Siam Wellness Group Public Company Limited · Siam Wellness Group Public Company Limited Invitation to the Annual General Meeting of Shareholders 2020 ... dividend from the operating

Siam Wellness Group

Public Company Limited

Invitation to the Annual General

Meeting of Shareholders 2020

Thursday 30th April 2020 at 10:00 am

at Jubilee Ballroom, 11th Floor, The Berkeley Hotel Pratunam, Bangkok

559 Ratchaprarop Road, Makkasan, Ratchathewi, Bangkok

Date: 23 March 2020

Subject: Invitation to the Annual General Meeting of Shareholders 2020

Dear Shareholder(s) of Siam Wellness Group Public Company Limited (“Company”)

Attached:

1. A copy of the Minutes of the Annual General Meeting of Shareholders No. 1/2019

on 29 March 2019 (Refer for Agenda 1)

2. Annual Report 2019, Financial Statements and, Report of Independent Auditor for the

Year Ended December 31, 2019 in the form of QR Code (Refer for Agenda 2 and 3)

3. Profiles of the Nominated Persons being proposed for Directors Appointment

(Refer for Agenda 7)

4. Profile of Auditor (Refer for Agenda 9)

5. Proxy Form A, B and C (Choose only one form)

6. Definition of the Company’s Independent Director and Profiles of the Independent

Directors Who Serves as Proxy for Shareholders

7. Guidelines for Proxy Appointment, Registration Documents and Procedures for

Attending the Meeting

8. Company’s Articles of Association relating to the Meeting of Shareholders

9. Map to the venue

With reference to the resolution of the Board of Directors of Siam Wellness Group Public

Co.,Ltd (the “Company), the Company would hereby like to invite the shareholders to the

Annual General Meeting of Shareholders 2020 on Thursday 30th April 2020 at 10.00 am

(Registration starts 8.00 am). The Meeting will be taken place at Jubilee Ballroom , 11th

Floor, The Berkeley Hotel Pratunam address no. 559 Ratchaprarop Rd, Khwaeng Makkasan,

Khet Ratchathewi, Bangkok. The agendas of the Meeting has been set as follows:

Agenda 1: To Certify and Approve the Minutes of the Annual General Meeting of

Shareholders for the Year 2019

Preamble: The Company’s General Meeting of Shareholders No. 1/2019 was held on 29

March 2019. The Meeting considered the agenda namely approving the

company’s financial statements for the year ended December 31, 2018, the

retained earnings appropriated as a legal reserve and the distribution of a

dividend from the operating performance for the year 2018, the election of

directors in place of those whose terms are to be expired, the remuneration

for the company’s directors , the appointment of the Company’s auditor and

the remuneration, the Amendments of the Articles of Association Clause 36

Chapter 4 Shareholders’ Meeting and the Amendments of the Articles of

Association Clause 28 and 29 Chapter 3 Board of Directors. The company

2

has provided a copy of minutes of the Annual General Meeting of

Shareholders for the Year 2018 (Attachment No.1)

Board’s Opinion: The minutes of the general meeting of shareholders for the year 2019

on 29 March 2019 have correctly been stated and recommends

according to the resolution of shareholders. The Board agrees to

present to the Annual General Meeting of Shareholders for its adoption of

such Minutes.

Required Votes: The passing of a resolution requires a majority vote of the shareholders

who attend the meeting and cast their votes. (the Articles of Association

No. 43)

Agenda 2: To Acknowledge the Company’s Performance for the year 2019

Preamble: The company’s performance has been presented in the company’s annual

report 2019. The company has sent a copy of the annual report in the

form of QR Code along with this invitation letter (Attachment No. 2)

Board’s Opinion: The Board of Directors agrees to present to the Annual General Meeting

of Shareholders 2019

Required Votes: Vote is not required

Agenda 3: To Consider and Approve the Company’s Financial Statements for the

Year Ended December 31, 2019

Preamble: The Company has prepared the Statement of Financial Positions and

Statement of Comprehensive Incomes for the Year Ended December 31,

2019 as duly audited and certified by the auditor of EY Office Limited

and reviewed by the Audit Committee. The statements have been

included in the company’s annual report – Financial Statements.

This included Financial Statements for the Year Ended December 31,

2019 and Report of Independent Auditor. (Attachment No. 2)


of Shareholders 2019 and have shareholders approve the consolidated

and company financial statements for the year ended December 31,

2019 as duly audited and certified by the auditor of EY Office Limited

and has been reviewed by the Audit Committee.


who attend the meeting and cast their votes (the Articles of Association

No. 43)

3

Agenda 4: To Consider and Approve the Distribution of a Dividend from the

Operating Performance for the Year 2019

Preamble: 1. The Company’s dividend policy is to pay out at least 40 percent of

its net profit, after deducting income tax and legal reserve. Each

year’s payout depends on the Company’s investment plan, necessity,

and future considerations. Upon approval by the Board of Directors,

the annual dividend payout shall be presented to the shareholders’

meeting for approval. However, for an interim dividend, the Board

has the authority to pay the dividend and report the payout at the next

shareholders’ meeting. Dividend shall be considered from net profit

only according to the Articles of Association Chapter 6 Subject:

Dividend and Legal Reserve No. 49, No. 50 and No. 51

2. The Board of Directors meeting no.1/2020 on 29 February 2020 had

also approved the payment of the dividend from the profits earned

from the operations of the Company (separated) amount 217,830,631 Baht (Two hundred seventeen million eight hundred thirty thousand

and six hundred thirty one baht) with details on stock dividend and

cash dividend as followed:

2.1 Approved the payment in the form of cash in the amount

of 0.03 baht/share or 17,100,000 baht

2.2 Approved the payment in the form of stock dividends in

the amount of approximately 285,000,000 shares with a

par value of 0.25 baht per share to the shareholders, at the

ratio of 2 existing shares to 1 new share total 71,250,000

baht which is equivalent to the dividend at 0.125 baht per

share. (In case that any shareholders have remaining

shares after the allocation, the dividend shall be paid by

cash in the amount of 0.125 baht)

In total, the total payment of the dividend from the Operating

Performance for the year 2019 is 0.155 baht per share or

88,350,000 Baht. The dividend payout rate is 40.62 % which

is divided into stock dividend approximately 32.76 % per

share and cash dividend of 7.86 %.The dividend will be tax

deductible according to law.

The above dividend distribution shall be payable to the shareholders

entitled to receive the dividend in accordance with the Company’s

Articles of Association and who were listed on the record date on

Wednesday 13 May 2020. The dividend payment will be made on

Monday 25 May 2020.

Comparison of dividend distribution in the year 2019 to the

preceding year is as follows:

4

Details of dividend payment Year 2018 Year 2019

1. Profit (baht) 205,515,586 217,830,631

2. Shares (shares) 570,000,000 570,000,000 3. Interim Dividend(baht/share)

(for the accounting period from

1 January to 30 June)

- -

Total amount of interim dividend

paid

- -

4. Dividend (baht/share) 0.15 0.03

0.125

Total amount of dividend paid 85,500,000 88,350,000

The right to receive the dividend income is yet confirmed until

getting approved by the Annual General Shareholders’ Meeting 2020

Board’s Opinion: 1. The Board of Directors has agreed to the payment of dividend:

1) Cash dividend at the rate of THB 0. 03 ( zero point zero three

baht) per share for the total eligible shares of 570,000,000 shares

(five hundred and seventy million shares) or in the total amount

of 17,100,000 Baht ( seventeen million and one hundred

thousand baht)

2) Stock dividend at the in the amount of approximately

285,000,000shares with a par value of 0.25 baht per share to the

shareholders, at the ratio of 2 existing shares to 1 new share total

71,250,000 baht which is equivalent to the dividend at 0.125

baht per share. (In case that any shareholders have remaining

shares after the allocation, the dividend shall be paid by cash in

the amount of 0.125 baht). This correlates with Company’s

dividend policy

2. The Board of Directors has agreed to set the record date on 13th

May 2020 and the payment will be made on 25th May 2020.


who attend the meeting and cast their votes (the Articles of Association

No. 43)

Agenda 5: To Consider and Approve the increase in Company’s registered capital

from 142,500,000 baht to 213,750,000 baht and allocation of these issued

shares

Preamble: According to the resolution of the Company to pay dividend in the form

of stock dividend as per Agenda 4, The company has to allocate

285,000,000 shares as stock dividend, however the current number of

shares is not sufficient. Thus, The Board of Directors agrees to present to

the Annual General Meeting of Shareholders 2020 to increase the

Company’s registered capital from 142,500,000 baht divided into

5

570,000,000 shares to 213,750,000 baht divided into 855,000,000 shares

by issuing new ordinary shares total 285,000,000 shares at the par value

of 0.25 baht as part of the payment in terms of stock dividend and allocate

these issued shares total 285,000,000 shares to existing shareholders at

the ratio of 2 existing shares to 1 new share


of Shareholders 2020 and have shareholders approve the increase of the

Company’s registered capital from 142,500,000 baht divided into


by issuing new ordinary shares total 285,000,000 shares at the par value

of 0.25 baht as part of the payment in terms of stock dividend and allocate

these issued shares total 285,000,000 shares to existing shareholders at

the ratio of 2 existing shares to 1 new share

Required Votes: The passing of a resolution requires at least 3/4 ( three-fourths) of the

shareholders who attend the meeting and cast their votes (Articles of

Association No. 43)

Agenda 6: To Consider and Approve the amendment to Article 4 of the company’s

Memorandum of Association to reflect the increase of the company’s

registered capital

Preamble: According to the resolution of the Company to pay dividend in the form

of stock dividend as per Agenda 4 and the resoltion of the Company to

increase the registered capital from 142,500,000 baht divided into


buy issues new ordinary shares total 285,000,000 shares at the par value

of 0.25 baht as per Agenda 5, Company shall amend Article 4 of the

company’s Memorandum of Association to reflect the increase of the

Company’s registered capital as followed:

Clause 4. Registered Capital 213,750,000 Baht

Divided into 855,000,000 shares

Par Value 0.25 baht

Divided into

Ordinary Shares 855,000,000 shares

Preferred Shares =none=


of Shareholders 2020 and have shareholders approve the amendment of

Article 4 of the company’s Memorandum of Association to reflect the

increase of the Company’s registered capital and as reasons stated

6

Required Votes: The passing of a resolution requires at least 3/4 ( three-fourths) of the

shareholders who attend the meeting and cast their votes (Articles of

Association No. 43)

Agenda 7: To Consider and Approve the Election of Directors in place of the

directors whose terms expired by rotation

Preamble: 1. According to No. 18 of the Articles of Association which stated that

“one-third of the directors must retire from the office by rotation at

the Annual General Shareholders Meeting. If the number is not a

multiple of three, then the number nearest to one-third, must retire

from office. A director who vacates the office under this Article

may be re-elected”.

2. The company has converted to public company on 8 May 2014.

Thus, there are three directors who are due to retire by rotation in

the year 2020 were as followed:

1. Mr. Prasert Jiravanstit

2. Mrs. Thanit Amorntirasan

3. Mr. Narun Wiwattanakrai

In compliance with the good corporate governance regarding the

equitable treatment of shareholders, the Company provides

opportunities for the minority shareholders to propose names of

qualified candidates to be nominated for selection as member of the

Company’s Board of Directors in advance of the Meeting,

t h r o u g h an an n o u n cem en t o n t h e C o m p an y ’ s w eb s i t e

(www. siamwellnessgroup.com/ investor_relation) a s we l l a s on

SET’s News during 8 January – 28 February 2020. For this

Meeting, there is not any minority shareholder proposing nominees

to the Company.

Board’s Opinion: The Nomination and Compensation Committee excluding the

directors having special interest not being in this meeting, h a s

thoroughly considered the nomination of directors by taking into

consideration the qualifications, experiences and expertise of all

three nominees, including their previous performance. The

Nomination and Compensation Committee has accordingly agreed

to present to this Meeting for its approval of the re-election of three

directors, who are due to retire by rotation, to resume their positions

as the directors of the Company for another session with the same

job titles as their previous ones. Profiles of the retiring directors

proposed for re-election appeared on Attachment No. 3 to the

invitation to this Meeting, which was delivered to all shareholders

http://www.siamwellnessgroup.com/investor_relation

7


with following conditions

(1) Each shareholder has the number of votes equals to number of

shares

(2) Each shareholder can select one or more candidate as director

(3) Candidate with the most number of votes will be selected.

