(Translation)
No. BorChorNgor 0229/2012 April 20, 2012
Re: Notification of the Annual General Meeting of Shareholders No. 1/2012's Resolutions
To: President
Stock Exchange of Thailand
The Annual General Meeting of Shareholders No. 1/2012 of Quality Houses Public Company
Limited ("the Company") held on April 20, 2012 at 10.30 a.m., passed the following resolutions:
1. Adopted the Annual General Meeting of Shareholders No. 1/2011 dated 22 April, 2011 by the following votes;
Approved 3,731,709,489 votes, equivalent to 97.1280 per cent Disapproved 90,055 votes, equivalent to 0.0023 per cent Abstained 110,254,800 votes, equivalent to 2.8697 per cent
2. Acknowledged the 2011operating performance of the Company and the Board of Directors'
Annual Report.
3. Approved the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2011 which have been audited by the certified public accountant by the following votes;
Approved 3,743,245,464 votes, equivalent to 97.2209 per cent Disapproved 155,455 votes, equivalent to 0.0040 per cent Abstained 106,848,800 votes, equivalent to 2.7751 per cent
4. Approved the payment of dividends and appropriation of the 2011 annual net profit as legal reserve, working capital and reserve of the Company as detailed below:

4.1 a) Payment of dividend in the form of the Company's ordinary shares from the unappropriated retained earnings at the end of 2010 in an amount of not exceeding

706,444,977 shares at the par value of THB 1 per share to the shareholders at the rate of
12 existing share(s) to 1 dividend stock, in a total amount of not over THB 706.5 mm or
THB 0.08333 per share. In case that any shareholder has some existing shares after the
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(Translation)
allocation of dividend stock, dividend shall be paid in cash instead of dividend stock at the rate of THB 0.08333 per share.
b) Payment of cash dividend at the rate of THB 0.00926 per share or in a total amount of not over THB 78.5 mm. The payment of dividends under a) and b) will be made at the rate of THB 0.09259 per share or is not more than THB 785.0 mm. All the dividends shall be subject to withholding tax at the rate as prescribed by law.
The shareholders entitled to receive the said dividends shall be determined on May 11,

2012 (Record Date) and the names of shareholders shall be gathered under Section 225 of the Securities and Exchange Act by closing the share register on May 14, 2012. The date of dividend payment to shareholders will be changed to May 18, 2012.

4.2 Appropriation of the 2011 annual net profit from the separate financial statements in an amount of THB 24.3 mm as legal reserve at the rate of five percent of the annual net profit.

4.3 Appropriation of the remaining net profit in an amount of THB 461.4 mm as working capital and reserve of the Company.

By the following votes;

Approved

3,740,087,964

votes, equivalent to

97.1350 per cent

Disapproved

3,330,455

votes, equivalent to

0.0865 per cent

Abstained

106,983,800

votes, equivalent to

2.7785 per cent

5. Approved the appointment of the directors to be retired by rotation to hold office of director for another term as provided below:
5.1 Approved re-appointment of Mr. Anant Asavabhokhin, a director, who would have been retired by rotation, be approved for another term by the following votes;
Approved 3,662,406,845 votes, equivalent to 95.1151 per cent Disapproved 66,455 votes, equivalent to 0.0017 per cent Abstained 188,028,919 votes, equivalent to 4.8832 per cent
5.2 Approved re-appointment of Mr. Adisorn Thananun-narapool, a director, who would have been retired by rotation, be approved for another term by the following votes;

Approved

3,743,386,279

votes, equivalent to

97.2181 per cent

Disapproved

46,455

votes, equivalent to

0.0012 per cent

Abstained

107,069,785

votes, equivalent to

2.7807 per cent

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(Translation)
5.3 Approved re-appointment of Mr. Adul Vinaiphat, an independent director, who would have
been retired by rotation, be approved for another term by the following votes;

Approved

3,743,165,262

votes, equivalent to

97.2124 per cent

Disapproved

96,455

votes, equivalent to

0.0025 per cent

Abstained

107,240,502

votes, equivalent to

2.7851 per cent

5.4 Approved re-appointment of Mr. Suang Chaisurote, a director, who would have been retired
by rotation, be approved for another term by the following votes;

Approved

3,741,376,293

votes, equivalent to

97.1659 per cent

Disapproved

76,455

votes, equivalent to

0.0020 per cent

Abstained

109,049,471

votes, equivalent to

2.8321 per cent

6. Approved the director remuneration for 2012, which the retention fee and attendance fees for the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Governance Committee are as follows:

(Unit : THB)

Position

Retention

Fee

(per month)

Attendance Fee

(per meeting )

Position

Retention

Fee

(per month)

Board of

Directors

Audit

Committee

Nomination and Remuneration Committee

Risk

Management

Committee

Corporate Governance Committee

Chairman

45,000

30,000

30,000

30,000

30,000

30,000

Director

30,000

20,000

20,000

20,000

20,000

20,000

Executive Director

30,000

-

-

-

-

-

The attendance fee for a director/ member of each committee shall be paid not over 12 times a year. If more than 12 meetings are convened in a year, the attendance fee shall be paid only for
12 meetings per year. In any case, the executive directors of the Company shall not receive the
attendance fee, by the following votes;

