Subject Attention Enclosures - BMPLCbmplc.co.th/.../Invitation-to-EGM-1_2018-with-Enclosures.pdf · 2018. 7. 3. · Bangkok Sheet Metal Public Company Limited (the “Company”)

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บรษท บางกอกชทเมททล จ ากด (มหาชน) 149 หม 6 ถ.สขสวสด ต.บางจาก อ.พระประแดง จ.สมทรปราการ 10130

Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 No. BM_EGM 001/2561

July 2, 2018

Subject : Invitation for the Extraordinary General Meeting of Shareholders No.1/2018

Attention : Shareholder Bangkok Sheet Metal Public Company Limited

Enclosures 1. Minutes of the 2018 Annual General Meeting of Shareholders on April 24, 2018 2. Summary of Features of Warrants Representing the Right to Purchase Newly Issued

Ordinary Shares of Bangkok Sheet Metal Public Company Limited Series 1 (BM-W1) to be

allocated to the Company’s existing shareholders 3. Capital Increase Report Form (F 53-4) 4. List of names and profiles of nominated Auditors

5. Document and evidence required for attending the Meeting 6. Proxy Form A, Form B and Form C 7. Profiles of Independent Directors for Appointment as Proxy

8. Steps for Attending the Meeting and Guidelines for Vote Casting and Counting in the Meeting

9. Map of the Meeting Venue

Bangkok Sheet Metal Public Company Limited (the “Company”) will convene the Extraordinary General Meeting of Shareholders No.1/2018 on Thursday, August 2, 2018, at 2.00 p.m. at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut

Prakan Province 10130 to consider the following Agenda:

Agenda 1 To approve the Minutes of the Annual General Meeting of Shareholders for the year 2017

Facts and rationales: The Annual General Meeting of Shareholders for the Year 2018 was held

on April 24, 2018. The Minutes were true, duly and completely recorded all agendas specified in the invitation. Details of the minutes was as attached to this Invitation as Enclosure no. 1.

Board of Directors’ opinion: The Board of Directors considered and is of the opinion that the Minutes of the Annual General Meeting of Shareholders for the Year 2018 held on April 24,

2018 were true, duly and completely recorded. The Board of Directors, therefore, deemed it appropriate to propose such minutes to the shareholders’ meeting for approval.

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 Voting: This Agenda shall be passed by the majority votes of the shareholders attending

and are entitled to vote. (Excluding the abstention)

Agenda 2 To consider and approve the issuance and offering of Warrants to purchase the ordinary

shares of the Company Series 1 (BM-W1) in the amount of not exceeding 110,000,000 units

to the existing shareholders and delegate the power to persons designated (In the event that

this agenda has been approved, the Meeting’s required to consider the Agenda no.3, 4, and

5 as they were related to one another)

Facts and rationales: The Company has delivered Summary of Features of Warrants Representing the Right to Purchase Newly Issued Ordinary Shares of Bangkok Sheet Metal

Public Company Limited Series 1 (BM-W1) to be allocated to the Company’s existing shareholders together with this Invitation as Enclosure no. 2.

Board of Directors’ opinion: The Board of Directors deemed it appropriate that the

shareholders’ meeting shall consider and approve the issuance and offering of Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) in the amount of not

exceeding 110,000,000 units to the existing shareholders (Right Offering) at the ratio of 4 existing ordinary shares per 1 unit of Warrant for free. Details of Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) as attached to this Invitation as Enclosure

no. 2.

Nonetheless, the issuance and offering of Warrants to purchase the ordinary shares of the

Company Series 1 (BM-W1) is uncertain and depends upon the approval of the Extraordinary General Meeting of Shareholders No.1/2018.

In the event that the Meeting resolved to approve the issuance and offering of Warrants to

purchase the ordinary shares of the Company Series 1 (BM-W1), the Board of Directors deems it appropriate to fix the date, which the shareholders will be entitled to have the rights

for allotment of warrants to purchase the ordinary shares of the Company (BM-W1) to be on August 9, 2018 (Record Date).

Furthermore, the Meeting should also resolve to delegate the power to the Board of Directors

and/or the authorized directors and/or the persons designated by either the Board of Directors or the authorized directors to process as follows:

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 1. To determine and amend any conditions and relevant details which deems necessary and

appropriate for the issuance of Warrants e.g. details of the offering of Warrants, etc.;

2. To deal with government authorities and relevant authorities and list the Warrants on MAI as well as to sign the documents, application forms for permission, including applications and necessary evidences relevant to such issuance and offering the BM-W1; and

3. To undertake any necessary and appropriate for Warrants issuance and relevant matters e.g. to appoint Thailand Securities Depository Company Limited (for Depositors) or TSD to act as the Company’s registrar, etc.

Voting: This Agenda shall be passed by not less than three-fourths (3/4) of the total votes of the shareholders who attend the Meeting and are eligible to vote.

Agenda 3 To consider and approve to the increase of the Company’s capital registration in the amount

of Baht 55,000,000, from the capital registration of Baht 220,000,000 to Baht 275,000,000 by

issuing new ordinary shares of 110,000,000 shares with a par value of Baht 0.50 (In the

event that this agenda has been approved, the Meeting’s required to consider the Agenda

no.4 and 5 as they were related to one another)

Facts and rationales: In compliance with Section 136 of the Public Company Limited Act B.E. 2535 (1992) (as amended), the Company may increase its registered capital by issuing new

shares. As to reserve for the convertible warrants of the Company to purchase the ordinary shares of the Company Series 1 (BM-W1) in the amount of 110,000,000 units/shares, the Company, thus, required to increase its registered capital.

Board of Directors’ opinion: The Board of Directors deemed it appropriate that the shareholders’ meeting shall approve the increase of the Company’s capital registration for the

amount of Baht 55,000,000, from the capital registration of Baht 220,000,000 to Baht 275,000,000 by issuing new ordinary shares of 110,000,000 shares with a par value of Baht 0.50 as to reserve for the convertible warrants of the Company to purchase the ordinary

shares of the Company Series 1 (BM-W1) for the amount of 110,000,000 units/shares (at the exercise ratio of 1 unit of warrant per 1 ordinary shares). Details of which appear in Capital Increase Report Form (F53-4) which was delivered to the shareholders together with this

Invitation as Enclosure no. 3.

Voting: This Agenda shall be passed by not less than three-fourths (3/4) of the total votes of

the shareholders who attend the Meeting and are eligible to vote.

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 Agenda 4 To consider and approve an amendment of Clause 4 of the Company’s Memorandum of

Association to be in line with the increasing of the registered capital (In the event that this

agenda has been approved, the Meeting’s required to consider the Agenda no. 5 as they

were related to each other)

Facts and rationales: In compliance with the Public Company Limited Act, B.E. 2535 (1992)

(as amended), which prescribe that the Company has to amend of Clause 4 of Memorandum of Association of the Company to be in line with the increase in registered capital that is

approved by shareholders.

Board of Directors’ opinion: The Board of Directors deemed appropriate to propose the

Meeting to consider and approve an amendment of Clause 4 of the Company’s Memorandum of Association as follows:

Clause 4. Registered capital 275,000,000 Baht (Two hundred Seventy five million Bath) Divided into 550,000,000 Shares (Five hundred Fifty million Shares) Par value per share 0.50 Baht (Fifty satang) Classified as Ordinary shares 550,000,000 Shares (Five hundred Fifty million Shares) Preferred shares - Shares (-None -)

By assigning the authorized person to process the amendment of the Company’s

Memorandum of Association with the Department of Business Development, Ministry of Commerce and to be authorized to amend or add wordings in compliance with the registrar’s

directions.

Voting: This Agenda shall be passed by not less than three-fourths (3/4) of the total votes of

the shareholders who attend the Meeting and are eligible to vote.

Agenda 5 To consider and approve the allotment of the 110,000,000 newly issued ordinary shares as to

reserve for the exercise of the Warrants to purchase the ordinary shares of the Company

Series 1 (BM-W1)

Facts and rationales: To be in line with the increase of the Company’s registration and the

issuance and allotment of the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) specified in Agenda no. 3, 4, and 5.

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 Board of Directors’ opinion: The Board of Directors deemed it appropriate to approve the

allotment of the 110,000,000 newly issued ordinary shares at the par value of Baht 0.50 as to

reserve for the exercise of the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) for the amount of not exceeding 110,000,000 units/shares.

Voting: This Agenda shall be passed by the majority votes of the shareholders attending

the meeting and are entitled to vote (Excluding the abstention).

Agenda 6 Other business (if any)

Facts and rationales: Pursuant to Section 105 Paragraph 2 of the Public Company Limited Act B.E. 2535 (1992) (as amended) which provided that “….. shareholders, individually or

collectively holding not less than one-third of the Company’s total issued shares, may propose to the meeting to consider any matters other than those proposed in the invitation …..”

Board of Directors’ opinion: The Board of Directors deemed it appropriate to include this

agenda in the shareholders’ meeting in order to provide the shareholders an opportunity to express their opinions or make any inquiries in relation to the Company in this Agenda and/or

related persons or directors of the Company may response to shareholders’ inquiry (if any).

Registration will begin at 12:00 p.m. onwards. For convenience and expedited meeting

process, it would be very appreciated that shareholders and proxy holders who would like to attend the Meeting will go through Document and evidence required for attending the Meeting which has been delivered to shareholders together with the Invitation as Enclosure no. 4. The

Company shall conduct the Meeting in accordance with the Company’s Articles of Association on Shareholders’ Meetings which has been delivered to shareholders together with the Invitation as Enclosure no. 5. To encourage the Company’s good governance, any

shareholders who is unable to attend the meeting and wish to appoint other person to serve as a proxy to attend the Meeting and cast vote in this Meeting on your behalf, please fill in and sign the Proxy Form A, Form B or Form C (only for foreign shareholder appointing custodian in

Thailand) which has been delivered to the shareholders together with this Invitation as Enclosure no. 6. According to Regulation of Department of Business Development, Re: Form of Proxy (No. 5) B.E. 2550, each of shareholder is entitled to submit only one of the three proxy

forms. (affixed with Baht 20 stamp duty). Shareholders and proxy holders may submit and/or present document and/or evidence required for attending the Meeting as specified in Enclosure no. 4.

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 In addition, shareholders may appoint one of the independent directors proposed by the

Company, profiles of independent directors for appointment as proxy has been delivered to

shareholders together with the Invitation as Enclosure no. 7, to serve as a proxy to attend the Meeting and case vote in this Meeting on your behalf. It would be much appreciated if you could deliver such proxy form to the Company’s address on or before July 26, 2018 or submit

such proxy to the registration officer on the date of Meeting.

Please be informed and attend the Meeting on August 2, 2018, at 2.00 p.m. at Sweet Village,

No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130. Steps for attending the meeting and guidelines for vote casting are shown in Enclosure no. 8. The Map of the Meeting Venue is in Enclosure no. 9.

Please be informed accordingly.

Yours sincerely,

Mr. Damnoen Kaewthawee Chairman of the Board of Directors

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Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229

Enclosure No. 1

Minutes of the 2018 Annual General Meeting of Shareholders

Bangkok Sheet Metal Public Company Limited

Date, Time and Venue

The meeting was held on April 24th

, 2018 at 14:00 hrs at Sweet Village, No. 59/13

Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District,

Samut Prakan Province 10130

Preliminary Proceedings

Ms.Chonlanart Traisub, Conductor of the Meeting introduced the persons attended the

Meeting as follows:

Members of the Board of Directors present at the Meeting

1. Mr. Damnoen Kaewthawee Chairman of the Board of Directors

Audit Committee

Independent Director

2. Mr. Prapart Praisuwanna Chairman of the Audit Committee


3. Ms. Namthip Kitsaksakul Audit Committee


4. Mr.Tanin Sajjaboribun Vice-President Chairman of the Board of Directors

5. Mr. Tirawat Amornthatri Director

6. Mr. Tanes Sujjaboriboon Director

7. Mr.Vinai Vongswangrussamee Director

Executive Committee present at the Meeting

1. Ms. Laongdao Ngamkara Director of Accounting and Financial Department

Invitees to the Meeting

1. Ms. Watoo Kayankannavee Auditor from E Y Office Company Limited

2. Mr. Suphol Kaploydee and Team Financial Advisor from Asset Pro Management Co.,

Ltd

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Enclosure No. 1

3. Mr. Suschanai Puakiatsakul and Team Legal Advisor from Thep Company Limited

They were responsible for the conduct of the Meeting which was to be in accordance with

the law and the Company’s Article of Association. They were to be the Audit Committee

Member counting votes of the Meeting as well.

