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No. DA. 01/765
April 5, 2011
Subject:Invitation to the 18thAnnual General Meeting of Shareholders for the Year 2011
To:Shareholders of Double A (1991) Public Company Limited
Enclosures:1.Copy of Minutes of Extraordinary General Meeting of Shareholders No. 3 for the Year 2010
2.Annual Report 2010and Financial Statementsfor the Year Ended December 31, 2010
3.Document for Consideration of Agenda 6
4.Document for Consideration of Agenda 7
5.Document for Consideration of Agenda 8
6Proxy Form A, B, and C.
7.Information of Appointment of Independent Directors by Shareholders to be their Proxy
8.Conditions and ProceduresforMeeting Attendees’ Registration, Appointment of Proxy, and Voting
9.Articles of Association of the Company relating to the Shareholders’ Meeting
10.Map of Venue of the Annual General Meeting of Shareholders
11.Schedule of the Meeting (for shareholders who will use the Company’s car service)
The Board of Directors of Double A (1991) Public Company Limited (“Company”) has resolved to convene the Annual General Meeting of Shareholders No.18 for the year 2011 on Tuesday, April 19, 2011 at 11.00 a.m., at Sri Prachin room, TawaravadeeResort Hotel,No. 77 Moo 7, Thatoom, Srimahaphote, Prachinburifor propose of considering the following agendas :
Agenda 1Message from the Chairman to the shareholders
Objective and Reason:To inform the Meeting about the Company’s all relevant information of which the Shareholders should be aware
Opinion of the Board of Directors:For acknowledgement
Agenda 2Adoption of the Minutes of ExtraordinaryGeneral Meeting of ShareholdersNo. 3 for the Year 2010held on Tuesday,December 21, 2010
Objective and Reason:The Company held the Extraordinary General Meeting of Shareholders No.3 for the year 2010 on Tuesday,December 21, 2010. The Minutes of such Meeting
was required to be mutually approved by the Shareholders.
Please refer to the details of the said Minutes in Attachment 1.
Opinion of the Board of Directors:The Board has considered and opined that the Minutes of Extraordinary Meeting of Shareholders No.3 for the year 2010 was correctly and completely recorded. Thus, the Board recommended the Meeting to adopt the said Minutes.
Agenda 3Report on Company Performance for the Year 2010
Objective and Reason:To report the Company performance for the year 2010 as appeared in the Annual Report furnished to the shareholders along with this meeting invitation, the detailsof which are as set out in Attachment 2.
Opinion of the Board of Directors:The Board resolved to report the Company performance for the year 2010 to the Shareholders’ Meeting for acknowledgement.
Agenda 4Consideration for Approval of the Balance Sheet and Profit and Loss Statements for the Year 2010
Objective and Reason:The Balance Sheet and Profit and Loss Statements for the year 2010, ended December 31, 2010, of the Company and the subsidiaries werereviewed by the Audit Committee and audited by the auditor of the Company. The Auditor opines that the Financial Statements of the Company and the subsidiaries are correct in material respectsand in accordance with the Generally Accepted Accounting Principles (GAAP)as detailed in Chapter “Financial Statements” in the Annual Report furnished to the shareholders along with this meeting invitation. The details of which are shown in Attachment 2.
Opinion of the Board of Directors:The Board of Directors of the Company considered and resolved to propose the Annual General Meeting of Shareholders to approve the Financial Statements comprising the Balance Sheet and Profit and Loss Statements of the Company and the subsidiaries for the year 2010, ended December 31, 2010audited by the auditor of the Company.
Agenda 5Consideration for Appropriation ofProfit and Distribution of Dividend
Objective and Reason:Article 42 of the Articles of Association of the Company stipulates that “No dividend shall be paid otherwise than out of profits. The remaining profit, after distribution of dividend, shall be allocated to reserves as the Board of Directors deems suitable”; and Article 44 of the Articles of Association of the Company stipulates that “The Company shall appropriate to a legal reserve fund at least 5 percent of the annual net profit less the accumulated loss brought forward (if any) until the legal reserve funds reaches at least 10 percent of the registered capital”
The Income Statement for the year 2010, ended December 31, 2010, audited by the auditor of the Company shows the net profit of Baht2,095,899,491.
