24 March 2011
Subject: Invitation to the Annual General Meeting of Shareholders for year 2011
To: Shareholders of the Company
| Enclosed: | 1. Annual report of 2010 and financial statements in CD-ROM |
| 2. Copy of the Minutes of the Extraordinary General Meeting of Shareholders No.1/2553 (2010) | |
| 3. The Articles of Association concerning the Shareholders’ Meeting | |
| 4. Biography of directors to be elected as the Company’s directors | |
| 5. Remuneration of directors, Details of independent auditor and the amendment to Article 3 (Objectives) of Memorandum (Enclosure for Agenda 6, 7, 8). | |
| 6. Map of the Meeting place | |
| 7. 3 Forms of Proxy (Please choose one) | |
| 8. Profile of independent directors and audit committee for proxy case | |
| 9. The disclosure of information concerning the connected transactions of the Company | |
| 10. The opinion of Independent Financial Advisor (IFA report) |
As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Annual General Meeting of Shareholders for year 2554 (2011) on the 25th day of April 2011 at 10:00 a.m. at Ballroom, Dusit Thani Hotel, Rama VI Road, Bangkok to consider the following agendas.
| Agenda 1 | To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2553 (2010) held on September 2, 2010. | ||||||||||||||||||||||||||||||||||||
| Background and rational: The Extraordinary General Meeting of Shareholders No. 1/2553 (2010) was held on Thursday, 2 September 2010. Copy of the Minutes is provided in page 7-15. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: he Minutes of the Extraordinary General Meeting of Shareholders No. 1/2553 (2010) were accurately recorded and should be approved by the meeting. | |||||||||||||||||||||||||||||||||||||
| Agenda 2. | To consider and approve the Company’s annual report and acknowledge the operational results for year 2010. | ||||||||||||||||||||||||||||||||||||
| Background and rational: The Company’s operating results of 2010 is shown in the 2010 Annual Report which has been distributed to the shareholders together with this Notice of the meeting. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: The Meeting should approve the annual report and acknowledge the operational results for year 2010. | |||||||||||||||||||||||||||||||||||||
| Agenda 3. | To consider and approve the financial statements for the fiscal year ended 31 December, 2010 and the report of independent auditor. | ||||||||||||||||||||||||||||||||||||
| Background and rational: The Company’s financial statements for the fiscal year ended 31 December 2010 and the report of independent auditor thereon, which was audited by the Company’s independent auditor and approved by the Audit Committee and has been distributed to the shareholders together with this Notice of the meeting. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: The Meeting should approve the Company’s financial statements for the fiscal year ended 31 December 2010 and the report of independent auditor thereon, which was audited by the Company’s independent auditor and approved by the Audit Committee. | |||||||||||||||||||||||||||||||||||||
| Agenda 4. | To consider and approve the allocation of net profit for 2010’s operational results. | ||||||||||||||||||||||||||||||||||||
Background and rational: According to the operation results of 2010, the Company has recorded a net profit of Bt2,873,694,317. Therefore, the dividend payment for the Company’s operational period between October 1 to December 31, 2010 shall be at the rate of Bt0.34 per share (based on registered and paid-up capital of 956,329,407 shares), thus totalling Bt325,151,998.38. In addition, after combining the interim dividend paid to shareholders on August 31, 2010 was Bt1.00 per share and October 21, 2010 was Bt0.26 per share, the Company’s total dividend pay-out for the year 2010 was Bt1.60 per share, or pay-out ratio of 50.04% of total net profit achieved, and also should set aside Bt11,000,000 as legal reserve, the Company’s legal reserve will be Bt100,000,000 (10% of registered capital). The comparison of previous dividend payment records is shown as follows: |
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* Number of shares as of the date closing of share register book is 883,170,950 shares Our dividend policy remains the minimum 50% payout of our net profit with semi-annual payments since year 2002. |