The conductor informed the 2018 Annual General Meeting of Shareholders (“the

Meeting”) that the Company, in order to promote good corporate governance with respect to

the equitable treatment of the shareholders, had informed the shareholders via the Stock

Exchange and published and announcement on its website (www.bsmp.co.th) on November

22, 2017, inviting the shareholders to propose matters they deemed important and appropriate

to be included in the meeting agenda in the 2018 Annual General Meeting of Shareholders

and to nominate persons whose qualifications met the criteria prescribed by the Company to

be elected as directors by inform the Company on or before December 31, 2017. However, no

shareholder had proposed any agenda item nor nominated any person in accordance with the

prescribed criteria.

After that, the conductor informed the Meeting the meeting agendas including the

voting procedure and the procedure of counting the votes as follows:

Meeting Agenda : the Chairman will proceed all matters in accordance with the order

of agenda specified in the invitation as follows:

Agenda 1 To approve the Minutes of the Annual General Meeting of

Shareholders for the year 2017

Agenda 2 To acknowledge the 2017 Annual Report, Company’s performance for

the year 2017 and Business plan for the year 2018

Agenda 3 To consider and approve the Financial Statements of the Company for

the fiscal year ended December 31, 2017

Agenda 4 To consider and approve the appropriation of the net profit from the

operating results for the Year 2017 as legal reserve

Agenda 5 To consider and approve the dividend payment from the operating

results for the year ended December 31, 2017

Agenda 6 To consider and approve the appointment of directors in place of the

directors who retire by rotation

Agenda 7 To consider and approve the remuneration of the directors for the Year

2018

http://www.bsmp.co.th/

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Enclosure No. 1

Agenda 8 To consider and approve the appointment of the auditors and the

determination of the audit fee for the Year 2018

Agenda 9 To consider and approve the amendment of clause 3 of the Company’s

Memorandum of Association by amending No. 21 of the Company’s

Objectives

Agenda 10 To consider and approve the amendment of Clause 31 of the

Company’s Articles of Association regarding shareholders’ right to

call an extraordinary shareholders’ meeting

Agenda 11 Other Business (if any)

With regards to today’s voting, the Company will use the ballot provided to each

shareholders/proxies at the registration point. Agenda No.1 was ordinary agenda which were

to be decided by the majority votes of the shareholders attending and casting vote, Agenda

No.2 requires no vote casting as it is for acknowledgement and Agenda No. 3-10 were

agendas to be vote. Each shareholder was entitled to vote, in each agenda, to approve,

disapprove or abstain. In addition, Agenda No. 3, 4, 5 and 8 had to be passed with a majority

votes of shareholders attending the meeting and casting vote (excluding the abstained). Only

Agenda No. 6 was to be passed by the two-thirds majority votes of the shareholders attending

the meeting and casting vote. Agenda No. 9-10 were to be passed by the three-fourths

majority votes of the shareholders attending the meeting and casting vote (neither

shareholders have vested interested nor were entitled to vote in this Meeting). Any

shareholders who would like to vote “Disapproved” or “Abstained” would be requested to

sign their names and cross “x” for their preferred choice in the ballot. With regards to the

procedure of counting votes in each agenda, the Chairman will ask the shareholders to

consider and resolve to certify or approve (case by case). And to achieve counting on vote by

quickly, the vote counting would be based on the deduction of counting of “No” and

“Abstained” votes from total number of votes attending the meeting on each agenda. Any

shareholders who would like to vote “No” or “Abstained” will be requested to raise their

hands and the company officers will collect their votes. If no one raised their hand, the vote

would be counted as unanimous. The company officers will count the votes and informs the

Meeting the resolution of each agenda before considering the next agenda. Only Agenda 6,

the appointment of directors, the ballot would be collected at the end of the Meeting, each

shareholder would be required to either place your ballot on your desk or submit it to the

company officers.

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Enclosure No. 1

The Conductor, hence, inform the Meeting that any shareholders who would like to

raise questions(s) shall raise your hand up. Once the Chairman allow, please present oneself

by informing of your own name, surname and inform your status as either a shareholder or a

proxy, such details shall be noted in the minutes of the Meeting.

In addition, to ensure transparency, the Conductor, therefore, had asked for a

volunteer who was a shareholder in the Meeting to participate the voting and counting

procedures and please kindly join the company officers and inform your name-surname as

well as your status as either a shareholder or a proxy.

As there was no voluntary shareholder, the Board of Directors shall assign the

Company Secretary to be a vote-counter in each agenda.

The Conductor, then, asked the Chairman to declare the Meeting opened.

The Chairman thanks you all the shareholders and proxies for their attendance. Today

was the 2018 Annual General Meeting of Shareholders of Bangkok Sheet Metal Public

Company Limited and the time was now 14:00, the total of 18 shareholders held 203,270,400

shares and 11 proxies held 79,967,400 shares of which totally counted to be 29 shareholders

and proxies held 283,237,800 shares or 64.37 % of total 400,000,000 shares were attending

the Meeting. The quorum was now reached a quorum as required by law and the Articles of

Association of the Company. The Chairman, therefore, declared the Meeting open and asked

the Conductor to conduct the Meeting.

Meeting Begins

Agenda 1 To approve the Minutes of the Annual General Meeting of Shareholders

for the year 2017

The Chairman proposed the Meeting to consider and approve the Minutes of

the Annual General Meeting of Shareholders for the year 2017 which was held on April 3,

2017, in which all matters had been considered as provided in the Invitation. Details of which

provided to the shareholders as Enclosure No. 1. The Board of Directors considered and is of

opinion that such minutes were true, and duly and completely recorded and deemed it

appropriate to propose to the shareholders the Minutes of the Annual General Meeting of

Shareholders for the year 2017 which was held on April 3, 2017 for the approval. This

agenda shall be passed by the majority votes of the shareholders attending the meeting and

casting vote.

The Chairman asked if shareholders would like to ask or comment.

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Enclosure No. 1

As there was no question and comment from shareholders, the Chairman

asked the Meeting to consider.

The Conductor asked if any shareholders and/or proxies who disapprove or

abstain in this agenda to raise their hands to let the company officers collect the ballots.

Resolution : The Meeting had considered and resolved to approve the Minutes of the

Annual General Meeting of Shareholders for the year 2017 which was held on April 3, 2017

as proposed by unanimous by the following votes:

Votes Number of Votes cast

(1 share = 1 vote)

% of the number of shares

represented in the meeting and voted

Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Notes: There was one (1) additional shareholder, held 70,000 shares of which totally counted to be 30

shareholders and proxies holding 283,307,800 shares were attending this agenda.

Agenda 2 To acknowledge the 2017 Annual Report, Company’s performance for

the year 2017 and Business plan for the year 2018

The Chairman informed the Meeting that the Company provided the

Company’s performance for the year 2017 to the shareholders, details of which appeared as

the Enclosure No. 2. The Board of Directors, therefore, deemed it appropriate to inform the

shareholders the Company’s performance for the year 2017 and Business plan for the year

2018 and assign Mr. Tirawat Amornthatri, the Managing Director, to report the Company’s

performance for the year 2017 to the shareholders briefly.

Mr. Tirawat Amornthatri, the Managing Director, reported the Company’s

performance for the year 2017 to the shareholders as follows:

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Enclosure No. 1

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Enclosure No. 1


As there was no further inquiry from neither shareholders nor proxies, the

Chairman, then, asked the Meeting to consider the next agenda because this agenda requires

no vote casting as it is for acknowledgement.

Agenda 3 To consider and approve the Financial Statements of the Company for

the fiscal year ended December 31, 2017

The Chairman informed the Meeting that to be complied with the Public

Company Limited Act B.E. 2535(1992) (as amended) and the Company’s Articles of

Association which prescribe that the Company shall prepare the Balance Sheet, the profit and

loss statement of the Company for the fiscal year ended December 31,2017 together with the

auditor’s report. Details of which appear in the Annual Report for the year 2017, Enclosure

No. 2. The Board of Directors deemed it appropriate that the Annual General Meeting of

Shareholders shall approve the Financial Statements of the Company for the fiscal year ended

December 31, 2017 and the auditor’s report which had been considered by the Audit

Committee, the Board of Directors and were audited and certified by Miss Watoo

Kayankannavee, CPA Registration No. 5423 from EY Office Limited, the Company’s auditor

with an unqualified opinion. The Key Audit Matter was about the revenue recognition and

the allowance to reduce inventory to net realizable value. The Company invited the

Company’s auditors to join today Meeting, therefore, if any shareholders would like to ask

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Enclosure No. 1

question(s) about the Company’s Financial Statements for the year ended December 31,

2017, please feel free to raise your hand up.

After that, the Chairman asked Mr. Tanes Sujjaboriboon, the Chief Financial

and Accounting Officer, to report the key summary of the Compnay’s Financial Statements to

the Meeting.

Mr. Suphol Intrakum, a shareholder, requested the Chairman to read details of

the Financial Statements to the Meeting.

Chairman of the Meeting assigned Mr.Tanes Sujjaboriboon, Chief Financial

and Accounting Officer, to report such details to the Meeting.

Mr.Tanes Sujjaboriboon, Chief Financial and Accounting Officer,

summarized the Company’s Financial Statements for the year ended December 31, 2017 as

follows:

Key Summary of the Company’s Financial Statements for the year ended December 31, 2017

(Unit : Baht)

As at December 31,

2017

(Unit : Baht)

As at December 31,

2016

Total current assets 327,168,749 385,809,589

Total non-current assets 569,225,498 446,534,213

Total assets 896,394,247 832,343,802

Total current liabilities 184,631,103 238,706,297

Total non-current liabilities 27,690,971 38,783,006

Total liabilities 212,322,074 277,489,303

Total shareholders’ equity 684,072,173 554,854,499

Total liabilities and shareholders’

equity

896,394,247 832,343,802

Total revenue 846,801,604 850,856,313

Costs of services 687,504,096 662,140,548

Selling expenses 44,776,914 40,111,807

Administrative expenses 58,796,928 71,373,338

Other expenses 3,289,555 6,926,774

Net Profit 44,302,883 59,417,730


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Enclosure No. 1

As there was no inquiry from neither shareholders nor proxies, the Chairman,

then, asked the Meeting to consider and pass a resolution on the agenda item.



Resolution : The Meeting had considered and resolved to approve the Financial Statements of

the Company for the fiscal year ended December 31, 2017 as proposed by the following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Agenda 4 To consider and approve the appropriation of the net profit from the

operating results for the Year 2017 as legal reserve

The Chairman informed the Meeting that to be in compliance with the Public

Company Limited Act B.E. 2535 (1992) (as amended) and the Articles of Association of the

Company which provided that the Company shall appropriate the annual net profit of not less

than 5 percent less retained loss carried forward (if any) as legal reserve until the legal

reserve is not less than 10 percent of the registered capital, unless the Articles of Association

of the company or other law provides for a greater amount of the legal reserve, and propose

to the Annual General Meeting of Shareholders for consideration and approval. As the net

profit of the Company for the year 2017 was equivalent to Baht 44,786,263, the Board of

Directors, therefore, deemed it appropriate to proposed the Meeting to consider and approve

an allocation of the year 2017 net profit as legal reserve for the amount of Baht 2,300,000

which is equivalent to 5.13 percent of the net profit for the year 2017 as provided by law. As

a result, the total legal reserve of the Company amounted to Baht 14,271,500 which is

equivalent to 6.48 percent of the registered capital.


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Enclosure No. 1





Resolution : The Meeting had considered and resolved to approve the appropriateness of the

net profit for the year 2017 in the amount Baht 2,300,000 or equivalent to 5.13 percent of the net

profit as legal reserve. As a result, the total legal reserve of the Company amounted to Baht

14,271,500 which is equivalent to 6.48 percent of the registered capital as proposed by the

following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Agenda 5 To consider and approve the dividend payment from the operating results

for the year ended December 31, 2017

The Chairman informed the Meeting that to be in compliance with the Public

Company Limited Act B.E. 2535 (1992) (as amended) and the Articles of Association of the

Company which provided that no dividend shall be paid out of funds other than profit. In the

case where the company still sustains accumulated loss, no dividend shall be paid. In

addition, the Company also has the policy to pay dividend at the rate of not less than 40

percent of the net profit after deduction of the legal reserve. The Board of Directors found

that the Company had the net profit for the year 2017 for the amount of Baht 44,786,263 and

had the unappropriated retained earnings being recorded in its financial statements. In

addition, after considered also other factors including the Public Limited Company Act and

the Company’s Articles of the Association, operation results, the Company’s financial

position, and the benefit of all related persons, the Board of Directors deemed it appropriate

to propose the Meeting to consider and approve the dividend payment from the operating

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Enclosure No. 1

results for the year ended December 31, 2017 and retained earnings for the amount of Baht

49,600,000 which is equivalent to 116.74 percent of the net profit after deduction of the legal

reserve. Nevertheless, the interim dividends from the operation results for the period starting

from January 1, 2017 to June 30, 2017 had been paid to the shareholders, on December 10,

2017, at the rate of Baht 0.08 per share amounting to Baht 32,000,000. Therefore, the final

remaining dividend payment shall be paid out in cash at the rate of Baht 0.04 per share for the

shareholders of the Company has sold a total of 400,000,000 shares amounting to Baht

17,600,000 which is in line with the allotment of dividend policy of the Company.

