the brooker group public company limited · 2015. 9. 8. · 12th october 2015 at 10.00 a.m., at...

1

THE BROOKER GROUP PUBLIC COMPANY LIMITED 26th Floor, The Trendy Building, 10/190 -193 Soi Sukhumvit 13, Sukhumvit Road,

Klong Toey Nua, Wattana, Bangkok 10110 Tel: (662) 168-7100, Fax: (662) 168-7111-2

http://www.brookergroup.com No. EGM 1/2015 21st September 2015 Subject: Notice of the Extraordinary General Meeting of Shareholders No. 1/2015 To: The Shareholders of the Company Enclosed: 1. Copy of the Minutes of the Annual General Meeting of Shareholders No. 1/2015 2. Proxy Form B and profiles of the Independent Directors in case of proxy 3. Information of a candidate who has been nominated for appoint as a new director 4. Map of the Meeting Venue 5. Company’s Articles of Association relating to the General Meeting of Shareholders

Notice is hereby given that, by virtue of the Board of Directors of The Brooker Group Public Company Limited, the Extraordinary General Meeting of Shareholders No. 1/2015 will be held on Monday 12th October 2015 at 10.00 a.m., at Sheraton Grande Sukhumvit Hotel, 2nd Floor, Ballroom 2 room, 250 Sukhumvit Road, Klongtoey Nua, Wattana, Bangkok 10110 to consider the matters according to the agenda as follows: Agenda 1 : Adoption of the Minutes of the Annual General Meeting of Shareholders No. 1/2015

held on 27th April 2015. Board of Directors’ opinion: The Board recommends that such Minutes be adopted. Agenda 2 : To consider and approve to appoint Dr. Narongchai Akrasanee as a new director

of the Company and to appoint Dr. Narongchai Akrasanee as Chairman of the Board of Directors.( Attachment 3)

Preamble: Previously the Company’s Board of Directors comprised of 10 Directors. Currently the Company’s Board of Directors comprise of 9 Directors since Dr. Narongchai Akrasanee, former Chairman, has resigned since 29 August 2014 due to his important commitment. He was Chairman of the Board of Directors since 2003. After he finished such commitment, it is a good opportunity for the Company to appoint him come back to be a director and Chairman of the Board of Directors. To be in line with its business operation, which has been continuously expanding, and in order to position itself for future expansion, the Company requires the services of all 10 Directors. Nominating Committee’s opinion: The Nominating Committee has reviewed the number of existing Directors and considers it appropriate to appoint an additional Director, namely Dr. Narongchai Akrasanee, to help strengthen the Company’s capacity. After careful consideration along the guidelines and criteria for nominating directors, the Committee considers the nominated director to be suitable with knowledge and experience in the service industry and other diverse businesses. The nominated director has leadership qualities and the vision to perform the duties of the Company’s director and would be beneficial to the Company’s business operations. The Committee considers it appropriate to propose to the Meeting to appoint the nominated director as a director of the Company and Chairman of the Board of Directors. The information on the nominated director can be found in Attachment 3. Board of Directors’ opinion: The Board recommends that the shareholders elect Dr. Narongchai Akrasanee as a new director of the Company and to appoint him as Chairman of the Board of Directors.

2

Agenda 3 : Consider other business (if any). The Record Date on which shareholders have the right to attend the 2015 Extraordinary General Meeting of Shareholders has been fixed as 11 September 2015 and fixed the share registration book closing date as 14 September 2015 for gathering shareholders’ names under Section 225 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551). All shareholders are cordially invited to attend the Meeting on the date, time and place stated above. In order to facilitate the registration, the shareholders and proxies may register their attendance from 9.00 a.m. on the meeting date. Please bring your identification card, government officer identification card, passport or driving license as evidence of your right to attend the meeting. If you wish to appoint a person to attend and vote at the meeting on your behalf, please complete and duly execute the enclosed proxy form. The completed and executed proxy form with duty stamp duly affixed must be deposited with the Chairman of the Meeting and/or the person entrusted by the Chairman prior to the proxy entering the meeting, provided that the proxy bring the following documents to show his or her right to attend the meeting: 1. If the shareholder is a natural person (individual), a copy of the identification card, government

identification card, passport or driving license of the shareholder, certified true and correct by the shareholder, shall be presented.

2. If the shareholder is a juristic person, a copy of the Certification Document of the shareholder,

certified true and correct by authorized person(s) of that juristic person(s) shall be presented. The proxy shall also be required to present his or her own identification card, government officer identification card, passport or driving license.

Yours faithfully,

Mr. Chan Bulakul Acting Chairman

3

THE BROOKER GROUP PUBLIC COMPANY LIMITED 26th Floor, The Trendy Building, 10/190-193 Soi Sukhumvit 13, Sukhumvit Road,

Klong Toey Nua, Wattana, Bangkok 10110 Tel: (662) 168-7100 Fax: (662) 168-7111-2

http://www.brookergroup.com

Minutes of the Annual General Meeting of Shareholders No. 1/2015

The Brooker Group Public Company Limited Time and Place : The Meeting was held on 27 April 2015 at 14.00 p.m. at Sofitel

Bangkok Sukhumvit Hotel, 189 Sukhumvit Road, Sukhumvit Soi 13 -15, Klongtoey Nua, Wattana, Bangkok 10110.

Preliminary Proceeding : Mr. Chan Bulakul, Acting Chairman of the Board of Directors, acted

as the Chairman of the Meeting and assigned Mr. Anake Kamolnate to present the agendas to the meeting.

