E 01-36 (Toy) - RCL Group · 2011. 3. 28. · Supawan Sirichai Company Secretary Enclosures. 1. 2010 Annual Report CD-Rom including the Balance Sheets and Profit and Loss Statements

Noticefor the 32nd Annual General Meeting 29th April 2011

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Ref. No. RCL 007/2011 March 25, 2011

Subject : Notice for the 32nd Annual General Meeting of Regional Container Lines Public Company LimitedAttention : Shareholders

The Board of Directors of Regional Container Lines Public Company Limited has resolved to hold the 32nd Annual General Meeting at Montien Riverside Hotel, Vimarnthip Room, 5th Floor, 372 Rama 3 Road, Bangklo, Bangkok 10120 on Friday 29th April 2011, at 10.30 a.m. to consider the following agenda :

Agenda 1. To Adopt the Minutes of the 31st Annual General Meeting (Agenda for Adoption) Facts and Reasons The 31st Annual General Meeting was held on 30th April 2010 as per copy of the Minutes of Meeting as Attachment 1. Board’s Opinion That the Shareholders’ Meeting should adopt the Minutes of the said Meeting which was posted on the Company’s website 2 weeks after the Meeting. Voting Approval Not less than one half of the total number of votes by shareholders attending the meeting and casting votes.

Agenda 2. To Acknowledge the Report on the Year 2010 Operational Results of the Company (Agenda for Acknowledgement) Facts and Reasons Report on the year 2010 operational results is presented in the 2010 Annual Report (CD-Rom) delivered to the shareholders together with the notice and posted on the Company’s website around the beginning of April 2011. Board’s Opinion That the Shareholders’ Meeting should acknowledge the report on the year 2010 operational results of the Company.

Agenda 3. Directors’ Remuneration for the Year 2010 (Agenda for Acknowledgement) Facts and Reasons Directors’ Remuneration is based on the criteria approved by the 26th Annual General Meeting of Shareholders on 29th April 2005 as per details in Attachment 2. Board’s Opinion The Directors’ Remuneration for the year 2010 is in accordance with the approved criteria and disclosed in the 2010 Annual Report under section “Corporate Governance” item 5 Responsibilities of the Board. It is reported to the Shareholders’ Meeting for acknowledgement. Agenda 4. To Approve the Balance Sheets and Profit and Loss Statements as of 31st December 2010 (Agenda for Approval) Facts and Reasons The audited financial statements for the year ended 31st December 2010 are presented in the 2010 Annual Report under section “Financial Statements” delivered to the shareholders together with the Notice. Board’s Opinion That the Shareholders’ Meeting should approve the audited Balance Sheets and Profit and Loss Statements as of 31st December 2010. Voting Approval same as Agenda 1 Agenda 5. To Approve Not Declaring Dividend for the Year 2010 Operational Results (Agenda for Approval) Facts and Reasons The Company recovered from the huge operating loss in 2009 and required adequate working capital to support the business operation. Board’s Opinion That the Shareholders’ Meeting should approve not declaring dividend for the year 2010 operational results as per reason given above. Voting Approval same as Agenda 1

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Agenda 6. To Consider Electing New Directors to Replace Those Due to Retire (Agenda for Approval) Facts and Reasons In the year 2011, 3 directors due to retire comprise : 1. Mr. Sumate Tanthuwanit Director 2. Mr. Hartwig Schulze-Eckardt Director 3. Mr. Viset Choopiban Director Board’s Opinion The Board of Directors proposed 3 directors to resume the directorship of the Company as follows : 1. Mr. Sumate Tanthuwanit as Director 2. Mr. Hartwig Schulze-Eckardt as Director 3. Mr. Viset Choopiban as Independent Director

(Opinion from the Nomination and Remuneration Committee and profiles of the directors due to retire and nominated to resume directorship are given in Attachment 4) Voting Approval Voting on individual director and not less than one half of the total number of votes by shareholders attending the meeting and casting votes

Agenda 7. To Consider Electing Additional Director (Agenda for Approval) Facts and Reasons According to Clause 19 of the Company’s Articles of Association, the number of directors in the Board shall not exceed 10 members. Presently, the Board of Directors comprise 9 members. The Nomination & Remuneration Committee has nominated Mr. Kua Hock Eng for directorship. Board’s Opinion That the Shareholders’ Meeting should elect Mr. Kua Hock Eng (resume of nominee is given in Attachment 5) as recommended by the Nomination & Remuneration Committee. Voting Approval same as Agenda 6

Agenda 8. To Appoint the Company’s Auditors and Approve the Audit Fees (Agenda for Approval) Facts and Reasons The 31st Annual General Meeting held on 30th April 2010 approved the appointment of Prof. Emeritus Kesree Narongdej, CPA No. 0076 or Mr. Chaiyuth Angsuwithaya, CPA No.3885 or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 or Mr. Sumit Khopaiboon, CPA No. 4885 of A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2010 till 31st December 2010 with either one of the four auditors certifying the Company’s financial statements on behalf of A.M.T. & Associates., and approved the audit fees of Baht 1,470,000.00. Board’s Opinion That the Shareholders’ Meeting should approve to appoint Prof. Emeritus Kesree Narongdej, CPA No. 0076 or Mr. Chaiyuth Angsuwithaya, CPA No.3885 or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 or Mr. Sumit Khopaiboon, CPA No. 4885 of A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2011 till 31st December 2011 with either one of the four auditors certifying the Company’s financial statements on behalf of A.M.T. & Associates., and approved the audit fees of Baht 1,539,000.00. (Opinion from the Audit Committee and audit fees are detailed in Attachment 6) Voting Approval same as Agenda 1

All shareholders of the Company are invited to attend the 32nd Annual General Meeting on the date, time and place stated above and please bring Registration Form with barcode affixed for registration. Should you appoint a proxy, please sign the attached proxy form and present to the Company before attending the meeting. In order to complete the registration process and start the meeting at specified time, proxy who represents many shareholders is requested to arrive at the meeting venue earlier for convenience in evidence checking. Should the shareholder wish to appoint the Company’s independent directors as proxy, the Company has designated Mr. Amornsuk Noparumpa, Mr. Dusit Nontanakorn and Mr.Thep Roongtanapirom to be proxies. Please sign the attached proxy form and return to the Company one day before the meeting date.

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The shareholder can register and present evidences at the meeting venue on 29th April 2011 as from 08.30 a.m. until 10.30 a.m. The Company fixes the Record Date for the right of shareholders to attend the 32nd Annual General Meeting on 7th April 2011 and the closing date of registration book for gathering shareholders’ names under the section 225 of the Securities and Exchange Act on 8th April 2011. Shareholder who wishes to obtain a printed copy of the 2010 Annual Report, please contact Corporate Secretary Unit, Tel : 02-2961093, 02-2961065.

Respectfully yours, By Order of the Board

Supawan Sirichai Company Secretary

Enclosures. 1. 2010 Annual Report CD-Rom including the Balance Sheets and Profit and Loss Statements as of 31st December 2010 2. Financial Highlights, Balance Sheets and Income Statements as of 31st December 2010 3. Minutes of the 31st Annual General Meeting held on 30th April 2010 (Attachment 1) 4. Directors’ Remuneration for the Year 2010 (Attachment 2) 5. Dividend Policy and Dividend Payout during Year 2009 - 2010 Operational Results (Attachment 3) 6. Opinion from the Nomination and Remuneration Committee and Profiles of the Directors due to Retire and Nominated to Resume Directorship (Attachment 4) 7. Profile of Nominee for New Director Post (Attachment 5) 8. Opinion from the Audit Committee on the Appointment of Auditors and Audit Fees for the Year 2010 - 2011 (Attachment 6) 9. Proxy Forms

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Financial Highlights

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6

Balance Sheets

REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESAS AT 31 DECEMBER 2010 AND 2009

The accompanying notes are an integral part of the financial statements.

