Thai Beverage Public : Resolutions Of The 2016 Annual General Meeting Of Shareholders

17e96742-a1df-4605-8c52-239d9511bb8f.pdf

Date: April 28, 2016

Thai Beverage Public Company Limited

ANNOUNCEMENT

To: Singapore Exchange Securities Trading Limited Subject: Resolutions of the 2016 Annual General Meeting of Shareholders

We, Thai Beverage Public Company Limited (the "Company"), would like to announce that at the 2016 Annual General Meeting of Shareholders ("2016 AGM") of the Company held on April 28, 2016, all resolutions relating to the matters as set forth in the Invitation to the 20 16 AGM were duly passed:

1. Resolution 1 in relation to the proposed adoption of the Minutes of the 2015 Annual General Meeting of Shareholders was unanimously and duly passed by the shareholders who attended the Meeting and cast their votes.

2. Agenda 2 in relation to the proposed acknowledgement of the business operation for 2015 and the report of the Board of Directors was acknowledged by the shareholders.

3. Resolution 3 in relation to the proposed approval on the Financial Statements for the year ended December 31, 2015 together with the Auditor Report was unanimously and duly passed by the shareholders who attended the Meeting and cast their votes.

4. Resolution 4 in relation to the proposed approval on the dividend payment and the appropriation for legal reserve and the determination of the Book Closme Date for dividend payment was unanimously and duly passed by the shareholders who attended the Meeting and cast their votes.

5. Resolution 5 in relation to the proposed approval on the election of the directors to replace those who retire by rotation and the determination of director authorities as follows:

6. The proposed approval on the re-election of those directors who are due to retire by rotation as follows:

7. That Mr. Narong Srisa-an, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

   ThaiBev

   Sangsom Bldg., 14 Vibhavadi Rangsit Rd., Chomphon, Chatuchak, Bangkok 10900, Thailand Tel +66 2 785 5555, Fax +66 2 785 5882 www.thai bev.comRegistration No. 0107546000342

8. That Mr. Puchchong Chandhanakij, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

9. That Ms. Kanoknaii Rangsithienchai, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

10. That Mr. Manu Leopairote, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

11. That Mr. Ueychai Tantha-Obhas, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

12. That Mr. Sithichai Chaikriangkrai, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

13. That Dr. Pisanu Vichiensanth, who retires by rotation, be and is hereby re-elected as a Director of the Company, was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

14. The proposed approval of the determination of director authorities was unanimously and duly passed by the shareholders who attended the Meeting and cast their votes.

15. Resolution 6 in relation to the proposed approval on the payment of director remuneration for the period from April 2016 to March 2017 was duly passed by voting of not less than two-thirds of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

16. Resolution 7 in relation to the proposed approval on the amendment to the Articles of Association of the Company was duly passed by voting of not less than three-fourths of the total votes of the shai·eholders who attended the Meeting and were entitled to cast their votes.

17. Resolution 8 in relation to the proposed approval on the appointment of the auditor for the Financial Statements for the year 2016 and determination of the remuneration was duly passed by the majority of voting of the shareholder s who attended the Meeting and cast their votes.

18. Resolution 9 in relation to the proposed approval on the D&O Insurance for directors and executives was duly passed by voting of not less than two-thirds of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

19. Resolution 10 in relation to the proposed approval on the renewal of the Shareholders' Mandate for Interested Person Transactions (Shareholders ' Mandate) was unanimously and duly passed by the shareholders who attended the Meeting and cast their votes.

20. Resolution 11 in relation to the proposed approval on the ThaiBev Long Term Incentive Plan was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

21. Resolution 12 in relation to the proposed approval on the reduction in the registered capital of the Company by Baht 3,889,975,000 from Baht 29,000,000,000 to Baht 25, 110,025,000 was duly passed by voting of not less than three-fourths of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

22. Resolution 13 in relation to the proposed approval on the amendment to Clause 4 of the Memorandum of Association to be in accordance with the reduction in the registered capital of the Company was duly passed by voting of not less than three-fourths of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

23. Resolution 14 in relation to the proposed approval on the increase in the registered capital of the Company by Baht 45,000,000 from Baht 25,110,025,000 to Baht 25,155,025,000 was duly passed by voting of not less than three-fourths of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

24. Resolution 15 in relation to the proposed approval on the amendment to Clause 4 of the Memorandum of Association to be in accordance with the increase in the registered capital of the Company was duly passed by voting of not less than three-fomihs of the total votes of the shareholders who attended the Meeting and were entitled to cast their votes.