Directors Present : 9 Directors were present at the Meeting as follows: 1. Mr. Chan Bulakul Acting Chairman Vice Chairman Chairman of the Executive Committee Chief Executive Officer Authorized Director Chairman of the Risk Management Committee Chairman of the Investment Committee

2. Mr. Robert William McMillen Member of the Executive Committee 3. Dr. Peter Weldon Chairman of the Audit Committee Member of the Compensation Committee 4. Ms. Punnee Worawuthichongsathit Member of the Audit Committee Chairwoman of the Nominating Committee Chairwoman of the Compensation Committee 5. Mr. Sompong Phaoenchoke Member of Audit Committee Member of the Compensation Committee 6. Mr. Anake Kamolnate Member of the Executive Committee Authorized Director Member of the Risk Management Committee Member of the Investment Committee

7. Mr. Kirin Narula Authorized Director Member of the Nominating Committee Member of the Risk Management Committee

8. Mr. Phongchai Sethiwan Authorized Director Member of the Nominating Committee

Member of the Risk Management Committee 9. Mr. Varut Bulakul Member of the Executive Committee Member of the Compensation Committee Member of the Nominating Committee Member of the Investment Committee

4

Management Present : 1. Mr. Chan Bulakul Chief Executive Officer 2. Mr. Anake Kamolnate Executive Vice President 3. Ms. Siriya Boontarig Vice President, Business & Financial Consulting, Investments 4. Ms. Supanee Phongsuparbchon Finance & Accounting Manager Auditors Present : 1. Mr. Sakchai Vathanadachakul A.M.T. & Associates There were 51 shareholders presented, either personally or by proxy, holding together a total of 698,156,623 shares equal to 2.67% of the total number of shareholders and equal to 70.44% of the total number of subscribed shares of the Company, thereby constituting a quorum. Prior to the opening of the Meeting, the Chairman informed all present of the procedures for voting on each agenda as follows: “If no shareholder opposes or abstains from voting, it shall mean that the Meeting agrees to or approves of the proposed matter. Should any shareholder oppose, disagree or abstain from voting, the voting card provided by the Company shall be used. Each shareholder has the right to either vote for, against or abstain from voting but cannot split his shares to vote in different directions. One share will be counted as one vote. The Company will separate the total votes of shareholders, attending and have the right to vote in the Meeting, into disagreeing, abstaining and agreeing. For the proxy holders holding proxy Form B in which the shareholders have clearly specified their intentions in the proxy form, the Company has already recorded their votes according to the proxy form into the computer. These votes will be combined with the votes of the attending shareholders.” The Chairman declared the Meeting to be duly convened according to the agenda as follows: Agenda 1 : To consider and adopt the Minutes of the Annual General Meeting of Shareholders

No. 1/2014 held on 30th April 2014.

Khun Anake presented the Minutes of the Annual General Meeting of Shareholders No. 1/2014 held on 30th April 2014 to the Meeting for consideration and adoption.

Resolution: The Meeting duly considered and resolved to approve the said Minutes as proposed by

Khun Anake as follows:

698,181,853 votes, equivalent to 100.00% of the total shares of the shareholders attending and have the right to vote, agreed.

25 vote, equivalent to 0.00% of the total shares of the shareholders attending and

have the right to vote, disagreed. 0 vote, equivalent to 0.00% of the total shares of the shareholders attending and have

the right to vote, abstained.

Remark: Under the above agenda, there were additional 2 shareholders either personally or by proxy, representing 25,255 shares joined the Meeting.

5

Agenda 2 : To consider and acknowledge the operating results and approve the audited financial statements for fiscal year 2014 (Attachment 3 - The Annual Report).

Khun Anake proposed to the Meeting for consideration and acknowledgement of the

operational results and for approval of the financial statements for the year ended 31 December 2014, which has been audited by a certified auditor, as detailed in

Attachment 3 - The Annual Report. Khun Supanee Phongsuparbchon summarized the operating results of the Company

and its subsidiaries for the year 2014 as follows:

For the past year 2014, the Company had total revenue from its consolidated financial statement in the amount of 494 million baht, and from the separated financial statement in the amount of 189 million baht. The consolidated financial statement net profit was 329 million baht. It was a profit attributable to equity holders of the parent in the amount of 256 million baht, and the separated financial statement net profit was 68 million. Basic earnings per share were 0.27 baht and 0.07 baht from its consolidated and the separated financial statement respectively. Diluted earnings per share were 0.27 baht and 0.07 baht of its consolidated and separated financial statement respectively.

The Company consolidated financial statement had total asset in the amount of 1,359

million baht, total liabilities in the amount of 74 million baht and total equity in the amount of 1,285 million baht in 2014.

The Company separated financial statement had total asset in the amount of 778

million baht, total liabilities in the amount of 189 million baht and total shareholders’ equity in the amount of 589 million baht in 2014.

Khun Vachara Sukheethammarak proxy from a shareholder, Khun Sunisa Wongsirivej

asked that consolidated service income in 2013 was 524 million baht; however service income in 2014 was 238 million baht why such income was decreasing. Unrealized gain from trading securities in 2014 was 179 million baht, what is forecast in 2015 from the Company regarding this?