Candidates will be selected according to number of vacant

director’s numbers available. If the vote is equal, the chairman

will be the decision-maker (the Articles of Association No. 17)

Agenda 8: To Consider and Approve the Remuneration of the Directors

Preamble: According to No. 34 and 44 of the Company’s Articles of

Association, the directors are entitled to receive remuneration in the

form of reward, meeting allowance, gratuity, bonus or other form of

benefit under the Articles of Association or as determined by

shareholders meeting in either fixed sum or under certain criteria.

Board’s Opinion: The Nomination and Compensation Committee, has considered the

remuneration for the Directors from the performance of the year

2 0 1 9 o f t h e c o m p a n y , their duties and responsibilities and

comparison with the remuneration payment of the other listed

companies on the Stock Exchange of Thailand. After due

consideration, the Board then deemed it appropriate to propose this

Meeting to approve the directors’ remuneration for the year 2020 as

followed:

No. Consideration 2019

Existing Rate

2020

Proposed Rate

(the same rate as previous year’s rate)

1. Director’s Remuneration

1.1 Monthly Allowance

(per month per person)

- Chairman 22,000 Baht

- Director 11,000 Baht

* If one has been selected to

more than one position, one

shall receive only the highest

rate of the position.

**Director who is member of

Executive Committee will not

receive monthly allowance










8


Existing Rate

2020

Proposed Rate


1.2 Meeting Allowance


- Chairman / Director

12,000 Baht

- Chairman / Director

12,000 Baht

2. Audit Committee’s

Remuneration




- Audit Committee 16,500

Baht






Audi t Commit tee wil l not

receive the monthly allowance

as Director


- Audit Committee 16,500

Baht






Audi t Commit tee wil l not

receive the monthly allowance

as Director



- Chairman / Audit Committee

12,000 Baht


12,000 Baht

3. Meeting Allowance for

the Nomination and

Compensation

Committee


-Chairman 8,000 Baht

- Commitee 6,000 Baht



4. Meeting Allowance

for the Risk Management

Committee







the Corporate Governance

Committee






6. Bonus 2,450,000 Baht 2,450,000 Baht

9

Required Votes: The passing of a resolution requires at least 2/3 (two-thirds) of the

shareholders who attend the meeting and cast their votes (Section

90 second paragraph of the Public Limited Companies Act )

Agenda 9: To Consider and Approve the Appointment of the Company’s Auditor

and the Determination of the Audit Fee

Preamble: According to Section 120 of the Public Limited Companies Act and No.

60 of the Company’s Articles of Association, the appointment of the

auditor and the determination of the audit fee shall be brought into

consideration in the Annual General Shareholders’ Meeting.

This year, the Audit Committee, has thoroughly considered

proposing for the appointment of

1) Ms. Sumana Punpongsanon, certified public accountant no. 5872 and/or

2) Mr. Chayapol Suppasedtanon, certified public accountant

no. 3972 and/or

3) Ms. Orawan Techawatanasirikul, certified public

accountant no. 4807 and/or

4) Miss Keadsiri Kanchanaprakasit certified public

accountant no. 6014

of EY Office Limited as the Company and its Subsidiaries’ auditor for

the year 2020, whereby any one of them being authorized to conduct the

audit and express an opinion on the financial statements of the Company

and its Subsidiaries . In the absence of the above-named auditors, EY is

authorized to appoint other Certified Public Accountants of EY to carry

out the work . The said auditors have duly conducted the audit and

expressed an opinion on the Company and its Subsidiaries’ financial

statements for 5 years. In 2020 The EY Office, the Audit Firm, has

proposed the audit fee of the Company is 1,565,000 Baht. (Attachment

No. 4)

Board’s Opinion: The Board of Directors, with recommendation of the Audit

Committee, has deemed it appropriate to propose for the

appointment of

1) Ms. Sumana Punpongsanon, certified public accountant no. 5872 and/or

2) Mr. Chayapol Suppasedtanon, certified public accountant

no. 3972 and/or

3) Ms. Orawan Techawatanasirikul, certified public

accountant no. 4807 and/or

4) Miss Keadsiri Kanchanaprakasit certified public

accountant no. 6014

10

of EY Office Limited as the Company and its Subsidiaries’ auditor for

the year 2020, in which none has relationship or conflict of interest

with the Company/Subsidiary Compan ies/Executives/Major

Shareholders/Related Parties.

In the absence of the above-named auditors, EY is authorized to appoint

other Certified Public Accountants of EY to carry out the work. In

2020, the audit fee of the Company is 1,565,000 Baht. (An increase of

53,000 Baht from the year 2018) as detailed below:

Audit Fee of the Company Year 2019

(Baht)

Year 2020

(Baht)

1.Annual audit fee for the Company’s

financial statement

907,200 941,000

2.Quarterly Review fee for the

Financial statements (in total of

three quarters)

604,800 624,000

Total 1,512,000 1,565,000

The above Audit Fee for the year 2020 excludes Non-Audit Fee paid by the

Company and its Subsidiaries.

Note: According to the Notification of Practice Guidelines No. NorPor. 5/2561

Re: Guidelines on Auditor Rotation in Capital Market and Relaxation on

Auditor Rotation in Capital Market (“New Guideline”) issued by The

Securities and Exchange Commission (SEC), the New Guideline stipulates

that an auditor of a listed company must be rotated every 7 fiscal years

(regardless of consecutiveness) and must cease performing audit services

for such listed company for 5 consecutive fiscal years, which is different

from the prior one. It was stated that an auditor of a listed company for 5

consecutive fiscal years shall be rotated. In such case, a former auditor may

be re-appointed after ceasing performing audit services for such listed

company not less than 2 consecutive fiscal years. the New Guideline has

been issued in order to either promote the true independence of auditors’

duties or increase investor's confidence in financial statements. The New

Guidelines become effective on January 1, 2019.


who attend the meeting and cast their votes (the Articles of Association No. 43)

Agenda 10: To Consider and Other matters (if any)

Board’s Opinion: In compliance with the good corporate governance regarding the

equitable treatment of shareholders, the Company provides

--Translation--

1/21

Minutes of the Annual General Shareholders Meeting No.1/2019

of Siam Wellness Group Public Company Limited

Time and Place:

The Meeting was held on March 29, 2019 at 10.00 hours at Jubilee Ballroom, The Berkeley

Hotel Pratunam Bangkok, address no. 559 Ratchapraprop Road, Makkasan, Ratchathewi,

Bangkok.

The following directors were present:

1. Mrs. Pranee Suphawatanakiat Chairwoman of the Board of Directors

2. Mr. Wiboon Utsahajit Director / Chairman of Executive

Committee / Chief Executive Officer

3. Mr. Prasert Jiravanstit Director / Member of Executive Committee /

Member of Nomination and Compensation

Committee / Managing Director

4. Mrs. Thanit Amorntirasan Director / Member of Executive Committee /

Member of Corporate Governance Committee

Deputy Managing Director

5. Mr. Narun Wiwattanakrai Director / Member of Executive Committee /

Member of Risk Committee / Assistant

Managing Director

6. Mr. Polchet Likittanasombat Independent Director / Chairman of the Audit

Committee / Member of Corporate Governance

Committee

7. Mr. Chaiyut Thienvutichai Independent Director / Member of the Audit

Committee / Chairman of Nomination and

Compensation Committee / Member of Risk

Management Committee

8. M.R. Pensiri Chakrabandhu Independent Director / Member of the Audit

Committee / Chairwoman of Corporate

Governance Committee / Member of Nomination

and Compensation Committee

9. Mrs. Supee Pongpanich Independent Director / Chairwoman of Risk

Management Committee / Member of Corporate

Governance Committee

--Translation--

2/21

Other participants:

1. Ms. Jiranan Thanavinitskul Acting Chief Financial Officer

2. Ms. Benchaya Tanyacharoen Accounting Director

3. Ms. Sumana Punpongsanont Auditor from EY Office Limited

4. Ms. Nitikarn Supakalin Assistant Auditor from EY Office Limited

5. Mr. Prin Ekmanochai Company Secretary

All directors attended 100 % of this Meeting.

Commencement:

As Chairwoman of the Board of Directors, Mrs. Pranee Suphawatanakiat presided as

Chairwoman of the Meeting as prescribed by the Company’s Articles of Association No. 41.

Chairwoman thanked all the shareholders and informed the shareholders that there were 47

shareholders, holding aggregate amount of 4,746,274 shares, and 104 proxies holding

aggregate amount of 457,926,052 shares attended the Meeting. The 151 shareholders and

proxies who attended the Meeting held 462,672,326 shares, equivalent to 81.1706 percent of

the Company’s issued shares, which are 570,000,000 shares, constituting a quorum of the

Meeting as prescribed by the Company’s Articles of Association No. 38 Re: The Annual

General Meeting.

The Chairwoman then proceed the Meeting with the following agenda items:

Chairwoman has assigned Mr. Prin Ekmanochai, Company Secretary, to conduct the Meeting

and explain the rules and Company’s Articles of Association and voting procedures.

To comply with the good governance of a public company regulation of the Stock Exchange

of Thailand as well as to follow the Good Corporate Governance Policy of the Company, the

Company gave the opportunity for the shareholders to participate in which they can submit the

agenda for considering in the Annual General Meeting of Shareholders for year 2018 and for

nominating individual(s) to become the director(s) of the Company in advance. The

submissions and suggestions of the agenda are required to follow the guidelines that are

available on the company website at www.siamwellnessgroup.com/investor_relations/ from 8

January 2019 to 28 February 2019. After the closing date, there were no submissions or

suggestions from shareholders. In this meeting, there is a total of 8 Agendas as specified in the

invitation letter.

The Conductor explained to the Meeting regarding procedures of the Meeting and vote

casting. Shareholder who would like to ask questions, please raise your hand. After

Chairwoman approves, the shareholder shall introduce him/herself with his/her name and

shareholder status (shareholder/proxy) and address his/her question.

- When counting the votes, 1 share equals to 1 vote.

- Shareholder or Proxy under Proxy A or B shall make one decision per agenda

(Agree/ Disagree/Abstain)

- Proxy as Custody under Proxy C can split the vote in each agenda

http://www.siamwellnessgroup.com/investor_relations/

--Translation--

3/21

In order to quicken the vote counting, the Company shall collect ballots only in the case that

the shareholders make a disapprove vote or an abstain vote and the Company shall deduct such

votes from the total votes in each agenda to obtain the votes of approval.

For Agenda 5, approval of appointed directors, to comply with the Governance of Quality

Annual General Meetings, all votes will be collected. Each vote is for each director.

In the event that the shareholder makes mistake in the voting ballot, the shareholder shall cross

and put initial next to the cross otherwise it will be deemed as false vote.

In order to comply with the Governance of Annual General Meetings, the Company has

assigned 1 representative from EY Office Limited and 1 representative from the shareholders

as witness and ballot table.

1. Ms. Nitikarn Suphakalin Representative from EY Office Limited

2. Ms. Nida Pruksateerakul Shareholder



The Conductor proposed to the Meeting to consider and certify the minutes of the 2018

Annual General Meeting of Shareholders, held on March 27, 2018, of which the copy has been

delivered to all shareholders along with the invitation letter convening this Meeting. The

Conductor proposed to the Meeting to consider and certify the minutes of the 2018 Annual

General Meeting of Shareholders, held on March 27, 2018, as per the details stated above.

The Chairwoman asked Any Shareholders has any questions or suggestions?

Mr. Thara Cholpranee (Shareholder) suggest an amend in the Minutes of Annual General

Meeting of Shareholders for the Year 2018 that his name was misspelt from “Thada” to “Thara”

from Page 24 of the Minutes.

The Chairwoman acknowledged and apologized. Corrections shall be made.

Mr. Thara Cholpranee (Shareholder) suggested that the invitation letter shall not use QR

Code as it causes inconvenience and add burden to shareholder as it does not really save paper

as shareholder needs to print out a copy to review. If the Company would like to save paper,

I recommend that the Annual Report does not need to be sent, just the Financial Statement is

fine. Other Documents can be viewed from the Website.

The Chairwoman acknowledged and apologized. Improvement shall be made.

Ms. Roongruang Ngaongarmrut (Shareholder) supported Mr. Thara’s suggestions. Venue

information in both Thai and English should be provided.

The Chairwoman acknowledged and apologized. Improvement shall be made.