25. Resolution 16 in relation to the proposed approval on the allocation of the newly-issued ordinary shares of the Company to accommodate the ThaiBev Long Term Incentive Plan was duly passed by the majority of voting of the shareholders who attended the Meeting and cast their votes.

26. The voting results for the resolutions are as set out below:

    Resolutions	Approval		Disapproval	Abstention
    Resolution 1	21,357,529,086 Votes		O Vote	5,668,900 Votes
    	-	The approval votes represent 100% of total number of votes by shareholders who attended the Meeting and cast their votes.
    Resolution 2		-	-	-
    	Remark: This resolution isfor acknowledgement.

    Resolutions Approval Disapproval Abstention Resolution 3 21,360,238,906 Votes O Vote 10,809,100 Votes

    • The approval votes represent 100% of total nwnber of votes by shareholders who attended the Meeting and cast their votes.

      Resolution 4 21,365,381,406 Votes O Vote 5,666,600Votes

    • The approval votes represent 100% of total nwnber of votes by shareholders who attended the Meeting and cast their votes.

    Resolution 5 21,284,588,118 Votes 73,498,888 Votes 12,961,000 Votes

    5.1(1) - The approval votes represent 99.6558% of total nwnber of votes by Mr. Narong Srisa-an shareholders who attended the Meeting and cast their votes.

    5.1(2) 21,284,588,118 Votes 73,498,888 Votes 12,961,000 Votes

    Mr. Puchchong

    Chandhanakij

    - The approval votes represent 99.6558% of total nwnber of votes by

    shareholders who attended the Meeting and cast their votes.

    5.1(3) 21,284,588,117 Votes 73,498,888 Votes 12,961,001 Votes

    Ms. Kanoknart

    Rangsithienchai

    - The approval votes represent 99.6558% of total nwnber of votes by

    shareholders who attended the Meeting and cast their votes.

    5.1(4) 19,765,903,830 Votes 1,348,995,205Votes 256,148,971 Votes

    Mr. Manu Leopairote

    - The approval votes represent 93.6111% of total nwnber of votes by

    shareholders who attended the Meeting and cast their votes.

    5.1(5) 21,284,588,118 Votes 73,498,888 Votes 12,961,000 Votes

    Mr. Ueychai

    Tantha-Obhas

    - The approval votes represent 99.6558% of total nwnber of votes by

    shareholders who attended the Meeting and cast their votes.

    5.1(6) 19,733,399,290 Votes 1,381,499,745 Votes 256,148,971 Votes

    Mr. Sithichai

    Chaikriangkrai

    - The approval votes represent 93.4572% of total nwnber of votes by

    shareholders who attended the Meeting and cast their votes.

    5.1(7) 21,177,207,918 Votes 180,879,088 Votes 12,961,000 Votes

    Dr. Pisanu

    vichiensanth

    • The approval votes represent 99.1531% of total nwnber of votes by

      shareholders who attended the Meeting and cast their votes.

      5.2 21,357,057,406 Votes O Vote 13,990,660Votes

      • The approval votes represent 100% of total munber of votes by shareholders who attended the Meeting and cast their votes.

        Resolution 6 21,108,476,834 Votes O Vote 12,961,000Votes

      • The approval votes represent 99.9386% of total number of votes by shareholders who attended the Meeting and were entitled to cast their votes.

        Resolution 7 21,346,413,106 Votes 11,673,900 Votes 12,961,000Votes

      • The approval votes represent 99.8847% of total number of votes by shareholders who attended the Meeting and were entitled to cast their votes.