The Chairman explained that in 2013 there was a big deal completed which was G Steel

Public Company Limited (“GSTEL”). In 2014 service income decreased due to big deal had not finalized yet which you all known was Jasmine Broadband Internet Infrastructure Fund that we were its consultant. Project size was more than 50,000 million baht, and the fund sold to the public was more than 30,000 million baht, underwriter was Morgan Stanley and Bualuang Securities Public Company Limited. This deal took the Company more than one year and could not complete since SEC had not approved to sell the fund with in December of last year, until finally SEC approved for fund to place its IPO in 1st Quarter/ 2015.

The second deal which was completed in 2015 as well was advisory service to assist

sale of “HEMRAJ” shares for major shareholders to WHA Corporation Public Company Limited (“WHA”). This deal also took the Company more than a year to complete as well. Therefore, service income for 2014 was much lowers than 2013, however, the Company’s service income for 1st Quarter of 2015is much higher than the service income for the whole year of 2013 and 2014 definitely.

In the beginning of 2013 unrealized gain from trading securities was only 30-40%,

however 2013 second half unrealized gain decreased. There was no unrealized gain in 2013. In 2014 there was unrealized gain as many stocks in our hand still have growth. We expect our portfolio in the amount of fair value still have unrealized gain.

Khun Vachara asked that In Consolidated balance sheet shown short term investment

amounting to 831 million baht. Such investment whether is only trading securities or including with Government Bond or Bond debenture or not. Moreover, cash and cash equivalent amounting to 223 million baht, does the Company have investment policy to invest in building such as buying building for rent?

6

The Chairman replied that the Company has invested in Infrastructure fund which provides return benefit around 10% per year. This investment makes the Company to have regular income incurring to cover monthly fixed expenses since investment banking income may not be stable for every month. The Company will keep excess cash for making a big deal finished.

Consolidated short term investment included short term investment by parent company and subsidiaries. Details have shown on note to financial statement, it comprised with trading securities and unit fund.

Khun Vachara further queried that consolidated cash and cash equivalent shown 223

million baht when combined with new fund from 2015 service income, the Company will have sufficient cash on hand. Therefore does the Company have a plan whether to invest at overseas such as Japan or not?

The Chairman replied that we have to understand and have clear information in any

market which we will invest. Then Thailand market is the most appropriated. If the Company will invest in overseas countries, we have to study many conditions such as rules and regulation, policies and currency exchange rate etc which may lead to loss in currency exchange rate. In Thailand we can search and find all needed information and analyze further such as whether which industrial sector are interested to invest or not, how about interest policy, how about bank sector performance and how about export sector etc. If Thailand economy is not quite good, the Company may consider overseas investment and finding smart business alliances.

Solar Energy sector are interested, however, it must be value added company not only making its shares price up otherwise it will not be sustainable business.

Khun Vachara further asked that whether in 2015 the company will have big deals or not

in total amount 100-200 million baht and expect to finish within this year or not. The Chairman said that there is a big deal on hand and will incur partially revenue in

second half. We expect to finish it within this year. If it is not succeed in this year may be postponed to January 2016

A shareholder namely Khun Bovorn Udomsuwannakul queried that sometimes the

Company received fee in term of shares in case such share price decreased gradually which may affect on Brooker’s financial statement, how did Brooker handle this whether sell by cut loss or waiting until share price comes up more than 0.50 baht per share?

The Chairman replied that in case the Company received fee by shares, we charged

fee more than received fee by cash around 125-150 times. It is better than no job and no fund. Shares fee could trade on the stock market which may profit sometimes. If restructuring plan on such client who paid fee by shares will succeed, such shares will rise up.

Khun Vachara further queried that would it be possible for the Company to prepare

treasury stocks since current the Company’s management believes that market share price is lower than real value.

The Chairman replied that to prepare treasury stock will make earning per share

increase and must have sufficient liquidity volume to buy back. BROOK shares are illiquid volume and nobody wants to sell, if the Company buys back which may affect to no volume on buying and selling in the stock market. The Company has to split par in order to increase liquidity volume.

Khun Vachara further asked that the Company has many cash on hand on quarter 1 are

there any plan to declare interim dividend or not The Chairman replied that the Company has to consider first regarding dividend

payment. However, we had announced interim dividend payment and annual dividend payment continuously. We have to keep partially excess cash for investment in order to make the Company profit which may lead to share price increase and dividend payment declaration.

7

The same person queried that what is the Company’s objective to issue BROOK-W4? The Chairman said that the objective is more working capital, however, after issuing

such warrants the Company can make profit from service income which lead to more working capital than funding from warrants exercise. However, the Company fully supports warrant holders to exercise earlier before warrants expiry date since after exercise warrants shareholders can get dividend.

The same person further asked that is it possible for the Company to buy back its shares only non- exercise warrant portion in order to make total number of shares is not too

much to stop dilution effect to the Company share price further. The Chairman explained that exercise warrants will increase total number of shares in

the stock market. However, the problem is no liquidity volume on BROOK shares since no movement on buy and sell. It is not necessary to buy back our shares now.

