IRPC Public : Announcement of the 2016 Annual General Meeting of Shareholders (AGM) and Dividend Payment

นพ

(Translation)

Pres.021/2016

9 February 2016

Subject Announcement of the 2016 Annual General Meeting of Shareholders (AGM) and Dividend Payment

To President

Stock Exchange of Thailand

The Board of Directors of IRPC Public Company Limited ("IRPC") at the Meeting No.2/2016 held on 9 February 2016 passed the following resolutions:

1. The 2016 Annual General Meeting of Shareholders (AGM) will be held on Friday, 1 April 2016, 09.30 a.m. at Bangkok Convention Centre, 22nd Floor, Centara Grand & Bangkok Convention Centre at Central World, located at 999/99 Rama 1 Road, Phathumwan, Bangkok 10330.

   
   

2. The Record Date for the rights to attend the Annual General Meeting of Shareholders and the rights to receive the dividend payment will be on Tuesday, 23 February 2016, and the Share Registration Book Closing Date for gathering Shareholder's name under section 225 of the Securities and Exchange Act B.E.2535 will be on Wednesday, 24 February 2015.

follows:

The Agendas of the Annual General Meeting of Shareholders ("the AGM") are as

Agenda Item 1 Chairman's Statement

Agenda Item 2 To acknowledge the Company's 2015 Operating Results and approve the

Company's 2015 Financial Statement

Board's opinion: After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the Company's 2015 Operating Result and to approve the Company's 2015 Financial Statement which has been audited by the auditor and reviewed by the Audit Committee.

Agenda Item 3 To approve the dividend pa ym ent of the Compan y's 2015 Operating Results

Board's opinion: After due consideration, the Board found it appropriate to propose to the AGM to approve the dividend payment for the operating results of the year 2015. The dividend shall be paid at the rate of Baht 0.22 per share, amounting to approximately Baht 4,496 million. The dividend shall be paid as follows:

• Baht 0.193 per share, paid from the normal retained earnings; however, the Company uses loss carried forward, so this portion is not entitled to claim tax credit.

• Baht 0.027 per share, paid from the BOI tax exemption retained earnings; therefore, this portion is not entitled to claim tax credit.

  
  

  The Board has set the Record Date to determine the list of shareholders who are entitled to receive dividend on Tuesday, 23 February 2016, and the Share Registration Book Closing Date for gathering Shareholder's name under Section 225 of The Securities and Exchange Act B.E.2535 will be on Wednesday, 24 February 2016. The dividend will be paid on 22 April 2016.

  (The rate of dividend payment still subjects to the approval of the 2016 AGM.) Agenda Item 4 To elect directors in replacement of those who are retire by rotation

  According to the Company's Article of Association, at each AGM, one-third of the members of the Board of Directors or the nearest must retire by rotation. In 2016, 4 directors who are due to retire by rotation as follows:

• Mr. Pramoul Chanpong Director

• Mr. Chavalit Punthong Director

• Mr. Trumph Jalichandra Independent Director

• Mr. Songpope Polachan Independent Director




Board's opinion: After due consideration, the Board of Directors, excluding the directors who have conflict of interest in this matter, agreed with the Nomination and Remuneration Committee's recommendation to propose to the AGM the election of directors as follows:




Re-elect 3 directors:

1. Mr. Pramoul Chanpong Director

2. Mr. Chavalit Punthong Director

3. Mr. Songpope Polachan Independent Director

   
   

   Elect 1 new director:

4. Miss Ruenvadee Suwanmongkol Independent Director




The nominees no.3 and 4 are qualified as independent directors according to the Company's definition.




Agenda Item 5 To approve the Board Directors' remunerations for the year 201 6




Board's opinion: After due consideration, the Board of directors agreed with the Nomination and Remuneration Committee's recommendation to propose to the AGM to approve the Directors' remunerations for the year 2016 as the following:

• The Board of Directors' monthly allowance and meeting allowance and the Sub-Committee's meeting allowance are maintained at the same rates of 2015's as follows. (This remuneration rates have been set out from 2006.)

  Board of Directors

  
  

  Monthly Allowance	Meeting Allowance (per attendance)	Other Benefits
  Chairman	Baht 60,000	Baht 60,000	None
  Director	Baht 45,000	Baht 45,000	None

  
  

  Sub-Committee

  
  

  Monthly Allowance	Meeting Allowance (per attendance)	Other Benefits
  Chairman	None	Baht 60,000	None
  Director	None	Baht 45,000	None

  
  

• Paying bonus for the Board of Directors in the total amount of Baht 28 million based on the Company's operating results of the year 2015.

Agenda Item 6 To appoint auditors and determine auditors' fee f or the ye a r 201 6

Board's opinion: After due consideration, the Board of directors agreed with the Audit Committee to propose to the AGM the appointment of auditors from Pricewaterhouse Coopers ABAS Limited (PWC) as follows:

1. Mr. Vichien Khingmontri, C.P.A. (Thailand) Reg.No.3977 ,or

2. Mr. Somchai Jinnovart, C.P.A. (Thailand) Reg.No. 3271 ,or

3. Ms. Amornrat Pearmpoonvatanasuk , C.P.A. (Thailand) Reg.No.4599

Hereby, Mr. Vichien Khingmontri had been appointed to sign the Company's financial statement since 2012.

The audit fee of the Company for the year 2016 shall be maintained at the same rate of 2015 at the total amount of Baht 3,100,000 Baht (excluding miscellaneous expenses, not exceeding Baht 120,000 in total).

Agenda Item 7 To approve the acquisition of business, assets, liabilities and employees (entire business) of Thai ABS Co., Ltd.

Board's opinion: After due consideration, the Board of directors found it appropriate to propose to the AGM to approve the acquisition of business, assets, liabilities and employees (entire business) of Thai ABS Co., Ltd. to IRPC Public Co., Ltd.

Agenda Item 8 Other matters (If any)

Regarding the equitable treatment of shareholders, the Company facilitated minor shareholders to exercise their rights to put forward the AGM agenda items and nominate directorial candidates in advance during 25 September - 31 December 2015. However, no shareholders submitted such agenda items or nominate directorial candidates during the period.

The Company disclosed the minutes of the 2015 AGM on the corporate website

on 17 April 2015 and sent to all shareholders by postal to review, object and/or suggest for revision and correction from 22 April 2015 - 30 June 2015. However, no shareholders recommended any amendment or objection.

The Company will disclose the Notice of the 2016 Annual General Meeting of Shareholders and its agendas online at http://www.irpc.co.th from 1 March 2016 onwards.

Yours sincerely,

(Mr. Sukrit Surabotsopon) President

By the resolutions of the Board of Directors IRPC Public Company Limited

Corporate Secretary and Compliance Division Tel. 0-2649-7383

Fax. 0-2649-7999