Pace Development Corporation Public Company Limited The 2016 Annual - - PowerPoint PPT Presentation

Pace Development Corporation Public Company Limited

The 2016 Annual General Meeting of Shareholders

26 April 2016 At Great Room, 3rd Floor, W Hotel Bangkok

Meeting procedure

Meeting procedure Agenda item Q&A

Invitation to shareholders to propose agenda item and nominate person for election as a director for the Annual General Meeting of Shareholders

For the good corporate governance principle, the Company has provided the shareholder to propose agenda item and nominate person for election as a director for the 2016 Annual General Meeting of Shareholders from 1 October – 31 December 2015. There was no shareholder proposing agenda or nominating person for election as a director.

Meeting procedures

The procedures for voting and the counting of votes 1. For voting in the Meeting, a shareholder will use a ballot card which has been arranged by the staff at the registration of the Meeting. A shareholder will have the number of votes equivalent to the number of shares he/she holds in the Company, whereby one share is equivalent to one vote. For the shareholders who indicate on the proxy form of his/her intention to vote on each agenda item, whether he/she agrees, disagrees or abstains in order for the proxy to vote on his/her behalf, the Company will count such vote in accordance with the intention of the shareholder, provided that the proxy will have no further rights to vote at the Meeting. 2. After explanation or clarification by the directors for each agenda item, the Chairman will allow the shareholders to raise questions or express their opinions. The shareholders who wish to express their opinions are requested to state their names, surnames, and the number of shares he/she holds before expressing opinions. If there are no shareholders who express any opinion that is different from the Board of Directors’ opinion, namely votes for disapproval or abstention, then the Chairman will proceed to the next agenda item and the vote will be treated as the approval or consent of the relevant proposed agenda item. The Company will inform all shareholders of the voting results at the end of each agenda item.

Meeting procedures

The procedures for voting and the counting of votes (cont.) 3. If any shareholder disagrees with any information proposed by the Board of Directors or wishes to abstain from voting in any agenda item, such shareholder is requested to raise his/her hand after the Meeting Facilitator has finished his question, and the Meeting Facilitator will have such shareholder submit the ballot card of such agenda item to the staff to accumulate the voting in the agenda item and inform Meeting of the result. For the counting of votes, the Company will deduct the number of ballots with a vote of disapproval or abstention from the total number of votes. With respect to a shareholder who appoints a proxy to attend the Meeting on his/her behalf and has already voted in the proxy form, the Company will record the votes in accordance with the shareholder’s intention in the computer system for the purpose of vote counting in each agenda item.

Meeting procedures

The procedures for voting and the counting of votes (cont.) 4. In an agenda for the election of directors replacing those retired by rotation, the shareholders might disapprove with certain persons nominated for the election to the Board

• f Directors of the Company. To enable shareholders to freely express their opinions, those

who are nominated would be asked to temporarily leave the conference room. To ensure transparency, every shareholder presenting at the meeting would be asked to vote by ballot, whether to approve or disapprove or abstain, for the election of the Board of Directors on an individual basis. The meeting staff would collect ballots from the shareholders who voted “disapprove” and “abstain” first, then would collect ballots from the shareholders who voted “approve” later.

Meeting procedures

The procedures for voting and the counting of votes (cont.) 5. Any votes cast in the following manner shall be considered invalid: 1) A ballot card that is filled in with more than one mark in the space provided; 2) A ballot card that casts a vote expressing a conflict of intent; 3) A ballot card with a vote that has been crossed out with no signature; and 4) A ballot card that casts a vote that exceeds the shareholder’s rights. A shareholder who wishes to correct his/her vote on the voting ballot should cross out the existing vote on the voting ballot and affix his/her signature thereto.