Opinion of the Board of Directors:The Board considered and resolved to propose the Annual General Meeting of Shareholders to approve the appropriation of net profit in accordance with the requirement of the applicable laws and thenon-distribution of dividend, because the Company is in need of cash reservesto be used as working capital as well as for investmentin the Company's projects.
Agenda 6Consideration for Appointment of the Auditor(s)
Objective and Reason:According to Section 120 of the Public Limited Companies Act, B.E. 2535 and Article 49 of the Articles of Association of the Company, “the Annual General Meeting of Shareholders shall annually appoint the Company’s auditor(s) and determine the audit fee. For the purpose ofsuch appointment, the existing auditor(s) of the Company may be reappointed”.
The information ofthe auditors is furnished to the shareholders along with thismeeting invitation, of which details areas shown in Attachment 3.
Opinion of the Board of Directors:The Board of Directors considered the resolution of the Audit Committee and resolved to propose the Shareholders’ Meeting to appoint the auditors of Ernst and Young Office Company Limited namely, Miss. Tippawan Nananuwat,CPA No.3459, or Ms. Siraporn Ouaanunkun, CPANo.3844, or Mr. Supachai Phanyawattano, CPA No.3930,or Ms. Supannee Triyanantakul CPA No.4498as the auditor(s) of the Company and its subsidiaries for the year 2011with the total audit fee of not more than Baht7,900,000.
Agenda 7Consideration for Election of Directors in Replacement of Those who Retired by Rotation
Objective and Reason:Article 16 of the Articles of Association of the Company stipulates that “At every Annual General Meeting of Shareholders, one-third of the directors shall retire by rotation.”This year, 6 directors shall retire by rotation.
Initial informationon the retiring directors who have been nominated for re-election as the directors of the Company for another term is furnished to the shareholders along with thismeeting invitation, of which details are as shown in Attachment 4.
Opinion of the Board of Directors:The Board of Directors (excluding the interested directors) considered and resolved to propose the Annual General Meeting of Shareholders to re-elect the following 6 retiring directors as the directors of the Company for another term:
1.Dr.VirabongsaRamangkura
2.Mrs.NongnutchThienpaitoon
3.Gen.ChettaThanajaro
4.Mr.KittiDumnernchanvanit
5.Pol. Gen. NarongMahanonda
6.Mr.TriratDumnernchanvanit
Agenda 8Consideration of Directors’ Remuneration
Objective and Reason:According to Section 90 of the Public Limited Companies Act, “the remuneration of directors shall be in accordance with the Resolution of the Shareholders’ Meeting with the votes of not less than two-third of the total voting rights of the shareholders attending the Meeting”.
The Resolution of the Annual General Meeting of Shareholders No.17 for the year 2010 held on 21 April 2010 unanimously approved the directors’ remuneration and the meeting attendance fee for the Board of Directors and Sub-Committees in the amount not exceeding Baht 40 Million and also authorized the Board of Directors to use their discretion in determining the payment ofsuch remuneration.
The detail of the remuneration of Directors is furnished to the Shareholders along with this meeting invitation, of which details are as shown in Attachment 5.
Opinion of the Board of Directors:The Board of Directors considered that The Board of Directors are interested person therefore The Board of Directors agree to propose this matter to the Shareholders’ Meeting for approval of the directors’ remuneration, meeting attendance fee, and bonus for the Board of Directors and Sub-Committees in the amount not exceeding Baht 40 Million (same amount as previously approved by the Annual General Meeting of Shareholders No. 17 for the year 2010) or in other amount considered by the resolution of the Shareholders’ Meeting and authorize the Board of Directors to approve the payment of such remuneration, fee, and bonus for individual not exceeding the approved amount.
Agenda 9Consideration for Approval of Amendment to Clause 3 of Memorandum of Association (Objectives of the Company)
Objective and Reason:Section 31 of the Public Company Act, B.E.2535, provides that “Subject to Section 19 paragraph two, the company may amend the memorandum or the articles of association of the company only when a resolution therefore has been passed at the meeting of shareholders by not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote”
According to the Resolution of Executive Board of Directors No. 3/2011 held on 1 February 2011, environmental issues had been reported and the meeting suggested that the black liquor should not be
considered “waste” pursuant to the announcement of Ministry of Industry. However, it should be considered “joint or by-products” of the pulp business which were distributed to the power plant business.