Resolution:

The Meeting duly considered and resolved to acknowledge the operational results and

approve the audited financial statements for the year ended 31 December 2014 as proposed by Khun Anake as follows:

698,181,853 votes equivalent to 100.00% of the total shares of the shareholders

attending and have the right to vote, agreed. 25 vote, equivalent to 0.00% of the total shares of the shareholders attending and



Agenda 3: To consider and approve appropriation of annual net profits as legal reserve. Khun Anake proposed to the Meeting to consider and approve the appropriation of Baht

3,404,227.20 of annual net profit as legal reserve as required by law. Resolution: The Meeting duly considered and resolved to approve the appropriation of Baht

3,404,227.20 of annual net profit as legal reserve as proposed by Khun Anake as follows:

698,181,853 votes, equivalent to 100.00% of the total shares of the shareholders

attending and have the right to vote, agreed. 25 vote, equivalent to 0% of the total shares of the shareholders attending and have

the right to vote, disagreed. 0 vote, equivalent to 0.00% of the total shares of the shareholders attending and have

the right to vote, abstained. Agenda 4: To consider and approve the appropriation of annual net profits for dividend

payment. Khun Anake proposed to the Meeting to consider and approve the payment of annual

dividend from the operating results for the accounting period from 1 January 2014 to 31 December 2014 of Baht 0.09 per share, at par value of the Company’s share Baht 0.50 each, for the approximate total of Baht 89.19 million or 131% of net profit, in accordance with the Company’s dividend policy – “dividend payment policy of not less than 50% of total net profit after tax depending on the Company’s financial status and liquidity”. In which the Company had already paid the nine-month interim dividend of Baht 0.05 per share on December 1, 2014, for the total of Baht 49.54 million, and the Company will pay the three-month dividend of Baht 0.04 per share, for the approximate

8

total of Baht 39.65 million. The three-month periods 2014 dividend will be paid to shareholders on 25 May 2015 after approved by the Annual General Meeting of Shareholders. This will be the sixth time that the Company has paid dividend.

Resolution: The Meeting duly considered and resolved to approve the appropriation of the

Company’s annual net profits for dividend payment as proposed by Khun Anake as follows:




the right to vote, abstained. Agenda 5: To consider and approve on the reduction of the registered capital from Baht

702,923,643 to Baht 702,918,641 by canceling 10,004 unissued ordinary shares at the par value of Baht 0.50 per share.

Khun Anake proposed to the Meeting to consider and approve decrease the registered

capital by means canceling the 10,004 unused registered shares (Par of Baht 0.50). The 10,004 unused shares were reserved to accommodate the payment of Stock Dividend since 2013.

Resolution:

The Meeting duly considered and resolved to approve on the reduction of the registered

capital from Baht 702,923,643 to Baht 702,918,641 by canceling 10,004 unissued ordinary shares at the par value of Baht 0.50 per share as proposed by Khun Anake as follows:




the right to vote, abstained. Agenda 6: To consider on the amendment to Clause 4 of the Memorandum of Association of

the company to reflect capital reduction, as follows

“Clause 4 Registered Capital: 702,918,641 Baht (Seven hundred two million nine hundred eighteen thousand six hundred forty one Baht)

Divided into: 1,405,837,282 shares (One thousand four hundred five million eight hundred thirty seven thousand two hundred and eighty two shares)

Par value: 0.50 Baht (Fifty Satang)

Categorized into Ordinary shares: 1,405,837,282 shares (One thousand four hundred five

million eight hundred thirty seven thousand two hundred and eighty two shares)

9

Preferred Shares: 0 share -None-”

Khun Anake proposed to the Meeting to consider and approve the amendment to

Clause 4 of the Memorandum of Association of the company to reflect to capital reduction. Provided that the person designated by the Board to proceed the registration of the amendment to the Memorandum of Association with the Ministry of Commerce shall be authorized to make and change of wording and to take any action in order to comply with the instruction of the registrar.

Resolution: The Meeting duly considered and resolved to approve the amendment to Clause 4 of

the Memorandum of Association of the company to reflect to capital reduction as proposed by Khun Anake as follows:


attending and have the right to vote, agreed. 25 votes, equivalent to 0.00% of the total shares of the shareholders attending and

have the right to vote, disagreed. 698,181,878 vote, equivalent to 0.00% of the total shares of the shareholders

attending and have the right to vote, abstained.

Agenda 7: To consider and approve of the changing of par value of the Company from Baht 0.50 each to Baht 0.125 each.

Khun Anake proposed to the Meeting to consider and approve of the changing of par

value of the Company from Baht 0.50 each to Baht 0.125 each in order to increase the total number of the Company’s shares and liquidity of the Company’s shares. Therefore, the registered ordinary shares will be increased by 4,217,511,846 shares from 1,405,837,282 shares to 5,623,349,128 shares.

Resolution: The Meeting duly considered and resolved to approve of the changing of par value of the

Company from Baht 0.50 each to Baht 0.125 each as proposed by Khun Anake as follows:




the right to vote, abstained. Agenda 8: To consider on the amendment to Clause 4 of the Memorandum of Association of

the company to reflect the changing of par value, as follows

“Clause 4 Registered Capital: 702,918,641 Baht (Seven hundred two million nine hundred eighteen thousand six hundred forty one Baht)

Divided into: 5,623,349,128 shares (Five thousand six hundred twenty three million three hundred forty nine thousand one hundred and twenty eighty shares)

Par value: 0.125 Baht (Twelve Satang and a Half)

10

Categorized into Ordinary shares: 5,623,349,128 shares (Five thousand six hundred twenty

three million three hundred forty nine thousand one hundred and twenty eighty shares)


Khun Anake proposed to the Meeting to consider and approve the amendment to Clause

4 of the Memorandum of Association of the company to reflect to changing of par value of the Company from Baht 0.50 each to Baht 0.125 each. Provided that the person designated by the Board to proceed the registration of the amendment to the Memorandum of Association with the Ministry of Commerce shall be authorized to make and change of wording and to take any action in order to comply with the instruction of the registrar.


the Memorandum of Association of the company to reflect to changing of par value of the Company from Baht 0.50 each to Baht 0.125 each as proposed by Khun Anake as follows:





Agenda 9: To consider and approve increase the Company's registered capital from Baht 702,918,641 to Baht 705,918,641 by an issuance of 24,000,000 new ordinary shares at the par value of Baht 0.125 per share to support the adjustment of the right of the existing warrants BROOK-W4 (due to the adjustment of the exercise price and exercise ratio of warrants BROOK-W4 follow as right adjustment conditions).