Meeting procedures

The procedures for voting and the counting of votes (cont.) 6. In case of a question regarding the voting procedures in the Meeting, a shareholder is entitled to ask the staff of the Meeting who will facilitate and explain the details to the shareholders. 7. A shareholder who wishes to leave the Meeting before the Meeting has been adjourned or who is not present in the meeting room during any agenda item, he/she can exercise his/her rights by submitting the voting ballot to the staff of the Company in advance before he/she leaves the meeting room. 8. The total number of votes of the shareholders cast on each agenda item might not be equivalent, as there will be shareholders and proxies entering the meeting room from time to time. Therefore, the number of the persons attending the Meeting for each individual agenda item may change and have some differences.

Agenda Item

Agenda 1 To certify the Minutes of the 2015 Annual General Meeting of Shareholders Agenda 2 To acknowledge the annual report and the report of the Board of Directors in relation to the Company's operational result for the year 2015 Agenda 3 To consider and approve the Company’s Financial Statements for the financial year 2015, ended 31 December 2015 Agenda 4 To consider and approve the allocation of net profit for the year 2015 as statutory reserve and to consider and approve to omit the dividend payment Agenda 5 To consider and approve the appointment of auditor and auditors' fees for the year 2016 Agenda 6 To consider and elect the directors to replace those due to retire by rotation Agenda 7 To consider and approve directors' remunerations for the year 2016 Agenda 8 Other matters (if any)

Agenda 1

To certify the Minutes of the 2015 Annual General Meeting of Shareholders

Agenda 1

Objective and Rationale The 2015 Annual General Meeting of Shareholders was held on 27 April 2015, and the Company had submitted the copy of the minutes of such meeting to the Stock Exchange of Thailand within 14 days as specified by the laws, the details of which are enclosed as Attachment 1. Therefore, the Company proposes that the Meeting of Shareholders certify the Minutes of the 2015 Annual General Meeting of Shareholders. Opinion of the Board of Directors In the opinion of the Board of Directors, the Minutes of the 2015 Annual General Meeting of Shareholders were correctly and completely recorded and the Board of Directors deemed it appropriate to propose that the Meeting of Shareholders consider certifying the minutes of such meeting. Resolutions of the Meeting of Shareholders Majority votes of the shareholders attending the Meeting and casting their votes.

Agenda 2

To acknowledge the annual report and the report of the Board of Directors in relation to the Company's operational result for the year 2015

Agenda 2

Objective and Rationale Under Section 113 of the Public Limited Companies Act B.E. 2535, the Board of Directors shall deliver an annual report to the shareholders along with written notices calling an annual general meeting. The annual report for the year 2015, which contains correct and complete details as prescribed by the Public Limited Companies Act B.E. 2535 and the regulations of the Securities and Exchange Commission has been already prepared by the Company; as a consequence, the Company wishes to present the Annual Report

• f the Company's operational result for the year 2015 to the shareholders for acknowledgement.

Agenda 2 Core Businesses

High-end Real Estate Development Gourmet Food & Beverages

Agenda 2 The Company’s Current Projects

* * Project Value of MahaNakhon 21 Billion Baht calculates from value of residential 14.5 Billion Baht plus discounted cash flow of 500MB EBITDA @ 8% of retail and hotel that approximately 6.5 Billion Baht.

Project Name Project Type Location Project Value (Million Baht) Year of Revenue Recognition MahaNakhon: mixed-use Narathiwas Road > 21,000.0* 2013 – 2016

• The Ritz-Carlton Residences, Bangkok

Condominium

• Approx. 14,500.0

2Q2016

• The Bangkok Edition Hotel

5-star luxury boutique hotel

• 2016
• Retail CUBE, Retail Hill, Sky Observation Deck

Lifestyle retail center

• 2014 - 2016

MahaSamutr:

• Luxury Villa
• Country Club

Villa Country Club Hua-Hin Soi 112 7.000.0 4,000.0 3,000.0 2016 Nimit Langsuan Condominium Soi Langsuan 7,584.0 2018 New Project on Narathiwas Road, by YLP Condominium Narathiwas Road 2,800.0 2018 Niseko (new project – in a study plan) Villa Hokkaido, Japan 1,200.0 N/A DEAN & DELUCA (USA) Gourmet Food & Beverages USA.

