abstained

2,007,154

vote(s)

2. Acknowledged the report on the Company's operational results for the year 2014
3. Approved the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2014. The Meeting has passed the resolution by majority votes of the shareholders and proxy holders who attended the Meeting and cast their votes as follows:
Approved 4,028,231,548 vote(s) equivalent to 99.9878% Disapproved 494,711 vote(s) equivalent to 0.0122% Abstained 3,195,143 vote(s)
4. Approved the appropriation to legal reserve of Baht 85,015,373 and approved the dividend payment from
2014 operating results to shareholders at the rate of Baht 0.38 per share or amounting to Baht
1,829,417,753.10, of which the Company has paid an interim dividend at the rate of Baht 0.19 per share or amounting to Baht 914,708,876.55 on 5 September 2014. The Company will pay the remaining dividend at the rate of Baht 0.19 per share or amounting to Baht 914,708,876.55 on 22 May 2015. The record date for specifying the list of shareholders who have right to receive dividend shall be 7 May 2015. Also, 8 May 2015 shall be the book closing date in which the list of shareholders shall be compiled in
accordance with Section 225 of the Securities and Exchange Act.

INDORAMA VENTURES PUBLIC COMPANY LIMITED

75/102 Ocean Tower 2, 37th Floor, Asoke Road, Klongtoey Nuer, Wattana, Bangkok 10110, Thailand

Tel. 02-661-6661 Fax. 02-661-6664 www.indoramaventures.com

The Meeting has passed the resolution by majority votes of the shareholders and proxy holders who attended the Meeting and cast their votes as follows:
Approved 4,029,689,648 vote(s) equivalent to 99.9932% Disapproved 276,100 vote(s) equivalent to 0.0068% Abstained 1,955,654 vote(s)

5. Approved the re-election of Mr. Maris Samaram, Mr. Kanit Si, Mr. Dilip Kumar Agarwal, Mr. Udey Paul Singh Gill and Mr. Russell Leighton Kekuewa to serve as directors for another term. The Meeting has passed the resolution by majority votes of the shareholders and proxy holders who attended the Meeting and cast their votes as follows:
1) Mr. Maris Samaram - Independent Director, Member of the Audit Committee and Member of the
Sustainability Committee
Approved 4,029,121,948 vote(s) equivalent to 99.9989%

Disapproved

43,100

vote(s)

equivalent to

0.0011%

Abstained

2,756,354

vote(s)

2) Mr. Kanit Si - Independent Director and Member of the Nomination, Compensation and Corporate
Governance Committee

Approved

4,025,998,454 vote(s)

equivalent to

99.9215%

Disapproved

3,164,394 vote(s)

equivalent to

0.0785%

Abstained

2,758,554 vote(s)

3) Mr. Dilip Kumar Agarwal - Director and Member of the Sustainability Committee

Approved

4,026,275,454

vote(s)

equivalent to

99.9274 %

Disapproved

2,925,394

vote(s)

equivalent to

0.0726%

Abstained

2,720,554

vote(s)

4) Mr. Udey Paul Singh Gill - Director and Member of the Sustainability Committee Approved 4,026,253,754 vote(s) equivalent to 99.9274% Disapproved 2,927,094 vote(s) equivalent to 0.0726% Abstained 2,740,554 vote(s)
5) Mr. Russell Leighton Kekuewa - Independent Director and Member of the Sustainability
Committee

Approved

4,029,170,948

vote(s)

equivalent to

99.9997%

Disapproved

9,900

vote(s)

equivalent to

0.0003%

Abstained

2,740,554

vote(s)

INDORAMA VENTURES PUBLIC COMPANY LIMITED

75/102 Ocean Tower 2, 37th Floor, Asoke Road, Klongtoey Nuer, Wattana, Bangkok 10110, Thailand

Tel. 02-661-6661 Fax. 02-661-6664 www.indoramaventures.com

6. Approved the remuneration of directors for the year 2015 as not exceeding Baht 17,200,000. The
Meeting has passed the resolution by not less than two-thirds of the total number of votes of the shareholders and proxy holders who attended the Meeting as follows:

Approved

4,026,031,648

vote(s)

equivalent to

99.8538%

Disapproved

3,810,300

vote(s)

equivalent to

0.0946%


Abstained 2,080,454 vote(s) equivalent to 0.0516%
7. Approved the appointment of Mr. Winid Silamongkol, CPA No. 3378 or Ms. Orawan Chunhakitpaisan, CPA No. 6105 or Mr. Charoen Phosamritlert, CPA No. 4068 or any other Certified Public Accountant nominated by KPMG Phoomchai Audit Co., Ltd., as the auditor of the Company and approved the audit fee for the year 2015 as not exceeding Baht 7,800,000. The Meeting has passed the resolution by majority votes of the shareholders and proxy holders who attended the Meeting and cast their votes as
follows:

Approved

4,028,408,048

vote(s)

equivalent to 99.9998%

Disapproved

9,500

vote(s)

equivalent to 0.0002%

Abstained

3,504,854

vote(s)

8. Approved the issuance and offering of Debenture in an additional amount not exceeding Baht 25 Billion with details as follows:
Type of Debentures: Any and all types of debentures, with and/or without a name registered, secured and/or unsecured debentures, with and/or without debentureholders' representative, subordinated and/or unsubordinated debentures, and perpetual and/or tenured, depending on market conditions or any other factor at the time of offering.
Size of Debentures: In an additional amount not exceeding Baht 25 Billion (Twenty Five Billion Baht) by issuing either single or multiple offerings, and when combined with the existing authorized amount of Baht 50 Billion, the combined total amount will not exceed Baht 75 Billion.
Denomination: In Baht and/or the equivalent in other currencies. Interest Rate: Depending on market conditions at the time of offering.
Maturity: Not exceeding 20 years from the issuance date of each issuance in the case of debentures other than those that are perpetual. In the case of perpetual debentures, the maturity could be perpetual, subject to requirements as prescribed by the regulations of the Capital Market Supervisory Board and/or the Office of the Securities and Exchange Commission.
Debenture Redemption: Debentureholders and/or the Company may or may not have the right to redeem debentures prior to their maturity, depending on their respective
terms and conditions of each debenture issuance.

INDORAMA VENTURES PUBLIC COMPANY LIMITED

75/102 Ocean Tower 2, 37th Floor, Asoke Road, Klongtoey Nuer, Wattana, Bangkok 10110, Thailand

Tel. 02-661-6661 Fax. 02-661-6664 www.indoramaventures.com

Offering: Debentures may be offered domestically and/or internationally, in a form of public offering and/or a private placement, and may be offered to high-net worth investors, and/or local institutional investors and/or foreign institutional investors in accordance with the regulations of the Capital Market Supervisory Board, the Securities and Exchange Commission, and/or other relevant regulations which are in force at the time of issuance of debentures.

Special Conditions: If the Company redeems or repays debentures, the Company will be entitled to re-issue debentures to replace those that are redeemed or repaid (on a revolving basis), provided that such reissuance, when combined with other outstanding debentures, does not cause the aggregate amount to exceed the maximum amount of debentures that has been approved by the shareholders' meeting.
In this regard, the Board of Directors and/or any Executive Director and/or Group CEO and/or any person designated thereby shall be authorized to determine any terms, conditions and other details necessary for, and pertinent to, the issuance and offering for sale of the debentures, such as the determination of the name, offering amount at each issuance, type, security (if any), offering price per unit, term, maturity period, redemption period, right of early redemption, interest rate, principal repayment method, allocation method, details of offering etc. as well as to arrange for the registration of such debentures with the Thai Bond Market Association or any other secondary market, and the appointment of a financial advisor, underwriter, credit rating agency, asset appraiser, legal advisor, registrar, debentureholders' representative or other relevant advisors or any persons who are relevant to the issuance and offering of debentures, and to enter into, agree upon, sign any documents and other relevant agreements as well as to contact, provide information, submit applications or documents to the Office of the Securities and Exchange Commission or other relevant authorities, and to take any other action necessary for, and pertinent to, the issuance and offering of debentures.
The Meeting has passed the resolution not less than three-fourths of the total number of votes of
shareholders and proxy holders who attended the Meeting and have the right to votes as follows:

Approved

4,018,132,213

vote(s)

equivalent to

99.6498%

Disapproved

11,991,347

vote(s)

equivalent to

0.2974%

Abstained

2,127,154

vote(s)

equivalent to

0.0528%

Please be informed accordingly. Sincerely yours,
(Mr. Souvik Roy Chowdhury) Company Secretary

INDORAMA VENTURES PUBLIC COMPANY LIMITED

75/102 Ocean Tower 2, 37th Floor, Asoke Road, Klongtoey Nuer, Wattana, Bangkok 10110, Thailand

Tel. 02-661-6661 Fax. 02-661-6664 www.indoramaventures.com

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