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
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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)
Board’s Opinion: The Board of Directors agrees to present to the Annual General Meeting
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.
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)
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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:
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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.
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 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
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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
Board’s Opinion: The Board of Directors agrees to present to the Annual General Meeting
of Shareholders 2020 and have shareholders approve the increase of the
Company’s registered capital from 142,500,000 baht divided into
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
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
570,000,000 shares to 213,750,000 baht divided into 855,000,000 shares
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=
Board’s Opinion: The Board of Directors agrees to present to the Annual General Meeting
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
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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
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Required Votes: The passing of a resolution requires a majority vote of the shareholders
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
- 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
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No. Consideration 2019
Existing Rate
2020
Proposed Rate
(the same rate as previous year’s rate)
1.2 Meeting Allowance
(per month per person)
- Chairman / Director
12,000 Baht
- Chairman / Director
12,000 Baht
2. Audit Committee’s
Remuneration
2.1 Monthly Allowance
(per month per person)
- Chairman 22,000 Baht
- Audit Committee 16,500
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
Audi t Commit tee wil l not
receive the monthly allowance
as Director
- Chairman 22,000 Baht
- Audit Committee 16,500
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
Audi t Commit tee wil l not
receive the monthly allowance
as Director
2.2 Meeting Allowance
(per month per person)
- Chairman / Audit Committee
12,000 Baht
- Chairman / Audit Committee
12,000 Baht
3. Meeting Allowance for
the Nomination and
Compensation
Committee
(per month per person)
-Chairman 8,000 Baht
- Commitee 6,000 Baht
-Chairman 8,000 Baht
- Commitee 6,000 Baht
4. Meeting Allowance
for the Risk Management
Committee
(per month per person)
-Chairman 8,000 Baht
- Commitee 6,000 Baht
-Chairman 8,000 Baht
- Commitee 6,000 Baht
5. Meeting Allowance for
the Corporate Governance
Committee
(per month per person)
-Chairman 8,000 Baht
- Commitee 6,000 Baht
-Chairman 8,000 Baht
- Commitee 6,000 Baht
6. Bonus 2,450,000 Baht 2,450,000 Baht
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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
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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.
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 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
--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
Agenda 1: To Certify and Approve the Minutes of the Annual General Meeting of
Shareholders for the Year 2018
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
The Chairwoman asked Any Shareholders have any questions or suggestions?
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.
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.
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:
Total 462,912,164 votes
Approved 462,912,064 votes or 100.0000 % * of total votes
Disapproved 100 votes or 0.0000 % * of total votes
Abstained 0 votes or 0.0000 % * 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 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
The Chairwoman asked Any Shareholders have any questions or suggestions?
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.
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:
Total 462,912,164 votes
Approved 462,912,064 votes or 100.0000 % * of total votes
Disapproved 100 votes or 0.0000 % * of total votes
Abstained 0 votes or 0.0000 % * 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 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 Chairwoman asked Any Shareholders have any questions or suggestions?
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.
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.
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
Total 462,912,164 votes
Approved 462,563,664 votes or 100.0000 % * of total votes
Disapproved 100 votes or 0.0000 % * of total votes
Abstained 348,400 votes or - % * 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
2. Re-elect Mr. Chaiyut Thienvuthichai as Director / Independent Director / Audit Committee
/ Chairman of Nomination and Compensation Committee / Risk Committee
Total 462,912,164 votes
Approved 449,544,564 votes or 97.1854 % * of total votes
Disapproved 13,019,200 votes or 2.8146 % * of total votes
Abstained 348,400 votes or - % * 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
3. Re-elect Mr. Wiboon Utsahajit as Director / Chief Executive Officer / Chairman of
Executive Director
Total 462,912,164 votes
Approved 333,614,364 votes or 83.5264 % * of total votes
Disapproved 65,797,400 votes or 16.4736 % * of total votes
Abstained 63,500,400 votes or - % * 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
--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:
No. Consideration 2018
Existing Rate
2019
Proposed Rate
(the same rate as previous year’s rate)
1. Director’s Remuneration
1.1 Monthly Allowance
(per month per person)
- Chairwoman 22,000 Baht
- Director 11,000 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.
