invitation to the extraordinary general meeting of ......jul 03, 2019 · the value of such partial...

Invitation to The ExtraordinaryGeneral Meeting of Shareholders

No.1/2019

Maple Hotel, Maple Room 3 (the 2nd Floor, Tower 2)9 Srinakarin Road., Bangna District, Bangkok 10250

Wednesday 3 July 2019

DIMET (SIAM) PUBLIC COMPANY LIMITED

Invitation to the Extraordinary General Meeting of Shareholders No.1/2019

CONTENT

PAGE

Attachment 1 Copy of the 2018 Annual General Meeting of Shareholders

4

Attachment 2 Information Memorandum of Partial Business Transfer 21

Attachment 3 Profile of the independent directors appointed to be a proxy in the 24

Extraordinary General Meeting of Shareholders No. 1/2019

Attachment 4

Conditions, criteria and procedures to attend the meeting, and the

Company’s Articles of Association concerning shareholders’

meeting

28

Attachment 5 Proxy Form Type A, B, C

32

Attachment 6 Registration Form

39

Attachment 7 Map of the meeting venue

40


Invitation to the Extraordinary General Meeting of Shareholders No.1/2019 Page 1 Of 40

Registration No. 0107550000165.

DIMET 008/2019.

May 28, 2019

Subject: Invitation to the Extraordinary General Meeting of Shareholders No.1/2019.

To: Shareholders of Dimet (Siam) Public Company Limited.

Attachments: 1. Copy of the Minutes of the 2018 Annual General Meeting of Shareholders.

2. Information Memorandum of Partial Business Transfer.

3. Profile of the independent directors appointed to be a proxy in the

Extraordinary General Meeting of Shareholders No. 1/2019.

4. Conditions, criteria and procedures to attend the meeting, and the Company’s Articles

of Association concerning shareholders’ meeting.

5. Proxy Form Type A, B, C.

6. Registration Form.

7. Map of the meeting venue.

The Board of Directors’ Meeting No.6/2019 of Dimet (Siam) Public Company Limited (the

“Company”) held on May 27, 2019 has passed the resolutions to convene the Extraordinary General Meeting

of Shareholders No.1/2019 on July 3, 2019 at 10.30 hours at Maple Hotel, Maple Room 3 (the 2nd Floor,

Tower 2) 9 Srinakarin Road., Bangna District, Bangkok 10250 to consider the following agendas.

Agenda 1 To approve the Minutes of the Annual General Meeting of Shareholders for the year 2018.

(Voting: The resolution of this Agenda must be approved by the majority vote of the shareholders

who attend the meeting and cast their votes.)

Background and reasons: The Company had prepared and completed the Minutes of the 2018 Annual

General Meeting of Shareholders which was held on October 30, 2018 and the Company distributed to the

Stock Exchange Market of Thailand within timeframe 14 days including distributed through company’s

website. The Minutes of the 2018 Annual General Meeting of Shareholders which was sent to the shareholders

as attached to this invitation letter (as Attachment 1).

Opinion of the Board of Directors: The Board of Directors sees that the shareholders’ meeting should

certify the Minutes of the 2018 Annual General Meeting of Shareholders which was correct and actually

recorded.

Agenda 2 To consider and approve partial business transfer to the Subsidiary.

(Voting: The resolution of this Agenda must be approved by the votes of not less than three-fourths of

the total votes of the shareholders who attend the meeting and have the right to vote by exclude the

votes of the shareholders who have conflict of interest.)

Background and reasons: By the resolution of the Board of Director Meeting of Dimet (Siam) Public

Company Limited (the “Company”) No. 6/2019, held on May 27, 2019, approved Partial Business Transfer to

Asian Corrosion Control Technology Limited (“Subsidiary”) whereas the Company held 99.88 per cent of

paid-up capital. The objectives of partial business transfer would be to improve the management efficiency of

The company’s business units and to diversify the risk for each business unit.



The Company shall transfer part of the Company’s business which are produce and sell high performance

protective coating products business consist of 1) Industrial coating products such as rust proof paint,

industrial paint and wood coating 2) Decorative coating including assets (land and building, machinery and

equipment and inventory), intellectual property, contracts and licenses in connection with and used for such

business operation including all personnel related thereto, to in the Subsidiary (“Partial Business Transfer”).

The value of such Partial Business Transfer will equal to book value as at the transfer date. The Partial

Business Transfer to its subsidiary planned to set the business transfer date within fiscal year of 2019 after an

approval with special resolution from the shareholders meeting.

Nevertheless, the Board of Directors of the Company and/or any person authorized by the Board of Directors

is empowered to perform any necessary actions regarding partial business transfer to its Subsidiary including

but not limited to price determination of Partial Business Transfer, preparation and signing of Partial Business

Transfer agreement and/or any requested documents that concerned or related to Partial Business Transfer

transaction, determination of Subsidiary’s capital increases according to the value of Partial Business Transfer

and also to prepare and/or submit any application and/or document to the related authorities. (as Attachment

2).

This Partial Business Transfer to the Subsidiary has no significant impact to total assets of the Company. This

transaction does not consider as an asset acquisition transaction of listed company under the Notification of

the Capital Market Supervisory Board No. Tor Jor. 20/2551 regarding Rules for Entering into Substantial

Transactions within the Definition of an Acquisition or Disposal of Assets dated 31 August B.E. 2551 (and its

amendments) and the Notification of the Board of Governors of the Stock Exchange of Thailand regarding

Disclosure and Compliance by Listed Companies relating to Acquisition or Disposal of Assets B.E. 2547

dates 29 October B.E. 2547 (and its amendments) and also does not be followed a related party transaction of

listed company under the Notification of the Capital Market Supervisory Board No. Tor Jor. 21/2551

regarding Connected Transactions Rules dated 31 August B.E. 2551 (and its amendments) and the

Notification of the Board of Governors of the SET regarding Disclosure and Compliance by Listed Companies

relating to Connected Transactions B.E. 2546 dates 19 November B.E. 2546 (and its amendments). However,

this Partial Business Transfer is considered as a transferring significant part of the business that falls under

Clause 107 (2) (a) of the Public Company Act B.E. 2535 (and its amendments) which requires the

shareholders’ approval with at least three-fourth of total votes of shareholders attending the meeting and

entitled to vote.

Opinion of the Board of Directors: The Board of Directors sees that the shareholders’ meeting should

consider and approve the partial business transfer to Asian Corrosion Control Technology Limited

(“Subsidiary”) whereas the Company held 99.88 per cent of paid-up capital. (“Subsidiary”)

Agenda 3 To consider other business (if any).

Opinion of the Board of Directors: This agenda is open for the shareholders to ask any queries and

gives opportunity for the Board of Directors to answer queries of the shareholders (if any).

The Company will open for registration and check documents of the shareholders at the meeting venue from

8.30 – 10.30 hours, and will conduct the meeting in accordance with the procedures of the shareholders’

meeting as detailed in Attachment 4. You are therefore invited to attend the meeting on the date, time and

place mentioned above. For those of you who cannot attend the meeting by yourself, please proxy other

person by using any Proxy Forms shown in Attachment 5. For your convenience, the Company recommends

you to use Form B, which specifies the list of items to be delegated to the proxy quite clearly and in details.

You may appoint other person or the following independent director to be the proxy to attend the meeting and

vote on your behalf. For a foreign shareholder who appoints a custodian in Thailand to deposit and



safekeeping of his shares, please use Form C. The said proxy form shall be submitted to the Company before

attending the meeting.

Please see the profiles of the designated independent directors appointed as a proxy in the meeting stated in

Attachment 3.

1. Ms. Wanna Maluengnon Independent Director / Chairman of audit committee/ Chairman of Nomination and Remuneration

Committee/ Risk Management committee

2. Mr. Manit Koothanapath Independent Director / Audit Committee /Nomination

and Remuneration-Committee

The Company fixes on June 10, 2019 as the record date for determining the shareholders entitled to

attend the Extraordinary General Meeting of Shareholders No.1/2019.

Sincerely yours,

(Mr. Panya Boonyapiwat)

Chairman



Attachment 1

Copy of the Minutes of the 2018 Annual General Meeting of Shareholders -------------------------------------------------------------------------------------------------------

Minutes of the 2018 Annual General Meeting of Shareholders

Dimet (Siam) Public Company Limited

Time and place

The meeting was held on Tuesday October 30, 2018 at 10.30 am at the Maple Room, Tiara Room, 9

Srinakarin Road, Bangna, Bangkok 10250.