Approved

3,627,692,032

votes, equivalent to

94.2099 per cent

Disapproved

775,140

votes, equivalent to

0.0201 per cent

Abstained

222,182,447

votes, equivalent to

5.7700 per cent

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(Translation)
7. Approved the 2011 bonus for all directors in an amount of not exceeding THB 8.0 mm, by the
following votes;

Approved

3,586,333,227

votes, equivalent to

93.1358 per cent

Disapproved

42,156,990

votes, equivalent to

1.0948 per cent

Abstained

222,159,447

votes, equivalent to

5.7694 per cent

8. Approved the appointment of Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or Miss Sumalee Reewarabandith, Certified Public Accountant No. 3970 and/or Mrs. Gingkarn Atsawarangsalit, Certified Public Accountant No. 4496 of Ernst & Young Office Limited as the Company's auditor(s) for 2012, with the audit fee of THB 1,290,000 per year, these three auditors are not the shareholders or consultants of the Company, by the following votes;
Approved 3,743,229,809 votes, equivalent to 97.2103 per cent Disapproved 310,455 votes, equivalent to 0.0081 per cent Abstained 107,109,400 votes, equivalent to 2.7816 per cent
9. Approved the issuance and offering for sale of debentures THB 10,000.0 mm more, with the tenure not more than 10 years, including the limit of debenture, THB 10,000.0 mm, approved by the Annual General Meeting of Shareholders No. 1/2011. Therefore, the total limit of debentures amount is not more than THB 20,000.0 mm. The Company may subsequently issue additional debentures within the said limit if the Company makes a repurchase and/or redemption of the debentures for whatever reason under the following conditions:
Type : All types of debentures except convertible debentures or any other debt instruments which can be converted into ordinary shares of the Company
Priority Claim : Subordinated or non-subordinated
Debenture Holder Representative : With or without the debenture holder representative
Currency : THB, USD and/or other currencies
Amount : Principal of the debentures to be issued shall not be over THB 20,000.0 mm or other foreign currency in an equivalent amount, including the debentures at any period of time which are issued by the Company but have not been redeemed yet.
Offering for sale : Domestic and/or foreign public offering and/or private placement and/or offering for sale to institutional investors/major investors under the Notifications of the Capital Market Supervisory Board and/or the Office of the
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(Translation)
Securities and Exchange Commission and/or other relevant regulations applicable at the time of offering the debentures. However, the debentures may be offered for sale to all types of investors and may be singly and fully offered for sale or partially offered for sale and/or offered for sale as a project and/or from time to time and/or as revolving
Tenor : Not over 10 years
Coupon Rate : Based on the appropriateness and the market condition at the time of issuance and offering for sale.
Repayment of Principal : Periodic repayment of principal or single repayment upon maturity
Early Redemption : The Company may have the right to make the call option
(Call Option) and repurchase.
Right of Debenture Holders for : The Company allows the put option under the conditions to early redemption (Put Option) be subsequently set and the repurchase.
Repurchase : The Company may repurchase the debentures in the secondary market at any time before maturity
Listing : The Company may list the debentures offered for sale each time with the Thai Bond Market Association and/or any other debenture secondary market.
Secondary Market (sale/purchase before maturity) : The debentures issued by the Company may be used for offering for purchase or for sale to the person with a debt instrument brokerage license or securities brokerage license such as Commercial Bank, securities companies or other legal entity or any secondary market.
In this respect, the President & CEO is authorized to set the rules, conditions and other details in relation to each issuance and offering for sale of debentures as necessary and as he considers appropriate under law, to list the said debentures on the Stock Exchange of Thailand, the Thai Bond Market Association or other secondary markets and to apply for permission, disclose information and take any other acts with the relevant agencies, appoint an advisor or person(s) involving with the issuance and offering for sale of bonds and/or debentures, as well as to execute, sign and amend related documents and agreements and to take any acts for successful
issuance and offering for sale of debentures, by the following votes;
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(Translation)
Approved 3,716,614,824 votes, equivalent to 96.5191 per cent Disapproved 26,739,440 votes, equivalent to 0.6944 per cent Abstained 107,298,400 votes, equivalent to 2.7865 per cent
10. Approve the decrease in the Company's registered capital from THB 8,883,558,370 by cancelling

406,218,655 unsold ordinary shares at the par value of THB 1 per share which remain after the exercise of Warrants to Purchase Ordinary Shares No. 3 and No. 4, Warrants to Purchase Ordinary Shares Offered to Directors and Employees of the Company and/or its Subsidiaries No.

1-3; and the ordinary shares for the conversion of all types of warrants to purchase ordinary shares. This is because all shares of the Company have not been sold yet. To ensure compliance with the applicable laws, there shall be a reduction of registered capital and an amendment to Clause 4 of the Memorandum of Association is required to be in line with the decrease in registered capital as read below:

"Clause 4 Register Capital THB 8,477,339,715 (Eight Thousand Four Hundred Seventy- Seven Million Three Hundred Thirty-Nine Thousand Seven Hundred and Fifteen Baht Only)

Divided into 8,477,339,715 shares (Eight thousand four hundred seventy-seven million three hundred thirty-nine thousand seven hundred and fifteen shares)
Par value/share THB 1 (One Baht)

Consisting of

Ordinary shares 8,477,339,715 shares (Eight thousand four hundred seventy-seven million three hundred thirty-nine thousand seven hundred and fifteen shares)
Preferred shares -None- shares (