invitation to 2017 ordinary shareholders’ meeting · invitation to 2017 ordinary shareholders’...

Invitation to 2017 Ordinary Shareholders’ Meeting

on Friday, April 21st, 2017

Invitation to 2017 Ordinary Shareholders’ Meeting

No. 1/2017 MFEC Public Company Limited

On Friday 21st April 2017, 10.30 a.m.

At the meeting Room, 39th Floor

123 SunTower B, Vibhavadi Rangsit Road, Chompol, Chatuchak, Bangkok

As for a proxy, please bring along completed Proxy Form for convenience in registration.

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MFEC Public Company Limited.

Head Office : 699 Modernform Tower 27th Floor, Srinakarin Rd., Suanluang, Bangkok 10250 Thailand Tel.(662) 664-5999 Fax.(662) 722-8388

Branch : 333 LPN Building,21St Floor, Soi Choeipoung, Vibhavadee Rd., Chatujak Bangkok 10900. Thailand Tel.(662) 278-9278 Fax.(662) 278-9279

MFEC/CSOT/0004/2017

30 March 2017 Subject : Invitation to Annual General Meeting of the Shareholders 2017

Attention: The Shareholder of MFEC Public Company Limited

Attachment

1. CD of Annual Report 2016 and Sustainability Report 2016

2. A copy of the Minutes of Annual General Meeting of the Shareholders 2016

3. Summary of financial information 2016

4. Details of dividend payment records

5. Profiles of candidates for directors and definition of independent directors

6. Criteria for remuneration, and details of remuneration records of the Board of Directors and other

committees

7. List of auditors and remuneration

8. Proxy Form, type B.

9. Guidelines for Annual General Meeting of the Shareholders

10. Articles of Association in the part of Annual General Meeting of the Shareholders

11. Request Form for Annual Report 2016

12. Map for the AGM venue

MFEC Public Company Limited's Board of Directors resolves to call for Annual General Meeting of

the Shareholders 2017 on Friday 21 April 2017 at 10:30 hours (Registration begins at 9:30 hours.). The venue

is the Conference Room, 39th Floor, Sun Tower B, 123 Vibhavadi-Rangsit Road, Chompol, Chatuchak,

Bangkok 10900. The AGM agendas are described below.

Agenda 1: Review and adopt the Minutes of Annual General Meeting of the Shareholders 2016.

Purpose & Rationale: The Annual General Meeting of the Shareholders 2016 was held on 25 April

2016. The Minutes of the AGM 2016 was prepared and forwarded to the Stock Exchange of

Thailand and Ministry of Commerce within the deadline designated by the laws, while being

disseminated in MFEC's website. A copy of the Minutes is enclosed herewith in Attachment 2.

Board of Directors’ Opinion: The Board agreed to propose the AGM to adopt the Minutes of Annual

General Meeting of the Shareholders No. 1/2016 dated 25 April 2016 which was accurately

recorded.

Agenda 2: Report MFEC's operational performance in 2016 by the Board of Directors.

Purpose & Rationale: The reporting follows Article 29 and 34 of the Articles of Association. The

Board reports MFEC's operational performance in 2016 as appeared in Annual Report 2016 and

the summary of financial information in Attachment 3.

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Board of Directors' Opinion: The Board agreed to present the AGM MFEC's operational

performance in 2016 and its future plans for acknowledgement.

Agenda 3: Review and approve the balance sheet and profit/loss statement for the year ending 31 December

2016.

Purpose & Rationale: The financial statements follow Public Company Act and Article 33 and 34

of the Articles of Association. The Board assigned MFEC to prepare its balance sheet and

profit/loss statement for the year ending 31 December 2016 to be presented to the AGM for

approval. The financial statements were audited by the auditor, reviewed by the Audit Committee

for accuracy, approved by the Board and reported in Annual Report 2016.

Board of Directors' Opinion: The Board agreed to present the AGM the balance sheet and

profit/loss statement for the year ending 31 December 2016 audited by the Audit Committee and

licensed auditor for approval.

Agenda 4: Review and approve appropriation of profit for dividend payment to the shareholders.

Purpose & Rationale: The Company has the policy to make dividend payment at the rate of no

less than 50% of its net profit. Each year, dividend payment will be subject to its investment plan,

necessity and others relevant to the future. The dividend payment will gain approval from the

Board before being forwarded to the AGM for approval.

In 2016, the Company recorded 221.7 million baht in its comprehensive income and 502.7 million

baht in unappropriated retained earnings at the 2016 yearend with a sufficient cash balance.

Therefore, the Company is able to pay dividend to the shareholders according to the Public

Company Act and Article 36 of the Articles of Association stating to prohibit appropriation of other

types of money but profit as dividend and in the case of accumulated loss, appropriation for

dividend is prohibited. The Company's dividend payment records are depicted in Attachment 4.

In addition, according to the Public Company Act and Article 37 of the Articles of Association,

MFEC shall appropriate a part of its annual net profit at no less than 5% of its annual net profit less

accumulated loss (if any) as a provision. The appropriation shall continue until the provision

reaches the rate of no less than 10% of its registered capital. The Company had the required rate

of the provision at 10% of its registered capital as required by the laws. Therefore, it did not have

to appropriate its net profit in 2016 as additional provision.

Board of Directors' Opinion: The Board agreed to the following profit appropriation from the 2016

performance and dividend payment.

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o None of appropriation for the legal provision as the Company had the provision as required

by the laws.

o Dividend will be appropriated from net profit and made to the shareholders at the rate of

0.35 baht (Thirty-Five Satang) or 70% of net profit in 2016. The record date is set on 2 May 2017

and the closing date according to Article 225 of the Securities and Exchange Act is scheduled on

3 May 2017. The dividend payment will be made on 15 May 2017. The dividend will be

appropriated from net profit after the 20% corporate income tax.

The Board already reviewed and agreed that the said dividend rate is appropriate and in line with

the Company's dividend payment policy in comparison of the dividend rate a year earlier.

Agenda 5: Review and approve the election of new directors in replacement of the directors who leave the

office in due term.

Purpose & Rationale: According to Article 13 of the Articles of Association, one-third of the Board's

members shall leave the office in every AGM. If the number is not able to be divided by three, the

number close to one-third of the Board's members shall leave the office. The directors who leave

the office in due term may be re-elected to assume the position for one more term.

The following three (3) directors leave the office this year.

1. Mr. Siriwat Vongjarukorn, Executive Director who assumes the position in MFEC for 20 years.

2. Mr. Thanakorn Chalee, Executive Director who assumes the position in MFEC for two (2) years.

3. Dr. Charn Tharawas, Independent Director who assumes the position in MFEC for six (6) months.

The Company provided an opportunity for the shareholders to nominate proper candidates without

prohibited characteristics for new directors. However, none of the shareholders made the

nomination. On 27 February 2017, the Nomination and Remuneration Committee resolved to

present the Board of Directors' Meeting No. 1/2017 to elect the directors/independent director who

left the office in due term and possess knowledge, capability and perception in MFEC businesses

with experience useful for the Company to resume the directorship position for one more term.

Their profiles and records are detailed in Attachment 5.

Board of Directors' Opinion: The Board excluding the members who were at stake agreed to

propose the AGM to elect three (3) directors who left the office in due term to resume the position

for one more term as all of three (3) directors have all qualifications without prohibited

characteristics as stated in the Public Company Act B.E. 2535 (1992). In addition, all of them have

knowledge and experience for MFEC benefits throughout their period.

Agenda 6: Review and approve remuneration for the Board of Directors and other committees for the year 2017.

Purpose & Rationale: The Board and committees' remuneration was reviewed by the Nomination

and Remuneration Committee. The Nomination and Remuneration Committee proposed the Board

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to leave the remuneration unchanged for the Board and committees. This follows the practices of

the good corporate governance with a review in compliance with Article 14 of the Articles of

Association on an annual basis. The remuneration is based on earnings performance, business

size, conformity and closeness of remuneration given in the same size of the same industry,

appropriateness for duties and responsibilities, and economic growth and conditions. The criteria

and details of remuneration are elaborated in Attachment 6.

Board of Directors' Opinion: The Board agreed to propose the AGM to maintain the remuneration

rates for the Board members, Audit Directors, Risk Management and Corporate Governance

Directors and Nomination and Remuneration Directors as those of the previous year. The proposed

remuneration rates were compared with those for other listed companies in the same industry,

based on a 2015 survey of the Stock Exchange of Thailand and a 2016 survey of Thai Institute of

Director. Besides, appropriateness of the Board and committees' duties and responsibility and the

country's economic conditions were considered. According to the Nomination and Remuneration

Committee, the remuneration combined for the Board and committees are set to be no more than

3,840,000 baht.

Agenda 7: Review and approve the auditors for the year 2017 and remuneration

Purpose & Rationale: The proceed follows the Public Company Act and Article 29 of the Articles of

Association requiring the AGM to appoint the auditors and Remuneration on an annual basis. In

2017, after reviewed in its meeting the auditors' work quality and duty appropriateness, and

assessed their independence and qualifications required, the Audit Committee agreed to appoint

the following three (3) auditors of Dharmniti Auditing Company Limited.

Auditor CPA License No. Year of Auditing

1. Mr. Thanawut Piboonsawat 6699 1 year

2. Ms. Sulalit Ardsawang 7517 - year

3. Mr. Peeradech Pongsathiensak 4752 - year

In addition, the Audit Committee agreed on the audit and service fees for preparation of financial

statements at no more than 1,390,000 baht (the audit fee at 1,330,000 baht and service fee for the

Board of Investment's promotional privilege at 60,000 baht), up 9% from the previous year due to a

larger corporate size, the business risk level and more complicated financial statements.

Comparatively, the rates of the fees are proper against other auditing firms. The details are

described in Attachment 7.

Board of Directors' Opinion: The Board agreed to propose the AGM to appoint three (3) auditors of

Dharmniti Auditing Company Limited as the auditors for the year 2017 and determine their

remuneration at no more than 1,390,000 baht in 2017.

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Agenda 8: Other issues (if any)

Should any shareholders want a copy of Annual Report 2016, please make a request in the form of

Attachment 11 and deliver it by post to the Office of Corporate Secretary, 333 Lao Peng Nguan

Tower, 21st Floor, Vibhavadi-Rangsit Road, Chompol, Chatuchak, Bangkok 10900 or by electronics

mail at [email protected]. After that, the Company will deliver you the copy accordingly. The

shareholders can see details of the Sustainability Report 2016 at MFEC website www.mfec.co.th.

This is for acknowledgement. MFEC would like to invite the shareholder to attend the Annual

General Meeting of the Shareholders 2017 at the time, date and venue as mentioned above. For the

shareholder who will not be able to attend the AGM 2017 yourself, please appoint the proxy on your behalf.

The shareholder may give the proxy to an independent director or any other person to attend the AGM 2017

on your behalf. The Proxy Form shall be delivered to MFEC before the meeting. The Company will open for

registration from 8:30 hours onward.

Yours Truly,

(Mr.Sirisak Thirawattanangkul)

Chairman, Board of Directors

Please request for additional information at : Office of Corporate Secretary Tel. 0 2664 5999 ext. 2713, 5331, 5881 Email

address : [email protected]

Attachment 1

CD Annual Report 2017 and

Annual sustainability Report 2017

Attachment 2.

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For Agenda Item No.1 : To approve the minutes of the Annual General Meeting of

Shareholders No. 1/2016

MFEC Public Company Limited

Minutes of Annual General Meeting of Shareholders No. 1/2016

The Annual General Meeting of Shareholders No.1/2016 was held at 10:30 hours of Monday, April 25th, 2016. The meeting venue was the Conference Room, 39th Floor,Sun Tower B, No. 123 Vibhavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok.

The AGM started.

Mrs. Varaporn Wisedsang declared that 56 shareholders and 57 proxies attended the AGM, totaling 92 persons for 199,694,479 shares or a 45.24% stake in attendance. The number of shares exceeded one-third of MFEC's 441,453,555 paid-up shares, constituting the meeting quorum as required by the Articles of Association. Chairman was asked to opened the AGM and consider all of the meeting agenda in order.

Mr. Sirasak Thirawattanangkul, Chairman for the Board of Directors and Chairman in the meeting, gave an opening speech for the AGM 2016 and welcomed the shareholders. He presented the company's directors, independent directors, Chief Financial Officer, financial advisor, independent financial advisor and auditors in attendance.

