( Translation )Report of Ordinary Shareholder Meeting for Annual 2015
ofCHIANGMAI FROZEN FOODS PUBLIC COMPANY LIMITEDTime and venue The meeting held on Tuesday, April 28, 2015 and started meeting at 10.30
a.m., at Tawana Ramada Hotel “Bon Vivant Room” No. 80 Surawongse Road, Bangrak,Bangkok.
Quorum Mr. Prapas Pholpipattanaphong is a Chairman of a meeting to replace Mr. Prayoon
Pholpipattanaphong, Chairman whose completed his term as director this year.
Chairman in the meeting, informs that there are the shareholders whose attend meeting bythemselves and whose assign to be present by proxy total 90 persons, countable share at
229,853,144 shares come to 60.31% of company register capital and already paid up shareamount 381,145,725 shares and are amount not less than one third of total distributed amountshares or not less than 127,048,575 shares and there shall be shareholders and proxies
attending at a shareholder meeting not less than twenty-five persons according to the Articles
of Association No. 34, then complete as quorum.
During meeting, there are additional 17 persons both shareholders and proxy countable
2,210,507 shares.
The Chairman says to open a meeting by assigning Mr. Wanchandr Sivaboonyawongs, Legal
Advisor of the company to proceed the meeting as agendas:
Meeting agenda: prior proceed the meeting as agenda, the conductor of a meeting informs
as follows:
Today there are 10 out of 10 company directors to attend the meeting namely:
1. Mr. Prayoon Pholpipattanaphong
Chairman
2. Mr. Prapas Pholpipattanaphong
Managing Director and Chairman of Risk
Management Committee
3. Mr. Suwat Phongphasura
Executive Director
4. Mr. Ankoon Pholpipattanaphong
Executive Director, Assistant Managing
Director, Company’s Secretary and MarketingManager
5. Mr. Prayuth Pholpipatanaphong
Executive Director, Chairman of Corporate
Governance Committee and Business
Development Manager
6. Mr. Lan, Mu-Chiou
Non-executive Director
7. Mr. Amnuay Yossuck
Independent Director , Chairman of Audit
Committee and Chairman of Board ofNomination & Remuneration Committee
8. Mr. Ampon Ruayfupant
Independent Director
9. Dr. Phusit Wonglorsaichon
Independent Director
10. Miss Darunee Ruangtham
Independent Director
1/8Related persons who perform duty in the meeting as follows:
1. Mr. Sakda Phimmuang
Accounting Manager act as recorder of the meeting2. Mr. Wanchandr Sivaboonyawongs Legal Advisor act as conductor
3. Mr. Pradit Rodloytuk
Auditor, eye-witness for counting votes.
4. Khun Rungsri Jieranaikhajon
Nominee of Thai Investors Association,Observer
Casting and counting a vote: After registered for a meeting, every shareholders and proxyshall receive voting ballot according to the number of agenda of a meeting. There shall be 3
spaces for casting a vote in each agenda that are: agree, not agree and abstain from voting.
The meeting shall cast a vote one agenda at a time by not having alternated agenda of ameeting. In the part of agenda of casting a vote for electing directors, the company opens anopportunity to the shareholders to cast a vote for electing directors individually. Whenalready casted a vote in each agenda, it would gather voting ballots only who are not agreed
and abstain from voting for quick voting. For all agreed voting ballots, shall keep when
already gathered voting ballots for not agreed and abstain from voting.
Program and bar-code system are used in this meeting to help in registration and voting.
Voting result in each agenda shall appear in projector LCD monitor to allow the shareholders
and proxy to learn of voting result. If the shareholders and proxy see that voting result is notcorrect, they can check at once. The company herewith has invited Mr. Pradit Rodloytuk,
Auditor to perform duty as eye-witness to check voting of the meeting and invite theshareholders that volunteer to join as eye-witness in checking voting in which not appear any
shareholder to volunteer as eye-witness in such checking voting.
Resolution: One share has one vote. To resolve in normal agenda, let regard the maximum
vote of attended shareholders and have a right to vote. If equal vote, vote of the chairman in
the meeting will be arbitrated. For agenda of approval remuneration for director and Audit
Committee, let regard the vote not less than two third of total vote of shareholders which
attend meeting and have a right to vote.
Agenda 1 Consider certify report of Ordinary Shareholder Meeting for Annual 2014
The Chairman, requests the meeting to consider report of Ordinary Shareholder
Meeting for Annual 2014 which held on April 23, 2014 as already sent copy toshareholders and requests the meeting to resolve.
Resolution The Meeting has considered and no inquiry from any shareholder or ask foramending report of Ordinary Shareholder Meeting for Annual 2014 and resolved in an
unanimously to certify report of Ordinary Shareholder Meeting for Annual 2014 withfollowing votes:
Approve
230,153,746
votes
Disapprove
Vote
Abstain from voting
vote2/8