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| Board’s Opinion: The Meeting should approve the dividend payment for the Company’s operational period between October 1 to December 31, 2010 at the rate of Bt0.34 per share with the total amount of Bt325,151,998.38. The dividend payment will be payable to shareholders whose names are recorded in the share register book as of March 24, 2011 and the name lists of the shareholders will be collected, pursuant to Section 225 of the Securities and Exchange Act B.E. 2535, by closing of share register book on March 25, 2011. The dividend will be paid on Wednesday, May 4, 2011. Dividend payment of Bt0.07 per share is not subject to withholding tax, as it derived from profit under BOI privilege. Therefore, shareholder is not eligible for tax credit. Dividend payment of Bt0.27 per share is subject to 10% withholding tax, or Bt0.027 per share, as it derived from profit under non-BOI privilege. The net dividend paid will value Bt0.313 per share, and also should set aside Bt11,000,000 as legal reserve. | |||||||||||||||||||||||||||||||||||||
| Agenda 5. | To consider and approve the election of the Company’s directors. | ||||||||||||||||||||||||||||||||||||
| Background and rational: | |||||||||||||||||||||||||||||||||||||
| 1. Article 17 of the Company’s Articles of Association prescribes that “At every Annual General Meeting, one-third (1/3) of the directors shall retire from office. If the number of directors is not a multiple of three (3), the number nearest to one-third (1/3) shall retire from office.” | |||||||||||||||||||||||||||||||||||||
| 2. For the year 2010, the Board consists of 15 existing directors and 5 directors who are due to retire from office are as follow: | |||||||||||||||||||||||||||||||||||||
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| 3. Mr. Takeshi Inoue resigned from directorship effective on March 31, 2011. The new director namely Mr. Takehiko Kakiuchi, who has knowledge and experience in the business relating to the Company’s management and as Senior Vice President, Division COO, Foods (Commodity) Division of Mitsubishi Corporation, will retain such position only for the remaining term of office of the resigned directors. | |||||||||||||||||||||||||||||||||||||
| 4. The Company has informed all shareholders of their right to nominate qualified person(s) for director position ahead of the meeting through its website and Electronic Company Information Disclosure of the Stock Exchange of Thailand from January 11 to February 11, 2011. However, there was no proposal of director nominee submitted to the Company. | |||||||||||||||||||||||||||||||||||||
| 5. The Company has considered the profiles and experiences of those 5 retiring directors, deemed that they were fully qualified pursuant to the law and had knowledge, expertise, and experience in the business relating to the Company’s management which could help prove successful and made progress. If they were re-elected and continued one more term of office, the continuity of the Company’s operations could be affirmed. The Board, therefore, found it appropriate to nominate those 5 persons to the meeting to be re-elected and continue one more term of office, and also appoint Mr. Takehiko Kakiuchi as a new director in place of Mr. Takeshi Inoue. | |||||||||||||||||||||||||||||||||||||
| The information of this agenda are provided in page 17-19. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: The Meeting should approve the election of 6 persons nominated by the Nomination Committee, of which details are shown in the enclosed document, as follows: | |||||||||||||||||||||||||||||||||||||
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| Agenda 6. | To consider and approve the remuneration of the Board members for year 2011. | ||||||||||||||||||||||||||||||||||||
| Background and rational: The Board has considered the remuneration of directors and sub-committees for year 2011 based on their duties and responsibilities, the comparison of remuneration with other firms in the same industry, the Company’s business operations and profit. The proposed remuneration for year 2011 and the information of this agenda are provided in page 21-22. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: The Meeting should approve the remuneration of the directors and sub-committees, as proposed by the Remuneration Committee. | |||||||||||||||||||||||||||||||||||||
| Agenda 7. | To consider and approve the appointment of the Company’s independent auditors and fix the auditing fee for year 2011. | ||||||||||||||||||||||||||||||||||||
| Background and rational: Under Section 120 of the Public Limited Company Act B.E. 2535 and Article 36 of the Articles of Association of the Company. The appointment of auditors and determination of the auditing fee for the financial year that will end on December 31, 2011 require the meeting approval. The information of this agenda are provided in page 22-23. | |||||||||||||||||||||||||||||||||||||