The Chairman proposed to the Meeting to consider and approve increase the

Company's registered capital from Baht 702,918,641 to Baht 705,918,641 by an issuance of 24,000,000 new ordinary shares at the par value of Baht 0.125 per share to support the adjustment of the right of the existing warrants BROOK-W4 follow as right adjustment conditions.

Resolution:

The Meeting duly considered and resolved to approve increase the Company's registered capital from Baht 702,918,641 to Baht 705,918,641 by an issuance of 24,000,000 new ordinary shares at the par value of Baht 0.125 per share to support the adjustment of the right of the existing warrants BROOK-W4 follow as right adjustment conditions as proposed by Khun Anake as follows:





11

Remark: Under the above agenda, there were additional 1 shareholder either personally or by proxy, representing 125 shares joined the Meeting.

Agenda 10: To consider on the amendment to Clause 4 of the Memorandum of Association of

the company to reflect capital increase, as follows

Clause 4 Registered Capital: 705,918,641 Baht (Seven hundred five million nine hundred eighteen thousand six hundred forty one Baht)

Divided into: 5,647,349,128 shares (Five thousand six hundred forty Seven million three hundred forty nine thousand one hundred and twenty eighty shares)

Par value: 0.125 Baht (Twelve Satang and a Half)

Categorized into Ordinary shares: 5,647,349,128 shares (Five thousand six hundred forty

Seven million three hundred forty nine thousand one hundred and twenty eighty shares)


Khun Anake proposed to the Meeting to consider and approve the amendment to Clause 4 of the Memorandum of Association of the company to reflect to capital increase. Provided that the person designated by the Board to proceed the registration of the amendment to the Memorandum of Association with the Ministry of Commerce shall be authorized to make and change of wording and to take any action in order to comply with the instruction of the registrar.


the Memorandum of Association of the company to reflect to capital increase as proposed by Khun Anake as follows:





Agenda 11: To consider the allotment of 24,000,000 newly issued ordinary shares at a par value of Baht 0.125 per share to support the adjustment of the right of the existing warrants BROOK-W4

Khun Anake proposed to the Meeting to consider and approve the allotment of 24,000,000 shares at a par value of Baht 0.125 as reserve for the exercise of warrant issued to existing shareholders (BROOK-W4) due to the adjustment of the exercise price and exercise ratio of warrants (BROOK-W4) follow as right adjustment conditions.

Resolution:

The Meeting duly considered and resolved to approve the allotment of 24,000,000 shares as reserve for the exercise of warrant issued to existing shareholders (BROOK-W4) due to the adjustment of the exercise price and exercise ratio of warrants (BROOK-W4) follow as right adjustment conditions as proposed by Khun Anake as follows:

12


25 votes, equivalent to 0.00% of the total shares of the shareholders attending and



Agenda 12: To consider and appoint the Company’s auditor and approve the audit fee for fiscal year 2015.

Khun Anake proposed to the Meeting to consider reappointment of Prof. Emeritus

Kesree Narongdej CPA No.0076 or Mr. Chaiyuth Angsuwithaya CPA No.3885 or Mrs. Natsarak Sarochanunjeen CPA No.4563 from A.M.T. & Associates that has no relationships and/or any interests with the Company and its subsidiaries, the management team, major shareholders or any connected with such persons, as the auditor of the Company and its subsidiaries for the year 2015 with the audit fee of not more than 1,640,000 Baht.

Resolution: The Meeting duly considered and resolved to reappoint the auditor for the Company and

its subsidiaries for the year 2015 and to fix the audit fee as proposed by Khun Anake as follows:




the right to vote, abstained. Agenda 13: To consider and elect Directors to replace those who are due to retire by rotation. Khun Anake advised the Meeting that, as stipulated in the Company’s Article of

Association within the Annual General Meeting of Shareholders No. 1/2015, there are three directors due to retire by rotation, namely:

Mr. Varut Bulakul Mr. Robert William McMillen Dr. Peter Weldon The Nominating Committee, after careful consideration, agreed and proposes to the Board of Directors of the Company to reappoint the four directors due to retire by rotation to serve as a director of the Company.

Khun Anake proposed to the Meeting to consider reappointing Mr. Varut Bulakul as the Company’s director for another term.

Resolution: The Meeting duly considered and resolved to reappoint Mr. Varut Bulakul as the

Company’s director for another term as follows:


25 votes, equivalent to 0.00% of the total shares of the shareholders attending and

have the right to vote, disagreed.

13

0 votes, equivalent to 0.00% of the total shares of the shareholders attending and have the right to vote, abstained.

Khun Anake proposed to the Meeting to consider reappointing Mr. Robert William

McMillen as the Company’s director for another term. Resolution:

The Meeting duly considered and resolved to reappoint Mr. Robert William McMillen as the Company’s director for another term as follows: 698,181,978 votes, equivalent to 100.00% of the total shares of the shareholders


have the right to vote, disagreed. 0 votes, equivalent to 0.00% of the total shares of the shareholders attending and

have the right to vote, abstained.