Agenda 2 Acknowledge report the company operation result in cycle of 2014
Chairman of the meeting informs an operation result of the company andsubsidiary in the year 2014 which earned income from selling total amount 1,413.6 million
baht, decreased from previous amount 12.9 million baht or come to 0.9% and had net profit
60.4 million baht, decreased from previous 75.4 million baht or come to 55.5% in which
resulted mostly from decreased of sale volume 1,591 metric tons, cost of goods sold higher
form expenditure on fuel and energy, raw material quality decreased from using machine for
harvesting and impact on exchange rate.
Agenda 3 Consider approve Financial Statements of the company for the year ended
December 31, 2014
The Chairman requests the meeting to consider the Financial Statements of thecompany for the year ended December 31, 2014 which already passed auditing from certified
public accountant, then requests the meeting to consider and resolve.
Resolution The Meeting has considered and no shareholder inquire further, then resolved in
an unanimously to approve the financial statements of the company for the year ended
December 31, 2014 with following votes:
Approve
232,052,651
votes
Disapprove
Vote
Abstain from voting
vote
Agenda 4 Consider approve the appoint the Director to replace quitted one
The Chairman informs in the meeting that there are 4 directors whose completedterm this year, namely:
1. Mr. Prayoon Pholpipattanaphong
2. Mr. Ankoon Pholpipattanaphong
3. Mr. Lan, Mu-Chiou
4. Mr. Ampon Ruayfupant
By the Board of Company which not include the directors whose completed term, haveconsidered to agree which the proposed of Board of Nomination and Remuneration
Committee to propose those 4 completed term directors namely: 1) Mr. Prayoon
Pholpipattanaphong 2) Mr. Ankoon Pholpipattanaphong 3) Mr. Lan, Mu-Chiou and 4) Mr.
Ampon Ruayfupant to turn as directors once again to replace vacant position and present
toward the shareholder meeting for considering to elect as directors owing all those 4
proposed person are entirely knowledgeable - competent, experienced suitable to hold anoffice as company directors.
All this, the company opens an opportunity for minor shareholders to enable propose personname – list for receiving consideration in selecting as company director in advance since
October 2, 2014 till January 9, 2015 by having public relations and diffuse information
through website of the company (www.cmfrozen.com) and website of the Stock Exchange ofThailand (www.set.or.th) in which this year 2015 no any minor shareholders to propose
person name – list for selecting as Independent Director of the company.
3/8