--Translation--

4/21

With no further questions, the Conductor informed that Resolution in this agenda shall be

approved by the majority votes of the shareholders attending the Meeting and casting their

votes. In the event of a tie, the Chairwoman will make additional vote as a resolution as

prescribed by the Company’s Articles of Association No. 43 and Public Limited Company Act

1992 No. 107

Resolution:

The Meeting resolved to adopt the Minutes of the Annual General Meeting of Shareholders of

Siam Wellness Group Company Limited No. 1/2018 held on March 27, 2018. By a majority

vote of the shareholders attending the meeting and casting their votes, details of which were as

followed:

Total 462,884,526 votes

Approved 462,876,426 votes or 99.9983 % * of total votes

Disapproved 100 votes or 0.0000 % * of total votes

Abstained 8,000 votes or 0.0017 % * of total votes

Void 0 votes or 0.0000 % * of total votes

*Percent of total shares of shareholders who attend the meeting and cast their votes

Agenda 2: To Acknowledge the Company’s Performance for the year 2018

The Chairwoman asked Mr. Wiboon Utsahajit, CEO, to report of the Company’s performance

for the year 2018

Mr Wiboon Utsahajit (CEO) stated that the Company operates 3 Spa brands which are

“RarinJinda Wellnes Spa” (5*), “Let’s Relax” (4*) and “Baan Suan Massage” (3*), and 2 new

brands which are “Stretch Me” and “Face Care”. As of 31st December 2018, there are a total

of 55 branches in which 49 branches are domestic and 6 branches are overseas.

- RarinJinda Wellness Spa 3 branches

- Let’s Relax 39 branches

- Baan Suan Massage 10 branches

- Stretch Me 2 branches

- Face Care 1 branch

“Stretch Me” and “Face Care” are our new business models. “Stretch me” is a Stretching Studio

by physiotherapists which attract a new group of customers whom are Thai with active lifestyle

such as sportsperson or office worker, whereas “Face Care” is a sophisticated Facial Spa that

offers facial massage and treatment with the first branch at Terminal 21 Pattaya.

In 2018, the Company opened 10 new domestic branches i.e. Let’s Relax Pattaya Beachfront,

Let’s Relax Aroma Hotel Bangkok, Let’s Beyond Patong, Let’s Relax Huahin Soi 100, Let’s

Relax Terminal 21 Pattaya, Let’s Relax the Allez Sukhumvit 13 (Hyatt Regency Hotel), Let’s

Relax Ace of Huahin, Stretch Me CentralWorld, Stretch Me Iconsiam, and Face Care Terminal

21 Pattaya. Also the Company opened 5 new branches overseas i.e. Let’s Relax Spa Phnom

Penh Mao Tse Toung Blvd., Let’s Relax Spa Phnom Penh Norodom Boulevard, Let’s Relax

Spa Phnom Penh Tonle Bassac in Cambodia, and Let’s Relax Spa Qingdao and Let’s Relax

Spa Tianjin in China.

--Translation--

5/21

Domestic Branches

- Quarter 1: -

- Quarter 2: Let’s Relax Pattaya Beachfront

- Quarter 3: Let’s Relax Aroma Hotel Bangkok, Let’s Beyond Patong, Let’s Relax

Huahin Soi 100

- Quarter 4: Let’s Relax Terminal 21 Pattaya, Let’s Relax the Allez Sukhumvit 13

(Hyatt Regency Hotel), Let’s Relax Ace of Huahin, Stretch Me CTW, Stretch Me

Iconsiam, and Face Care Terminal 21 Pattaya

Overseas Branches

- Quarter 1: Let’s Relax Spa Phnom Penh Mao Tse Toung Blvd. in Cambodia

- Quarter 2: Let’s Relax Spa Phnom Penh Norodom Boulevard in Cambodia, and

Let’s Relax Spa Qingdao and Let’s Relax Spa Tianjin in China.

- Quarter 3: Let’s Relax Spa Phnom Penh Tonle Bassac in Cambodia

In 2018 the Company had total Revenue of 1.152 billion baht, a growth of 19.8% from previous

year. As the business’s revenue structure, Spa contributed 87% Spa Products contributed 5%

Hotel & Food contributed 6% and Other Revenues contributed 2% of total revenue. As brand’s

revenue structure, Let’s Relax contributed approximately 87% of total spa revenue, whereas

RarinJinda Wellness Spa contributed 6% and Baan Suan Massage contributed 7%.

The 19.8% growth composed of 15.5% growth of Same Store Sales Growth (SSG) and 3.5%

from Expansion Store Sales Growth. Under brands, Let’s Relax grew 17%, Baan Suan Massage

grew 1.5% and RarinJinda is stable as there was no branch expansion.

In Sum, the Total Revenue is 1.152 billion baht and the Net Profit is 205.6 million baht. The

Net Profit grew 17.4%. The Net Profit is accounted as 18.1% of the Total Revenue.

In 2018, The Company has received many awards globally, regionally and nationally including

Best Investor Relations Awards for listed Company in mai from SET Awards 2018, Forbes

Best Under a Billion from Forbes Magazine which selected the best 200 Companies with

Revenue less than 1 billion US Dollars. SPA was one of the 3 Thai Companies selected for this

Award. The Company has also received Thailand Spa & Well-Being Awards 2018 and

Outstanding Brands.

The Chairwoman asked Any Shareholders have any questions or suggestions?

Ms. Roongruang Ngaongarmrut (Shareholder) asked out of 1.152billion baht Revenue,

what’s the proportion from domestic business and overseas business?

Mr. Narun Wiwattanakrai (Director) answered the main revenue (approximately 99%)

comes from domestic business (Spa Business, Hotel & Restaurant Business and Spa Product

Business), whereas about 1% comes from Overseas Business.

Ms. Roongruang Ngaongarmrut (Shareholder) asked What’s the proportion between Local

customer and Foreign customer

Mr. Narun Wiwattanakrai (Director) answered Foreign customer is about 75% and Local

customer is about 25%

--Translation--

6/21

Ms. Roongruang Ngaongarmrut (Shareholder) asked Does the Chinese Tourist has impact

on the business?

Mr. Narun Wiwattanakrai (Director) answered from the boat accident in Phuket has caused

some safety concerns for the Chinese Tourists travelling to Thailand. However, the business

has very small impact as our Chinese Tourist Segment is F.I.T. (Free Independent Traveler).

The Chinese Tourist Segment that dropped is the Group Tours.

Ms. Roongruang Ngaongarmrut (Shareholder) asked What’s the trends for Group Tours?

Mr. Narun Wiwattanakrai (Director) answered given that our tourist segment is F.I.T., we

have limited information on Group Tours.

Ms. Roongruang Ngaongarmrut (Shareholder) asked Does the Chinese Tourist from

Mainland or Hong Kong?

Mr. Narun Wiwattanakrai (Director) answered our Chinese Tourist are mixed. Our top 5

nationalities are Chinese (Mainland China), Hong Kong, Taiwanese, Japanese and Korean.

Ms. Roongruang Ngaongarmrut (Shareholder) asked from the news that there was a death

accident of customers who went for massage service, is there any impact?

Mr. Wiboon Utsahajit (CEO) answered the Company did not have any impact. From

customer’s perspective, they will seek service from reliable spa operators. This support our

business.

Ms. Roongruang Ngaongarmrut (Shareholder) asked Did the Revenue meet the Target?

Mr. Wiboon Utsahajit (CEO) answered last year, we set the Revenue Growth Target of 20-

25%. The Actual revenue slightly miss the target caused by the small impact from the boat

accident and the delayed opening of some branches as 6 new branches were opened in fourth

quarter.

Ms. Roongruang Ngaongarmrut (Shareholder) asked from the Opportunity Day’s statement

of the new opening branches in 2019. Will it be delayed like last year?

Mr. Wiboon Utsahajit (CEO) answered this year, we have secured all locations for the new

branches and will continue to open consecutively from first quarter.

Ms. Roongruang Ngaongarmrut (Shareholder) asked an increase of 20-25% in Revenue for

2018, did the EBITDA or Net Profit Margin Ration maintained?

Mr. Wiboon Utsahajit (CEO) answered the Company has maintained the Gross Profit (GP)

and Net Profit Margin (NP) as planned.

Mr. Direk Kunnawutvanich (Shareholder) asked from the death accident of spa customers,

has the Company set any measures or procedures to manage the potential risk including

overseas franchise branches?

--Translation--

7/21

Mr. Wiboon Utsahajit (CEO) answered the Company has raised importance about the service

standards. The Company has conducted training for Staff including Do and Don’t. Moreover,

the instructors and trainers have added on the precaution measures such as avoiding points or

customer assessment e.g. Customers who are pregnant, has skin disease, has heart problems or

cancer. If found to have potential symptoms, the Company will not provide the service.

Mr. Direk Kunnawutvanich (Shareholder) asked the standard Rental Term is 3 years. How

Company manages this especially for Outstanding Performance branch?

Mr. Wiboon Utsahajit (CEO) answered the Company normally has 3 years rental term with

obligation to renew another 2 terms of 3 years each (Total 9 years) with some adjustable rate.

For Outstanding Performance branch, the Company will seek negotiation with landlord during

the last rental term to ensure that the term can be renew. However, if renewal cannot be done,

the Company will seek nearby location to create convenience for customers.

Mr. Direk Kunnawutvanich (Shareholder) asked how can Company maintain Same Store

Sales Growth?

Mr. Narun Wiwattanakrai (Director) answered the peak time for the Spa Business is

normally weekday evening and weekend whereas the off-peak time is weekday daytime. The

Marketing Team will use different marketing strategies to attract customers during the gaps.

Mr. Direk Kunnawutvanich (Shareholder) asked has Company publicize about the awards

received?

Mr. Narun Wiwattanakrai (Director) answered Yes. Since majority of our customers are

foreign tourists, thus we communicate through channels that target those. For Thai customers,

we also do.

Mr. Direk Kunnawutvanich (Shareholder) asked In the Annual Report, some of Directors

and Executives are the creditors of the Company such as overseas travelling allowance. Can

this be fixed?

Mr. Wiboon Utsahajit (CEO) answered for overseas travelling allowance, given that there is

exchange rate fluctuation, the Directors and Executives will advance the expenses then

reimburse on the return date’s exchange rate to avoid the differences in exchange rate.

Mr. Kriangkamol Teerasaksopon (Shareholder) asked How does Business in China doing?

Any tax issues?

Mr. Wiboon Utsahajit (CEO) answered this is one of the reasons the Company chose to do

under Franchise model as China has quite complicated regulations. At first phase, the Company

can learn and see if any problems or challenges occurred. From our 3 branches in China, each

province has different regulations. For tax, the franchisee is liable to comply. The Company

only acknowledged the Franchise fee and Monthly Royalty fee. In each province, there is

slightly different issues. For example, in Yunnan, after 2 years operations, the number has

slightly increased. At the opening, the sales were a bit slow as the building was not officially

opened. After move-in, the customer increase as brand awareness increased. For Qingdao and

Tianjin, during Winter, there is less foot traffic. The Company has learned many things and

will have preparation for new branch opening.

--Translation--

8/21

Mr. Kriangkamol Teerasaksopon (Shareholder) asked In Kunming, there is news that the

salary increase quite quick. How Company control quality? How Company build brand in

China? Many foreign businesses such as Commercial Banks face many restrictions when

operate in China, how Company cope with this? Any impact?

Mr. Wiboon Utsahajit (CEO) answered in each province, the regulation is not the same. Some

are concerned on labor. But our franchise model, we bring trainers to train the locals. For

labour, it is the responsibility of the franchisee. Company provides service standard assessment

and audit quarterly.

With no further questions, the Conductor informed that Resolution in this agenda does not

require votes.

Resolution: The Meeting acknowledged the report on the operating results of 2018, as

proposed.

Agenda 3: To Consider and Approve the Company’s Financial Statements for the

Year Ended December 31, 2018

The Chairwoman asked Ms. Jiranan Thanavinitskul (Acting Chief Financial Officer), to

report the Company’s Financial Statements for the Year Ended December 31, 2018

Ms. Jiranan Thanavinitskul (Acting Chief Financial Officer), stated that the Company

Financial Statements have been approved by EY Office Limited and has been approved by the Audit

Committee and the Board of Directors. Details as specified in the Annual Report.