Khun Anake proposed to the Meeting to consider reappointing Dr. Peter Weldon as the Company’s director for another term.

Resolution: The Meeting duly considered and resolved to reappoint Dr. Peter Weldon as the

Company’s director for another term as follows:


1,875,150 votes equivalent to 0.27% of the total shares of the shareholders attending

and have the right to vote, disagreed. 0 votes equivalent to 0.00% of the total shares of the shareholders attending and

have the right to vote, abstained. Agenda 14: To consider and fix the remuneration for the Company’s Board of Directors for the

period from January 1 – December 31, 2015 Khun Anake requested the Meeting to consider and approve the proposed remuneration

for the Company’s Board of Directors for the period from January 1 - December 31, 2015 which has been carefully reviewed by the Compensation Committee for the amount not exceeding 5,300,000 Baht.

Resolution: The Meeting duly considered and resolved to approve to fix the remuneration for the

Company’s Board of Directors for the period from January 1 – December 31, 2015 for the amount not exceeding 5,300,000 Baht as proposed by Khun Anake as follows:





14

Agenda 15: Consideration on other business (if any). Khun Anake advised that this agenda is provided for shareholders to ask question

and /or for directors to clarify any queries from the shareholders. Khun Anake invited the shareholders to ask questions and give any suggestions.

Khun Vachara asked that what is Thai economy’s overall on Chairman’s overview and how many expected return for the Company’s portfolio? The Chairman said that US economy is better, however, the shown figures not yet confirmed. Quantitative Easing policy (OE) has already eased and will consider using year by year. The problem is only US power could not raise up all global economy. Europe Economy is not quite good as Euro currency is started depreciation due to QE policy. However, it affects to lift up export industry. Japan economy has not quite well yet. Inflation and the stock market share price is quite high. Yen currency depreciates around 40-50% due to export sector stimulation. China economy has expanded at rate 10 % for many years. Only this year drops to 6% due to China Government has launched Leasing Policy which allows Bank to release loan to do/expand business to stimulate China economy. As a result, current China NPL still high. Then, China Government realizes to have discipline of finance by carefully consideration on release-loans. China economic recession has just started, growth rate decreases and national buying power about commodity goods start to decrease including increase in export sector which all affect to economic growth rate of other countries. Thai currency is appreciated more than Europe and Asian around 5-6% which affects export sector since buying power for commodity goods around the world decrease around 50%. Big projects approval by Thai government to stimulate Thai economy still slow, nobody dare to invest as well as Thailand still faces with corruption problem on big projects. As a result, Thai economy growth rate is not high. The Company is confident on our investment portfolio, we expect return around 20% in this year. Bank, tour, entertainment as well as property sector still are interested since share price are continuously high. A shareholder queried that what is the Thai economy overall if Thailand high - speed Rail Project will be finished? The Chairman replied that wherever there is investment on High - speed Rail Project, it will be very good. Since China, Japan and US have ever invested on their countries and after finished overall of their economy growing up. However, Thailand has considered such project for a long time, no government has started it yet. The same shareholder asked that how Thailand economy will be if Thailand high - speed Rail Project has finished when compare with Myanmar and Vietnam The Chairman replied that Thai economy is the best since Myanmar growth is lower than Thai around 20 years and Vietnam growth is lower than Thai around 5-10 years. The same shareholder queried further that if AEC logistics is finished and connected together, logistics center will move from Thai to Myanmar or not. The Chairman replied that it will take many years and a long time to reach that.

15

As there are no other matters to be considered, the Chairman thanked all shareholders for their participation and declared the Meeting adjourned. The Meeting adjourned at 16.05 p.m. Signature Chairman of the Meeting (Mr. Chan Bulakul)

16

PROXY( Form B ) Attachment No. 2 (Duty Stamp of Baht 20 is required)

Written at …………………………………. Date……………….Month…………………………2015

(1) I / We…………………………..……..…Nationality………………Residing at No……………

Road…………………………………….Sub District………………… District ………………….

Province……………………………..…..Postal Code…………………………………………….

(2) I / We am /are a shareholder of The Brooker Group Public Company Limited, holding the shares in the total amount of …………………………..shares and the total number of votes for which I/ we am /are entitled to cast is ……………………………………votes as described below : ordinary shares in the amount of ……………………………shares and the number of votes for

which I/ we am /are entitled to cast is ………………………..votes. (3) I / We hereby appoint

(1) Age years, residing at no

Road Sub district District

Province Postal Code or



Province Postal Code or



Province Postal Code Only one of them act as my/our Proxy to attend and vote on my/ our behalf at the Extraordinary General Meeting of the Shareholders No. 1/2015 to be held on 12th October 2015 at 10.00 a.m. at Ballroom II room, 2nd floor, Sheraton Grande Sukhumvit Hotel, 250 Sukhumvit Road, Klongtoey Nua, Wattana, Bangkok 10110 or on such other date and at such other place as may be adjourned or changed. (4) I/ we hereby authorize the Proxy to vote on my /our behalf in this morning as follows:

Agenda 1 To consider and adopt the Minutes of the Annual General Meeting of Shareholders No. 1/2015 held on 27th April 2015.

