Minutes of Annual General Meeting of Shareholders 2017 of ... May 2017 Contract Signing for... · 1 Minutes of Annual General Meeting of Shareholders 2017 of Italian-Thai Development

1

Minutes of Annual General Meeting of Shareholders 2017

of

Italian-Thai Development Public Company Limited

April 27, 2017

at Watergate Ballroom 6th

Floor, Amari Watergate Hotel

847 Petchburi Road, Ratchathewi, Bangkok

***************************************************************************

The Directors who participated the Meeting were as follows;

1. Dr. Krisorn Jittorntrum Chairman of the Board of Directors

Chairman of the Audit Committee

Chairman of the Board of the Risk Management

Committee

2. Mr. Premchai Karnasuta Director

President

3. Mrs. Nijaporn Charanachitta Director

Director & Senior Executive Vice President

4. Mr. Pathai Chakornbundit Director


5. Mr. Tawatchai Suthiprapha Director


6. Mr. William Lee Zentgraf Independent Director

Audit Committee Member

7. Mr. Tirapongse Pangsrivongse Independent Director

8. Mr. Krirk Vanikkul Independent Director

9. Mr. Peeti Karnasuta Director

Executive Vice President

10. Mr. Thoranis Karnasuta Director

Executive Vice President and Assistant

to the President

11. Prof. Dr. Mingsarn Kaosa-ard Independent Director

Audit Committee Member

The Board of Directors of the Company consists of eleven persons. The proportion of the

Directors who participated the Meeting was 100 per cent.

The Management who participated the Meeting were as follows;

1. Mr. Chatichai Chutima Executive Vice President

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2. Mr. Woravudh Hiranyapaisansakul Company Secretary

The Independent Auditor who participated the Meeting was as follows;

Mr. Teerasak Chausrisakul, the certified auditor No. 6624 of Grant Thornton Limited

The Legal Consultant who participated the Meeting was as follows;

Ms. Sawita Peetawan of Weerawong, Chinnavat & Partners Ltd.

Dr. Krisorn Jittorntrum, Chairman of the Board of Directors and Chairman of the Audit

Committee was Chairman of the Meeting. The 705 shareholders and shareholder’s proxies,

representing 1,836,617,973 shares or equaling to 34.79 % of the total paid-up shares of Italian-

Thai Development Public Company Limited, attended the Meeting and thus constituted a

quorum pursuant to the Articles of Association of the Company. During the Meeting, there were

additional shareholders who registered to attend the Meeting.

Therefore, the total shareholders and shareholders’ proxies were 979 persons, representing

1,865,535,616 shares or equaling to 35.33 % of the total paid-up shares of the Company

including;

- The 571 shareholders who attended the Meeting, representing 1,239,519,733 shares equaling

to 23.48 % of the total paid-up shares.

- The 408 shareholders’ proxies, representing 626,015,883 shares equaling to 11.86 % of the

total paid-up shares.

The Meeting started at 01.35 p.m.

The Chairman convened the Meeting and assigned Miss Praewphan Vatayanont to explain to the

shareholders regarding the casting of votes for each agenda, that one share is equal to one vote. The

Company would use a computer system to count the voting by deducting the abstaining votes and

disapproving votes from the total shares represented in the Meeting and being entitled to vote.

Shareholders or proxy grantors who wish to cast votes of abstain or disapproval in each agenda must

raise their hands or cast their votes on the voting card received on registration so that the staff can

collect the ballots from them and count the votes. In the case where any shareholder does not vote at

all, it shall be deemed that he/she agrees with that agenda.

The Agenda 1, 3, 4, 5, 6 and 8 required the resolution with a majority of the votes of the total shares

represented in the Meeting and being entitled to vote. The Agenda 2 was for acknowledgement; hence,

there was no vote casting. The Agenda 7 required the resolution with not less than 2/3 of the votes of

the total shares represented in the Meeting. The Agenda 9 to 12 required the resolution with not less

than 3/4 of the votes of the total shares represented in the Meeting. Anyhow, the Company would

conclude the resolution of the vote through the display on the projector screen.

The Chairman began the Meeting with the following agenda:

___________________________________________________________________________________

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Agenda 1: To consider and certify the Minutes of 2016 Annual General Meeting of

Shareholders.

The Chairman proposed to the Meeting the approval of the Minutes of the 2016 Annual General

Meeting of Shareholders held on April 22, 2016 for which a copy was sent to shareholders together

with the notice of the Meeting.

The Chairman allowed the Meeting to make enquiries. However, as no questions were raised, the

Chairman then asked the Meeting to consider the proposed matter in the agenda.

After due consideration, the Meeting by the majority votes of the shares present at the Meeting and

being entitled to vote resolved that the Minutes of the 2016 Annual General Meeting of Shareholders

held on April 22, 2016 be certified, the details were as follows:

Approved Votes Disapproved Votes Abstained Votes

Shares % Shares % Shares

1,865,072,821 99.98 432,225 0.02 30,570

Agenda 2: To consider and acknowledge the 2016 Company operating results.

The Chairman assigned Mr. Premchai Karnasuta, President, to report on the overview of the

Company’s performance. In 2016, the Company’s total revenue, was ranked 1st with a market share -

consolidated financial statements of Baht 48,389 million particularly with the Company’s total revenue

of Baht 27,245 million. Besides, the Company has prepared the Backlog of work disclosed on the

Company’s website, which is being continually updated. This would be another channel for the

shareholders to receive updated information. Mr. Premchai told the shareholders to see further

information in the Annual Report 2016, which was sent to shareholders together with the notice of the

Meeting.