**Director who is member of
Executive Committee will not
receive monthly allowance
- Chairwoman 22,000 Baht
- Director 11,000 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.
**Director who is member of
Executive Committee will not
receive monthly allowance
1.2 Meeting Allowance
(per month per person)
- Chairwoman / Director
12,000 Baht
- Chairwoman / Director
12,000 Baht
2. Audit Committee’s
Remuneration
2.1 Monthly Allowance
(per month per person)
- Chairman 22,000 Baht
- Audit Committee 16,500 Baht
- Chairman 22,000 Baht
- Audit Committee 16,500 Baht
--Translation--
16/21
No. Consideration 2018
Existing Rate
2019
Proposed Rate
(the same rate as previous year’s rate)
* 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.
**Director who is member of
Audit Committee will not receive
the monthly allowance as Director
* 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.
**Director who is member of
Audit Committee will not receive
the monthly allowance as Director
2.2 Meeting Allowance
(per month per person)
- Chairman / Audit Committee
12,000 Baht
- Chairman / Audit Committee
12,000 Baht
3. Meeting Allowance for
the Nomination and
Compensation
Committee
(per month per person)
-Chairman 8,000 Baht
- Commitee 6,000 Baht
-Chairman 8,000 Baht
- Commitee 6,000 Baht
4. Meeting Allowance
for the Risk Management
Committee
(per month per person)
-Chairwoman 8,000 Baht
- Commitee 6,000 Baht
-Chairwoman 8,000 Baht
- Commitee 6,000 Baht
5. Meeting Allowance for
the Corporate Governance
Committee
(per month per person)
-Chairwoman 8,000 Baht
- Commitee 6,000 Baht
-Chairwoman 8,000 Baht
- Commitee 6,000 Baht
6. Bonus 2,450,000 Baht 2,450,000 Baht
With no further questions, the Conductor informed that Resolution in this agenda shall be
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
Total 462,912,164 votes
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
Void 0 votes or 0.0000 % * of total votes
*Percent of total shares of shareholders who attend the meeting and cast their 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)
The Chairwoman asked Any Shareholders have any questions or suggestions?
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
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.
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:
Total 462,912,164 votes
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
Void 0 votes or 0.0000 % * of total votes
*Percent of total shares of shareholders who attend the meeting and cast their 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.
The Chairwoman asked Any Shareholders have any questions or suggestions?
--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
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
Siam Wellness Group Public Company Limited
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
Other Position Public Company None Other Companies 6 companies
- 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
Other companies that may have conflict of interest none
Specialization Graphic Design and Business Administration
Attendance to Meeting 7/8 (From January 1 – December 31, 2019)
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
Siam Wellness Group Public Company Limited
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
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, Asian Fortune Property Company Limited - Director, G.G.P. Property Company Limited
Other companies that may have conflict of interest none
Specialization Marketing
Attendance to Meeting 8/8 (From January 1 – December 31, 2019)
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
Other Conflict of Interest: - None -
Telephone Number and E-mail: Tel.: Fax: E-mail:
+66 2264 0777 / +66 2264 9090 +66 2264 0789-90 Chayapol.Suppasedtanon.ey.com
Attachment No. 4
Profile of the Auditor
Name: Audit Firm: CPA No.: Period of Work: Position:
Ms. Orawan Techawatanasirikul EY Office Limited 4807 Over 24 years Audit Partner
Qualification: - Certified Public Accountant (Thailand)
- Approved auditor of the Thai Securities and Exchange Commission and the Stock Exchange of Thailand
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
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:
Ms. Kirdsiri Kanjanaprakasit EY Office Limited 6014 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
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.
Other Conflict of Interest: - None -
Telephone Number and E-mail: Tel.: Fax: E-mail:
+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
Residing at No. _________ Road_______________________ Tambol/Kwaeng____________________
Amphur/Khet__________________ Province_________________________ Post Code__________ or
(3) Name________________________________________________ Age_____________year
Residing at No. _________ Road_______________________ Tambol/Kwaeng____________________
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
(_______________________________) Signed______________________________Proxy holder
(_______________________________) 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_____________________
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
Residing at No. _________ Road_______________________
Tambol/Kwaeng____________________
Amphur/Khet__________________ Province_________________________
Post Code__________ or
(3) Name________________________________________________ Age_____________year
Residing at No. _________ Road_______________________
Tambol/Kwaeng____________________
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.