• Dec. 2014

DEAN & DELUCA (Thailand) Gourmet Food & Beverages Thailand

• 2015

Agenda 2 3 Current Projects MahaNakhon (mixed-use)

The Ritz-Carlton Residences, Bangkok Project Value (MB.) 14,500 Total No. of Residences 209 Backlog (%) 71

Agenda 2 3 Current Projects

“Sky Observation Deck” “The Ritz-Carlton Residences, Bangkok” “The Bangkok Edition Hotel”

Sky Observation Deck (74/F – 77/F) Residences (23/F – 73/F) 209 residences Hotel (1/F – 20/F) 159 keys 7,100 B./night

MahaNakhon (mixed-use)

Agenda 2 Construction Update of MahaNakhon

Updated as of April, 2016

• Interior construction finished for transferring.
• Began to transfer the residences

“The Ritz-Carlton Residences, Bangkok” to customers in April, 2016.

Agenda 2 Construction Update of MahaNakhon

Updated as of April, 2016

• Photo of interior construction finished (left above)
• Photo of Sunset view from the big terrace (right below)

Agenda 2 3 Current Projects MahaSamutr - Villa

Luxury Villa Project Value (MB.) 4,000 Total No. of Villa 80 Backlog (%) 40

Agenda 2 3 Current Projects MahaSamutr – Country Club

Agenda 2 Construction Update of MahaNakhon

Updated as of April, 2016

Agenda 2 3 Current Projects Nimit Langsuan

Nimit Langsuan Project Value (MB.) 7,584 Total No. of Residences 187 Backlog (%) 90

Agenda 2 Gourmet Food & Beverages “DEAN & DELUCA”

DEAN & DELUCA

• USA. (locations)

12 Thailand (locations) 5 Licensee (locations) 35 Total No. of locations 47

Agenda 2

Opinion of the Board of Directors The Board of Directors recommends that the shareholders acknowledge the annual report of the Company's operational result for the year 2015 which is enclosed as Attachment 2. The Company will also post the annual report of the Board of Directors on the Company's website in the Investor Relations Menu at www.pacedev.com prior to the Annual General Meeting of Shareholders for the shareholders and relevant persons' acknowledgement. Resolutions of the Meeting of Shareholders As this is an agenda item for acknowledgement, voting is not required.

Agenda 3

To consider and approve the Company’s Financial Statements for the financial year 2015, ended 31 December 2015

Agenda 3

Objective and Rationale Under Section 112 of the Public Limited Companies Act B.E. 2535 and Clause 39 of the Articles of Association of the Company, the Board of Directors shall prepare a balance sheet and profit-and-loss account as of the last day of the accounting year of the company (31 December of each calendar year) for submission to the Meeting of Shareholders for approval at the annual general meeting. The Company, therefore, proposes that the shareholders approve these 2015 financial statements for the year ended 31 December 2015, as examined by the Company's licensed auditor and endorsed by the Audit Committee, the details of which are enclosed in Attachment 2. Opinion of the Audit Committee The Audit Committee deemed the financial statements for the year 2015 to have been executed in accordance with the generally accepted accounting principles, so the Committee agreed to propose the Meeting of Shareholders for approval.

Agenda 3

Total assets, total interest bearing debt increased significantly:

• Total assets

increased to 34%

• Interest bearing debt

increased to 54% Total assets were increased mainly due to the construction in progress of MHNK project (residential and hotel), of MHSM project, and the land plot of Nimit Langsuan project. Total interest bearing debt were increased mainly due to Bond, BE, costs of construction: MHNK, MHSM, Nimit Langsuan, and Narathiwas projects.