For the purpose of the consistency, clarity and convenience in the liaison with government sector, the Company, therefore, proposes to the Meeting for consideration and approval, the amendment and addition of the Memorandum of Association in orderto include joint products or otherby-products into the objectives of theCompany.
Opinion of the Board of Directors:The Board of Directorsconsidered and resolved to propose the Meeting for consideration of the amendment to the Memorandum of Association by adding “clause 46 operate a business involving with the products and other by-products of the plants pursuant to clause 41 such as black liquor, bark etc.”. Other clauses apart from the aforementioned shall remainunchanged.
Agenda 10Others (if any)
Objective and Reason:Other than the matters to be considered in the above agenda,this agenda is aimed to welcome the shareholders’ inquiries, discussions and/or suggestions to the Board of Directors and/or the Management with respect to the conduct of the Company’s business.
The Company shall close the Company’s sharestransfer book, from Friday, April 1, 2011 at 12.00 a.m. until the Meeting is adjourned, in order to reserve the right of the shareholders who can attend the Annual General Meeting of Shareholders No.18 for the year 2011.
Please be informed accordingly and be invited to attend the Meeting at the date, time and place mentioned above. If you would like to appointany other person or the following independent directors as your proxy to attend this Meeting on your behalf:
1.Mr. SomchaiRichupanChairman of Audit Committee and Independent director or
2.Mr.SeriChintanaseriAudit Director and Independent director
Please kindly execute the proxy in the form as attached hereto in Attachment 6, which is required to be presented on the meeting date for registration. The Company will prepare the duty stamp required to be affixed on the proxy at the registration desk for your convenience.
The Company would like to request you to acknowledge and comply with the conditions and procedures with respect tothe registration for attending the Meeting, proxy and voting, as specified in Attachment8.The Company provides a service car for shareholders who intend to attend the Meeting as per detail and schedule specified in Attachment 11. The Company also attached hereto the map showing the place for Meeting in Attachment 10.
Sincerely yours,
Double A (1991) Public Company Limited
(Mr.Kumpon Chayasunthorn)
Corporate Secretary to the Board of Directors
Office of Secretary to the Board of Directors
Singh Neammunee (Assistance to Secretary to the Board of Directors)
Tel. 0-3720-8800-39 Ext.6249,085-835-0503
Fax. 0-2659-1414
Remark: The shareholders who are entitled to attend the Annual General Meeting of Shareholders for the year 2011 must be the shareholders whose names appear in the Company’s share registration book as of the closing date of share transfer book, which is Friday 1 April 2011 at 12.00 a.m.
Attachment 1
Document for Consideration of Agenda 2
The Minutes of Extraordinary General Shareholders’ Meeting No.3 for the Year 2010
Minutes ofExtraordinary General Shareholders’ Meeting No.3 for the Year 2010
of
Double A (1991) Public Company Limited.
Held on Tuesday, 21st December 2010
at the Company’s Branch office ThailandBookTower, Conference room9th Floor,
No. 122, North Sathorn Road, Silom, Bangrak, Bangkok
The Meeting started at 11.00 A.M.
According the meeting of The Extraordinary General Shareholders’ Meeting No.3 for the Year 2010, there were the Directors and the Management attended the Meeting as follows:
1.Mr. NarongSri Sa-anChairman of The Board of Directors
Executive Director
2.Mr. SirinNimmanahaemindaVice Chairman of the Board of Directors
3.Dr. VirabongsaRamangkuraChairman of Executive Board
4.Dr. SomchaiRichupanIndependent director
Chairman of Audit Committee
5.Mr. SeriChintanaseriIndependent director
Member of Audit Committee
6.Mr. SirichaiSakornratanakulIndependent director
Member of Audit Committee
7.Mr. PrachaCharutrakulchaiExecutive Director
8.Mrs. PhisamaiSupanuntaroekDirector
9.Mr. YothinDumnernchanvanichPresident
Executive Director
10.Mr. KumpolChayasunthonChief Operating Officer
Secretary of Board of Director
On Wednesday 1st December 2010, the day of closing the Company’s Shares Registration Book, the Company has total paid up registered capital of Baht 6,300,000,000 divided into 630 million shares at the par value of Baht 10 with the total paid-up amount of Baht 5,323,831,080.