Mr. Premchai Karnasuta summarized the presentation of:

1. The Construction Operations in the Previous Year;

2. Major Completed Projects;

3. Major On-going Projects (Abroad and Domestic);

4. Awarded and Lowest Bid Projects To Be Signed;

5. Major Up Coming Projects and

6. Company Development Projects, as follows;

Operation Results of 2016

Unit: Million Baht

Completed Projects 2016 18,560

Backlog Q4’16 236,261

New Signed 2017 24,293

Awarded & Lowest Bid 218,427

Total Backlog 478,981

Note: Backlog including construction work and concession as of April 21, 2017

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Major Completed Projects 2016

Value

(Million

Baht)

Period

MRT Purple Line Project, Bang Yai to Rat Burana, Bang Yai

to Bang

Sue Section, Contract 6:Trackwork

3,374 2012 - 2016

North Bangkok Combined Cycle Power Plant Block 2 3,043 2013 - 2016

Track Strengthening, Khlong Sip Kao Station to Khlong

Luek Bridge 2,622 2013 - 2016

Star View Condominium 1,833 2013 - 2016

ISSI Condo, Suksawat 772 2013 - 2016

The Construction of Khlong Yai Multipurpose Jetty, Trat 752 2011 - 2016

SSUT Gas Pipeline Project ( SPP ) 750 2014 - 2016

Than Living Condominium 747 2013 - 2016

Warehouse Sugar Mitphukaew 398 2015 - 2016

Sub - Structure Modification and Installation of Steel Bridges 334 2015 - 2016

Major Completed Projects 2016

Value

(Million

Baht)

Period

Flood Prevention System in Chiang Mai Phase 1 233 2012 - 2016

Kerry Bangna Logistics Centre Phase 1 202 2014 - 2016

NNEG Natural Gas Pipeline & Metering

Facilities System Project 180 2014 - 2016

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Sripanwa Hotel, Phuket 166 2014 - 2016

Lamai Community Development Project, Amphoe

Ko Smui, Suratthani 133 2014 - 2016

The Construction of High Voltage Testing

Building 123 2015 - 2016

EPC Contract of Optical Fiber Cable for added

Stability to the Communication System 105 2015 - 2016

Unit : Million Baht

Major On-going Projects (Abroad)

Value

Remaining

Period

Dhaka Elevated Expressway PPP Project,

Bangladesh 38,095 37,742 2017 - 2021

Hongsa Mine Project, LAO PDR. 25,282 22,172 2012 - 2029

Nam Theun 1 Hydropower Project, LAO PDR.

(JV) 5,003 4,920 2016 - 2020

Kolkata Metro Contract UG2, India. (JV) 4,095 2,155 2014 - 2020

Delhi Metro Contract CC-32 (UG-3), India. (JV) 1,935 69 2013 - 2017

Delhi Metro Contract CC-26R, India. (JV) 1,622 174 2012 - 2017

Second Ho Chi Minh City Environmental

Sanitation Project, Package XL-01: Construction

of the Interceptor, Vietnam.

2,765 2,765 2017 - 2020

Laying of water trunk main from Garden Reach

water works to Taratala Valve station and laying

of sewer line along Diamond Harbor Road, India.

(JV)

513 133 2014 - 2017

Total Major On-going Projects (Abroad) 79,310

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Unit : Million Baht

Major On-going Projects ( In Thailand)

Value

Remaining Period

The MRT Red Line Project Contract 2 : Civil

Works for Bang Sue - Rangsit Railway

23,522 2,720 2013 - 2017

Mae Moh Mine Phase 7 (JV)

10,945 3,203 2008 - 2020

MRT Orange Line (East Section) Project :

Contract 3 Undergound Civil Work (Hua Mak

– Khlong Ban Ma Section)

16,592 16,592 2017 - 2022

The MRT Green Line (North) Project Contract

1 : Civil Works Mo Chit – Saphan Mai Section

12,959 9,143 2015 - 2019

Construction of Satellite Building (B2, B1 &

Ground Fl.Level), Aircraft Aprons and South

Tunnel Extension for Suvanabumi Airport

Expansion Project

11,262 9,718 2016 - 2018

The MRT Blue Line Extension Project Contract

1, Underground Civil Works (Hua Lamphong

to Sanam Chai Section)

10,666 140 2011 - 2017

Chakri Naruebodindra Medical Institute (Phase

1+2) and Interior Work

8,410 2,335 2012 - 2018

Construction of Queen Savang Vadhana

Memorial Hospital, Phase 2

5,047 4,534 2015 - 2020

The Magnolias Waterfront Residences

2,336 1,633 2015 - 2018

Krungsri Ploenchit Tower Project

2,200 1,666 2015 - 2017

Tunneling and Associated Works,Mae Ngad-

Mae Kuang Water Transimission Tunnel

Contract 1 : Water Augmentation Project for

Mae Kuang Udom Tara Dam, Chiangmai

2,181 1,817 2015 - 2021

Motorway Route No.6 Bang Pa In - Nakhon

Ratchasima Project (Section 7,8,9)

3,265 3,045 2016 - 2019

Kerry Siam Seaport Extension (Phase IV) and

Second Approach

1,567 955 2015 - 2019

Single Rail Transfer Operator Project (SRTO) 1,262 975 2016 - 2017

Highway Route No.304 A. Kabin Buri - A.Pak

Thong Chai ( Wildlife Corridor Km. 26+000-

Km.29+450 )

1,234 675 2015 - 2018

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Singha Complex 1,226 857 2016 -

2018

The Iconsiam Superlux Residence 1,104 820 2016 -

2018

1st Transmission Pipeline Life Extension

Project

( PLLEP ) : 24" Recoat Section ( RC -

650 )

949 379 2015 - 2018

Retaining Wall for Pasak River , Phase1

Section 1 913 466 2015 - 2017

Central Plaza Nakhonratchsima 845 389 2015 - 2017

Highway Route No.304 A. Kabin Buri -

A.Wang Nam Keaw (Km.41+900 -

Km.50+700 )

743 515 2015 - 2018

Out Patient-Emergency Building and

Supporting Facilities for Directorate of

Civil Engineering,RTAF (Don Muang)

729 606 2016 - 2018

Total Major On-going Projects

(In Thailand) 119,957

Awarded and Lowest Bid Projects to be signed

Approx.Value (Million Baht)

Potash Mining Project, Udonthani - Civil Work

- Mining Work

36,000

79,000

Bauxite Mining, LAO PDR. - Civil Work

- Mining Work

36,000

11,000

Dhaka Mass Transit Development Project Contract No. CP-03 &

CP-04

(Main line)