Directors in Attendance

1. Mr. Sirisak Thirawattanangkul Chairman

2. Mr. Anan Leetrakul Vice Chairman / Independent Director

3. Mr. Siriwat Vongjarukorn Director / Chief Executive Officer

4. Mr. Paitoon Sirichatchaikul Director

5. Mr. Kiyotaka Nakamura Director

6. Mr. Thanakorn Chalee Director

7. Mr. Suchart Tammapitagkul Independent Director / Chairman - Audit Committee

8. Mr. Uthai Tanlamai Independent Director / Audi-Committee Director

Individuals in Attendance

1. Ms. Siriporn Detnitirat Chief Financial Officer 2. Ms. Wannisa Ngambuathong Auditor, Dhamniti Auditing Company Limited 3. Ms. Nithinee Kittikunapong Deputy Auditor, Dhamniti Auditing Company Limited 4. Mr. Ratachai Teratanavat Financial advisor, RHB Securities (Thailand) 5. Ms. Kittiporn Wattananupong Financial advisor, RHB Securities (Thailand) 6. Ms. Chanikarn Chinsamran Financial advisor, RHB Securities (Thailand) 7. Mr. Kriengkrai Sirawanichkarn Independent financial advisor, Capital Link Advisory 8. Mr. Thitiwatchara Supanpong Independent financial advisor, Capital Link Advisory 9. Mr. Kasin Thienchai Independent financial advisor, Capital Link Advisory Prior to the meeting, Chairman stated that the company notified the shareholders, through

its website and the Stock Exchange of Thailand, that it invited them to propose any essential issues as agenda in the AGM 201. Requirements were clearly made in regard to nomination of persons qualified for the director position in accordance with the Articles of Association, while criteria for submission of questions for the AGM in advance. The proposed period was scheduled during December 24th, 2015-January 25th, 2016. However, none of the shareholders proposed any issues as agenda or nominated qualified persons for the director position or submitted questions for the AGM during the period. The company notified, in advance, dissemination of the AGM 2016 document through the Stock Exchange of Thailand and the company's website, 14 days prior to the AGM from April 11th, 2016 onward.

Attachment 2.

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Chairman informed the AGM the voting procedures in each agenda. The voting

procedures followed the guidelines for the AGM of the Stock Exchange of Thailand as depicted below.

- A shareholder has his/her votes equivalent to the number of his/her shares held or proxies, and is eligible for casting votes as agree or disagree or abstention in each agenda with the number of his/her shares held or proxies in ballots received at the registration.

- In a case that a shareholder attends a meeting by his/her own, Chairman will propose the AGM to cast votes in each agenda by asking which shareholders would like to make any objection, opinion or abstention. When a shareholder raises his/her hand to express objection, opinion or abstention, the company’s officer would collect a ballot distributed earlier from the shareholder. Those who do not raise their hands are deemed for agreement or approval on the proposed agenda as proposed to the AGM. One (1) common share is eligible for one (1) vote. All shareholders who express approval on each agenda shall return ballots to the officer at the registration after the AGM,

- In a case of a proxy, a shareholders' votes in each agenda will be counted as those appeared on the proxy document given to the company’s officer at the registration.

- In a case that a shareholder gives a proxy rights to review and cast votes in the AGM, the proxy’s votes will be counted by the same procedure the shareholder attends the AGM by his/her own.

The company assigned Mr.Natthapon Kasemsap, Internal Audit Director who had independence, performed inspection of the vote counting to ensure transparency and compliance with the Articles of Association. The QR code system was employed for the vote counting, which could assist the process of votes cast with accuracy and rapidity.

In each agenda, the Company Secretary would make notification of the voting results on the number of the shareholders in agreement, disagreement or abstention. Eligible votes of the shareholders in attendance would be counted in each agenda after the number of the shareholders in attendance might be different in each agenda as additional shareholders might come in anytime. After the AGM, the company’s officers would collect the ballots of the voters as evidence further. Agenda Item No. 1, 3, 4, 6, 7 and 8 shall gain approval by a majority of votes. Agenda Item No. 5: Review and approve interrelated transaction and liquidation of assets through sales of ordinary shares and waiver of rights to purchase new shares of Promptnow Company Limited was an exception. This agenda shall gain approval no less than three-fourths of total eligible shares of the shareholders in attendance. Agenda Item No. 7: determination of remuneration for the committees shall gain approval more than two-thirds of total eligible shares of those in attendance.

Chairman proceeded the AGM in the following agenda.

Agenda No. 1 Adopt the Minutes of Annual General Meeting of the Shareholders No. 1/2015 The Chairman informed the Meeting that the company prepared the Minutes of the Annual General Meeting of the Shareholders No. 1/2015 dated April 21 s t, 2015, and submitted it to the Stock Exchange of Thailand and the Ministry of Commerce within the determined periods. A copy of the minutes and the invitation letter to the AGM were delivered to the shareholders beforehand. These documents were uploaded on the company's website. The Board of Directors reviewed the minutes and made comment that it was accurately recorded. Chairman asked the Meeting on whether or not a shareholder would like to correct the minutes and proposed the Meeting for approval of the minutes which was delivered to the shareholders.

Chairman asked the Meeting on whether a shareholder would like to correct the minutes?

None of the shareholders corrected the minutes. Chairman asked the meeting to cast votes. Secretary declared the number of those eligible to vote and votes in this agenda.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was none of additional attendee present when the meeting began.

Attachment 2.

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Resolution The Meeting reviewed the minutes and resolved to adopt the minutes, as proposed by Chairman, with unanimous, eligible votes of the shareholders. There were 113 shareholders in total, equivalent to 199,694,479 shares.

Approval: 113 Shareholders, 199,694,479 votes, equivalent to 100.00%

Disapproval: -Shareholders, - votes, equivalent to - %

Abstention: - Shareholders, - votes, equivalent to - %

Agenda No. 2 Acknowledge the company's operational performance for the year of 2015 and the

Board of Directors' annual report Chairman notified the AGM that the Board reported the company's 2015 performance as detailed in the Annual Report 2015 which was delivered together with the invitation letter to the shareholders. As this agenda was for the shareholders' acknowledgement only, the shareholders were not required to cast their votes. Mr. Siriwat Vongjarukorn, Chief Executive Officer, was assigned to give the shareholders a briefing on the company's 2015 performance and opened the floor for questions and answers.

Mr. Siriwat Vongjarukorn, Chief Executive Officer, provided the AGM the following summary of the company's 2015 performance.

MFEC and its subsidiaries' operational performance in 2015

The company and its subsidiaries' consolidated income totaled 3,382 million baht. The consolidated expenses amounted to 3,128 million baht. Its gross profit was 793 million baht. Of total profit, 66% came from Manage Services and the remaining 34% from System Integration. Profit before tax was 254 million baht. The corporate income tax expense, on the consolidated basis, accounted for 52 million baht. Net profit for non-controlling interest amounted to 5 million baht and net profit for major shareholders totaled 197 million baht. The profit drop in System Integration was attributable to: 1) corporate policy; economic conditions; and 3) increased proportion of recurring business in Manage Service.

In 2016, rapidly-changing technology would affect IT growth/change, which will give impacts on big traders like EMC and IBM. The IT technology particularly Cloud Computing has expanded swiftly. Such sharp changes in technology have prompted the company to adjust its skill sets to satisfy the market.

Given the economic situation in 2016, the country's gross domestic product (GDP)'s growth declined to 2.5 per cent for the first quarter of 2016 after droughts, the economy, lack of confidence for investment. The company revised up its target for net profit growth in 2016 to 15% year-on-year. It concentrates on recurring business, expense and cost reduction and adjustment of skill sets in five following types to cope with market demand.

1) Social Network: in the process of considering channels for doing businesses.

2) Clouding Computing: in the process of collaboration with partners for business extension.

3) Big Data like Data Warehouse

4) Mobility

5) Security

The company's human resources development policy was maintained to produce human resources to cope with growth and strengthen businesses. Given services as the core of IT business, we have paid attention on human resources development from the upstream. We joined hand with universities for training projects in the summer and co-operative education to have new graduates be well-prepared for the company. We set our target to develop quality IT personnel into the market. In 2014, about 429 students took part in MFEC Group's human resources development projects. In the three-year period, it targets to develop 1,000 persons, 1,500 persons and 2,000 persons in 2015, 2016 and 2017, respectively.

Attachment 2.

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Social Enterprise

The Board of Directors set up Wisdom Sharing Foundation which brought the content learning system to share with students, for the purpose of educational benefits, in the provinces. Schools in the North were pilot projects and the number of schools was expected to increase in the future. MFEC Group was the Social Enterprise and expressed confidence that we would grow with sustainability.

Chairman asked the shareholders on whether or not any shareholders had questions regarding to the company's 2015 operational performance? None of the shareholders asked additional questions. Then, Chairman proposed the shareholders to acknowledge the company's 2015 operational performance.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was one additional attendee, equivalent to 1,117,330 more eligible votes, present during the meeting.

Resolution The AGM acknowledged the company's 2015 operational performance.

Agenda No. 3 Review and approve the balance sheet and profit/loss statement ending

December 31st, 2015.

Chairman summarized MFEC Public Company Limited's financial statements audited by the Audit Committee and the auditor from Dhamniti Auditing Company Limited, Ms.Wannisa Ngambuathong, on February 25th, 2016. The details were shown in Annual Report delivered with the invitation letter to the shareholders. This agenda intended to have the Meeting to review and approve the company's balance sheet and profit/loss statement ending December 31st, 2015.

Chairman asked the Meeting that whether or not the shareholders have had questions relevant to the company's balance sheet and profit/loss statement?

None of the shareholders asked additional questions. Then, Chairman asked the Company Secretary to declare the number of the eligible voters and votes for this agenda for approval.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was 35 additional attendees, equivalent to 4,457,707 more eligible votes, present during the meeting. And, in the agenda, one shareholder equivalent to 2,592,400 eligible votes separated shares for voting, which did not follow the vote counting criteria, and was not allowed to cast votes in Agenda No. 3.

Resolution The AGM reviewed the agenda and resolved to approve the company's audited, 2015 balance sheet and profit/loss statement ending December 31st, 2015 with unanimous eligible votes of the shareholders in attendance. There were 148 shareholders in total, equivalent to 202,677,116 shares.

Approval: 148 Shareholders, 202,677,116 Votes, equivalent to 100 %

Disapproval: -Shareholders, - Votes, equivalent to - %

Abstention: - Shareholders, - Votes, equivalent to - %

Agenda No. 4 Review and approve the appropriation of retained earnings for dividend payment

to the shareholders.

Chairman stated that given the 2015 operational performance and financial statements presented to the shareholders in Agenda Item No. 2 and 3, respectively, the company registered sufficient liquidity in cash flow. The Board then resolved the following results in the Board of Director's Meeting No. 2/2016 dated March 15th, 2016.

- No allocation for legal reserve, given the company's total reserve at the rate required by the law.

Attachment 2.

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- Proposed dividend payment set aside from the company's retained earnings, as

of December 31st, 20115, to the shareholders at a rate of 0.33 baht (Thirty Satang). (Dividend will be paid from retained earnings less 20% corporate income tax.) The shareholder's dividend will be deducted the withholding tax at 10% of the dividend from the retained earnings taxed at the corporate income tax rate. Following the company's dividend payment policy, the company is required to make dividend payment at a rate of no less than 50% of its net profit after tax and legal reserve. The company presented the dividend payment during 2013-2015 as appeared in the invitation letter (Attachment 3).

The record date was set on Monday, May 9th, 2016 and the closing date, following Section 225 of the Securities and Exchange Act was scheduled on Tuesday, May 10th, 2016. The dividend payment was determined on Monday, May 23rd, 2016.

Chairman asked the Meeting that whether or not the shareholders have had any questions or suggestion relevant to the company's profit appropriation for dividend payment?

None of the shareholders asked additional questions. Then, Chairman asked the Company Secretary to declare the number of the eligible voters and votes for this agenda for approval.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was one additional attendees, equivalent to 20,000 more eligible votes, present during the meeting.

Resolution The AGM reviewed the agenda and resolved to approve the company's appropriation of its 2015 net profit, in the part of retained earnings as of December 31st, 2015, for dividend payment. The record date was set on Monday, May 9th, 2015 and the closing date, following Section 225 of the Securities and Exchange Act was scheduled on Tuesday, May 10th, 2016. The dividend payment was determined on Monday, May 23rd, 2016 at 0.33 baht (Thirty-three Satang). The agenda was approved, as proposed by Chairman, with unanimous, eligible votes of the shareholders in attendance. There were 150 shareholders in total, equivalent to 205,289,516 shares.

Approval: 150 Shareholders, 205,289,516 Votes, equivalent to 100 %


Abstention: - Shareholders, - Votes, equivalent to - %

Agenda No.5 Review and approve interrelated transaction and liquidation of assets

through sales of ordinary shares and waiver of rights to purchase new shares of Promptnow

Company Limited (subsidiary).

Chairman stated that given TIS Inc. as MFEC's major shareholder with 77,983,675 shares or 17.67% of its registered and paid-up capital, TISI (Thailand Company Limited (so-called TIS Group) intended to become a shareholder in Promptnow Company Limited (Promptnow) through share purchase from Promptnow's existing shareholders and MFEC, and subscription of 110,400 capital increase shares. The agreed price is set at 1,467 baht.

- MFEC was a major shareholder holding 60% of Promptnow's registered and paid-up capital and intended to sell some of its holding or 53,200 shares in Promptnow for a total of 78,044,400 baht. In addition, MFEC waived its rights to subscribe 20,400 capital increase shares, out of total 34,000 capital increase shares, in Promptnow. The par value is 100 baht apiece. The offer price was 1,467 baht per share. Promptnow's existing shareholders also intended to waive their share subscription rights. Therefore, Promptnow would be able to offer 34,000 capital-increase shares to the TIS Group which would acquire all of these shares at the same offer price it would purchase the shares from Promptnow's existing shareholders and MFEC at 1,467 baht per share.