Statement of Financial Position as at 31 Dec. 2015

19,416.90 25,932.10 11,123.40 17,132.43 2,380.91 2,127.60 0.00 5,000.00 10,000.00 15,000.00 20,000.00 25,000.00 30,000.00 1 2

Statement of Financial Position

Total Assets Total Interest Bearing Debt Equity attributable to Owner of the Parent

2014 2015

year

(Unit: Million Baht)

Agenda 3 Statement of Comprehensive Income FY ended 31 Dec. 2015

2014 2015

Consolidated Financial Statements (Unit : Million Baht) 2014 2015 Revenue from sale residential condominium units 34.0 109 Cost of sale residential condominium units (23.6)

• 85.2

Revenue from Dean & DeLuca 645.1 3,225.30 Cost of sales of Dean & DeLuca (377.8) -1,597.30 Gross Profit 277.7 1,651.80 Other income 79.6 178 Selling and administrative expenses (839.8) -3,303.40 Profit (Loss) before Finance Costs and Income Tax (482.5) -1,473.60 Finance Costs (209.7)

• 583.8

Loss before Income Tax (692.2) -2,057.50 Income Tax Income 85.5 188.9 Loss for the Year attributable to: (606.7) -1,868.60 Non-controlling interests 122.7 45.9 Equity holders of the former shareholders of subsidiary 102.9 37.6 Owners of the parent (381.1) -1,785.00

34.0 109.0 645.1 3,225.3 79.6 178.0 0.0 500.0 1,000.0 1,500.0 2,000.0 2,500.0 3,000.0 3,500.0 1 2

Core Revenue in 2014 and 2015

Revenue from property development Revenue from Dean & DeLuca Other Income

(Unit: Million Baht)

year

Agenda 3

Opinion of the Board of Directors The Board of Directors agreed to propose to the Meeting of Shareholders to approve the 2015 financial statements of the Company for the year ended 31 December 2015 which were audited by the Company's licensed auditor and were endorsed by the Audit Committee to the Meeting of Shareholders to approve. Resolutions of the Meeting of Shareholders Majority votes of the shareholders attending the Meeting and casting their votes.

Agenda 4

To consider and approve the allocation of net profit for the year 2015 as statutory reserve and to consider and approve to omit the dividend payment

ระเบียบวาระที่ 4

Objective and Rationale The Meeting should consider and approve allocation of part of the annual net profit as statutory reserve in an amount not less than five percent of the annual net profit less the sum of accumulated loss carried forward (if any) until the statutory reserve amounts to be not less than 10 percent of the Company's registered capital, pursuant to Section 116 of the Public Company Limited Act B.E. 2535 and Clause 45 of the Articles of Association of the Company Opinion of the Board of Directors The Board of Directors deemed it appropriate to propose to the meeting of the shareholders not to allocate funds to the statutory reserve or for dividend payment, as for the year ended 31 December 2015, the Company has incurred a net loss from the operation in an amount of Baht 364,486,428 (Three Hundred Sixty-four Million, Four Hundred Eighty-six Thousand, Four Hundred and Twenty-eight Baht). The Company, therefore, is not required to allocate its net profit as statutory reserve and proposed to the shareholder meeting to omit the dividend payment for the year 2015. Resolutions of the Meeting of Shareholders Majority votes of the shareholders attending the Meeting and casting their votes.

Agenda 5

To consider and approve the appointment of auditor and auditors' fees for the year 2016

Agenda 5

Objective and Rationale To propose the Meeting of Shareholders to consider for approval of an appointment of the Company's auditor and audit fee for the year 2016 in accordance with Section 120 of the Public Limited Company Act B.E. 2535 and Clause 36 (6) of the Articles of Association of the Company.

Agenda 5

Opinion of the Board of Directors The Board of Directors deemed it appropriate to propose to the meeting of the shareholders to appoint the auditors of Baker Tilly Audit and Advisory Services (Thailand) Ltd., i.e. 1.

