THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 201 8 - - PowerPoint PPT Presentation

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2018

MONDAY, APRIL 23, 2018

ARNOMA GRAND BANGKOK HOTEL

VOTING REGULATIONS

 One share equals to one vote.  All votes are counted as “approved” except the voting cards that have

been turned in with “no” or “abstain”.

 Shareholders who do not approve or abstain the agenda, please mark in

the voting card and give to staff.

 The voting card that has been modified without certified signatory, or

has been marked more than one box, will be considered as a void card.

 For shareholders who have assigned the proxy, their votes have been

included in the system.

 After the announcement of the vote, the result is deemed final.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

2

AGENDA 1

TO CONSIDER AND APPROVE THE MINUTE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

3

BOARD OPINION:

 The Minutes of the Annual General Meeting of Shareholders for the year

2017 was correctly and accurately recorded and contained the resolution

• f the Annual General Meeting of Shareholders for the year 2017.

 The Company should propose that the Annual General Meeting of

Shareholders should acknowledge and certify the Minutes of Annual General Meeting of Shareholders for the year 2017, held on Thursday, April 20, 2017.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

4

TO CONSIDER AND APPROVE THE MINUTE OF ANNUAL GENERAL MEETING FOR THE YEAR 2017

AGENDA 1

AGENDA 2

TO ACKNOWLEDGE THE PERFORMANCE OF THE COMPANY FOR THE YEAR 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

5

AGENDA 2

BOARD OPINION:

 The Company should report its business performance for the year 2017

as presented in the Annual Report 2017 to the Annual General Meeting

• f Shareholders for acknowledgement.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

6

TO ACKNOWLEDGE THE PERFORMANCE IN 2017

MAJOR EVENTS IN 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

7 Sale of 25% equity in Quantum Inventions

• Pte. Ltd. (SG)

Sale of 14.95% equity in Jackspeed

• Corp. (SG)

Acquired 25.1% of Sakthi Global Auto Holdings Limited (SGAH) (UK) and form strategic partnership with Sakthi Group

0.0 0.5 1.0 1.5 2.0 2.5 3.0

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 …. Millions

Thailand Automotive Industry Overview 2001-2017

Production Volume Domestic Sales Export Volume

2017 THAILAND CAR PRODUCTION GREW 2.3% YOY TO 1.988 MILLION UNITS, AS COMPARED TO 1.944 MILLION UNITS IN 2016

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

8

Global Financial Crisis Tsunami & Flood First car campaign

2.3%

Source: The Federation of Thai Industry

2017 REVENUE WAS BAHT 16.6 MILLION (+9.9%); NET PROFIT MARGIN SIGNIFICANTLY INCREASED FROM 3.6% TO 7.0%

• 2.0

4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0

2013 2014 2015 2016 2017 Billions

Total Revenues

Revenues Interest One-Off Income

3.6% 2.4% 2.1% 3.6% 7.0%

0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0%

• 0.2

0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8

2013 2014 2015 2016 2017 Billions

Net Profit to Equity Holders

Net Profit Net Profit Margin (%)

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

9

Note: 2017 Revenue and Net Profit include Bt.191 million interest income from SGAH and Bt.160 gain from sale of investments in QI (Singapore)

REVENUE INCREASES WERE DRIVEN BY GOOD SALES GROWTH IN BOTH AUTO PARTS AND CAR DEALERS IN ALL COUNTRIES

9.63 5.48

10.45* 6.17

• 2.0

4.0 6.0 8.0 10.0 12.0

Auto Parts Car Dealers

Billions

Total Revenue by Segment

2016 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

10 8.6%

12.6%

11.11 3.51 0.52

11.91* 4.06 0.68

• 2.0

4.0 6.0 8.0 10.0 12.0 14.0

Thailand Malaysia China

Billions

Total Revenue by Country

2016 2017

Note: * include Bt.191 million interest income from SGAH and Bt.160 gain from sale of investments in QI (Singapore)

29.8% 15.6% 7.2%

AH RANKED NO.6 AMONG TOP 10 STOCK OF THE HIGHEST SHARE PRICE GROWTH IN 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