- Sales of the company's shares in Promptnow and waive of subscription rights for 73,600 capital increase shares in Promptnow were regarded as asset liquidation and waive of rights involving a listed company's assets following the Capital Market Supervisory Board's Announcement Tor. Jor. 20/2008 on criteria for significant transactions regarding asset acquisition or liquidation and the Stock Exchange of Thailand's Board of Governors Bor. Jor/Por21-01 on

Attachment 2.

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information disclosure and execution of a listed company for asset acquisition or liquidation, B.E. 2547 ("Announcement on Acquisition or Liquidation"). The size of a transaction, according to the criteria for total value of the highest return, was valued below 15% of total assets as appeared in the company's consolidated financial statements. The company, thus, was not required to prepare a report and make information disclosure to the Stock Exchange of Thailand (SET) following the Announcement on Acquisition or Liquidation.

- In addition, the transaction between the company and TIS Group and that between the former's subsidiary Promptnow and TIS Group were regarded as interrelated transactions.

- Sizes of the interrelated transactions were considered from 53,200 shares the company offered for TIS Group and 34,000 shares Promptnow offered for the group after its existing shareholders' right waiving at 78,044,400 baht and 49,878,000 baht, respectively. As of December 31st, 2015, Promptnow had short-term borrowings and accrued interest with the company at 4,033,425 baht. Therefore, net value of the transactions plus the short-term borrowings and interest totaled 131,955,825 baht.

- Such interrelated transactions followed the Capital Market Supervisory Board's Announcement Tor. Jor. 21/2008 on criteria for interrelated transactions and the Stock Exchange of Thailand's Board of Governors' Announcement Bor. Jor./Por. 22-01 on information disclosure and execution of a listed company in interrelated transactions, B.E. 2546 ("Announcement on Interrelated Transactions"). Total value of the transactions was set from net tangible assets of the company. The transaction size was at 10.18% of the company's net tangible assets or more than 20 million baht or more than 3% of the company's net tangible assets.

- Therefore, according to the Announcement on Interrelated Transactions, the company had a duty to request the Board of Directors' approval for disclosure of information to the SET, and the AGM's approval for execution of the transactions and appointment of independent financial advisors to make comments for the transactions. Such requires three-fourths of total shareholders' eligible votes in attendance and the stakeholders were excluded.

Detailed information involving asset liquidation in the account record, interrelated transactions and independent financial advisors' opinions were described in Attachment 4.

After reviewing the business synergy that would arise from TIS Group's planned holding in Promptnow, and TIS Group's offer price for the share purchase and subscription, the Board of Directors opined that such transactions were appropriate and brought the maximum benefit for the company and its shareholders. TIS Inc. was a leading IT firm from Japan. Such transactions would bring about business cooperation with a partner who had capability and specialization that could promote the existing businesses' capabilities and extend new businesses of Promptnow. This could lead to the latter's strength and stability, enhancement of competitiveness through technological development, increase of channels for expansion of customer base. These transactions would enlarge the company's opportunity to gain from Promptnow's growing businesses and provide sustainable returns to the shareholders in the long term.

Chairman asked the Meeting on whether or not the shareholders had any questions or suggestions regarding the agenda?

Question 1 Mr.Thongchai Promlikitkul, the proxy in attendance, asked if the transactions were complete, how was the issue involving the 4,000,000 baht accrued debts with MFEC? And when would TIS Inc. and TISI (Thailand) Company Limited make payment?

Answer 1 Ms. Siriporn Detnitirat, Chief Financial Officer, explained that the 4,000,000 baht accrued borrowings was made by Promptnow Company Limited for its working capital in projects. After Group of TIS Inc. transferred its payment in May 2016, Promptnow would make the debt repayment.

Question 2 Mr.Thongchai Promlikitkul, the proxy in attendance, asked why did not MFEC hold a majority stake of 51% or at least 25%? TIS Inc., which held a 17% stake in MFEC, would hold a majority stake in Promptnow instead.

Attachment 2.

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Answer 2 Mr.Siriwat Vongjarukorn, Chief Executive Officer, explained two reasons for MFEC's liquidation of shares in Promptnow and reduction of its stake to 20%.

The first reason was that MFEC owned investment in Promptnow for a long period and consistently realized losses. In the latter period, Promptnow has seen its improved performance. Based on evaluation of its growth potential from overseas expansion, more capital for investment was required for such expansion.

The second reason was that MFEC had no policy to increase capital. It had the policy to promote each company MFEC invested to grow. Therefore, a partner TIS Inc. was searched for its technological capabilities and overseas markets like Indonesia to make investment. If the shareholders approved the transactions, Promptnow would have more investment by 50 million baht. If MFEC had continued its majority stake in Promptnow, the latter would have seen its growth in a gradual pace. Given benefits that may arise, MFEC's Board agreed on such transactions.

None of the shareholders had any other questions. Chairman notified the AGM that the stakeholders - TIS Inc. and Mr. Siriwat Vongjarukorn, would not cast their votes in this agenda. Chairman then asked the meeting to cast votes. The Secretary declared the number of those eligible to vote and votes in this agenda for approval.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was two additional attendees, equivalent to 55,500 more eligible votes, present in the meeting.

The resolution, in this agenda, required three-fourths of total eligible votes of the shareholders in attendance. The votes excluded those of the stakeholders - TIS Inc. and Mr. Siriwat Vongjarukorn for 86,398,934 votes in total.

Resolution The Meeting reviewed the agenda and resolved to approve the interrelated transactions and asset liquidation through sales of shares and waive of capital-increase shares in Promptnow to TIS Inc. The resolution was made with no less than three-fourths of total eligible votes pf the shareholders in attendance. There were 150 shareholders in total, equivalent to 118,946,082 shares.

Approval: 143Shareholders, 114,625,582 Votes, equivalent to 96.3677%

Disapproval: 6Shareholders, 4,317,500 Votes, equivalent to 3.6298%

Abstention: 1 Shareholder, 3,000 Votes, equivalent to 0.0025%

Agenda No. 6 Review and appoint one (1) Independent Director.

Chairman stated that, according to the Articles of Association No. 11, the Board of Directors consisted of at least five members. No less than half of them must have residence in the Kingdom of Thailand. The Board's members must contain qualifications as required by the law. They were prohibited to operate, partner with or become directors of other juristic persons that had similar conditions and operated businesses in competition with the company's business operations. There remained an exception for notification to a shareholders' meeting prior to the appointment. Based on the regulations on corporate governance, at least one-third of the Board's members must be independent directors.

Currently, the Board consisted of eight members (four executive members, one non-executive member and three independent directors). The candidate's profile and information were depicted in Attachment 5.

Chairman asked the shareholders on whether or not any shareholders had any questions or suggestions?

None of the shareholders asked additional questions. Then, Chairman proposed the shareholders to cast their votes. The Secretary declared the number of eligible voters and votes for this agenda for approval.

Attachment 2.

-8-

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was one additional attendee, equivalent to 6,263 more eligible votes, present during the meeting.

Resolution The Meeting reviewed the agenda and resolved to appoint Associate Professor Dr. Kamales Santivejkul to hold the position of Independent Director with the majority of eligible votes of the shareholders in attendance. There were 153 shareholders in total, equivalent to 205,351,279 shares.

Approval: 147 Shareholders, 201,403,479 Votes, equivalent to 98.0775%


Abstention: 2 Shareholders, 519,500 Votes, equivalent to 0.2530%

Agenda No. 7 Review and appoint new Directors in replacement of those who retired and

designation of remuneration for the committees for the year of 2016.

7.1 Review and appoint new Directors in replacement of those who retired

Prior to the agenda, Mrs.Varaporn Wisedsang, Company Secretary, provided details, in a piece of paper, to correct the profile of Mr.Kiyotaka Nakamura in regard to mistakes about nationality, study details, and add work experience and positions in other listed companies (Details were provided in the piece of paper for correction attached to the invitation letter.). Chairman was invited to proceed with the agenda.

Chairman stated that according to the Articles of Association No. 13, every AGM must see one-third of the Board's members be retired. If the number of the Board's members could not be separated into three parts, the number of directors retired must be close to one-third. This year, two following directors were retired from their position.

1. Mr. Sirisak Thirawattanangkul Executive Director

2. Mr. Kiyotaka Nakamura Non-Executive Director

The company delivered both directors' profiles and records for the shareholders' consideration in Attachment 6.

Following the company's policy, criteria and nomination method, the Board agreed that the two directors had proper qualifications, knowledge, capabilities and skills that benefited its business operations. Both excellently performed their duties. Therefore, the Board of Directors' Meeting No. 2/2016 resolved to propose the AGM to re-elect both who retired, Mr.Sirisak Thirawattanangkul and Mr.Kiyotaka Nakamura, as the Board's members for one more term. Chairman asked the AGM to re-elect them and cast votes on an individual basis.

Chairman, as Director and the shareholder who was the stakeholder in re-election of himself to hold the position of Director for one more term, asked for abstention in his re-election for transparency and equality


None of the shareholders asked additional questions. Then, Chairman proposed the shareholders to cast their votes. The Secretary declared the number of eligibles voters and votes for this agenda for approval.

Mrs.Varaporn Wisedsang, Company Secretary, stated that there was none of additional attendee present during the meeting.

Resolution The AGM reviewed the agenda and resolved to approve the appointment of the following Directors in replacement of the Directors who retired on an individual basis.

1. Mr. Sirisak Thirawattanangkul. The approved appointment was made with the majority shares of the shareholders in attendance. There were 152 shareholders in total, equivalent to 192,425,266 shares (excluding the stakeholder - Mr. Sirisak Thirawattanangkul, for 12,926,013 shares)

Attachment 2.

-9-




2. Mr. Kiyotaka Nakamura. The approved appointment was made with the majority shares of the shareholders in attendance. There were 153 shareholders in total, equivalent to 205,351,279 shares

Approval: 146 Shareholders, 201,030,779 Votes, equivalent to 97.8960%.



In regard to designation of the authorization following the Articles of Association No. 22, the Board of Directors' Meeting is required to determine directors' authorities. Therefore, the Board of Directors' Meeting will proceed with the determination of directors' authorities following the Articles of Association.

7.2 Review and approve determination of remuneration for committees for 2016. Chairman stated that the Board of Directors' Meeting No. 2/2016 approved the

determination of 2016 remuneration for the committees at 3,252,000 baht (Three Million Two Hundred and Fifty-Two Thousand Baht) in total. The remuneration rate remained the same as the previous year's, given the economic conditions and appropriateness of the Board's performance in comparison with other listed companies in similar size and industry.

7.2.1 Remuneration for the Board of Directors (Annual Basis) The remuneration rates were proposed for Chairman at 264,000 baht, and seven (7)

directors at 192,000 baht each for a total of 1,800,000 baht (One Million and Eight Hundred Thousand Baht) per year. The remuneration was set to be paid in December and there was no individual meeting allowance or annual pension. Mr.Kiyotaka Nakamura, Director who represented TIS Inc., waived his rights for remuneration for the whole period of his directorial position, given Japan's corporate governance.

7.2.2 Remuneration for the Audit Committee (Monthly Basis) The remuneration rate was proposed for the Audit Committee's three (3) members at 264,000 baht per year per member for a total of 792,000 baht (Seven Hundred and Ninety-Two Thousand Baht) per year.

7.2.3 Remuneration for the Risk Management Committee (Monthly Basis) The remuneration rate was proposed at 264,000 baht per year for its Chairman only and his/her travel allowance at 5,000 baht per month or 60,000 baht per year for a total of 324,000 baht (Three Hundred and Twenty-Four Thousand Baht) per year.

After reviewing the remuneration, the Board agreed to change remuneration for each position as appropriate for a director's duty, instead of the previous pattern of remuneration. Remuneration was waived for Chairman for the Risk Management Committee in the part of his position as the Audit-Committee Director. Risk-Management-Committee Director who also holds the position of the Executive Director was also waved remuneration.

7.2.4 Remuneration for the Nomination and Remuneration Committee (Monthly

Basis) Following the corporate governance, the Board will, in 2016, establish the Nomination and Remuneration Committee which will comprise two members. Remuneration was proposed at 22,000 baht per person per month for a total of 264,000 baht per person per year or 528,000 baht (Five Hundred and Twenty-Eight Thousand Baht) per year in total. The Nomination and Remuneration Committee's member who also holds the position of the Executive Member was also waived his/her remuneration.

Attachment 2.

-10-

The details were elaborated in Attachment 6 of the invitation letter to the shareholders.


Question 3 Mr.Thongchai Promlikitkul, the proxy in attendance, asked the number of each committee's meetings per year and each director's attendance per year.

Answer 3 Mrs.Varaporn Wisedsang, Company Secretary, elaborated that information of each committee's meetings and each director's participation in meetings per year was depicted in the part 'The Company's Committee Structure' of Annual Report 2015.


