Thai Beverage Public : Invitation To The 2017 Annual General Meeting Of Shareholders

Invitation to the 2017 Annual General Meeting of Shareholders

Thai Beverage Public Company Limited

Thursday, 26 January 2017 at 10.00 a.m.

Grand Hall I, 2nd Floor, Plaza Athenee Bangkok, A Royal Meridien Hotel,

No. 61 Wireless Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330, Thailand

Thai Beverage Public Company Limited 1

5 January 2017

Re: Invitation to the 2017 Annual General Meeting of Shareholders

To: All Shareholders of Thai Beverage Public Company Limited

Enclosures: 1. Copy of the Minutes of the 2016 Annual General Meeting of Shareholders

1. Annual report together with the report of Board of Directors and the Consolidated Financial Statements of the Company and its subsidiaries for the nine-month period ended 30 September 2016

2. Details of dividend payment, the appropriation for legal reserve and the determination of the Book Closure Date for dividend payment

3. Opinion of Nomination Committee, list of names and profiles of directors retiring by rotation who are nominated to be re-elected as directors for another term

4. Opinion of Remuneration Committee on the payment of director remuneration

5. Details of the appointment of the auditor for the Financial Statements for the year 2017 and determination of the remuneration

6. Details of the Renewal of Shareholders' Mandate for Interested Person Transactions (Shareholders' Mandate)

7. Document to Shareholders

8. Documents and evidences required for attending the Meeting

9. Proxy Form

10. Map of the Meeting Place

The Board of Directors of Thai Beverage Public Company Limited (the "Company") invite you to attend the 2017 Annual General Meeting of Shareholders (the "Meeting") on Thursday, 26 January 2017 at 10.00 a.m. (Bangkok time) at Grand Hall I, 2nd Floor, Plaza Athenee Bangkok, A Royal Meridien Hotel, No. 61 Wireless Road, Lumpini Sub-district, Pathumwan District, Bangkok 10330, Thailand, to consider the following agenda.

Agenda 1 Adoption of the Minutes of the 2016 Annual General Meeting of Shareholders which was held on 28 April 2016 (Enclosure 1)

Opinion of the Board of Directors: The shareholders are recommended to adopt the Minutes of the 2016 Annual General Meeting of Shareholders.

Agenda 2 Acknowledgement of the business operation for 2016 ended 30 September 2016 and the report of the Board of Directors (Enclosure 2)

Opinion of the Board of Directors: The shareholders are recommended to acknowledge the business operation for 2016 which be ended 30 September 2016 and the report of the Board of Directors.

Agenda 3 Approval on the Financial Statements for the nine-month period ended 30 September 2016 together with the Auditor Report (Enclosure 2)

Opinion of the Board of Directors: The shareholders are recommended to approve the Financial Statements for the nine-month period ended 30 September 2016 together with the Auditor Report.

Sangsom Bldg., 14 Vibhavadi Rangsit Road., Chomphon, Chatuchak, Bangkok, 10900, Thailand Tel [phone], Fax [phone] www.thaibev.com Registration No. 0107546000342

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Agenda 4 Approval on the dividend payment and the appropriation for legal reserve and the determination of the Book Closure Date for dividend payment (Enclosure 3)

Opinion of the Board of Directors: It is appropriate to report to shareholders on the interim dividend payment made on 7 September 2016 at Baht 0.20 (twenty satang) per share, the total amount paid was Baht 5,022,005,000 (Baht five thousand twenty-two million five thousand), and there was no additional appropriation as the Company legal reserve has already met the requirement in compliance with the laws.

The shareholders are recommended to approve the declaration of dividend payment for the operating results of the year 2016 for this time at Baht 0.40 (forty satang) per share, the total amount to be paid is Baht 10,044,010,000 (Baht ten thousand forty-four million ten thousand) to the shareholders whose names appear in the share register of the Company on 7 February 2017 and there will be no additional appropriation as the Company legal reserve has met the requirement in compliance with the laws. In this connection, the Company determines to pay dividend on 23 February 2017.

Agenda 5 Approval on the election of the directors to replace those who retire by rotation and the determination of director authorities (Enclosure 4)

1. Election of the directors to replace those who retire by rotation

   Opinion of the Board of Directors (excluding the directors who are proposed for re-election): The Board of Directors except the directors who are proposed for re-election agreed with the endorsement of the Nomination Committee to re-elect the retired directors as follows:

2. Mr. Michael Lau Hwai Keong

3. Dr. Sakthip Krairiksh

4. Prof. Pornchai Matangkasombut

5. Gen. Dr. Choo-Chat Kambhu Na Ayudhya

6. Mr. Vivat Tejapaibul

7. Mr. Panote Sirivadhanabhakdi

8. Mr. Thapana Sirivadhanabhakdi

10. Determination of director authorities

11. Opinion of the Board of Directors: The shareholders are recommended to approve the determination of authorization of the directors to sign for and on behalf of the Company remains unchanged.