Directors Attending the Meeting

1. Dr. Panya Boonyapiwat Chairman/ Chairman of the Executive Committee/

Chairman of the Risk Management Committee and

Managing Director

2. Pol Lt Gen. Somkid Boonthanom Director

3. Mr. Theerachai Leenabanchong Director / Executive Director/ Nomination and

Remuneration-Committee

4. Mr. Chokchai Niamrat Director / Executive Director

5. Miss Wanna Maluengnon Independent Director / Chairman of the Audit Committee /

Chairman of Nomination and Remuneration

Committee/Risk Management Committee

6. Mr. Manit Koothanapath Independent Director / Audit Committee/ Nomination and

Remuneration-Committee

7. Pol. Col. Prapass Piyamongkol Independent Director / Audit Committee

Directors Absent from the Meeting

- None –

The Secretary to the Board

1. Mrs. Yuppadee Koopetngarm

Auditors from Grant Thornton Co.,Ltd

1. Miss Kanyarat Sriratchatchaval Auditor

Financial and Accounting Executive

1. Mr. Paiboon Buddeewong Assistant Accounting Manager.

Attendees

1. Mr. Narongsak Tangtong Nominated person to be appointed as

Company Director (Attachment 6).



Panya Boonyapiwat, Chairman of the Board, presided over the meeting.

Before entering the agenda, the host welcomed the shareholders, Proxy from shareholders Officers from the

Stock Exchange, the press, honored guests, and introduced the Chairman, Board of Directors, Executive

Director, Independent Director, Independent Director and Audit Committee, Auditors from Grant Thornton

Co., Ltd. Then the host gave the meeting an agenda, the process of conducting the meeting, and how to vote

on each agenda. The details are as follows.

All shareholders can vote, approve, disapprove or abstain in the ballot received at registration.

Each agenda item is in accordance with the Company's Articles of Association, counting one share to

one vote.

At the end of each agenda item. The Chairman will ask all shareholders to vote on the agenda. There

will be staff of the company collecting ballot papers of the specific shareholders who do not agree or

abstain. Shareholders were asked to raise their hands and hand over their completed ballots to the

Company's staff. The Company will count the votes of the shareholders who voted, disapproved and

abstained. The votes will be deducted from the total number of votes attending the meeting and having

the right to vote. The remaining votes will be counted as votes in the agenda. The remaining votes will

be counted as votes (approved) in the agenda. Except for Agenda 5, which is the agenda for the

appointment of the retiring directors by rotation, the shareholders have to submit the ballot papers,

approve, disapprove or abstain to company’s staff to count all votes. The outcome of the resolution

will be informed before the next agenda.

If any shareholder would like to ask or comment, be able to ask the questions or express the related

opinions directly to the agenda. And if any shareholder wished to suggest a comment that was not in

the agenda, be able to comment on Agenda 10, other considerations. In addition, the questions or

opinions. The shareholders or proxy from the shareholders, please kindly provide the names and full

names in order to complete and accurate recorded for the minutes of the meeting.

Then the host invited the Chairman to open the meeting and the meeting proceeded to the agenda.

The Chairman welcomed the Shareholders, Proxy from shareholders, Officers from the Stock Exchange, the

press, and all attendees. The Company Secretary informed the Meeting that there were shareholders attending

the meeting in person and by proxy as the amount 138 persons. Number of shares held 219,932,771 shares,

representing 40.89% of the total number of shares sold, totaling 537,906,894 shares,which is constituted

quorum in accordance with the Company's Articles of Association.

Agenda 1 To consider and certify Minutes of Extraordinary General Meeting of Shareholders

No.1/2018 held on June 15th, 2018.

Secretary of the meeting prepared the Minutes of the Extraordinary General Meeting of Shareholders

No.1/2018 held on June 15th, 2018.The Board of Directors has considered and agreed that the resolution of the

shareholders' meeting. Thus, The Company would like to propose to the General Meeting of Shareholders to

consider and approve the minutes of the Extraordinary General Meeting of Shareholders No. 1/2018 which

was sent to the shareholders with this invitation letter. The Board of Directors considered that the shareholders

should approve the minutes of the meeting.



Then the company secretary provided the opportunity for shareholders to ask questions and comments on the

related issues. There was neither shareholder inquired any further, nor shareholder objected to or asked for an

edit of the Minutes.

The Company Secretary asked the meeting to vote on this agenda. For this agenda (Agenda 1) have to be

approved by not less than half of the total number of votes of shareholders attending the meeting and having

the right to vote.

Company Secretary declared the resolution:

There were 111 shareholders attending the meeting in this agenda, both in person and by proxy, representing

the total shares 213,277,437 shares or 39.65%

The Meeting unanimously resolved to certify the minutes of Extraordinary General Meeting of Shareholders

No.1/2018 held on June 15th, 2018 with the following votes:

In favor 213,277,437 votes being 100% of the votes of the shareholders attending the Meeting

Not in favor - votes being - of the votes of the shareholders attending the Meeting

Abstain - votes being - of the votes of the shareholders attending the Meeting

Agenda 2 To acknowledge performance of the company for financial year 2018, and report of

Directors.

The company prepared financial year 2018 business performance ended June 30th, 2018 which show the

operation results in financial year 2018. Board of director considered and found it is accurate and adequate,

then propose to the shareholders meeting to acknowledge the financial year 2018 performance ended June

30th, 2018 as below;

Total Revenues Year 2017 Year 2018 Variance

(MB) (MB) (MB) (%)

Total Revenues 303.85 278.89 (24.96) (8.21)

1. Revenue from domestic sales

Industrial paints products/1 194.43 139.70 (54.73) (28.15)

Decorative Paints 25.42 20.39 (5.03) (19.79)

Others (Other paints/income from 82.00 115.74 33.74 41.15

production (OEM) and services )

Other revenues (Management fee, rental 1.93 1.96 0.03 1.55

incomes and interest receive)

2. Revenue from overseas sales 0.07 1.10 1.03 1,471.43

Gross Profit 69.63 50.25 (19.38) (27.83)

Gross Profit (%) 23.06% 18.15% (4.96)

Selling and Administration Expenses 95.05 88.05 (7) (7.36)

Profit (loss) attributable to (23.18) (36.03) (12.85) (55.44)

Shareholders’ equity of the parent company (23.33) (35.74) (12.41) (53.19)

Non-controlling interests 0.15 (0.29) (0.44) (293.33)

Comprehensive profit (loss) margin (%) (7.73%) (13.82%) (6.09) Remark:/1 Industrial coatings products are consisted of Protective Coatings, Timber Coatings and industrial paints.


related issues. There was neither shareholder inquired any further, nor shareholder objected to or asked for an

edit of the Minutes.

For Agenda 2, this is only Acknowledge agenda, so there is no resolution.



Agenda 3 To consider and approve the financial statements for year ended 30th June 2018.

The Company has prepared the financial statements for the year ended 30 June 2018. The Auditor of the

Company verified. The Audit Committee and the Board of Directors have considered that the financial

statements are accurate and complete in accordance with generally accepted accounting principles. Thus, The

Company would like to propose to the General Meeting of Shareholders to approve the financial statements

for the year ended 30 June 2018 as shown in "Financial Statements" of the Annual Report which is submitted

with this invitation letter to shareholders. The Board of Directors considered that the shareholders should

approve the financial statements for the year ended 30 June 2018 which is verified by the Auditor of the

Company.


related issues.

I. Mr Thongthot Panglad, Volunteer to protect rights to shareholders, Thai Investors Association: There

are Receivable in Financial Budget which is over one year old or 12 months onwards in 2018 as 12

MB and set provision of 14 MB, what is the way how management required to do?

Dr. Panya Boonyapiwat, Chairman to the meeting: At present, debt collection was delayed as

economy situation, from negotiation, customer will gradually pay to company. However, in financial

and accounting system, resulting company to set provision. Mostly customers make their business

with company for a long time as well as company has policies to consider customer monetary

situation to reduce company risks.

II. Mr Thongthot Panglad, Volunteer to protect rights to shareholders, Thai Investors Association: What

is the usual credit period gave to customers?

Dr. Panya Boonyapiwat, Chairman to the meeting: The usual credit term mostly is 60 to 120 days.

III. Mr Thongthot Panglad, Volunteer to protect rights to shareholders, Thai Investors Association: For

Increasing Quantity of Deteriorated Product, How company management solve the problems?

Dr. Panya Boonyapiwat, Chairman to the meeting: As company set the deteriorated products

according to accounting figures but in fact, such products, some of them could be blended as raw

materials in production, it is during process designing from company Technical and production.

No further questions were raised by shareholders nor shareholder objected to or asked for an edit of the

Minutes.

Company Secretary asked the meeting to vote on this agenda. For this Agenda 3 will have to be approved by

not less than half of the total number of votes of shareholders attending the meeting and having the right to

vote.






The Meeting unanimously approved the financial statements for the year 2018 ended June 30, 2018 with the

following votes.