The final payment of dividend of Baht 0.04 per share was derived from the

profit which was subject to corporate income tax of 20 percent. Therefore, the natural person

shareholder shall be entitled to a tax credit equivalent to the product of dividend times 20/80.

In the event of the shareholders approve the dividend payment, the Company

has determined the date on which shareholders who have rights to receive dividend payment

(Record Date) is on May 3, 2018 and the dividend payment will be made on May 23, 2018.






Resolution : The Meeting had considered and resolved to approve the dividend payment from

the operating results for the year ended December 31, 2017 and retained earnings for the

amount of Baht 49,600,000 which is equivalent to 116.74 percent of the net profit after

deduction of the legal reserve. Nevertheless, the interim dividends from the operation results

for the period starting from January 1, 2017 to June 30, 2017 had been paid to the

shareholders, on December 10, 2017, at the rate of Baht 0.08 per share amounting to Baht

32,000,000. Therefore, the final remaining dividend payment shall be paid out in cash at the

rate of Baht 0.04 per share for the shareholders of the Company has sold a total of

400,000,000 shares amounting to Baht 17,600,000 which is in line with the allotment of

dividend policy of the Company. And the Meeting also approve to set the date on which

shareholders who have rights to receive dividend payment (Record Date) to be May 3, 2018

and approve the dividend payment to be made on May 23, 2018 by the following votes:

Page 12 of 23



Enclosure No. 1


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Agenda 6 To consider and approve the appointment of directors in place of the

directors who retire by rotation

Before considering this agenda item, the Chairman informed the Meeting that

to be complied with the principles of good corporate governance and to give an opportunity

to the shareholders to ask question(s) freely, the Company would like to invite the nominated

candidates to be elected as directors to leave the meeting room.

After that, the Chairman informed the Meeting that to be complied with the

Public Company Limited Act B.E. 2535 (1992) (as amended) and the Company’s Articles of

Association which prescribe that at every annual general meeting of shareholders, one-third

(1/3) of the total number of directors shall retire from the office. At this Annual General

Meeting of Shareholders for the Year 2018, the directors who retire by rotation are 1) Mr.

Tanes Sujjaboriboon, Director/ Chief Financial and Accounting Officer/ Company Secretary

and 2) Miss Namthip Kitsaksakul, Independent Director/ Audit Committee

The Board of Directors, excluding those who have conflict of interest, passed

the resolution to approve to propose to the Annual General Meeting of Shareholders to

appoint the following directors who retire by rotation to serve their offices and to hold other

position(s) for another term, since the Board of Directors viewed that the retired directors

possess all qualifications and do not have prohibited characteristics of being the Company’s

directors as required by laws. Additionally, the qualification, knowledge, capability and

experience of the said persons are in line with the Company’s requirement. The nominated

candidates to be elected as directors for this year are as follows:

1. Mr. Tanes Sujjaboriboon Director/ Chief Financial and Accounting

Officer/ Company Secretary

2. Miss Namthip Kitsaksakul Independent Director/ Audit Committee

Page 13 of 23



Enclosure No. 1

Further details of profiles of nominated persons as Company’s Director has

been delivered to the shareholders together with the Invitation as Enclosure No. 3.

The Chairman asked if shareholders would like to ask or comment. This

agenda shall be passed by the majority votes of the shareholders attending the Meeting and

are entitled to vote (Excluding the abstention).

As there was no further inquiry, the Chairman of the Meeting, therefore,

requested the Meeting to pass a resolution on the agenda item for each nominated director.

1. Mr. Tanes Sujjaboriboon: Director/ Chief Financial and Accounting

Officer/ Company Secretary

The Conductor asked any shareholders and/or proxies who disapprove or

abstain in this agenda to raise their hands, so the Company’s staffs could collect their ballots.

Resolution : The Meeting had considered and resolved to approve the appointment of Mr.

Tanes Sujjaboriboon to be a director of the Company for another term as proposed by the

following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

2. Miss Namthip Kitsaksakul: Independent Director/ Audit Committee

The Conductor asked any shareholders and/or proxies who disapprove or

abstain in this agenda to raise their hands, so the Company’s staffs could collect their ballots.

Resolution : The Meeting had considered and resolved to approve the appointment of Miss

Namthip Kitsaksakul to be a director of the Company for another term as proposed by the

following votes:

Page 14 of 23



Enclosure No. 1


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

The Conductor informed the Meeting that the Company shall collect the

ballots for this agenda once the Meeting was adjourned and ask the shareholders to place the

ballot(s) on the desk or hand over to the Company’s staff.

Agenda 7 To consider and approve the remuneration of the directors for the Year 2018


Company Limited Act B.E. 2535 (1992) (as amended) and the Company’s Articles of

Association which provided that the Company’s directors are entitled to monetary

remuneration, meeting allowance, pension, directors’ bonus, or any other benefits according

to the consideration and approval resolution by the shareholder’s meeting. The Board of

Directors has considered the recommendation of the Nomination and Remuneration

Committee, which had carefully considered the matter by considering the various factors, and

deemed it appropriate to propose to the Meeting for consideration and approval of the

remuneration of the directors for the Year 2018 as follows:

1. Remuneration of the directors and the audit committee

Position

Meeting Allowance

per Meeting (Baht)

for the Year 2016

Meeting Allowance

per Meeting (Baht)

for the Year 2017

Meeting Allowance

per Meeting (Baht)

for the Year 2018

Board of Directors

- Chairman of the Board of

Directors

- Director

20,000

15,000

20,000

15,000

22,000

17,000

Page 15 of 23



Enclosure No. 1

Position

Meeting Allowance

per Meeting (Baht)

for the Year 2016

Meeting Allowance

per Meeting (Baht)

for the Year 2017

Meeting Allowance

per Meeting (Baht)

for the Year 2018

Audit Committee

- Chairman of the Audit

Committee

- Audit Committee Member

20,000

15,000

20,000

15,000

22,000

17,000

Nomination and Remuneration

Committee/1

- Chairman of the Nomination

and Remuneration Committee

- Nomination and Remuneration

Committee Member/1

15,000

10,000

15,000

10,000

17,000

12,000

Note : /1 Director who also takes up the position of the management shall not receive the

meeting allowance per meeting.

2. Bonus for the Year 2018 to be paid to the directors

The Nomination and Remuneration Committee was entitled to allocate the

bonus to be paid to each director of which depends upon the operation

results of the Company.

The total remuneration for directors in the form of meeting allowance and

bonus for the year 2018 is at the amount of not exceeding Baht 6,000,000.






Resolution : The Meeting had considered and resolved to approve the remuneration of the

directors for the Year 2018 as follows:

1. Remuneration of the directors and the audit committee

Page 16 of 23



Enclosure No. 1

Position

Meeting Allowance

per Meeting (Baht)

for the Year 2016

Meeting Allowance

per Meeting (Baht)

for the Year 2017

Meeting Allowance

per Meeting (Baht)

for the Year 2018

Board of Directors

- Chairman of the Board of Directors

- Director

20,000

15,000

20,000

15,000

22,000

17,000

Audit Committee

- Chairman of the Audit Committee

- Audit Committee Member

20,000

15,000

20,000

15,000

22,000

17,000

Nomination and Remuneration

Committee/1

- Chairman of the Nomination and Remuneration Committee

- Nomination and Remuneration

Committee Member/1

15,000

10,000

15,000

10,000

17,000

12,000

Note : /1 Director who also takes up the position of the management shall not receive the

meeting allowance per meeting.

2. Bonus for the Year 2018 to be paid to the directors

The Nomination and Remuneration Committee was entitled to allocate the

bonus to be paid to each director of which depends upon the operation

results of the Company.

The total remuneration for directors in the form of meeting allowance and

bonus for the year 2018 is at the amount of not exceeding Baht 6,000,000.

by the following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Page 17 of 23



Enclosure No. 1

Agenda 8 To consider and approve the appointment of the auditors and the

determination of the audit fee for the Year 2018


Company Limited Act B.E. 2535 (1992) (as amended) and the Company’s Articles of

Association which prescribe that at every annual general meeting of shareholders, the

Company shall appoint the auditors and determine the audit fee of the Company. In addition,

the former auditor may be re-appointed.

The Board of Directors considered and deemed it appropriate to propose to the

Annual General Meeting of Shareholders for consideration and appointment of the auditors

from EY Office limited as follows:

Mr. Preecha Arunnara CPA Registration No. 5800; or

Miss Watoo Kayankannavee CPA Registration No. 5423; or

Miss Supanee Triyanatakul CPA Registration No. 4498

Either one of the auditors mentioned above could be the Company’s auditor to

audit and propose their opinion on the Company’s financial statements and in the case that

the abovementioned auditors cannot perform his/her duty, EY Office Limited shall arrange

and propose the new certified public auditor from its firm to be the Company’s auditor. EY

Office Limited was the auditor of the Company for the past financial year, of which

performance standard was good. Besides, either one the proposed auditing firm and the

auditors has no relationship or conflict of interest with the Company, subsidiaries, managerial

persons of the Company, majority of shareholders or related persons of the said person. This

is to be assured the independence of auditors in auditing and providing opinions toward the

Company’s financial statements for the year ended January 1, 2018 to December 31, 2018.

The audit fee and review fee for the Year 2018 are determined to be in the amount of not

exceeding Baht 1,850,000 as follows:

Audit Fee Year 2016 Year 2017 Year 2018

1. Audit Fee Baht 800,000 Baht 825,000 Baht 1,100,000

2. Review Fee Baht 450,000 Baht 525,000 Baht 600,000

3. Review Fee for Annual Report - Baht 150,000 Baht 150,000

Total Baht 1,250,000 Baht 1,500,000 Baht 1,850,000

In addition, List of names and profiles of nominated Auditor has been

delivered to the shareholders together with this Invitation as Enclosure No. 4.

Page 18 of 23



Enclosure No. 1


agenda shall be passed by the majority votes of the shareholders attending the meeting and

are entitled to vote (Excluding the abstention).


requested the Meeting to pass a resolution on the agenda item.

The conductor asked any shareholders and/or proxies who disagree or abstain

in this agenda to raise their hands, so staffs could collect their ballots.

Resolution : The Meeting had considered and resolved to approve the

appointment the auditors from EY Office limited as follows:

Mr. Preecha Arunnara CPA Registration No. 5800; or

Miss Watoo Kayankannavee CPA Registration No. 5423; or

Miss Supanee Triyanatakul CPA Registration No. 4498

Either one of the auditors mentioned above could be the Company’s auditor to

audit and propose their opinion on the Company’s financial statements and in the case that

the abovementioned auditors cannot perform his/her duty, EY Office Limited shall arrange

and propose the new certified public auditor from its firm to be the Company’s auditor. In

addition, the Meeting also approved the audit fee and review fee for the Year 2018 in the

amount of not exceeding Baht 1,850,000 (excluding subsidiaries/ associated company) by the

following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Agenda 9 To consider and approve the amendment of clause 3 of the Company’s

Memorandum of Association by amending No. 21 of the Company’s

Objectives

Page 19 of 23



Enclosure No. 1

The Chairman informed the Meeting that in order to keep the Company’s

Objectives not contrary to the public policy and also be in line with the Notification of the

Securities and Exchange Commission and the Notification of the Capital Market Supervisory

Board, including not to support neither business nor illegal products, the Board of Directors

deemed it appropriate that the shareholders’ meeting shall approve the amendment of clause

3 of the Company’s memorandum of association by amending No. 21 of the Company’s

objectives as follows:

Current Objectives of the Company Proposed of the amendment of

the Objectives of the Company

No.21 To engage in the business of hulling

mill, saw mill, planning and drying

factory, chassis assembling factory,

ceramic and enamelware factory,

earthenware factory, jute pressing

factory, vegetable oil, refinery, paper

plant, gunny bag factory, weaving

mill, yarn manufacturing and lathe

workshop, zinc factory, processed

food factory, alcohol factory, gas

plant, cigarette factory, sugar mill,

plastic ware factory, metal sheeting

and casting factory, door and window

frames factory, glass factory, drinks

factory, tire factory, automobile

assembling factory, gas plant.

