August 11, 2010

Subject: Invitation to the Extraordinary General Meeting of Shareholders No. 1/2553 (2010)
To: Shareholders of the Company

Enclosed: (PDF File)

  1. A copy of the Minutes of the Annual General Meeting of Shareholders for year 2553 (2010)
  2. The Disclosure of Information concerning the Acquisition of Assets of the Company
  3. The opinion of the Independent Financial Advisor
  4. The details of terms and conditions of the Credit Facility Agreement(s)
  5. The details of terms and conditions of the issuance and offering of convertible debentures
  6. The Articles of Association (only for the parts regarding the Meeting of Shareholders)
  7. Three (3) Forms of Proxy (Please choose only form)
  8. Profile of Proxy Independent Director and Audit Committee
  9. Map of the Meeting venue

As the Board of Directors of Thai Union Frozen Products Public Company Limited (the “Company”) resolved to convene the Extraordinary General Meeting of Shareholders No. 1/2553 (2010) on Thursday, the 2nd day of September 2010 at 14:00 hrs. at Ballroom Room, 23rd Floor, Centara Grand at Central World, Rama I Road, Bangkok to consider the following agendas.

 
Agenda 1 To certify the Minutes of the Annual General Meeting of Shareholders for 2010.
Background and rational:The 2010 Annual General Meeting of shareholders was held on Monday, 22 March 2010. A copy of the Minutes is provided in the Attachment No. 1
Board’s Opinion:The Minutes of the 2010 Annual General Meeting of shareholders were accurately recorded and should be approved by the meeting.
Agenda 2 To consider and approve the entry into Share Purchase Agreement and relevant agreement(s) in regards to the acquisition of shares and business of MW Brands Holdings SAS.
Background and rational:On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to acquire shares of MW Brands Holdings SAS totalling 31,367,000 shares or 100% of the total shares of MW Brands Holdings SAS and additional 417,517 shares to be issued upon exercise of stock option granted by MW Brands Holdings SAS. The details of which are contained in the Disclosure of Information concerning the Acquisition of Assets of the Company and the opinion of the Independent Financial Advisor (Attachment No. 2 and 3).
Board’s Opinion:The shareholders should approve the Company to acquire shares of MW Brands Holdings SAS totalling 31,367,000 shares or 100% of the total shares of MW Brands Holdings SAS and additional 417,517 shares to be issued upon exercise of stock option granted by MW Brands Holdings SAS.
Agenda 3 To consider and approve the execution of Credit Facility Agreement(s) for the acquisition of shares and business of MW Brands Holdings SAS.
Background and rational:On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to enter into the Credit Facility Agreement(s) in order to apply the proceeds, as a part of total funding requirement, from such fund raising for acquisition of shares and business of MW Brands Holdings SAS and the entry into and performance of terms and conditions as specified in agreements or documents including Finance Document and other related documents and the authorization of the directors of the Company to enter into the Credit Facility Agreement(s) and Finance Documents. The details of terms and conditions of the Credit Facility Agreement(s) are contained in Attachment No. 4.
Board’s Opinion:The shareholders should approve the Company toenter into the Credit Facility Agreement(s) in order to apply the proceeds, as a part of total funding requirement, from such fund raising for acquisition of shares and business of MW Brands Holdings SAS and the entry into and performance of agreements or documents including Finance Document and other related documents and the authorization of the directors of the Company to enter into the Credit Facility Agreement(s) and Finance Documents as follows:
  1. Mr.Thiraphong Chansiri and/or Mr.Chan Tin King to determine the terms of the Finance Documents (e.g., interest rate, tenor, terms and conditions, financial covenants, restrictions), including the amendment to the key terms of the Finance Documents as they think fit for the benefit of the Company,
  2. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to jointly sign with the corporate seal on behalf of the Company to enter into the Finance Documents including without limitation, sign, execute, initial and certify documents, applications or evidence and any other related documents or agreements and notices (including, if relevant, any Utilization Request and Selection Notice to be dispatched by it under or in connection with the Finance Documents, and
  3. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to carry out such other acts and/or to execute and sign any amendments, notices, certificates, instruments, deeds, agreements and such other documents as they deems necessary or incidental to the transaction contemplated in sub-paragraphs1. and 2. above.
Agenda 4 To consider and approve the reduction of the Company’s registered capital from Baht 885,090,950 to Baht 883,170,950 and the amendment of Clause 4 of the Company’s memorandum of association to be consistent with the reduction of the Company's registered capital.
Background and rational:On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to reduce the Company’s registered capital from Baht 885,090,950 to Baht 883,170,950 by cancelling 1,920,000 registered but unalloted ordinary shares in order to increase the registered capital to another amount for other purpose and the amendment to Clause 4 of the Company’s memorandum of association by replacing the existing contents with the following;