| Audit Committee’s Opinion: The Audit Committee has considered and acknowledged the work performance of the current independent auditor team he has witnessed through the past working period. Then, they would like to propose that the same team members be re-appointed to continue serving as the Company’s independent auditors for the fiscal year 2011. They are Mr. Sophon Permsirivallop CPA # 3182 or Ms. Rungnapa Lertsuwankul CPA # 3516 or Mr. Chayapol Suppasedtanon CPA # 3972 or Ms. Pimjai Manitkajohnkit CPA # 4521 from Ernst & Young Office Limited with the auditing fee at Bt1,426,000, which is Bt66,000 more from Bt1,360,000 in the year 2010 and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt765,000, which is Bt35,000 more from Bt730,000 in the year 2010 and the special audit fee of BOI-Non BOI financial statements at Bt80,000 which is equal to that of the previous year. In addition, Audit Committee agreed that the said amount of auditing fee is in the appropriate level compare with other firms in the same business, considering the workload, comparable pay rate in the same business and the Company’s business growth and expansion. Moreover, they has also serves as the independent auditor of 13 subsidiaries of the Company. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: By recommendation of the Audit Committee, the Meeting should approve the appointment of the Company’s independent auditors from Ernst & Young Office Limited as follow; Mr. Sophon Permsirivallop CPA # 3182 or Ms. Rungnapa Lertsuwankul CPA # 3516 Mr. Chayapol Suppasedtanon CPA # 3972 or Ms. Pimjai Manitkajohnkit CPA # 4521 with the auditing fee at Bt1,426,000, which is Bt66,000 more from Bt1,360,000 in the year 2010 and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt765,000, which is Bt35,000 more from Bt730,000 in the year 2010 and the special audit fee of BOI-Non BOI financial statements at Bt80,000 which is equal to that of the previous year. | |||||||||||||||||||||||||||||||||||||
| Agenda 8. | To consider and approve the Amendment to Article 3 (Objectives) of Memorandum under section 31 of Public Limited Company Act B.E.2535(1992). | ||||||||||||||||||||||||||||||||||||
| Background and rational: For the purpose of this addition is to further clarify the Company’s existing trading objectives as well as to extend their coverage to the Company’s new activities related to this biogas conversion transaction. It is necessary to add the following trading objectives to the existing ones. The amendment of the Article 3 (Objectives) is as stated hereunder: | |||||||||||||||||||||||||||||||||||||
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| Board’s Opinion: The Meeting should approve the Amendment to Article 3 (Objectives) of Memorandum under section 31 of Public Limited Company Act B.E.2535 (1992). | |||||||||||||||||||||||||||||||||||||
| Agenda 9 | To consider and approve the Company and/or subsidiaries to increase the limit of bond issuance and expand the scope of delegation of authority for the authorized directors to do or act things in respect of bond issuance and offerings. The information of this agenda are provided in page 24. | ||||||||||||||||||||||||||||||||||||
| Background and rational: Reference is made to the Minutes of Extraordinary General Meeting of Shareholders No.1/2548, agenda 2: to consider and approve the company and/or Subsidiaries to issue bonds, the Meeting has approved the company and /or Subsidiaries to issue and offer of Bonds for the total amount of not exceeding Bt8,500 million or other currency in equivalent amount and also approved two authorized directors to have the power under the limitation of law to determine all acts and things in respect of the issue and offer of Bonds. The company has now issued 3 tranches of Bonds ; Bt3,200 million tranche issued in 2007 ( which will be expired in 2011), Bt1,500 million tranche issued in 2008 (which will be expired in 2010) and Bt500 million tranche issued in 2008 (which will be expired in 2013). Due to the company’s business growth during past years and the acquisiton of MW Brands in 2010, the financial requirements of the company and /or Subsidiaries have increased significantly. Therefore, the company and/or Subsidiaries foresee the needs to increase the limit of bond issuance to support the future funding requirements from Bt8,500 million to not exceeding Bt15,000 million or other currency in equivalent amount for the purposes of Debt refinancing and expansion in the future. The bond may be issued and offered in one or more tranches in one or several occasions. The primary objective of the issue is to ensure optimal cash management and risk control as refinancing will help control cost of debts under the rising interest rate environment. The bond may be offered to the public and /or institutional investors and/or local investors and/or foreign investors in accordance with the relevant notifications of the office of the Securities and Exchange Commission. The Chairman also requested the meeting to approve to expand the scope of delegation of authority for Mr.Thiraphong Chansiri and Mr. Chan Tin King, the authorized directors of the company to have the power under the limitation of law to determine all acts and things on behalf of the company in respect of the issue and offer of Bonds as follows; | |||||||||||||||||||||||||||||||||||||
