Central Pattana PCL : Resolutions of the 2017 Annual General Meeting of Shareholders (AGM)

No. 51/2017/025

• Translation -

  April 24, 2017

  Subject: Resolutions of the 2017 Annual General Meeting of Shareholders (AGM)

  To: The President

  The Stock Exchange of Thailand

  The resolutions of the 2017 AGM of Central Pattana Public Company Limited, held on April 24, 2017 are filed for your acknowledgment as follows:

• Acknowledgment of the Minutes of 2016 Annual General Meeting of Shareholders (AGM)

• Acknowledgment of the performance outcomes of 2016

  Approved	3,756,290,436	votes
  Disapproved	3,000	votes
  Abstained Invalid ballots	989,800 -	votes votes

• Approval of the audited financial statements for the year ended December 31, 2016 which have been certified by the auditor by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown:

• Approval of the dividend payment against the 2016 performance outcomes at Baht 0.83 per share for a total of 4,488,000,000 shares, or Baht 3,725,040,000 in dividend payout, to be made on May 19, 2017. For this purpose, the Company has set a record date of March 14, 2017, with the names of those eligible collected under Section 225 of the Securities and Exchange Act through the closing of the shareholder registration book to suspend share transfers on March 15, 2017 by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown:

  Approved	3,757,280,036	votes
  Disapproved	3,800	votes
  Abstained Invalid ballots	400 -	votes votes

• Approval of the appointment of directors in place of those due to complete their terms in 2017 by majority vote of the shareholders who attend the Meeting and have the right to vote director individually. Below are vote breakdowns on the matter.

• Mr. Suthichai Chirathivat

  Approved 3,672,597,535 votes

  Disapproved 84,672,598 votes

  Abstained 19,603 votes Invalid ballots - votes

• Mr. Paitoon Taveebhol

  Approved 3,645,680,183 votes

  Disapproved 111,569,150 votes

  Abstained 40,403 votes Invalid ballots - votes

• Mr. Sudhitham Chirathivat

  Approved 3,670,672,534 votes

  Disapproved 86,576,799 votes

  Abstained 40,403 votes Invalid ballots - votes

• Mr. Prin Chirathivat

  Approved 3,711,712,845 votes

  Disapproved 45,538,291 votes

  Abstained 38,600 votes Invalid ballots - votes

  Approved	3,754,427,234	votes
  Disapproved	2,862,800	votes
  Abstained Invalid ballots	3,803 -	votes votes

• Approval of the remuneration for the Board of Directors for 2017 with a ceiling of Baht 14,000,000 by votes of not less than two-thirds of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown:

  The details of Board remuneration this year are as follows:

• Quarterly remuneration

  • Chairman Baht 165,000 per quarter

  • Chairman of the Audit Committee Baht 133,000 per quarter

  • Member of the Audit Committee Baht 103,000 per quarter

  • Director Baht 85,000 per quarter

• Board of Director meeting allowance

  • Chairman Baht 60,000 per meeting

  • Director Baht 42,000 per meeting

• Audit Committee meeting allowance

  • Chairman of the Audit Committee Baht 65,000 per meeting

  • Member of the Audit Committee Baht 50,000 per meeting

• Nomination and Remuneration Committee meeting allowance

  • Chairman of the Nomination and

    Remuneration Committee Baht 35,000 per meeting

  • Member and advisory of the Nomination

    and Remuneration Committee Baht 30,000 per meeting

• Risk Policy Committee meeting allowance

  • Chairman of the Risk Policy Committee Baht 35,000 per meeting

  • Member of the Risk Policy Committee Baht 30,000 per meeting

    Note: Executive Directors and other management team members receive no compensation for their appointments on sub-committees.

• Other benefits None

• Approval of the appointment of the external auditor representing KPMG Phoomchai Audit Limited ("Primary External Auditor"), with any of these names undertaking the audit and expressing opinions on the consolidated financial statements for 2017:

• Ms. Bongkot Amsageam CPA registration number 3684

• Mrs. Wilai Buranakittisopon CPA registration number 3920

• Ms. Porntip Rimdusit CPA registration number 5565

Approved	3,756,882,434	votes
Disapproved	2,103	votes
Abstained Invalid ballots	409,300 -	votes votes

and a decision on Baht 6,995,000 as the audit fee on the Company and its subsidiaries and approximately Baht 610,000 for auditing its 8 overseas subsidiaries, the external auditor of the overseas subsidiaries may be served by either Primary External Auditor or Secondary External Auditor. The AGM also delegated approval authority to the Management to appoint the external auditor and determine incidental review fees of subsidiaries, associates, joint ventures, and others during the year by majority vote of the shareholders who attend the Meeting and have the right to vote, with the following vote breakdown:

Your acknowledgment of these matters would be appreciated.

Sincerely,

- Ampawee Chompoopongkasem - (Ms. Ampawee Chompoopongkasem) Company Secretary