Mrs. Varaporn Wisedsang, Company Secretary, stated that there was one additional attendee, equivalent to 10,000 shares, present during the meeting.

The resolution of this agenda shall be made with no less than two-thirds of eligible votes of the shareholders in attendance.

Resolution The AGM reviewed the agenda and resolved to approve the determination of each committee's remuneration for a total of 3,252,000 baht in the following details.

1. Board of Directors - annual basis: Chairman's remuneration at 264,000 baht per year and eight (8) more directors at the remuneration rate of 192,000 baht per person per year for 1,800,000 baht per year in total.

2. Audit Committee: Each director's remuneration at 22,000 baht per month for 264,000 baht per person per year for 792,000 baht (Seven Hundred and Ninety-Two Thousand Baht) per year. 3. Risk Management Committee: Chairman's remuneration at 22,000 baht per month and travel allowance at 5,000 baht per month for 324,000 baht (Three Hundred and Twenty-Four Thousand Baht) per year

4. Nomination and Remuneration Committee: Each director's remuneration at 22,000 per month for 264,000 baht per person per year or 528,000 baht (Five Hundred and Twenty-Eight Thousand Baht) per year in total.

Given more than two-thirds of total eligible shares of the shareholders in Attendance. There were 154 shareholders in total, equivalent to 205,361,279 shares.


Disapproval: 5 Shareholders, 3,801,000 Votes, equivalent to 1.8509%


Agenda No. 8 Review and appoint the auditors and their remuneration for the year of 2016.

Chairman stated that, according to Section 120 of the Public Limited Companies Act, the AGM was required to appoint the auditors and their remuneration every year. The appointed auditors could be the same persons as the previous year's. In 2016, the Audit Committee's Meeting agreed to propose appointment of three auditors from Dhamniti Auditing Company Limited: Mr. Thanawut Piboonsawat, Auditor License No. 6699; Mr. Sulalit Ardsawang, Auditor License No. 7517; and Mr.Peeradet Pongsathiensak, Auditor License No. 4752, as the company's auditors, in replacement of Ms.Wannisa Ngambuathong who ended her term in 2015 after her five-accounting year performance. The 2016 audit fee was also agreed with the same rate of last year at 1,270,000 baht (1,230,000 baht as the auditing fee and 40,000 baht as the service fee for BOI's investment promotion condition). The said rate was appropriate after being compared with the rates of other auditing firms.

Attachment 2.

-11-

The Audit Committee, Internal Audit Director and Chief Executive Officer assessed the auditing company's independence, work quality, work experience and work quantity in comparison with other auditing companies. In addition, the remuneration rate was compared with those of other auditing companies with similar business. Information of the auditors and remuneration for auditing were attached to the invitation to the shareholders as appeared in Attachment 7.



Mrs. Varaporn Wisedsang, Company Secretary, stated that there was none of additional attendee present during the meeting.

Resolution The AGM reviewed the agenda and resolved to appoint Mr. Thanawut Piboonsawat, Auditor License No. 6699; Mr. Sulalit Ardsawang, Auditor License No. 7517; and Mr. Peeradet Pongsathiensak, Auditor License No. 4752, of Dhamniti Auditing Company Limited as the company's auditors in 2016. The 2016 audit fee was also agreed at 1,270,000 baht. The resolution was made with the majority of eligible votes of the shareholders in attendance. There were 154 shareholders in total, equivalent to 205,361,279 shares.

Approval: 153Shareholders, 205,358,279 Votes, equivalent to 99.9985%



Agenda 9 Other issues

Chairman opened the floor for the shareholders' questions and suggestions, while asking if there was any additional questions.

Question 4 Mr.Chupong Boonyasiriwat, the volunteer to protect the rights of the shareholders, asked for the progress of the plan to take part in the anti-corruption program in 2010 and the company's plan to cope with this program.

Answer 4 Mr. Siriwat Vongjarukorn, Chief Executive Officer, explained that the company lessened its work reception/services to the state customers. In 2015, its public-sector sales lowered by 71%. It had the policy to increase the proportion of sales to the private sector. Meanwhile, the Board of Directors reviewed this issue and expressed confidence that the company would grow without any promotion of corruption. And Mrs. Varaporn Wisedsang, Company Secretary, added that aside from the customer policy, there was the trader policy which prohibited reception of gifts and awards. The shareholder policy set out stoppage of giving souvenirs in an AGM in order to promote anti-corruption.

Question 5 Mr. Thongchai Promlikitkul, the proxy in attendance, asked Executive Chairman made clarification on the company's direction, amid its likely decline in income, for a 15% increase of net profit from the previous year as notified in Agenda Item No. 2.

Answer 5 Mr. Siriwat Vongjarukorn, Chief Executive Officer, explained that the company raised its work proportion in Manage Service, expanded its markets into private banking and finance group, reduced sales of System Integration. The company confided that its profitability and growth rate would be maintained.

Suggestion 1 Mr. Thongchai Promlikitkul, the proxy in attendance, proposed the Board to make the interim dividend payment, given the economic slowdown. If the company will make the interim dividend payment, it was believed to entice more investment.

Mr. Sirisak Thirawattanangkul, Chairman for the Board of Directors, expressed his appreciation for the shareholders and all proposed issues would be forwarded to the next Board of Directors' Meeting.

Attachment 2.

-12-

Chairman asked if there were any other questions from the shareholders.

None of the shareholders asked questions. Therefore, Chairman thanked all of the shareholders in attendance and adjourned the Meeting at 11:55 Hours.

Sign

(Mr. Sirisak Thirawattanangkul) Chairman at the Meeting

Attachment 3

-1-

For Agenda Item No.2 : To acknowledge the performance of the Company in 2016

Financial Summary for the Year 2016

2559 / 2016 2558 / 2015 2557 / 2014

Total Revenues (Baht) 3,372,393,817 3,382,329,728 5,175,923,164

Revenues from Ssales and Service (Baht) 3,220,647,528 3,333,663,366 5,132,254,613

Groff Profit (Baht) 693,456,579 794,074,366 961,447,290

Net Profit (Baht) 221,766,295 196,533,226 270,427,033

Total Assets (Baht) 3,328,181,138 3,140,640,773 3,546,435,656

Total Liabilities (Baht) 1,344,480,252 1,224,979,215 1,612,478,918

Total shareholder's equity of the parent company (Baht) 1,977,205,229 1,895,702,704 1,918,689,882

Non-controlling interests (Baht) 6,495,657 19,958,854 15,266,855

PROFITABILITY :

Gross profit margin ( % ) 21.53 23.82 18.76

Net profit ( % ) 6.58 5.85 5.22

RETURN ON INVESTMENT :

Return on total assets ( % ) 6.66 6.30 8.15

Return on equity ( % ) 11.37 10.30 14.09

LIQUIDITY & STABILITY :

Current ratio (Tiems) 1.99 2.02 1.74

Debt to Equity ratio (Times) 0.68 0.64 0.84

PER SHARE DATA :

Number of shares (Registered) 441,453,555 441,453,555 441,500,555

Number of shares (Fully paid) 441,453,555 441,453,555 441,453,555

Book value (Baht / Share) 4.48 4.29 4.35

Net profit (EPS) (Baht / Share) 0.50 0.45 0.61

Dividends (Baht / Share) * 0.35 0.33 0.50

Attachment 4.

For Agenda Item No.4 : Review and approve appropriation of profit for dividend payment

to the shareholders.

Dividend Payment Policy

The Company has the policy to pay dividend at the rate of approximately 50% of net profit after taxes and legal provision. The Board of Directors has the authority to abandon the policy or change the policy intermittently with conditions for the shareholders' optimal benefits. For example, the amount is used as legal provision for debt repayment or investment for business expansion or for the event of changes in market conditions that may affect the Company's cash flow in the future.

In the case of its subsidiaries, the Board of Directors resolved to determine their dividend payment policy at the rate of no less than 50% of net profit after taxes and legal provision.

Dividend Payment during 2012-2016

The annual turnover

2016 (Proposed year)

2015

2014

2013 2012

Number of common shares as of

31 Dec. (shares)

441,453,555 441,453,555 441,453,555 440,402,555 439,351,555

Retained earnings as of 31 Dec. (million baht)

502.74 423.00 446.10 360.41 264.51

Net profit (million baht) 221.77 196.53 270.43 232.21 181.19

Earnings per share (baht/share) 0.50 0.45 0.61 0.53 0.41

Dividend paid per share (baht/share)

0.35 0.33 0.50 0.45 0.33

Total dividend paid (million baht)

154.5 145.6 220.7 198.1 144.9

Dividend payout (%) Based on

dividend for a whole year relative to net profit

70 74 82 85 79

Dividend payout (%) Based on

dividend for a whole year relative to retained earnings

31 34 49 55 57

In 2016, the Company paid the corporate income tax at the rate of 20% of net income.

Remark:

1. The dividend payout is the amount of dividend for a whole year relative to net profit as of 31

December. The Board of Directors' Meeting No. 1/2017 resolved to propose Annual General

Meeting of the Shareholders No. 1/2017 to review the dividend payment for the year 2016 set

aside from net profit after 20% corporate income tax. The dividend will be paid at 0.35 baht

per share. The shareholders are required to pay the withholding tax at 10% of total dividend

received.

2. Dividend payment schedule

XD sign to be posted by the SET for three (3) days 27, 28 April and 2 May 2017

The record date 2 May 2017

The book closing date following Article 225 of Securities and Exchange Act 3 May 2017

The dividend payment date 15 May 2017

Attachment 5.

-1-

For Agenda Item No.5: Review and approve the election of new directors in replacement

of the directors who leave the office in due term.

1. Profiles of candidates for directors.

1.1 Mr.Siriwat Vongjarukorn Type of the Director Nominated

: Director/ Chief Executive Officer/

Risk Management & Corporate Governance Director/

Nomination & Remuneration Director Age : 49 years

Nationality : Thai Education : Honorary Doctorate Degree, Information Technology, Sripatum University

Bachelor of Engineering, Chulalongkorn University

Training : Director Accreditation Program (DAP)

Director Certification Program (DCP) By Thai Institute of Directors (IOD)

Holding in MFEC : 8,415,259 shares or 1.9% of total shares eligible for votes.

Five-year work records

1. Director for MFEC and its subsidiaries

MFEC Group Tenure period Position No. of meeting

attendance

MFEC PLC. *Registered for a public company limited

1 July 2003

3 March 1997 - present 20 years

19 February 2014 - present 22 February 2006 - present 12 May 2016 - present

Director Chief Executive Officer

Risk Management Director

Nomination & Remuneration Director

7/7 9/9

6/10

1/2 Modernform Integration Services

Co., Ltd.

2005 - present

Director (subsidiary)

MIS Outsourcing

Co., Ltd.

2016 - present


PromptNow Co., Ltd.

2013 - present

Director (associate company)

2. Positions in other listed companies / other major enterprises / enterprises which compete and relate to the Company's businesses. Other listed companies in the stock exchange

Other non-listed companies (major) Positions in enterprises which compete / relate to the Company's businesses

No. Position No. Position

2 companies

Director - Aqua Corporation Plc.

And 2 Companies of Group Director - Thai Consumer

Distribution Center Co., Ltd.

Director - Accomplish Way Holding Co., Ltd.

2 companies

Director - Panjaluck Pasuk Co., Ltd.

-None-

Director - Matichon Plc. Director - Digital Ventures

Co., Ltd.

Attachment 5.

-2-

Performance in 2016: Board of Directors Executive Committee Risk Management

Committee Nomination & Remuneration Committee

1. Oversee and supervise business operations to abide by the laws, the Company's objectives and Articles of Association, and the

shareholders' resolutions.

2. Promote to operate businesses under good

corporate governance.

1. Screen the policy, direction and business strategies to be in line with business situations and competition.

2. Manage, oversee and supervise business operations to follow the planned budget.

1.Review the drafted

charter 2. Review a framework of risk management and screen risk factors

that affect strategic targets of the organization.

3.Set up the Risk

Management Team 4.Promote and hold training courses for the executives and unit

heads. 5.Have the Risk Management Team to report risk management progress

on a quarterly basis. 6.Provide recommendation for the management to focus

on prevention of risks and prioritization.

1. Review the drafted charter

2. Nominate/select candidates to be forwarded to the

Board of Directors for the Company and its subsidiaries' directors.

3. Promote and

encourage the shareholders to nominate qualified candidates for the Company's directors.

Records of Legal Misconduct for the Past 10 Years.

Qualifications

1. Being ruled for criminal misconduct or being filed a criminal case. Yes NO

2. Being ruled for a bankrupt person or a person with a receivership order Yes No

3. Being a management executive or a controlling person in a company or a limited partnership ruled for bankruptcy or

receivership.

Yes No

√

√

√

Attachment 5.