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Balance Sheets (Continued)

REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESAS AT 31 DECEMBER 2010 AND 2009


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Income Statements

REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009


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Attachment 1

Minutes of the 31st Annual General Meeting of

Regional Container Lines Public Company Limited

Held at Vimarnthip Room, 5th Floor, the Montien Riverside Hotel,372 Rama III Road, Bangklo, Bangkok

on Friday 30th April 2010

Directors attending the Meeting 1. Mr. Sumate Tanthuwanit Managing Director 2. Mr. Amornsuk Noparumpa Director & Chairman of the Audit Committee 3. Mr. Thep Roongtanapirom Director & Audit Committee 4. Mr. Dusit Nontanakorn Director & Audit Committee 5. Ms. Tuangrat Kirtiputra Director 6. Dr. Jamlong Atikul Director 7. Mr. Viset Choopiban Director Directors not attending the Meeting 1. Mr. Kua Phek Long Chairman 2. Mr. Hartwig Schulze - Eckardt Director

Management 1. Ms. Tuangrat Kirtiputra Executive Vice President (Support)

Auditors 1. Mrs. Natsarak Sarochanunjeen A.M.T. & Associates 2. Ms. Narissara Kanchanapenkul A.M.T. & Associates

Shareholders attending the Meeting 1. 72 shareholders, holding 56,784,621 shares 2. 136 proxies, holding 426,488,370 shares Totaling 208 shareholders and proxies, holding 483,272,991 shares or 72.8919% of the total shares, which constituted a quorum according to the Company’s Articles of Association.(Remark : After the Meeting started, there were shareholders registering to attend the Meeting. When the Meeting adjourned, 87 shareholders holding 59,957,241 shares and 154 proxies holding 438,148,870 shares making the total of 241 shareholders and proxies holding 498,106,111 shares or 75.1291% of the total shares) The Meeting started at 10.30 a.m.

Mr. Sumate Tanthuwanit took the chair. He declared the Meeting opened and informed that Bangkok was not in normal situation. The governments of many countries had warned their people against traveling to Thailand during this period. Mr. Kua Phek Long and Mr. Hartwig Schulze - Eckardt thus apologized for not being able to attend the Meeting today. Mr. Sumate Tanthuwanit explained the vote casting procedures and requested the Meeting to pass a consensus that only those objecting or abstaining to raise their hands and return the ballot papers of each agenda for votes counting in order to expedite the process and conclusion for each agenda. He then proceeded as per following agenda.

Agenda No. 1 : To Adopt the Minutes of the Extraordinary General Meeting No. 1/2009

Mr. Sumate Tanthuwanit proposed that the Meeting adopt the Minutes of the Extraordinary General Meeting No. 1/2009 held on 24th July 2009 sent to all shareholders in advance together with the Notice. The said minutes had been posted on the Company’s website since August 2009. He asked if anyone had query or proposed amendment.

Supplementary Document to Agenda 1 To Adopt the Minutes of the 31st Annual General Meeting Held on 30th April 2010

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No further amendment from the Meeting. Voting : 226 shareholders casted 489,199,311 votes 478,536,211 votes approved - votes not approved 10,663,100 votes abstained The Meeting, with the majority votes totaling 478,536,211 votes, adopted the Minutes of the Extraordinary General Meeting No. 1/2009 held on 24th July 2009.

Agenda No. 2 : To Acknowledge the Report on the Year 2009 Operational Results of the Company

Mr. Sumate Tanthuwanit presented the Group Financial Highlights for the year 2009 compared to the year 2008

Financial Results (Million Baht) 2009 2008 Change %

Turnover before Exchange Difference and Adjustment for Unrealized Loss on Derivatives

14,554.3 20,750.5 -30

Cost of Freight & Operations 15,272.4 18,780.5 19

Gross Profit / (Loss) from Freight Income (951.3) 751.6 -227

Exchange Gain / (Loss) (20.9) 111.7 -119

Loss on Impairment of Assets (1,628.0) (182.3) -793

Allowance for Unrealised Gain / (Loss) from Change in the Fair Value of Derivatives

265.3 (1,008.0) 126

Profit / (Loss) before Finance Cost & Income Tax (3,358.1) (421.2) -697

Net Profit / (Loss) after Tax & Minority Interests (3,785.9) (837.0) -352

and reported that the year 2009 was recorded as the worst year for shipping business, which had been operated for almost 52 years, with world trade suffered its biggest collapse since World War II, an unprecedented 12% drop. Under the influence of the global economic crisis, the global trading volume declined from the start of 2009, the shipping market had been in deep recession. Coupled with excess capacity, assets value declined and freight rates collapsed until all - in rates on some trades, notably between Europe and Asia dropped close to zero. From the slide on the screen, 22 world container lines ran up collective losses estimated almost US$ 15 billion for the full year of 2009. Among these lines, some operated both container and bulk services. If counting the container trade alone, the collective losses may exceed US$ 20 billion. He pointed out that bulk business remained strong as the manufacturing countries ordered raw materials and energy - related goods to keep in stock. Worth mentioning was China which possessed huge reserves in US Dollar currency and decided to purchase a large amount of energy - related materials instead of keeping the US Dollar. The economic downturn in the United States and Europe caused the people to cut down their spending. As a result, the containerized commodities from the sources in Asia dropped sharply by 40%. Imbalance between low demand of goods and over - tonnage supply led to a very aggressive competition which pressed the freight rates almost below cost level. Striving to drive their business out of the difficulties, those loss - making world container lines raised more than US$ 12 billion in the last 12 months by means of capital injection, bond issue, loans, credit line, debt restructuring, debt - equity swap, etc. Many shipping lines even called for financial support from their governments. RCL Group was not spared from global turmoil which hit all areas of shipping, reversing years of bloom and healthy freight earnings. The total turnover before exchange difference and adjustment for unrealized loss on derivatives was down by 30% at Baht 14,554.3 million compared to the previous year, reflecting both a decline in volume by 18.5% and low freight rates by 13%.

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The cost of freight & operations decreased by 19% at Baht 15,272.4 million compared to the previous year and was in line with the drop in the liftings. To cope with the downturn, the Group employed many measures to reduce excessive tonnages, including returning 5 chartered - in vessels and strictly controlling terminal operation expenses. However, the bunker price rose substantially since March 2009. Besides, the Group had to take delivery of a 2,732 TEUs new vessel ordered earlier before financial crisis in 2008. Nonetheless, the cost reduction initiatives were not enough to offset the 30% decline in freight income. The Group recorded the loss from freight income at Baht 951.3 million in 2009 compared to the profit from freight income at Baht 751.6 million in 2008. In 2009, the year-on-year average rate for Baht was strengthened against US Dollar. As the Group’s revenues and majority of its costs were denominated in the US Dollar, the stronger Baht created translation loss in the revenues when the US$ freight was being translated into Baht. On the other hand, the Group had the accounting gain when all US$ denominated expenses were being translated into Baht. The Group recorded the exchange loss of Baht 20.9 million in 2009 compared to the exchange gain of Baht 111.7 million in 2008. Loss on impairment of assets of Baht 1,628 million was provided in 2009 to reflect the fair value of properties and vessels. At the end of 2009, the fair value of land and property and vessels held by the subsidiaries in Singapore was Baht 796 million and Baht 853 million lower than the carrying costs. On the other hand, the property held by a subsidiary in Hong Kong was Baht 21 million higher than the carrying costs. The Group entered into bunker swap contracts in 2008 covering till the first half of 2009, thus recorded an allowance for unrealized loss amounting to Baht 1,008.0 million in 2008 when the bunker prices dropped sharply. As the price moved up from January to June 2009, the actual loss amounted to approximately Baht 700 million, the Group had overprovisioned by Baht 265 million. For the full year of 2009, the total liftings reduced by 18.5% at 2.365 million TEUs while the overall utilization dropped almost 4% from 108% in 2008 to 104% in 2009. Though the Group coped with the downturn by controlling the cost of freight and operations down by 19%, the gross margin per TEU was only 2% which was the lowest, falling from 34% gross margin in 2005. Coupled with the impairment loss on assets of Baht 1,628 million and exchange loss of Baht 20.9 million, the Group recorded a loss before finance cost and income tax in the amount of Baht 3,358.1 million in the year 2009 versus a loss of Baht 421.2 million in the year 2008. The Group’s net loss after tax and minority interests was recorded at Baht 3,785.9 million in the year 2009. Total asset of the Group declined by Baht 3,526 million, or 11% drop year-on-year, from Baht 30,672 million in 2008 to Baht 27,146 million in 2009, mainly due to the impairment loss on land and property in Singapore and 3 vessels taken in the years 2008 - 2009. In addition, loss from operation also drained net cash. Total liabilities of the Group increased by Baht 657 million, or 4% increase from Baht 14,941 million in 2008 to Baht 15,598 million in 2009. The Group paid back long - term loan in earlier of 2009, raised additional shipping finance and issued a new 3 - year Thai Baht bond worth Baht 2,500 million. Nonetheless, the interest costs decreased due to the decrease in LIBOR. Total shareholders’ equity of the Group reduced by Baht 4,183 million, or 27% from Baht 15,731 million in 2008 to Baht 11,548 million in 2009, mainly due to the negative operating results. After the presentation, the Meeting was given an opportunity to inquire further. Shareholders asked and Mr. Sumate Tanthuwanit replied as follows : Question The economic growth in Singapore improved to 10% and the Company’s core business was based in Singapore. How would the Company benefit from the economic recovery there? How would the Company cope with the competition? Answer The Group’s business actually relied on the world and intra - Asia regional trades. Singapore port served as transshipment point between East and West trades. The economic upturn in Singapore would benefit land and property, but not the Group’s feedering activities. It should be noted that the countries in Asia, in particular China, were key drivers to world economic recovery and 30% of the Group’s total liftings were inbound and outbound from China. The growing Asian markets would definitely attracted severe competition. The Group