15,381

Civil and Building Works in Uttara Depot for MRT Line 6

(Contract : CP-02) for DMRTDP, Bangladesh * 2,936

Elevated Structures (Viaduct & Station) (R1A, R1B, R5P1 and

R5P2), BMRCL, India 11,780

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Berth, Jetty and Coal Handling System for Krabi Coal Power

Plant 9,333

Krabi Coal Power Plant 4,300

Bang Pakong Combined Cycle Power Plant (Unit 1-2

Replacement) 5,174

Thai Oil Jetty Expansion 2,140

Whizdom 101 (South Commercial Project) 1,710

Others 3,673

TOTAL 218,427

Remark : * ITD Portion

Major Up Coming Projects

Approx.Value (Million Baht)

Suvarnabhumi Airport, Stage 2 72,000

Double Track 5 Sections

1. Prachuap Khiri Khan - Chumphon

2. Map Kabao - Jira

3. Nakhon Pathom - Hua Hin

4. Lop Buri - Pak Nam Pho

5. Hua Hin - Prachuap Khiri Khan

16,000

28,500

19,000

24,000

9,900

High Speed Rail

Bangkok - Rayong

Bangkok - Hua Hin

Bangkok - Nakhon Ratchasima

95,000

153,000

170,000

Mae Moh Phase 9 40,200

The Purple Line Mass Transit System (South) 82,000

The Orange Line Mass Transit System (West) 95,000

Laem Chabang Port phase 3 83,000

Red Line System Missing Link Project 25,000

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Rama 3 – Dao Khanong – Western Outer Ring Expressway Project 30,000

Airport Rail Link Extension Phayathai - Donmuang 27,000

Extension of Elevated & Highway Route 338 Pinklao - Nakhonpathom 4,000

Mumbai Trans Habour Link Project (Package 1,2) 59,000

Ahmedabad Metro Rail Project Phase - 1 1,500

Motor Way Route 8, Nakhonpathom – Cha am 64,000

Natural Gas Pipeline (No.5) Project (Map Ta Phut – Sainoi) 12,000

33 KV Submarine Cable, Koh Tao, 45 Km., Suratthani 1,800

125-storey, Super Tower Project 10,000

Suanlum Village Project (One Bangkok) 120,000

Chulabhorn Hospital, Changewattana Road 7,500

PTT LNG, Nhongfab, Map Ta Phut 20,000

Dhaka Mass Transit CP-05 and CP-06 16,000

Mozambique Railway and Port 80,500

Vietnam Metro Line 2 39,900

Total 1,405,800

Company Development Projects

Dhaka Elevated Expressway, Bangladesh

Bauxite Mining ,LAO PDR.

Potash Mining Project, Udonthani

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Concession From Republic of Mozambique Railway & Deep Sea Port Project

Map Ta Phut Bulk Terminal Project

Dawei Project, Myanmar

The Chairman allowed the Meeting to make inquiries. However, no questions were raised, the

Chairman then asked the Meeting to consider the proposed matter in that agenda. After due

consideration, the resolution of overall operation of the Company in 2016 was acknowledged.

Agenda 3: To consider and approve the Company’s Statement of Financial Position and

Statement of Comprehensive Income for the year ended December 31, 2016.

The Chairman assigned Mr. Chatichai Chutima, Executive Vice President, to present the Company’s

Statement of Financial Position and Statement of Comprehensive Income for the year ended December

31, 2016, which had been considered by the Audit Committees and affirmed by the Certified Public

Auditor of the Company.

Mr. Chatichai Chutima explained that the Company had a total revenue of Baht 48,352 million in 2016.

He continued saying that the Company still remained its position of being the construction firm which

had the highest total revenues compared to other listed construction firms on the Stock Exchange of

Thailand.

The major income of the Company came from construction, sales and services totaling Baht 47,369

million and of which 70.6% came from the Government sector. The domestic income was 62.2% and

the major overseas income was from India for 34.2% of the total revenues.

In 2016, the Company had a gross profit in the amount of Baht 4,668 million, with the gross profit of

9.9% an increase by 5.6% from the year before with the gross profit 8.6%, and had EBITDA in the

amount of Baht 4,988 million, an increase by 16.2% from the year before. The increase of EBITDA

was resulted from increasing profits from the construction of Mass Rapid Transit System, Steel

Fabrication and Precast works.

However, The Company’s net loss attributable to the Shareholders for the year 2016 was Baht 109

million which decreased loss compared to the previous year by Baht 252 million. For the financial

statement of the Company as at December 31, 2016, the Company had total assets amounting to Baht

78,120 million increased from the year before in the percentage of 0.03%, had total liabilities of Baht

63,786 million increased from the year before in the percentage of 0.42%, and for the Shareholders’

equity amounting to Baht 14,333 million decreased from the year before in the percentage of 1.67%

with net debt to equity ratio ( under term and conditions of debentures) at 2.217 times which was still

in line.

The Chairman allowed the Meeting to make enquiries.

A shareholder asked according to the high income of the Company, why the Company still had low

profit while comparing with another construction firms.

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Mr. Chatichai Chutima, Executive Vice President, explained that for the profit of the Company, it was

improving as it was an increase of the gross profit by 8.8% from the previous year. This year, the

Company had the gross of 9.9% and most expenses were from interests and operating costs. Currently,

the Company tried to minimize such costs and the Company would issue a new debenture replacing the

previous one of value Baht 6,000 million. An issuance of a new debenture would decrease such

interests approximately Baht 60 million per year. It was expected that in 2017 the Company would be

able to generate more profits than the previous year.

A shareholder said last year the Company gained more profits than this year, the Company should

figure out a way to reduce costs and suggested that the Company should apply high quality machine

and reduce the number of empoyees as nowadays there were up to 25,000 employees who should

operate work with more efficiency.

Mr. Premchai Karnasuta, thanked the shareholder and explained that it was processing these changes.

The important thing was the costs of the projects. Their costs were better than before and the projects

were bigger. It was expected that the Company’s turnover would likely be better.

Miss Janejira Sombatcharoenwong, Shareholder asked that as the Company had big projects such as

Potash Mining Project and Dawei Project, why was ITD stock price opposite to the information that the

Company informed last year. Nowadays, why the ITD stock price was down to Baht 4.40 per share and

she was concerned about the warrant ‘ITD-W1’ that the exercise price was at Baht 14.