(a) Structure, adjust, amend, cancel, increase, decrease and/or redeem any type, tranche, details of the issued bonds, including (but not limited to) the terms and conditions in relation to rights and obligations of the issuer and bondholders, number of bonds, interest rate, subscription period, security or guarantee, representations and warranties, covenants, financial conditions, definition and/or offering and allocation method. (b) Determine whether the bondholders may have the right to redeem the bond before maturity (Put Option) and/or whether the company may have the right to redeem the bond before maturity (Call Option). (c) Appoint and/or revoke of arranger/underwriter, registrar and /or bondholders’ representative (if any), as well as to list the bonds on the Stock Exchange of Thailand, The Thai Bond Market Association or any secondary markets. (d) Negotiate, execute, sign, initial and deliver any agreement and/or other relevant documents with respect to the issuance and offering of the bonds; and (e) Enter into derivative transactions and/or any relevant contracts solely for the purpose of hedging against the company’s risk arising from bond issuance and offering, including (but not limit to) amend, extend, shorten, and terminate such derivative transactions and/or relevant contracts. (f) Do all such other acts and things as the authorized persons deem necessary or desirable for the purpose of facilitating or implementing the issue and offer of the bonds. In the event that Mr. Thiraphong Chansiri and Mr. Chan Tin King have approved the acts and things as authorized in (a)-(f) above, the Chairman requested the meeting to approve that in order to facilitate the bond issuance and offering, any two of the company’s directors shall have the power to jointly sign any relevant agreements and/or documents in relation to the bond issuance and offering and /or relevant documents with respect to the acts and things as specified in (a)-(f) above. |
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| Board’s Opinion: The Meeting should approve the Company and/or subsidiaries to increase the limit of bond issuance and expand the scope of delegation of authority for the authorized directors to do or act things in respect of bond issuance and offerings. | |||||||||||||||||||||||||||||||||||||
| Agenda 10 | To consider and approve the expenses for transactions per year of the connected transactions into supporting commercial transactions and asset or service transactions categories with connected persons for 3 years. | ||||||||||||||||||||||||||||||||||||
| Background and rational: The recent acquisition of MW Brands had led to the Company's negative NTA for the fiscal year ending December 31, 2010 due primarily to considerably high value of intangible asset entries (trademark and goodwill). Pursuant to the Notification No. Tor.Jor.21/2551 of Capital Market Supervisory Board (CMSB) Governing Connected Transaction Criteria for Listed Companies, such that high value of intangible asset entries requires listed company seeking to enter into any connected transaction worth over Bt20 million with its subsidiary (or with other companies with an involvement of connected person) to obtain final approval from its shareholders under professional advice to be given by Company appointed the independent financial advisor. In order to comply with the preceding regulatory requirement, it was deemed appropriate for the Board of Directors to consider determining an allowable amount of the expenses for the following entries and also to consider appointing the independent financial advisor. The information of this agenda are provided in page 25 and attached documents of the disclosure of information concerning the connected transactions of the Company and the opinion of independent financial advisor. | |||||||||||||||||||||||||||||||||||||
| Audit Committee’s Opinion: Audit Committee has considered and concluded that the entry into such transactions are reasonable transactions and will maximize the benefit for the Company and will help the Company run the business with efficiency. Moreover, the value of this transaction are reasonable. | |||||||||||||||||||||||||||||||||||||
| Board’s Opinion: The Meeting should approve the expenses for transactions per year of the connected transactions into supporting commercial transactions and asset or service transactions categories with connected persons for 3 years. | |||||||||||||||||||||||||||||||||||||
| Agenda 11 | To consider other business (if any) |
Determine the record date on which shareholders have the right to attend the shareholders’ meeting and receive dividend on Thursday, March 24, 2011 and fixing the share register book closing date for collecting shareholders names under Section 225 of the Securities and Exchange Act B.E. 2535 on Friday, March 25, 2011.
