Tipco Asphalt Public : Proposal of Director Nomination, Agenda, and Questions for the Annual General Shareholders Meeting No.1/2016

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•T I PCO

•ISO 9001 ISO 1'1001 TIS 18001 TIPCO ASPHALT PUBLIC COMPANY LIMITED

QMS0301511519 EMS03006t109 OHS0701312t1

Bor Hor 055/2015 6111 November 2015

Attention: President

The Stock Exchange of Thailand

Re : Proposal of Director Nomination, Agenda, and Questions for the Annual General Shareholders' Meeting No .1/2016

Tipco Asphalt Public Company Limited ('the Company') is pleased to announce that the Company's shareholders are invited to propose person(s) to be nominated as the Company's Director(s), as well as agenda and questions for the Annual General Shareholders' Meeting No.1/2016. The proposal can be submitted now until 29th January 2016. The detail of which is posted on the Company's website at http://www.tipcoasphalt.com under Investor Relations Section.

Sincerely yours,

Mr. Chaiwat Srivalwat Managing Director

Office : Tipco Tower,118/1 Rama 6 Rd., Samsen Nai, Phayathai,Bangkok 10400,Thailand. Tel: [phone] Fax: [phone] www.tipcoasphalt.com

Factory : 259 Moo 8 Soi Ard.12032, Mittrapap Rd., Naklang. Soongnern District,Nakhon Ratchasima 30380 Tel: [phone] Fax: [phone]

: 271 Moo 15 Phitsanulok-Bangragum Rd., Bangragum, Phitsanulok 65140 Tel:[phone] Fax: [phone] Ext. 360

: 61 Moo 5 SoiThaisilo,Suksawad Rd., Bangchak, Phrapradaeng, Samutprakarn 10130 Tel:[phone] Fax: [phone]

: 90 Moo 5 North Nongchoompol,Khaoyoy, Phetchaburi 76140 Tel: [phone] Ext. 5502-4 Fax: [phone] Ext. 5501

The Criteria for Minority Shareholders to propose person(s) to be nominated as director(s) of the Company and the agenda for the AGM, and submit questions in advance

Tipco Asphalt Public Company Limited ('the Company') has operated its business under Good Corporate Governance Policy. The Company strongly believes that Good Corporate Governance is very essential to the success of its operations and creation of values to all shareholders and other stakeholders. It will ensure that its business will be carried out on a transparent and accountable manner in accordance with the laws and ethical standard.

In the Annual General Shareholders' Meeting ('the AGM'), the Company has set up the standard practice to allow the minority shareholders to propose agenda for the AGM and person( s) to serve as the Company's Director( s), and submit questions in advance. The details of which shall be as follows:

I. The shareholders who wish to propose agenda for the AGM and person(s) to serve as the Company's Director( s), and submit questions in advance must possess the following qualifications:

1. Being a shareholder of the Company which can be either one shareholder or combined shareholders;

2. Holding not less than I 00,000 shares;

3. Continuously holding those shares in Clause 1.2 for at least one (1) year until the date that the shareholders propose the agenda for the AGM or person( s) to serve as the Company's Director( s) or submit questions in advance.

1. Proposal of the agenda:

2. The following proposals will not be placed on the agendas:

3. Proposals concerning day-to-day operations of the Company;

4. Proposals concerning issues that are beyond the control of the Company;

5. Proposals that the shareholders already proposed in the Shareholders' Meeting during the past 1 year and were supported by less than 10% of total voting shares, and the fact of the matter has not yet changed significantly;

6. Proposals concerning issues that violate the law, rules, and regulations of government agencies or other governing agencies or is not complied with the objectives, the articles of association, the shareholders' resolutions and the Good Corporate Governance of the Company;

7. Proposals concerning issues that are not beneficial or potentially causing significant damage to the shareholders in overall;

   
   

8. Proposals that have already been proceeded by the Company;

9. Proposals that are beneficial for a specific person or group, or may cause a conflict of interest to related persons involved in the Company.

   
   

10. The consideration procedures:

11. The shareholders who possess qualification in accordance with Clause 1 may submit the 'Shareholders' Meeting Agenda Proposal Form' together with completed and accurate supporting documents The shareholders shall clarify objectives of the proposal, whether for acknowledgment, consideration or approval;

12. The Company Secretary shall review the documents prior to proposing to the Board of Directors. The proposal must not be prohibited in accordance with Clause 2.1. Ifthe shareholder is unable to deliver the complete and accurate documents within the date specified, it shall be deemed that the right to propose agenda to the Shareholders' Meeting is waived by the shareholders;

13. The Board of Directors shall consider the necessity and suitability of the proposal whether it should be included in the agenda of the Shareholders' Meeting. The resolution of the Board of Directors shall be deemed as the final decision;

14. The proposals approved by the Board of Directors shall be included in the agenda of Notice of the Shareholders Meeting together with the Board of Directors' Reco1mnendation. The shareholders will be infonned of the disapproved proposals by the Board of Directors in the AGM and the Company's website.

    
    

15. The nomination of the directors:

16. The Board of Directors shall comprise as many as the number specified by the Shareholders' Meeting, and shall not be fewer than ten directors or more than fifteen directors. More than half of the number of all directors shall have residence in the Kingdom of Thailand and possess the following qualifications:

17. The person must be a natural person;

18. The person needs not to be a shareholder of the company;

19. The person must become sui juris (20 years old or above);

20. The person must neither be bankrupt nor insolvent;

21. The person must not have been sentenced a penalty of imprisomnent by any final judgment as to criminal offences against property;

    
    

22. The person must not be removed from an office service, a state organization or a state agency on the ground of misconduct, dishonest performance of duty including breach of fiduciary duty.

    
    

23. The consideration procedures:

24. The shareholders who possess the qualification in accordance with Clause 1 may submit the 'Director Nomination Form' together with complete and accurate supporting documents;

25. The Company Secretary shall review the documents initially prior to proposing to the Nomination and Remuneration Committee. If the shareholder is unable to deliver the complete and accurate documents within the date specified, it shall be deemed that the right to nominate the Company's director is waived by the shareholders;

26. The Nomination and Remuneration Co1mnittee shall consider the qualification of such nominated person and express their opinions to the Board of Directors of the Company in order to determine whether the nominated person should be a candidate in the election in the AGM. The resolution of the Board of Directors of the Company shall be deemed as the final decision;

27. The name of the nominated person approved by the Board of Directors of the Company shall be included in the agenda regarding the election of the Company's Directors, accompanied with the opinion of the Board of Directors. The shareholders will be informed of the nominated persons who did not receive approval from the Nomination and Remuneration Committee or the Board of Directors of the Company in the AGM and the Company's website.

    
    

28. For Submission of questions regarding an agenda in AGM in advance:




Shareholder(s) who wishes to submit questions regarding the agenda in the AGM in advance, prior to the date of AGM. Shareholder(s) shall provide the following information:

4.1 Name, contact address, telephone number, facsimile number and email address (if any);

1. Numbers of shares held;

2. Question(s) to be asked; and relevant infonnation or matter of fact

3. Other relevant necessary information




However, the Company reserves the right to consider the questions and/or infonnation which have been submitted by shareholders as the Company deems appropriate.