No.21 To engage in the business of hulling

mill, saw mill, planning and drying

factory, chassis assembling factory,

ceramic and enamelware factory,

earthenware factory, jute pressing

factory, vegetable oil, refinery, paper

plant, gunny bag factory, weaving

mill, yarn manufacturing and lathe

workshop, zinc factory, processed

food factory, gas plant, sugar mill,

plastic ware factory, metal sheeting

and casting factory, door and window

frames factory, glass factory, drinks

factory, tire factory, automobile

assembling factory, gas plant.

By assigning the authorized person to process the amendment of the

Memorandum of Association with the Department of Business Development, Ministry of

Commerce, to be authorized to amend or add wordings in compliance with the registrar’s

directions.


agenda shall be passed by the three-fourths majority votes of the shareholders attending the

meeting and are entitled to vote.


requested the Meeting to pass a resolution on the agenda item.

Page 20 of 23



Enclosure No. 1

The conductor asked any shareholders and/or proxies who disagree or abstain

in this agenda to raise their hands, so staffs could collect their ballots.

Resolution : The Meeting had considered and resolved to approve the amendment of clause

3 of the Company’s Memorandum of Association by amending No. 21 of the Company’s

Objectives as follows:

“Clause 21. To engage in the business of hulling mill, saw mill, planning and drying factory,

chassis assembling factory, ceramic and enamelware factory, earthenware factory, jute

pressing factory, vegetable oil, refinery, paper plant, gunny bag factory, weaving mill, yarn

manufacturing and lathe workshop, zinc factory, processed food factory, gas plant, sugar

mill, plastic ware factory, metal sheeting and casting factory, door and window frames

factory, glass factory, drinks factory, tire factory, automobile assembling factory, gas plant.”




directions by the following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Agenda 10 To consider and approve the amendment of Clause 31 of the Company’s

Articles of Association regarding shareholders’ right to call an

extraordinary shareholders’ meeting

The Chairman informed the Meeting that in order to keep the Company’s

Articles of Association being in line with the Public Company Limited Act B.E. 2535 (1992)

(as amended) for the matter of shareholders’ right to request to call an extraordinary general

meeting of shareholders, the Board of Directors, therefore, deemed it appropriate that the

shareholders’ meeting shall approve the amendment of Clause 31 of the Company’s Articles

Page 21 of 23



Enclosure No. 1

of Association to be in line with the Public Limited Companies Act B.E. 2535 (1992) as

provided in the Invitation. The Chairman, then, asked the Legal Advisor of the Company to

report the substantial part of the amendment to the shareholders.

Mr. Suschanai Puakiatsakul, the Legal Advisor, reported to the Meeting that,

according to the Order of the Head of the National Council for Peace and Order No. 21/2560

(2017) Re: Additional Amendment to the Law for Business Facilitation, Section 100 of the

Public Company Limited Act B.E. 2535 (1992) (as amended) regarding the right of

shareholders to request the summoning of an Extraordinary Meeting of Shareholders which

could be summarized as follows:

1. Decrease the share ratio to be entitled to request the Board of Directors to

convene an Extraordinary Meeting of Shareholders to be ten (10) percent of total issued

shares being offered where the former version was specified at the share ratio of twenty (20)

of total issued shares being offered of the Company.

2. Extend the period the Board of Directors should convene such meeting to

be; within forty-five (45) days as from the date the request in writing from shareholders is

received.

3. In the case the Board of Directors fails to arrange the meeting within the

period mentioned in no. 2, the shareholders who have subscribed their names or other

shareholders holding the required aggregate number of shares may themselves call the

meeting within forty-five (45) days as from the date of expiration of the period mentioned

earlier. In such case, the Company shall be responsible for necessary expenses as may be

incurred in the course of convening such meeting and the Company shall reasonably provide

facilitation.

4. In the case where, at the meeting called by the shareholders as mentioned

earlier, the number of the shareholders presented does not constitute quorum as prescribed by

law, the shareholders who convene such meeting shall jointly compensate the Company for

the expenses incurred in arrangements for holding that meeting.



requested the Meeting to pass a resolution on the agenda item. The Chairman further

informed the Meeting that this agenda shall be passed by the three-fourths majority votes of

the shareholders attending the meeting and are entitled to vote.

Page 22 of 23



Enclosure No. 1

Resolution : The Meeting had considered and resolved to approve the amendment of

Clause 31 of the Company’s Articles of Association to be in line with Section 100 of the

Public Limited Companies Act B.E. 2535 (1992) as follows:

“Clause 31. The board of directors shall hold the annual ordinary meeting of

shareholders within four months from the end date of the account period of the company.

Other meeting of shareholders in addition to the meeting under the first

paragraph shall be called extra-ordinary meetings. The board of directors may convene an

extra-ordinary meeting of shareholders any time it deems expedient or if one shareholder or

shareholders who have the shares not less than ten percent of the total number of shares sold

may subscribe their names to send notice requesting the board of directors to convene an

extra-ordinary meeting of shareholders at any time with specific agenda and reasons for such

request in the notice. In such case, the board of directors must arrange a meeting of

shareholders within forty-five days from the date of receipt of the notice.

In event that that the board of directors does not hold the meeting within the

said period under the third paragraph, the shareholders who subscribe their names or other

shareholders, holding shares equivalent to the prescribed amount, may convene such meeting

within forty-five days from the completion of such period under the third paragraph. In such

case, it shall be deemed that the board of directors arranges the shareholders meeting and the

company is responsible for expenses arising from such meeting as appropriate.

At any meeting of shareholders which was convened by such shareholders

under the fourth paragraph, if the number of the shareholders present is insufficient to form a

quorum as stipulated in Clause 33, the shareholders under the fourth paragraph shall be

responsible for expenses incurred for holding the meeting.”




directions by the following votes:


(1 share = 1 vote)



Approved 283,307,800 100.00

Disapproved - -

Abstained - -

Total 283,307,800 100.00

Void - -

Page 23 of 23



Enclosure No. 1

Agenda 11 Other Business (if any)

The Chairman referred to Section 105 Paragraph 2 of the Public Company

Limited Act B.E. 2535 (1992) (as amended) which provided that, the shareholders,

individually or collectively holding not less than one-third of the Company’s total issued

shares, may propose to the meeting to consider any matters other than those proposed in the

invitation. The Board of Directors, therefore, deemed it appropriate to include this agenda in

the shareholders’ meeting in order to provide the shareholders an opportunity to express their

opinions or make any inquiries in relation to the Company in this Agenda and/or related

persons or directors of the Company may response to shareholders’ inquiry (if any).


Shareholders raised the following queries:

Query: Mr. Jeerasak Yaowatsakul, a shareholder, inquire the Management of the

Company about the falling steel prices whether it would be affect the

Company’s progress?

Response: Mr.Tanin Sajjaboribun, Vice-President Chairman of the Board of Directors,

informed the Meeting that the Company has a good policy to handle with the

fluctuation of the steel prices and that’s make the Company able to avoid the

impact from such fluctuation.

Mr. Tirawat Amornthatri, Director, further informed the Meeting that, at the

present time, the Company’s thinking about the plan to increase Company’s

product line which may increase the Company’s efficiency, the Company,

therefore, would like the shareholders to have a faith in Company’s ability and

effectiveness. Further details of which shall be reserved here.

As there was no further inquiry, the Chairman, then, thanked shareholders for

attending the Meeting and declared the Meeting adjourned at 16:20.

Signed Chairman of the Meeting

( Mr. Damnoen Kaewthawee )

Signed Company Secretary / Minutes Taker

( Mr. Tanes Sujjaboriboon )

Page | 1



Enclosure No. 2

Summary of Features of Warrants Representing the Right to Purchase Newly Issued Ordinary Shares of Bangkok Sheet Metal Public Company Limited number 1 (BM-W1) to be allocated to the Company’s existing shareholders

Issuer : Bangkok Sheet Metal Public Company Limited (“the Company” or “BM”)

Type : Warrants to purchase ordinary shares of Bangkok Sheet Metal

Public Company Limited Series 1, offered existing shareholders (“Warrants” or “BM-W1”)

Type of Warrants : Specified the name of the holder and transferable Number of Warrants in Issuance and Offering

: Not exceeding 110,000,000 units (one hundred and ten million units)

Offering Price per unit : Baht 0.00 (zero Baht) Allocation Method Warrants shall be allocated to the existing shareholders of the

Company (Rights Offering) at the ratio of 4 existing shares to 1 Warrant for free. In the case where there are any fractions of unit of Warrants from the calculation of the allocation, the fraction shall be rounded down. The Warrants remained from the allocation will be cancelled by the Company; therefore, the final outstanding balance of the allotted Warrants will be equal to the number of the Warrants duly allotted to the existing shareholders. In this regard, the names of shareholders entitled to receive the Warrant shall be determined on August 9, 2018 (Record Date).

Exercise Ratio : 1 unit of the Warrant is entitled to purchase 1 ordinary share with

the exception of the case of the adjustment of rights in accordance with the adjustment conditions.

Exercise Price : Baht 4 per share with the exception of the case of the adjustment

of rights in accordance with the adjustment conditions. Date of Issuance : August 17, 2018 Tenor : 2 years from the date of Issuance and Offering of Warrants (From

August 17, 2018 to August 16, 2020) Exercise Period : The Warrants holders will be able to exercise their rights only 1

time falling on two (2) years from the issuance date of BM-W1 i.e. August 16, 2020. (In case of the last exercise date falls on the

Page | 2



Enclosure No. 2

holiday of the Stock Exchange of Thailand, the exercise date will be shifted to the last business day prior to the original exercise date.)

Period for Notification of Intention to Exercise the Warrants

: Within 15 days prior to the last exercise date (1 time).

Irrevocability of Notification of Intention to Exercise the Warrants

: The intention to exercise the Warrants may not be revoked after the Warrants holders notify their intentions to purchase the ordinary shares under the Warrants.

Numbers of Ordinary Shares Allocated to Accommodate the Exercise of the Warrants

: 110,000,000 Shares

Secondary Market for the Warrants : The Company will file an application to list the Warrants as listed

securities on the mai Stock Exchange. Remark : After the issuance of the Warrants, the Company will file

an application to list such Warrants on the mai Stock Exchange. However, the Company cannot guarantee that the SET will approve the listing of the Warrants. If the SET disapproves the listing of the Warrants, investors will not be able to trade the Warrants on the mai Stock Exchange.

Secondary Market for Ordinary Shares Derived from the Exercise of the Warrants

: The company shall list the ordinary shares that are derived from the exercise of the Warrants as listed securities on the mai Stock Exchange

Impacts on Shareholders : As the Warrants to purchase the ordinary shares of the Company will

offer to existing shareholders in proportionate, the issuance of Warrants as of the issuance date, thus, has no impact on shareholder. However, in the case that all Warrants had been exercised by non-existing shareholders, impact on issuance Warrants to the existing shareholders will be as follows:

1. Control Dilution

In case that person entitled to purchase shares according to BM-W1, they are not all of existing shareholders. The impact on shareholders for control dilution is equal to 20.00% of shareholding ratio of existing shareholders of which calculated by the following formula:

Page | 3



Enclosure No. 2

Control Dilution = Newly Issued Shares Paid up Shares + Newly Issued Shares = 110,000,000 shares (440,000,000 shares + 110,000,000 shares) = 20.00 % 2. Price Dilution

In the event that all 110,000,000 units of Warrants are fully exercised by existing shareholders, the price of the Company’s shares will not be diluted since the exercise price of the Warrants at the par value of Baht 4 per share is not lower than the market price before offering (“market price”) at Baht 3.73 per share, which is calculated from 15-day weighted average price prior to the resolution of the Meeting of the Board of Directors No.3/2018 on June 22, 2018 (From June 1, 2018 to June 21, 2018) (Data sourced from SET).

3. Earnings Per Share Dilution : EPS Dilution In the event that all 110,000,000 units of Warrants are fully exercised, the EPS Dilution will be diluted equal to 20.00% by which the net profit in the formula based on the net profit from the last four quarters (From Quarter 1/2018 back to Quarter 2/2017) is equal to Million Baht 45.68.

The calculation details are as follow: Earnings Dilution = Earnings per share - Earnings per share after Issuance* Earnings per share *Earnings per share after Issuance = Net Profit 5 (Paid-up Shares + Newly Issued Share) Earnings per share before Issuance = Baht 45,682,324___ 440,000,000 shares = Baht 0.10 Earnings per share after Issuance = Baht 45,682,324 3 440,000,000 shares + 110,000,000 shares = Baht 0.08

Page | 4



Enclosure No. 2

Earnings Dilution = Baht 0.10 – Baht 0.08 . Baht 0.10 = 20.00 % Purposes of the issuance of New Shares to Accommodate Changes in Exercise of Rights and the Expected Benefits the Company would gain from the Capital Increase

1. To support investment in the future 2. To use as working capital A tendency of the business expansion and future investment requires the company to seek external fund by issuing the warrant in order to enhance liquidity and working capital level of the Company, including strengthening the company's capital base in preparation to accommodate the further investment. The future investment scheme shall lead to higher revenue and net profit margin which result in a greater benefit for the Company and its shareholders.