During the third quarter of the previous year, Mr. Premchai Karnasuta reported through the mass media

that in 2016 the Company would be able to make profits but, the Company had loss of Baht 109

million. How the Company would figure out this operating result and she thanked to the Company for

the dividened payment even though the Company still had loss.

Miss Janejira Sombatcharoenwong, Shareholder suggested that in the Minutes of Annual General

Meeting of Shareholders 2017 of the Company, please use the words “Shareholders” or “Proxies” for

unity.

Mr. Premchai Karnasuta, explained he agreed with the Shareholder opinion. The Company was willing

to improve the profitablitiy and continually developed each project but they were still delayed. For

example, the MRT Orange Line was around 7-8 month delay, the Suvarnnabhumi Airport Project and

the Dual Track Railway Project as well. However, other projects still had other cost expenses. The

Company thought our income would be better. Moreover, some projects that the Company undertook

would be launched since 5 – 6 months ago but there were some factors that were beyond our control.

Miss Janejira, Shareholder said as the Company previously informed that there were many big projects

and the Company could sell some assets to generate the investment funds for a better operating result,

why the Company had not done it and would like to know the criteria of the exercise price

determination of the Warrants “ITD-W1” which was at Baht 14 per share.

Mr. Chatichai , explained about the determination of the exercise price that the Company hired the

financial consultant for determining the reasonable exercise price. And about selling some assets for

generating income, as Mr. Premchai Karnasuta previously informed about the delay of some projects

such as Potash Mining Project, which was expected to be completed within the year before, but

nowadays we had not received the mining license. According to its plan, by the time the Company

received the mining license, the Company would sell some assets. This was the reason because it might

affect the Shareholders’ confidence and thanked to all Shareholders for trusting us and coming for the

Meeting today. The Company tried to make the best of it as planned.

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Dr. Krisorn Jittorntrum, Chairman, added that the Warrant which was already issued based on the

feasibility of the projects of the Company that they could achieve such as the Dawei and Potash Mining

Projects. Unfortunately, the Potash Mining Project was delayed. When the mining license was received,

it would cause the value-added to the Company. For the Dawei Project, the Myanmar Government was

changed because the previous Government had lost the election. Many big projects which were

expected to generate income were stuck. The Chairman reviewed to the Shareholders about the

determination of the exercise price of the Warrant at Baht 14 per share was not the important point, but

the issuance of the Warrant at that time was an issuance with no value because the Company

recognized that the Company had not paid the dividened to Shareholders for many years. If the

Shareholders sold the Warrant immediately, the devidened would be at Baht 0.35 per share. And the

exercise price of the Warrant at Baht 14 per share, it was assumed from the Dawei Project and Potash

Mining Project that could have been successful. Hence, the Company would like to apologize to all

Shareholders that it was not achieved as originally assumed and sympathized with the Management that

travelled abroad every week because there were many overseas projects.

Miss Janejira added that the Potash Mining Project already took 9 years, which was firstly expected

only 2-3 years until nowadays, the Company had not received the mining license yet meanwhile other

companies already did such as Chaiyapoom Potash Mining Project that already began the construction.

The Company should speed up negotitating with the Government about the need of such Project. That

meant the Company would have a better operating result.

A shareholder asked that last year, the Chairman said that the financial statement would be a good

result, and this year would be like the Chairman said that from 2017, the Company could have profits

bacuse it was a great year for construction. This year, he received the dividend about Baht 2,000 and

thanked the Management.

Mr. Premchai added that recently, there were many Backlogs and the Company was going to sign many

contracts. It’s time for the operation of the Potash Mining Project and Bauxide Mining Project and the

operating result would be better. The prices of the projects that the Company developed itself could be

determined. Recently, the Backlogs were better than the previous year and the Company would have

more profits than the previous year as well.

No further questions were raised.

The Chairman then asked the Meeting to consider the proposed matter in the agenda.

After due consideration, the Meeting by majority votes of the total shares present at the Meeting and

being entitled to vote resolved that the Company’s Statement of Financial Position and Statement of

Comprehensive Income for the year ended December 31, 2016 be approved, the details were as

follows:

Approve Votes Dissapproved Votes Abstanied Votes

Shares % Shares % Shares

1,857,378,643 99.87 2,369,978 0.13 5,786,995

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Agenda 4: To consider and approve the allocation of partial profits as legal reserve and approve

the dividend payment for the year 2016 accounting period

The Chairman assigned Mrs. Nijaporn Charanachitta, Director and Senior Executive Vice President, to

inform the Meeting that according to the Public Company Limited Act of 1992 (B.E.2535), and the

Articles of Association Clause 41, “The Company shall allocate to a reserve fund, not less than 5

percent of the annual net profits less the accumulated loss carried forward (if any), until the reserve

fund reaches not less than 10 percent of the registered capital.”

According to the Company’s balance sheet and profit and loss statements for the year ended December

31, 2016, the Company had the net profit in the amount of Baht 110,898,000 (One hundred and ten

million Eight hundred and Ninety eight thousand). Less deficit in the amount of Baht 29,187,000 the

Company still had the net profit in the amount of Baht 81,711,000. Thus, the Company shall allocate

the partial profits as legal reserve in the amount of Baht 4,100,000 plus the existing legal reserve in the

amount of Baht 483,374,000 totaling the legal reserve for the year 2016 in the amount of Baht

487,474,000

The Board of Directors’ policy is to pay dividends to the Company's shareholders in each year by using

the original dividend policy, which is, the Company will declare and pay dividends in the amount of at

least 40% of net profit after provision for taxes, provided that such payment of any declared dividend

will not impact the on-going operations of the Company.

According to the Company’s balance sheet and profit and loss statements for the year ended December

31, 2016, the Company had the net profit in the amount of Baht 110,898,000 and retained earnings

(Unappropriated) in the amount of Baht 54,220,000.