11

29/12/2017 34.50 30/12/2016 16.00 5/1/2016 9.15

5 10 15 20 25 30 35 40 45

29/12/2017 15/12/2017 29/11/2017 15/11/2017 1/11/2017 16/10/2017 29/9/2017 15/9/2017 1/9/2017 18/8/2017 3/8/2017 19/7/2017 4/7/2017 20/6/2017 6/6/2017 23/5/2017 8/5/2017 21/4/2017 4/4/2017 21/3/2017 7/3/2017 21/2/2017 6/2/2017 23/1/2017 9/1/2017 22/12/2016 7/12/2016 22/11/2016 8/11/2016 25/10/2016 10/10/2016 26/09/2016 9/12/2016 29/08/2016 15/08/2016 29/07/2016 13/07/2016 28/06/2016 14/06/2016 31/05/2016 16/05/2016 27/04/2016 8/4/2016 24/03/2016 10/3/2016 25/2/2016 10/2/2016 27/1/2016 13/1/2016

AH Share price (in Baht) +277%

PROPOSED DIVIDEND PAYMENT FOR 2017 AT BAHT 1.20 PER SHARE

0% 5% 10% 15% 20% 25% 30% 35% 40%

• 0.5

1.0 1.5 2.0 2.5 3.0 3.5 4.0

2013 2014 2015 2016 2017

Dividend Payment in 2013-2017

Core EPS Annual DPS Dividend Payout

0% 1% 2% 3% 4% 5% 6% 5 10 15 20 25 30

2013 2014 2015 2016 2017

Dividend Yield

Average Share Price Dividend Yield

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

12

Note: Dividend yield based on average share price in the year

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

13

MAJOR AWARDS & ACHIEVEMENTS IN 2017

2016FY Loss Reduction Project Champion Group B and The Best in Delivery Award

From Isuzu Motors Company (Thailand) Limited Given to AAPICO Structural Products Company Limited

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

14

MAJOR AWARDS & ACHIEVEMENTS IN 2017

2016 Supplier Quality Excellence

from General Motors given to AAPICO Hitech PLC

2017 Best Support Award

from Ford Motors Thailand given to AAPICO Hitech PLC

Q Award for Excellent Quality Status Recognition

from Auto Alliance Thailand given to AAPICO Hitech PLC

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

15

MAJOR AWARDS & ACHIEVEMENTS IN 2017

The Winner of TCC-TPS Activity 2017

from Toyota given to AAPICO Hitech PLC

Honda CEO Award from Honda Malaysia

given to New Era Sales (M) Sdn. Bhd. and Tenaga Setia Resources Sdn. Bhd.

2017 Top 5 Sales Award

given to New Era Sales (M) Sdn. Bhd.

2017 Elite Dealer Award

Given to New Era Sales (M) Sdn. Bhd.

Top 7 Accessories Sales Award

Given to Tenaga Setia Resources Sdn. Bhd.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

16

CSR ACTIVITIES IN 2017

0.46 0.58 0.75 0.93 1.13 1.19 1.29 1.39 1.00 1.65 1.46 2.45 2.46 1.88 1.91 1.94

0.0 0.5 1.0 1.5 2.0 2.5 3.0

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 …. Millions

Thailand Automotive Industry Overview 2001-2017

Production Volume Domestic Sales Export Volume

2018 THAILAND CAR PRODUCTION FORECASTED TO REACH 2.0-2.1 MILLION UNITS DRIVEN BY CONTINUING DOMESTIC SALES GROWTH

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

17

Global Financial Crisis Tsunami & Flood First car campaign

3-5%

Source: The Federation of Thai Industry

AGENDA 3

TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2017 ENDED AS OF DECEMBER 31, 2017 AND THE AUDITOR’S OPINION

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

18

AGENDA 3

BOARD OPINION:

 The Company should propose that the Annual General Meeting of

Shareholders approve the audited financial statements for the fiscal year 2017 ended as of December 31, 2017, which were considered by the Audit Committee and audited by a certified public accountant.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

19

TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2017

AGENDA 4

TO ACKNOWLEDGE INTERIM DIVIDEND PAYMENT AND TO CONSIDER AND APPROVE THE DIVIDEND PAYMENT FOR THE PERFORMANCE IN 2017

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

20

AGENDA 4

Dividend Policy:



The Company has a policy to pay dividend of not less than 10% of net profit after taxes. However, the decision for dividend payment is subjected to future investment plans and other necessities as the Company deems appropriate in the future. Interim Dividend Payment:



The Company has made an interim dividend payment for the performance in January-June 2017 at the rate of Baht 0.60 per share, which is equal to a total amount of Baht 189,944,138.40-

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

21

TO ACKNOWLEDGE INTERIM DIVIDEND AND APPROVE DIVIDEND PAYMENT FOR THE YEAR 2017

AGENDA 4

Proposed Dividend Payment:



For the year 2017, the Company has net profit to equity holders of Baht 1,158 million and therefore proposes the dividend payment for the performance of July-December 2017 at the rate of Baht 0.60 per share, which is equal up to Baht 189,945,686.40-.