Statement of Comprehensive Income 2016 – 2018

Million THB

Details 2016 2017 2018

Revenue 739.12 962.39 1,152.49

Costs of Goods Sold 484.68 619.56 750.13

Gross Profit 240.51 328.09 384.12

SG&A 89.04 130.34 152.48

Net Profit Before Tax 165.40 212.49 249.88

Interest 1.57 6.57 8.84

Tax 22.86 30.75 35.44

Net Profit After Tax 140.97 175.17 205.60

Other Items - -2.24 49.86

Net Profit 140.97 172.93 255.46

--Translation--

9/21

Statement of Financial Position

Million THB

31 December

2018

31 December

2017

an increase

/a decrease (+/-) %

Total Assets 1,369 1,176 193 16

Total Liabilities 399 421 -22 -5

Total Shareholder Equity 970 755 215 28

Million THB

Assets 31 December

2018

31 December

2017

an increase

/a decrease (+/-) %

Cash or Cash Equivalent 79 67 12 18

Current Investments 32 76 -44 -58

Trade or Other Receivables 24 12 12 100

Inventories 31 28 3 11

Property, Plant and Equipments 1,067 889 178 20

Million THB

Liabilities 31 December

2018

31 December

2017

an increase

/a decrease (+/-) %

Short Term Loan 84 69 15 22

Long Term Loan 126 185 -59 -32

Liabilities under Financial

Lease Agreement

0.4 0.7 -0.3 -43

Provision for Long Term

Employee Benefits

14 11 3 27

--Translation--

10/21


Mr. Thara Cholpranee (Shareholder) asked in Page 139 of Annual Report, in 2017, The

Revenue of Consolidated is 962 million baht and the Revenue of the Separated is 893 million

baht. For subsidiary companies, the revenue is about 70 million baht. Net profit increases 14-

15 million baht from 160 million baht to 175 million baht.

However, in 2018, The Revenue of Consolidated is 1.152 billion baht and the Revenue of the

Separated is 1.115 billion baht. Increase of 40 million baht. The Net Profit of the Separated is

205 million baht. This shows that there is an increase in revenue of the subsidiary companies

of 40 million baht, but no increase in Net Profit. In addition, there is additional profit from the

increase in appraisal of Land which shows increase in Net Profit but not from operation. Why

there is no additional net profit from subsidiary companies?

Moreover, looking at Separated, there is dividend collection over 25 million baht from

subsidiary companies. If subsidiary companies do not have net profit, why dividend was paid?

Long Term Loan and Accrued Interest Receivable approximately 8 million in Page 137 of

Annual Report and Short Term Loan and Accrued Interest Payable approximately 4 million

baht in Page 138 of Annual Report. In Notes no. 7 Page 164 of Annual Report, the details of

the Long Term Loan and Accrued Interest Receivable approximately 8 million with interest

rate of MLR-2.175 per year with payment in June and August 2023. While Short Term Loan

and Accrued Interest Payable approximately 4 million baht. The lenders are Company’s

Directors. It stated 50 million baht with the interest rate of 5% per year. Is MLR-2.175% more

than/ equal / less than 5% per year. Please clarify.

Mr. Wiboon Utsahajit (CEO) answered the related loan is 50,000 baht not 50 million baht

Mr. Polchet Likittanasombat (Director) added that in Note, the main creditor is the overseas

travelling allowance advanced by Director total is 1 million baht, an increase of 50,000 baht.

5% is the interest rate framework. If compared with MLR-2.175 it’s not much difference.

Mr. Thara Cholpranee (Shareholder) asked what about the additional revenue of subsidiary

companies but no additional net profit?

Ms. Jiranan Thanavinitskul (Acting

Chief Financial Officer) answered in Consolidated Financial Statements, the Revenue and

Net Profit may not be in same pattern as there might be some related party transactions between

Company and Subsidiary Companies which may offset.

Mr. Thara Cholpranee (Shareholder) asked what about the dividend?

Ms. Jiranan Thanavinitskul (Acting Chief Financial Officer) answered SWR’s dividend

has never been paid out. It does not impact the consolidated Financial Statements.

Mr. Direk Kunnawutvanich (Shareholder) asked the new law about the retired employees,

any impact?

--Translation--

11/21

Ms. Benchaya Thanyacharoen (Accounting Director) answered the new law which adjust

from 300 days to 400 days, after consulted with EY Co.,Ltd, it does not have impact.

Ms. Jiranan Thanavinitskul (Acting Chief Financial Officer) answered from the note, the

best estimate impact is 2 million baht, however it will change if assumption change.

Mr. Nawaporn Piyapojjankorn (Shareholder) asked the M&A of Chaba Elegance, will it

be consolidated in this year’s financial statement? In the ELCIT document, the estimated

revenue of Chaba in 2018 is 61 million baht with net profit margin of 16-20%. How is 2019?

The Company paid 125 million baht of which 100 million baht is loan. When will the interest

payment start? 125 million including quite a lot of Goodwill. How this account?

Mr. Narun Wiwattanakrai (Director) answered The Company started acknowledge Chaba’s

Revenue in Company’s Consolidated Financial Statement from January 1, 2019. We estimate

Chaba’s Revenue to be approximately 5% of this year’s Total revenue.

Prior to 2019, Chaba was operated as SME and just registered the Company in October 2018.

Thus, 2018 Revenue cannot be disclosed publicly. We forecast Chaba’s Revenue to be

approximately 5% of this year’s Total revenue. Net Profit Margin should be around 15-20%.

Interest Payment will be start from 2019 also.

Ms. Jiranan Thanavinitskul (Acting Chief Financial Officer) added the buyout value 125

million will be assessed with forward asset value. After that, the goodwill will then be assessed.

Mr. Nawaporn Piyapojjankorn (Shareholder) asked the Chinese Tourist Arrivals in January

increase 5% and February drop 10%. Any impact? Last year’s Utilization rate is 82% with

Quarter 4 being 75%. From the current arrivals, how will the operating results be?

Mr. Narun Wiwattanakrai (Director) answered January Chinese Tourist Arrivals increase

10.29% while February Chinese Tourist Arrivals drop 12.29%. First two months, Chinese

Tourist Arrivals is 2.1 million tourists, no change compared two first two months in 2018. Out

of 2.1 million tourists, about 60% is F.I.T. and 40% is Group Tours. However, from

observation, the first quarter we see good number of Chinese Tourist spa customers as it is the

high season. We didn’t see any impact.

Ms. Roongruang Ngaongarmrut (Shareholder) asked What’s the proportion from overseas

business?

Mr. Narun Wiwattanakrai (Director) answered from last year’s revenue of 1.152 billion

baht, about 1% comes from Overseas Business

Ms. Roongruang Ngaongarmrut (Shareholder) asked the 1% of 1.152 billion baht revnue is

all profit?

Mr. Narun Wiwattanakrai (Director) answered 1% of 1.152 billion baht is approximately

10 million baht. There are some costs occurred from Overseas business such as training and

quality control.

Ms. Roongruang Ngaongarmrut (Shareholder) asked What’s the net profit margin for

Overseas business?

--Translation--

12/21

Mr. Narun Wiwattanakrai (Director) answered we cannot disclose exact net profit margin

as there are some indirect costs from some departments. However, all costs are recorded in

Cost of Goods Sold.

Mr. Thara Cholpranee (Shareholder) asked on Page 32 of Annual Report, SWR was

founded on 30 March 2005 with registered capital of 60 million baht and SWL was founded

on 6 December 2007 with registered capital of 1 million baht however in the Note no. 13, the

investment in subsidiary companies, SWL paid up capital is 1 million baht but capital is 2

million and SWR capital is 98 million baht. Please clarify. Also, on Page 61 of Annual Report,

change in Shareholding of Directors and Executives is not so clear. Please amend.

The Chairwoman acknowledged and apologized. Corrections shall be made.



votes.

Resolution:

The Meeting resolved to approve the financial statements of the Company and its subsidiaries

for the year ended December 31, 2018. By a majority vote of the shareholders attending the

meeting and casting their votes, details of which were as followed:




Abstained 0 votes or 0.0000 % * of total votes



Agenda 4: To Consider and Approve the Distribution of a Dividend from the

Operating Performance for the Year 2018

The Conductor informed the Meeting that the Company’s dividend policy is to pay out at least

40 percent of its net profit, after deducting income tax and legal reserve. Each year’s payout

depends on the Company’s investment plan, necessity, and future considerations. Upon

approval by the Board of Directors, the annual dividend payout shall be presented to the

shareholders’ meeting for approval.

Dividend shall be considered from net profit only.

The Board of Directors at its meeting No.1/2019 on February 22, 2019 had approved the

payment of the dividend from the profits earned from the operations of the Company

(separated) amount 205,515,586 baht (Two hundred five million and five hundred fifteen

thousand and five hundred eighty six baht ) at the rate of THB 0.15 (zero point fifteen baht)

per share for the total eligible shares of 570,000,000 shares (five hundred and seventy million

shares) in the total amount of 85,500,000 Baht (Eighty five million and five hundred thousand

baht) with the record date of April 5, 2019 and dividend payment date of April 26, 2019.

--Translation--

13/21




votes.

Resolution:

The Meeting resolved to approve the payment of the dividend from the profits earned from the

operations of the Company for the year 2018 at the rate of THB 0.15 (zero point fifteen baht)

per share for the total eligible shares of 570,000,000 shares (five hundred and seventy million

shares) in the total amount of 85,500,000 Baht (Eighty five million and five hundred thousand

baht) with the record date of April 5, 2019 and dividend payment date of April 26, 2019. By a

majority vote of the shareholders attending the meeting and casting their votes, details of which

were as followed:




Abstained 0 votes or 0.0000 % * of total votes



Agenda 5: To Consider and Approve the Election of Directors in place of the directors

whose terms expired by rotation

The Conductor stated that “one-third of the directors must retire from the office by rotation at

the Annual General Shareholders Meeting. If the number is not a multiple of three, then the

number nearest to one-third, must retire from office. A director who vacates the office under

this Article may be re-elected”. Company was transformed to Public Company on 8 May 2014.

Therefore, three directors who are due to retire by rotation in the year 2019 were as followed:

1. Mr. Wiboon Utsahajit (Director / Chief Executive Officer / Chairman of Executive

Director)

2. Mr. Chaiyut Thienvuthichai (Director / Independent Director / Audit Committee /

Chairman of Nomination and Compensation Committee / Risk Committee)

3. Mrs. Supee Pongpanich (Director / Independent Director / Chairwoman of Risk

Committee / Corporate Governance Committee)

The Nomination and Compensation Committee has thoroughly considered the nomination of

directors by taking into consideration the qualifications, experiences and expertise of all three

nominees, including their previous performance. The Board has accordingly agreed to present

to this Meeting for its approval of the re-election of three directors, who are due to retire by

rotation, to resume their positions as the directors of the Company for another session with the

same job titles as their previous ones.

--Translation--

14/21


The Conductor for clarity, I would like to invite Mr. Wiboon Utsahajit, Mr. Chaiyut

Thienvuthichai and Mrs. Supee Pongpanich to leave the room during the vote of this agenda.

These directors can return to the Meeting when considering the next agenda.



votes.

1. Each shareholder has the number of votes equals to number of shares

2. Each shareholder can select one or more candidate as director

3. Candidate with the most number of votes will be selected. Candidates will be selected

according to number of vacant director’s numbers available. If the vote is equal, the

Chairwoman will be the decision-maker (No.17)

Resolution:

By a majority vote of the shareholders attending the meeting and casting their votes, details

of which were as followed:

1. Re-elect Mrs. Supee Pongpanich as Director / Independent Director / Chairwoman of Risk

Committee / Corporate Governance Committee




Abstained 348,400 votes or - % * of total votes



2. Re-elect Mr. Chaiyut Thienvuthichai as Director / Independent Director / Audit Committee

/ Chairman of Nomination and Compensation Committee / Risk Committee



Disapproved 13,019,200 votes or 2.8146 % * of total votes

Abstained 348,400 votes or - % * of total votes



3. Re-elect Mr. Wiboon Utsahajit as Director / Chief Executive Officer / Chairman of

Executive Director



Disapproved 65,797,400 votes or 16.4736 % * of total votes

Abstained 63,500,400 votes or - % * of total votes



--Translation--

15/21

The Conductor invited Mr. Wiboon Utsahajit, Mr. Chaiyut Thienvuthichai and Mrs. Supee

Pongpanich back to the Meeting.

Agenda 6: To Consider and Approve the Remuneration of the Directors for the year

2019

The Conductor According to No. 34 and 44 of the Company’s Articles of Association, the

directors are entitled to receive remuneration in the form of reward, meeting allowance,

gratuity, bonus or other form of benefit under the articles of association or as determined by

shareholders meeting in either fixed sum or under certain criteria.

The Nomination and Compensation Committee has considered the remuneration for the

Directors from the performance of the year 2018 of the company, their duties and

responsibilities and comparison with the remuneration payment of the other listed companies

on the Stock Exchange of Thailand. After due consideration, the Board then deemed it

appropriate to propose this Meeting to approve the directors’ remuneration for the year 2019

as the same rate as previous year’s rate below:


Existing Rate

2019

Proposed Rate


1. Director’s Remuneration



- Chairwoman 22,000 Baht


* If one has been selected to more

than one position, one shall receive

on ly the h ighes t r a t e o f t he

position.