THIS NOTICE is issued on March 24, 2011, at the Company’s office, Bangkok Metropolis.
Download 1: Minutes of the Extraordinary General Meeting of Shareholders No. 1/2553 (2010)
Download 2: 3 Forms of Proxy (Please choose one)
Download 3: Map of the Meeting place
Download 4: The disclosure of information concerning the connected transactions of the Company
Download 5: The opinion of Independent Financial Advisor (IFA report)
Yours sincerely,
Thai Union Frozen Products Public Company Limited
Office of the President
Tel.: 66 (0) 2298 0024 Ext. 670 -2
Download Invitation to the Annual General Meeting of Shareholders for year 2009
| Subject: | Invitation to the Annual General Meeting of Shareholders for year 2009 |
| To: | Shareholders of the Company |
| Enclosed: | 1. 2008 Annual Report |
| 2. A copy of the Minutes of the Annual General Meeting of Shareholders for year 2551 (2008) | |
| 3. The Articles of Association (Section 6 - Meeting of Shareholders) | |
| 4. Information for consideration of the election of the Company’s directors | |
| 5. Information for consideration of Director Remuneration | |
| 6. Information for Appointment of the Company’s Independent Auditor | |
| 7. Proxy Forms (Please choose only one out of the three types enclosed) | |
| 8. Profile of Proxy Independent Director and Audit Director | |
As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Annual General Meeting of Shareholders for year 2552 (2009) on the 9th day of April 2009 at 2:00 p.m. at Pinnacle Room 1-3, 4th Floor, Intercontinental Hotel, Ploenchit Road, Bangkok to consider the following agendas.
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| Agenda 1 | To certify the Minutes of the Annual General Meeting of Shareholders for 2551 (2008). Board’s Opinion: The Minutes of the Annual General Meeting of Shareholders for 2551 (2008), dated April 21, 2008, should be approved. |
| Agenda 2 | To consider and approve the Company’s annual report and acknowledge the operational results for 2008. Board’s Opinion: The Meeting should approve the annual report and acknowledge the operational results for the year 2008. |
| Agenda 3 | To consider and approve the financial statements for the fiscal year ended 31 December, 2008 and the allocation of net profit. Board’s Opinion: The Meeting should approve the audited financial statements for fiscal year ended December 31, 2008. The Meeting should also allocate the net profit for the dividend payment for the Company’s operational period between July 1 to December 31, 2008 at Bt0.70 per share or Bt618,219,665 in total, and Bt8,404,957,676 as retained earnings forward. |
| Agenda 4 | To consider and approve the election of the Company’s directors in place of those who are due to retire by rotation, and fix the remuneration for 2009. Board’s Opinion: Following the Articles of Association, 5 directors from total 14 directors will retire. The meeting should elect Mr. Chan Hon Kit, Mr. Rittirong Boonmechote, Mr. Kiti Pilunthanadilok, Mr. Chan Shue Wing and Mr. Chan Shue Chung, whose tenure ended, as replacement directors to continue holding their directorship for another term and fix the remuneration which is equal to that paid in the previous year. |
| Agenda 5 | To consider and approve the appointment of the Company’s independent auditor and fix the auditing fees for 2009. Board’s Opinion: The Meeting is hereby advised to appoint Mr. Sophon Permsirivallop; CPA (Thailand) No. 3182 or Mr. Narong Puntawong; CPA (Thailand) No. 3315 or Mr. Ruth Chaowangawi; CPA (Thailand) No. 3247 or Ms. Rungnapa Lertsuwankul; CPA (Thailand) No. 3516, the auditors from Ernst & Young Office Limited, as the auditor of the Company for 2009 and consider fixing the annual auditing fees at Bt1,360,000 (One Million Three Hundred and Sixty Thousand Baht), which is Bt120,000 more from Bt1,240,000 in the year 2008 and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt730,000, which is Bt60,000 more from Bt670,000 in the year 2008. |
| Agenda 6 | To consider other business (if any) |
Determine shareholders entitled to attend shareholders' meeting and receive dividend to be held on Thursday, March 19, 2009. The determination of those shareholders must be carried out in compliance with Section 225 of Securities and Stock Exchange Act by means of closing of share registration book on March 20, 2009.