Name lists and biography briefly of all proposed 4 directors have already sent to theshareholders along with invitation for meeting.
The Company opens a chance to the shareholders enable to propose other person names apartfrom said 4 directors, by a person who is proposed the name must not be the forbidden person
according to the Royal Act of Public Company Limited, Royal Act of Securities andSecurities of Stock Exchange, provision of Securities of Stock Exchange of Thailand,
provision of Securities and Exchange Commission and Article of Association of the company
and a person who is proposed must consent to propose the name and if it is proposed thename, the company will examine the property before register as director. If it is found thatthe property is forbidden, the company will not register as company director.
When no other shareholders inquire further, the chairman then requests the meeting toconsider and resolve to elect the director individually to replace quitted one.
Resolution The Meeting has considered and resolved in an unanimously to elect the director
individually respectively namely: 1) Mr. Prayoon Pholpipattanaphong 2) Mr. Ankoon
Pholpipattanaphong 3) Mr. Lan, Mu-Chiou and 4) Mr. Ampon Ruayfupant, with following
votes:
1. Mr. Prayoon Pholpipattanaphong
Approve
232,052,651
votes
Disapprove
Vote
Abstain from voting
votes
2. Mr. Ankoon Pholpipattanaphong
Approve
232,052,651
votes
Disapprove
Vote
Abstain from voting
votes
3 Mr. Lan, Mu-Chiou
Approve
229,882,651
votes
Disapprove
Vote
Abstain from voting
2,170,000
votes
4 Mr. Ampon Ruayfupant
Approve
231,980,836
votes
Disapprove
1,815
VoteAbstain from voting
70,000votes
Agenda 5 Consider approve to fix remuneration for Directors and Audit Committeesof 2015
The Chairman has informed in the meeting that in promote for performing duty ofBoard of Director in creating value added to the company, the company then should pay
an appropriate remuneration for the duty and responsibility to the director propose by
Board of Nomination and Remuneration Committee which the Board of Company
Meeting No. 1/2015 on February 26, 2015 have already considered to see that theshareholder meeting should consider approving to fix remuneration for director of 2015 asfollows:
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- Remuneration for 10 company directors each 400,000.-baht/year- Remuneration for Chairman of Audit Committee 40,000.-baht/month- Remuneration for 2 Audit Committees each 20,000.-baht/month
Policy and formulation method on remuneration
Such remuneration has already compared and reference information is anremuneration that to be in the same level with same industry, having adjacent withremuneration of registered company which conduct business and having adjacent size and is
the same remuneration with company remuneration for annual year 2014 which is inaccordance with the company policy that shall formulate remuneration to be in suitable basisthat would uphold for the directors that having property of required company.
when no other shareholders inquire further, the chairman then requests the meeting
to consider and resolve.
Resolution The Meeting has considered and resolved in an unanimously approve to fix
remuneration for company directors of 2015 as informed by the chairman with following
votes:
Approve
232,063,651
votes
Disapprove
Vote
Abstain from voting
vote
Agenda 6 Consider appoint Auditor and fix auditing fee of 2015
The Chairman informs in the meeting that at the meeting of Board of CompanyNo. 1/2015 on February 26, 2015 have considered and agreed to appoint company Auditor
and fix auditing fee of 2015 with an approval of Board of Audit Committee to propose theShareholder meeting for approving to appoint AST Master Co., Ltd., as company Auditor
with having either of Auditor as follows:
1. Mr. Pradit Rodloytuk
Certified Public Accountant License No. 0218 and/or
2. Miss Nongram Laoha-a-reedilok Certified Public Accountant License No. 4334
is an Auditor and express an opinion toward financial statements of the company andsubsidiary company of 2015 by appointed Auditor has no relationship or common interest
with the company, subsidiary company, executives or related person in an appearance that
may impact toward performing duty freely by propose the remuneration amount 800,000.baht (Eight hundred thousand baht).
When no other shareholders inquire further, the Chairman then requests the meeting toconsider and resolve.
Resolution The Meeting has considered and resolved in an unanimously approve to appoint
AST Master Co., Ltd., by having Mr. Pradit Rodloytuk, CPA Registration No. 0218 and/orMiss Nongram Laoha-a-reedilok, CPA Registration No. 4334 as company Auditor of 2015 by
allowing either of them has an authority to auditing and express an opinion toward financial
statements of the company and subsidiary company and approve remuneration in auditing
amount 800,000.- baht (Eight hundred thousand baht) with following votes:

5/8

Approve
Disapprove
Abstain from voting

232,063,651-votesVote
vote

Agenda 7 Consider approve dividend payment for the operation result of 2014
The Chairman has informed in the meeting that at the meeting of Board of Company
No. 1/2015 on February 26, 2015 have considered and resolved the company to pay dividend
as follows:- Pay dividend at rate 0.10 baht per share from the operation result of installment
January 1 – December 31, 2014 to the shareholders amount 381,145,725 sharescome to amount 38,114,572.50 baht or 63.08% of consolidated net profit byseparating into: pay from business of paid corporate income tax 20% at rate 0.03
baht per share come to 11,434,371.75 baht and pay from business of paid corporate
income tax 10% at rate 0.07 baht per share come to 26,680,200.75 baht.
- Rate of dividend payment from operation result of 2014 by 63.08% of net profit ofconsolidated increased 23.92% when compared with rate of dividend payment fromoperation result in the year 2013 that paid 87% but rate of dividend payment fromoperation result in the year 2014 still coordinated with formulated dividend
payment policy, that is to pay dividend not less than 60% of net profit.
- Dividend is deducted withholding tax 10%.
- Formulate name lists of shareholders who have right to receive dividends on March
12, 2015 and let collect name lists as clause 225 of Royal Act of Securities andStock Exchange by method of closing register book in March 13, 2015 and fix
Dividend payment in May 14, 2015.
Resolution The Meeting has considered and resolved in an unanimously approve thecompany to pay dividend by having details as informed by the Chairman in every way withfollowing votes:
Approve
232,063,651
votes
Disapprove
Vote
Abstain from voting
votes
Agenda 8 To consider other mattes ( if any).
During the meeting, the company opens a chance to the shareholders to express theiropinion and inquiry as follows:
Shareholder Why inventories increased 97.2 million baht, from which cause?
Company It happened from previous government policy, having guaranteed price rice mademost formers turned to grow more rice, the company then had lesser growing areas. But after
middle of the year 2014 onward, present government has abolished guaranteed price ricepolicy made the formers turned to grow more raw material of the company so made raw
materials much increased.
Shareholder Would like the company to report operation result and manage to review thepast information for comparison.
6/8