Expected Benefits the Shareholders would gain from the Capital Increase

Warrant holders will be recognized as Company’s Shareholders only if the Company has completely registered the change of Registered and Paid-up Capital to Department of Business Development, Ministry of Commerce, and the Shareholders will be entitled to receive the dividend from the company. However, the Company dividend payout ratio at not less than 40 percent of annual Net Income.

Page | 5



Enclosure No. 2

Rights adjustment conditions of Warrant

: The Company shall have to proceed to adjust the exercise price and the exercise ratio, throughout the maturity period of the Warrant, in order to maintain the benefits of the Warrant holders as per the following occurrences:

(a) When the Company changes the par value of the Company’s

ordinary shares as a result of a combine or split in value of shares.

(b) When the Company offers to sell newly issued ordinary

shares to the existing shareholders and/or to general public and/or to specific individuals (private placement) at the average price per share of the newly issued ordinary shares less than 90 percent of “the market price of the ordinary shares of the Company”.

(c) When the Company offers the existing shareholders and/or

general public and/or private placement any newly securities, which give rights to the holders of those securities to convert into ordinary shares, i.e. Convertible Debenture or Warrants. And the average price per share of newly issued ordinary shares to accommodate those rights is lower than 90 percent of “the trading market price of the Company’s ordinary shares”.

(d) When the Company sets aside all or in part of dividend

payment for new ordinary shares to the shareholders. (e) When the Company makes cash dividend payment in

exceeding 80 percent of Company’s income after tax in any financial years (separate financial statement) during the maturity period of these Warrants.

(f) In any other circumstances that result in the Warrant holders

or the holders of Certificate of Warrant to loss their rights and benefits, that are not described in (a) to (e).

Remark : The exercise price will not be adjusted down, the

Page | 6



Enclosure No. 2

exercise price is lower than the reduced par value per share. Others

: The Company's Board of Directors and/or the persons authorized by the Company's Board of Directors are empowered

1. To determine and rectify any other necessary and appropriate

conditions and details in connection with the warrant issuance, such as details of the offering etc.

2. To execute application, necessary supporting documents and

evidence relevant to the issuance of the Warrant, including to contact and to file such application forms, documents and evidence to the authorities or government agencies concerning the warrant issuance the listing of the Warrant on the mai Stock Exchange. And

3. To take any other actions which are deemed necessary and

appropriate for the issuance and allocation of the Warrant for example considering to appoint the Thailand Securities Depository Co., Ltd. is the Registrar of the Company.



Enclosure No. 3

- Translation -

(F 53-4)

Capital Increase Report Form Bangkok Sheet Metal Public Company (Limited)

June 22, 2018

We, Bangkok Sheet Metal Public Company (Limited), hereby report on the resolution of the Board of Directors Meeting No. 3.1018 held on June 22, 2018 at 15:00 to 17:00, relating to a capital increase and shares allotment as follows:

1. Capital Increase:

The Meeting of the Board of Directors passed a resolution approving the increase of the registered capital of the Company from Baht 220,000,000 to Baht 275,000,000 by issuing 110,000,000 new ordinary shares with a par value of Baht 0.50 per share totaling Baht 55,000,000.

Details of each type of capital increase are:-

Type of Capital Increase Type of shares

Number of shares (shares)

Par value (Baht / share)

Total (Baht)

Specifying the purpose of utilizing proceeds

Ordinary shares 110,000,000 0.50 55,000,000

General Mandate Ordinary shares - - -

If specifying the purpose of utilizing proceeds, all of the following items must be filled out, except item No. 2.2. If under a general mandate, only items No. 2.2, No. 3 and No. 4 need to be filled out.

2. Allotment of New Shares:

2.1 If specifying the purpose of utilizing proceeds

Allotted to Number

of shares (shares)

Ratio (old : new)

Sale price (THB / share)

Subscription and payment period Note

As to reserve for the exercise of the Warrants

110,000,000 4:1 - to be allocated to the Company’s existing shareholders for free

- -



Enclosure No. 3

to purchase the ordinary shares of the Company Series 1 (BM-W1) to be allocated to the Company’s existing shareholders

- the exercise price of Baht 4 per share

- at the exercise ratio of 1 unit of the Warrant is entitled to purchase 1 ordinary share

- The Company has determined the date which shareholders will be entitled to have the rights for allotment of warrants to purchase ordinary shares of the Company (BM-W1) to be on August 9, 2018 (Record Date).

- Please kindly see further details of warrants in Enclosure no. 1.

2.1.1 The Company’s plan in case there is a fraction of shares remaining:

In the case where there are any fractions of shares from the allocation of the newly-issued ordinary shares or of the BM-W1 from the calculation of the allocation to each of the shareholders, the fraction shall be rounded down.

In this regard, in the case where there are fractions of the Warrants from the calculation of the allocation, the fraction shall be rounded down. The Warrants remained from the allocation will be cancelled by the Company; therefore, the final outstanding balance of the allotted Warrants will be equal to the number of the

Warrants duly allotted to the existing shareholders.

In the case where there are any fractions of shares from the adjustment of the exercise ratio and the exercise price upon the occurrence of any of the events stipulated in the terms and conditions of the Warrants, the fraction shall be rounded down.

3. Schedule the date of a shareholders’ meeting to approve the capital increase/allotment

The Extraordinary General Meeting of Shareholders No.1/2018 is scheduled to be held on August 2, 2018 at 2:00 p.m. at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130, Thailand.

The share register will be closed to share transfers in order to determine the right to attend this meeting from _____ until the meeting has been duly convened.

The share register will be recorded for share transfer in order to determine the right to attend the Meeting on July 6, 2018 (Record Date).



Enclosure No. 3

4. Approval the capital increase/ share allotment to relevant government authorities and permit conditions (if any)

4.1 The Company will propose the Extraordinary General Meeting of Shareholders No.1/2018 for the approval.

4.2 The Company will register of the capital increase and the amendment of The Company’s Memorandum of Association with the Department of Business Development, Ministry of Commerce.

4.3 The Company will request the approval from the Stock Exchange of Thailand to list the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) as listed securities.

5. Purpose of increase in capital stock and utilization the additional capital

- As to reserve for the exercise of the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) to be allocated to the Company’s existing shareholders.

- As to be used to capitalize on investment opportunities of the Company.

6. The benefits that the Company will receive from the increase in capital registration and allotment newly ordinary shares issued

To strengthen the financial structure of the Company and for the Company to have sufficient amount of capital to accommodate the business operation and the expansion of the business of the Company.

7. The benefits that shareholders will receive from the increase in capital registration and share allotment newly ordinary shares issued

7.1 Dividend payment policy : The Company has a policy to pay annual dividend not less than forty percent (40%) of the net profit.

7.2 In the case that the shareholders who will be allotted the Warrants to purchase the ordinary shares of the Company exercise their rights to purchase the newly issued ordinary shares of the Company, they will be entitled to dividends of the Company and have the same rights as the existing shareholders starting when the aforesaid persons have been registered as the shareholder of the Company in the shareholder register book which had been registered with the Ministry of Commerce.

8. Any other details necessary for the shareholders to make decision for approval an increase in capital registration and allotment of newly ordinary shares issued

For the impacts to the shareholders from the allocation of the Warrants to purchase the ordinary shares to the Company’s existing shareholders, please kindly see further information in the enclosure regarding the Summary of Features of Warrants Representing the Right to Purchase Newly Issued Ordinary Shares of



Enclosure No. 3

Bangkok Sheet Metal Public Company Limited number 1 (BM-W1) to be allocated to the Company’s existing shareholders.

9. Schedule of action of the Board of Directors passes a resolution approving the increase in capital registration or allotment of newly ordinary shares:

No. Procedures of the capital increase Date/Month/Year

1 Meeting of the Board of Directors No.3/2018 June 22, 2018

2 The date to determine the shareholders who have the right to attend to Extraordinary General Meeting of Shareholders No.1/2018 (Record Date)

July 6, 2018

3 The Extraordinary General Meeting of Shareholders No.1/2018 August 2, 2018

4 The date which shareholders will be entitled to have the rights for allotment of Warrants to purchase ordinary shares of the Company (BM-W1) (Record Date)

August 9, 2018

5 The issuance date of BM-W1 and the allotment to the Warrants Holders

August 17, 2018

6 Registration of the resolution of the capital increase with the Ministry of Commerce

Within fourteen (14) days from the day on which the

Extraordinary General Meeting of Shareholders

passed the resolution

The Company hereby certifies that the information contained in this report is true and complete in all respects .

Signed Directors ( Mr. Tanin Sajjaboribun )

Signed Directors ( Mr. Tirawat Amornthatri )

Enclosure No. 4



Documents and evidences required for the meeting participants to present on the meeting date 1. Individual shareholders

1.1 Shareholders attending the meeting by self must present valid government issued identification documents which contain picture of shareholders such as national identification card, driving license, or passport.

1.2 Proxy of the shareholders attending the meeting (a) Proxy form according to the attachment to the meeting invitation letter which has been

completely filled and signed by the principal and the proxy (b) Copy of government-issued documents of the shareholders as described in section 1.1

above and certified true copies by the principal (c) Government-issued documents of the proxy as described in section 1.1 above

2. Corporate / Juristic person shareholders 2.1 The representative of the shareholders attending the meeting

(a) Government-issued documents of the representative as described in section 1.1 above (b) Copy of the shareholders’ official registered document which is certified true copy by the

representative and contains the information to indicate the authorization of the representative to conduct activities on behalf of the shareholders.

2.2 Proxy of the shareholders attending the meeting (a) Proxy form according to the attachment to the meeting invitation letter which has been

completely filled and signed by the principal and the proxy (b) Copy of the shareholders’ official registered document which is certified true copy by the

representative and contains the information to indicate the authorization of the representative to conduct activities on behalf of the shareholders.

(c) Government-issued documents of the representative as described in section 1.1 above 3. Non-Thai national shareholders or corporate entities established under foreign laws: The information in section 1 and 2 is applicable to non-Thai national shareholders or corporate entities established under foreign laws who are attending the meeting on case-by-case basis under the following regulations

(a) The corporate certifications may be documents issued by the government where such corporate domiciled, or by the officer of such corporate. However, the documents must contain name, authorized representative, terms and limitation to sign on the shareholders’ behalf, and the headquarter address.

(b) Original documents that are not in Thai or English must be translated to Thai or English and attach herewith, the translation has to be certified by the representative of such shareholders .

Page 1 of 5



Enclosures No. 5

Articles of Association of Bangkok Sheet Metal Public Company Limited concerning a Shareholder’s Meeting

Chapter 1 – General Provisions

Clause 1. This Articles of Association shall be called the Bangkok Sheet Metal Public Company Limited.

Clause 2. The term “Company” under this Articles of Association means Bangkok Sheet Metal Public

Company Limited. unless otherwise provided by the Articles of Association.

Clause 3. In the case where the Company or its subsidiaries agree to make connected transactions or the

transactions relating to the acquisitions or dispositions of the assets of the Company or its subsidiaries in

accordance with the meaning defined under the Stock Exchange of Thailand Notification for application to the

connected transactions of the listed company or the acquisitions or dispositions of the listed assets, as the

case may be, the Company shall also comply with the Rules and Procedures in accordance with what said

Notification has prescribed on such matter. Other expressions not being mentioned under this Articles of

Association shall be held and enforced in accordance with the provisions of the law in all respects .

Chapter 4 – Board of Directors

Clause 15. The Company shall have a board of directors comprising at least five directors of which not less

than one half shall reside in the Kingdom.

The directors may be shareholders of the Company.

Clause 16. Directors shall be elected by the meeting in accordance with rules and procedures as follows:

(1) Each shareholder shall have one vote per one share.

(2) Each shareholder must use all his votes under (1) to elect one or more than one director but cannot allot

the votes to some persons.

(3) Persons who receive highest votes arranged in order from higher to lower in a number equal to that of

directors to be appointed are elected directors of the Company. In the event of a tie at a lower place, which

would make the number of directors greater than that required, the Chairman shall have a casting vote .

Clause 17. At every annual general meeting, at least one-third of the directors shall retire. If the number of

directors is not a multiple three, the number of directors closest to one-third shall retire. The directors who

vacate office under the first paragraph may be elected by the meeting. The directors retiring from office in the

Page 2 of 5



Enclosures No. 5

first and second year after resignation of the Company shall be selected by drawing lots. In subsequent

years, the director who was held office the longest term shall retire.