THIS NOTICE is issued on March 6, 2009, at the Company’s office, Bangkok Metropolis.
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Yours sincerely,
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19 March 2008
Subject: Invitation to the Annual General Meeting of Shareholders for year 2009
To: Shareholders of the Company
| Enclosed: | 1. 2008 Annual Report |
| 2. A copy of the Minutes of the Annual General Meeting of Shareholders for year 2551 (2008) | |
| 3. The Articles of Association (Section 6 - Meeting of Shareholders) | |
| 4. Information for consideration of the election of the Company's directors | |
| 5. Information for consideration of Director Remuneration | |
| 6. Information for Appointment of the Company's Independent Auditor | |
| 7. Proxy Forms (Please choose only one out of the three types enclosed) | |
| 8. Profile of Proxy Independent Director and Audit Director |
As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Annual General Meeting of Shareholders for year 2552 (2009) on the 9th day of April 2009 at 2:00 p.m. at Pinnacle Room 1-3, 4th Floor, Intercontinental Hotel, Ploenchit Road, Bangkok to consider the following agendas.
| Agenda 1 | To certify the Minutes of the Annual General Meeting of Shareholders for 2551 (2008). |
| Board's Opinion: The Minutes of the Annual General Meeting of Shareholders for 2551 (2008), dated April 21, 2008, should be approved. | |
| Agenda 2. | To consider and approve the Company's annual report and acknowledge the operational results for 2008. |
| Board's Opinion: The Meeting should approve the annual report and acknowledge the operational results for the year 2008. | |
| Agenda 3. | To consider and approve the financial statements for the fiscal year ended 31 December, 2008 and the allocation of net profit. |
| Board’s Opinion: The Meeting should approve the audited financial statements for fiscal year ended December 31, 2008. The Meeting should also allocate the net profit for the dividend payment for the Company's operational period between July 1 to December 31, 2008 at Bt0.70 per share or Bt618,219,665 in total, and Bt8,404,957,676 as retained earnings forward. | |
| Agenda 4. | To consider and approve the election of the Company's directors in place of those who are due to retire by rotation, and fix the remuneration for 2009. |
| Board’s Opinion: Following the Articles of Association, 5 directors from total 14 directors will retire. The meeting should elect Mr. Chan Hon Kit, Mr. Rittirong Boonmechote, Mr. Sakdi Kiewkarnkha, Pol.Maj.Gen. Pracha Anucrokdilok and Mr. Chan Tin King, whose tenure ended, as replacement directors to continue holding their directorship for another term and fix the remuneration which is equal to that paid in the previous year. | |
| Agenda 5. | To consider and approve the appointment of the Company's independent auditor and fix the auditing fees for 2008. |
| Board’s Opinion: The Meeting is hereby advised to appoint Mr. Sophon Permsirivallop; CPA (Thailand) No. 3182 or Mr. Narong Puntawong; CPA (Thailand) No. 3315 or Mr. Ruth Chaowangawi; CPA (Thailand) No. 3247 or Ms. Rungnapa Lertsuwankul; CPA (Thailand) No. 3516, the auditors from Ernst & Young Office Limited, as the auditor of the Company for 2008 and consider fixing the annual auditing fees at Bt1,360,000 (One Million Three Hundred and Sixty Thousand Baht), which is Bt120,000 more from Bt1,240,000 in the year 2008 and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt730,000, which is Bt60,000 more from Bt670,000 in the year 2008.