“Clause 4. Registered Capital 883,170,950 Baht
(Baht Eight hundred eighty three million one hundred seventy thousand nine hundred fifty)
Divided into   883,170,950 shares
(Eight hundred eighty three million one hundred seventy thousand nine hundred fifty shares)
At Par value of  1 Baht    (Baht One)   
Classified as: Ordinary shares  883,170,950 shares
(Eight hundred eighty three million one hundred seventy thousand nine hundred fifty shares)
Preference shares   None ( - )”

Board’s Opinion: The shareholders should approve the Companyto reduce the Company’s registered capital from Baht 885,090,950 to Baht 883,170,950 by cancelling 1,920,000 registered but unalloted ordinary shares in order to increase the registered capital to another amount for other purpose and the amendment to Clause 4 of the Company’s memorandum of association to be consistent with the reduction of the Company’s registered capital
Agenda 5 To consider and approve the increase of the Company’s registered capital in the additional amount of Baht 116,829,050 from the current registered capital of Baht 883,170,950 and the new registered capital will be Baht 1,000,000,000 for the purpose of reserving the issuance of newly issued convertible debentures and issuing new ordinary shares to the existing shareholders on a pro rata basis (Right Offering) or to the investor(s) on a Private Placement basis and the amendment of Clause 4 of the Company’s memorandum of association to be consistent with the increase of the Company’s registered capital.
Background and rational:On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to increase the Company’s registered capital from the current registered capital of Baht 883,170,950 to Baht 1,000,000,000 for the purpose of reserving the issuance of newly issued convertible debentures and issuing new ordinary shares to the existing shareholders on a pro rata basis (Right Offering) or to the investor(s) on a Private Placement basis and the amendment to Clause 4 of the Company’s memorandum of association by replacing the existing contents with the following;

“Clause 4. Registered Capital 1,000,000,000 Baht  (Baht One Billion)    
Divided into   1,000,000,000 shares  (One Billion shares)
At Par value of  1 Baht     (Baht One)   
Classified as: Ordinary shares  1,000,000,000 shares  (One Billion shares)
Preference shares   None ( - )”