This added up to a total dividend for the year 2017 at the rate of Baht 1.20 per share, representing a dividend payout ratio of 32.8% of the Company’s net profit attributable to equity holders after taxes for the accounting period

• f January 1, 2017 to December 31, 2017.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

22

TO ACKNOWLEDGE INTERIM DIVIDEND AND APPROVE DIVIDEND PAYMENT FOR THE YEAR 2017

AGENDA 4

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the dividend payment for the performance during July to December 2017 at the rate of Baht 0.60 per share, totaling up to Baht 189,945,686.40 to shareholders whose name in the Share Register Book as at March 14, 2018 (Record Date).



The dividend is scheduled for payment in cash on May 9, 2018.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

23

TO ACKNOWLEDGE INTERIM DIVIDEND AND APPROVE DIVIDEND PAYMENT FOR THE YEAR 2017

AGENDA 5

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS BY ROTATION

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

24

AGENDA 5

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve that the following retired directors to be re-elected as the director of the Company for another term.

1.

• Mr. Yeap Swee Chuan

Chairman of the Board / Executive Director

2.

• Mrs. Teo Lee Ngo

Executive Director

3.

• Mr. Wichian Mektrakarn

Independent Director / Risk Management Committee

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

25

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS

AGENDA 5.1

• Mr. Yeap Swee Chuan

Malaysian 70 Years

Chairman of the Board of Director Executive Director

Date of Appointment (Tenure): August 1, 2002 ( 16 years ) Current position: President and CEO, AAPICO HITECH PLC

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

26

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS

Attendance BOD AC NRC RISK AGM Year 2017 6/6

• 1/1

AGENDA 5.1

Education:

▪

Bachelor Degree, Technology (Industrial Management), Massey University, New Zealand Training: Director Certification Program (DCP103/2008) Work Experiences in the past 5 years:

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

27

• Mr. Yeap Swee Chuan

Period Position Company 2010 – Present Director Board of Trade 2010 – Present Vice Chairman Peace Network of Thailand 2005 – Present Chairman Malaysian-Thai Chamber of Commerce 2000 – Present Director, Audit Committee Goodyear (Thailand) Public Company Limited 1996 – Present President and CEO AAPICO Hitech PLC

AH Shareholding : 13.68%

AGENDA 5.2

• Mrs. Teo Lee Ngo

Malaysian 68 Years

Executive Director

Date of Appointment (Tenure): August 1, 2002 ( 16 years ) Current position: Executive Director, AAPICO HITECH PLC

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

28

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS

Attendance BOD AC NRC RISK AGM Year 2017 6/6

• 1/1

AGENDA 5.2

Education:

▪

Bachelor of Commerce (Industrial and Business Management), Nanyang University, Singapore Training: None Work Experiences in the past 5 years:

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

29

• Mrs. Teo Lee Ngo

Period Position Company 1996 – Present Executive Director AAPICO Hitech PLC 1996 – Present Director Able Sanoh Industries (1996) Company Limited AH Shareholding : 9.86%

AGENDA 5.3

• Mr. Wichian Mektrakarn

Thai 64 Years

Independent Director Risk Management Committee

Date of Appointment (Tenure): April 27, 2015 ( 3 years ) Current position: Chairman of Board of Directors, CS LoxInfo PLC Authorize Director, Pruksa Holding PLC Chairman of Board of Directors, Aira & Aiful PLC Director, Thanachart Insurance PLC

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

30

TO CONSIDER AND APPROVE THE APPOINTMENT OF DIRECTORS REPLACING RETIRED DIRECTORS

Attendance BOD AC NRC RISK AGM Year 2017 4/6 4/4 2/2

• 1/1

AGENDA 5.3

Education:

▪

Bachelor of Science in Electrical Engineering, California State Polytechnic University, Pomona, USA Training: Director Certification Program (DCP107/2008) Board that Makes the Differences (BMD3/2016) Role of Chairman Program (RCP40/2017) Work Experiences in the past 5 years:

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

31

• Mr. Wichian Mektrakarn

Period Position Company 2011 – 2016 Member of Executive Committee Intouch Holdings PLC 2014 – 2016 Advisor Advanced Info Service PLC 2014 – 2016 Director International School of Engineering, Chulalongkorn University 2009 – 2014 Chief Executive Officer Advanced Info Service PLC 2006 – 2009 President Advanced Info Service PLC AH Shareholding : None

AGENDA 6

TO CONSIDER AND APPROVE THE REMUNERATION OF DIRECTORS AND ITS COMMITTEE FOR THE YEAR 2018

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

32

AGENDA 6

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the remuneration of directors and its committee for the year 2018

• 1. Total annual remuneration for the year 2018 at the amount not exceeding Baht

1,750,000.