The Meeting was requested to consider the approval of the allocation of partial profits as legal reserve

for Baht 4,100,000 and the dividend payment for the year 2016 accounting period for Baht 0.01026 per

share, the payment would be paid from retained earnings (Unappropriated). In addition, the Company

has confirmed the Record Date for the right to attend the Meeting and for the right to receive dividend

to be Thursday March 30, 2017 and to collect the names of Shareholders, as stipulated in the Securities

and Exchange Act B.E. 2535, Section 225, by closing the share registration book on Friday, March 31,

2017 and the dividend payment date is May 26, 2017.

The Chairman gave the Meeting an opportunity to make inquiries.

No questions were raised.

The Chairman asked the Meeting to consider the proposed matter in this agenda.


being entitled to vote resolved that the allocation of partial profits as legal reserve for Baht 4,100,000

and the dividend payment for the year 2016 accounting period for Baht 0.01026 per share, the payment

would be paid from retained earnings (Unappropriated) and the dividend payment date is May 26, 2017

be approved, the details were as follows:


Share % Share % Share

1,864,443,826 99.96 836,025 0.04 255,765

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Agenda 5: To consider and approve the re-appointment of Directors in place of Directors who

would be retired by rotation to be Directors for another term.

The Chairman informed the Meeting that according to the Articles of Association of the Company

(clause 14), 1/3 or almost 1/3 of the longest serving Directors must be retired from the office by

rotation in the Annual General Meeting of Shareholders but they could be reappointed for another term.

Thus, the Shareholders could consider the attachment of the Resume of these Directors.

In this year, the Directors who would be retired from the office by rotation were Mr. Premchai

Karnasuta, Mr.Thoranis Karnasuta, Directors and Mr.Tirapongse Pangsrivongse, Prof. Dr. Mingsarn

Kaosa-ard, Independent Directors. However, they could be reappointed for another term. The

shareholders could consider the Directors detail regarding the education and working experience from

the Supporting Document Agenda in the notice of the Meeting.

The Chairman further explained that the Company had invited the shareholders through the Stock

Exchange of Thailand to use their rights to nominate a candidate, within February 1, 2017, to be

appointed as a Director as well as notifying the regulations and condition of use such that rights on the

Company’s website. Until the deadline, no proposals from shareholders were raised.

The Chairman gave the Meeting an opportunity to make enquiries.




being entitled to vote resolved to approve the re-appointment of Mr. Premchai Karnasuta, Mr.Thoranis

Karnasuta to be Directors and Mr. Tirapongse Pangsrivongse, Prof. Dr. Mingsarn Kaosa-ard to be

Independent Directors to return into their offices for another term in place of the Directors and the

Independent Directors retiring from office by rotation, the details were as follows:

Mr. Premchai Karnasuta,



1,863,692,172 99.92 1,529,579 0.08 313,865

Mr.Thoranis Karnasuta



1,722,621,447 92.37 142,382,291 7.63 531,878

Mr. Tirapongse Pangsrivongse



1,864,250,113 99.96 753,625 0.04 531,878

Prof.Dr. Mingsarn Kaosa-ard



1,853,552,313 99.39 11,451,425 0.61 531,878

15

Agenda 6: To consider and approve the re-appointment of Audit Committee in place of Audit

Committee who would be retired by rotation to be the Audit Committee for another

term.

The Chairman reported to the Meeting since the Meeting that the Annual General Meeting held on

April 30, 2014 had approved the re-appointment of the Audit Committee, term of position with 3

years,as the Audit Committee will be retired by rotation at the 2017 Annual General Meeting of

Shareholders, the Company has invited all shareholders to consider and approve the re-appointment of

the Audit Committee to return into their offices for another term in place of the Audit Committee

retiring by rotation, as follows:

Audit Committee

Name Position Term of Position

1. Dr. Krisorn Jittorntrum Audit Committee Chairman 3 Years (2017-2020)

2. Mr. William Lee Zentgraf Audit Committee Member 3 Years (2017-2020)

3. Prof.Dr.Mingsarn Kaosa-ard Audit Committee Member 3 Years (2017-2020)

By Mr. Withit Auoysinprasert, Vice President of Internal Audit Division, the secretary for the Audit

Committee





being entitled to vote resolved to approve the re-appointment of

1. Dr. Krisorn Jittorntrum, Audit Committee Chairman,

2. Mr. William Lee Zentgraf , Audit Committee Member and

3. Prof.Dr.Mingsarn Kaosa-ard, Audit Committee Member

to return into their offices for another term in place of the Audit Committee retiring by rotation, as

follows,



1,856,569,038 99.55 8,369,700 0.45 596,878

Agenda 7: To consider and approve the determination of remuneration for the year 2017 of

the Board of Directors, the Audit Committee and the Risk Management Committee.

The Chairman reported to the Meeting that according to the Board of Directors’ Meeting dated on

March 15, 2017 approved the remuneration of Board of Directors for the year 2017, to be not

exceeding Baht 6,550,000 per year, and for the Audit Committee to be not exceeding Baht 1,400,000

per year. The remuneration of the Risk Management Committee is appropriate to be paid only in terms

of the meeting attendance allowance as follows: Chairman of Risk Management Committee is Baht

15,000 per time and Vice Chairman and Risk Management Committee members are Baht 10,000 per

time. Nevertheless, the remuneration of each the three boards is equivalent to the year before. The

16

remuneration of the Board of Directors is annual payment with no any benefits. The remuneration of

the Audit Committee Directors is annual payment with annual bonus and depends on the Company’s

operations result and the remuneration of the Risk Management Committee depends on the meeting

attendance allowance. The details are as follows:

Name The remuneration for the year 2017

(Proposal Year)

Board of

Director

(Baht / Year)

Audit

Committee *

(Baht / Year)

Risk

Management

Committee **

(Baht)

1. Dr. Krisorn Jittorntrum

750,000 385,000 15,000

2. Mr. Premchai Karnasuta

580,000 - -

3. Mrs. Nijaporn Charanachitta

580,000 - -

4. Mr. Pathai Chakornbundit

580,000 - 10,000

5. Mr. Tawatchai Suthiprapha

580,000 - -

6. Mr. William Lee Zentgraf

580,000 315,000 -

7. Mr. Peeti Karnasuta

580,000 - 10,000

8. Mr. Tirapongse Pangsrivongse

580,000 - -

9. Mr. Thoranis Karnasuta

580,000 - -

10. Mr. Krirk Vanikkul

580,000 - -

11. Prof.Dr.Mingsarn Kaosa-ard

580,000 315,000 -

Total 6,550,000 Not more than

Baht 1,400,000

Remarks

* Depends on the Company’s operations result

** The meeting attendance allowance

Nevertheless, the Chairman reported to the Meeting according to the Annual General Meeting of

Shareholders of 2016, the remuneration for the year 2016 of the Board of Directors for 10 members to

be not more than Baht 5,970,000 but the Company paid the remuneration for 11 members in total of

Baht 6,163,333. Regarding the resolution of the Meeting of the Board of Directors No.4/9/2016 dated

on September 9, 2016 had approved Prof.Dr.Mingsarn Kaosa-ard to be an Independent Director

replacing Mr.Yutachai Charanachitta who resigned from the Director affective on December 31, 2015.