Company The Company shall take into consideration for revising in next chance.
Shareholder Target of the year 2015 = 23,300 metric tons, would like to know how was thefirst quarter of performance result?
CompanyThe Company is under proceeding to manage and sum up operation result andshall report toward the Stock Exchange of Thailand in the middle of May.
Shareholder Why Cash Cycle (page 165) increased?
Company Owing the company has much higher of inventories make selling duration
average increased also the company has collect debt duration average increased and has
paying debt duration decreased.
Shareholder What is the cause of profit result much rather decreased?
Company It happens from decreased of sale volume 1,591 metric tons, partly from weaken
currency of import country caused higher of import goods capital and slow down ofconsumer, sale capital higher from expenditure on fuel and energy, raw material quality
decreased from using machine for harvesting and impact on exchange rate.
Shareholder Sale value decreased but why expenditure in administration increased?
Company Owning the company repaid selling tax that no right to refund with penalty andadded money amount 11.5 million baht.
Shareholder Why selling capital of the company only and consolidated in the year 2014
were equal whereas sale value higher?
Company Owning the company sold the goods to the subsidiary company and subsidiarycompany did not buy the goods from other company made acknowledgement on selling
capital of consolidated was the same capital with capital of the company only and sale valueof consolidated higher because the subsidiary company fixed selling price higher than theprice that the company sold to the subsidiary company.
Shareholder How to make selling capital decreased?
Company As the company stop using machine in harvesting, believe that quality of raw
material would be better, yield would higher also capital trend on fuel and energy decrease
would make producing capital decrease. Trend in the part of exchange rate is better.
Shareholder When Mr. Ampon Ruayfupant becomes Independent Director?
Company Mr. Ampon is an Independent Director since begin as company director (April26, 2006).
Shareholder After the company volunteer as cooperate line of CAC, what has the company
done?
Company The Company has done 1) make resistant policy on misconduct and corruption inwriting 2) revise business ethics and Corporate Governance policy to coordinate withresistant policy on misconduct and corruption.
Shareholder When shall the company receive acceptance in CAC project?
Company The Company shall proceed as quick as possible.
Shareholder Why not bringing retained earnings in the past to pay the shareholders to allow
the shareholders to refund tax from tax base 30%.
Company All nearly retained earnings of the company are retained earnings that happen
from the profit that received investment promotion which not paying juristic person tax, notretained earnings that happen from paying juristic person tax in rate 30%.
7/8

Shareholder Any policy concerning CSR and haw?
Company The Company has a policy in conducting business by thinking of society andenvironment, not violate or support any activity that violate human rights and the mostimportant that the company pays an important with resistant policy on misconduct.
Shareholder Whether the company thinks of revising the machine that use in harvesting tobecome better or not?
Company
Through situation on growing area problem becomes better, but however
problem of labor on agriculture part still existing. Taiwan uses machine in harvesting. In
future the company has to use machine in harvesting as well for solving problem on lack oflabor but it has to find a way how to do to protect raw materials from damage from using
machine for harvesting.
Since no any other matter propose for consideration the chairman then says to close themeeting and thankful every shareholder whose attended the meeting.
Meeting closed at 12.10 times.
SignedSignature(Mr. Prayoon Pholpipattanaphong)
Chairman of the Meeting
SignedSignature(Mr. Sakda Phimmuang)
Recorder8/8