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did plan to wake 4 - 5 vessels laid up since 2009 and bring back to service, considering the fact that laying - up of vessel incurred certain cost and there would incur additional cost in re - deploying these vessels. As such, the cost of freight and operations should be justified. The Group, however, regularly monitored and assessed the situation to timely redefine its business approach. The update was given that the result in the first quarter of 2010 improved from the same period of the previous year. Question 1. Would there be any new vessels taken in 2010? 2. Why did the Company not return the chartered vessels since many vessels were in a lay - up? 3. Why did the Company not dispose old vessels? Answer 1. No new vessels were taken in 2010. 2. The term charter agreements were binding upon the Group. Negotiations were made with the owners and if successful, all chartered vessels would be returned. Some vessels were laid up because the Group deployed the vessels of different sizes ranging from 500 TEUs to 2,600 TEUs and selected the suitable and cost - effective tonnage to accommodate each service route. 3. The Group deployed old vessels suitable for certain trade lanes. If selling out these vessels, tonnage of same size would be chartered in as it was not cost - efficient to deploy the bigger size in the fleet. Question With the economic upturn, the Company may have concerns over competition and market share and their impact on freight income. Please explain about the Company’s competitive edge and its standing in the market. Answer Actually, market share was one of the market theories. The Group operated container feedering and liner business. In the past, the shipping lines mainly focused on market share. Experiencing the hardest time, their focus did shift from mainly the market share to selecting high - margin cargoes as well. The cost of freight and operations comprised cost elements from vessels and containers, be it empty or loaded. The shipping lines became more selective to providing the service that could cover the operating costs. Nonetheless, market share was of importance. It was too early to tell if the Group could maintain its market share. No further inquiry. The Meeting acknowledged the report on the year 2009 operational results of the Company. Agenda No. 3 : Directors’ Remuneration for the Year 2009

Mr. Sumate Tanthuwanit reported that in the year 2009, the Company’s Board of Directors comprised 10 members. The Directors as well as Audit Committee members, and Nomination & Remuneration members received the annual standard remuneration of Baht 6.2 million in accordance with the criteria approved at the 26th Annual General Meeting held on 29th April 2005 as per details sent to all shareholders in advance together with the Notice and disclosed in the Annual Report 2009 under “Report on Corporate Governance” section. He further reported that the Nomination & Remuneration Committee did take the shareholder’s comment given during the last Annual General Meeting into consideration. The shareholder gave remark that the remuneration criteria had not been set in case of negative operating results and that it should be more appropriate to tie the remuneration with dividend payment than net profit. The Nomination & Remuneration Committee was of the opinion that the standard remuneration approved in 2005 was appropriately established to attract the qualified persons equipped with recognized skills and knowledge to perform the fiduciary duties as directors of the Company. Such remuneration was comparable to the fixed compensation in return for working for the Company and paid annually. Besides, the amount paid to individual director was not high if apportioned into monthly compensation without receiving any meeting attendance fee. In addition, the Nomination & Remuneration Committee had also benchmarked the standard remuneration with the industries that generated the turnover above Baht 10 billion and viewed that the standard remuneration approved by the shareholders in 2005 was still in line. It should be noted that several companies in the SET 100 group maintained their 2009 directors’ remuneration unchanged despite negative operating results. The criteria related to additional remuneration in an event that the Company’s net profit exceeded Baht 1 billion had not been reviewed but the suggestion from the shareholder was noted and shall be taken into consideration at other appropriate time. After the presentation, the Meeting was given an opportunity to inquire further.

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No further inquiry. The Meeting acknowledged the report on the directors’ remuneration for the year 2009.

Agenda No. 4 : To Approve the Balance Sheets and Profit and Loss Statements as of 31st December 2009

Mr. Sumate Tanthuwanit requested the Meeting to consider the audited balance sheets and profit and loss statements as of 31st December 2009 which were published in the Annual Report 2009 under “Financial Statements” section sent to all shareholders in advance together with the Notice. The Meeting was given an opportunity to inquire further. A shareholder asked and Ms. Tuangrat Kirtiputra replied as follows : Question 1. What kind of costs were defined as the cost of freight and operations? The information was not given in the notes to financial statements. 2. In the separate financial statements, the freight income was Baht 1,296 million whereas the cost of freight and operations was Baht 979 million. In the consolidated financial statements, the freight income was Baht 14,321 million whereas the cost of freight and operations was Baht 15,272 million. Was the negative result caused by the subsidiary in Thailand or overseas? Could such costs be minimized? 3. In the separate financial statements, details on corporate income tax amounting to Baht 8.6 million were given in the notes to financial statements, but details on corporate income tax amounting to Baht 29 million in the consolidated financial statements were not given. Answer 1. The cost of freight and operations comprised all cost elements related to the vessel, crew, bunker, charter, slot purchase/exchange, terminal handling charges, etc. 2. Regional Container Lines Public Company Limited, a parent company, chartered out a number of vessels to its subsidiary in Singapore which served as the operating arm of the Group. Such subsidiary generated freight income as well as cost of freight and operations. In 2009 the cost of freight and operations was higher than income, resulting in operating loss. 3. The notes to financial statements provided details of Regional Container Lines Public Company Limited, as the parent company. In fact, other subsidiaries in the consolidated financial statements was individually audited and separate financial statements produced.

No further inquiry from the Meeting.

Voting : 240 shareholders casted 497,849,111 votes 487,186,011 votes approved - votes not approved 10,663,100 votes abstained

The Meeting, with the majority votes totaling 487,186,011 votes, approved the balance sheets and profit and loss statements as of 31st December 2009.

Agenda No. 5 : To Approve Not Declaring Dividend for the Year 2009 Operational Results

Mr. Sumate Tanthuwanit reported that the Board of Directors at its Meeting No. 2/2010 held on 25th March 2010 resolved not to declare dividend for the 2009 operational results whereby the Company recorded the consolidated net loss of Baht 3,785.9 million. Dividend policy and dividend declared in the financial years 2008 - 2009 were sent to all shareholders in advance together with the Notice. The Meeting was given an opportunity to inquire further.



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The Meeting, with the majority votes totaling 487,186,011 votes, approved not declaring dividend for the operational results of the year ended 31st December 2009.

Agenda No. 6 : To Consider Electing New Directors to Replace Those Due to Retire

Mr. Sumate Tanthuwanit informed the Meeting that according to Clause 29 of the Company’s Articles of Association ; one - third of directors must retire from office and the retiring directors were eligible for re - election. For the year 2010, there were 4 directors due to retire as follows : 1. Ms. Tuangrat Kirtiputra Director 2. Mr. Kua Hock Eng Director 3. Dr. Jamlong Atikul Director 4. Mr. Thep Roongtanapirom Independent Director He added that Mr. Thep Roongtanapirom held directorship in place of Mrs. Soonthara Iamsuri since 1st July 2009 for the remaining term of the resigned director and due to retire this year. The Board of Directors at its Meeting No. 2/2010 held on 25th March 2010 endorsed the recommendation from the Nomination and Remuneration Committee to nominate the following 3 directors to the Shareholders’ Meeting for re - election : 1. Ms. Tuangrat Kirtiputra as Director 2. Dr. Jamlong Atikul as Director 3. Mr. Thep Roongtanapirom as Independent Director It was further reported that the Company had invited the shareholders to propose the agenda for 2010 Annual General Meeting and director - nominee in advance during 1st - 30th December 2009. By dateline, the Company did not receive any proposal in connection with the director - nominee. The profiles of the directors due to retire and nominated to resume directorship were sent to all shareholders in advance together with the Notice. The Nomination and Remuneration Committee duly considered the director - nominees who fully met the requisite qualifications of the Company’s directors and the definition of “independent director”. All directors possessed vast knowledge and experience contributable to the business operation and future growth of the Group.