According to such appointment, the Board of Directors consists of 11 members and proposed to the

17

Meeting for consideration of an increase of the remuneration of the Board of Directors regarding the

approved resolution in the year before.




After due consideration, the resolution resolved that the remuneration of Board of Directors for the

year 2017, to be not exceeding Baht 6,550,000 per year, and for the Audit Committee to be not

exceeding Baht 1,400,000 per year, which is equivalent to the year 2016, the remuneration of the Risk

Management Committee is appropriate to be paid only in terms of the meeting attendance allowance as

follows: Chairman of Risk Management Committee is Baht 15,000 per time and Vice Chairman and

Risk Management Committee members are Baht 10,000 per time and approve the ratification of the

Board of Directors’ remuneration for the year 2016 that increased from the reasolution of previous year

with not less than 2/3 of the votes of the total shares represented in the Meeting. The details were as

follows:


Share % Share % Share %

1,863,907,951 99.91 1,086,787 0.06 540,878 0.03

Agenda 8: To consider and approve the appointment of an Auditor and determination of

Remuneration of an Auditor for the year 2017.

The Chairman assigned Mrs. Nijaporn Charanachitta to inform the Meeting that on March 15, 2017 the

Meeting of the Board of Directors and the Audit Committee had considered to select an Independent

Auditor of Grant Thornton Limited for the year 2017 as follows;

1. Mr. Somckid Tiatragul, Certified Public Accountant (Thailand) No. 2785 and/or

2. Mr. Teerasak Chuasrisakul, Certified Public Accountant (Thailand) No. 6624 and/or

3. Ms. Kanyanat Sriratchatchaval, Certified Public Accountant (Thailand) No. 6549 and/or

4. Ms. Sansanee Poolsawat, Certified Public Accountant (Thailand) No. 6977 and/or

5. Mr. Narin Churamongkol Certified Public Accountant (Thailand) No. 8593

to be the Auditors of the Company for Auditor and determination of remuneration of an Auditor for the

year 2017.

Anyone of these Auditors is to be authorized to review, give an opinion and sign on the Company’s and

its Subsidiaries’ Financial Statements with the remuneration of the Independent Auditor for the year

2017 with a total value of Baht 7,695,000 (Seven Million, Six Hundred and Ninety-Five Thousand

Baht) which increased from the previous year which was Baht 7,295,000 with an increase by Baht

400,000 or 5.48%.




18


being entitled to vote resolved that the appointment of Mr. Somckid Tiatragul, Certified Public

Accountant (Thailand) No. 2785 and/or Mr. Teerasak Chuasrisakul, Certified Public Accountant

(Thailand) No.6624 and/or Ms. Kanyanat Sriratchatchaval, Certified Public Accountant(Thailand)

No.6549 and/or Ms. Sansanee Poolsawat,Certified Public Accountant (Thailand) No.6977 and/or Mr.

Narin Churamongkol, Certified Public Accountant (Thailand) No.8593 of Grant Thornton Limited and

the determination of the auditor’s remuneration for the year 2017, with total value of Baht 7,695,000

(Baht: Seven Million, Six Hundred Ninety-Five Thousand) be approved, the details were as follows;



1,864,145,151 99.95 859,087 0.05 531,378

Agenda 9 : To consider and approve the amendment of the Company’s objectives clause 36.

The Chairman informed the Meeting that according to resolution from the Board of Directors Meeting

dated on March 15, 2017 resolved that In order to render the Company’s objectives clear and

encompassing those requirements stipulated in the Tender, Price Proposal or Bidding Documents

proposed to governmental agencies, state enterprises, government bodies or public organizations for

Telecommunication Business sectors, the Meeting is hereby requested to consider the amendment of

the Company’s objectives clause 36. with the details below:

(36) To operate business concerning design, installation, restoration, maintenance, training,

distributing equipments and parts of telecommunications System, CCTV System, telephone cable,

Cable TV., Optical Fiber Cables, Telecommunication antennas, TV antennas answering machines,

intercoms and computers




After due consideration, the Meeting resolved to approve the amendment of the Company’s objectives

clause 36 with not less than 3/4 of the votes of the total shares represented in the Meeting. The details

were as follows:



1,864,395,513 99.94 437,725 0.02 702,378 0.04

Agenda 10 : To consider and approve the amendment of Clause 3. of the Memorandum of

Association in accordance with the amendment of the Company’s objectives;

The Chairman informed to the Meeting that according to the resolution of the amendment of the

Company’s objective clause 36 in agenda 9, the Company needed to amend the Clause 3. of the

Memorandum of Association is revised in accordance with the amendment of the Company’ s

Objectives based on the following statements:

19

“Clause 3; the objectives of the Company consist of 60 clauses. Details are shown in Form Bor. Mor.

Jor. 002 which is attached.”




After due consideration, the Meeting resolved to approve the amendment of Clause 3. of the

Memorandum of Association in accordance with the amendment of the Company’s objectives with not

less than 3/4 of the votes of the total shares represented in the Meeting. The details were as follows:



1,864,464,013 99.94 443,225 0.02 628,378 0.03

Agenda 11: To consider and approve the increase in the registered capital and the allocation of

the newly-issued ordinary shares to accommodate the adjustment of the exercise price and

exercise ratio of the Warrants to Purchase Ordinary Shares of Italian-Thai Development Public

Company Limited, No.1 (ITD-W1).