Clause 18. In addition to vacating office on expiration of term of office, directors shall vacate office upon

(1) death;

(2) resignation;

(3) dispossession of qualifications or possession of disqualifications under laws;

(4) the meeting of shareholders resolving to remove under Clause 20 and

(5) the court issuing an order to remove.

Clause 22. Directors are entitled to receive remunerations from the Company in forms of salary, award,

premium, pension, bonus and other kinds of remuneration in accordance with the Articles of Association or as

determined by the meeting of shareholders. The remunerations may be determined in a specific amount or a

guideline and to be for a specific period or for any periods subject to amendment . The directors, in addition,

are entitled to an allowance and welfare pursuant to the Company’s regulations. Provisions in paragraph one

shall not affect the rights of staff or employees of the Company, who are elected to be directors of the

Company, to receive remunerations or benefits from the Company as being employees of the Company.

Chapter 5 – Shareholders Meeting

Clause 31. The board of directors shall hold the annual ordinary meeting of shareholders within four (4)

months from the end date of the account period of the company.

Other meeting of shareholders in addition to the meeting under the first paragraph shall be called extra-

ordinary meetings. The board of directors may convene an extra-ordinary meeting of shareholders any time it

deems expedient.

The shareholder or shareholders who have the shares not less than ten (10) percent of the total number of

shares sold may subscribe their names to send notice requesting the board of directors to convene an

extraordinary meeting of shareholders at any time with specific agenda and reasons for such request in the

notice.

In such case, the board of directors must arrange a meeting of shareholders within forty-five (45) days from

the date of receipt of the notice. In event that that the board of directors does not hold the meeting within the

said period under the third paragraph, the shareholders who subscribe their names or other shareholders,

Page 3 of 5



Enclosures No. 5

holding shares equivalent to the prescribed amount, may convene such meeting within forty-five (45) days

from the completion of such period under the third paragraph. In such case, it shall be deemed that the board

of directors arranges the shareholders meeting and the company is responsible for expenses arising from

such meeting as appropriate.

At any meeting of shareholders which was convened by such shareholders under the fourth paragraph, if the

number of the shareholders present is insufficient to form a quorum as stipulated in Clause 33, the

shareholders under the fourth paragraph shall be responsible for expenses incurred for holding the meeting.

Clause 32. In calling a meeting of shareholders, the board of directors shall issue a notice of meeting

specifying place, date, time, agenda, and matters to be set forth to the meeting together with appropriate

details, by expressly specifying as to the matters for acknowledgement, approval, consideration, as the case

maybe, including opinion of the board of directors on the said matters, and send the same to the

shareholders and the Registrar for acknowledgement not less than seven days before the date of the meeting.

Besides, the notice of meeting shall also be announced in a newspaper for three consecutive days for not

less than three days before the date of the meeting.

The place where the meeting is to be held shall be in the locality in which the head of the Company is situated

or in neighboring provinces or other places to be determined by the board of directors .

Clause 33. Not less than 25 shareholders present in persons or represented by proxies (if any) or not less

than one-half of the total shareholders, whichever is less, holding not less than one-third of the aggregate of

the shares distributed must be present at a shareholders meeting to form a quorum.

In the case, within an hour from the time appointed for any shareholders meeting, the quorum is not present

as prescribed, the meeting, if summoned upon the requisition of the shareholders, shall be dissolved. If such

meeting had not been summoned upon the requisition of the shareholders, another meeting shall be

summoned and a notice of such meeting shall be sent to the shareholders not less than seven days prior to

the date of the meeting. At such meeting, no quorum shall be necessary.

Clause 37. Shareholders may authorize other persons as proxies to vote at any meeting on their behaves, the

instrument appointing the proxy shall be in accordance with the requirements of the Registrar and shall be

submitted to the chairman of the board at the venue prior to attending the meeting.

Clause 38. One share means one vote. The resolution of the shareholders meeting shall be reached in

accordance with the following criteria:

Page 4 of 5



Enclosures No. 5

(1) In common cases, the majority rule of the shareholders present at the meeting and casting their

votes is observed. The Chairman has a deciding vote when votes are equal.

(2) In the following cases, three-fourths of the total votes of the shareholders with the voting rights

present at the meeting shall rule:

(a) Sale or transfer of the Company’s entire or partial business to third party

(b) The Company’s acquisition of a company or private entity

(c) Execution, amendment and revocation of agreements in relation to lease of the Company’s partial or

entire business, assignment of third party to manage the Company’s business or mergers for the profit

(d) Amendment of the Memorandum of Association or Articles of Association of the Company

(e) Capital increase, capital decrease,

(f) Issue of convertible debentures

(g) Merger and Acquisition

Clause 39. In an annual general meeting of shareholders, the meeting shall consider the followings:

(1) The board of directors’ report presented to the meeting regarding the Company’s performance

during last year.

(2) The approval on a balance sheet;

(3) The allocation of profits;

(4) The election of directors to replace those retired by rotation;

(5) The remuneration of directors;

(6) The appointment of auditor and fixing the remuneration; and

(7) Other business.

Chapter 6 – Accounting, Finance and Account Audit

Clause 40. The Company’s accounting year period cycle begins on 1 January and ends on 31 December of

every year.

Clause 41. The Company shall prepare and maintain accounts including the auditing of accounts as required

by law. The Company shall also prepare a balance sheet as well as a statement of profit and loss at leave

once during each twelve month period which is a fiscal year of that Company.

Clause 42. The board of directors shall prepare the balance sheet and the statement of profit and loss as of

the last day of the fiscal year of the company for submission to the shareholder meeting for consideration and

Page 5 of 5



Enclosures No. 5

approval at the annual general meeting. The board of directors shall have the balance sheet and the

statement of profit and loss examined by an auditor prior to submission to the shareholder meeting .

Clause 43. The board of directors shall deliver the following documents to the shareholders along with written

notices calling for an annual general meeting:

(1) Copies of the balance sheet and the statement of profit and loss which have been examined by the

auditor together with the audit report of the auditor;

(2) The annual report of the board of directors.

Chapter 8 – Dividends and Legal Reserve

Clause 47. Dividends shall not be paid other than out of profits. If the company still has an accumulated loss,

no dividends shall be distributed.

Dividends shall be distributed according to the number of shares, with each share receiving an equal amount .

The board of directors may pay interim dividends to the shareholders from time to time if the board believes

that the profits of the Company justify such payment.

The Company shall be notified in writing of such payment of dividends and that the notices on the dividend

payments shall as well be advertised in the daily newspaper for a consecutive period of three days.

Clause 48. The 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 ten percent of

the registered capital.

หนาท 1 จาก 17

สงทสงมาดวย 6 Enclosure No.6

แบบหนงสอมอบฉนทะ แบบ ก. (แบบทวไปซงเปนแบบทงายไมซบซอน)

Proxy Form A. (General Form) ทายประกาศกรมพฒนาธรกจการคาเรอง ก าหนดแบบหนงสอมอบฉนทะ (ฉบบท 5) พ.ศ. 2550

Ref: Notification of Department of Business Development regarding Proxy Form (No.5) B.E. 2550 ----------------

เขยนท………………………………………………. Written at วนท……….เดอน………………….พ.ศ……………

Date Month Year

(1) ขาพเจา…………………………………………………………สญชาต…………..………………..………. I/We Nationality

อยบานเลขท……………ถนน…………………………………ต าบล/แขวง…………………………………..……………. Residing at Road Tambol/Sub-District อ าเภอ/เขต……………………….จงหวด………………………………….รหสไปรษณย………..…………..…………….. Amphur/District Province Postal Code

(2) เปนผถอหนของบรษท….……………………………………………………………..……..จ ากด (มหาชน) being a shareholder of Bangkok Sheet Metal Public Company Limited

โดยถอหนจ านวนทงสนรวม……………….……...หน และออกเสยงลงคะแนนไดเทากบ…………..…………เสยง ดงน holding the total number of shares, and having the right to vote equivalent to votes as follows: หนสามญ……………………………หน ออกเสยงลงคะแนนไดเทากบ…………….……………เสยง ordinary share of shares, having the right to vote equivalent to votes, หนบรมสทธ……………….……..…หน ออกเสยงลงคะแนนไดเทากบ……………………….…เสยง preferred share of shares, having the right to vote equivalent to votes,

(3) ขอมอบฉนทะให Hereby appoint:

(1) …………………………………….……….…..….………อาย…………ป อยบานเลขท………..…..….. Age years, residing at

ถนน…………………………..ต าบล/แขวง…….……….…………….อ าเภอ/เขต………..………………...………………. Road Tambol/Sub-District Amphur/District จงหวด……………………….………….รหสไปรษณย………………….……….. หรอ Province Postal Code ,or

(2) ……………………………………..…………….…..……อาย…………ป อยบานเลขท……………...... Age years, residing at

ถนน…………………..……...ต าบล/แขวง………………..….……….อ าเภอ/เขต…………………..………….….……….. Road Tambol/Sub-District Amphur/District จงหวด……………………….………….รหสไปรษณย………………….……….. หรอ Province Postal Code ,or

บางกอกชทเมททล



(3) …………………………………………………………….อาย.….……ป อยบานเลขท……………..….. Age years, residing at

ถนน………………….…..…..ต าบล/แขวง…………………….…….อ าเภอ/เขต…….………………………………..……. Road Tambol/Sub-District Amphur/District จงหวด……………………….………….รหสไปรษณย………………….……….. Province Postal Code คนใดคนหนงเพยงคนเดยวเปนผแทนของขาพเจาเพอเขาประชมและออกเสยงลงคะแนนแทนขาพเจา ในการประชมวสามญผถอหน ครงท 1/2561 ในวนพฤหสบดท 2 สงหาคม พ.ศ. 2561 เวลา 14.00 น. ณ หองจดเล ยง สวทวลเลจ เลขท 59/13 หมท 6 ซอยสขสวสด 78 ถนนสขสวสด ต าบลบางจาก อ าเภอพระประแดง จงหวดสมทรปราการ 10130 หรอพงจะเลอนไปในวน เวลา และสถานทอนดวย any one of them to be my/our proxy to attend and vote on my/our behalf at the Extra Ordinary General Meeting of Shareholders No.1/2018 on Thursday 2nd August 2018, at 2.00 p.m., at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130 or any adjournment at any date, time and place thereof. กจการใดทผรบมอบฉนทะกระท าไปในการประชมนน ใหถอเสมอนวาขาพเจาไดกระท าเองทกประการ Any acts performed by the proxy at the said meeting shall be deemed as having been carried out by myself/ourselves in all respects.

ลงชอ/Signed ………………………………………ผมอบฉนทะ/Grantor (……………………………………….)

ลงชอ/Signed ………………………………………ผรบมอบฉนทะ/Proxy (……………………………………….)

ลงชอ/Signed ………………………………………ผรบมอบฉนทะ/Proxy (……………………………………….)

ลงชอ/Signed ………………………………………ผรบมอบฉนทะ/Proxy (……………………………………….) หมายเหต/Remark ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนน ไมสามารถแบงแยกจ านวนหนใหผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to several proxies for splitting votes.



