Notice of the Annual General Meeting of Shareholders for year 2010

Subject: Invitation to the Annual General Meeting of Shareholders for year 2010

To: Shareholders of the Company

As the Board of Directors of Thai Union Frozen Products Public Company Limited resolved to convene the Annual General Meeting of Shareholders for year 2553 (2010) on the 22th day of March 2010 at 2:00 p.m. at Dusit Thani Hall Room, 2nd Floor, Dusit Thani Hotel, Rama IV Road, Bangkok to consider the following agendas.

Agenda 1 To certify the Minutes of the Annual General Meeting of Shareholders for 2009 held on April 9, 2009.
  Background and rational: The 2009 Annual General Meeting of shareholders was held on Thursday, 9 April 2009. A copy of the Minutes is provided in page 5-12.
  Board’s Opinion: The Minutes of the 2009 Annual General Meeting of shareholders were accurately recorded and should be approved by the meeting.
Agenda 2. To consider and approve the Company’ annual report and acknowledge the operational results for 2009.
  Background and rational: The Company’s operating results of 2009 is shown in the 2009 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 the year 2009.
Agenda 3. To consider and approve the financial statements for the fiscal year ended 31 December, 2009 and the report of Independent Auditor.
  Background and rational: The Company’s financial statements for the fiscal year ended 31 December, 2009 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, 2009 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 dividend payment according to the operating results for the year 2009.
 

Background and rational:

According to the operation results of 2009, the Company has recorded a net profit of Bt3,343,845,983. Therefore, the dividend payment for the Company’s operational period between July 1 to December 31, 2009 shall be at the rate of Bt1.00 per share (based on registered and paid-up capital of 883,170,950 shares), thus totaling Bt883,170,950. In addition, after combining the interim dividend paid to shareholders on August 31, 2009, the Company’s total dividend pay-out for the year 2009 was Bt1.92 per share, or pay-out ratio of 50.71% of total net profit achieved. The comparison of previous dividend payment records is shown as follows:

Details of Dividend Payment Year 2009 Year 2008 Year 2007
1. Net Profit (Million Baht)
3,343.85
2,200.47
1,823.30
2. Number of Shares
883,170,950
883,170,950
878,794,950
3. Total Dividend Payment per share (Baht : Share)
1.92
1.26
1.11
3.1 Interim Dividend (Baht : Share)
0.92
0.56
0.55
3.2 Annual Dividend (Baht : Share)
1.00
0.70
0.56
4. Total Dividend Amount (Million Baht)
1,695.69
1,112.80
975.46
5. Dividend Payout Ratio (Percent)
50.71
50.57
53.50
5. Dividend Payout Ratio (Percent)
50.04
50.71
50.57

Our dividend policy remains the minimum 50% payout of our net profit with semi-annual payments. Since 2002, we have been paying dividends twice a year.
  Board’s Opinion: The Meeting should approve the dividend payment for the Company’s operational period between July 1 to December 31, 2009 at the rate of Bt1.00 per share with the total amount of Bt883,170,950. The dividend payment will be payable to shareholders whose names are recorded in the share register book as of March 2, 2010 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 3, 2010. The dividend will be paid on Monday, March 29, 2010. Dividend payment of Bt0.70 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 Bt0.30 per share is subject to 10% withholding tax, or Bt0.03 per share, as it derived from profit under non-BOI privilege. The net dividend paid will value Bt0.97 per share.
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 2009, the Board consists of 14 existing directors and 5 directors who are due to retire from office are as follow:

1. Mr. Kraisorn Chansiri
2. Mr. Cheng Niruttinanon
3. Mr. Yasuo Goto
4. Mr. Takeshi Inoue
5. Mr. Sakdi Kiewkarnkha

3. Mr. Chan Shue Wing resigned from directorship, effective from March 16, 2010.

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 7 to February 12, 2010. 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.

6. As only 3 independent directors currently sit on the Company's board, which is composed of 14 members in total, Dr. Thamnoon Ananthothai is proposed as qualified candidate to perform director functions in replacement of Mr. Chan Shue Wing, who has resigned from his directorship as independent director. This proposal is aimed to increase the number of independent directors to at least one-third of the total number of board members, as required by the Company's criteria. Dr. Thammanoon is a qualified and able person fully equipped with strong background in both capital and financial markets. Together with this proposal, it is hereby agreed to increase the total number of board members from currently 14 to 15. In doing so, Mr. Kirati Assakul, who carries with him long experience in business management, will be serving as new director on capacity as independent director.
  Board’s Opinion: The Meeting should approve the election of 7 persons nominated by the Board, of which details are shown in the enclosed document, as follows:
Name of Director Type of Directorship Remarks
1. Mr. Kraisorn Chansiri Chairman Continue one more term
2. Mr. Cheng Niruttinanon Director Continue one more term
3. Mr. Yasuo Goto Director Continue one more term
4. Mr. Takeshi Inoue Director Continue one more term
5. Mr. Sakdi Kiewkarnkha Independent Director Continue one more term
6. Dr. Thamnoon Ananthothai Independent Director Replace Mr. Chan Shue Wing who resigned
7. Mr. Kirati Assakul Independent Director New director

 
Agenda 6. To consider and approve the remuneration of the Board members for the year 2010.
  Background and rational: The Board has considered the remuneration of directors and sub-committee for the year 2010 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 the year 2010 and the information of this agenda are provided in page 20.
  Board’s Opinion: The Meeting should approve the remuneration of the directors and sub-committee.
Agenda 7 To consider and approve the appointment of the Company’s independent auditors and fix the auditing fee for year 2010.
  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, 2010 require the meeting approval. The information of this agenda is provided in page 21-22.
  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 2010. They are Mr. Sophon Permsirivallop CPA # 3182 or Mr. Narong Puntawong CPA # 3315 or Mr. Ruth Chaowangawi CPA # 3247 or Ms. Rungnapa Lertsuwankul CPA # 3516 from Ernst & Young Office Limited with the auditing fee at Bt1,360,000, which is equal to that of the previous year and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt730,000, which is equal to that of the previous year.
  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 Mr. Narong Puntawong CPA # 3315 or Mr. Ruth Chaowangawi CPA # 3247 or Ms. Rungnapa Lertsuwankul CPA # 3516 with the auditing fee at Bt1,360,000, which is equal to that of the previous year and the quarterly review of the interim financial statements (altogether 3 quarters) at Bt730,000, which is equal to that of the previous year.
Agenda 8 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 Tuesday, March 2, 2010 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 Wednesday, March 3, 2010.

THIS NOTICE is issued on February 19, 2010, at the Company’s office, Bangkok Metropolis.

Yours sincerely,

 


Mr. Kraisorn Chansiri
Chairman

Office of the President
Tel 0-2298-0024 ext. 671-2

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