Agenda 4 To consider and approve the omission of the dividend payment for the operation

performance of 2018

The Company secretary informed to the Meeting that the Company has the policy to make payment of the

dividends to its shareholders not less than 40% of net profits after deduction of all kinds of reserves as

specified by the Company’s Articles of Association and by laws. In this year, the Company’s performance for

2018 has loss amounting to 35.74 Million Baht as shown in Company Performance 2018 ended June 30, 2018,

Page. 3 of Annual Report 2018. The Company’s Board of Directors had considered and viewed that the

shareholders should approve the omission of the dividend payment for the year 2018 due to which there was a

loss from the Company’s performance.

Thereafter, the company secretary gave an opportunity to shareholders to inquire and express their opinion on

the relevant matter.

I. Mr. Rojakorn Lertpiyanuntakoon; Shareholders, As company did not pay dividends this year, when

will you think company could pay dividends.

Dr. Panya Boonyapiwat, Chairman to the meeting:After adjusting company base since last year,

company faced problems and found solution to the problems. Also, as company started business with

Carboline by bringing License from Carboline to manufacture anti-rust paintings in Thailand. In past

year, company started production by providing suitable raw materials and qualified to produce. R&D

and production departments were trained to transfer manufacturing technology from Carboline,

United States of America. We adapted products to be suitable with Thailand Environmentand and

appropriate to our customers, company believed that within this year company would have full

capacity and efficiency to get into markets and resulted in profits.

II. Mr. Rojakorn Lertpiyanuntakoon; Shareholders: As latest news, company invested funds with

Company IGEN. With such investment, company would gain payback within 7 years. Could company

get the payback quicker than this investment?

Dr. Panya Boonyapiwat, Chairman to the meeting: Company expanded funds and extended to invest with

IGEN which IGEN runs electrical contractor business with annual revenue of 100 MB. Therefore,

company decided to invest with IGEN means that when IGEN profit would send profits return to

company. Company invested 14% of IGEN, then the profit will be returned as much as 14% from IGEN

profits. Furthermore, company started new department to purchase raw materials for IGEN, currently,

IGEN is constructing electricity factory project for The Electricity Generating Authority of Thailand

including wiring electricity wires underground project. At the moment, IGEN has bus-duct factory which

is new technology as could be sold locally and overseas. It is a good business trends as company decided

to invest with IGEN.



III. Mr. Rojakorn Lertpiyanuntakoon; Shareholders: Should Revenue from IGEN in first quarter in 2019

would return to Dimet or not?

Dr. Panya Boonyapiwat, Chairman to the meeting: As investment in IGEN only 14% which company

did not consolidate in total budget therefore, we have to wait IGEN to close their account in

December 2018 in order to know the net profit and dividends.

IV. Ms. Jennate Methaveevinit, Proxy from shareholders: From 14% investment in IGEN, where did the

company gain the funds from? Company receives funds to produce OEM products which have revenue of

225 MB, company would open market or bring such products to new outskirt village construction to trial

product quality.

Dr. Panya Boonyapiwat, Chairman to the meeting: Investment fund 14% came from fund expansion from

last two quarters which recently company has adequate cash flow to invest in developing company. This

development included opening new market, develop ERP program, making advertisement directly for

decorative market as customer did not know our products.


Minutes.



vote.




The Meeting considered and resolved by unanimous vote for the omission of the dividend payment for the

Company’s performance in 2018 as follows:




Agenda 5 To consider approving an appointment of the directors to replace the directors who

retire by rotation.

The company secretary informed the meeting that according to the Company’s Articles of Association, in

every Annual General Meeting of Shareholders, 1/3 of the total directors shall be retired by rotation and they

may be appointed to be re-elected.

In this year, there were 2 directors who retire by rotation as follow. 1. Pol Lt Gen. Somkid Boonthanom Board Committee

2. Ms. Wanna Maluengnon Independent committee,

Chairman of Audit Committee , Chairman of

Nomination and Remuneration Committee, Risk

Management Committee.



The Company’s board of directors (other than directors who have stake in this agenda) considered that all of

two directors have all qualifications required by Public Limited Companies Act B.E. 2535 and do not have the

prohibited qualifications according to the rules and regulations of the Office of the Securities and Exchange

Commission. In addition, all of them have good capability, knowledge, ability and experience in the

Company’s business. Hence, the Chairman proposed the Meeting to approve the appointment of all two

directors to return to the director position for another term.

No further questions were raised by shareholders.


Individually and not less than half of the total number of votes of shareholders attending the meeting and

having the right to vote.

Current Position Board of Directors and Authorized Directors,

Dimet (Siam) Public Company Limited.

Proposed to be appointed as Borad Of Director

Appointed date June 22, 2018

Services years for BOD 4 months and 7 days as of the date of AGM 2018.

Position.

Number of share held 0 shares

Meeting attendance

Proportion. 0 times*

(July 2017-June 2018) Remarks : * Police Lieutenant General Somkid Boonthanom appointed as

Board of Directors since June 22nd, 2018.

Current Position Independent Committee/ Board Of Director

Chairman of audit committee

Chairman of Nomination and Remuneration Committee

Risk Management committee

Dimet (Siam) Public Company Limited.

Proposed to be appointed as Borad Of Director

Appointed date March 1st, 2016

Services years for

BOD

2 years 8 months as of the date of AGM 2018.

Position.

Number of share

held

0 shares

Meeting attendance Board of Directors 9/9 times

Proportion. Audit Committee 6/6 times

(July 2017-June

2018)

Risk management committee 2/3 times

Nomination and Remuneration

Committee*

3/3 times

Remarks : * Ms. Wanna Maluengnon appointed as Board of Nomination and

Remuneration Committee sine March 8, 2018.

Pol Lt Gen. Somkid Boonthanom

Ms. Wanna Maluengnon






The company secretary informed the resolution: the Meeting considered and resolved by unanimous vote for

the appointment of the directors being re-elected in the director’s position for another term as follows:

1. Police Lieutenant Somkid Boonthanom




2. Ms. Wanna Maluengnon




Both committees thank to shareholders as follows;

Police Lieutenant General Somkid Boonthanom; Committee who is unanimously re-elected to maintain

original position showed appreciation to shareholders that it is his honor and happy to do as shareholders trust

by denoting days after retirement to benefit company as his best.

Ms. Wanna Maluengnon; Committee who is unanimously re-elected to maintain original position showed

appreciation to shareholders that she will work her principle of internal control, risk management as her duty

at her best. According to chairman of the meeting that company would try to adjust business including IT

development in order to have ability in competition and company growth and best benefit to all shareholders.

The company secretary is a representative to congratulations to the re-elected two directors for another term.

Agenda 6 To consider and approve the increase of the number of directors from 7 directors to 8

directors and the appointment of 1 new director, Mr. Narongsak Tangtong

Due to the company’s business growth and a variety of professional skills and expertise for the Board of

Directors’ composition and structure, the Board of Directors has considered and found it appropriate for the

meeting to consider the 1 additional nominated persons as directors with the reorganization of the Board of

Directors from 7 persons to 8 persons and appoint one more new committee is Mr. Narongsak Tangtong.

Such nominated person to serve as directors has been considered and approved under the nomination criteria

by the Nomination and Remuneration Committee and the Board of Directors. Consequently, they possess the

knowledge and ability as well as the experiences that shall generate the benefits on thebusiness operation of

the company, and proper qualifications, and no characteristics prohibited by the Public Company Limited Act

B.E. 2535, and any amendments there to, the Securities and Exchange Act B.E. 2535, and any amendments

thereto, and relevant regulations.

In order to comply with the reorganization of the Board of Directors as mentioned above, the Board of

Directors considered and approved to propose at the shareholders’meeting in order to consider and approve

the change of the number of the Board of Directors in compliance with the Company Affidavit as follows:



From: The Company has 7 Directors at September 4th, 2018, namely:

1 Mr. Panya Boonyapiwat

2 Mr. Theerachai Leenabanchong

3 Mr. Chokchai Niamratana

4 Pol Lt Gen. Somkid Boonthanom

5 Ms. Wanna Maluengnon

6 Mr. Manit Koothanapat

7 Pol Maj Gen. Prapas Piyamongkol

To: The Company has 8 Directors, namely

1 Mr. Panya Boonyapiwat

2 Mr. Theerachai Leenabanchong

3 Mr. Chokechai Niamrat

4 Pol Lt Gen. Somkid Boonthanom

5 Ms. Wanna Maluengnon

6 Mr. Manit Koothanapat

7 Pol Maj Gen. Prapas Piyamongkol

8 Mr. Narongsak Tangtong

The change of the number of the Board of Directors does not influence on the authorized signatures on behalf

of the company because the directors No.1 – No.4 are still the authorised signatories with 2 of the 4 directors

who have authority to sign jointly with the affixation of the company’s seal.