The Meeting was given an opportunity to inquire further. A shareholder asked and Mr. Sumate Tanthuwanit replied as follows: Question 4 directors were due to retire but 3 directors were nominated for re - election. Was it in compliance with the rules? Answer The Board of Directors comprising 9 members in 2010 was in compliance with the Company’s Articles of Association.

No further inquiry from the Meeting. Mr. Sumate Tanthuwanit requested the Meeting to vote on individual director. Voting : 240 shareholders

Voting on Individual Cast(votes)

Approve (votes)

Object (votes)

Abstain (votes)

Ms. Tuangrat Kirtiputra 497,849,111 487,186,011 - 10,663,100

Dr. Jamlong Atikul 497,849,111 487,186,011 - 10,663,100

Mr. Thep Roongtanapirom 497,849,111 486,836,011 350,000 10,663,100

The Meeting, with the majority votes approved to re - elect Ms. Tuangrat Kirtiputra as Director, Dr. Jamlong Atikul as Director, and Mr. Thep Roongtanapirom as Independent Director.

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Agenda No. 7 : To Appoint the Company’s Auditors and Approve the Audit Fees Mr. Sumate Tanthuwanit reported that the 30th Annual General Meeting held on 24th April 2009 approved the appointment of the auditors from A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2009 till 31st December 2009 and approved the audit fees of Baht 1.47 million. For the year 2010 the Audit Committee recommended Professor Kesree Narongdej and team from A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2010 till 31st December 2010. The Board of Directors at its Meeting No. 2/2010 held on 25th March 2010 endorsed the recommendation from the Audit Committee to propose to the Shareholders’ Meeting to appoint Professor Kesree Narongdej, CPA No. 0076 or Mr. Chaiyuth Angsuwithaya, CPA No. 3885 or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 or Mr. Sumit Khopaiboon, CPA No. 4885 from A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2010 till 31st December 2010 with either one of the four auditors certifying the Company’s financial statements on behalf of A.M.T. & Associates. In the event those auditors are unable to perform their duties, A.M.T. & Associates is authorized to assign another of its auditors to perform the audit and express an opinion on the Company’s financial statements in their place. Those recommended auditors do not have any relationship or any interest with the Company, its subsidiaries, executives, major shareholders or related persons, and not working under the same auditing office as overseas subsidiaries. The audit fees, as detailed in the document sent to all shareholders in advance together with the Notice, remained unchanged as per following :

Baht -Examination of the Company’s financial statements for the year ending 31st December 2010 600,000 -Review of interim consolidated financial statements of the Company totaling 3 quarters 750,000 -Review of the consolidated financial statements in USD totaling 4 quarters 120,000 Total 1,470,000

The Meeting was given an opportunity to inquire further.



The Meeting, with the majority votes totaling 487,186,011 votes, approved the appointment of Professor Kesree Narongdej, CPA No. 0076 or Mr. Chaiyuth Angsuwithaya, CPA No. 3885 or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 or Mr. Sumit Khopaiboon, CPA No. 4885 from A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2010 till 31st December 2010 with either one of the four auditors certifying the Company’s financial statements on behalf of A.M.T. & Associates. In the event those auditors were unable to perform their duties, A.M.T. & Associates would be authorized to assign another of its auditors to perform the audit and express an opinion on the Company’s financial statements in their place; and approved the audit fees of Baht 1.47 million.

Agenda No. 8 : To Approve the Increase of Capital

Mr. Sumate Tanthuwanit reported that the global financial and trade crisis which started since the end of 2008 imposed the adverse impact on the shipping business - the first time in 30 years of which the Group experienced negative operating result. The Board of Directors duly considered the necessity to increase the capital to enhance the working capital and support the business expansion; and proposed to the Shareholders’ Meeting to consider and approve the increase of registered capital by another Baht 165,750,000 divided into 165,750,000 ordinary shares at the par value of Baht 1.0. The existing registered capital will increase from Baht 663,000,000 to Baht 828,750,000 divided into 828,750,000 ordinary shares at the par value of Baht 1.0

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After the report, the Meeting was given an opportunity to inquire further. Shareholders asked and Mr. Sumate Tanthuwanit and Ms. Tuangrat Kirtiputra replied as follows : Question 1. Please explain further about the increase of capital for the purpose to enhance the working capital and support the business expansion. 2. The Company operated the service route to Singapore. Was there any blockage to sailing routes and ports in marine transport business ? Answer 1. In time of economic crisis, the shipping lines experienced bottom line losses and raised funds through various means including capital increase to drive their business out of the red and to gain strength for anticipated competition when the economy recovered. Likewise, the Company saw the necessity to increase its capital to support the business operation and to take delivery of 2 new vessels, now under construction, to cope with the increasing demand naturally arisen from the growth in international trade. 2. Shipping business was fairly and freely competed in the markets. The operators were free to sail their ships anywhere - no concession to be made but to compete with major players in each trade lane. There was no blockage at ports. The operators must, however, have their sailing schedules fixed and berth window booked on specific date/time for vessel berthing and cargo lift on - lift off activities. Such port-to-port service has become part of the global logistics which substantially supported those manufacturers, importers/exporters to efficiently plan their respective production and delivery of the finished goods from sources to destinations. Suffered from the crisis, the shipping lines learned to be more cautious in operating and investing in business expansion. As core leader of global economy has shifted from the United States to China, it would avail a good opportunity to the Group with its subsidiary operating the business there. Question What would be a dilution effect from the subscription ratio of 4 : 1 or the raising of approximately Baht 2,000 million? Should the ratio be changed to 8 : 1 to mitigate the dilution effect? Answer The dilution would be around 20%. The Board of Directors has carefully considered and viewed the subscription ratio of 4 : 1 as appropriate on ground that the Company had no intention to frequently increase its capital. In fact the debenture issued in 2009 had required the Company to maintain the ratio of debt to shareholders’ equity at 1.5 : 1. The negative result of 2009 operation coupled with the impairment loss on assets increased the ratio to 1.35 : 1. Without raising the capital increase, the Company may not be able to maintain the ratio and thus breach the covenants. The Board of Directors has assessed the situation in the next 4 weeks and viewed that the stock market is quite volatile and may be suppressed by negative factors. The Board of Directors decided to use 10 - day simple average at Baht 12.67, less 5% discount at Baht 12.04 and rounding up to fix at Baht 12.0 No further inquiry from the Meeting. Voting : 241 shareholders casted 498,106,111 votes 487,398,011 votes approved 45,000 votes not approved 10,663,100 votes abstained

The Meeting, with the votes of 487,398,011 votes, or not less than three quarters of the total number of votes by shareholders attending the Meeting and having the right to vote, approved the increase of registered capital by another Baht 165,750,000 divided into 165,750,000 ordinary shares from the existing registered capital of Baht 663,000,000 to Baht 828,750,000 divided into 828,750,000 ordinary shares at the par value of Baht 1.0

Agenda No. 9 : To Approve the Amendment to Clause 4 of the Company’s Memorandum of Association to Reflect the Increase of Capital. Mr. Sumate Tanthuwanit mentioned that the Meeting had approved the increase of registered capital by another Baht 165,750,000 from the existing registered capital of Baht 663,000,000 to the new registered capital of Baht 828,750,000 divided into 828,750,000 ordinary shares at the par value of Baht 1.0. The Board of Directors thus proposed the Meeting to consider and approve the amendment to Clause 4 of the Company’s Memorandum of Association to reflect the increase of capital to read as follows:

Clause 4 The registered capital is prescribed For the amount of 828,750,000 Baht Divided into 828,750,000 Shares Par value of 1.0 Baht Viz. Ordinary shares 828,750,000 Shares Preference shares - Shares

Voting : 241 shareholders casted 498,106,111 votes 487,443,011 votes approved - votes not approved 10,663,100 votes abstained The Meeting, with the votes of 487,443,011 votes, or not less than three quarters of the total number of votes by shareholders attending the Meeting and having the right to vote, approved the amendment to Clause 4 of the Company’s Memorandum of Association as proposed.