-3-

1.2 Mr.Thanakorn Charlee Type of the Director Nominated

: Director/ Executive Director/

Risk Management & Corporate Governance Director อาย :

Age : 49 years

Nationality : Thai Education : Bachelor of Engineering, Chulalongkorn University

Training : Director Accreditation Program (DAP)

How to Develop Risk Management Plan (HRP)

By Thai Institute of Directors (IOD)

Holding in MFEC : - shares or 0% of total shares eligible for votes.

Five-year work records

1. Director for MFEC and its subsidiaries

MFEC Group Tenure period Position No. of meeting attendance

MFEC PLC.

*Registered for a public company limited

1 July 2003

12 May 2015 - present 2 years

10 July 2013 - present 19 February 2014 - present

Director

Executive Director Risk Management Director

7/7

8/9 10/10

Advance Intelligence

Modernity Co.,Ltd.

2004 - present


Motif Technology Plc. 2011 - present Director (subsidiary)

Modernform Integration Services Co., Ltd.

2015 - present


2. Positions in other listed companies / other major enterprises / enterprises which compete and relate to the Company's businesses. Other listed companies in the stock exchange Other non-listed companies (major)

Positions in enterprises which compete / relate to the Company's businesses

No. Position No. Position - -none- 1 Company Director - Coach Marketing

Co., Ltd. -none-

Performance in 2016:

Board of Directors Executive Committee Risk Management Committee

1. Oversee and supervise business operations to abide by the laws, the Company's objectives and Articles of

Association, and the shareholders' resolutions.

2. Promote to operate businesses under good corporate governance.

1.Screen the policy, direction and business strategies to be in line with business situations and competition.

2. Manage, oversee and

supervise business operations to follow the planned budget.

1.Review the drafted charter

2.Review a framework of risk management and screen risk factors that affect strategic targets of the organization

3.Set up the Risk Management

Team 4.Promote and hold training courses for the executives and unit heads.

5.Have the Risk Management Team to report risk management

progress on a quarterly basis. 6. Provide recommendation for the management to focus on prevention of risks and prioritization

Attachment 5.

-4-


Qualifications

1. Being ruled for criminal misconduct or being filed a criminal case. Yes NO

2. Being ruled for a bankrupt person or a person with a receivership order Yes No

3. Being a management executive or a controlling person in a company or a limited partnership ruled for bankruptcy or

receivership.

Yes No

√

√

√

Attachment 5.

-5-

1.3 Dr. Charn Tharawas

Type of the Director Nominated: Independent Director/ Nomination & Remuneration Director Age : 65 years

Nationality : Thai Education : Ph.D., Finance, Western American Univerisity, USA

Master of Business Administration, Kasetsart University Bachelor of Economics, Thammasat University

Training : Director Accreditation Program (DAP) Director Certification Program (DCP) By Thai Institute of Directors (IOD)

Holding in MFEC : - shares or 0% of total shares eligible for votes.

Five-year work records 1. Director for MFEC and its subsidiaries MFEC Group

MFEC Group Tenure period Position No. of meeting

attendance MFEC PLC. *Registered for a public company limited 1 July 2003

9 August 2016 - present 6

months

Director

(The Board of Directors' Meeting No. 4/2016 resolved to appoint him in replacement of Mr. Paitoon Sirichatchaikul who resigned.)

4/7

7 October 2016 - present

Nomination & Remuneration Director

1/2

2. Positions in other listed companies / other major enterprises / enterprises which compete and relate to the Company's businesses. Other listed companies in the stock exchange Other non-listed companies (major)

Positions in enterprises which compete / relate to the Company's businesses

No. Position No. Position - -none-

5 enterprises Director, Advisory Level

– Mass Rapid Transit Authority of Thailand

- Ministry of Transport

- Ministry of Digital Economy and Society

Chairman - C.Am Creation Co., Ltd. Director - Inter Capital Leasing Co., Ltd.

-none-

Performance in 2016 :

Board of Directors Nomination & Remuneration Committee 1. Oversee and supervise business operations to abide by the laws, the Company's objectives and Articles of Association, and the

shareholders' resolutions. 2. Promote to operate businesses under good corporate governance.

1.Review the drafted charter

2. Nominate/select candidates to be forwarded

to the Board of Directors for the Company and its subsidiaries' directors.

3. Promote and encourage the shareholders to nominate qualified candidates for the Company's

directors.

Attachment 5.

-6-

Additional qualifications of a candidate for Independent Director

(Stakes with the Company/subsidiaries/associate companies or other juristic persons that may

have conflicts at the present or in the past two (2) years)

Relationship Qualifications

1. Being a director who participates in management, an

employee, a worker or an advisor with salary. Yes No

2. Being a professional. (such as an auditor, a legal advisor, etc.) Yes No

3. Having significant business relationship that may prevent from performing tasks with independence. Yes No

4. Having the family relationship with other directors. Yes No


Qualifications

1. Being ruled for criminal misconduct or being filed a criminal

case. Yes NO

2. Being ruled for a bankrupt person or a person with a

receivership order Yes No

3. Being a management executive or a controlling person in a

company or a limited partnership ruled for bankruptcy or receivership.

Yes No

√

√

√

√

√

√

√

Attachment 5.

-7-

2. Qualifications of Independent Directors (comparable to requirements of the Securities and Exchange Commission, and the

Stock Exchange of Thailand)

2.1 An independent director shall hold no more than 1% of total shares, eligible for voting, of the Company, and its subsidiaries and associate companies or juristic persons that may have conflicts. Shares owned by related persons are included.

2.2 The independent director shall neither be nor have been an executive director, an employee, an officer, a consultant with regular salary or a person with controlling power of the Company, and its subsidiaries and associate companies or juristic

persons that may have conflicts. An exception is made for a person who has left the said-positions for no less than two (2) years.

2.3 The independent director shall not have blood relationship or legal registration as parents, spouses, brother or sister and daughter or son. A spouse of daughter or son

of an executive, a major shareholder, a person with controlling power or a candidate for an executive position or that with controlling power of the Company or its subsidiaries.

2.4 The independent director shall have no business relationship with the Company, and its subsidiaries and associate companies or juristic persons that may have

conflicts possibly to hinder independent consideration.

2.5 The independent director shall not be the one appointed as a representative of the Board, a major shareholder or a shareholder related to the Company's major shareholder.

2.6 The independent director shall not have any other characteristics that hinder independent opinions involving the Company's operations.

3. Nomination Process of the Candidate for the Director

3.1 The company secretary notifies the shareholders to nominate a qualified candidate for a director through the Stock Exchange of Thailand's channel and the

Company's website

3.2 The list of the candidate is forwarded to the Nomination and Remuneration's meeting to select a qualified candidate in regard to the committee structure,

qualifications, knowledge, capabilities and experience.

3.3 The list of the candidate is forwarded to the Board of Directors' Meeting for

consideration.

3.4 The list of the candidate is presented to an annual general meeting of the

shareholders to elect the director with the majority of votes according the following principles. (1) One shareholder is eligible for one share for one vote. (2) The shareholders cast votes on an individual basis. (3) The candidates who receives the highest votes and others who receives the

votes in order are elected as the directors in the number required in the election. In the case of a tie and more than the number required in the election,

Chairman casts the final vote

As of 31 December 2016, MFEC's Board of Directors consisted of nine (9) members (Eight (8) members of which had residence in the Kingdom of Thailand. Five (5)

of total or 55.5% were independent directors. Four (4) directors had accounting and financial knowledge. They were Mr. Anant Leetrakul, Prof.Dr. Uthai Tanlamai,

Ass.Prof.Dr. Kamales Santivejkul and Dr. Charn Tharawas.)

Attachment 6

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For Agenda Item No. 6: Review and approve remuneration for the Board of Directors

and other committees for the year 2017.

Nomination and Remuneration Committee's Opinion:

Taking the 2015 survey of the Stock Exchange of Thailand and the 2016 survey of

Thai Institute of Directors on remuneration for the board of directors and committees,

comparative remuneration rates of other companies with a similar sizes and comparable

business in the same industry, their duties and responsibility and the country's economic

conditions, the Nomination and Remuneration Committee holds the following sets of

opinion.

1) Throughout three (3) years from 2014 to 2016, MFEC did not increase the

remuneration rates for the Board and committees. Comparatively, their duties

require meetings and discussion, spending time for strategies in the medium to long

terms with prudence and carefulness in light of the economic slowdowns, high

competition and technological changes, and directing the organization to have risk

management processes and social responsibility for sustainability.

2) The Board resolved to establish the Nomination and Remuneration Committee to

name qualified candidates with knowledge, capabilities and experience for the

positions of directors and high-level executives, and review fair and reasonable

remuneration. In addition, the Board resolved to fill additional roles and duties for

the Risk Management Committee which was later renamed as the Risk

Management and Corporate Governance Committee to oversee, supervise and

support the organizational risk management to be in line with the strategies,

business targets and changed situations.

3) Based on the said opinion: 1) maintain the remuneration rates for the directors

during the past three (3) years; and 2) establish a committee and fill additional roles

and duties for a committee, the remuneration rates should be maintained for the

Board and committees in 2017 at the same rates they were provided In 2016. The

remuneration will be waived for an executive director who also hold a position in a

committee. Board of Directors' Opinion: The Board agreed to propose Annual General Meeting of

the Shareholders to review and approve the following remuneration rates for the Board

members and committee directors for 2017.

Remuneration for the Board

Remuneration elements

Proposed 2017

2016 2015

1. Annual remuneration - Chairman

- Other Directors

baht/Year 264,000

192,000

baht/Year 264,000

192,000

baht/Year 264,000

192,000

2. Other benefits

-none- -none- -none-

Attachment 6

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Remuneration for committees

1. Audit Committee 2. Risk Management and Corporate Governance Committee 3. Nomination and Remuneration Committee

Remuneration elements

Proposed 2017

2016 2015

1. Annual remuneration

- Chairman - Other Directors

baht/Year

264,000 264,000

baht/Year

264,000 264,000

baht/Year

264,000 264,000

2. Other benefits (Only the Risk Management Committee and Corporate Governance Committee)

60,000 60,000 60,000

3. Any other benefits -none- -none- -none-

Remark:

1. The following annual remuneration rates for the Board members are proposed for the year 2017.

The remuneration rate for Chairman of the Board at 22,000 baht per month for a total of 264,000 baht per year.

The remuneration rate for seven (7) Board members at 16,000 baht per month per person for a total of 1,344,000 baht per year.

Total remuneration is 1,608,000 baht per year.

*The said remuneration excludes that for Mr. Kiyotaka Nakamura, the Board member who represents TIS Inc. and denies the rights for remuneration throughout his term in office, according to the good corporate governance principles

of Japan's stock exchange.

2. The following monthly remuneration rate for Audit Directors is proposed for the year 2017.

The remuneration rate for three (3) Audit Directors at 22,000 baht per month per person for a total of 264,000 baht per year per person.

Total remuneration is 792,000 baht per year.

3. The following monthly remuneration rates for Risk Management and Corporate Governance Directors are proposed for the year 2017.

The remuneration rate for two (2) Directors at 22,000 baht per month per person for a total of 528,000 baht per year.

The travel allowance for two (2) Directors at 5,000 per month per person for a total of 120,000 baht per year.


*Remuneration will be waived for Mr. Siriwat Vongjarukorn and Mr. Thanakorn Chalee who are Executive Director and also hold the position of Risk Management and Corporate Governance Director. This is in line with the

remuneration policy.

4. The following monthly remuneration rates for Nomination and Remuneration Directors are proposed for the year

2017.

The remuneration rate for Chairman at 22,000 baht per month per person for a total of 264,000 baht per year.

The remuneration rate for two (2) directors at 22,000 per month per person for a total of 528,000 baht per year.


*Remuneration will be waived for Mr. Siriwat Vongjarukorn who is Executive Director and also hold the position of

Nomination and Remuneration Director. This is in line with the remuneration policy.

Total remuneration for the Board and committees combined is 3,840,000 baht per year for the year 2017. This follows duties of the Board and each committee.

Attachment 7.

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For Agenda Item No. 7: Review and approve the auditors for the year 2017 and remuneration.

1. List of Auditors

According to Section 120 of the Public Company Limited Act, B.E. 2535 (1992)

and Article 29 of the Articles of Association, the Annual General Meeting of the Shareholders is required to appoint auditors and determine the audit fee on a yearly

basis.The previous auditors can be reappointed. In addition, according to the Securities and Exchange Commission's Announcement No. 39/2005 on principles, conditions and methods for reporting on disclosure of information involving the financial status and

performance of a company issuing securities (Volume 20), a company is required to rotate its auditors if the auditors perform the duty for five (5) consecutive years. It is not

necessary to change the auditing firm. The company is able to appoint other auditors of the similar auditing form in replacement of the previous auditors.

Criteria for Auditors: Independence, experience, standardized expertise and records of performance in the previous year.

Board of Directors and Audit Committee's Opinion: Both Board and Audit

Committee agreed to propose the appointment of three (3) auditors from Dharmniti Auditing Company Limited. The following auditors had satisfactory records of

performance, having audit expertise and experience of MFEC and its subsidiaries for nine (9) years from 2007 onward, and possessing qualifications that are not against the

Stock Exchange of Thailand's requirements. The auditors are in the following list.