(A) The Proxy may consider the matters and vote on my /our behalf as the Proxy

deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my /our behalf as follows:

Approve vote(s) Disapprove vote (s) Abstain vote(s)

17

Agenda 2 To consider and approve to appoint Dr. Narongchai Akrasanee as a new director of the Company and to appoint Dr. Narongchai Akrasanee as Chairman of the Board of Directors.( Attachment 3)

(A) The Proxy may consider the matters and vote on my /our behalf as the Proxy

deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my /our behalf as follows:

Approve vote(s) Disapprove vote (s) Abstain vote(s) Agenda 3 Consideration on other business (if any).

Subject…………………………………………………………………………………

(A) The Proxy may consider the matters and vote on my /our behalf as the Proxy deems appropriate in all respects.

(B) The Proxy may consider the matters and vote on my /our behalf as follows :


Subject…………………………………………………………………………………




(5) In case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects. (6) In case I/We have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects. Any act(s) undertaken by the proxy at such meeting shall be deemed as my/our own act(s) in every respects.

Signed ______________________________Grantor

( ) Signed _______________________________Proxy

( ) Signed_______________________________ Proxy

( )

18

Notes :

1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes.

2. For Agenda electing directors, the whole Board of Directors or certain directors can be elected.

3. In case the meeting considers or passes resolutions in any matters over those specified above, it can be specified in the attached along of the proxy form.

19

Annex to the Form of Proxy Grant of proxy as a shareholder of The Brooker Group Public Company Limited. At the Extraordinary General Meeting of Shareholders No. 1/2015 on 12th October 2015 at 10.00 a.m. at Ballroom II room, 2nd Floor, Sheraton Grande Sukhumvit Hotel, 250 Sukhumvit Road, Klongtoey Nua, Wattana, Bangkok 10110 or at any adjournment thereof to any other date time and venue. …………………………………………………………………………………………………………

Agenda subject




Agenda subject




Agenda subject



Approve vote(s) Disapprove vote (s) Abstain vote(s) I hereby certify that all details in this Annex to the form of proxy are true and correct in every respect. Singed …………………………………………Grantor (……………………………………………..) Date / /

Singed …………………………………………. Proxy ( …………………………………………….. ) Date / /

20

Independent Directors’ Information in case of proxy 1. Dr. Peter Weldon

Independent Director Chairman of the Audit Committee Age 78 years Address: 18/112, 22nd Floor, Somkid Gardens Condominium, 18 Soi Somkid, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 No any interests on any agendas. OR

2. Mr. Sompong Phaoenchoke Independent Director Member of the Audit Committee Member of the Compensation Committee Age 55 years

Address: 28/6 Moo.1 Soi Petchkasem 81, Petchkasem Rd., Nongkangphu, Nongkham, Bangkok 10160

No any interests on any agendas OR

3. Mrs. Punnee Worawuthichongsathit Independent Director Member of the Audit Committee Chairperson of the Nominating Committee Chairperson of the Compensation Committee Age 63 years Address: 612 Thanurat Road, Thungwatdown Sub-district, Sathorn District, Bangkok 10120 No any interests on any agendas

21

Attachment No. 3

The Curricula Vitae of appropriate person nominated for election as a new director

Name – Surname Position Age Education Training for director course Share holding in the Company Experience

Present 2010-Present 2004-Present 2002-Present 1984-Present 2014-2015 2012-2014 2012-2014 2012-2014 2011-2014 2009-2013 2009-2011 2008-2012 2008-2010 2007-2011 2006-2007 2005-2007 2004-2006

Dr. Narongchai Akrasanee - Chairman of the Board of

Directors - Independent Director 70 years Ph D Economics, John Hopkins University, USA Directors Accreditation Program (DAP) (2003) 1,875,000 shares, equal to 0.04% of paid up capital - Chairman, KhonKaen University Council - Chairman, Thailand National Committee for Pacific

Economic Cooperation Council (TNCPEC) - Chairman of The Steering Committee and Vice

Chairman, The Council of Mekong Institute (MI) - Honorary Advisor, The Fiscal Policy Research

Institute Foundation (FPRI) - Member of the Board of Directors & Council of

Trustees, Thailand Development Research Institute (TDRI)

- Minister of Energy - Independent Non-Executive Director of AIA Group - Chairman of the Board of Directors, Ananda

Development Plc. - Independent Director and Chairman of the Audit

Committee, Malee Sampran Plc. - Member, Monetary Policy Committee of the Bank of

Thailand (BOT) - Director, National Economic and Social Development

Board, (NESDB) - Advisory Member of Board of Investment of Thailand

(BOI) - Chairman, the Office of Knowledge Management and

Development (OKMD) - Chairman of the Board of Directors, Export-Import

Bank of Thailand (EXIM) - Member of the Board of Directors, Office of the

Insurance Commission (OIC) - Member of the National Legislative Assembly of

Thailand - Chairman, the Thai Government Working Group on

FTA Implementation - Advisor to the Board of the Federation of Thai

Industries (FTI)

22

2004-2014 2003-2008 2003-2004 2003-2014 1997-2014 1996-2000 1996-1997 1992-1996 1991-1996 1974-2011 1974 Directors/ Executives in other listed companies Directors/Executives in other companies (non-listed companies) Directors/Executives in other companies which may cause conflict of interest to the Company Relationship with the Company/subsidiaries/associates or other corporates which may have conflict in present or during the past 2 years

- Chairman of the Board of Directors, MFC Asset

Management Plc. - President, Economic Society of Thailand - Member of the Board of Directors and Executive Vice

Chairman, The Industrial Finance Corporation of Thailand (IFCT)

- Chairman of the Board of Directors and Independent Director, Brooker Group Plc.