แบบหนงสอมอบฉนทะ แบบ ข. (แบบทก าหนดรายการตางๆ ทจะมอบฉนทะทละเอยดชดเจนตายตว) Proxy Form B. (Proxy Form containing specific details)

ทายประกาศกรมพฒนาธรกจการคา เรอง ก าหนดแบบหนงสอมอบฉนทะ (ฉบบท 5) พ.ศ. 2550 Ref: Notification of Department of Business Development regarding Proxy Form (No. 5) B.E. 2550

---------------- เขยนท…………………………………… Written at วนท……….เดอน……………พ.ศ……… Date Month Year

(1) ขาพเจา………………………………………………………สญชาต…………..………….………………. I/We Nationality

อยบานเลขท……………ถนน……………………………ต าบล/แขวง…………………………….…….……………….. Residing at Road Tambol/Sub-District อ าเภอ/เขต…………..………….จงหวด…………………………รหสไปรษณย………..…………..….………………… Amphur/District Province Postal Code

(2) เปนผถอหนของบรษท….……………………………………………………………..……..จ ากด (มหาชน) being a shareholder of Bangkok Sheet Metal Public Company Limited

โดยถอหนจ านวนทงสนรวม……………….……...หน และออกเสยงลงคะแนนไดเทากบ…………..…………เสยง ดงน holding the total number of shares, and having the right to vote equivalent to votes as follows:

หนสามญ……………………………หน ออกเสยงลงคะแนนไดเทากบ…………….……………เสยง ordinary share of shares, having the right to vote equivalent to votes, หนบรมสทธ……………….……..…หน ออกเสยงลงคะแนนไดเทากบ……………………….…เสยง preferred share of shares, having the right to vote equivalent to votes,

(3) ขอมอบฉนทะให Hereby appoint: (1) …………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at

ถนน…………………………..ต าบล/แขวง…….……….……………………………..อ าเภอ/เขต………..……...………................. Road Tambol/Sub-District Amphur/District จงหวด………..…………….รหสไปรษณย…………..……….…………………….... Province Postal Code

(2) …………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at


(3) …………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at





คนใดคนหนงเพยงคนเดยวเปนผแทนของขาพเจาเพอเขาประชมและออกเสยงลงคะแนนแทนขาพเจา ในการประชมวสามญผถอหน ครงท 1/2561 ในวนพฤหสบดท 2 สงหาคม พ.ศ. 2561 เวลา 14.00 น. ณ หองจดเล ยง สวทวลเลจ เลขท 59/13 หมท 6 ซอยสขสวสด 78 ถนนสขสวสด ต าบลบางจาก อ าเภอพระประแดง จงหวดสมทรปราการ 10130 หรอพงจะเลอนไปในวน เวลา และสถานทอนดวย any one of them to be my/our proxy to attend and vote on my/our behalf at the Extra Ordinary General Meeting of Shareholders No. 1/2018 on Thursday 2nd August 2018, at 2.00 p.m., at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130 or any adjournment at any date, time and place thereof. (4) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows:

□ วาระท 1. พจารณารบรองรายงานการประชมสามญผถอหน ประจ าป 2561 เมอวนท 24 เมษายน 2561 Agenda No. 1 To certify the Minutes of the Annual General Meeting of Shareholders for the year 2018 which held on April 24, 2018. □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:

□ เหนดวย □ ไมเหนดวย □ งดออกเสยง Approve Disapprove Abstain

□ วาระท 2. พจารณาและอนมตการออกและเสนอขายใบส าคญแสดงสทธทจะซอหนสามญของบรษท ครงท 1 (BM-W1) ใหแกผถอหนเดม จ านวนไมเกน 110,000,000 หนวย และพจารณามอบอ านาจ Agenda No. 2 To consider and approve the issuance and offering of Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) in the amount of not exceeding 110,000,000 units to the existing shareholders and delegate the power to persons designated

□ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

□ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:


□ วาระท 3. พจารณาอนมตการเพมทนจดทะเบยนของบรษทฯ จ านวน 55,000,000 บาท จากทนจดทะเบยน 220,000,000 บาท เปนทนจดทะเบยน 275,000,000 บาท โดยการออกหนสามญเพมทนจ านวน 110,000,000 หน มลคาหนทตราไวหนละ 0.50 บาท Agenda No. 3 To consider and approve to the increase of the Company’s capital registration for the amount of Baht 55,000,000, from the capital registration of Baht 220,000,000 to Baht 275,000,000 by issuing new ordinary shares of 110,000,000 shares with a par value of Baht 0.50.






□ วาระท 4. พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธของบรษทฯ ขอ 4. เพอใหสอดคลองกบการเพมทน จดทะเบยนของบรษทฯ Agenda No. 4 To consider and approve an amendment of Clause 4 of the Company’s Memorandum of Association to be in line with the increasing of the registered capital.




□ วาระท 5. พจารณาอนมตการจดสรรหนสามญเพมทนของบรษทฯ จ าวน 110,000,000 หน เพอรองรบการใชสทธตาม ใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ครงท 1 (BM-W1) Agenda No. 5 To consider and approve the allotment of the 110,000,000 newly issued ordinary shares as to reserve for the exercise of the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1).




□ วาระท 6. พจารณาเรองอนๆ (ถาม) Agenda No. 6 To consider other matters (if any)




(5) การลงคะแนนเสยงของผรบมอบฉนทะในวาระใดทไมเปนไปตามทประบไวในหนงสอมอบฉนทะน ใหถอวาการลงคะแนนเสยงนนไมถกตองและไมใชเปนการลงคะแนนเสยงของขาพเจาในฐานะผถอหน

Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and shall not be my/our voting as a shareholder.



(6) ในกรณทขาพเจาไมระบความประสงคในการออกเสยงลงคะแนนในวาระใดไวไมชดเจนหรอในกรณททประชม มการพจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรงประการใด ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กจการใดทผรบมอบฉนทะไดกระท าไปในการประชมนน เวนแตกรณทผรบมอบฉนทะไมออกเสยงตามทขาพเจาระบในหนงสอมอบฉนทะ ใหถอเสมอนวาขาพเจาไดกระท าเองทกประการ

Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself /ourselves in all respects.

ลงชอ/Signed ผมอบฉนทะ/Grantor ( )

ลงชอ/Signed ผรบมอบฉนทะ/Proxy

( )

ลงชอ/Signed ผรบมอบฉนทะ/Proxy ( )


( ) หมายเหต/Remarks 1. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนนไม

สามารถแบงแยกจ านวนหนใหผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to several proxies for splitting votes.

2. วาระเลอกตงกรรมการสามารถเลอกตงกรรมการทงชดหรอเลอกตงกรรมการเปนรายบคคล In respect of the agenda as to the election of the directors, either the whole set of the nominated candidates or an individual nominee may be voted for.

3. ในกรณทมวาระทจะพจารณาในการประชมมากกวาวาระทระบไวขางตน ผมอบฉนทะสามารถระบเพมเตมไดในใบประจ าตอแบบหนงสอมอบฉนทะแบบ ข. ตามแนบ In case there are any further agenda apart from those specified above brought into consideration in the meeting, the Grantor may use the Allonge of the Proxy Form B. as attached.



ใบประจ าตอแบบหนงสอมอบฉนทะแบบ ข. Allonge of Proxy Form B

การมอบฉนทะในฐานะผถอหนของบรษท บางกอกชทเมททล จ ากด (มหาชน) The appointment of proxy by the shareholder of Bangkok Sheet Metal Public Company Limited

ในการประชมวสามญผถอหน ครงท 1/2561 ในวนพฤหสบดท 2 สงหาคม พ.ศ. 2561 เวลา 14.00 น. ณ หองจดเลยง สวทวลเลจ เลขท 59/13 หมท 6 ซอยสขสวสด 78 ถนนสขสวสด ต าบลบางจาก อ าเภอพระประแดง จงหวดสมทรปราการ 10130 หรอพงจะเลอนไปในวน เวลา และสถานทอนดวย In the Extra Ordinary General Meeting of Shareholders No. 1/2018 on Thursday 2nd August 2018, at 2.00 p.m., at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130 or any adjournment at any date, time and place thereof.

□ วาระท ....................... เรอง ........................................................................................................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: □ เหนดวย □ ไมเหนดวย □ งดออกเสยง

Approve Disapprove Abstain

□ วาระท ....................... เรอง ........................................................................................................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:




□ วาระท ....................... เรอง ........................................................................................................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects.







□ วาระท ....................... เรอง ........................................................................................ ................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:








□ วาระท ....................... เรอง เลอกตงกรรมการ (ตอ) Agenda No. Re: Election of director(s) (continued) ชอกรรมการ................................................................................................................... ...... Director’s name □ เหนดวย □ ไมเหนดวย □ งดออกเสยง

Approve Disapprove Abstain ชอกรรมการ......................................................................................................................... Director’s name


ชอกรรมการ......................................................................................................................... Director’s name □ เหนดวย □ ไมเหนดวย □ งดออกเสยง

Approve Disapprove Abstain ชอกรรมการ.......................................................................... ............................................... Director’s name □ เหนดวย □ ไมเหนดวย □ งดออกเสยง

Approve Disapprove Abstain ชอกรรมการ......................................................................................................................... Director’s name □ เหนดวย □ ไมเหนดวย □ งดออกเสยง




Approve Disapprove Abstain ชอกรรมการ............................................... .......................................................................... Director’s name □ เหนดวย □ ไมเหนดวย □ งดออกเสยง

Approve Disapprove Abstain



แบบหนงสอมอบฉนทะ แบบ ค. (แบบทใชเฉพาะกรณผถอหนเปนผลงทนตางประเทศและแตงตงให คสโตเดยน (Custodian)ในประเทศไทยเปนผรบฝากและดแลหน)

Proxy Form C. (For foreign shareholders who have custodians in Thailand only) ทายประกาศกรมพฒนาธรกจการคา เรอง ก าหนดแบบหนงสอมอบฉนทะ (ฉบบท 5) พ.ศ. 2550

Ref : Notification of Department of Business Development regarding Proxy Form (No. 5) B.E. 2550 ----------------

เขยนท…………………………………… Written at วนท……….เดอน……………พ.ศ……… Date Month Year

(1) ขาพเจา………………………………………………………สญชาต…………..………….………………. I/We Nationality

อยบานเลขท……………ถนน……………………………ต าบล/แขวง…………………………….…….……………….. Residing at Road Tambol/Khwaeng อ าเภอ/เขต…………..………….จงหวด…………………………รหสไปรษณย………..…………..….………………… Amphur/Khet Province Postal Code

(2) เปนผถอหนของบรษท….………………………..…………………..……..….......................จ ากด (มหาชน) being a shareholder of Bangkok Sheet Metal Public Company Limited

โดยถอหนจ านวนทงสนรวม………….…...หน และออกเสยงลงคะแนนไดเทากบ….…....……….......................เสยง ดงน holding the total number of shares, and having the right to vote equivalent to votes as follows: หนสามญ…………………..…….หน ออกเสยงลงคะแนนไดเทากบ………..……....……...................เสยง ordinary share of shares, having the right to vote equivalent to votes, หนบรมสทธ……..……….…...…หน ออกเสยงลงคะแนนไดเทากบ……...……….….………………เสยง preferred share of shares, having the right to vote equivalent to votes,

(3) ขอมอบฉนทะให Hereby appoint: (1)…………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at


(2)…………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at


(3)…………………………………….…………..…..……………อาย…………ป อยบานเลขท……………..…... Age years, residing at






คนใดคนหนงเพยงคนเดยวเปนผแทนของขาพเจาเพอเขาประชมและออกเสยงลงคะแนนแทนขาพเจา ในการประชมวสามญผถอหน ครงท 1/2561 ในวนพฤหสบดท 2 สงหาคม พ.ศ. 2561 เวลา 14.00 น. ณ หองจดเล ยง สวทวลเลจ เลขท 59/13 หมท 6 ซอยสขสวสด 78 ถนนสขสวสด ต าบลบางจาก อ าเภอพระประแดง จงหวดสมทรปราการ 10130 หรอพงจะเลอนไปในวน เวลา และสถานทอนดวย any one of them to be my/our proxy to attend and vote on my/our behalf at the Extra Ordinary General Meeting of Shareholders No. 1/2018 on Thursday 2nd August 2018, at 2.00 p.m., at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130 or any adjournment at any date, time and place thereof. (3) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows: □ มอบฉนทะตามจ านวนหนทงหมดทถอและมสทธออกเสยงลงคะแนนได To grant the total amount of shareholding and having the right to vote □ มอบฉนทะบางสวน คอ To grant the partial shares as follows: □ หนสามญ…………..หน และมสทธออกเสยงลงคะแนนได…………..เสยง Ordinary share shares, and having the right to vote equal to votes, □ หนบรมสทธ……….หน และมสทธออกเสยงลงคะแนนได…………..เสยง Preferred share shares, and having the right to vote equal to votes, รวมสทธออกเสยงลงคะแนนไดทงหมด………………เสยง Total amount of voting rights votes. (4) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมครงน ดงน I/We hereby authorize the proxy to vote on my/our behalf at this meeting as follows:

□ วาระท 1. พจารณารบรองรายงานการประชมสามญผถอหน ประจ าป 2561 เมอวนท 24 เมษายน 2561 Agenda No. 1 To certify the Minutes of the Annual General Meeting of Shareholders for the year 2018 which held on April 24, 2018. □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows:


□ วาระท 2. พจารณาและอนมตการออกและเสนอขายใบส าคญแสดงสทธทจะซอหนสามญของบรษท ครงท 1 (BM-W1) ใหแกผถอหนเดม จ านวนไมเกน 110,000,000 หนวย และพจารณามอบอ านาจ Agenda No. 2 To consider and approve the issuance and offering of Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1) in the amount of not exceeding 110,000,000 units to the existing shareholders and delegate the power to persons designated






□ วาระท 3. พจารณาอนมตการเพมทนจดทะเบยนของบรษทฯ จ านวน 55,000,000 บาท จากทนจดทะเบยน 220,000,000 บาท เปนทนจดทะเบยน 275,000,000 บาท โดยการออกหนสามญเพมทนจ านวน 110,000,000 หน มลคาหนทตราไวหนละ 0.50 บาท Agenda No. 3 To consider and approve to the increase of the Company’s capital registration for the amount of Baht 55,000,000, from the capital registration of Baht 220,000,000 to Baht 275,000,000 by issuing new ordinary shares of 110,000,000 shares with a par value of Baht 0.50.