In addition, the Board of Directors shall propose at the shareholders’ meeting to authorize the Board of

Directors or any person assigned by the Board of Directors, to have power to perform any acts related to the

amendment in the application form upon the change of the number of the Board of Directors as mentioned

above and the Company Affidavit in case the registrars of public limited company and/or any relevant state

agencies have the orders to amend some wording in this matter including perform any acts related to amend

the number of the Board of Directors, and other matter for the purpose of completing the amendment as

mentioned including but not limited to the document preparation, the authorized signing, the submission

and/or the requisition and other relevant document preparation, and coordinating with Department of Business

Current Position CEO, Hydroquip Co., Ltd

Position in the

Company

-

Education Bachelor of Science, King Mongkut's Institute of

Technology Ladkrabang

Directors Courses Director Certification Program (DCP) 236/2017

Other Courses 2015-2016 Advanced Certificate Course in

Management of Public Economics for

Executives, King Prajadhipok's Institute

2017 Senior Executive Program for Nation-

Building (SNB2), Nation-Building

Institute

1995-2000 Sales Director, MTE Co., Ltd.

1994-1995 Production Manager, Chef's Choice Foods

Manufacturer Co., Ltd.

Mr. Narongsak Tangtong

49 years old.



Development, Ministry of Commerce, governmental agencies and other governmental or private sections for

the mentioned matter, and so on.

Board of Directors and Nomination and Remuneration Committee considered qualification of Mr. Narongsak

Tangtong according to recruiting procedures. Committee agreed upon his knowledge, capability and

qualification is appropriate and corresponse to criteria and recruiting methology which Board of Director has

approved. The Board of Directors has considered and found it appropriate for the meeting to consider and

approve the reorganization of the Board of Dimet from 7 to 8 persons by nominating 1 person, Mr. Narongsak

Tangtong to serve as the company’s director, including to authorize the Board of Directors or any person

assigned by the Board of Directors to have power to perform any acts as proposed in line with the above-

mentioned facts and rationale.

Besides, this personnel has not been punished by sacking or exit the fraudulant duty, never been sentenced in

wrongful abstraction, do not hold office as directors or executives in other business that may cause a conflict

of interest, or is deemed as a competitive business against the company.



I. Mr. Kumnueng Praveenvorakul Shareholders: To increase one more Board of director could help

company operation to be better performed?

Dr. Panya Boonyapiwat, Chairman to the meeting: Board of directors met and considered Mr. Narongsak

Tangtong’s qualifications, found that his qualification is appropriate. Mr. Narongsak is a CEO of big

truck business industry, his company required to expand industrial color market of company for color

spraying at truck suspension.

Mr. Narongsak Tangtong: Greeting to shareholders and introduced himself as; presently, company

operation is related to big truck for more than 25 Years as well as truck assembly and knew various

people in variety industries. He also suggested that from his experiences enable him to improve and

develop company business growth. Big truck sales is around 40,000 vehicles annually, every truck

requires new paints includes suspension, body, from his experiences he believes that company would

increase its profits.


Minutes.

No further questions were raised by shareholders.



vote.




The Meeting considered and resolved by unanimous vote for increasing of the number of directors from 7

directors to 8 directors and the appointment of 1 new director, Mr. Narongsak Tangtong






Agenda 7 To consider and approve the director’s remuneration for the year 2019.

The Nomination and Remuneration Committee determined compensation of the Board of Directors and other

committee’s from company performance and previous year figures including works and responsibility of

Board of Directors. Compensation of Board of Directors and other committee for financial year 2019 (From

July 1st, 2018 to June 30th, 2019) is a suitable compensation and derserve to propose to Board in the pool of

(not exceeding) 1.6 MB as details follow;

Year Directors' remuneration

2019 (Proposed year) 1.6 million baht/year

2018 1.2 million baht/year

(Actual directors’ remuneration 1,610,000 Baht/year)



I. Mr.Sakchai Sakulsrimontree, Shareholders: He is questioning on the increase of remuneration of

Board of directors in previous financial year from 1.2 MB to 1.6 MB, there are how many directors and

where is the additional 400,000 Baht come from?

Dr. Panya Boonyapiwat, Chairman to the meeting: Gave following explanation as there were 7 directors

with set remuneration of 1.2 MB and actual spending was 1.6 MB as to there was increase of Nomination

and remuneration committee and they are important matters to consider and approve several rounds

which increases the remuneration. For 2019, there is one more committee from 7 committees to 8

committees, therefore, board of directors request annual general meeting of shareholders to adjust Board

of directors’ remuneration for 2019 as not over 1.6 MB.


Minutes.



vote.




The Meeting considered and resolved by unanimous vote for the approval of the Director’s remuneration in

year 2019 (from 1 July 2018 to 30 June 2019) as follows:



In favor 219,932,771 votes being 100 % of the votes of the shareholders attending the Meeting



Agenda 8 To consider and approve the appointment of the auditor and to fix the remuneration in

year 2019

The company secretary informed the meeting that according to Section 120 of the Public Company

Limited Act B.E. 2535 and Company’s Articles of Association which stipulates that the Annual General

Meeting of Shareholders shall annually appoint the auditors and fix the remuneration. The Audit Committee

already carefully considered and approved by the Company’s Board of Directors to propose to the Meeting to

approve appointment of the auditors from the auditing company, namely Grant Thornton Limited, to be the

Company’s auditors for the year 2019 (from 1 July 2018 to 30 June 2019) as shown in Audit Committee

Report of Annual Report 2018 as follows:

1. Mr. Somkid Tiatrakool the Certified Public Accountant No. 2785; or

2. Ms. Kanyarat Sriratchatchaval the Certified Public Accountant No. 6549; or

3. Mr. Teerasak Chuasreesakul the Certified Public Accountant No. 6624.

One of the above auditors shall be responsible for auditing and certifying the Company’s Financial Statements

and the auditor’s remuneration in year 2019 (from 1 July 2018 - 30 June 2019) shall be fixed not exceeding

1.17 MB, exclusive of other expenses relating to the documents and other expenses relating to auditing.

Grant Thornton Co., Ltd. is the auditor of the Company and Subsidiaries since July 1, 2011 (from July 1, 2011

to June 30, 2018). The comparison of the audit fee in the past year is as follows:

Year

The remuneration of the auditor

DIMET ACCT

2019 (Proposed year)

950,000 baht/year 220,000 baht/year

2018 950,000 baht/year

200,000 baht/year

By this, the proposed auditors have no benefit and/or relationship with the Company/ subsidiary/executives/

major shareholders or any related parties. Board of Directors resolved to propose to Annual General Meeting

of Shareholders to approve to appoint the certified public accountants from Grant Thornton Thailand Ltd as

the company’s auditors and its subsidiaries (the company and its subsidiaries use auditing service from the

same auditing firm) for the year 2019, the appointment of auditors are Mr. Somkid Tiatrakul, Certified Public

Accountant Registration No. 2785 and/or Ms.Kanyarat Sriratchatchaval, Certified Public Accountant

Registration No. 6549 and/or Mr. Theerasak Chuasrisakul, Certified Public Accountant Registration No. 6624

with the total auditor’ services fee for 2019 not exceeding 1.17 MB, not included other document expenses or

other service separately.




Minutes.





vote.




The Meeting considered and resolved by unanimous vote for the approval of the appointment of the auditor

and the auditor’s remuneration in year 2019 as follows:




Agenda 9 To consider and approve the amendment to Article 6, 31 and Article 35 of the

company’s article of association.

Proposal to amend company regulations at this time as to comply with the following law and or regulations;

1. The stock exchange MAI B.E. 2560 defined ordinary shares qualification registered in stock exchange

as share type “defined name of shareholder” (company regulation clause 6 states “share certificate’

not “share”).

2. The Announcement Volume No. 74/2557 from the Board of the National Council for peace, Title;

Conference through electronic mass media.

3. The Securities and Exchange Act B.E.2535 Title; Listed Security, Disclosure of Information

Technology, and Delisting Security.

Board agreed to propose for shareholders meeting to approve the amendments of company regulations as

follows;

Clause 6 To match the stock exchange regulations, Title: Listed Security, Disclosure of Information

Technology and Delisting Security in Stock Exchange Mai B.E.2560 as below;

“Clause 6 Every Company “Share” would define shareholders’ name committee name and initial, However,

committee shall delegate registrar who is with at least one registered with securities and stock exchange law’s

initials or printed name”

Clause 31 of the company’s articles of association in compliance with the Announcement of the Head of the

National Council for Peace and Order No. 74/2557 on teleconferences through electronic devices as below;

“Clause 31 Committee will have meeting once in three months. At room at the company head office. Or

nearby province or as defined by committee. Chairman may defined to have meeting through Electronics

Meeting through electronic conducted by defined criteria which defined in Laws or Meeting Related Issued

Announcement Including future amendments.