• 2. The attendance fee of Board of Directors at Baht 20,000 per person/meeting, the

Audit Committee of Baht 15,000 per person/meeting, the Nomination and Remuneration Committee of Baht 10,000 per person/meeting, and the Risk Management Committee of Baht 10,000 per person/meeting.

• 3. The incentive bonus for independent directors at the rate of 0.2% of net profit to

equity holders but not exceeding the amount of Baht 3 million.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

33

TO CONSIDER AND APPROVE REMUNERATION OF DIRECTORS FOR THE YEAR 2018

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

34

Directors’ Remuneration 2017 2018 Change

• 1. Annual Remuneration (per person / per year)

▪ Board of Directors ▪ Audit Committee

• Independent

Director

• Chairman
• Member

Baht 275,000 Baht 50,000 Baht 25,000 Baht 275,000 Baht 50,000 Baht 25,000 No change No change No change

• 2. Attendance Fee (per person / per meeting)
• Board of Directors
• Audit Committee
• Nomination and Remuneration Committee
• Risk Management Committee

Baht 15,000 Baht 10,000 Baht 7,500 Baht 7,500 Baht 20,000 Baht 15,000 Baht 10,000 Baht 10,000 +33% +50% +33% +33%

• 3. Incentive Bonus

For Independent Directors (as a group)

0.2% of Net Profit to equity holders but not exceeding Baht 3 million. 0.2% of Net Profit to equity holders but not exceeding Baht 3 million. No change

AGENDA 7

TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR AND THE AUDITOR’S REMUNERATION FOR THE FISCAL YEAR 2018 ENDED DECEMBER 31, 2018

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

35

AGENDA 7

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the appointment EY Office Limited as the Company’s auditor to audit the financial statements for fiscal year 2018 ended as of December 31, 2018, with the auditor’s remuneration at the amount not exceeding Baht 2,450,000-.



The list of auditors are the following:

1.

• Ms. Sumalee Reewarabandith

C.P .A. Registration No. 3970

2.

• Mr. Khitsada Lerdwana

C.P .A. Registration No. 4958

3.

• Ms. Watoo Kayankannavee

C.P .A. Registration No. 5423

4.

• Ms. Vilailak Laohasrisakul

C.P .A. Registration No. 6140

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

36

TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR AND AUDITOR’S REMUNERATION FOR 2018

AGENDA 8

TO CONSIDER AND APPROVE THE AMENDMENT OF CLAUSE 3 OF THE COMPANY’S MEMORANDUM OF ASSOCIATION IN COMPLIANCE WITH THE ESTABLISHMENT OF INTERNATIONAL HEADQUARTER (IHQ)

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

37

AGENDA 8

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the amendment to Clause 3 (Objective) of the Company’s Memorandum of Association to extend coverage of new activities to be confirmed to the establishment

• f International Headquarter (IHQ), as follows:



“Clause 45: To carry on the business of International Headquarter or Regional Operating Headquarter or representative office or branch office and other related businesses or rendering management or technical services, supporting activities, cash management, carry

• ut businesses as International Trading Center, Treasury Center, provide supporting services,

analysis, research, information supports, marketing supports and other supporting services for benefits of affiliates, its own branches or other persons either within Thailand or foreign countries.”