- Chairwoman 22,000 Baht





position.






- Chairwoman / Director

12,000 Baht

- Chairwoman / Director

12,000 Baht

2. Audit Committee’s

Remuneration




- Audit Committee 16,500 Baht


- Audit Committee 16,500 Baht

--Translation--

16/21


Existing Rate

2019

Proposed Rate





position.


Audit Committee will not receive

the monthly allowance as Director




position.


Audit Committee will not receive

the monthly allowance as Director




12,000 Baht


12,000 Baht


the Nomination and

Compensation

Committee






4. Meeting Allowance

for the Risk Management

Committee


-Chairwoman 8,000 Baht





the Corporate Governance

Committee






6. Bonus 2,450,000 Baht 2,450,000 Baht


approved by at least 2/3 (two-thirds) votes of the shareholders attending the Meeting and

casting their votes.

Resolution:

The Meeting resolved to approve the remuneration of directors for the year 2019’s proposed

rate. By an at least 2/3 (two-thirds) vote of the shareholders attending the meeting and casting

their votes, details of which were as followed:

--Translation--

17/21


Approve 449,884,964 votes or 97.1858 % * of total votes

Disapprove 13,019,200 votes or 2.8125 % * of total votes

Abstain 8,000 votes or 0.0017 % * of total votes



Agenda 7: To Consider and Approve the Appointment of the Company’s Auditor and

the Determination of the Audit Fee for the year 2019

The conductor stated that According to section 120 of the Public Limited Companies Act and No.

60 of the Company’s Articles of Association, the appointment of the auditor and the determination

of the audit fee shall be brought into consideration in the Annual General Shareholders’ Meeting.

This year, the Board of Directors, with recommendation of the Audit Committee, has

thoroughly considered proposing for the appointment of

1. Ms. Sumana Punpongsanon, certified public accountant no. 5872 and/or

2. Mr. Sophon Permsirivallop, certified public accountant no. 3182 and/or

3. Ms. Rungnapa Lertsuwankul, certified public accountant no. 3516 and/or

4. Ms. Pimjai Manitkajohnkit, certified public accountant no. 4521 and/or

5. Mrs. Gingkarn Atsawarangsalit, certified public accountant no. 4496 and/or

6. Mr. Chayapol Suppasedtanon, certified public accountant no. 3972 and/or

7. Ms. Rosaporn Decharkom, certified public accountant no. 5659 and/or

8. Ms. Orawan Techawatanasirikul, certified public accountant no. 4807

of EY Office Limited as the Company’s auditor for the year 2019, with the audit fee in total of

THB 1,512,000. (An increase of 112, 000 Baht from the previous year)


Mr. Thara Cholpranee (Shareholder) asked why Company submit 8 auditors? This is quite

a lot compared to other listed companies.

Ms. Sumana Punpongsanont (Auditor) answered the reason is that Listed Company shall

have Auditor Rotation policy, therefore EY Co., Ltd provided the set of auditors.

Mr. Thara Cholpranee (Shareholder) asked Should EY Co., Ltd manage internally and

submit just 3-4 auditors or simply add “or any additional auditor provided”?

Ms. Sumana Punpongsanont (Auditor) acknowledged and thank you for suggestion.

--Translation--

18/21



votes.

Resolution:

The Meeting resolved to approve appointment of

1. Ms. Sumana Punpongsanon, certified public accountant no. 5872 and/or

2. Mr. Sophon Permsirivallop, certified public accountant no. 3182 and/or

3. Ms. Rungnapa Lertsuwankul, certified public accountant no. 3516 and/or

4. Ms. Pimjai Manitkajohnkit, certified public accountant no. 4521 and/or

5. Mrs. Gingkarn Atsawarangsalit, certified public accountant no. 4496 and/or

6. Mr. Chayapol Suppasedtanon, certified public accountant no. 3972 and/or

7. Ms. Rosaporn Decharkom, certified public accountant no. 5659 and/or

8. Ms. Orawan Techawatanasirikul, certified public accountant no. 4807

of EY Office Limited as the Company’s auditor for the year 2019, with the audit fee in total of

THB 1,512,000. (An increase of 112, 000 Baht from the previous year)

By a majority vote of the shareholders attending the meeting and casting their votes, details of

which were as followed:


Approve 462,912,064 votes or 100.0000 % * of total votes

Disapprove 100 votes or 0.0000 % * of total votes

Abstain 0 votes or 0.0000 % * of total votes



Agenda 8: To consider and other matters (if any)

The Conductor stated that the Company gave the opportunity for the shareholders to participate

in which they can submit the agendas for considering in the Annual General Meeting of

Shareholders for year 2019 and for nominating individual(s) to become the director(s) of the

Company in advance. The submissions and suggestions of the agenda are required to follow

the guidelines that are available on the company website at

www.siamwellnessgroup.com/investor_relations/ from 8 January 2019 to 28 February 2019.

After the closing date, there were no submissions or suggestions from shareholders.

Moreover, According to Public Companies Act No. 105(2) and Company’s Articles of

Association No. 40, if at least 1/3 of shareholders request an additional Agenda to be discussed

in the Annual General Meeting, an additional Agenda can be added.


http://www.siamwellnessgroup.com/investor_relations/

--Translation--

19/21

Mr. Sakon Kuntula (Shareholder) asked

1. Can Management share the performance of domestic and overseas branches? Its

competitors?

2. What’s the future plan of Baan Suan Massage?

Mr. Wiboon Utsahajit (CEO) answered each year we plan an expansion of 10 new branches

domestically divided between the 3 brands (RarinJinda Wellness Spa, Let’s Relax Spa, Baan

Suan Massage) and 2 new business units (Stretch me and Face Care). This does not include

Chaba Nails which is the business we recently acquired 76% stake and the founder (remaining

24% stake) still manage. For overseas, we didn’t set the number target as it is quite difficult as

we need to carefully select the Partners. If too rush, the Partner may not be the right one.

For Competitors, we do not see any direct competitor because the size is difference. There

might some indirect competitor who may conduct similar business but target different customer

segment. For our company, the key customer segment is Foreign tourists (about 75%).

Baan Suan Massage currently has 10 branches. Let’s Relax, our flagship brand, has higher

Gross Profit Margin and still has demand in the market in many existing cities such as Phuket

and Pattaya and new cities such as Chiang Rai and Hat Yai, thus we have not focused on Baan

Suan Massage for the moment.

In conclusion, we still focus on business expansion in Health & Wellness sector which is

today’s trends and can diversified in many areas such as Beauty, Wellness Residence. Thank

you.

Mr. Nawaporn Piyapojanakorn (Shareholder) asked

1. Since Quarter 4, Gross Profit margin slightly drop. Is it from the new branches’ negative

EBITDA? Please clarify? For this year, with 10 planned new branches. Can Company

maintain GP Margin this year?

2. Utilization Rate also dropped. What’s the normalized Utilization Rate?

Mr. Narun Wiwattanakrai (Director) answered

1. GP Margin drops because we open 6 new branches in last quarter. Normally, it takes

approximately 3-6 months to make EBITDA positive. This year, the Company will

divide the opening across 4 quarters. GP Margin should be maintained around 34-36%

2. The declined utilization rate caused by the boat accident and the opening of new

business unit. The latter will take time for customer to aware and come and use.

Company will try to maintain above 80% Utilization Rate.

Mr. Kriangkamol Teerasaksopon (Shareholder) asked

1. Last year SET drops around 10% but the share price of SPA drops about 80%. Anything

concerned? How is it compared to similar company in the industry?

2. Any policy of shareholder’s sale or buyback?

3. What’s the dividend policy?

--Translation--

20/21

Mr. Wiboon Utsahajit (CEO) answered

1. About the share price, the Executives do not monitor. I suspect that the drop in share

price is from the market condition and investor’s view that the performance of

Company rely on Chinese Tourist Market. However, Company’s Result show that

Company still had great performance despite several events that impact tourist market.

The impact is on Chinese Group Tours, but our key target group is Chinese F.I.T which

is less risk aversive

2. The main shareholders who are the Company Executives still have high trust in the

business. They still have no plan to sell any shares as the Business still doing well.

3. For dividend, we free float around 30% which is suitable. If shareholder sell shares, it

might cause some confusion. We acknowledged your suggestion on the dividend.

Mr. Thara Cholpranee (Shareholder) asked

1. From Page 172 of Annual Report Note number 13: Investment in subsidiary companies,

the Company requested for the closure of Siam Wellness (Cambodia) Co., Ltd as the

business model has changed from Direct Investment to Franchise in 3 branches (Mao

Tse Toung, Norodom, Tonle Bassac), please add the branch status in the Report to be

more clarity.

2. Which model is better between direct investment and franchise? How impact?

3. What’s the average working hours per day of therapist? What’s the most efficient

working hours?

Mr. Wiboon Utsahajit (CEO) answered

1. At first, the Company planned to do direct investment thus we set up Siam Wellness

(Cambodia) Co.,Ltd but there were some legal and tax issues. As a result, with the

Company as a publicly listed company whom has to comply with all the laws and

regulations maybe disadvantage to local competitors in terms of Cost of Operations and

cannot compete. So we decided to change to Franchise Model. The local franchisee can

then use the advantage of Let’s Relax brand to attract additional Chinese Tourists to the

Spa. With this, the local franchisee will be liable for tax.

2. Domestically, we prefer self-investment. For overseas, some countries are quite risky,

franchise will be more ideal. Self-Investment is more beneficial in the long term in

terms of the returns but franchise is least risk especially in country that we are not

familiar with the consumers and the laws and regulation

3. We set standard working hours of 8 hours, in which on average they work around 6

hours per day which good work-life balance. Our therapist is contractual and on pay

per job basis. Comparing to the minimum wage, they are receiving quite above. Junior

can earn from 15,000 Baht per month and Senior could earn up to 40,000 Baht per

month.

Mr. Direk Kunnawutvanich (Shareholder) asked following another shareholder’s question

about the share price? I suggest that Company get more coverage in analyst paper and do public

relations so investors know the Company better.

Mr. Wiboon Utsahajit (CEO) answered thank you for the suggestions. Currently, many

analyst papers already covered with Company

--Translation--

21/21

Mr. Kriangkamol Teerasaksopon (Shareholder) asked How is the competitiveness in Spa

Product Market? What’s the plan?

Mr. Narun Wiwattanakrai (Director) answered we see potential growth for this market. For

the past 2 years, we have done SWOT analysis and market survey. We now under rebranding

process and new packaging design. New Collection should be launched in Quarter 2 this year.

We see good potential for this market.

The Chairwoman added that the Company has been publicly listed in the Stock Exchange of

Thailand for over 4 years and now has appointed the Corporate Governance Committee to

understudy Anti-Corruption and will submit the study report to the Audit Committee.

Currently, the Committee is in the set up and study process. If completed, the Company will

announce some Anti-Corruption Statement.

Since there were no further questions, the Chairwoman, therefore, thanked all shareholders

for their attendance at the Meeting. Should the shareholders have any question or enquiry,

please contact the Company Secretary at Telephone number: 0-2641-6619-20 or E-mail:

[email protected] and the Meeting was closed at 12.00 hours.