In case of chairman would like to arrange meeting through electronics, for such meeting, chairman must

communicate through electronic. Chairman or delegating personnel would submit invitation letter to



committee before seven days of the meeting or submit meeting invitation letter by snail mails or submit

meeting invitation letter by electronic mails.

However, at least one third of the whole committees have to attend the meeting. Committee must attend at the

same place and all of committee has to in country that have meeting in case of there is meeting allowance for

the committee, to pay meeting allowance only attended committees and show themselves through electronic

meeting.

Meeting through electronic as required by clause 4 must have maintain process security and safety in

information technology by voice records or picture and sound depends on every committee who attend the

meeting throughout meeting including computer traffic information which occurred during meeting and

meeting control system has to comply with relates laws.

Attended committee meeting through electronic by method mentioned above counted as one who attended the

meeting quorum and counted such electronic meeting is effective as same as meeting which describe in the

laws and regulations.”

Clause 35 The Public Limited Companies Act B.E. 2535 (1992) in Section 100 amended by the order of the

Head of the National Council for Peace on amendments of laws to facilitate the ease of doing business as

below;

“Clause 35. Board must arrange shareholder meeting as annual shareholder meeting within 4 months after

ended of company financial year.

Shareholders meeting at another time except from clause 1 to called as Extraordinary shareholder meeting by

board would call extraordinary shareholders meeting whenever board see as appropriate. Or

One shareholder or more have adequate shares at least 10% of sold shares is able to request for invitation

letter from Board of Director called for Extraordinary shareholders meeting at any time possible. But to

define the story and reason why made such request clearly in calling meeting in the invitation letter. In such

case, Committee has to call for meeting within 45 days counted from the the first letter received from

shareholders.

In case of committee will not arrange meeting within timeline as defined in clause 1, shareholders whose

names join their names in the campaign or other shareholders combines to the number of the mentioned

shares can themselves called the meeting within 45 days since defined time in clause 1. In this case, this

meeting would be counted as committee call the shareholders meeting themselves by company must be

responsible for necessary expenses occurred from the meeting and convenience as suitable.

In case of appearing that shareholders meeting as called because of numbers of shareholders according to

clause 4 does not have a quorum as defined in clause 103, Shareholders according to clause 4 must joinedly

responsible for occurred expenses from arranging shareholders meeting to company.”




Minutes.

Company Secretary asked the meeting to vote on this agenda. The resolution of this Agenda must be approved

by the votes of not less than three-fourths of the total votes of the shareholders who attend the meeting and

have the right to vote by exclude the votes of the shareholders who have conflict of interest.





the total shares 219,932,771 shares or 40.89%.

The Meeting considered and resolved by unanimous vote to approve the amendment to Article 6, 31 and

Article 35 of the company’s article of association as below;




Agenda 10 To consider other matters (if any)

The company secretary gave an opportunity to shareholders to inquire and express their opinion on other

issues.

I. Mr.Sakchai Sakulsrimontree, Shareholders: He is questioning in the following details;

1.1. Asked in agenda 3, consider to approve to financial budget ended 30th, Jun 2018, company had

cash flow of 13 MB was that adequate to served cash flow in doing current company business.

Dr. Panya Boonyapiwat, Chairman to the meeting: More explanation of financial budget which is

distributed in report this year and it is a budget report ended 30th, Jun 2018 is shown.

Company’s cash flow in hand was 13 MB, however, in July 2018, company increased its fund, as

a result, company had cash flow to operate the business around 80 MB which was adequate to

operate the business. Board of directors and executive directors convinced shareholders that the

directors would carefully invest the money which gives highest benefit to the company

1.2 Current Asset (Bank Deposit) which limits to 5 MB used to guarantee whom?

Dr. Panya Boonyapiwat, Chairman to the meeting: Company conducted the business in collateral

(mortgage securities) with CIMB bank to guarantee company bids’ submission with PTT, Public

Company Limited and Chevron (Thai) Co.,Ltd.

1.3. Where is value of 10 MB invested fund in budget of subsidiaries which is put under remarks but

located in remarks, but why?

Ms. Kanyanat Srirtanachachaval, Auditor from Grant Thornton Co.,Ltd.: Informed shareholders

that invested fund did not disappear but performance of subsidiary (Asian Corrosion Control

Technology) did not meet targets, therefore, management and auditor agreed that we should set

allowance for impairment loss. When situation or business performance is improved then such

allowance will return to benefit and investment fund would be the same.

1.4 Expenditure according to finished product change characteristic in 2017 is plus around 7 MB but

why in 2018 in section of finished product is minus, what the reason behind?

Ms. Kanyanat Srirtanachachaval, Auditor from Grant Thornton Co.,Ltd.: Explain to shareholders

that it is a change value of finished products between beginning and the end of the period. In case

of minus means that company brought more goods at the beginning of the period to customers.



II. Ms. Jennate Methaveevinit, Proxy from shareholders: Asked that consideration annual report of 2018,

company did have projects for color donation and paint in different locations. Therefore, she is asking

that whether company sales a special price to shareholders in order to donate to school or different

projects. Shareholders would put up banners to assist advertisement in sales to company including

school would issue appreciation certificate for painting donation to company.

Dr. Panya Boonyapiwat, Chairman to the meeting: Company is glad to join such activity to the

society. Company joined stock exchange mai and Thailand stock exchange annually, if shareholders

object to join such activity please contact and coordinate for further actions.

III. Mr Thongthot Panglad, Volunteer to shareholders rights protect, Thai Investors Association: He is

requesting company to elaborate more of agenda 2, company business performance. Company please

additionally explain more in business performance.

Dr. Panya Boonyapiwat, Chairman to the meeting: He explains more in management and operation in

2018 as follows; Company is only Thai company which own the license to manufacture Australian

and United States. Such manufacturing, company have to fine local sources of suppliers to reduce

cost including Lab and R&D have to study and adjust formula in painting production to suit our

climates. Furthermore, company started to proposed products to our big customers such as PTT

Public Company limited, Chevron (Thai) Co., Ltd. Recently, Chevron (Thai) Co., Ltd. would take all

oil rig renovation projects. Besides this activity, company still emphasizes in process improvement

and efficient production and increases its effectiveness. Such as consideration of credit to results of

process improvement, machine purchasing investment and product advertisements

As early 2019, company arranged marketing activity by having thank you party by January 2019.

Company have invited major customers such as PTT Public Company limited, and Chevron (Thai)

Co., Ltd, customers group in Oil and Gas, customer group in construction.

IV. Mr. Rojakorn Lertpiyanuntakoon; Shareholders:Asking for age of Dimet-W2 that its period was not in

according to other business fundraising period. It should define period accordingly, 7 year investment

is far too long.

Dr. Panya Boonyapiwat, Chairman to the meeting: He indicated that Dimet W2 age is one year old,

started to exercise first in 31st August 2018, Second in 30th, November 2018, Third in 28th, February

2019 and final is 19th, July 2019. There are no shareholder invest in the first time.

Use of warrant rights is reflect to business performance of company, if company performance better in

second quarter which closed in December 2018, shareholder may exercise their rights Dimet-W2

more in February 2019. However, company will try to perform better in the next two quarters in order

to make shareholders aware of value of Dimet-W2 exercise, therefore, company will take fund from

such Dimet-W2 exercise invest in other business or may expand more OEM group of customers.

For period of investment of 7 years of company is the time period that financial consultant evaluation,

which if see in business views, IGEN engineering is growing in business in a better direction. For

painting business, in second quarter start to be better, For Dimet Warrant, if company is necessary to

make fund raising to invest in other business, we could consider Warrant 3.

V. Mrs. Rosalin Numkanisorn, Shareholders: Inform the problem in fundraising between 2nd-6th, July

2018 at Dimet (Siam) Public Co.,Ltd. as she transferred money but did not submit such transferred

document to company. She asked when will she get her money of 100 Baht refund back.

Dr. Panya Boonyapiwat, Chairman to the meeting: Explain that company returned money to

shareholders who cannot increase their share since the date that company expands its funds according



to principles of Stock exchange. In this case, may be an error occurred, please coordinate with

Company secretary to inspect both name and surname including money transfer evidence to refund

shareholder money. Chairman apologise shareholder for mistake.

There was no other shareholder asking a question.

Panya Boonyapiwat, Chairman of the Board said thank you to the person attending the Meeting and closed the

Meeting at 12.00 pm.