Agenda No. 10 : To Approve the Allotment of New Ordinary Shares

Mr. Sumate Tanthuwanit mentioned that the Meeting had approved the increase of registered capital by another Baht 165,750,000 divided into 165,750,000 ordinary shares. The Board of Directors thus proposed the Meeting to consider and approve the followings : 1. The allotment of 165,750,000 new ordinary shares by the rights issue to the existing shareholders of the Company whose names appear in the shareholders’ registration book as of 17th May 2010 in one or several tranches from time to time. The subscription ratio will be 4 existing shares to 1 new share at the offering price to be calculated from the average price of the Company’s shares traded on the Stock Exchange of Thailand for a period of not less than 7 but not more than 15 consecutive trading days before (and excluding) the date of the Shareholders’ Meeting to approve the rights issue with a 5% discount. The Board of Directors has fixed the offering price at Baht 12.0 per share calculated from the average price of the Company’s shares traded on the Stock Exchange of Thailand for 10 consecutive trading days before (and excluding) the date of the Shareholders’ Meeting to approve the rights issue with a 5% discount. 2. Fixing the record date for the right of the shareholders to subscribe new ordinary shares on 14th May 2010 and the closing of the shareholders’ registration book on 17th May 2010. 3. Fixing the subscription period from 31st May till 4th June 2010. Any fraction of shares will be disregarded. The Board of Directors or its designated person shall be authorized to determine all other conditions and details relating to the rights issue. 4. If there remain any shares left unsubscribed from the rights issue, the Company may offer those shares in one or several tranches from time to time at the same offering price as for the rights issue or at a higher price by way of private placement in accordance with the Notification of the Capital Market Supervisory Board No. Thor. Jor. 28/2551 regarding applications and permissions for the offer of new shares (the CMSB Notification). The Board of Directors shall be authorized to determine the offering price, offering period, conditions and other details of the allotment, including the determination of the “market price” as required by the relevant CMSB (Capital Market Supervisory Board) notifications. And if the Company offers the new shares to any investor, who falls within the meaning of “connected party” under the applicable notifications of the Capital Market Supervisory Board and the Stock Exchange of Thailand, the Company will proceed as required by such relevant regulations.

17

Voting : 241 shareholders casted 498,106,111 votes 487,284,211 votes approved 158,800 votes not approved 10,663,100 votes abstained The Meeting, with the majority votes totaling 487,284,211 votes, approved the allotment of 165,750,000 new ordinary shares by the rights issue to the existing shareholders of the Company whose names appear in the shareholders’ registration book as of 17th May 2010 in one or several tranches from time to time. The subscription ratio will be 4 existing shares to 1 new share at the offering price at Baht 12.0 per share and any fraction of shares shall be disregarded. The subscription period is fixed from 31st May 2010 till 4th June 2010. The Board of Directors or its designated person shall be authorized to determine all other conditions and details relating to the rights issue; and approved the Company to offer the shares left unsubscribed from the rights issue in one or several tranches from time to time at the same offering price as for the rights issue or at a higher price by way of private placement as proposed. Mr. Sumate Tanthuwanit said that all meeting agenda were duly reviewed and votes casted. He asked if there were any other matters or inquiries.

No other matter was proposed.

Mr. Sumate Tanthuwanit thanked the shareholders and declared the Meeting closed at 12.10 a.m.

Signed (Mr. Sumate Tanthuwanit) Chairman of the Meeting

Signed (Ms. Supawan Sirichai) Company Secretary

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19

Spplementary Document to Agenda 3 Directors’ Remuneration for the Year 2010 The 26th Annual General Meeting held on 29th April 2005 approved the directors’ remuneration criteria tied to the net earnings of the Company

1. In case the net earnings are less than or equal to Baht 1,000 million, the remuneration structure as approved at the 25th Annual General Meeting held on 30th April 2004 shall be applied as “standard remuneration” 2. In case the net earnings exceed Baht 1,000 million, the directors shall be additionally remunerated at the rate of 0.5% of the excess portion from the first bracket of Baht 1,000 million. Each director / committee member shall be additionally remunerated in proportion to his / her “standard remuneration” 3. The new remuneration criteria is effective as from the year 2004 operational results onwards. In the year 2010, the Company’s Board of Directors comprised 9 members. The Company recorded the net profit of Baht 464.7 million, thus the remunerations based on the above criteria are as tabulated below :

Title2010 2009

Standard Remuneration (Baht) Standard Remuneration (Baht)Chairman 1,000,000 1,000,000Managing Director 800,000 800,000Director (each) 400,000 x 7 directors

133,333.33 x 1 director *400,000 x 8 directors

Audit Committee (each) 300,000 x 3 members 300,000 x 3 membersNomination and Remuneration Committee (each) 100,000 x 3 members 100,000 x 3 members

Total 5,933,333.33 6,200,000 * Mr. Kua Hock Eng retired at the 2010 Shareholder’s Meeting. He received the standard to which he was entitled for his post during the period from 1st Jan - 30th April 2010

Breakdown of standard remuneration paid to individual director is presented in the 2010 Annual Report underSection “Report on Corporate Governance” topic 5 “Responsibilities of the Board”

Supplementary Document to Agenda 5 To Approve Not Declaring Dividend for the Year 2010 Operational Results

The Company has set the policy to pay dividend to the shareholders at the rate of not exceeding 50% of the consolidated net earnings, upon obtaining approval from the shareholders based on majority votes at the general meeting. The Board of Directors may declare interim dividend to the shareholders from time to time if the Board views that the earnings of the Company justify such payment. The dividend payout, when made, shall be reported to the shareholders at the next general meeting.

The Company recovered from the huge operating loss in 2009 and required adequate working capital to support the business operation, thus not declaring dividend for the year 2010 operational results.

Dividend Payout during Financial Years 2009 - 2010

Dividend Payout Detail 2010 2009

Net Earnings (Loss) (Baht Million) 464.7 (3,785.9)

Number of Share 828,750,000 663,000,000

Dividend / Share (Baht) Nil Nil

Total Dividend Payout (Baht Million) Nil Nil

Dividend Payout Ratio Nil Nil

Attachment 3

Attachment 2

20

Supplementary Document to Agenda 6 To Consider Electing New Directors to Replace Those Due to Retire

Opinion from the Nomination and Remuneration Committee

According to Clause 29 of the Company’s Articles of Association, at the Annual General Meeting one-third of directors must retire from office and the retiring directors are eligible for re-election. For the year 2011, there are four directors due to retire as per following :

1. Mr. Sumate Tanthuwanit Director 2. Mr. Hartwig Schulze-Eckardt Director 3. Mr. Viset Choopiban Director

The Nomination and Remuneration Committee has proposed the directors due to retire to the Board of Directors at its Meeting No. 3 / 2011 held on 21st March 2011 to propose to the 32nd Annual General Meeting to elect directors due to retire to resume directorship:

1. Mr. Sumate Tanthuwanit as Director 2. Mr. Hartwig Schulze-Eckardt as Director 3. Mr. Viset Choopiban as Independent Director

The Company has considered that the three directors are fully qualified in accordance with Public Limited Company Act B.E.2535, qualifications for Company directors, definition of “Independent Director”, having knowledge, ability, experience in business related to the Company’s operation. It is thus deemed appropriate to elect three directors due to retire to resume directorship.

The Company has invited the shareholders to propose agenda for 2010 Annual General Meeting and director - nominee in advance during 1st - 31st December 2010. On dateline, no director - nominees were proposed.