    Agenda 6 Approval on the payment of director remuneration for the period from January 2017 to December 2017 (Enclosure 5)

    Opinion of the Board of Directors: The shareholders are recommended to approve the director remuneration for the period of January 2017 to December 2017 according to the Remuneration Committee's endorsement of the amount not to exceed Baht 30,000,000 (Baht thirty million) and authorize the Chairman to allocate the remuneration as deemed appropriate.

    Agenda 7 Approval on the appointment of the auditor for the Financial Statements for the year 2017 and determination of the remuneration (Enclosure 6)

    Opinion of the Board of Directors: The shareholders are recommended to approve the appointment of:-

12. Ms. Nittaya Chetchotiros Certified Public Accountant No. 4439; or

13. Mrs. Wilai Buranakittisopon Certified Public Accountant No. 3920; or

14. Ms. Sureerat Thongarunsaeng Certified Public Accountant No. 4409; or

15. Ms. Napaporn Sathitthammaporn Certified Public Accountant No. 7494

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of KPMG Phoomchai Audit Ltd. to be the auditor of the Company and determine the auditor remuneration for the financial statements for one year beginning on 1 October 2016 and ending on 30 September 2017 in the amount of Baht 9,470,000 (Baht nine million four hundred seventy thousand), an increase of Baht 1,560,000 (Baht one million five hundred sixty thousand) from last year. Since year 2016 is the first year of fiscal year change, the fiscal year in 2016 was adjusted to 9-month period, therefore, the quarterly review fee was only for 2 quarters. However, the fiscal year in 2017 is 12-month period, therefore, the quarterly review fee will be for 3 quarters.

Agenda 8 Approval on the D&O Insurance for directors and executives

Opinion of the Board of Directors (excluding the directors who are considered as interested persons): The shareholders are recommended to approve the D&O Insurance for directors and executives with The Southeast Insurance Public Company Limited in the limitation of liability of Baht 1,000,000,000 (Baht one thousand million) and the total premium including stamp duties and VAT for one year period is at Baht 2,934,992.88 (Baht two million nine hundred thirty-four thousand nine hundred ninety-two and eighty-eight satang).

Agenda 9 Approval on the renewal of the Shareholders' Mandate for Interested Person Transactions (Shareholders' Mandate) (Enclosure 7)

Opinion of the Board of Directors: That for the purposes of Chapter 9 of the Listing Manual of the SGX-ST:

1. approval be given for the renewal of the mandate for the Company, its subsidiaries and associated companies which are considered "entity at risk" within the meaning of Rule 904(2) of the Listing Manual of the SGX-ST or any of them to enter into any of the transactions falling within the types of interested person transactions as set out in the Enclosure 7 to this Invitation to the 2017 Annual General Meeting of Shareholders with any party who is of the class of interested persons described in the Appendix, provided that such transactions are carried out in the normal course of business, at arm's length and on normal commercial terms and in accordance with the guidelines of the Company for interested person transactions as set out in the Appendix ("Shareholders' Mandate");

2. the Shareholders' Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting; and

3. authority be given to the Directors to complete and do all such acts and things (including executing all such documents as may be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders' Mandate as they may think fit.

The shareholders are recommended to approve the renewal of the Shareholders' Mandate as attached. The Shareholders' Mandate if approved by shareholders will authorize the interested person transactions as set out in the Appendix and recurring in the year and will empower the Directors to do all acts necessary to give effect to the Shareholders' Mandate. The authority unless previously revoked or varied by shareholders at a meeting of shareholders of the Company, will expire at the next annual ordinary general meeting of the Company.

Agenda 10 Approval on the amendment to the objectives of the Company for the operation of the Treasury Center and the amendment to Clause 3 of the Memorandum of Association (Enclosure 8)

Opinion of the Board of Directors: As the Company has established the International Head Quarter (IHQ), the Treasury Center has be considered to establish under the scope of International Head Quarter (IHO) in Thailand. In accordance with the establishment of Treasury Center, the Board of Directors deemed it appropriate to propose that the shareholders approve the amendment and additional Clause 32 to the objectives of the Company as follows:

"(32) To engage in business of treasury center under the law on exchange control."