Signature_________________________Director Signature_________________________Director

Mr. Panya Boonyapiwat Mr. Theerachai Leenabanchong

Signature ____________________________ Company Secretary

Mrs. Yuppadee Koopetngarm



Attachment 2

Information Memorandum of Partial Business Transfer

------------------------------------------------------------------------------------------------------------------------- By the resolution of the Board of Director Meeting of Dimet (Siam) Public Company Limited (the

“Company”) No. 6/2019, held on May 27, 2019, approved Partial Business Transfer to Asian Corrosion

Control Technology Limited (“Subsidiary”) whereas the Company held 99.88 per cent of paid-up capital

which will be proposed to the shareholders’ meeting for approval. The details of the partial business

transfer are as follows:

1. Partial Business Transfer.

The Company shall transfer part of the Company’s business which are produce and sell high performance

protective coating products business consist of 1) Industrial coating products such as rust proof paint,

industrial paint and wood coating 2) Decorative coating including land and building, investment in Suncoat

(Thailand) Company Limited, machinery and equipment and inventory, intellectual property, contracts and

licenses in connection with and used for such business operation including all personnel related thereto, to

in the Subsidiary. The Company shall not transfer account receivable, account payable and investment to

the Subsidiary.

This partial business transfer to the Subsidiary has no significant impact to total assets of the Company.

This transaction does not consider as an asset acquisition transaction of listed company under the

Notification of the Capital Market Supervisory Board No. Tor Jor. 20/2551 regarding Rules for Entering

into Substantial Transactions within the Definition of an Acquisition or Disposal of Assets dated 31 August

B.E. 2551 (and its amendments) and the Notification of the Board of Governors of the Stock Exchange of

Thailand regarding Disclosure and Compliance by Listed Companies relating to Acquisition or Disposal of

Assets B.E. 2547 dates 29 October B.E. 2547 (and its amendments) and also does not be followed a related

party transaction of listed company under the Notification of the Capital Market Supervisory Board No.

Tor Jor. 21/2551 regarding Connected Transactions Rules dated 31 August B.E. 2551 (and its amendments)

and the Notification of the Board of Governors of the SET regarding Disclosure and Compliance by Listed

Companies relating to Connected Transactions B.E. 2546 dates 19 November B.E. 2546 (and its

amendments). However, this Partial Business Transfer is considered as a transferring significant part of the

business that falls under Clause 107 (2) (a) of the Public Company Act B.E. 2535 (and its amendments)

which requires the shareholders’ approval with at least three-fourth of total votes of shareholders attending

the meeting and entitled to vote.

The value of such partial business transfer will equal to book value as at the transfer date. The Company

shall transfer part of the Company’s business that are produce and sell high performance protective coating

products business by the Subsidiary’s’ share capital increase which equal to the business transfer price. The

partial business transfer to its Subsidiary expected to complete within fiscal year of 2019. However, some

assets may complete transfer after the business transfer date, such as machinery and equipment, intellectual

property, contracts, licenses and personnel who have to take the registration of the transfer under the legal

procedure or in accordance with the terms of the agreement or contract in any case.



2. Diagram Showing the Company’s Structure Before and After Partial Business Transfer to the

Subsidiary.

The Company’s Structure before Partial Business Transfer

Remark: 1/IGEN Engineering Company Limited has paid-up capital 270,000,000 Baht and list of

shareholders as of April 30, 2019 are:

1.Millcon Steel Public Company Limited hold 1,080,000 shares or equal to 40 per cent

2.Electric Solution (S) PTE Limited hold 702,001 shares or equal to 26 per cent

3.Igeneration Company Limited hold 539,999 shares or equal to 20 per cent

4.Dimet (Siam) Public Company Limited hold 378,000 shares or equal to 14 per cent

The three shareholders who mentioned above are not involve and control power in the Company.

The Company’s Structure after Partial Business Transfer



3. Rationales and Reasons for the Partial Business Transfer.

The objective of partial business transfer to the Subsidiary is to adjust the Company’s business structure in

order to create managerial efficiency in operation and separate the business risks from each business units.

4.Partial Business Transfer Processes can be summarized as follows:

4.1. The Extraordinary General Meeting of Shareholders No.1/2019 will be held on July 3, 2019 in order to

approve the partial business transfer and other relevant matters.

4.2 After the shareholders' meeting has the resolution approve the partial business transfer. The Company

shall sign a partial business transfer contract and related transaction, determine the partial business

transfer date and start the partial business transfer process.

4.3 At the date of transfer, The Company shall transfer part of the Company’s business which are produce

and sell high performance protective coating products business consist of 1) Industrial coating

products such as rust proof paint, industrial paint and wood coating 2) Decorative coating including

assets (land and building, machinery and equipment and inventory), intellectual property, contracts

and licenses in connection with and used for such business operation including all personnel related

thereto, to in the Subsidiary. The value of such partial business transfer will equal to book value at

transfer date by the Subsidiary’s’ share capital increase which equal to the business transfer price.

The Company’s partial business transfer to the Subsidiary expected to complete within the fiscal year of

2019. Nevertheless, the Board of Directors of the Company and/or any person authorized by the Board of

Directors is empowered to perform any necessary actions regarding partial business transfer to its

Subsidiary including but not limited to price determination of partial business transfer, preparation and

signing of partial business transfer agreement and/or any requested documents that concerned or related to

partial business transfer transaction, determination of Subsidiary’s capital increases according to the value

of partial business transfer and also to prepare and/or submit any application and/or document to the related

authorities.

5. Impacts of the Partial Business Transfer to Financial position and performance to the Company.

This partial business transfer to the Subsidiary has no significant impact to total assets of the Company and

will have no effect to financial position and financial performance of the Company because it is a partial

business transfer to its subsidiary, which the Company holds total shares; therefore, the financial position

and operating results in consolidated financial statement of the Company post-partial business transfer

transaction shall not be different from that of pre-partial business transfer transaction, except the cost

incurred during transferring processes, such as related taxes and fees. Thus, the partial business transfer

transaction shall not significantly affect financial position and performance of the Company.

6. Impacts of the Partial Business Transfer to Shareholders of the Company

The Company shall hold total shares of the Subsidiary and the shareholders’ structure of the Company shall

not be changed. Thus, the partial business transfer shall not affect current shareholder of the Company.

7. Opinion of the Board of Directors on the transaction

The Board of Directors foresees that an adjustment in the Company’s business structure by transfer part of

the Company’s business to the Subsidiary will lead to better business segregation, create managerial

efficiency to operation and more efficient risk management. Therefore, the Board of Directors considers

this transaction appropriate and rationale, and thereby approves the transaction.

8. Opinion of the Audit Committee or Director which is different from the Board of Directors

- None -



Attachment 3

Profile of the independent directors appointed to be a proxy in

The Extraordinary General Meeting of Shareholders No. 1/2019

-------------------------------------------------------------------------------------------------------------------------

Ms. Wanna Maluengnon

Age 48 years old

Birthday / Nationality October 28th, 1969 / Thai

Address 126/33, Thanon Bangwak, Khwang Bang Pai, Khet Bangkae,

Bangkok 10160

Position Independent Committee




Education Master of Business Administration, Chulalongkorn University

Bachelor of accounting, Chulalongkorn University

Director Training Program Audit Committee Program (ACP) 42/2013

Thai Institue of Directors Association

Director Accreditation Program (DAP) 99/2012

Thai Institue of Directors Association

Work experiences Chairman, Ocean Commerce Public Co.,Ltd.

Managing Director, Ac-Plus Consultant Co.,Ltd.

Board of Directors, Siam Biomass Supply Co.,Ltd.

Current position Independent Committee


Chairman of Nomination and Remuneration Committee*


Dimet (Siam) Public Co.,Ltd.



Tenure Independent Committee and Chairman of audit committee

Dimet (Siam) Public Co.,Ltd since March 1st, 2016 until

present.


Dimet (Siam) Public Co.,Ltd since March 8th, 2018 until

present

Meeting Attendance Proportion Meeting Attendance 2018 2019

As at 28 May 2019

: Board of Directors 9/9 times 9/10 times

: Audit committee 6/6 times 4/4 times

: Risk management

committee

2/3 times 7/7 times

: Nomination and

Remuneration Committee

3/3 times 1/1 times

Illegal Records for past ten years : - None -

Direct and indirect advantage and

disadvantage in any business of company

and/or subsidiary as contractor

: - None -



Mr. Manit Koothanapath

Age 61 years

Birthday / Nationality August 27th, 1957 / Thai

Address 442 Soi Somdejprachaotaksin 21 Khwang Samrae,

Khet Thonburi, Bangkok 10600

Position Independent Committee

Audit Committee

Nomination and Remuneration Committee*

Education -Master of engineering (energy technology)

King Mongkut Institute of technology (thonburi)

-Bachelor of engineering, mechanical engineering,

King Mongkut Institute of technology (thonburi)

-Bachelor of Art (political science) Ramkamhaeng

University

Director Training Program Director Accreditation

Program (DAP) 132/2016

Institute of Directors Association (IOD)

Work experiences -Association Dean for administration,

-Acting Association Dean for policy and planning,

-Director of engineering and technology research

center

-Lecturer in Energy Engineering, Engineering Faculty,

Ramkamhaeng University.