- Chairman of the Board of Directors, Seranee Group of Companies

- Senator, the Senate of Thailand - Minister of Commerce - Member of the Board of Directors, Securities and

Exchange Commission (SEC) - Chairman of the Board and Chief Executive Officer,

General Finance & Securities Plc. - Former Economic Advisor to various Thai Government - Dean, Faculty of Economics, Thammasart University -None- -None- -None- - Having no relationship with executives or major

shareholders/subsidiaries/associates or other corporates which may have conflict

- Being a non-executive director, staff, employee or advisor receiving regular salary

- Not being a professional such as auditor or law consultant

- Have no significant business relationship which may affect the independence in performing duties

23

Attachment No. 4

Map of the Sheraton Grande Sukhumvit Hotel 2nd Floor, Ballroom 2

24

(Translation) Attachment No. 5

Articles of Association of

The Brooker Group Public Company Limited

-etc-

Chapter 3 General Meetings

16 The Board of Directors shall convene an annual general meeting of shareholders

within 4 months following to the end of the fiscal year of the Company. All other meetings of shareholders are called “extraordinary general meetings of

shareholders.” The Board of Directors may summon an extraordinary general meeting whenever deemed necessary. Shareholders holding not less than one-fifth of the shares or not less than 25 persons, holding not less than one-tenth of the total issued shares, may request in writing that the Board of Directors summon an extraordinary general meeting, provided that such requested specifies the purposes of which the meeting shall be summoned. The Board of Directors shall convene such meeting within 1 month from the date of receipt of such written request from the shareholders.

17 All shareholders meetings shall be held at the registered office of the Company or

any other place as agreed upon by the directors and as stated in the notice calling the shareholders meeting.

To convene a general meeting of shareholders, the Board of Directors shall issue a notice to the shareholders specifying the place, the day and the time of the meeting together with the agenda and the matters to be proposed to the meeting with sufficient details, clearly stating which matter is for acknowledgement, approval or consideration of the shareholders together with the directors’ opinion on each matter. The notice shall be sent to the shareholders and the Registrar not less than 7 days prior to the meeting and shall be published in a newspaper for 3 days consecutively and not less than 3 days prior to the meeting.

18 The purpose of an annual general meeting of shareholders is

(1) to consider the report and review the performance of the board of directors and suggestions for the future operation;

(2) to consider and approve the balance sheet and profit and loss statement for

the last fiscal year; (3) to consider the remuneration for the board of directors and declaration of

dividend and the allocation of capital reserves of the Company; (4) to appoint directors replacing those retiring by rotation; (5) to appoint the Company’s auditors and fix their remuneration; and (6) to consider other business.

25

19 At any shareholders meeting, a quorum requires the present of shareholders and proxies amounting to at least 25 persons or not less than one half of the total number of shareholders and in either case such shareholders shall hold shares amounting to at least one-third of the total number of share sold of the company.

At any shareholder meeting, if 1 hour has passed since the time specified for the

meeting and the number of shareholders attending the meeting is still inadequate for a quorum as defined in the first paragraph, and if such shareholders meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not lees than 7 days prior to the date of the meeting. In the subsequent meeting a quorum is not required.

20 Each shareholder is entitled to one vote for each share he holds in the Company.

21 A resolution of the shareholders’ meeting shall require

21.1 in an ordinary event, a majority of votes of the shareholders who attend the meeting and cast their votes. In the case of tied votes, the chairman of the meeting shall have a casting vote.

21.2 in following events, votes of not less than three-fourth of the total number

of votes of shareholders who attend the meeting and have the rights to vote: (a) a sales or transfer of the whole or a vital part of the business of the

Company to other person; (b) a purchase or acceptance of a transfer of business from other companies; (c) the executing, amending or terminating of contracts with respect to leasing

out the whole or a vital part of the business of the Company; the assignment of the management of the business of the Company to any other persons or the amalgamation of the business with other person.

22. Any shareholder may appoint a proxy to attend the meeting and vote for his

behalf. The proxy shall be made in writing, executed by the shareholder and specify the details in relation to name of the authorized person, the number of shares which are held by the shareholders, and meeting number, which the proxy has been made for attending and voting. The proxy holder shall present the proxy form to the Chairman of the meeting or a person designated by the Chairman prior to the commencement of the meeting.

23. In any general meeting, only a shareholder, who has been registered and has paid

up its share capital has the right to vote in any matters either directly or by proxy.

24. The Chairman of the board shall be the chairman of shareholder meetings. If the chairman of the board is not present at a meeting or cannot perform his duty, and if there is a vice-chairman, the vice-chairman present at the meeting shall be the chairman of the meeting. If there is no vice-chairman or there is a vice-chairman who is not present at the meeting or cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting.

26

25. The Chairman of the shareholder meeting may postpone the general meeting with the consent of the meeting provided that the meeting shall fix place, date and time for the next meeting. The Board of Director shall send notice calling for the meeting stating the place, date time and agenda to the shareholders not later than 7 days before the date fixed for the meeting. Said notice shall be published in newspaper for consecutive 3 days no later than 3 days before the date fixed for the meeting. In the postponed meeting, other matters apart from those derived from the previous meeting shall not be discussed.

the brooker group public company limited · 2015. 9. 8. · 12th october 2015 at 10.00 a.m., at...

Documents