Polyplex Thailand PCL : Approve audited FS and Fix AGM 2016

Microsoft Word - SET_Report_on_Board_Resolution_as_of_27_May_2016_Final.doc

27 May 2016

To : Managing Director

The Stock Exchange of Thailand

Subject : To report the resolutions of the Board of Directors' Meeting No. 3/2016

The Meeting of the Board of Directors of Polyplex (Thailand) Public Company Limited (the

Company) No.3/2016 held at 6.30 PM on 27 May 2016 has resolved as follows:

1. That the report on the Company's operating results be acknowledged.

2. That the Company's Audited Statement of Financial position and Income statements for the financial year ended 31 March 2016 which has been audited by the certified public accountant and reviewed by the Audit Committee, be approved.

3. That no dividend be proposed for the FY 2015-16, as the company has reported net loss of Baht 123 million on a consolidated basis and that this no dividend payment proposal be recommended to shareholders for their consideration and approval in the 2016 Annual General Meeting of shareholders.

4. That the Record date of June 29,2016 in order to determine the shareholder entitlement to attend the 2016 Annual General Meeting of Shareholders and the shareholder list as specified in Section 225 of the Securities and Exchange Act, determined as per the book- closure date of June 30,2016 be approved.

5. That the 2016 Annual General Meeting of Shareholders be held on July 29th 2016 at

6. p.m at the Hall of Fame, Hotel Hard Rock Pattaya, 429 Moo 9, Pattaya Beach Road, Chonburi 20150, Thailand to consider the following agenda:

   • To certify the Minutes of the Extraordinary General Meeting of Shareholders EGM 1-2016, dated April 29, 2016.

   • To acknowledge the report on the Company's operating results and to approve the Directors' Report.

   • To consider and approve the Company's audited Statement of Financial position and Income statements for the year ended 31st March 2016.

   • To approve no dividend payment for the FY 2015-16.

   • To consider and approve the appointment of directors to replace those retiring by rotation and to determine the remuneration of all Directors.

   • To consider and approve the appointment of auditors and their remuneration.

   • To consider other business (if any)

7. That the re-appointment of Mr. Manu Leopairote and Mr. Praphad Phodhivorakhun, who would retire by rotation, as the directors for another term be proposed to the shareholders for their consideration and approval.

   That, the following remuneration package to the Independent Directors viz Mr. Manu Leopairote, Dr. Virabongsa Ramangkura, Mr. Praphad Phodhivorakhun and Mr. Shiraz Erach Poonevala for the financial year 2016-17 be proposed to the shareholders for their consideration and approval:

   • Baht 75,000 per month per Director.

   • Additional Baht 25,000 per month to Mr.Manu Leopairote in his capacity as Chairman of the Board of Directors and Baht 25,000 per month in his capacity as Chairman of the Audit Committee.

   • Sitting fees of Baht 10,000 per person, per Audit committee meeting, for the Audit committee members viz Mr. Manu Leopairote, Dr. Virabongsa Ramangkura and Mr. Shiraz Erach Poonevala.

8. That the appointment of Mr. Chayapol Suppasedtanon (CPA No. 3972) and/or Ms. Pimjai Manitkajohnkit (CPA No. 4521) and/or Ms. Sumana Punpongsanon (CPA No. 5872) and /or Ms. Rosaporn Decharkom (CPA No. 5659) of EY Office Limited as the auditors of the Company and the remuneration of the auditors for the financial year 2016-17 as proposed be submitted to the shareholders meeting for their consideration and approval.

Yours faithfully,

Polyplex (Thailand) Public Company Limited

Mr.Amit Prakash Managing Director