-Signature-

(Mrs. Pranee Suphawatanakiat)

Chairwoman of the Meeting

-Signature-

(Mr. Prin Ekmanochai)

Company Secretary

Rapporteur

mailto:[email protected]

Attachment No. 3

1

Profile of Director

Name Mr. Prasert Jiravanstit Age 57 Position Director / Managing Director / Executive Director /

Nomination and Compensation Committee Date of Appointment 28 November 2001 Education Bachelor of Marketing, Bentley University, USA Training from Institute of Directors (IOD)

Course Year Director Accreditation Program (DAP) 2013

Work Experience

Period Position Company Business Type 2001-Present 2018 - Present

Director Managing Director Executive Director Nomination and Compensation Committee

Siam Wellness Group Public Company Limited

Spa

2005-Present Director Executive Director

Siam Wellness Resort Company Limited

Hotel & Restaurant

2007 – Present Director Executive Director

Siam Wellness Lab Company Limited

Spa Products

2011 – Present Director

Siam Wellness Education Company Limited

Massage School

2013 – Present

Vice President International Relations Director

Thai Spa Association Association

Attachment No. 3

2

Current Position Director / Managing Director / Executive Director / Nomination and Compensation Committee, Siam Wellness Group Public Company Limited

Other Position Public Company None Other Companies 4 companies

- Director and Executive Director, Siam Wellness Resort Company Limited

- Director and Executive Director, Siam Wellness Lab Company Limited

- Director, Siam Wellness Education Company Limited - Vice President, Thai Spa Association

Other companies that may have conflict of interest none

Specialization Marketing

Attendance to Meeting 8/8 (From January 1 – December 31, 2019)

Attachment No. 3

1

Profile of Director

Name Mrs. Thanit Amorntirasan Age 58 Position Director / Deputy Managing Director / Executive Director /

Corporate Governance Committee Date of Appointment 28 November 2001 Education Bachelor in Architecture, Chulalongkorn University Master in Graphic Design, California State University, USA Master in Business Administration, Chulalongkorn University Training from Institute of Directors (IOD)

Course Year Director Accreditation Program (DAP) 2013

Work Experience

Period Position Company Business Type 2010-Present Director

Deputy Managing Director Executive Director Corporate Governance Committee


Spa

2017 – Present Director Klom Kliao Pattana Company Limited

Real Estate

2007 – Present Director Siam Wellness Lab Company Limited

Spa Products

2005-Present Director Siam Wellness Resort Company Limited

Hotel & Restaurant

2010 - Present

Director Executive Director

Asian Fortune Property Company Limited

Real Estate

2013- Present Director

Utsahajit Holding Company Limited

Holding Company investing in Printing Company and Service Apartment

2013 – Present Director Cyberprint Group Printing

Attachment No. 3

2

Period Position Company Business Type Company Limited

1989 – 2013 Director B.U. Place Company Limited

Service Apartment

2005 – 2013 Director Executive Director

C.P.I. Interprint Co.,Ltd Printing

Current Position Director / Deputy Managing Director / Executive Director / Corporate Governance Committee, Siam Wellness Group Public Company Limited


- Director, Klom Kliao Pattana Company Limited - Director, Siam Wellness Lab Company Limited - Director, Siam Wellness Resort Company Limited - Director, Asian Fortune Property Company Limited - Director, Utsahajit Holding Company Limited - Director, Cyberprint Group Company Limited


Specialization Graphic Design and Business Administration


Attachment No. 3

1

Profile of Director

Name Mr. Narun Wiwattanakrai Age 33 Position Director / Assistant Managing Director / Executive Director /

Risk Committee Date of Appointment 2 March 2013 Education Bachelor in Economics / Political Studies, University of Auckland, New

Zealand Master of Business Administration in Marketing / Strategic

Management, Sasin Graduate Institute of Business Administration of Chulalongkorn University

Training from Institute of Directors (IOD)

Course Year Director Accreditation Program (DAP) 2013 Risk Management Program (RMP) 2014

Other Training - Certificate, Academy of Business Creativity Class Talent 3, Sripatum University - Certificate, Digital Edge Fusion Class 3, Sripatum University

Work Experience

Period Position Company Business Type 2013-Present Director

Assistant Managing Director Executive Director Risk Committee


Spa

2018 – Present Director G.G.P. Property Company Limited

Real Estate

2005 - Present Director Executive Director

Siam Wellness Resort Company Limited

Hotel & Restaurant

2008 - Present Director Executive Director

Siam Wellness Lab Company Limited

Spa Product

2010 - Present

Director

Asian Fortune Property Company Limited

Real Estate

Attachment No. 3

2

Period Position Company Business Type 2008-2009

Business Development Executive

Cyberprint Group Company Limited

Printing

Current Position Director / Assistant Managing Director / Executive Director / Risk Committee, Siam Wellness Group Public Company Limited


- Director and Executive Director, Siam Wellness Resort Company Limited

- Director and Executive Director, Siam Wellness Lab Company Limited

- Director, Asian Fortune Property Company Limited - Director, G.G.P. Property Company Limited


Specialization Marketing


Attachment No. 4

Profile of the Auditor Name: Audit Firm: CPA No.: Period of Work: Position:

Ms. Sumana Punpongsanon EY Office Limited 5872 Over 20 years Audit Partner

Qualification: - Certified Public Accountant (Thailand) - Approved auditor of the Thai Securities and Exchange Commission and the Stock

Exchange of Thailand - Professional Accounting Committee on Accounting Education and Technology of the

Federation of Accounting Professions under the Royal Patronage of his Majesty the King

- International Education Standards (IES) Translation Working Group of Federation of Accounting Professions under the Royal Patronage of his Majesty the King

Education: - Bachelor’s degree in accounting from Chulalongkorn University - Master’s degree in accounting from Chulalongkorn University

Work Experience: - Experience serving a wide variety of audit clients, including those in finance and

securities, real estate and manufacturing businesses. These clients include SET-listed companies and multi-national corporations

- Conducted for merger or acquisition purposes, including the accounting due diligence of the troubled finance companies suspended by the authorities during the 1997 financial crisis

Other Conflict of Interest: - None -

Telephone Number and E-mail: Tel.: Fax: E-mail:

+66 2264 0777 / +66 2264 9090 +66 2264 0789-90 [email protected]

Attachment No. 4

Profile of the Auditor

Name: Audit Firm: CPA No.: Period of Work: Position:

Mr. Chayapol Suppasedtanon EY Office Limited 3972 25 years Audit Partner

Qualification: - Certified Public Accountant (Thailand)

- Approved auditor of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand

Education: - Accounting graduate of Chiang Mai University

- Master’s degree in business administration from Ramkhamhaeng University

Work Experience: - In over 25 years of extensive experience of auditing, with a varied portfolio of both Thai

and multinational clients, including comprehensive exposure in the real estate and construction, manufacturing, livestock, property fund, foods and beverage, restaurant and trading sectors. Serves various SET-listed and multinational clients

- Extensive involvement in due diligence exercises, and management consultancy work in a wide range of industries

- Conducted for the accounting due diligence in a wide range of industries



+66 2264 0777 / +66 2264 9090 +66 2264 0789-90 Chayapol.Suppasedtanon.ey.com

Attachment No. 4



Ms. Orawan Techawatanasirikul EY Office Limited 4807 Over 24 years Audit Partner



Education: - Bachelor's degree and Master’s degree in Accounting from Thammasat University

- Diploma program in Auditing from Thammasat University

Work Experience: - Lead wide range of audit assignments for numerous large corporations in a variety of

industries; comprising both SET-listed companies and multinational clients with cross-border businesses. Her areas of particular expertise are automotive business, agriculture, manufacturing, entertainment, services, healthcare products, real estate, hospital and hotel business

- Work quite extensively on management advisory, due diligence, the J-SOX internal control attestation procedure for automotive manufacturing company and SET listing engagements



+66 2264 0777 / +66 2264 9090 +66 2264 0789-90 [email protected]

Attachment No. 4



Ms. Kirdsiri Kanjanaprakasit EY Office Limited 6014 Over 20 years Audit Partner



Education: - Bachelor's degree in Accounting from Kasetsart University

- Master’s degree in Accounting from Thammasat University

Work Experience: - Lead wide range of audit assignments for numerous large corporations in a variety of

industries; comprising both SET-listed companies and multinational clients with cross-border businesses. Her areas of particular expertise are real estate, manufacturing, securities and service businesses.

- Extensive experience in regular audits, internal control attestation, public offering and rendering of advisory services.



+66 2264 0777 / +66 2264 9090 +66 2264 0789-90 Kirdsiri.Kanjanaprakasit @th.ey.com

Attachment No. 5

Proxy Form A (General Form)

Place_________________________

Date ____ Month_______________ B.E. ______

1. I/We_______________________________________________

Nationality_____________________

Residing at No. _________ Road______________________

Tambol/Kwaeng_______________________

Amphur/Khet___________________ Province________________________ Post Code _____________

2. As a shareholder of Siam Wellness Group Public Company Limited, holding a total number of

_________________ share(s) and shall hold_________________number of vote(s) as follows: Ordinary share__________________share(s) and shall hold__________________number of votes

Preference share________________share(s) and shall hold__________________ number of votes

3. Hereby appoint

(1) Name________________________________________________ Age_____________year

Residing at No. _________ Road_______________________ Tambol/Kwaeng____________________

Amphur/Khet__________________ Province_________________________ Post Code__________ or

(2) Name________________________________________________ Age_____________year



(3) Name________________________________________________ Age_____________year


Amphur/Khet__________________ Province_________________________ Post Code_____________

As my/our proxy to attend and vote on my/our behalf in the 2020 Annual General Meeting of Shareholders

on Thursday 30th April 2020 at 10.00 am at Jubilee Ballroom, 11th Floor, The Berkeley Hotel Pratunam address no. 559 Ratchaprarop Rd, Khwaeng Makkasan, Khet Ratchathewi, Bangkok or at any adjournment

thereof to any other date, time and venue.

Any act of the proxy holder performed at the meeting shall be deemed as my/our act.

Signed______________________________Grantor

(_______________________________) Signed______________________________Proxy holder



(_______________________________)

Remark: A shareholder shall assign a proxy to only one proxy holder to attend and vote in the meeting. He/She cannot split his/her shares and assign to several proxy holders for splitting votes.

Attachment No. 5

Proxy Form B (voting is clearly and definitely specified)

Place_________________________

Date ____ Month_______________ B.E. ______

1. I/We__________________________________________

Nationality_____________________


Tambol/Kwaeng_______________________

Amphur/Khet___________________ Province_____________________ Post Code ________

2. As a shareholder of Siam Wellness Group Public Company Limited, holding a total number of

_________________ share(s) and shall hold_________________number of vote(s) as follows: Ordinary share__________________share(s) and shall hold__________________number of votes

Preference share________________ share(s) and shall hold__________________ number of votes

3. Hereby appoint

(1) Name________________________________________________ Age_____________year

Residing at No. _________ Road_______________________

Tambol/Kwaeng____________________


(2) Name________________________________________________ Age_____________year


Tambol/Kwaeng____________________

Amphur/Khet__________________ Province_________________________

Post Code__________ or

(3) Name________________________________________________ Age_____________year


Tambol/Kwaeng____________________


Post Code_____________

As my/ our proxy to attend and vote on my/ our behalf in the 2020 Annual General Meeting of

Shareholders on Thursday 30th April 2020 at 10.00 am at Jubilee Ballroom, 11th Floor, The Berkeley Hotel

Pratunam address no. 559 Ratchaprarop Rd, Khwaeng Makkasan, Khet Ratchathewi, Bangkok or at any

adjournment thereof to any other date, time and venue.

Attachment No. 5

4. I/We hereby authorize the proxy to vote on my/our behalf in this meeting as follows;



_ (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 _ Disapprove _ Abstain

Agenda 2 : To Acknowledge the Company’s Performance for the year 2019




Agenda 3: To Consider and Approve the Company’s Financial Statements for the Year

Ended December 31, 2019




Agenda 4: To Consider and Approve the Distribution of a Dividend from the Operating

Performance for the Year 2019




Agenda 5: To Consider and Approve the increase in Company’s registered capital from

142,500,000 baht to 213,750,000 baht and allocation of these issued shares


deems appropriate in all respects.

Attachment No. 5

_ (B) The proxy may consider the matters and vote on my/our behalf as follows;




registered capital








_ Appointment of the whole set of directors

_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes

_ Appointment of certain members

1. Mr. Prasert Jiravanstit ( Director / Managing Director / Executive

Director/Nomination and Compensation Committee)


2. Mrs. Thanit Amorntirasan (Director / Deputy Managing Director / Executive Director / Corporate Governance Committee)


3. Mr. Narun Wiwattanakrai (Director / Assistant Managing Director / Executive Director / Risk Committee)


Attachment No. 5







the Determination of the Audit Fee








5. Any votes by the proxy in any agenda not rendered in accordance with my/our intention

specified herein shall not be deemed as my/our votes as a shareholder. 6. If I/We do not specify or clearly specify my/our intention to vote in any agenda, 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 acts taken by the proxy at the meeting shall, unless the proxy cast the votes not

incompliance with my/our intention specified herein, be deemed as my/our own act(s) in all aspects.

Signed______________________________Grantor

(_______________________________) Signed______________________________Grantee

(_______________________________) Signed______________________________ Grantee

(_______________________________) Signed______________________________ Grantee

(_______________________________)

Attachment No. 5

Remarks: 1. A shareholder appointing a proxy must authorize only one proxy to attend the meeting

and cast the vote on its behalf and all votes of a shareholder may not be split for more

than one proxy. 2. In respect of the agenda as to the appointment and election of the directors, either the

whole set of board members or only certain members may be voted for. 3. If the matters to be considered are more than those specified above, the proxy grantor

may apply the Annex to Proxy Form B as attached.