Auditor CPA License No. Years of Auditing for MFEC

1. Mr. Thanawut Piboonsawat 6699 1 year

Or 2. Ms. Sulalit Ardsawang 7517 - year

Or 3. Mr. Peeradech Pongsathiensak 4752 - year

Remark

1. Relationship and stake - Dharmniti Auditing Company Limited and the nominated auditors for MFEC and its subsidiaries do not have any relationship or any stake with MFEC or its subsidiaries, their executives, major shareholders

or persons relevant to them that will affect independence of their duties and performance.

2. Auditor rotation - In 2016, Ms. Wannisa Ngambuathong, CPA license no. 6838, performed her auditing tasks for five (5) consecutive years. Therefore, Dharmniti

Auditing Company Limited nominates new auditor in rotation following the announcement.

3. Auditor for MFEC's 13 subsidiaries.

3.1 Advance Intelligence Modernity Company Limited 3.2 Modernform Integration Services Company Limited

3.3 MIS Outsourcing Company Limited 3.4 Business Application Company Limited

3.5 Motif Technology Public Company Limited

3.6 Seven (7) subsidiaries under Soft Square Group of Companies 3.6.1 Soft Square 1999 Company Limited

3.6.2 Khonkaen Softtech Company Limited 3.6.3 Soft Plus Technology Company Limited 3.6.4 Soft Professional Company Limited

3.6.5 Sammok Software Company Limited 3.6.6 K Soft Consulting Company Limited

3.6.7 Hongson Software Company Limited 3.7 Playtorium Solutions Company Limited

Attachment 7.

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2. Remuneration for the auditors

Criteria: MFEC's growth outlook, more complication of financial reporting and the business risk level, comparative audit fees of other auditing firms for the same

industry.

Board of Directors and Audit Committee's Opinion: Both Board and Audit

Committee agreed to propose the AGM to review and approve a 9 per cent rise year-on-year in the remuneration for the auditors in 2017, given the growth outlook, the business

risk level, and more complicated auditing and financial reporting. Total audit fee is 1,390,000 baht.

Comparative Audit Fee during 2015-2017

Item

Up

2017 (Proposed)

2016 2015

Amount %

• Audit fee and fee for preparation of consolidated financial statements

• Service fee for auditing BOI-based income

100,000

20,000

8

50

1,330,000

60,000

1,230,000

40,000

1,230,000

-

Total 120,000 9 1,390,000 1,270,000 1,230,000

Remark: *The audit fee includes the service fee for auditing the BOI-based income.

1. The audit fee was raised to 1,230,000 baht for the 2015-2016 period. 1.1 The audit fee was left unchanged for two (2) years.

1.2 The audit fee, in 2015, increased by 11% or 127,000 baht from 2014. In 2015, there was no service for auditing BOI-based income as the BOI investment promotional

privileges ended. The Company was then applying for the new investment promotional privileges.

2. The audit fee was raised to 1,390,000 baht for the 2017-2018 period. 2.1 The audit fee will be left unchanged for two (2) years. 2.2 The audit fee, in 2017, increased by 9% or 120,000 baht from 2016. (The auditing

company proposed to increase 100,000 baht in the fees for auditing and preparation of financial statements combined and 20,000 baht in the service fee for auditing BOI-based income.)

2.3 In 2016, the Company was granted the BOI investment promotional privileges.




MFEC/CSOT0005/2017

30 March 2017

Dear shareholder

MFEC Public Company Limited Subject: Proxy for Annual General Meeting of the Shareholders 2017

The Company would like to make clarification on proxy for the Annual General

Meeting of the Shareholders 2017 which will take place on Friday 21 April 2017, 10:30 hours at the conference room, 30th Floor, Sun Tower B, 123 Vibhavadi-Rangsit Road,

Chompol, Chatuchak, Bangkok 10900. The Company would like to invite you to attend the AGM on the date and time mentioned above. If you can not attend the AGM, you may give a proxy to another person or the Company's independent director who acts as a

proxy holder for the shareholder.

The Company prepares the Proxy Form B. specifying certain, clear and detailed

proxy items. Please fill the name of a proxy holder or make a mark in a box in front of only director you intend to have him/her act as your proxy holder to attend the AGM and

cast proxy votes. The proxy holder may cast a proxy vote in each agenda you agree or disagree or abstain from voting as designated in the proxy form as enclosed in Attachment 8. The Company disseminates the Invitation Letter for Annual General Meeting of the

Shareholders No. 1/2017 with detailed information for the AGM and proxy forms in its website www.mfec.co.th. The shareholder is able to gain access into the information and

use it as appropriate. Please deliver the proxy form to the Company before the AGM for thorough preparation.

For your acknowledgement

Yours Truly,

(Mr. Sirisak Thirawattanangkul) Chairman, Board of Directors




The Board's members who act as the proxy holders in Annual General Meeting of the Shareholders 2017

List of Director Age

Address

Stake in

Agenda

1. Mr. Anant Leetrakul Independent Director/ Chairman, Nomination & Remuneration Committee

76 26 Soi Ramkhamhaeng 21 (Nawasri 3), Plubpla, Wangthonglng, Bangkok 10310

6

2. Mr. Suchart Thammapitagkul Independent Director/ Chairman, Audit Committee

68 230/57 Soi St. Louis 3, Chan Road, Thoong Wat Don,

Sathorn, Bangkok 10120

6

3. Prof.Dr. Uthai Tanlamai

Independent Director/ Audit Director/Chairman, Risk Management & Corporate Governance

Committee

64 2/66 Royal Place 1, Soi

Mahardlekluang 1, Lumpini, Pathumwan, Bangkok 10330

6

4. Ass.Prof.Dr. Kamales Santivejkul

Independent Director/Audit Director/Risk Management &

Corporate Governance Director/ Nomination & Remuneration Director

65 12/1 Soi Saimit, Bangchak,

Phrakhanong, Bangkok 10260

6

5. Dr. Charn Tharawas Independent Director/ Nomination & Remuneration Director

65 54 Soi Rattanathibet 24, Rattanathibet Road, Bangkasor, Mueang, Nonthaburi 11000

5,6

Attachment 8

-1-

หนงสอมอบฉนทะ (แบบ ข.) Proxy Form (Form B.)

เขยนท…………………………………………..

วนท………เดอน……………………พ.ศ……..

(1) ขาพเจา…………………..………………....................……….………………..สญชาต.....…………............…………………..

อยบานเลขท………………………………..ถนน…………………………….…………….ตาบล/แขวง..……………………………

อาเภอ/เขต………………………………….จงหวด…………………………………….….รหสไปรษณย.………………….……….

(2) เปนผถอหนของ บรษท เอม เอฟ อ ซ จากด (มหาชน)

โดยถอหนจานวนท3งส3 นรวม…………………..….หน ใบหนเลขท…….….…………..………ถงเลขท………….…………….

(3) ขอมอบฉนทะให

1. นาย/นาง/นางสาว.....................................................................................อาย ...................................ป Mr./Ms./Mrs. Age อยบานเลขท .....................................ถนน....................................ตาบล/แขวง........................................... Address Road Kwang อาเภอ/เขต.........................................จงหวด................................รหสไปรษณย........................ หรอ Khet province Postal code Or 2. นายอนนต ล3 ตระกล กรรมการอสระ อาย 76 ป

อยบานเลขท 26 ซอยรามคาแหง21 (นวศร3) แขวงพลบพลา เขตวงทองหลง กรงเทพฯ 10310 หรอ 3. นายสชาต ธรรมาพทกษกล กรรมการอสระ อาย 68 ป

อยบานเลขท 230/57 ซอยเซนตหลยส3 ถนนจนทน แขวงทงวดดอน เขตสาทร กรงเทพฯ 10120 หรอ

4. ศ.ดร.อทย ตนละมย กรรมการอสระ อาย 64 ป

อยบานเลขท 2/66 รอยลเพลส1 ซอยมหาดเลกหลวง1 แขวงลมพน เขตปทมวน กรงเทพฯ 10330 หรอ

5. รศดร.กมเลศน สนตเวชชกล กรรมการอสระ อาย 65 ป

อยบานเลขท 12/1 ซอยสายมตร แขวงบางจาก เขตพระโขนง กรงเทพฯ 10260 หรอ

6. ดร.ชาญ ธาระวาส กรรมการอสระ อาย 65 ป

อยบานเลขท 54 ซอยรตนาธเบศร24 ถนนรตนาธเบศร ตาบลบางกะสอ อาเภอเมอง จ.นนทบร 11000

Residing at No. Road Sub district

District Province Postal Code

I/We Nationality

Date Month Year

Issued at

As a shareholder of MFEC Public Company Limited

holding a total number of share(s), with Share Certificate No. to Share Certificate No.

Duty Stamp

20 Baht

ปดอากรแสตมป

20 บาท

I / We hereby appoint

230/57 Soi St Louis3 Kwang Toongwatdon Khet Sathon Bangkok 10120 Or

Mr.Suchart Thammapitagkul Independent Director Age

Ass.Prof.Dr.Kamales Santivejkul Independent director Age

12/1 Soi Saimit , Kwang Bang Chak Khet Phra Khanong, Bangkok 10260 Or

Dr. Charn Tharawas Independent director Age

54 Soi Rattanathibeth24, Rattanathibeth Rd., Tambon bang kraso, mueang district, Nonthaburi 11000

Mr.Anan Leetrakul Independent Director Age

26 Soi Ramkhamhaeng21(Nawasri3), Kwang Phlapphla Khet Wangthonglang, Bangkok 10310 Or

Prof.Uthai Tanlamai,Ph.D Independent Director r Age

2/66 RoyalPlace 1 Soi Mahadleklung1, Kwang Lumpini, Khet Pathumwan, Bangkok 10330 Or

Attachment 8

-2-

คนหนงคนใดเพยงคนเดยวเปนผแทนของขาพเจาเพอเขาประชมและออกเสยงลงคะแนนแทนขาพเจาในการประชมใหญสามญผถอหน Any one person as my/our proxy to attend and vote at Annual Ordinary General Shareholders Meeting No 1/2017 to be

คร3งท 1/2560 ในวนท 21 เมษายน 2560 เวลา 10.30 น. ณ.หองประชม ช3น 39 อาคารซนทาวเวอร B เลขท 123 ถนนวภาวดรงสต held on Friday April,21 2017 at 10.30 hours at the Conference Room on the 39th floor, Sun Tower B, 123 Vibhavadi Rangsit Rd.,

แขวงจอมพล เขตจตจกร กรงเทพมหานคร 10900 หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย Kwang Chompol ,Khet ChatuChak, Bangkok 10900 or at any adjournment thereof to any other date time and venue.

(4) ขาพเจาขอมอบฉนทะใหผรบมอบฉนทะออกเสยงลงคะแนนแทนขาพเจาในการประชมคร3งน3 ดงน3 I / We authorise my / our proxy to cast the votes on my / our behalf a the above meeting in the following วาระท� 1 เร�อง พจารณารบรองรายงานการประชมสามญผถอหน คร)งท� 1/2559 Agenda 1 : To consider and adopt the Minutes of the ordinary General Meeting of the Shareholders No. 1/2016 ( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย ......................เสยง ไมเหนดวย....................เสยง งดออกเสยง....................เสยง Approve votes Disapprove votes Abstain votes

วาระท� 2 เร�อง รบทราบรายงานผลการดาเนนงานของบรษทฯ ในรอบป 2559 Agenda 2 : To consider and acknowledge the report of the Board of Directors of the work done for the year 2016. ( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย ....................เสยง ไมเหนดวย....................เสยง งดออกเสยง…………….เสยง Approve votes Disapprove votes Abstain votes วาระท� 3 เร�อง พจารณาอนมตงบแสดงฐานะการเงน บญชกาไรขาดทนส) นสดวนท� 31 ธนวาคม 2559 Agenda 3 : To consider and approve the statement of financial for the fiscal year ended December 31, 2016. ( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. . ( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย ....................เสยง ไมเหนดวย....................เสยง งดออกเสยง…………….เสยง Approve votes Disapprove votes Abstain votes

วาระท� 4 เร�อง พจารณาและอนมตการจดสรรกาไรเพ�อการจายเงนปนผลแกผถอหน Agenda 4: To consider and approve the allocation of profit as dividend to be paid to the shareholders

( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all.

( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย.....................เสยง ไมเหนดวย...................เสยง งดออกเสยง………….….เสยง Approve votes Disapprove votes Abstain votes

-3-

Attachment 8

-3-

วาระท� 5 เร�อง พจารณาและอนมตเลอกต)งกรรมการใหมแทนกรรมการท�ครบกาหนดออกตามวาระ Agenda 5 : To consider and approve the appointment of new director to replace the director who must retire by rotation. ( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวยกบการแตงต3งกรรมการท3งชด.................................เสยง Approve for the election and appointment of the whole set of Directors…………..votes

เหนดวยกบการแตงต3งกรรมการบางราย Approve for the election and appointment of certain Directors as follows: 1. ชอกรรมการ นายศรวฒน วงศจารกร Name of the Director Mr. Siriwat Vongjarukorn เหนดวย..............เสยง ไมเหนดวย............ ..เสยง งดออกเสยง...............เสยง Approve votes Disapprove votes Abstain votes

2. ชอกรรมการ นายธนกร ชาล Name of the Director Mr.Thanakorn Charlee เหนดวย..............เสยง ไมเหนดวย............ ..เสยง งดออกเสยง...............เสยง

Approve votes Disapprove votes Abstain votes 3. ชอกรรมการ ดร.ชาญ ธาระวาส Name of the Director Dr. Charn Tharawas เหนดวย..............เสยง ไมเหนดวย............ ..เสยง งดออกเสยง...............เสยง

Approve votes Disapprove votes Abstain votes วาระท� 6 เร�อง พจารณาและอนมตกาหนดคาตอบแทนกรรมการประจาป 2560 Agenda 6 : To consider and approve determination of compensation to the Board of Directors in 2017.

( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร

( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all.

( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย.....................เสยง ไมเหนดวย...................เสยง งดออกเสยง………….….เสยง Approve votes Disapprove votes Abstain votes วาระท� 7 เร�อง พจารณแตงต)งผสอบบญชของบรษทฯ ประจาป 2560 และกาหนดคาตอบแทน Agenda 7 : To consider and approve the appointment of the auditor and fix the remuneration for the year 2017. ( ก ) ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผรบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน3 ( B ) The Proxy may consider the matters and votes in accordance with the following:

เหนดวย.....................เสยง ไมเหนดวย...................เสยง งดออกเสยง………….….เสยง Approve votes Disapprove votes Abstain votes

Attachment 8

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วาระท+ 8 : เร+องอ+น ๆ (ถาม) Agenda 8 : To consider other matters ( if any ) ( ก ) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทeเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน h ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย.....................เสยง ไมเหนดวย.................เสยง งดออกเสยง………….….เสยง Approve votes Disapprove votes Abstain votes (5) การลงคะแนนเสยงของผ รบมอบฉนทะในวาระใดทeไมเปนไปตามทeระบไวในหนงสอมอบฉนทะน h ใหถอวาการลงคะแนนเสยงน hนไม The voting by the proxy in any agenda inconsistent to the instructions stipulated herein is deemed improper and ถกตองและไมใชเปนการลงคะแนนเสยงของขาพเจาในฐานะผถอหน does not represent my voting as a shareholder (6) ในกรณทขาพเจาไมไดระบความประสงคในการออกเสยงลงคะแนนในวาระใดไว หรอระบไวไมชดเจน หรอในกรณท ทประชมมการ In case I / We have not specified my / our voting intention in any agenda or not clearly specified or in case the meeting พจารณาหรอลงมตในเรองใดนอกเหนอจากเรองทระบไวขางตน รวมถงกรณทมการแกไขเปลยนแปลงหรอเพมเตมขอเทจจรง considers or passes resolutions in any matters other than those specified above, including in case there is any ประการใด ใหผรบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทเหนสมควร amendment of any fact, the proxy shall have the right to consider and vote on my/our behalf as he / she may deem appropriate in all respects. กจการใดทผรบมอบฉนทะไดกระทาไปในการประชมน3น ใหถอเสมอนวาขาพเจาไดกระทาเองทกประการ Any business carried out by the the proxy in the said meeting shall be deemed as having been carried out by myself / ourselves.

ลงชอ..................................................ผมอบฉนทะ ลงชอ..................................................ผรบมอบฉนทะ Signature Grantor Signature Grantee (….................................................) (.....................................................)

หมายเหต 1. ผถอหนทมอบฉนทะจะตองมอบฉนทะใหผรบมอบฉนทะเพยงรายเดยวเปนผเขาประชมและออกเสยง ลงคะแนนไมสามารถแบงแยกจานวนหนใหผรบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได 2. วาระเลอกต3งกรรมการสามารถเลอกต3งกรรมการท3งชดหรอเลอกต3งกรรมการเปนรายบคคล 3. ในกรณทมวาระทจะพจารณาในการประชมมากกวาวาระทระบไวขางตน ผมอบฉนทะสามารถระบเพมเตมได ในใบประจาตอแบบหนงสอมอบฉนทะตามแบบ Notes 1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to several proxies for splitting votes. 2. For Agenda appointing directors, the whole Board of Directors or certain directors can be appointed. 3. In this regard, if the content is too long, it can be specified in the attached allonge of the proxy form.

Attachment 8

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ใบประจาตอแบบหนงสอมอบฉนทะ (แบบ ข.) Allonge of Proxy (Form B.)

การมอบฉนทะในฐานะเปนผถอหนของ บรษท เอม เอฟ อ ซ จากด (มหาชน) Grant of proxy as a shareholders of MFEC Public Company Limited. ในการประชมใหญสามญผถอหน คร3งท 1/2560 ในวนศกร ท 21 เมษายน 2560 เวลา 10.30 น. At the Ordinary Meeting of Shareholders No. 1/2017 to be held on Friday April 21, 2017 at 10.30 hours ณ หองประชม ช3น 39 อาคารซนทาวเวอร B เลขท 123 ถนนวภาวดรงสต แขวงจอมพล เขตจตจกร กรงเทพมหานคร 10900 at the Conference Room on the 39th floor, 123 SunTower B located at Vibhavadi Rangsit Rd.,Chompol, Chatuchak 10900 หรอทจะพงเลอนไปใน วน เวลา และสถานทอนดวย Khet Suanluang, Bangkok or at any adjournment thereof to any other date time and venue วาระทe..........................เรeอง......................................................................................................................... Agenda Subject ( ก ) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทeเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน h ( B ) The Proxy may consider the matters and votes in accordance with the following: เหนดวย ......................เสยง ไมเหนดวย....................เสยง งดออกเสยง....................เสยง Approve votes Disapprove votes Abstain votes วาระทe..........................เรeอง........................................................................................................................ Agenda Subject ( ก ) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทeเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน h ( B ) The Proxy may consider the matters and votes in accordance with the following:

เหนดวย ......................เสยง ไมเหนดวย....................เสยง งดออกเสยง....................เสยง

Approve votes Disapprove votes Abstain votes วาระทe..........................เรeอง........................................................................................................................ Agenda Subject ( ก ) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทeเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน h ( B ) The Proxy may consider the matters and votes in accordance with the following:


Approve votes Disapprove votes Abstain votes

Attachment 8

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วาระทe..........................เรeอง........................................................................................................................ Agenda Subject ( ก ) ใหผ รบมอบฉนทะมสทธพจารณาและลงมตแทนขาพเจาไดทกประการตามทeเหนสมควร ( A ) The Proxy may consider the matters and vote on my / our behalf as the Proxy deems appropriate in all. ( ข ) ใหผ รบมอบฉนทะออกเสยงลงคะแนนตามความประสงคของขาพเจา ดงน h ( B ) The Proxy may consider the matters and votes in accordance with the following:


Approve votes Disapprove votes Abstain votes ขาพเจาขอรบรองวา รายการในใบประจาตอแบบหนงสอมอบฉนทะ ถกตองบรบรณและเปนความจรงทกประการ I / We hereby certify that the content contained in the along of proxy form is completely correct and true in all respects. ลงชeอ..................................................ผมอบฉนทะ Signature Grantor (…..........................................) วนทe............/.............../............. Date ลงชeอ.....................................................ผ รบมอบฉนทะ Signature Grantee (..............................................) วนทe............/.............../............. Date

Attachment 9.

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Guidelines for a shareholder meeting

Required document to be present before the shareholder meeting.

1. Self-Attendance

1.1 Individual shareholder shall submit the registration form at the registration desk. 1.2 Individual shareholder shall present the identification card or government officer identification card or passport (in case of foreign nationality).

*In case of change of first name or last name, evidence verifying such change shall be

presented with a certified true copy.

2. Proxy

2.1 The proxy shall submit the registration form at the registration desk.

2.2 The proxy shall submit the completed Proxy Form (Attachment 8.)

In case of individual shareholder

(1) Individual shareholder - Please submit a certified true copy of the identification card or passport (in case of foreign nationality).

(2) Proxy - Please submit a certified true copy of the identification card or passport (in case of foreign nationality).

In case of juristic person or Custodian

(1) The authorized signatory of such juristic person shall affix the signature with

the juristic person’s seal affixed on the Proxy Form with the proxy's signature.

(2) In case of juristic person registered in Thailand

� A copy of the certificate of registration not exceeding 90 days, certified true and correct by the authorized signatory of such juristic person with its

seal (if any).

� Juristic person - Please submit a certified true copy of the identification card or passport (in case of foreign nationality) of the authorized signatory.

� Proxy - Please submit a certified true copy of the identification card or passport (in case of foreign nationality).

(3) In case of juristic person registered outside Thailand

� A copy of the certificate of registration not exceeding 90 days, issued by

the authorized state agency of the country the juristic person is located in the presence of notary public or official with similar authority, and

certified true and correct by the authorized signatory of such juristic person with its seal.

� Juristic person - Please submit a certified true copy of the identification card or passport (in case of foreign nationality) of the authorized signatory.

� Proxy - Please submit a certified true copy of the identification card or passport (in case of foreign nationality).

Attachment 9.

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Remark: 1. In case of foreign juristic person's document in other languages aside from English language, an English version of such document shall be enclosed herewith, certified true and correct translation by the authorized

signatory.

2. In case of Custodian, please submit the power of attorney for the

Custodian with evidence stating authorization from the shareholder to the Custodian to sign the Proxy Form on behalf of him/her as stated in 1.1 or 1.2 as the case may be, and evidence confirming the Custodian or a copy

of Custodian license.

*In case of change of first name or last name, evidence verifying such change

shall be presented with a certified true copy.

Proxy Appointment

The Company delivers the Proxy From B which specifies certain details of the

proxy according to the requirements of Ministry of Commerce's Department of Business Development. The shareholder who cannot attend the meeting in person may appoint a

person as his/her proxy in the following manner.

o Authorize a person to attend and vote at the meeting on the shareholder's behalf or authorize the Independent Director of the Company that only one

of them shall attend the Meeting.

o Affix crossed out 20 baht revenue stamp on the Proxy Form for accurateness

and legal commitment. (For your convenience, the Company will facilitate in affixing the stamp duty during the registration to attend the meeting.)

o Return the completed Proxy Form with the required document to: The Office of Company Secretary, MFEC Public Company Limited 333 Lao Peng Nguan Tower, 21st Floor, Soi Choeypuang, Vibhavadi-Rangsit Road,

Chompol, Chatuchak, Bangkok 10900.

Registration Procedures

The meeting attendant brings document for examination. Registration for voting cards Coffee Break

and The Registration starts from 8:30 hours.

Remark: The shareholder who desires to leave before the meeting is adjourned, please fill the evaluation form and deliver the completed form to the official present.

o The Company reserves the right to allow only the attendant with complete and accurate document to participate in the meeting.

o In case of the shareholder's delay in the meeting, his/her vote will be counted from the agenda he/she attends the meeting.

Voting Procedures

With respect to the voting in each agenda, Chairman of the meeting makes

clarification in details the voting procedures to the meeting in the following manner.

1. In regard to voting in each agenda, one vote is for one share. The shareholder or the proxy shall vote either approve or disapprove or abstain. Split of the number of shares for splitting votes is not allowed (except for Custodian).

Attachment 9.

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2. The Chairman shall propose the meeting to vote in each agenda by asking time by time whether there is any shareholder disapprove or abstain. In case of

shareholder’s disapproval or abstention, the shareholder or the proxy shall mark in a box of disapproval or abstention in a voting card and show himself/herself so that the official can receive the card and count the vote through the QR Code.

3. The shareholders who approve or do not mark in the voting cards would be counted as the approve votes in an agenda proposed by Chairman, and shall not

deliver the voting cards to the official. All voting cards would be collected when the meeting is adjourned.

Counting and Announcement of the Vote

1. One (1) share shall be counted as one (1) vote. A resolution requires a majority of vote, except that the law designates as others.

2. The Company employs the QR Code System for the count of votes.

3. In the counting of votes in each agenda, the Company would count only the disapprove and abstain votes. These votes would be deducted from all the qualified votes of the shareholders in person and the proxies as the Independent

Directors for voting in advance.

4. The voting results would be announced as approve, disapprove and abstain votes with the latest number of the shares in the meeting in each agenda.

Attachment 10

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The Company’s Articles of Association

Regarding Meeting of Shareholders

Section 3: The Board of Directors

Article 11: The Board of Directors shall comprise at least five (5) directors. Of total, no less than half shall domicile in the Kingdom of Thailand. All shall possess

the qualifications required by laws.

The directors are prohibited to take part in any businesses as shareholders or

as directors of other juristic persons with similar character and businesses that compete with the company’s. An exception is made for the case that a director informs a meeting of shareholders prior to an appointment.

To the company’s business operations, the directors shall perform their duties with integrity and carefulness for its benefit, in accordance with laws,

the company’s objectives and Articles of Association, and resolutions of shareholders’ meetings.