-Lecturer and Head of mechanical engineering,

Engineering Faculty, South-east Asia University.

-Manager of institute of energy for industry, Thailand

industrial council.

-Consulting engineer Inter engineering management

co.,ltd.

-Assistant managing director, PZ corporation Co.,Ltd.

-Senior manager and consultant project engineering

Term Engineering Co.,Ltd.

-Consultant project engineer and project manager,

NLD development co.,ltd.



-Mechanical engineer, Mew ConstructionCo.,Ltd.

-Manager Curltech partnership ltd.

-Production manager, Skylab co.,ltd.

-Committee at Ramkamhaeng University Council

Current position Independent committee

Audit Committee


Dimet (Siam) Public Co.,Ltd.

Council of engineers

Tenure Independent committee and Audit Committee

Dimet (Siam) Public Co.,Ltd. since August 2013 until

present


Dimet (Siam) Public Co.,Ltd. since March 8th, 2018

until present.

Meeting Attendance Proportion MeetingAttendance 2018 2019

: Board of Directors 7/9 times 10/10 times

: Audit Committee 5/6 times 4/4 times

: Nomination and

Remuneration Committee

3/3 times 1/1 times

Illegal Records for past ten years : - None -

Direct and indirect advantage and

disadvantage in any business of company

and/or subsidiary as contractor

: - None -

Benefit Create Participation in Company : - None -



Attachment 4

Conditions, criteria and procedures to attend the meeting, and the Company’s Articles of

Association concerning shareholders’ meeting

-----------------------------------------------------------------------------------------

Conditions, criteria and procedures to attend the meeting

1. Attendance in person

- For the shareholder who is a natural person, a Thai nationality, please show the ID card or

government official card.

- For the shareholder who is a natural foreign person, please show alien registration card or

passport or documents used in lieu of passport at the area of registration.

- In case of name-surname change, the evidence certifying such change must be presented.

2. Attendance by a proxy-holder

- The shareholder who appoints a proxy must appoint only one proxy as the proxy holder,

which has the right to attend the meeting and vote according to the proxy form attached herewith.

- The grantor may express his intention to vote for each agenda that he agrees, disagrees, or no

vote by determining in the proxy form so that the proxy holder shall vote by the grantor’s intention.

- The proxy holder shall deliver the proxy form to the chairman of the meeting and/or the

assignee by the chairman before the meeting starts by completing all information and signing

documents. In case of any revision or deletion of important statement, the grantor must sign to verify

every place and the proxy form must be attached Baht 20 duty stamps.

Documents required for proxy

- In case that the grantor is a natural person of Thai nationality: Copy of the ID card or copy of a

government official card certified true copy by the grantor.

- In case that the grantor is a natural person of foreign nationality: Copy of foreign identification

card or copy of passport or copy of document used in lieu of the passport certified true copy by

the grantor.

- In case that the grantor is a juristic person:

Thai juristic person: Copy of certificate from Ministry of Commerce or the authorized agency

issued not exceeding 1 year, certified true copy by the authorized person of such juristic

person, and copy of ID card or government official card of the authorized director who signs

on behalf of the juristic person, certified true copy by such authorized director.

Foreign juristic person: The authorized person of the juristic person shall sign and affix the

company’s seal on the proxy form in the presence of the notary public or similar authorized

agency according to the law in each country and shall bring such document to the authorized

officer of the Royal Thai Embassy or the Royal Thai Consulate or the assigned officer to act

on behalf of such person or the person capable of completing the certification according to the

law of such country to certify the notary public over again.



- In case of the grantor uses thumbprint, the grantor must provide a left thumbprint and state that

“the left thumbprint of…” and there must be at least 2 witnesses certified the true thumbprint of

such person, and thumbprint shall be made in the presence of witnesses. The copy of ID card or

government official card of the witnesses, certified true copy by such witnesses, shall be

submitted together.

- In the Extraordinary General Meeting of Shareholders No.1/2019, if any shareholder cannot

attend the Meeting by his/herself, the shareholder may grant the proxy to any person or

independent director of the Company to vote on his/her behalf as the following detail.

1. Ms. Wanna Maluengnon , 48 years old, identification card no. 3101500983741

126/33, Thanon Bangwak, Khwang Bang Pai, Khet Bangkae, Bangkok 10160

2. Mr. Manit Koothanapath, 62 years , identification card no. 3101500292102

442 Somdet Phrachao Taksin 21, Sum Rae, Thon Buri, Bangkok, 10600

- Any shareholder who requires assigning a proxy to the independent director, please deliver the

proxy form made and signed completely according to the criteria specified above to the Company

Secretary along with related documents at least 1 day before the Meeting day. - The proxy holder who wishes to attend the meeting has to present the ID card/government official

card/passport (for a foreigner) of the proxy holder for registration.

3. In case of the deceased shareholder: The estate administrator may attend the meeting by himself or

to assign a proxy to other person to attend the meeting. The court order to appoint such estate

administrator, certified by the authorized person, within 6 months before the meeting day must be

additionally presented.

4. In case of the minor shareholders: The father-mother or the legal guardian may attend the meeting

by him/herself or to assign a proxy to other person to attend the meeting. The copy of the house

registration of the minor shareholders must be additionally presented.

5. In case of the incompetent or quasi-incompetent shareholders: The guardian or the curator may

attend the meeting by him/herself or to assign a proxy to other person to attend the meeting with the

court order of appointment to be a guardian or the curator, certified by the authorized person, within 6

months before the meeting day, must be additionally presented.

6. Registration: The registration for the attendance at the Meeting shall be from 8.30-10.30 hours.



Articles of Association Relating to the General Meeting of Shareholders and Voting.

1. Convening the Meeting

Article 36. In calling a general meeting of shareholders, the board of directors shall prepare written notice

specifying the place, day and hour, agenda, and matters to be presented thereat in reasonable detail by

indicating clearly whether it is the matter proposed for information, for approval or for consideration, as the

case may be, together with the board of directors' opinion thereon. Such notice shall be sent to each

shareholder and the registrar no less than seven (7) days before the scheduled date of the meeting and

published in newspaper for at least three (3) consecutive days no less than three (3) days before the meeting.

A place for the holding of any shareholders' meeting can be held in the province which the head office of the

company is located or at any other places as fixed by the board of directors.

2. Quorum

Article 37. At any general meeting, there shall be shareholders and proxies (if any) attending at a shareholder

meeting amounting to not less than twenty-five (25) persons or not less than one half (1/2) of the total

number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-

third (1/3) of the total number of shares sold of the Company in order to constitute a quorum.

If within an hour from the time appointed for holding the general meeting, the requisite quorum is not

assembled, such meeting, if summoned at the request of the shareholders, shall be dissolved. If the general

meeting is not summoned at the request of the shareholders, another meeting shall be summoned and notices

calling another meeting shall be sent to the shareholders no less than seven (7) days before the meeting and,

at such meeting, a quorum shall not be required.

Article 38. 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.

3. Voting

Article 39. The voting in a shareholder meeting shall be one share to one vote, and the shareholder with

special interest in any particular matter shall have no vote thereon. Except for voting to appoint the directors,

a resolution put to the vote of the general meeting shall be decided as follows: (1) In an ordinary event, the majority vote of the shareholders who attend the meeting and cast there votes.

In case of tie vote, the chairman of the meeting shall have a casting vote. (2) The following specific businesses shall be decided by votes not less than three-fourths (3/4) of the total

votes of the shareholders present and qualified to vote.

(a) a sale or transfer of business of the Company, in whole or in essential part, to other person;

(b) a purchase or acceptance of transfer of business of other company or public limited company to

be owned by the Company;

(c) entering into, amending, or terminating a lease of business of the company in whole or in

essential part; entrusting other person with the management of the company; or amalgamating

business with other persons with the objective to share profit and loss.

(d) Amendment and addition to the Company’s memorandum of association or articles of

association.

(e) Increase or decrease of the Company’s registered capital.



(f) the Company’s dissolution.

(g) Issuance of the Company’s debenture.

(h) Amalgamation of the Company’s business with others.



Duty Stamp

20 Baht

Attachment No. 5

Type A Proxy Form

Written at……………………

Date…………………………..

(1) I, …………………………………………………Nationality:…………………………………..

Residing at House No.………… Road: ………………………………………Sub-district: ………………

District: …………………………………Province: ………………………Postal Code: …………………

(2) Shareholder of Dimet (Siam) Public Company Limited

holds a total of ……………………..…….shares and entitled to have………………vote(s) as follows:

Ordinary share: ………….....….shares, entitled to have……………….…..vote(s); and

Preference share: ………….…..shares, entitled to have……………….…..vote(s).