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

38

TO CONSIDER AND APPROVE THE AMENDMENT TO CLAUSE 3 OF MEMORANDUM OF ASSOCIATION

AGENDA 9

TO CONSIDER AND APPROVE THE ISSUANCE AND OFFERING FOR SALE OF DEBENTURES

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

39

AGENDA 9

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the issuance and offering for sale of debentures for the amount up to Baht 2,500,000,000- (Two Thousand Five Hundred Million Baht) and, the authorization to Mr. Yeap Swee Chuan or a person entrusted by such authorized director of the Company to have the power to arrange and manage issues and documents relating to the issuance and offering of debentures.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

40

TO CONSIDER AND APPROVE THE ISSUANCE AND OFFERING FOR SALE OF DEBENTURES

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

41 Objective To expand for future business, including to redeem the existing debentures issued by the Company by virtue of the resolution passed by the EGM No.1/2015, and to use for capital expenditures and/or working capital of the Company. Type All types of debentures, secured or unsecured, specify or not specify the name of debenture holder, senior or subordinated, subject to market condition and other relevant factors at the time of each issuance and offering of debentures. Issue size Up to Baht 2,500,000,000, which may be issued and offered in one or more series in

• ne or several occasions and the Company may issue additional debentures on a

revolving basis to replace those debentures which has been redeemed or bought back. Currency Thai Baht and/or any other currencies in the equivalent amount. Interest rate Subject to market conditions at the time of each issuance. Tenor Up to 10 years, with or without call/put option. Placement The debentures may be offered in one or more series in one or several occasions, and/or as a program and/or on a revolving basis. The debentures may be offered in Thailand and/or in foreign countries to public and/or through private placement for local institutional investors and/or foreign institutional investors and/or to high net worth investors and/or board members and executives of the Company in accordance with the applicable regulations of the SEC and other relevant regulations effective at the time of the issuance of debentures. Other conditions Subject to market conditions at the time of each issuance and offering of debentures and other relevant factors.

AGENDA 10

TO CONSIDER AND APPROVE THE AMENDMENT TO SECTION 30 OF THE COMPANY’S ARTICLES OF ASSOCIATION REGARDING THE CALLING OF SHAREHOLDERS’ MEETING

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

42

AGENDA 10

Board Opinion:



The Company should propose that the Annual General Meeting of Shareholders approve the amendment to Section 30 of the Company’s Articles of Association regarding the calling of shareholders’ meeting.



Section 30 The Board of Directors shall call for a shareholders’ meeting which is an annual general meeting of shareholders within four (4) months from the last day of the fiscal year of the Company.



Shareholders’ meeting other than the one referred in the first paragraph shall be called extraordinary general meetings. The Board of Directors may convene an extraordinary general meeting of shareholders any time the Board considers it expedient to do so.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

43

TO CONSIDER AND APPROVE THE AMENDMENT TO SECTION 30 OF ARTICLES OF ASSOCIATION



One or more shareholders holding shares in aggregate of not less than ten (10) percent

• f the total number of shares sold or may, by subscribing their names to a notice, request

the Board of Directors to convene an extraordinary meeting of shareholders at any time, but the subjects and reasons for calling such meeting shall be clearly stated in the notice. In such request, the Board of Directors must arrange a meeting of shareholders to be held within forty-five (45) days as from the date that the notice of shareholders is received.



In the case that the Board of Directors fail to arrange the shareholders’ meeting within a period specified in the third paragraph, shareholders who have subscribed their names or

• ther shareholder(s) holding shares in aggregate as prescribed by law, may convene a

shareholders’ meeting within forty-five (45) days as from the end of the period specified in the third paragraph. Such shareholders’ meeting shall be considered a meeting convened by the Board of Directors and the Company shall be responsible for all necessary expenses arising from the arrangement of such shareholders’ meeting and provide any reasonable facilitation.



In the case where, at the shareholders’ meeting convened by shareholders under the fourth paragraph, the number of shareholders attending the meeting does not constitute a quorum as prescribed under the Company’s Articles of Association, the shareholders under the fourth paragraph shall jointly be responsible for the expenses arising from the arrangement of such shareholders’ meeting to the Company.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

44

AGENDA 11

TO CONSIDER OTHER BUSINESSES (IF ANY)

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

45

AH COMPANY VISIT

Date: Thursday, May 24, 2018 Time: 12:00-17:00 Venue: Hitech Industrial Estate, Ayutthaya Province Registration (40 people):

 Register at the Annual General Meeting 2018  Send email to ir@aapico.com

** The Company shall reserve the rights to join the company visit activity for shareholders whose names are on the Share Register Book as of March 14, 2018. Confirmed participants will be announced on May 12, 2018.

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

46

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

47

ADDITIONAL INFORMATION

 Sakthi Group of Company  SGAH : Structure of the deal  Key Financial Highlights  AAPICO’s Vision  Capital Structure  AH Debentures  TURBO Policy

THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS AAPICO HITECH PUBLIC COMPANY LIMITED

48