The Company has total of 265 shareholders and now there were total of 38 shareholders presented in person and by proxy, representing the number of 404,902,370 shares or 76.05% of the total number of shares sold.
Thus, the number of shareholders and the number of shares of shareholders constituted a quorum according to the Article 31 of the Articles of Association of the Company. The Chairman then declared the Meeting opened and proceeded the Meeting according to the following agendas:
Before The Meeting considered the agenda, The Chairman explained the procedures for voting by shareholders for agenda as follows:
- Before casting votes for each agenda, the attendees shall be given an opportunity to raise questions for topics related to such relevant agenda. Before raising questions or opinions, the shareholders who wish to raise question must to inform the Meeting what his/her name and surname.
- The shareholders may vote for approval or disapproval or abstain from vote in respect of each agenda. Provided that foreign shareholders who appoint a custodian in Thailand to hold share and look after their interest may separately cast their votes for approval, disapproval or abstain from vote temporary on each agenda equal to the number of shares held by them by using a vote casting card with a barcode provided on the registration of the Meeting.
- In counting votes, only disapproval and abstain votes shall be counted. The aggregated number of disapproval and abstain votes shall be used for deduction from the total votes present in the Meeting. The total votes present in the Meeting after deduction by the aggregate number of disapproval and abstain votes shall be deemed as the number of votes for approval of such relevant agenda.
During the process of counting votes by an officer, the Meeting shall be proceeded without awaiting for a result of such vote count. After completion of vote count, the Chairman shall subsequently inform the Meeting of a result of vote count for each agenda.
The Meeting then considered the agenda as follows:
Agenda 1Matter Declared by the Chairman
-None-
Agenda 2Approval of the Minutes of ExtraordinaryGeneralMeeting of Shareholders No.2 for the Year 2010 Held on Wednesday August 11, 2010.
The Chairman informed the Meeting that the Minutes of Extraordinary General Meeting Shareholders No.2 for the year 2010 on Wednesday, August 11, 2010 had been forwarded to the Shareholders together with the invitation letter. The Board has
considered and opined that the Minutes were correctly and completely recorded. Thus, the Board recommended that the Meeting should approve the Minutes.
ResolutionThe Meeting resolved using the majority vote to approve the Minutes of Extraordinary General Meeting of Shareholders No. 2 for the Year 2010 was correct. The result is as follows:
The number of approve votes404,895,916Shares
The number of disapprove votes 6,454 Shares
The number of abstain votes0Share
Agenda 3Consideration and Approval on the amendment of the Company’s Articles of Association
The ChairmanAgenda of the amendment of the Company’s Articles of Association as detailed in the invitation letter page 6-7as follows:
During B.E. 2538-2551, Double A (1991) Public Company Limited was a listed company in the Stock Exchange of Thailand. Some of its Articles of Association constitutes obligations to the Company more than required by Public Limited Companies Act B.E. 2535. Although, at present, the Company has delisted its shares from the Stock Exchange of Thailand, it is required to only comply with Public Limited Companies Act B.E. 2535 and its Articles of Association. After the Articles of Association had been reviewed, it appeared that there are 3 articles i.e. Article 14, Article 23 and Article 44 which constitutes obligations to the Company more than required by the Public Limited Companies Act B.E. 2535.
For an accordance of the Articles of Association and Public Limited Companies Act B.E. 2535, the Company hereby proposes to the Meeting for consideration and approval of the amendment of 3 articles of the Company’s Articles of Association as follows:
“Article 14 The Company shall have the Board of Directors comprising of not less than five directors and not less than half of whom shall reside within the Kingdom.”
“Article 23The chairman of the Board shall be the person who calls a meeting of the Board of Director. In calling a meeting of the Board of Directors, the chairman of the Board or the person assigned shall serve written notice calling for such meeting to the directors not less than seven days prior the date of the meeting unless it is necessary or urgent to preserve the rights or benefits of the Company, the meeting may be called by other methods and an earlier meeting date may be chosen.”
“Article 44The Company shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund
until this fund attains an amount not less than 10 percent of the registered capital.”
Other articles apart from the above shall remain unchanged.