• Mr. Apichart Sayasit, Certified Public Accountant No. 4229

(Never certified on the Company’s financial statements) and/or

• 2. Ms. Wimonsri Jongudomsombut, Certified Public Accountant No. 3899

(has certified on the Company’s financial statements for 1 year since 2015) to be the auditors of the Company for the year 2016, either of which is authorized to review and give an

• pinion on the financial statements of the Company.

The Board of Directors approved the auditing fee of the Company for the year 2016 at the rate of Baht 2,255,000 (Two Million Two Hundred and Fifty-five thousand Baht) which has been increased for Baht 225,000 (Two Hundred and Twenty-five Thousand Baht) from 2015 due to increased work. These fees are for the auditing of the annual financial statements and the review of the financial statements for each quarter.

Agenda 5 Comparison of remuneration

* Non-audit fee will be paid at actual cost.

Resolutions of the Meeting of Shareholders Majority votes of the shareholders attending the Meeting and casting their votes. มติอนุมัติจากผู้ถือหุ้น คะแนนเสียงข้างมากของผู้ถือหุ้น ซึ่งมาประชุมและออกเสียงลงคะแนน 2015 (Baht) 2016 (Baht) Increase/(Decrease) (Baht) % Total 2,030,000 2,255,000 225,000 11.08 Non-audit fee

• *

Agenda 6

To consider and elect the directors to replace those due to retire by rotation

Agenda 6

Objective and Rationale To propose that the Meeting of Shareholders consider appointing directors to replace those retiring by rotation in accordance with Clause 17 of the Articles of Association of the Company, which stipulates that at every annual general meeting, one-third of directors who have been in their positions the longest since their last appointments must retire by rotation. If the number of directors cannot be divided into three parts exactly, directors in a number closet to one-third shall retire. The directors retiring by rotation shall be re-elected. Directors vacating their office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall retire. In the 2016 Annual General Meeting of Shareholders of the Company, the directors who will retire by rotation are as follows: 1.

• Mrs. Ladda SiriwattanakosolIndependent Director

2.

• Ms. Benjaporn Prisuwanna Independent Director

3.

• Mr. Chumpol Techakraisri Director

The details of nominated persons to be appointed as replacement for directors retiring by rotation are enclosed as Attachment 3.

Agenda 6

Details of nominated persons to be appointed in replacement of directors who are due to retire by rotation Name - Surname: Mrs. Ladda Siriwattanakosol Age: 59 years Educational Background: Master’s Degree in Business Administration, Thammasat University Bachelor's Degree in Accountancy (B.B.A.), Chulalongkorn University Director Training Program:

• Director Certification Program (DCP), class 99/2008

Monitoring the Quality of Financial Reporting (MFR), class 5/2007 Monitoring the Internal Audit Function (MIA), class 1/2007 Monitoring the System of Internal Control and Risk Management (MIR), class 2/2008 Audit Committee Program (ACP), class 20/2008 Monitoring Fraud Risk Management (MFM), class 6/2011 Anti-Corruption for Executive Program (ACEP), class 15/2015

• Compensation Committee (RCC), class 20/2015

Agenda 6

Details of nominated persons to be appointed in replacement of directors who are due to retire by rotation Name - Surname: Ms. Benjaporn Prisuwanna Age: 51 years Educational Background: Master’s Degree in Accountancy, Chulalongkorn University Bachelor's Degree in Accountancy, Chulalongkorn University Director Training Program:

• Director Accreditation Program (DAP), class 90/2011

Compensation Committee (RCC), class 20/2015

Agenda 6

Details of nominated persons to be appointed in replacement of directors who are due to retire by rotation Name - Surname:

• Mr. Chumpol Techakraisri

Age: 38 years Educational Background: Bachelor's Degree in Banking and Finance (B.B.A.), Chulalongkorn University Director Training Program:

• Director Accreditation Program (DAP), class 10/2004

Director Certification Program (DCP), class 102/2008

Agenda 6

Opinion of the Nomination and Remuneration Committee The Nomination and Remuneration Committee, without the interested directors who are due to retire by rotation, are of an opinion that the Board of Directors propose to the meeting of the shareholders to consider and re-elect these three directors, namely Mrs. Ladda Siriwattanakosol, Ms. Benjaporn Prisuwanna and Mr. Chumpol Techakraisri, to be director for another term. All three directors who will retire by rotation are qualified in accordance with Section 68 of the Public Limited Company Act B.E. 2535, and have knowledge, ability, and experience beneficial to the Company's operation. Moreover, Mrs. Ladda Siriwattanakosol and Ms. Benjaporn Prisuwanna are qualified as independent directors of the Company, are capable of giving comments independently and in accordance with relevant rules and regulations.

Agenda 6

Opinion of the Board of Directors The Board of Directors, without the interested directors who are due to retire by rotation that have left the meeting temporarily for the independence of other directors and did not vote on this agenda, deemed that all three directors who will retire by rotation are qualified in accordance with Section 68 of the Public Limited Company Act B.E. 2535 and have knowledge, ability, and experience beneficial to the Company's

• peration, and therefore, are of the same opinions as the Nomination and Remuneration Committee and

recommended that the Meeting of Shareholders reelect the following three directors for another term: 1.

• Mrs. Ladda Siriwattanakosol

Independent Director 2.

• Ms. Benjaporn Prisuwanna

Independent Director 3.

• Mr. Chumpol Techakraisri

Director

Agenda 6

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes. The resolution shall be passed for each individual director.

Agenda 7

To consider and approve directors' remunerations for the year 2016

Agenda 7

Objective and Rationale To propose that the Meeting of Shareholders fix the remuneration of the directors of the Company for the year 2016 in accordance with Section 90 of the Public Limited Company Act B.E. 2535 and Clause 22 of the Articles of Association of the Company. Opinion of the Nomination and Remuneration Committee The Nomination and Remuneration Committee considered the remuneration and benefits of the directors of the Company appropriately and discretionarily, based on the comparative rate with others in the same industry, and deemed it appropriate to determine that the 2016 remuneration of the directors and the members of the sub-committee shall amount up to Baht 3,200,000 (Three Million and Two hundred Thousand Baht) which is at the same rate as 2015. Opinion of the Board of Directors The Board of Directors considered the performance of each committee and agreed with the Nomination and Remuneration Committee to propose the remuneration of the directors for the year 2016 to the Meeting

• f Shareholders for approval.

Resolutions of the Meeting of Shareholders Not less than two-thirds (2/3) of the total number of votes of the shareholders attending the Meeting.

Agenda 7

Remuneration 2015 2016 1. The Board of Directors a) Annual allowance (quarterly payment)

• Chairman
• Director

a) Meeting allowance (pay per time)

• Chairman
• Director

240,000 Baht/Year 180,000 Baht/Year 12,000 Baht/Time 10,000 Baht/Time 240,000 Baht/Year 180,000 Baht/Year 12,000 Baht/Time 10,000 Baht/Time

• 2. Executive Committee

Meeting allowance (pay per time) None None The details of remuneration shall be as following:

Agenda 7

Remuneration 2015 2016

• 3. Risk Management Committee

Meeting allowance (pay per time)

• Chairman and Member

8,000 Baht/Time 8,000 Baht/Time

• 4. Nomination and Remuneration Committee

Meeting allowance (pay per time)

• Chairman and Member

8,000 Baht/Time 8,000 Baht/Time

• 5. Audit Committee

Meeting allowance (pay per time)

• Chairman and Member

8,000 Baht/Time 8,000 Baht/Time

Agenda 8

Other matters (if any)

Pace Development Corporation Public Company Limited 87/2 CRC Tower, All Seasons Place 45th Fl., Unit 3, Wireless Road, Lumpini, Pathumwan, Bangkok 10330 Thailand

• Tel. +66 2 654 3344
• Fax. +66 2 654 3323

www.pacedev.com

Pace Development Corporation Public Company Limited