Attachment 4

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Profile of Directors Due to Retire and Nominated to Resume Directorship

Name Mr.Sumate TanthuwanitNominated as DirectorAge 65 Nationality ThaiEducation - Ph.D. in Business Administration (Honorary), Mae Fah Luang University - Master in Management Engineering, Asian Institute of Technology - Bachelor of Engineering (Hons), Chulalongkorn University - Diploma, National Defence College

Training Course Director Certification Program #33/2003, Thai Institute of Directors Past Experiences 1980 - present Director & Managing Director, Regional Container Lines Pcl. 1985 - present Executive Director, Ngow Hock Group 1996 - 2005 Chairman, Thai Shipowners’ Association 2001 - present Director, Board of Trade of Thailand 2006 - present Honorary Chairman, Thai Shipowners’ Association 2011 Vice president, German Thai Chamber of Commerce

Positions in Other Listed Independent Director & Audit Committee, Siam Commercial Bank Pcl. Companies

Positions in Non-Listed 32 companies (including 4 subsidiaries)Companies

Positions in Rival Companies/ NoneConnected Business that MayCause Conflict of Interest

Company Shareholding 62,367,450 shares or 7.53% of total shares with voting rights(as at 31 Dec 2010)

Contribution in 2010 - Managed the business operations of RCL Group in line with the policy and business plan proposed to the Board of Directors, based on business ethics and good corporate governance. RCL Group operates Shipper- Owned-Container (SOC) and Carrier-Owned-Container (COC) more than 30 years within a network of 59 owned and agency offices in Asia-Pacific with operation base in Singapore.

Year of Directorship 30 years 10 months

Meeting Attendance - 12 Board Meetings in the year 2010 comprised 4 regular sessions and 8 special sessions Attended 12 Meetings (4 regular sessions / 8 special sessions - including 2 sessions via teleconferencing)

22

Name Mr.Hartwig Schulze-EckardtNominated as Director Age 70 Nationality GermanEducation Business Administration, Kiel College, Germany

Training Course Director Accreditation Program #57/2006, Thai Institute of Directors

Past Experiences - Consultant to RCL Group - Managing Director, Leschaco Pte Ltd., Singapore - V.P., Hoechst A.G., Germany - 21 years with Hapaglloyd

Positions in Other Listed NoneCompanies

Positions in Non-Listed 2 companies (1 subsidiary and 1 associated company)Companies


Company Shareholding 200,000 shares or 0.024% of total shares with voting rights(as at 31 Dec 2010)

Contribution in 2010 - Giving advice and recommendations on agency network management. - Giving advice on the implementation of IT strategy project - Giving advice on organizational developments to upgrade RCL capability in the increasingly competitive and dynamic business environment. - Networking with the international shipowners community and shipyards with the objective to select possible purchasing opportunities for additional vessels both newbuildings and resales.

Year of Directorship 7 years

Meeting Attendance - 12 Board Meetings in the year 2010 comprised 4 regular sessions and 8 special sessions Attended 12 Meetings (4 regular sessions - including 2 sessions via teleconferencing / 8 special sessions - including 7 sessions via teleconferencing)

23

Name Mr. Viset ChoopibanNominated as Independent DirectorAge 65Nationality ThaiEducation - Master in Electrical Engineering, Chulalongkorn University - Bachelor in Electrical Engineering, Chulalongkorn University - Diploma, National Defence College

Training Course - Chairman 2000 #3/2001, Thai Institute of Directors

Past Experiences - Minister of Energy - President, PTT Public Company Limited Positions in Other Listed NoneCompanies

Positions in Non-Listed NoneCompanies Positions in Rival Companies/ NoneConnected Business that MayCause Conflict of Interest

Company Shareholding None(as at 31 Dec 2010)

Type of relationship ofIndependent Director- Relationship with None management/major shareholder of the company/subsidiary company- Nature of relationship with the company/parent company/subsidiary/ affiliate or juristic entity which may give rise to conflict of interests, at present or in the past 2 years (1) Involved in personnel None management or served as advisor and received monthly salary

24

(2) Provided professional service None (3) Had significant business None relationship

Contribution in 2010 - attended 11 Board meetings and gave recommendations on organizational management - attended Nomination & Remuneration Committee meetings and gave opinions on the nomination of directors ; performance evaluation and remuneration of the President ; and Board self-assessment - gave opinion on matters related to business strategy and oil industry outlook Year of Directorship 2 years 7 months

Meeting Attendance - 12 Board Meetings in the year 2010 comprised 4 regular sessions and 8 special sessions Attended 11 Meetings (3 regular sessions / 8 special sessions) - 3 Nomination & Remuneration Committee Meetings were held in 2010 Attended 3 Meetings

25

Supplementary Document to Agenda 7 To Consider Electing Additional Director

Profile of Nominee for New Director

Name Mr. Kua Hock Eng

Nominated as Director

Age 71

Nationality Singaporean

Education - B.A., English Language & Literature, Nanjing University, China - Diploma in Management of Executive Development, the Chinese University of Hong Kong, Hong Kong Training - Director Accreditation Program # 57/2006, Thai Institute of Directors

Present Position - Advisor to Board of Directors, Regional Container Lines Public Company Limited - Director, Regional Container Lines (H.K.) Limited (Subsidiary company) - Director, Regional Merchants Maritime Limited (Subsidiary company) - Director, Regional Merchants International Freight Forwarding Co.,Ltd. (Subsidiary company)

Experience - Director, Regional Container Lines Public Company Limited from April 2003 until April 2010


Company Shareholding None(as at 31 Dec 2010)

Attachment 5

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Definition of “Independent Director”

“An Independent Director” is a Director who:

holding shares not exceeding one percent of the total number of voting rights of the Company, its subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director;

neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the date of appointment;

not being a person related by blood or registration under laws, such as parents, spouse, siblings, son and daughter, including son’s and daughter’s spouse of the executive, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary;

not having a business relationship with the company, its subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years prior to the date of appointment.

The definition of Independent Director conforms to the Securities and Exchange Commission’s standard.

Requisite Qualifications for Directors ofRegional Container Lines Public Company Limited

1. not having prohibited characteristics as prescribed in Section 68 of the Public Limited Company Act 2. may or may not be a shareholder of the Company (in accordance with the Company’s Articles of Association Clause 20) 3. obtaining bachelor’s degree and above ; or lower level but having not less than 10-year practical experience in maritime business or international transport management 4. being a professional with recognized skills, knowledge, expertise and vast experience in transportation industry, international trade, finance and accounting, law or other areas beneficial to organization management ; and being successful as executive in a large organization 5. possessing strong leadership, broad vision ; independent in decision-making, and highly determined to drive the Company to success 6. being ethical and having transparent professional record 7. being able to work devotedly towards maximizing the Company’s interest

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Attachment 6

Supplementary Document to Agenda 8 To Appoint the Company’s Auditors and Approve the Audit Fees

Opinion from the Audit Committee

The Audit Committee has proposed to the Board of Directors at its Meeting No. 3 / 2011 held on 21st March 2011 to recommend to the 32nd Annual General Meeting to appoint Prof. Emeritus Kesree Narongdej, CPA No. 0076 (never signs the Company’s financial statements) or Mr. Chaiyuth Angsuwithaya, CPA No.3885 (never signs the Company’s financial statements) or Mrs. Natsarak Sarochanunjeen, CPA No. 4563 (signed the Company’s financial statements since 2009) or Mr. Sumit Khopaiboon, CPA No. 4885 (never signs the Company’s financial statements) of A.M.T. & Associates to be the Company’s auditors for the period from 1st January 2011 till 31st December 2011 with either one of the four auditors certifying the Company’s financial statements on behalf of A.M.T. & Associates. In the event those auditors are unable to perform their duties, A.M.T. & Associates is authorized to assign another of its auditors to perform the audit and express an opinion on the Company’s financial statements in their place. Those recommended auditors do not have any relationship or any interest with the Company, its subsidiaries, executives, major shareholders or related persons.

The audit fees are fixed as below :

Audit Fees (Baht)

Year 2011 Year 2010

- Examination of the Company’s financial statements for the year ending 31st December 2011

630,000 600,000

- Review of interim consolidated financial statements of the Company totalling 3 quarters

789,000 750,000

- Review of the consolidated financial statements in US Dollars totalling 4 quarters

120,000 120,000

Total 1,539,000 1,470,000

The incremental audit fees by Baht 69,000 are justified in view of additional auditing work in compliance with the new accounting standards to take effect as from the year 2011. For non audit services fee, the Company and subsidiaries have not procured any other services from A.M.T. & Associates, persons or business entity related to the auditors and auditing office.

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MEETING OF SHAREHOLDERS

Clause 12. The board of directors shall arrange for a meeting of shareholders as an annual general meeting within 4 months from the date of expiry of the accounting year of the Company. Other subsequent general meeting of shareholders shall be called the extraordinary general meeting.

The board of directors may summon an extraordinary general meeting at any time deemed appropriate.