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| Agenda 6. | To consider other business (if any) |
Determine shareholders entitled to attend shareholders' meeting and receive dividend to be held on Thursday, March 19, 2009. The determination of those shareholders must be carried out in compliance with Section 225 of Securities and Stock Exchange Act by means of closing of share registration book on March 20, 2009.
THIS NOTICE is issued on March 6, 2009, at the Company's office, Bangkok Metropolis.
Download File 1: Notice of the Ordinary General Meeting of Shareholders for year 2009
Download File 2: Profile of Proxy Independent Director and Audit Director
Yours sincerely,
Thai Union Frozen Product PCL.
Office of the President
Tel 0-2298-0024 ext. 671-2
Subject: Invitation to the Ordinary General Meeting of Shareholders for year 2007
To: Shareholders of the Company
As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Ordinary General Meeting of Shareholders No. 1/2550 (2007) on the 25th day of April 2007 at 2:00 p.m. at Grand Ballroom Room, 1st Floor, Grand Hyatt Erawan Hotel, Rajdamri Road, Bangkok to consider the following agendas.
| Agenda 1 | To certify the Minutes of the Ordinary General Meeting of Shareholders No. 1/2549 (2006). |
| Board's Opinion: The Minutes of the Ordinary General Meeting of Shareholders No. 1/2549 (2006), dated April 25, 2006, should be approved. | |
| Agenda 2. | To consider and approve the Company's annual report and acknowledge the operational results for 2006. |
| Board's Opinion: The Meeting should approve the annual report and acknowledge the operational results for the year 2006. | |
| Agenda 3. | To consider and approve the financial statements for the fiscal year ended 31 December, 2006 and the allocation of net profit. |
| Board's Opinion: The Meeting should approve the audited financial statements for fiscal year ended December 31, 2006. The Meeting should also allocate the net profit for the dividend payment for the Company's operational period between July 1 to December 31, 2006 at Bt0.68 per share or Bt594,358,046 in total, and Bt6,759,149,125 as retained earnings forward. | |
| Agenda 4. | To consider and approve the election of the Company's directors in place of those who are due to retire by rotation, and fix the remuneration for 2007. |
| Board's Opinion: Following the Articles of Association, 5 directors from total 14 directors will retire. The meeting should elect Mr. Kraisorn Chansiri, Mr. Cheng Niruttinanon, Mr. Yasuo Goto, Mr. Takeshi Inoue and Mr. Rittirong Boonmechote, whose tenure ended, as replacement directors to continue holding their directorship for another term. | |
| Agenda 5. | To consider and approve the appointment of the Company's independent auditor and fix the auditing fees for 2007. |
| Board's Opinion: The Meeting is hereby advised to appoint Mr. Sophon Permsirivallop; CPA (Thailand) No. 3182 or Mr. Narong Puntawong; CPA (Thailand) No. 3315 or Mr. Ruth Chaowangawi; CPA (Thailand) No. 3247 or Ms. Rungnapa Lertsuwankul; CPA (Thailand) No. 3516, the auditors from Ernst & Young Office Limited, as the auditor of the Company for 2007 and consider fixing the annual auditing fees at Bt1,240,000. | |
| Agenda 6. | To consider other business (if any) |
The Company has closed the share registration book, since April 5, 2007 at 12:00 p.m. onwards until the meeting is adjourned, to determine the right of the shareholders to attend the Ordinary General Meeting of Shareholders No. 1/2550 (2007) and receive dividend.
Kindly attend the meeting at the date, time and place mentioned above. Those who wish to appoint proxies to attend and vote at the Meeting on their behalf are kindly requested to complete and execute the enclosed proxy forms together with required supporting documents, which must be deposited with Chairman of the Meeting or the person entrusted by the Chairman prior to the Meeting.