The Chairman assigned Mr. Chatichai Chutima, Executive Vice President, who informed the Meeting

that according to resolution of dividend payment from Agenda 4 for the operational results of the year

2016, totaling approximately Baht 54.171 million, whereby such dividend payment is made at the

amount in excess of 90 percent of the net profit, after the deduction of accumulated losses, legal

reserve, minority shareholders’ equity, and income tax, from the operational results under the

Consolidated Financial Statements (which have been audited). As a result, the Company is required to

adjust the exercise price and exercise ratio of the Warrants to Purchase Ordinary Shares of Italian-Thai

Development Public Company Limited, No.1 (“ITD-W1” or the “Warrants”) according to the Terms

and Conditions of the Warrants in order to maintain the interests and considerations of the Warrant-

holders.

Consequently, for the purposes of the rights adjustment, the Company is required to increase its

registered capital by proposing that the Annual General Meeting approve the increase in the registered

capital by Baht 2,111,868, from the existing registered capital of Baht 6,335,808,993, to Baht

6,337,920,861 by issuing 2,111,868 newly-issued ordinary shares, at the par value of Baht 1.00 per

share, as well as approved the allocation of the newly-issued ordinary shares to accommodate the

adjustment of the exercise price and exercise ratio of the ITD-W1.

In this regard, the Company is not required to carry out the capital decrease before increasing its capital

because all of the 1,055,968,145 shares which have not yet been sold are the shares issued for the

exercise of rights under the Warrants.

In addition, the Board of Directors and/or its delegated person(s) shall be authorized to determine other

details with regards to the allocation of the newly-issued ordinary shares, for example: (1) whether the

20

allocation shall be made on one or more occasions, the offering period, offering price, payment of

shares, and other conditions and details relating to the allocation; (2) to enter into negotiations,

agreements, and execute relevant documentation and agreements relating to the allocation, and to

undertake any act in connection with the allocation; and (3) to sign application forms for permission

and evidence necessary for and relevant to the allocation, as well as to contact and to file an application

for permission with the relevant government agencies or related agencies, as well as the listing of the

newly-issued ordinary shares on the Stock Exchange of Thailand, and to undertake any other action

necessary for the purposes of the allocation.




After due consideration, the Meeting resolved to approve the increase in the registered capital and the

allocation of the newly-issued ordinary shares to accommodate the adjustment of the exercise price and

exercise ratio of the Warrants to Purchase Ordinary Shares of Italian-Thai Development Public

Company Limited, No.1 (ITD-W1) with not less than 3/4 of the votes of the total shares represented in

the Meeting. The details were as follows:



1,863,920,562 99.91 1,065,676 0.06 549,378 0.03

Agenda 12: To consider and approve the amendment to Clause 4. of the Memorandum of

Association to be in line with the capital increase.

The Chairman assigned Mr. Chatichai Chutima, Executive Vice President, informed to the Meeting that

according to resolution of the registered capital as informed in the Agenda 11, the Company needed to

amend the Clause 4. of the Memorandum of Association in order to be in line with the increase in the

registered capital, the Board of Directors, therefore, proposes that the shareholder meeting approve the

amendment to Clause 4 of the Memorandum of Association by replacing the existing clause with the

following term:

“Clause 4. Registered capital 6,337,920,861 Baht (six billion, three hundred thirty-

seven million, nine hundred

twenty thousand, eight hundred

sixty-one Baht)

Divided into 6,337,920,861 shares (six billion, three hundred thirty-



sixty-one shares)

Value per share 1 Baht (one Baht)

Categorized into:

21

Ordinary shares 6,337,920,861 shares (six billion, three hundred thirty-



sixty-one shares)

Preference shares — shares (—)”

In this regard, the person delegated by the Board of Directors to register the amendment of the

Memorandum of Association at the Department of the Business Development, Ministry of Commerce,

shall be authorized to amend the terms therein in accordance with the registrar’s order.


Mrs.Sasithorn Tantrachote, Shareholder said she did not understand about the increase of registered

capital which was related to the Warrant and what the existing Shareholders would receive any benefits

from such increase.

Mr. Chatichai Chutima explained that according to Terms and Conditions of the Warrants when the

Company issued the “ITD-W1”, there was a restriction of the dividends because the Company paid the

dividends from separate financial statement of the Company. According to the loss consolidated

financial statement, technically, the Company would not have paid the dividends and that caused the

Warrant-holders were deprived of the rights so the Company would increase the registered capital to

accommodate with the Warrant-holders. Previously, the Warrant-holders had exercise ratio at 1

ordinary share but when the Company paid the dividends, the Warrant-holders had the exercise ratio of

at 1.002 ordinary shares. So the Company had to increase the registered capital around 2 million shares

to accommodate the adjustment of the exercise price of the Warrants. The exercise price of the

Warrants decreased from Baht 14.00 to Baht 13.971 because the Company paid the dividends even

though the consolidated financial statement had loss. This was reason why the Company

accommodated the adjustment of the Warrant-holders in accordance with the Terms and Conditions of

the Warrants (1.5.5).

Mr. Pitak Netrpetchrachai, Shareholder asked that what the reason of increasing the registered capital

was for ITD-W1 and if the warrant was not exercised, the Company would decrease the registered

capital.

Mr. Chatichai, explained that when the Warrant “ITD-W1” expired in 2019 and the Warrant was not

yet exercised, the Company would decrease the registered capital later on.

The Chairman gave the Meeting an opportunity to make other enquiries.

No other questions were raised.


After due consideration, the Meeting resolved to approve the amendment to Clause 4 of the

Memorandum of Association to be in line with the capital increase with not less than 3/4 of the votes of

the total shares represented in the Meeting. The details were as follows:

22



1,864,328,713 99.94 607,525 0.03 599,378 0.03

Agenda 13: To consider other business (if any).