□ วาระท 4. พจารณาอนมตการแกไขเพมเตมหนงสอบรคณหสนธของบรษทฯ ขอ 4. เพอใหสอดคลองกบการเพมทน จดทะเบยนของบรษทฯ Agenda No. 4 To consider and approve an amendment of Clause 4 of the Company’s Memorandum of Association to be in line with the increasing of the registered capital.




□ วาระท 5. พจารณาอนมตการจดสรรหนสามญเพมทนของบรษทฯ จ าวน 110,000,000 หน เพอรองรบการใชสทธตาม ใบส าคญแสดงสทธทจะซอหนสามญของบรษทฯ ครงท 1 (BM-W1) Agenda No. 5 To consider and approve the allotment of the 110,000,000 newly issued ordinary shares as to reserve for the exercise of the Warrants to purchase the ordinary shares of the Company Series 1 (BM-W1).




□ วาระท 6. พจารณาเรองอนๆ (ถาม) Agenda No. 6 To consider other matters (if any)






(5) การลงคะแนนเสยงของผรบมอบฉนทะในวาระใดทไมเปนไปตามทประบไวในหนงสอมอบฉนทะน ใหถอวาการลงคะแนนเสยงนนไมถกตองและไมใชเปนการลงคะแนนเสยงของขาพเจาในฐานะผถอหน

Voting of the proxy in any agenda that is not as specified in this Proxy Form shall be considered as invalid and shall not be my/our voting as a shareholder.

(6) ในกรณทขาพเจาไมระบความประสงคในการออกเสยงลงคะแนนในวาระใดไวไมชดเจนหรอในกรณททประชม มการพจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรงประการใด ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

In case I/we have not specified my/our voting intention in any agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กจการใดทผรบมอบฉนทะไดกระท าไปในการประชมนน เวนแตกรณทผรบมอบฉนทะไมออกเสยงตามทขาพเจาระบในหนงสอมอบฉนทะ ใหถอเสมอนวาขาพเจาไดกระท าเองทกประการ

Any business carried out by the proxy at the said meeting, except in case that the proxy does not vote according to my/our intention(s) specified in the Proxy Form, shall be deemed as having been carried out by myself /ourselves in all respects.

ลงชอ/Signed ผมอบฉนทะ/Grantor ( )


( )

ลงชอ/Signed ผรบมอบฉนทะ/Proxy ( )


( )



หมายเหต 1. แบบหนงสอมอบฉนทะแบบ ค. นใชเฉพาะกรณทผถอหนทปรากฏชอในทะเบยนเปนผลงทนตางประเทศและแตงตงใหคสโตเดยน (Custodian) ในประเทศไทยเปนผรบฝากและดแลหนใหเทานน Only foreign shareholders whose names appear in the registration book and have appointed a Custodian in Thailand can use the Proxy Form C. 2. หลกฐานทตองแนบพรอมกบหนงสอมอบฉนทะ คอ Evidence to be attached with this Proxy Form are:

(1) หนงสอมอบอ านาจจากผถอหนใหคสโตเดยน (Custodian) เปนผด าเนนการลงนามในหนงสอมอบฉนทะแทน Power of Attorney from the shareholder authorizing a Custodian to sign the Proxy Form on behalf of the shareholder.

(2) หนงสอยนยนวาผลงนามในหนงสอมอบฉนทะแทนไดรบอนญาตประกอบธรกจ คสโตเดยน (Custodian) Letter of certification to certify that a person executing the Proxy Form has obtained a permit to act as a Custodian.

3. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยงลงคะแนน ไมสามารถแบงแยกจ านวนหนใหผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได

The shareholder appoint the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to several proxies for splitting votes.

4. วาระเลอกตงกรรมการสามารถเลอกตงกรรมการทงชดหรอเลอกตงกรรมการเปนรายบคคล In respect of the agenda as to the election of the directors, either the whole set of the nominated candidates or an individual nominee may be voted for.

5. ในกรณทมวาระทจะพจารณาในการประชมมากกวาวาระทระบไวขางตน ผมอบฉนทะสามารถระบเพมเตมไดในใบประจ า ตอแบบหนงสอมอบฉนทะแบบ ค. ตามแนบ In the case where there are any further agenda apart from those specified above brought into consideration in the meeting, the Grantor may use the Allonge of the Proxy Form C. as attached.



ใบประจ าตอแบบหนงสอมอบฉนทะแบบ ค. Allonge of Proxy From C.

การมอบฉนทะในฐานะผถอหนของบรษท บางกอกชทเมททล จ ากด (มหาชน)

The appointment of proxy by the shareholder of Bangkok Sheet Metal Public Company Limited

ในการประชมสามญผถอหน ประจ าป 2561 ในวนองคารท 24 เมษายน พ.ศ. 2561 เวลา 14.00 น. ณ หองจดเล ยง สวทวลเลจ เลขท 59/13 หมท 6 ซอยสขสวสด 78 ถนนสขสวสด ต าบลบางจาก อ าเภอพระประแดง จงหวดสมทรปราการ 10130 หรอพงจะเลอนไปในวน เวลา และสถานทอนดวย In the Annual General Meeting of Shareholders for the Year 2017 on Tuesday 24 April 2018, at 2.00 p.m., at Sweet Village, No. 59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak Sub-District, Phra Pradaeng District, Samut Prakan Province 10130 or any adjournment at any date, time and place thereof. □ วาระท ....................... เรอง ........................................................................................................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง

Approve votes Disapprove votes Abstain votes

□ วาระท ....................... เรอง ........................................................................................................................... Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง








□ วาระท ....................... เรอง .............................................................................................................. ............. Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง


□ วาระท ....................... เรอง ........................................................................................... ................................ Agenda No. Re: □ (ก) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as he/she may deem appropriate in all respects. □ (ข) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน (b) To grant my/our proxy to vote at my/our desire as follows: □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง




□ วาระท ....................... เรอง เลอกตงกรรมการ (ตอ) Agenda No. Re: Election of director(s) (continued) ชอกรรมการ......................................................................................................................... Director’s name □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง

Approve votes Disapprove votes Abstain votes ชอกรรมการ........................................................... .............................................................. Director’s name □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง

Approve votes Disapprove votes Abstain votes ชอกรรมการ......................................................................................................................... Director’s name □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง


Approve votes Disapprove votes Abstain votes ชอกรรมการ........................................................................................ ................................. Director’s name □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง



Approve votes Disapprove votes Abstain votes ชอกรรมการ..................................................................................................................... .... Director’s name □ เหนดวย..................เสยง □ ไมเหนดวย..................เสยง □ งดออกเสยง..................เสยง




Enclosure No. 7

Information of Independent Director for being proxy of the shareholder.

Name Mr. Damnoen Kaewthavee Position type of Director Board of Directors / Audit Committee /

Independent Director Starting date of director position April 10, 2014 Number of years being Director 3 years 11 months

Age 72 years Nationality Thai Address 333/106 Moo 6, Thungsonghong, Laksi, Bangkok

Education Master of Science (Computer Science) Chulalongkorn University Bachelor of Engineering (Telecommunication)

King Mongkut's Institute of Technology Ladkrabang Trading Course Director Accreditation Program (DAP) Thai Institute of Directors Association (DAP 66/2007)

Certificated by Postal and Telecommunication School (Kor Por Tor. 23) Operational Psychology Certificated (No. 82) (Institute of Security Psychology) Information Technology for Chief Executive (Institute of Civil Servant Development)

Experience 2014 - Present Chairman of the Board / Audit Committee / Independent Director Bangkok Sheet Metal Public Company Limited 2012 - Present Chairman of the Board

Infinite Technology Corporation Co., Ltd. 2007 - Present Audit Committee / Independent Director IT City Public Company Limited

2004 - 2014 Association President Association of Communications Club of Thailand Being a director / Management 2012- Present Chairman of the Board

in other non listed companies (Infinite Technology Corporation Co., Ltd.) Being a director / Management 2007 - Present Audit Committee / Independent Director in other listed companies (IT City Public Company Limited)

Shareholding in the Company (As of July 2, 2018) - None - Attendance in 2018 Board Meeting 2/2 times Audit Committee Meeting 2/2 times

Enclosure No. 8


Tel. 0-2817-5555-7, 0-2817-5440-2, Fax. 0-2817-5432, Email address: [email protected], Registration No. 0107558000229 Procedures for the Extraordinary Annual General Meeting No. 1/2018 of Shareholders

Bangkok Metal Sheet Public Company Limited Thursday 2nd August 2018 at 2.00 p.m.

*Please return all voting forms to officers after meeting end

Shareholders of Bangkok Metal Sheet Public Company Limited

Attend by themselves Proxy

Registration desk for shareholders

(Open at 12.00 hours)

Present the certification

Registration desk for proxy (Open at 12.00 hours)

Validate the proxy form

- Present the proxy form and all valid documents - Present the copy of certification for principal and proxy which are certified true copy

Verify and validate the completion

Receipt the voting form

Proceed to the meeting room

The president opens the meeting (at 2.00 p.m.)

The president presents the meeting agenda

Raise hands and fill in the form for

objection and abstention votes

Officers collect the form for objection and

abstention votes then summarize the result

Enclosure No. 8



Voting and Counting of Votes Methodology on EGM

1. With regards to today’s voting, the number of votes of each shareholder had equaled to the number of shares that one possessed. One share equaled one vote. Each shareholder was entitled to vote, in each agenda, to approve, disapprove or abstain. Each shareholder was allowed to vote only in one choice. Otherwise, the ballot would be considered voided. In the case of a proxy who was granted power of attorney from a shareholder abroad to be a custodian in Thailand to look after the shares, the proxy was to vote in accordance with what the shareholder specified in the power of attorney.

2. With regards to the procedure of counting votes in each agenda, the Company was to input data through Bar Code. Simple majority would be the main principle of deciding votes unless there was a legislation determining otherwise. The process of counting votes was shown on the monitor. The voting procedure was divided into three parts;

Part 1: Agenda number 1, and 5 which were ordinary agenda were to be decided by a simple majority of shareholders who were present at the meeting and voted.

Part 2: Agenda number 2, 3 and 4 which were about the amendment of the Company’s Memorandum of Association and Articles of Association, have to be passed with Three-fourths majority votes of the shareholders attending the meeting and have the right to vote.

3. To achieve counting on vote by quickly, the vote counting would be based on the deduction of counting of “No” and “Abstained” votes from total number of votes attending the meeting on each agenda. Any shareholders who would like to vote “No” or “Abstained” will be requested to raise their hands and the company officers will collect their votes. If no one raised his hand, the vote would be counted as unanimous.

4. To ensure transparency, the company officers would collect the all of the voting ballots at the end of the meeting. If any shareholders would like to leave the meeting earlier, please ensure that the voting ballots were submitted to the company officer before leaving.

The minutes of meeting will be publicized in the company website within 14 days after the meeting date.

Enclosure No. 9

บรษท บางกอกชทเมททล จากด (มหาชน)

149 หม 6 ถ.สขสวสด ต.บางจาก อ.พระประแดง จ.สมทรปราการ 10130


Map of the Extraordinary General Meeting of Shareholders No.1/2018

of Bangkok Sheet Metal Public Company Limited

on Thursday, August 2, 2018, at 2.00 p.m.

วธการเดนทาง

Transportation

By BTS - Wongwian Yai Station (Terminal Station) then take the Bus No. 20 By Bus – Taking the Bus No. 20, Air-con Bus No. 20 or Air-con Bus No. 138 By car – Taking tollway heading to Dao Khanong. Driving along and take over the Rope Bridge then exit on Suksawad. Driving straight along Suksawad Road. The Soi of Suksawad 78 will be on the right. Taking U-turn at Thai Yazaki Factory (opposite to Esso Petrol Station) then keep left shortly (you will see the sign “ Sweet Village” on the left. Turning left in 300 meters into Suksawad Soi 78 and drive along then turn right at first T-junction, then drive straight along about 1 . 5 km. The Sweet Village is on the main road on the right and opposite Yak 19.

หองจดเลยงสวทวลเลจ Sweet Village 59/13 หม 6 ซ.สขสวสด 78 ถ.สขสวสด ต.บางจาก อ.พระประแดง จ.สมทรปราการ 10130

59/13 Moo 6, Soi Suk Sawat 78, Suk Sawat Road, Bang Chak, Phra Pradaeng, Samut Prakan, 10130 Tel : 081-2499555, 081-4584061, 089-6116810

E-mail : [email protected]