Clause 13. The board of directors may announce the closure of shareholders register book for suspension of transfer of shares for 21 days prior to the date of meeting and it must be announced in advance to the shareholders at the head office and branch office not less than 14 days prior to the date of suspension of registration of transfer of shares, but it must be in accordance with the regulations of the Stock Exchange of Thailand.

Clause 14. The shareholders who hold number of shares totally not less than one - fifth of the whole number of shares sold; or the shareholders not less than 25 persons who hold number of shares totally not less than one - tenth of the total number of shares sold, are entitled to submit a written request to the board of directors for summoning the meeting of shareholders as an extraordinary general meeting at any time deemed appropriate but must indicate the reason of such meeting clearly in such request. In such case the board of directors must arrange for meeting of shareholders within 1 month from the date of receiving of such written request from the shareholders.

Clause 15. The meeting of shareholders must be attended by shareholders and proxy of the shareholders (if any) not less than twenty - five persons, or not less than half of the total number of shareholders, and must have a total number of shares not less than 40% of the whole number of shares sold so as to constitute a quorum.

Clause 16. The chairman of the board of directors shall preside at the meeting of shareholders. In case the chairman is not available or absent, the vice chairman (if any) will preside over as the chairman of the meeting instead. If there is no vice - chairman or is not available, the shareholders attending the meeting will elect one shareholder to act as the chairman of the meeting.

Clause 17. The resolution of the meeting of shareholders shall consist of the following votes : (1) in normal circumstances, it will be based on majority of votes of shareholders attending the meeting.

In case of an equality of votes, the chairman will have a casting vote. (2) in the following cases, it will be based on majority of not less than three - fourth of the total number

of votes by shareholders attending the meeting. (a) sale or transfer of the whole or part of the Company business to other person. (b) purchase or accept the transfer of other company or private company to become the Company business (c) rectification or termination of lease contract of essential business of the Company wholly or

partly; assigning other person to manage the Company business; or merging or aggregation of business with other person with the objective of sharing of profit / loss.

Clause 18. The shareholder has the rights to attend and vote in the meeting of shareholders, but he may assign other person to be proxy in attending and voting on his behalf. In case of proxy, an instrument appointing the proxy must be submitted to the chairman or his assignee at the place of meeting before the beginning of meeting.

In voting, a shareholder shall have a number of votes equal to the number of shares holding, viz. one share will have one vote.

Voting will be made openly, except for the case of shareholders not less than 5 persons have made a request for a poll. A poll procedures will be taken in such manner as the chairman of the meeting directs.

The instrument appointing a proxy will be made according to the form prescribed by the registrar and must contain the following details:

(1) number of shares currently hold (2) name of proxy (3) number of the meeting which the proxy attends and votes, or specify the proxy to attend and vote

for all meetings

In voting, the proxy will have the votes equivalent to the number of votes which the shareholders have, except for the case which the proxy will state to the meeting prior to the voting that he will vote for the certain shareholders by indicating the name of shareholders and number of shares of such shareholders.

ARTICLES OF ASSOCIATION OF REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED (MEETING OF SHAREHOLDERS PART)

29

Evidence showing an identity of Shareholder or a representative of the Shareholder entitled to attend the Meeting

1. General Persons Shareholder : personal I.D. card, driving licence, or government official I.D. card, state enterprise officer I.D. card or copy of passport (in case of foreigner) In case of proxy : certified true copy of personal I.D. card or passport (in case of foreigner) of the shareholder and personal I.D. card or passport (in case of foreigner) of the proxy together with a proxy form as attached to the Notice, accurately and completely filled in and signed by the shareholder and proxy.

2. Juristic Persons 2.1 Copy of corporate affidavit certified by authorised director (s) 2.2 Certified true copy of personal I.D. card or passport (in case of foreigner) of the authorised director(s) who

signs the proxy form as well as personal I.D. card or passport (in case of foreigner) of the proxy. 2.3 A proxy form as attached to the Notice, accurately and completely filled in and signed by the authorised

person(s) as stipulated in the corporate affidavit issued by the Ministry of Commerce with corporate seal (if any) affixed thereto ; and signed by proxy.

Explanation on Proxy Forms1) For a purpose of flexibility, a shareholder can appoint up to 3 proxies. In case any one of the proxies is not

able to attend the meeting, other proxy can do so. However, not all three but only one proxy is authorized to attend the meeting.

2) A shareholder must authorize the total number of shares held by such shareholder. He/she cannot authorize less than the total number of shares held.

3) Foreign investor who appoints custodian in Thailand can use Proxy Form A. or B. or C. Other shareholders have to use only Proxy Form A. or B.

Appointment of the Company’s Independent Director to be a Proxy at the 32nd Annual General Meeting of the Shareholders Shareholders who are not able to attend the meeting, can appoint other persons or any of the following independent directors to be your proxy 1. Mr. Amornsuk Noparumpa Independent Director and Chairman of the Audit Committee /

Age 66 years old / Address 193 Soi Meesuwan 3, Phrakhanong Sub-District, Klongtoey District, Bangkok 10110

2. Mr. Dusit Nontanakorn Independent Director and Audit Committee / Age 64 years old Address 100/6 Moo 10, Bortalo Sub-District, Wangnoi District, Phranakorn Sriayutthaya 13170 3. Mr. Thep Roongtanapirom Independent Director and Audit Committee / Age 67 years old Address 11 Soi Kanlapapruek, Saphan Sung Sub-District, Saphan Sung District, Bangkok 10240to attend the meeting and cast the votes on your behalf. Please sign the attached proxy form and return to the Company one day before the meeting date. Please note that Mr. Amornsuk Noparumpa, Mr. Dusit Nontanakorn and Mr. Thep Roongtanapirom have no interests in director-related agenda.

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Proxy Form A

Written at.............................................................................. Date.................Month...........................Year......................

(1) I/We...................................................................................................................Nationality...........................................................................residing at.....................................................Road.............................................................Sub-District........................................................................ District..........................................................Province.........................................................Post Code.......................................................................... (2) being a shareholder of Regional Container Lines Public Company Limited holding the total amount of.....................................shares and the total number of votes for which I/We/ am/are entitled to cast is......................................votes as described below : Ordinary shares in the amount of................................................................shares and the number of votes for which I/we am/are entitled to cast is................................................votes. Preference shares in the amount of...........................................................shares and the number of votes for whichI/we am/are entitled to cast is................................................votes. (3) hereby appoint (1)............................................................................Age...................................years, residing at............................................................. Road.....................................................................Sub-District..........................................District...................................................................................Province..............................................................Post Code............................................or (2)............................................................................Age...................................years, residing at............................................................. Road.....................................................................Sub-District..........................................District...................................................................................Province..............................................................Post Code............................................or (3)............................................................................Age...................................years, residing at............................................................. Road.....................................................................Sub-District..........................................District...................................................................................Province..............................................................Post Code............................................or

only one of the above as my/our proxy to attend and vote on my/our behalf at the 32nd Annual General Meeting of the shareholders to be held on April 29th, 2011 at 10.30 a.m. at Montien Riverside Hotel, Vimarnthip Room, 5th

Floor, 372 Rama III Road, Bangklo, Bangkok 10120 or on such other date and at such other place as may be adjourned or changed. Any action taken by the proxy at the meeting shall be deemed as being done by me/us in all respects.

Signature.................................................................The Grantor

(...............................................................)

Signature..................................................................The Proxy

(...............................................................)


(...............................................................)


(...............................................................)Note:A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her behalf and shall not split the shares held to more than one proxy.

DutyStamp

Baht 20

DutyStamp

Baht 20

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Proxy Form B (Specific Details Are Clearly Given)

Written at............................................................................. Date................Month...........................Year......................

(1) I/We..............................................................................................Nationality.........................................residing at.................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................

(2) being a shareholder of Regional Container Lines Public Company Limited holding the total amount of..............................................................shares and the total number of votes for which I/We am/are entitled to cast is........................................................votes as described below : ordinary shares.................................................................shares and the number of votes for which I/we am/are entitled to cast is ...............................votes. preference shares...........................................................shares and the number of votes for which I/we am/are entitled to cast is.................................votes

(3) hereby appoint (1)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................or (2)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................or (3)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................only one of the above as my/our Proxy to attend and vote on my/our behalf at the 32nd Annual General Meeting of the shareholders to be held on April 29th, 2011 at 10.30 a.m. at Montien Riverside Hotel, Vimarnthip Room, 5th Floor, 372 Rama 3 Road, Bangklo, Bangkok 10120 or on such other date and at such other place as may be adjourned or changed.