After finishing the Meeting, the Chairman asked the shareholders whether they had other issues to

propose. The shareholders then inquired and suggested some opinions as follows:

Mr. Sompong Jiwapong, Shareholder inquired the following questions:

1. As Mr. Chatichai Chutima informed the Meeting that by the time the Company received the

mining license of the Potash Mining Project, what the Company would sell and how much;

2. He would like to know about the flood happened with MRT Blue Line, what the reason that the

Company had to additionally pay for the work up to Baht billion;

3. The progress of Dawei Project;

4. He would like the Company to operate by leaps and bounds in order that the Shareholders

would exericise the Warrants, and when the Warrants were exercised the Company would have

much income.

Mr. Chatichai Chutima explained that the Potash Mining Project, which the Company held the share of

90% and other 10% held by the Ministry of Finance. By the time the Company received the mining

license, the Company would sell some shares in order to further invest in the Project. When the

Company received the mining license, the Company would hire a financial consultant for an evaluation

and the reasonable selling price will be calculated.

Mr. Premchai Karnasuta further explained about the MRT Blue Line problem at Burapha Palace

Station that this station was more than 32 metres depth. To construct the station, it needed to build the

concrete wall deep down to 40-50 metres. And when the ground was drilled, the spring was found and

the water came up with very high level. The way to fix this problem was grouting. The Company took

16 months for fixing this problem. Recently, what we could do was concreting and sealing to isolate the

problem. The Company had to keep concreting and grout sealing until the water stopped and finally,

the Company could complete the work. The Company had to pay for it but not up to a Baht billion as

claimed, much less. Moreover, there were some money that the Company received from the insurance

company and the work owner but not up to a Baht billion.

For the Dawei Project, the Company signed the Concession Agreement since August 2015 and the

Company had to submit the technical design and do the EIA within February 2016. The Company

completed and submitted it already. But the Myanmar Government could not issue the NTP in time,

until there was a new election in March 2016 and this set up a new Government who had a problem

with the organization. This wasted a lot of time. The new committee was set up last November. The

Myanmar Government has to study and issue the new NTP for the Company. The Thai Government

also pushed forward by offering a supporting loan for the Myanmar Government for a road

construction. Nowadays, the Myanmar Government followed the rules that asked for loan from the

Thai Government. The Transport Minister of Thailand informed that the Myanmar Government already

received the loan and considered about the matter that the Company submitted. It took 1 year already

for the Myanmar Government to act on this matter. The Company asked to push forward this matter but

because the organization was just set up, the Company needed to expedite this pressure to start the

Project.

23

Mr. Krirerk Pothiapiyanwisuth, a Proxy asked about the Potash Mining Project. As the Management

informed about when the Company received the Mining License, the Company would sell some shares.

Are there any interested persons, what the conditions or does the Company have to wait for the

potential, backlog which was very high when considered about the debt expense? He was concerned

what if the Company could not sell it, the Company would have to increase the registered capital.

Mr. Premchai Karnasuta explained that nowadays, it was in a processs of waiting for the Minister to

approve the license. For other issues, the Company followed its plan and the Company wanted to sell

some of them. The loan was not our problem because many financial institutions supported us. The

price that the Company negotitated was a premium price and the Company could further invest from it.

There was no any conditions because many interested persons recognized that the Company was about

to receive the Mining License. The Company hired a company from Germany for making feasibility

study about capital and margin. There were two types of interested persons – 1. Asking to be a partner

and sell it and 2. Only investment. The Company would consider which type and how the Company

would get the most benefits. When the Company received the mining license, the Company would

summarize about the construction because the Company already prepared the engineering.

Mr. Chatichai Chutima explained that as the Shareholder worried about the debt, the debt ratio

nowadays was at 2.2:1 meanwhile the ratio of terms and conditions was 3:1. Selling an asset was one

option that the Company would not have to increase the registered capital. The Company also

considered about the possibility of selling other assets to be the revolving funds.

Mr. Premchai explained that the Company planned to sell some assets such as 49% investment fund of

Dhaka Elevated Expressway. According to the contract, it was determined that the Company had to

hold shares of 51% and the Company would sell the shares of 49% in order to receive the money back.

And for the Potash Mining Project, the Company would do the same thing so as to cause the fewest

problems.

Mr. Taweesak Thoopphanom, Shareholder asked about the Company’s Operating Results that the

Company had the table showing the income per year and further income, schedule of the work progress

– 3 or 5 years or not. The Shareholders could acknowledge the upcoming income and it would be

important information for investment or not. Moreover, he asked that how the investment for each

construction work of the Company would be, how much of the income per year would be, the schedule

and the investment in both domestic and overseas projects would be. He asked the Company to inform

such information to boost the Shareholders’ confidence.

Mr. Chatichai Chutima thanked the Shareholder for the suggestion and said that the Company would

consider this matter. He explained that the Company operated following the standards of other

construction companies which were highlighting the Backlog showing the progress whether how much

for the undertaken projects, the progress of the ongoing projects or the remaining percent of the

ongoing projects left. For the domestic and overseas projects, the Company noted in the item 43

especially the Company divided investment fund, income and profit of the project in India because it

was a big portion.

A Shareholder noted that the Company focused on mining and would like to know if the Company

undertook bauxite mining, would the ore dressing would be operated in Thailand or Lao PDR, would

the electricity supply be enough or not and what the progress of the Mining Project in Madagascar was.

Mr. Premchai Karnasuta explained that the Company was ready to invest in bauxite mining. Recently,

the Company was heading for a financial close. The bauxide mining was for alumina and to be dressed

24

for aluminium. However the Company had not operated in dressing the ore yet, only for alumina. The

demand in China was high. The Company would operate it as soon as the financial close was done.

For the Project in Madagascar, the Company is waiting for the price to rise because at time of study, the

price was at USD 120. The price went down to USD 40 but at the end of last year, the price was up to

USD 90 and nowadays the price was around USD 80 which could generate profits and worth. The

Company was professional in mining so this could generate profit. However, when the Company had

the investment source, the Company would hurry in operating the project.

There were no other agenda items proposed.

The Chairman thanked to Shareholders for participating in the Meeting, the Minutes of Annual General

Meeting of Shareholders 2017 would be done within 14 days after the Meeting date and would be

revealed on the Company website and then adjourned the Meeting at 03.30 p.m.

Sign_______________________________________ Chairman

(Dr. Krisorn Jittorntrum)