Attachment No. 5
4. I/We hereby authorize the proxy to vote on my/our behalf in this meeting as follows;
Agenda 1: To Certify and Approve the Minutes of the Annual General Meeting of
Shareholders for the Year 2019
_ (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
_ (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 3: To Consider and Approve the Company’s Financial Statements for the Year
Ended December 31, 2019
_ (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 4: To Consider and Approve the Distribution of a Dividend from the Operating
Performance for the Year 2019
_ (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 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
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects.
Attachment No. 5
_ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve _ Disapprove _ Abstain
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
_ (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 7: To Consider and Approve the Election of Directors in place of the directors
whose terms expired by rotation
_ (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;
_ 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)
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
2. Mrs. Thanit Amorntirasan (Director / Deputy Managing Director / Executive Director / Corporate Governance Committee)
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
3. Mr. Narun Wiwattanakrai (Director / Assistant Managing Director / Executive Director / Risk Committee)
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
Attachment No. 5
Agenda 8: To Consider and Approve the Remuneration of the Directors
_ (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 9: To Consider and Approve the Appointment of the Company’s Auditor and
the Determination of the Audit Fee
_ (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 10: To Consider and Other matters (if any)
_ (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
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_________________________________________
_ (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______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve _ Disapprove _ Abstain
_Agenda______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve _ Disapprove _ Abstain
_Agenda______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve _ Disapprove _ Abstain
_Agenda______ To consider and approve the re-election of the directors, who are due to retire by
rotation (Continued) Name of Director______________________________
_ Approve _ Disapprove _ Abstain
Name of Director______________________________
_ Approve _ Disapprove _ Abstain
Name of Director______________________________
_ Approve _ Disapprove _ Abstain
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_____________________
Residing at No. _________ Road______________________
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
Residing at No. _________ Road_______________________
Tambol/Kwaeng____________________
Amphur/Khet__________________ Province_________________________
Post Code__________ or
(2) Name________________________________________________ Age_____________year
Residing at No. _________ Road_______________________
Tambol/Kwaeng____________________
Amphur/Khet__________________ Province_________________________
Post Code__________ or
(3) Name________________________________________________ Age_____________year
Residing at No. _________ Road_______________________
Tambol/Kwaeng____________________
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 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
Shareholders for the Year 2019
_ (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
_ (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 3: To Consider and Approve the Company’s Financial Statements for the Year
Ended December 31, 2019
_ (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 4: To Consider and Approve the Distribution of a Dividend from the Operating
Performance for the Year 2019
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects.
Attachment No.5
_ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve _ Disapprove _ Abstain
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
_ (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 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
_ (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 7: To Consider and Approve the Election of Directors in place of the directors
whose terms expired by rotation
_ (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;
_ 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)
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
2. Mrs. Thanit Amorntirasan (Director / Deputy Managing Director / Executive Director / Corporate Governance Committee)
Attachment No.5
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
3. Mr. Narun Wiwattanakrai (Director / Assistant Managing Director / Executive Director / Risk Committee)
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
Agenda 8: To Consider and Approve the Remuneration of the Directors
_ (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 9: To Consider and Approve the Appointment of the Company’s Auditor and
the Determination of the Audit Fee
_ (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 10: To Consider and Other matters (if any)
_ (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
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_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
_Agenda______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
_Agenda______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
_Agenda______ Subject_________________________________________
_ (A) The proxy may consider the matters and vote on my/our behalf as the proxy
deems appropriate in all respects. _ (B) The proxy may consider the matters and vote on my/our behalf as follows;
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
_Agenda ______ To consider and approve the re-election of the directors, who are due to retire
by rotation (Continued)
Name of Director______________________________
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
Name of Director______________________________
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
Name of Director______________________________
_ Approve_______votes _ Disapprove_______votes _ Abstain_______votes
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