(4) I/We hereby authorize the Proxy to vote on my/our behalf in this meeting as follows: Agenda for Adoption Agenda 1 : To Adopt the Minutes of the 31st Annual General Meeting held on 30th April 2010 (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain

32

Agenda for Acknowledgement Agenda 2 : To Acknowledge the Report on the Year 2010 Operational Results of the Company Agenda 3 : Directors’ Remuneration for the Year 2010

Agenda for Approval Agenda 4 : To Approve the Balance Sheets and Profit and Loss Statements as of 31st December 2010 (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain

Agenda 5 : To Approve Not Declaring Dividend for the Year 2010 Operational Results (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain

Agenda 6 : To Consider Electing New Directors to Replace Those Due to Retire (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Group Appointment Approve Not Approve Abstain Individual Appointment 1. Mr. Sumate Tanthuwanit Approve Not Approve Abstain 2. Mr. Hartwig Schulze-Eckardt Approve Not Approve Abstain 3. Mr. Viset Choopiban Approve Not Approve Abstain Agenda 7 : To Consider Electing Additional Director Mr. Kua Hock Eng (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain

Agenda 8 : To Appoint the Company’s Auditors and Approve the Audit Fees (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain

33

(5) Proxy voting on any agenda not in accordance with this proxy form is false and not my voting as a shareholder. (6) In an event where I do not specify my voting option in any agenda or not clearly specified, or if there is any agenda considered in the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorized to consider the matters and vote on my/our behalf as the Proxy deems appropriate.

Any action taken by the proxy at the meeting unless the Proxy does not vote as specified in the Proxy Form shall be deemed as being done by me/us in all respects.


(...............................................................)


(...............................................................)


(...............................................................)


(...............................................................)Note:1. A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her

behalf and shall not split the shares held to more than one proxy.2. For the election of directors, a shareholder can vote either for group appointment or individual appointment. 3. In an event where other agendas than the above are proposed for consideration, the grantor may use the Annex to

Proxy Form B attached.

34

Annex To Proxy Form B

Granting of power to a proxy as a shareholder of ....................................................................................Public Company Limited

In the Annual General Meeting No..................on....................................................................................at................................................. ......................................................................................................or at such other place / date / time as may be adjourned thereof.

Agenda No...........................................Subject....................................................................................................................................................... (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve Not Approve Abstain





Agenda No...........................................Subject : Election of Directors (continued) Name of Director..................................................................................................................................................................................................... Approve Not Approve Abstain Name of Director..................................................................................................................................................................................................... Approve Not Approve Abstain Name of Director..................................................................................................................................................................................................... Approve Not Approve Abstain Name of Director..................................................................................................................................................................................................... Approve Not Approve Abstain

DutyStamp

Baht 20

35

Proxy Form C (Exclusively for Foreign Shareholders Who Appoint Custodian in Thailand)

Written at............................................................................. Date.................Month..............................Year..................

(1) I/We.....................................................................................................................................................................................................................Office located at.......................................................Road.................................................................Sub-District.....................................................District.................................................................Province..........................................................Post Code..................................................................as a custodian of................................................................................................................................................................................................................who is a shareholder of Regional Container Lines Public Company Limited holding the total amount of..............................................................shares and the total number of votes for which I/We am/are entitled to cast is........................................................votes as described below : ordinary shares.................................................................shares and the number of votes for which I/we am/are entitled to cast is ...............................votes. preference shares...........................................................shares and the number of votes for which I/we am/are entitled to cast is.................................votes

(2) hereby appoint (1)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................or (2)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................or (3)............................................................................................Age.....................................years, residing at...........................................Road.................................................................Sub-District................................................................District.................................................................Province..........................................................Post Code...................................................................only one of the above as my/our Proxy to attend and vote on my/our behalf at the 32nd Annual General Meeting of the shareholders to be held on April 29th, 2011 at 10.30 a.m. at Montien Riverside Hotel, Vimarnthip Room, 5th Floor, 372 Rama 3 Road, Bangklo, Bangkok 10120 or on such other date and at such other place as may be adjourned or changed.

(3) I/We hereby authorize the Proxy to attend the meeting and vote on my/our behalf in this meeting as follows: Authorize the total number of shares for which I/We am/are entitled to cast the votes Authorize parts of the total number of shares as follows : ordinary shares.................................................................shares and the number of votes for which I/we am/are entitled to cast is ...............................votes. preference shares...........................................................shares and the number of votes for which I/we am/are entitled to cast is.................................votes Total votes for which I/We am/are entitled to cast is......................................................votes

36

(4) I/We hereby authorize the Proxy to vote on my/our behalf in this meeting as follows: Agenda for Adoption Agenda 1 : To Adopt the Minutes of the 31st Annual General Meeting held on 30th April 2010 (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes Agenda for Acknowledgement Agenda 2 : To Acknowledge the Report on the Year 2010 Operational Results of the Company Agenda 3 : Directors’ Remuneration for the Year 2010 Agenda for Approval Agenda 4 : To Approve the Balance Sheets and Profit and Loss Statements as of 31st December 2010 (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes

Agenda 5 : To Approve Not Declaring Dividend for the Year 2010 Operational Results (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes

Agenda 6 : To Consider Electing New Directors to Replace Those Due to Retire (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Group Appointment Approve...................votes Not Approve...............votes Abstain....................votes Individual Appointment 1. Mr. Sumate Tanthuwanit Approve...................votes Not Approve...............votes Abstain....................votes 2. Mr. Hartwig Schulze-Eckardt Approve...................votes Not Approve...............votes Abstain....................votes 3. Mr. Viset Choopiban Approve...................votes Not Approve...............votes Abstain....................votes

Agenda 7 : To Consider Electing Additional Director Mr. Kua Hock Eng (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes

Agenda 8 : To Appoint the Company’s Auditors and Approve the Audit Fees (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes

37

(5) Proxy voting on any agenda not in accordance with this proxy form is false and not my voting as a shareholder.

(6) In an event where I do not specify my voting option in any agenda or not clearly specified, or if there is any agenda considered in the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorized to consider the matters and vote on my/our behalf as the Proxy deems appropriate. Any action taken by the proxy at the meeting unless the Proxy does not vote as specified in the Proxy Form shall be deemed as being done by me/us in all respects.


(...............................................................)


(...............................................................)


(...............................................................)


(...............................................................)Note:1. The Proxy Form C. is exclusively for a shareholder whose name in registration book is foreign investor and appoint

custodian in Thailand2. Evidence to be attached to the proxy form comprises : (1) Power of Attorney from a shareholder authorizing a custodian to sign the Proxy Form (2) Letter certifying that signatory in the Proxy Form is authorized custodian.3. A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her

behalf and shall not split the shares held to more than one proxy.4. For the election of directors, a shareholder can vote either for group appointment or individual appointment. 5. In an event where other agendas than the above are proposed for consideration, the grantor may use the Annex to

Proxy Form C attached.

38

Annex To Proxy Form C

Granting of power to a proxy as a shareholder of ....................................................................................Public Company Limited

In the Annual General Meeting No..................on....................................................................................at................................................. ......................................................................................................or at such other place / date / time as may be adjourned thereof.

Agenda No...........................................Subject....................................................................................................................................................... (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in all respects. (B) The Proxy may consider the matters and vote on my/our behalf as follows: Approve...................votes Not Approve...............votes Abstain....................votes





Agenda No...........................................Subject : Election of Directors (continued) Name of Director..................................................................................................................................................................................................... Approve...................votes Not Approve...............votes Abstain....................votes Name of Director..................................................................................................................................................................................................... Approve...................votes Not Approve...............votes Abstain....................votes Name of Director..................................................................................................................................................................................................... Approve...................votes Not Approve...............votes Abstain....................votes Name of Director..................................................................................................................................................................................................... Approve...................votes Not Approve...............votes Abstain....................votes

Documents

E 01-36 (Toy) - RCL Group · 2011. 3. 28. · Supawan Sirichai Company Secretary Enclosures. 1. 2010 Annual Report CD-Rom including the Balance Sheets and Profit and Loss Statements