THIS NOTICE is issued on 5th day of April 2007, at the Company's office, Bangkok Metropolis.
Yours sincerely,
Download Invitation to the Ordinary General Meeting of Shareholders for year 2006
Subject: Invitation to the Ordinary General Meeting of Shareholders for year 2006
To: Shareholders of the Company
| Enclosed: | 1. 2005 Annual Report (Online April 7, 2006) |
| 2. A copy of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2548 (2005) | |
| 3. The Articles of Association (Section 6 - Meeting of Shareholders) | |
| 4. Information for consideration of the election of the Company’s directors | |
| 5. Information for consideration of Director Remuneration | |
| 6. Information for Appointment of the Company’s Auditor | |
| 7. Proxy Forms (Please choose only one out of the four types enclosed) | |
| 8. Profile of Proxy Independent Director and Audit Director |
As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Ordinary General Meeting of Shareholders No. 1/2549 (2006) on the 25th day of April 2006 at 2:00 p.m. at Concord 4-6 Room, 4th Floor, Intercontinental Hotel Bangkok, Ploenchit Road, Bangkok to consider the following agendas.
| Agenda 1 | To certify the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2548 (2005). |
| Board's Opinion: The Minutes of the Extraordinary General Meeting of Shareholders No. 1/2548 (2005), dated November 23, 2005, should be approved. | |
| Agenda 2. | To consider and approve the Company’s annual report and acknowledge the operational results for 2005. |
| Board’s Opinion: The Meeting should approve the annual report and acknowledge the operational results for the year 2005. | |
| Agenda 3. | To consider and approve the financial statements for the fiscal year ended 31 December, 2005 and the allocation of net profit. |
| Board's Opinion: The Meeting should approve the audited financial statements for fiscal year ended December 31, 2005. The Meeting should also allocate the net profit for the dividend payment for the Company’s operational period between July 1 to December 31, 2005 at Bt0.64 per share or Bt556,339,808 in total, and Bt5,786,272,077 as retained earnings forward. | |
| Agenda 4. | To consider and approve the election of the Company’s directors in place of those who are due to retire by rotation, and fix the remuneration for 2006. |
| Board's Opinion:Following the Articles of Association, 5 directors from total 14 directors will retire. The meeting should elect Mr. Chan Hon Kit, Mr. Thiraphong Chansiri, Mr. Kiti Pilanthanadiloke, Mr. Chan Shue Wing and Mr. Chan Shue Chung, whose tenure ended, as replacement directors to continue holding their directorship for another term. | |
| Agenda 5. | To consider and approve the appointment of the Company’s independent auditor and fix the auditing fees for 2006. |
| Board's Opinion: The Meeting is hereby advised to appoint Mr. Sophon Permsirivallop; CPA (Thailand) No. 3182 or Mr. Narong Puntawong; CPA (Thailand) No. 3315 or Mr. Ruth Chaowangawi; CPA (Thailand) No. 3247 or Ms. Rungnapa Lertsuwankul; CPA (Thailand) No. 3516, the auditors from Ernst & Young Office Limited, as the auditor of the Company for 2006 and consider fixing the annual auditing fees at Bt1,155,000. | |
| Agenda 6. | To consider other business (if any) |
The Company has closed the share registration book, since April 7, 2006 at 12:00 p.m. onwards until the meeting is adjourned, to determine the right of the shareholders to attend the Ordinary General Meeting of Shareholders No. 1/2549 (2006) and receive dividend.
Kindly attend the meeting at the date, time and place mentioned above. Those who wish to appoint proxies to attend and vote at the Meeting on their behalf are kindly requested to complete and execute the enclosed proxy forms together with required supporting documents, which must be deposited with Chairman of the Meeting or the person entrusted by the Chairman prior to the Meeting.
THIS NOTICE is issued on 3rd day of April 2006, at the Company’s office, Bangkok Metropolis.
Yours sincerely,
Mr. Kraisorn Chansiri
Chairman
Office of the President
Tel 0-2298-0024 ext. 671-2