Attachment No. 5

Annex to Proxy Form (Form B)

Grant of proxy as a shareholder of Siam Wellness Group Public Company Limited

At the 2020 Annual General Meeting of Shareholders on Thursday 30th April 2020 at 10.00 am at

Jubilee Ballroom, 11th Floor, The Berkeley Hotel Pratunam address no. 559 Ratchaprarop Rd,

Khwaeng Makkasan, Khet Ratchathewi, Bangkok or at any adjournment thereof to any other date,

time and venue.

_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda______ To consider and approve the re-election of the directors, who are due to retire by

rotation (Continued) Name of Director______________________________


Name of Director______________________________


Name of Director______________________________


Attachment No.5

Proxy Form C

(specifically for a foreign shareholder for which a custodian in Thailand is appointed)

Place_________________________

Date ____ Month_______________ B.E. ______

1. I/We__________________________________________

Nationality_____________________


Tambol/Kwaeng_______________________

Amphur/Khet___________________ Province___________________ Post Code

As a custodian of

______________________________________________________________________

being a Shareholder of Siam Wellness Group Public Company Limited, holding a total number

of _________________ share(s) and shall hold_________________number of vote(s) as follows: Ordinary share__________________share(s) and shall hold__________________number of votes

Preference share________________ share(s) and shall hold__________________ number of votes

2. Hereby appoint

(1) Name________________________________________________ Age_____________year


Tambol/Kwaeng____________________



(2) Name________________________________________________ Age_____________year


Tambol/Kwaeng____________________



(3) Name________________________________________________ Age_____________year


Tambol/Kwaeng____________________


Post Code_____________

As my/ our proxy to attend and vote on my/ our behalf in the 2020 Annual General Meeting of

Shareholders on Thursday 30th April 2020at 10. 00 am at Jubilee Ballroom, 11th Floor, The

Berkeley Hotel Pratunam address no. 559 Ratchaprarop Rd, Khwaeng Makkasan, Khet

Ratchathewi, Bangkok or at any adjournment thereof to any other date, time and venue.

Attachment No.5

3. I/We hereby authorize the proxy to vote on my/our behalf in this meeting as follows;

_ To vote based on the total number of shares held by my/our behalf in this meeting

_ To split the votes as follows:

Ordinary share__________________share(s) and shall hold__________________number of votes

Preference share________________ share(s) and shall hold__________________number of votes

Total __________________ number of votes

4. I/We hereby authorize the proxy to attend and vote on my/our behalf in this meeting as follows: Agenda 1: To Certify and Approve the Minutes of the Annual General Meeting of





Agenda 2 : To Acknowledge the Company’s Performance for the year 2019




Agenda 3: To Consider and Approve the Company’s Financial Statements for the Year

Ended December 31, 2019




Agenda 4: To Consider and Approve the Distribution of a Dividend from the Operating

Performance for the Year 2019



Attachment No.5



Agenda 5: To Consider and Approve the increase in Company’s registered capital from

142,500,000 baht to 213,750,000 baht and allocation of these issued shares







registered capital








_ Appointment of the whole set of directors


_ Appointment of certain members

1. Mr. Prasert Jiravanstit ( Director / Managing Director / Executive

Director/Nomination and Compensation Committee)


2. Mrs. Thanit Amorntirasan (Director / Deputy Managing Director / Executive Director / Corporate Governance Committee)

Attachment No.5


3. Mr. Narun Wiwattanakrai (Director / Assistant Managing Director / Executive Director / Risk Committee)








the Determination of the Audit Fee








5. Any votes by the proxy in any agenda not rendered in accordance with my/our intention

specified herein shall not be deemed as my/our votes as a shareholder.

6. If I/We do not specify or clearly specify my/our intention to vote in any agenda, 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.

Attachment No.5

Any acts taken by the proxy at the meeting shall, unless the proxy cast the votes not in

compliance with my/our intention specified herein, be deemed as my/our own act(s) in all aspects.

Signed______________________________Grantor

(_______________________________) Signed______________________________Grantee

(_______________________________) Signed______________________________ Grantee

(_______________________________) Signed______________________________ Grantee

(_______________________________)

Remarks: 1. This Proxy Form C is applicable only to a shareholder whose name appears in the

shareholder registration book as a foreign investor and a custodian in Thailand is

appointed therefore. 2. Evidence of documents required to be attached to the proxy from are:

( 1) A Power of Attorney executed by the shareholder authorizing the custodian to

execute the proxy form on behalf of such shareholder

(2) A letter confirming that the person executing the proxy form has obtained a license

for being a custodian

3. A shareholder appointing a proxy must authorize only one proxy to attend the meeting

and cast the votes on its behalf and the number of shares held by such a shareholder

may not be split for more than one proxy in order to separate the votes. 4. Either all or each of the members of the Board of Directors may be appointed in the

agenda of election of the directors. 5. If the matters to be considered are more than those specified above, the proxy grantor

may apply the Annex to Proxy Form C as attached.

Attachment No.5

Annex to Proxy Form (Form C)

Grant of proxy as a shareholder of Siam Wellness Group Public Company Limited

At the 2020 Annual General Meeting of Shareholders on Thursday 30th April 2020at 10.00 am at

Jubilee Ballroom, 11th Floor, The Berkeley Hotel Pratunam address no. 559 Ratchaprarop Rd,

Khwaeng Makkasan, Khet Ratchathewi, Bangkok or at any adjournment thereof to any other

date, time and venue.

_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda______ Subject_________________________________________




_Agenda ______ To consider and approve the re-election of the directors, who are due to retire

by rotation (Continued)

Name of Director______________________________


Name of Director______________________________


Name of Director______________________________


Attachment No.6

1

Definition of Independent Director and Profile of Independent Director of Siam

Wellness Group Public Company Limited for proxy

Definition of Independent Director

1. Hold not more than 1.0% of the voting shares in the Company, its subsidiaries,

associates, or related companies, major shareholder or person with controlling

power over the Company, whilst the number of shares held by any related person

of such an independent director must also be counted.

2. Have not been or are not involved in the management, employees, wage earners,

advisors on the payroll of the Company, its subsidiaries, associates, or equivalent

companies, major shareholder or person with controlling power over the

Company except when such qualifications have ended for more than two years,

provided that such restriction or prohibition shall not apply to an independent

director who has been a government authority, which is the major shareholder of

the Company or the person having controlling power over the Company.

3. Are not related by blood or registration as parents, spouses, siblings, or children,

spouses of any of the children to members of the management, major

shareholders, those exercising control, or those about to be nominated as

members of the management or those exercising control over the Company or

subsidiaries.

4. Do not have and have not any business relationship with the Company,

subsidiaries, associated companies, major shareholders or those exercising

control over the Company in the manner in which independent discretion might

be affected, and not be and have not been a substantial shareholder of or a person

having power to control the person that has business relationship with the

Company, subsidiaries, associated companies, major shareholders or those

exercising control over the Company unless such an independent director has not

been a person referred to above for at least two years.

Business referred to in the first paragraph above shall meant to include any

ordinary course of business or trade for business engagement purpose, any lease

taking or lease out of any property, any transaction relating to asset or service,

any financial support or acceptance of financial support by way of either

borrowing, lending, guaranteeing or collateral providing or any other manner

similar thereto that could result to an obligation required to be performed by the

applicant or the party thereto in an amount of three percent or more of the net

tangible asset value of the applicant or twenty million baht or more, whichever is

lesser. In light of this, the method for calculating the value of connected

transaction pursuant to the Capital Market Supervising Committee’s Notification,

Re: Regulations in respect of an Entering into a Connected Transaction shall be

applied mutatis mutandis for the purpose of calculation of such amount of debt of

the applicant, provided that the amount of the debt incurred during the past one

year prior to the date on which such a business relationship with such a business

relationship with such person exists;

5. Is not and has not been an auditor of the Company, subsidiary, associated

company, major shareholder or those with controlling power over the Company

and not be and have not been a substantial shareholder of, a person having power

to control over, or a partner of any auditing firm or office in which the auditor of

the Company, subsidiary, associated company, major shareholder or those with

Attachment No.6

2

controlling power over the Company unless such an independent director has not

been a person referred to above for at least two years.

6. Is not and has not been a professional advisor, including legal or financial advisor

who obtains fee more than two million baht a year from the Company, subsidiary,

associated company, major shareholder or those with controlling power over the

company and is not and have not been a substantial shareholder of, a person

having controlling power over, or a partner of any of such professional service

provider firm or office, unless such an independent director has not been a person

referred to above for at least two years.

7. Is not a director appointed as a representative of a director of the Company,

a representative of a major shareholder of the Company, or a representative of

a shareholder of the Company which is a related person of the major shareholder

of the Company.

8. Does not engage in any business with similar nature as that of the Company and

is competitive with the business of the Company, subsidiary or is not a substantial

partner in a partnership, a director participating in any management role, an

employee or officer, an advisor obtaining regular salary from, or a shareholder

holding more than one percent of the voting shares of accompany engaging in

any business with similar nature to the Company or subsidiary.

9. Does not have any characteristics which will inept the ability to provide

independent comment or opinion on the operation of the Company.

10. Is not a director appointed to conduct major business decisions of the Company,

subsidiary, associated company, major shareholder or those with controlling

power over the Company.

11. Is not a director of other publicly listed company within same industry.

This Articles of Association complies with the minimum requirement set by the

Securities Exchange Commission and Stock Exchange of Thailand.

Attachment No.6

3

Independent Director Profile for Proxy

1. Mr. Polchet Likittanasombat Age 53

(Director / Independent Director / Chairman of the Audit Committee/

Corporate Governance Director)

Address 3/1 Soi Punnawithi 11, Bangchak, Phrakanong, Bangkok

Does he have conflict of interest in any agenda?

No

Attachment No.7

1

Guidelines for Proxy Appointment, Registration Documents

and Procedures for Attending the Meeting

Proxy Procedures

Proxy Form (Attachment No. 5) has been delivered to each of the shareholders by

Siam Wellness Group Public Company Limited (“the Company”) according to

Department of Business Development, Ministry of Commerce

- Proxy Form A – General Form

- Proxy Form B – voting is clearly and definitely specified

- Appointment of Proxy Form C – specifically for a foreign shareholder for

which a custodian in Thailand is appointed

In order for any shareholder, who is unable to attend the Meeting in person, to appoint

any other person or any one of the Company’s Independent Directors, whose details

appears in Attachment No. 6, as a proxy of such shareholder.

1. A proxy grantor must appoint and authorize only one proxy to attend the

meeting and cast the votes on his/her/its behalf and the number of shares held by such

a proxy grantor may not be split for more than one proxy in order to separate the

votes.

1.1 Shareholders shall use Appointment of Proxy Form A or Form B

1.2 Shareholders who is registered as Overseas Investor shall appoint local

custodian as Proxy shall use Appointment of Proxy Form A or Form B or Form C

2. Shareholder must attached affixed stamp value of 20 bahts and cross with

date on proxy form and the signatures of both the proxy grantor and the proxy must be

correctly placed therein

3. Appointment the other as a proxy, a proxy grantor must complete the Proxy

Form and also prepare other required documents or evidence for the proxy to submit

to the Com pany three day in advance or any authorized officer prior to the

commencement of the Meeting. The Company will open for shareholders’ registration

from 8.00 am on Thursday 30th April 2020 onwards.

Appointment of the Company’s Independent Director as a proxy - A proxy grantor

must authorize the appointed Independent Directors as a proxy to attend the meeting

and cast the votes on his/her/its behalf, the names and information of the Company’s

Independent Directors are as specified in the Profiles of Independent Directors

attached herewith. - A proxy grantor must fill in information and place his/her/its

signature(s) on the proxy form, and submit such proxy form and all required

documents or evidence to “Mr. Prin Ekmanochai, Company Secretary”, Siam

Wellness Group Public Company Limited, 483 Soi Suthiporn Prachasongkroh Road,

DinDaeng, Bangkok 10400 Thailand. The proxy and required documents, however,

should reach the Company at least 3 days before the meeting date. For Facsimile:

02-641-6621 or E-mail: [email protected], original proxy letter should

also be posted. (Enquiries, please contact Mr. Prin Ekmanochai at 0-2641-6619-20

ext. 108, 140 or 142)

Attachment No.7

2

Shareholders cannot split shares through more than one proxy in voting and

shareholders shall only proxy as the amount of shares they held and cannot proxy on

portion of their shares unless the shareholders are listed as overseas investor in the

record and has proxy a local custodian using Proxy Form C

Registration

The registration will start at 8.00 am at Jubilee Ballroom, 11thFloor, The Berkeley

Hotel Pratunam address no. 559 Ratchaprarop Rd, Khwaeng Makkasan,

Khet Ratchathewi, Bangkok. Map is in Attachment No. 10.