Board’s Opinion: The shareholders should approve the Company to increase the Company’s registered capital from the current registered capital of Baht 883,170,950 to Baht 1,000,000,000 for the purpose of reserving the issuance of newly issued convertible debentures and issuing new ordinary shares to the existing shareholders on a pro rata basis (Right Offering) or to the investor(s) on a Private Placement basis and the amendment to Clause 4 of the Company’s memorandum of association to be consistent with the increase of the Company’s registered capital.
Agenda 6 To consider and approve the issuance and offering of newly issued convertible debentures to specific investor(s) (Private Placement) in the amount of not exceeding Euro 60 million.
Background and rational: On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to issue and offer the newly issued convertible debentures in order to apply the proceeds, as a part of total funding requirement, from such fund raising for acquisition of shares and business of MW Brands Holdings SAS and the entry into and performance of the terms and conditions as specified in the Transaction Documents and other related documents and the authorization of the directors of the Company to enter into the Transaction Documents. The details of terms and conditions of the issuance and offering of convertible debentures are contained in Attachment No. 5.
Board’s Opinion: The shareholders should approve the Company to issue and offer the newly issued convertible debentures in order to apply the proceeds, as a part of total funding requirement, from such fund raising for acquisition of shares and business of MW Brands Holdings SAS and the entry into and performance of Transaction Documents and other related documents and the authorization of the directors of the Company to enter into the Transaction Documents as follows:
  1. Mr.Thiraphong Chansiri and/or Mr.Chan Tin King to determine the terms of the Transaction Documents (e.g., interest rate, tenor, conversion price, conversion period, conversion ratio), including the amendment to the key terms of the Transaction Documents as the Attorney thinks fit for the purpose of the Transaction,
  2. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to jointly sign with the corporate seal on behalf of the company to enter into the Transaction Documents including without limitation, sign, execute, initial and certify documents, applications or evidence and (to the extent applicable) lodge or file any documents with the relevant authorities
  3. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to carry out such other acts and/or to execute and sign any amendments, notices, certificates, instruments, deeds, agreements and such other documents as they deem necessary or incidental to the transaction contemplated in sub-paragraphs1. and 2. above.
Agenda 7 To consider and approve the allotment of new ordinary shares from capital increase of the Company reserving for the issuance of convertible debentures.
Background and rational: On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company to issue and offer for sale of newly issued convertible debentures and also approved the allotment and reserving of new ordinary shares in the amount of 52,174,000 shares for the conversion of convertible debentures. Also, the number of shares reserved can be varies, if there is adjustment of rights in accordance with the details specified in Attachment No. 5
Board’s Opinion: The shareholders should approve the Company for allotment and reserving of new ordinary shares in the amount of 52,174,000 shares for the conversion of convertible debentures. Also, number of shares reserved can be varies, if there is adjustment of rights.
Agenda 8 To consider and approve the allotment of remaining ordinary shares from those shares reserved for the issuance of convertible debentures  to the existing shareholders on a pro rata basis (Right Offering) or to the investors on a Private Placement basis.
Background and rational: On 27 July 2010, the Meeting of Board of Directors of the Company has approved a resolution for the Company for the allotment of remaining ordinary shares from those shares reserved for the issuance of convertible debentures to the existing shareholders on a pro rata basis (Right Offering) or to the investors on a Private Placement basis and authorization of the authorized directors to determine the terms and conditions, including but not limited to, the number of shares, offering price, allotment methodology, the underwriter or the arranger, including the entry into and execution of any relevant documents in relation thereto.
Board’s Opinion: The shareholders should approve the Company for the allotment of remaining ordinary shares from those shares reserved for the issuance of convertible debentures to the existing shareholders on a pro rata basis (Right Offering) or to the investors on a Private Placement basis with the following details:
  1. To allocate not exceeding 32,000,000 newly issued ordinary shares with the par value of Baht 1 per share to the Company’s existing shareholders as per their right offering. In the case there are shares outstanding from the first allocation, the Company will re-allocate the outstanding shares to the shareholder who intends to subscribe the shares in the amount exceeding their right offering according to their rights.
  2. To allocate the balance of 32,655,050 newly issued ordinary shares of the Company with the par value of Baht 1 per share to (1). reserve for the adjustment of right of convertible debentures issued to specific investor(s) (Private Placement) (as approved in Agenda 7 above) in the amount of 1,655,050 shares, and (2). the remaining of which shall be allotted to private placement as prescribed in Clause 24 of Notification of Capital Market Supervisory Board No. TorChor 28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (including any amendment thereto), provided that such persons shall not be the connected persons of the Company.

In addition, the shareholders should approve the Company to authorize the directors of the Company as follows:

  1. Mr.Thiraphong Chansiri and/or Mr.Chan Tin King to determine the terms and conditions, including but not limited to, the number of shares, offering price, allotment methodology, the underwriter or the arranger, etc., Also, including the amendment to the key terms and conditions they think fit for the benefit of the Company,
  2. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to jointly sign with the corporate seal on behalf of the company to enter into any document, letter, agreement in relation to this Transaction Documents including without limitation, sign, execute, initial and certify documents, applications or evidence and (to the extent applicable) lodge or file any documents with the relevant authorities (with or without affixing the Company’s seal) on behalf of the Company, and
  3. Any two of these six directors, namely, Mr.Kraisorn Chansiri, Mr.Chan Hon Kit, Mr.Cheng Niruttinanon, Mr.Chuan Tangchansiri, Mr.Thiraphong Chansiri, and Mr.Chan Tin King to carry out such other acts and/or to execute and sign any amendments, notices, certificates, instruments, deeds, agreements and such other documents as they deems necessary or incidental to the transaction contemplated in sub-paragraphs1.-2. above.
Agenda 9 To consider other business (if any)

Determine the record date on which shareholders have the right to attend the shareholders’ meeting on Tuesday, August 10, 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, August 11, 2010.

 

Yours sincerely,

 


Mr. Kraisorn Chansiri
Chairman

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

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