(3) Giving a proxy to:

(i) …………………………………………………………………Age: ………………years


District: …………………………………Province: ………………………Postal Code: ……………..… or

Ms. Wanna Maluengnon , 48 years old, 126/33, Thanon Bangwak, Khwang Bang Pai, Khet

Bangkae, Bangkok 10160

ii) Mr. Manit Koothanapath, 62 years , 442 Somdet Phrachao Taksin 21, Sum Rae, Thon

Buri, Bangkok, 10600

Any one of the above persons is my representative to attend the meeting and vote on my behalf in the

Extraordinary General Meeting of shareholders No. 1/2019 on July 3, 2019, 10.30 am. at Maple Hotel,

Maple Room 3 (2nd floor Tower 2), 9 Srinagarind Road, Bangna, Bangkok 10250 or on the date and at

the place as may be postponed or changed.

Any actions taken by the proxy in the meeting are regarded as my own action.

Sign…………………………………Grantor

(…………………………………..)

Sign…………………………………Grantee

(…………………………………..)


(…………………………………..)


(…………………………………..)

Notes:

The Shareholder who wishes to give a proxy must authorize only one proxy to attend and vote in the meeting.

Dividing of shares to several proxies for the purpose of voting is not permitted.



Duty Stamp

20 Baht

Type B Proxy Form

Written at

Date

(1) I, Nationality: .

Residing at House No. Road: Sub-district: .

District: Province: Postal Code: .

(2) Shareholder of Dimet (Siam) Public Company Limited

holds a total of shares and entitled to have vote(s) as follows:

Ordinary share: shares, entitled to have vote(s); and

Preference share: shares, entitled to have vote(s).

(3) Giving a proxy to:

(i) …………………………………………………………………Age: ………………years











(4) I hereby authorize the proxy to vote on my behalf as follows:

Agenda 1 : To approve the Minutes of the Annual General Meeting of Shareholders for the

year 2018.

(a) The proxy holder shall vote independently as to his/her consideration.

(b) The proxy holder shall vote according to the shareholder’s requirement as follows.

Approve Disapprove Abstain

Agenda 2 : To consider and approve partial business transfer to the Subsidiary.




Agenda 3 : To consider other business (if any).






(5) Voting of the proxy in any agenda which is inconsistent to what stated in the Proxy Form shall be

considered as incorrect and shall not be considered as my vote, as a shareholder.

(6) In case that I do not indicate my decision to vote in any agenda or state unclearly or in case that

the meeting considers or there is a resolution on the matters other than mentioned in the above, as well as the

case that there is a change or additional fact of any case, the proxy is entitled to consider and vote on my

behalf as he/she deems appropriate in all respects.

Any action taken by the proxy in the meeting, except in the case that the proxy does not vote in

accordance with what sated in the Proxy Form, shall be considered as my action.

Sign Grantor

( )

Sign Grantee

( )

Sign Grantee

( )

Sign Grantee

( )

Notes:

1. The Shareholder who wishes to give a proxy must authorize only one proxy to attend and vote in the

meeting. Dividing of shares to several proxies for the purpose of voting is not permitted.

2. Agenda on election of directors can be made for a whole set of directors or on an individual basis.

3. In case that there are agenda items to be considered other than the agenda items stated above, the

grantor can specifically add in the Annex to Type B Proxy Form as attached herein.



(Annex of Proxy Form B)

________________________________

This is to indicate my appointment of proxy in a capacity of the shareholder of Dimet (Siam) Public

Company Limited to attend and vote on my behalf in the Extraordinary General Meeting of Shareholders

of the Company No.1/2019 to be held on July 3, 2019, 10.30 am. at Maple Hotel, Maple Room 3 (2nd

floor Tower 2), 9 Srinagarind Road, Bangna, Bangkok 10250 or on the date and at the place as may be

postponed or changed.

Agenda No. …………………Subject…………………………...

(a) The proxy holder is entitled to consider and vote on my/our behalf as deemed appropriate.

(b) The proxy holder shall votes according to my/our intention as follows:


















Signature Grantor

( )

Signature Grantee

( )

Signature Grantee

( )

Signature Grantee

( )



Duty Stamp

20 Baht

Proxy Form C.

(For foreign shareholders who have custodians in Thailand only.)

Written at .

Date Month year .

(1) I/We Nationality .

Address Road Sub-District .

District Province Zip Code .

(2) Being a shareholder of Dimet (Siam) Public Company Limited

Holding the total amount of shares and the voting right equals to votes as follows:

Ordinary share shares equal to voting right votes; and

Preference share shares equal to voting right votes

(3) Hereby appoint

(i) …………………………………………………………………Age: ………………years











(4) I/We therefore would like to vote for each agenda item as follows:

Grant proxy the total amount of shares holding and entitled to vote.

Grant partial shares of

Ordinary share: shares, entitled to voting right votes

Preference share: shares, entitled to voting right votes

(5) I/We therefore would like to vote for each agenda item as follows:

Agenda 1 : To approve the Minutes of the Annual General Meeting of Shareholders for the

year 2018.




Agenda 2 : To consider and approve partial business transfer to the Subsidiary.






Agenda 3 : To consider other business (if any).




(6) Voting of proxy holder in any agenda that is not as specified in this proxy shall be considered as

invalid and not my voting as a shareholder.

(7) In case I have not declared a voting intention in any agenda or my determination is not clear or in

case the meeting considers or passes resolutions in any matters apart from those agendum specified above,

including in case there is any amendment or addition of any fact, the proxy holder shall have the right to

consider and vote as to his/her consideration.

Any business carried on by the proxy holder in the said meeting, except the proxy holder does not vote

as I/we specify in the proxy form, shall be deemed as having been carried out by myself/ourselves in all

respects.

Signature Grantor

( )

Signature Grantee

( )

Signature Grantee

( )

Signature Grantee

( )

Remarks:

1. Only foreign shareholders as registered in the registration book who have custodian in Thailand can use

the Proxy Form C.

2. Evidences to be enclosed with the proxy form are:

(1) Power of Attorney from shareholder authorizes a custodian to sign the Proxy Form on behalf of the

shareholder.

(2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian.

3. The Shareholder who wishes to give a proxy must authorize only one proxy to attend and vote in the

meeting. Dividing of shares to several proxies for the purpose of voting is not permitted.

4. Agenda on election of directors can be made for a whole set of directors or on an individual basis.

5. In case there is any further agenda apart from specified above brought into consideration in the meeting,

the proxy holder may use the Attachment to Proxy Form C.



(Annex of Proxy Form C)

________________________________

The appointment, on behalf of the custodian of Dimet (Siam) Public Company Limited’s

shareholder, to attend and vote on my/our behalf at the Extraordinary General Meeting of Shareholders of

the Company No.1/2019 to be held on July 3, 2019, 10.30 am. at Maple Hotel, Maple Room 3 (2nd floor

Tower 2), 9 Srinagarind Road, Bangna, Bangkok 10250 or on the date and at the place as may be

postponed or changed.




Approve votes Disapprove votes Abstain votes

















Signature Grantor

( )

Signature Grantee

( )

Signature Grantee

( )

Signature Grantee

( )



Attachment 6

Registration Form

-------------------------------------------------------------------------------------------------------------------------

ขาพเจา........................................................................สญชาต……………………………………..…..…

I/WE Nationality

อยบานเลขท……………………………………………………………………………………..……….

Address เลขทะเบยนผถอหน…………………………………………………………………………………..…

Shareholder’s Registration No.

เปนผ ถอหนของบรษท ไดเมท (สยาม) จ ากด (มหาชน) being a shareholder of Dimet (Siam) Public Company Limited

โดยถอหนจ านวนทงสน.......................................................................................หน

Holding the total amount of shares

หนสามญ.........................................................................................................หน

Ordinary share shares

For your convenience, shareholders or proxy holders wishing to attend the meeting,

Kindly bring this set of documents for registration.

The Extraordinary General Meeting of Shareholders of the Company No.1/2019 Dimet (Siam) Public Company Limited

July 3, 2019 at 10.30 hours

At Maple Hotel, Maple Room 3 (the2

nd Fl., Building 2)

No. 9 Srinakarin Road, Bangna, Bangkok 10250

I.............................................................................................. shareholder of or proxy holder of

Dimet (Siam) Public Company Limited of which the identification number………………………… ...........................................................................................................................................................................

Attend the above mentioned meeting

Sing .......................................................Meeting Attendant

(___________________________)



Attachment 7

Map of the meeting venue

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Maple Hotel

No. 9 Srinakarin Rd., Bangna, Bangkok 10250

Tel: 66 (0) 2-398-9999, 66 (0) 2-366-9222 Fax: 66 (0) 2-398-1510

Facebook: https://www.facebook.com/maplehotelbangkok