Registration Documents for attending the Meeting

Any person who wishes to attend the Meeting must present the following documents

(as the case may be) for registration prior to attending the Meeting:

1. In the event that the shareholder is an ordinary person:

1.1 In case of self-attending:

● Valid evidence issued by governmental authorities, e.g. identification card,

governmental identification card, driver license or passport (with supporting

documents in case of any changes of name or last name)

1.2 In case of proxy:

● One of the Proxy Form (select only one of either Form A. or Form B.)

completely filled in and signed by the proxy grantor and the proxy; and

● Certified true copy of valid evidence of the shareholder as specified in (1.1); and

● Certified true copy of valid evidence of the proxy as specified in (1.1)

2. In the event that the shareholder is a juristic person:

2.1 In case of attendance in person by the authorized representative(Director):

● Certified true copy of valid evidence of the authorized representative issued by

governmental authorities similar to those of the ordinary person specified in (1.1)

● Copy of the Certificate of Incorporation issued by Department of Business

Development, Ministry of Commerce, of such juristic person, certified by the

authorized director(s) showing that such authorized representative (director) has the

authority to act on behalf of the shareholder; must be issued within 3 months before

meeting date and

• In case of juristic person registered outside Thailand:

- Copy of the Certificate of Incorporation of such juristic person, certified by

the authorized director(s) showing that such authorized representative (director) has

the authority to act on behalf of the shareholder; certify by notary public

- Certified true copy of valid evidence of the authorized representative issued

by governmental authorities similar to those of the ordinary person specified in (1.1)

2.2 In case of proxy:

● One of the Proxy Form (select only one of either Form A. or Form B.)

completely filled in and signed by the authorized representative (director) of the

shareholder and the proxy; and

Attachment No.7

3

● Copy of the Certificate of Incorporation issued by Department of Business

Development, Ministry of Commerce, of such juristic person, certified by the

authorized director(s) showing that such authorized representative (director) has the

authority to act on behalf of the shareholder; must be issue within 3 months before

meeting date and

● Certified true copy of valid evidence of the authorized representative (director),

who signed the proxy form, issued by governmental authorities; and

● Certified true copy of valid evidence of the proxy issued by governmental

authorities similar to those of the ordinary person specified in (1.1)

● In case of juristic person registered outside Thailand, the proxy form completely

filled in and signed by the authorized representative (director) and company stamp (if any); certify by notary public. The form must then be approved by the authorized

representative from the Royal Thai Embassy or Royal Thai Consulate office in that

country together with

- Copy of the Certificate of Incorporation of such juristic person, certified by

the authorized director(s) showing that such authorized representative (director) has

the authority to act on behalf of the shareholder; certify by notary public

- Certified true copy of valid evidence of the authorized representative issued

by governmental authorities similar to those of the ordinary person specified in (1.1)

• In case of foreign investor appointing the custodian in Thailand:

- All evidences similar to those of the juristic person specified in (2.1) or (2.2);

and

- In case the foreign investor authorizes the custodian to sign the proxy form

on its behalf, the following documents are required; i.e. the Power of Attorney by

foreign investor authorizing custodian to sign the proxy form on its behalf, letter

certifying that the custodian is permitted to engage in the custodian business in

Thailand.

In case of any documents or evidences produced or executed outside of Thailand and

are not in English, the English translation shall be required and certified true and

correct translation by the shareholder (in case of ordinary person) or the authorized

representative(s) of the shareholder (in case of juristic person).

Attachment No. 8

1

COMPANY’S ARTICLES OF ASSOCIATION

RELATING TO THE MEETING OF SHAREHOLDERS

Section 3

Director and Authority of Director

17. The directors shall be elected at the meeting of the Shareholders in accordance

with the following rules and methods.

(1) Each shareholder shall have one vote for each share.

(2) In election of directors, the votes can be for each director or several

directors at the same time as the meeting of shareholders deemed

appropriated. A shareholder shall exercise all the votes he has but may not

split his votes to any person at any number.

(3) The persons who received highest votes in their respective order of the

votes shall be elected as directors in the number required to be elected at

such meeting. In the event of equal votes among the persons elected in

order of respective high numbers of votes, which number exceeds the

number of directors of the Company, election shall be made by casting

vote of the chairman of the meeting.

18. At least one-third of the directors must retire from the office by rotation at the

Annual General Shareholder’s Meeting. If the number is not a multiple of three,

then the number nearest to one-third, must retire from office.

Order of the Director that will retire will be through ballot for the first and second

year after conversion to public company. For other years, the length of

directorship will determined the retirement of the directors.

31. “Two of the Authorized Directors sign with company stamp” is the authorization of

the company. Authorized Directors are selected by Shareholder’s meeting or by Board

of Directors.

34. Annual Director’s Remuneration shall be approved by Shareholder’s Meeting

Directors are entitled to receive remuneration in the form of reward, meeting

allowance, gratuity, bonus or other form of benefit under the articles of

association or as determined by shareholders meeting in either fixed sum or under

certain criteria.

If the Director is also the employee of the company, they shall receive other

benefits and compensation, as they are entitled for as the employee of the

company.

Remunerations of Directors and Employees shall not be in conflict of interest of

Independent Directors according to the SEC and SET’s guidelines.

Attachment No. 8

2

Section 4

Shareholder’s meeting

35. The Shareholders’ Meeting should be conducted in the province of the Head

Office or nearby provinces or set by the Board of Directors

36. There shall be one shareholders’ meeting at least once every one ( 1) year.

Such meeting shall be called the “general meeting”, which shall be organized

within four (4) months from the last day of the fiscal year of the Company.

Any other shareholders’ meeting shall be called the “extraordinary general

meeting.”

The Board of Directors may summon an extraordinary general meeting whenever

it deems appropriate or a shareholder or a group of shareholders holding shares in

aggregate of not less than ten (10) percent of the total number of shares sold, may

at any time subscribe their names and clearly state the reasons in a letter

requesting the Board of Directors to call an extraordinary general meeting. In

this case the Board of Directors shall convene the shareholder meeting within

forty-five (45) days from the date of receipt of such letter from the shareholders.

37. The Board of Directors shall summon a meeting of shareholders by sending a

notice specifying the place, date, time and agenda of the meeting and the subject

matter to be presented to the meeting together with appropriate details with a

clear indication that such matter will be presented for acknowledgment, approval,

or consideration, as the case may be, and including the opinions of the Board of

Directors on said matters. Such notice shall be sent to the shareholders and the

registrar not less than seven (7) days before the date of the meeting and be

published in a newspaper not less than three (3) days before the date of the

meeting.

38. The quorum of a general meeting of shareholders shall be either at least twenty-

five

shareholders present and represented (if any), or not less than half of the total

number of shareholders, who hold not less than one-third of the total number of

shares sold, unless it is stipulated otherwise by law.

If after one hour from the time fixed for any general meeting of shareholders the

number of shareholders present does not constitute a quorum as prescribed, such

meeting shall be cancelled if such general meeting of shareholders was requested

by the shareholders. However, if such meeting of shareholders was not requested

by the shareholders, the meeting shall be called again and notice for the new

meeting shall be sent to shareholders not less than seven (7) days before the

meeting. In that new meeting no quorum shall be required.

39. Shareholders may appoint any other person was proxy to attend the meeting and

vote on his or her behalf. The appointment shall be made in writing. The proxy

instrument shall be dated and signed by the shareholder in the form as specified

by the Registrar and shall contain at least the following particulars:

Attachment No. 8

3

(1) number of shares held by the shareholder;

(2) name of the proxy; and

(3) the meeting which the proxy is authorized to attend during the period of the

authorization.

The proxy shall submit the proxy instrument to the chairman of the Board of

Directors or person designated by the chairman of the Board of Directors at the

place of the meeting before the proxy attends the meeting.

40. The person presiding over the shareholder meeting has the duty to conduct the

meeting in compliance with the articles of association of the Company. In such

meeting, the agenda specified in the notice calling for the meeting shall be

followed, unless the meeting passes a resolution allowing a change in the

sequence of the agenda with a vote of not less than two-thirds of the number of

the shareholders present at the meeting.

After completing all agendas, shareholders can request additional agenda if the

shareholders who hold at least 1/3 of the total number of the shares sold request.

However, if the agenda is not completed within that meeting day, the meeting can

be rescheduled by specifying the venue, date and time and invitation letter shall

be sent out at least 7 days before the new meeting date and shall be advertised in

newspaper at least 3 days before the meeting date. Advertisement shall be done in

3 consecutive days.

41. The chairman of the board shall preside over shareholder meetings. If the

chairman of the board is not present at a meeting or cannot perform his/her duty,

and if there is a vice-chairman, the vice-chairman present at the meeting shall

preside over the meeting. If there is no vice-chairman or there is a vice-chairman

but he is not present at the meeting or cannot perform his duty, the shareholders

present at the meeting shall elect one shareholder to preside over the meeting.

42. In voting, one share shall have one vote.

Any shareholder who has special interest in any matter subject to the votes shall

not be entitled to vote on such matter, except for the vote on the election of

directors.

43. The passing of a resolution requires a majority vote of the shareholders who attend the

meeting and cast their votes unless specified in the Articles of Association. The

following resolutions shall receive at least 3/4 of the total votes:

- Sell or Transfer of whole or part of business to others

- Buy or Transfer of other publicly listed company or other limited company

- Agreement (Compose, Modify or Revoke) of Lease of whole or part of business,

including giving authority to others and mergers with the objectives of splitting

profit and loss

- Modify of Company Certificate and Articles of Association

- Increase or Decrease of Registered Capital

- Issue of Warrants

- Mergers or Revoke of Company

Attachment No. 8

4

- Issue of Debentures (Changes debt to capital) as specified in the Public Limited

Company Act (2nd edition) B.E. 2544

44. Annual General Shareholders’ Meeting Agenda shall include

(1) To acknowledge the Board of Directors’ report on the Company’s

performance

(2) To consider the auditor’s report and approve the financial statements of the

Company and its subsidiaries

(3) To consider and approve the non-allocation of annual net profit and the

dividend omission

(4) To consider and approve the re-election of the directors, who are due to retire

by rotation and to consider and approve the determination of the directors’

remuneration

(5) To consider and approve the appointment of the Company’s auditor and the

determination of the audit fee

(6) To consider other matters

Section 5

Increase and Reduction of Registered Capital

45. The Company may increase the amount of its registered capital by the issuance of

new shares which shall be approved by resolution of the shareholder’s meeting

with the vote of not less than three-forth (3/4) of the total votes of the shareholder

attending the meeting and entitled to vote.

Section 6

Dividend and Reserve

49. No dividend may be declared except by a resolution passed in a General Meeting.

The directors may time to time pay to the shareholders such interim dividends as

appeared to the directors to be justified by the profits of the company.

Dividend Payment shall be informed to shareholders via written notification and

advertisement in newspaper at least 3 consecutive days. Dividend payment shall

be made within 1 month from resolution date.

51. No dividend shall be paid otherwise than out of profits. If the company has

incurred losses, no dividend may be paid unless such losses have been made

good.

Dividend Payment shall be distributed equally based on number of shares unless

stated in the company’s articles of association for Preference share

In the event that the shares have been not been fully distributed or the company

has increased the registered capital, the company may payout full or partial

dividend via new stock to shareholders in which the shareholders’ meeting must

approved.

Attachment No. 8

5

52 . A minimum of 5% of the annual net profit, after accumulated loss (if any), shall be appropriated to a reserve fund until the total is not less than 10% of the registered capital.

Moreover, the Board may increase the reserve fund if necessary, but must get approval from shareholder’s meeting.

After approval, the company may transfer other reserve fund, legal reserve fund and additional reserve fund over stock value in order to support net loss (if any).

Section 8

Accounting Book and Auditor

60. Shareholders’ meeting shall approve the appointment of the Company’s auditor

in Annual General Shareholders’ Meeting and the au d ito r ap p o in ted b y th e Annual General Shareholders’ Meeting can be re-appointed.

61. The audit fee shall be approved by shareholder’s meeting.

If you need a printed copy of the Annual Report on the date of AGM, please send request to Mr. Prin Ekmanochai as Company Secretary via this

email: [email protected] and provide your name together with the number of copies within 28 April 2020 by 5.30 pm.

Map The Berkeley Hotel Pratunam