The directors shall notify the company, without any delay, if they have direct or indirect stakes in any contracts the company makes during a fiscal year, or hold shares or debentures of the company or its subsidiaries. An

increase or decrease of such stake shall be specified during the fiscal year.

Article 12: The meeting of shareholders appoints the directors with majority of votes according the following principles and procedures.

(1) One (1) share is eligible for one (1) vote.

(2) Each shareholder shall cast all votes to elect a nominee as a director.

(3) The persons receiving the highest votes in their respective order of the

votes shall be elected as directors in the number equal to the number of the directors. In the case that the persons in the following order receive

tied votes, Chairman shall cast the final vote. Article 13: In every Annual General Meeting of Shareholders, one-third of the Board of

Directors shall be retired from the office. If the number of directors cannot

be divided by three, the number close to one-third shall be retired.

The directors, who will retire in the first and second years after the

company’s registration, shall draw slots for retirement. For the later years, the directors, who hold the longest terms, shall retire. Those who retire by rotation can be reappointed for another term.

Article 14: The directors are eligible to receive returns from the company in forms of

financial awards, meeting allowance, one-time remuneration, bonuses or any other types of benefits, according to the Articles of Association or

resolution of a shareholders’ meeting. Such return could be specified in a certain amount or in principle. It will be determined in one time or on a permanent term until a change is made. The directors shall receive

allowance and welfare as determined by the company’s regulations.

Attachment 10

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The statement in Paragraph 1 will not provide any impact to rights of the

company’s employees or workers, who are appointed as directors, that they shall receive the employees or workers’ benefits.

Article 15: Apart from retirement by rotation, the directorship will cease when he or she:

(1) dies;

(2) resigns:

(3) lacks qualifications or possesses character prohibited by laws;

(4) is resolved by a shareholders’ meeting for termination of directorship;

(5) is ordered by a court for termination of directorship.

Article 16: A director, who wishes to resign, shall tender a resignation letter to the

company. The resignation will take effect from the date the company receives the resignation letter.

The director, who resigns according to Paragraph 1, may inform his or her resignation to the registrar.

Article 17: In the case that a director position is in vacancy due to any other reasons aside from retirement by rotation, the Board of Directors shall appoint a

person, with qualifications and no character prohibited by laws, as the director in place of the retired one in the next meeting of the Board. An

exception is made for the remaining term of less than two (2) months, the new director shall hold the position for the remaining term only.

The Board’s resolution in Paragraph 1 shall consist of no less than three-

fourths of the remaining directors.

Article 18: A meeting of shareholders may resolve to terminate directorship of a director prior to his or her retirement schedule. Those shares shall be

combined at least half of total shares of the shareholders who attend the meeting. At least three-fourths of the shareholders, who attend the meeting

and have voting rights, holding no less than half of total shares may request for such termination.

Article 19: The Board of Directors shall appoint one among them as Chairman.

The Board deems appropriate to appoint a director or directors as Vice Chairman. It may assign a director or directors to perform tasks on behalf of

the Board of Directors.

Article 20: In the Board of Directors’ Meeting, at least half of them shall constitute a meeting quorum. If Chairman is absent or is unable to perform

his or her duty, Vice Chairman shall take the chair. If Vice Chairman is absent or if there is one but he is unable to perform his or her duty, the

shareholders shall elect one among themselves as Chairman of the meeting. Final decision in the meeting shall be based on majority of votes.

Attachment 10

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A director is eligible for one vote. A director, who has a stake in an agenda,

shall have no voting right in that agenda. If the votes are tied, Chairman shall cast the final vote.

Article 21: The Board of Directors shall convene at least every three months.

Chairman or an assigned person shall call for the Board of Directors’ meeting by delivering an invitation letter to the directors no less than seven (7) days prior to the date of the meeting. In case of urgency, any other means

of notice shall be made to keep the company’s rights or benefit and the meeting schedule can be set to be faster.

The Board of Directors can hold a meeting at the locale of the company’s head office or any other places in the Kingdom of Thailand.

At least two (2) directors can request Chairman to call for a Board meeting. In the case that at least two (2) directors make such request, Chairman or an assigned director shall schedule a meeting date within 14 days from the date

of request.

Article 22: Two directors shall be authorized for co-signing with the corporate seal. A meeting of shareholders or the Board of Directors may specify names of

authorized directors for co-signing with the corporate seal. Article 23: The Board of Directors may appoint any other person to operate the

company’s businesses under the Board supervision, or may empower the person the authority as the Board deems appropriate in a determined period.

The Board may abolish, change or amend such empowerment.

Section 4: Meeting of Shareholders Article 24: The Board of Directors shall hold the Annual General Meeting of

Shareholders within four (4) months after the company’s end of the fiscal year.

Any other meetings of shareholders are called “Extraordinary Meeting.” The

Board of Directors may call for an Extraordinary Meeting at any time as deemed appropriate. In other cases, the shareholders holding no less than one-fifth of the total number of shares distributed or at least 25 shareholders

holding no less than one-tenth of the total number of shares distributed, may request the Board of Directors in a written statement to call for an

Extraordinary Meeting of Shareholders at any time, provided the written request shall specify clearly the reasons for the request. In this case, the Board

of Directors shall organize such meeting within one (1) month upon receipt of the written request.

Article 25: The Board of Directors shall call for a meeting of shareholders by delivering a

notice to the shareholders no less than seven (7) days prior to the date of the meeting. The notice shall specify the place, date, time and agenda of the meeting and the issues to be submitted to the meeting together with

appropriate details. Such notice shall be published in a newspaper no less than three (3) consecutive days prior to the date of the meeting.

Attachment 10

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The place of the meeting may be at the locale of the company’s head office or any other provinces in the Kingdom of Thailand.

Article 26: A shareholder can grant a proxy to attend the meeting of shareholders and

vote on his or her behalf. The applicable Proxy Form shall contain the date and handwritten name of the grantor and conform to the registrar’s

requirements.

The grantee shall provide the completed Proxy Form the Chairman of the Meeting or authorized official prior to attending the Meeting.

Article 27: The quorum of a meeting of shareholders shall be either no less than 25

shareholders present and proxies (if any) who hold no less than one-third of the total number of shares distributed, or no less than half of the total number

of the shareholders, who hold no less than one-third of the total number of shares distributed.

In the case that after one (1) hour from the time fixed for any meetings of

shareholders the number of the shareholders present does not constitute a quorum as specified, such meeting shall be abolished if it is requested by the

shareholders. However, if such meeting of shareholders is not requested by the shareholders, the meeting shall be called again and notice for the new meeting shall be sent to the shareholders no less than seven (7) days prior to

the meeting. In the next meeting, no quorum shall be required.

Chairman of the Board of Directors shall, by office, be Chairman of the meeting. If Chairman is absent or is unable to perform his or her duty, Vice-

Chairman shall take the chair. If Vice-Chairman is absent or if there is one but he is unable to perform his or her duty, the shareholders shall elect one among

themselves as Chairman of the meeting.

Article 28: In casting votes, one share is entitled to one vote. The resolutions of the meeting of shareholders shall comprise the following votes.

(1) All ordinary resolutions shall require a simple majority of the total of votes

cast by the shareholders present and vote at the meeting. In case the votes are tied, chairman of the meeting shall have a casting vote.

(2) Decisions on the following matters shall require the passing of a resolution

with the votes of no less than three-fourths of the total number of votes cast by the shareholders present and entitled to vote:

(a) Liquidation or transfer of entire or essential parts of business of the

company to other persons;

(b) Acquisition or acceptance of transfer of businesses of other public

limited companies or private companies to the company;

(c) Amendment or termination of contracts relevant to the leasing of

the company’s all or partial businesses, the assignment to any other persons to manage the businesses of the company or the amalgamation of the businesses with other persons with an

objectives towards profit/loss-sharing;

Attachment 10

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(d) Amendment of the Memorandum or Articles of Association;

(e) Increase or decrease of the registered capital or issuance of debentures;

(f) Merger or dissolution of the company;

(g) Debt restructuring through an issuance of new shares for creditors

in accordance with debt-to-equity conversion scheme.

The voting right of one share per one vote pursuant to Paragraph 1 shall not apply to the case where the company has issued preferred shares with less

voting right than that of the common shares. Article 29: The business to be conducted at the Annual General Meeting of Shareholders

includes:

(1) Acknowledgement of the Board of Directors’ report which is submitted to

the meeting showing the business operation of the company during the past year;

(2) Review and approval of the balance sheet and profit/loss statement;

(3) Review of the allocation of profits;

(4) Election of the directors to replace those who retire by the expiration of

their terms and to determine their remuneration;

(5) Election of the external auditors and determine their remuneration;

(6) Other businesses.

Article 30: In the case the company or its subsidiaries agree to enter into inter-related

transaction or acquisition or liquidation of the company and its subsidiaries’ assets. This is to be in line with the meaning and principles announced by the Stock Exchange of Thailand on listed companies’ inter-related transactions or

acquisition or liquidation of assets, as a case may be. The company shall abide by the principles and procedures announced in such issues.

Section 5: Accounting, Finance and Auditing

Article 31: The company’s fiscal year starts from 1 January to 31 December of every year.

Article 32: The company shall prepare and maintain accounting records with auditing

according to relevant laws. It shall prepare the balance sheet and income

statement at least once for every 12 months of its fiscal year.

All books and accounting records shall be made in Thai language with

English-language translation. They shall be accorded to the international accounting standard accepted in Thailand and relevant laws.

Article 33: The Board of Directors shall have the company to prepare the balance sheet and income statement at the end of each fiscal year, which will be proposed to an Annual General Meeting of Shareholders for approval. The Board

shall have the auditors to audit the financial statements before proposing them to the shareholders’ meeting.

Attachment 10

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Article 34: The Board of Directors shall make delivery of the following documents

together with an invitation letter for an Annual General Meeting of Shareholders to the shareholders.

(1) A copy of the audited balance sheet and income statement with the

auditors’ note

(2) The Board of Directors’ annual report

Article 35: The auditors shall attend every meeting of shareholders that consider the

balance sheet, income statement and accounting problems, and make clarification of auditing details to the shareholders. The company also

delivers the auditors its reports and documents to the shareholders. The auditors shall not be the company’s directors, employees and workers, or hold any position in the company.

The auditor shall be authorized to inspect the company’s books, accounting records, any other evidence on income and expenses, assets and liabilities during the business hours. They are also authorized to call in directors,

employees or workers to provide statements and clarification as deemed necessary for the auditing. The auditors shall make reports on the balance

sheet and accounting for an Annual General Meeting of Shareholders with declaration on whether the balance sheet is prepared correctly and indicates

the company’s actual businesses.

Article 36: Prohibition for dividend payment from other sources of fund aside from profit. In the case the company records accumulative loss, dividend payment

shall be omitted.

An exception is made for preferred shares with other requirements.

Dividend will be divided into an equal amount, depending on the number of the preferred shares.

Dividend payment shall be approved by a meeting of shareholders.

The Board of Directors may make interim dividend payment for the shareholders intermittently if the company registers sufficient profit for

doing so. In such case, the Board shall report the interim dividend payment to the next meeting of the shareholders.

The dividend payment shall be made within one (1) month from the date of a shareholders’ meeting or the Board’s resolution, as a case may be. A

written notification shall be delivered to the shareholders. An advertisement for the dividend payment shall be published in newspaper. Interest rate shall not be levied on the company if the dividend payment is made within the

period required by laws.

Article 37: The company shall set aside at least 5 per cent of its annualized net profit less accumulative loss (if any) as the legal reserve until the legal reserve

amounts to no less than 10 per cent of the company’s registered capital.

Attachment 10

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Aside from the reserve, the Board of Directors shall propose a shareholders’

meeting to resolve to allocate fund as other reserves including for business operations. When the company gains approval from the shareholders’

meeting, it may transfer other reserves or the reserve in Paragraph 2 or capital gain reserve to lower accumulative loss.

Lowering the accumulative loss in Paragraph 2 shall be made by deducting other reserve first, then the reserve in Paragraph 1 and the capital gain reserve, respectively.

Attachment 11

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แบบฟอรมของรบรายงานประจาป 2559

Requisition Form for Annual Report of year 2016

เรยน เลขานการบรษท เอม เอฟ อ ซ จากด (มหาชน) Dear MFEC Corporate Secretary,

ขาพเจา I, (Name) …………………………………………………………………………………………………….

ท!อย Address ……………………………………………………………………………………………………..

………………………………………………………………………………………………………………...

ประเทศ รหสไปรษณย Country……………………………………………….. Postcode …………………………………...

มความประสงคขอรบรายงานประจาป 2559 ในรปแบบหนงสอ Wish to receive a printed copy of Annual Report year 2016

*สาหรบรายงานความย !งยนประจาป 2559 สามารถดาวนโหลดไดท!เวบไซตของบรษท www.mfec.co.th

The Corporate Sustainability Report 2016 can be downloaded from the Company's website. www.mfec.co.th

invitation to 2017 ordinary shareholders’ meeting · invitation to 2017 ordinary shareholders’...

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