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Sep 23, 2022 •325 likes •879 views

Annual General Meeting of Shareholders No. 1/2015 28 January 2015 At 1.30 P.M. at Athenee Crystal Hall, 3rd Floor, Plaza Athenee Bangkok R E B I R T H R E B I R T H 1 Meeting Agenda Meeting Agenda Agenda 1 To certify

  1. Annual General Meeting of Shareholders No. 1/2015 28 January 2015 At 1.30 P.M. at Athenee Crystal Hall, 3rd Floor, Plaza Athenee Bangkok R E B I R T H R E B I R T H 1

  2. Meeting Agenda Meeting Agenda Agenda 1 To certify minutes of the Annual General Meeting of Shareholders 1/2014 held on 30 January 2014 1/2014 held on 30 January 2014. Agenda 2 To acknowledge results of operations of the Company for the 2014 financial year, ended on 30 September 2014. Agenda 3 To consider and approve financial statements for the financial year ended 30 September 2014, including auditor's report. Agenda 4 g To consider and approve the payment of cash dividends for the financial year ended on 30 September 2014 and the appropriation of a legal reserve. Agenda 5 g To consider and approve the reduction in the registered capital of pp g p the Company and the amendment to Clause 4 of the Memorandum of Association of the Company. - 2 - R E B I R T H

  3. Meeting Agenda Meeting Agenda Agenda 6 To consider and approve the increase in the registered capital of the Company, the amendment to Clause 4 of the Memorandum of Association of the Company, the issuance of securities and allocation of newly issued ordinary shares. Agenda 7 g To consider and approve the appointment of auditors for 3-month pp pp period ended on 31 December 2014 (1 October – 31 December 2014) and the determination of audit fees. Agenda 8 g To consider and approve the appointment of directors to replace pp pp p those who are retiring by rotation. Agenda 9 To consider and approve remunerations for directors and members of sub-committees and the amendment to the remuneration policy p y for directors and members of sub-committees. Agenda 10 To acknowledge the progress of the listing of PM Thoresen Asia Holdings Public Company Limited on the Stock Exchange of g p y g Thailand. Agenda 11 To consider other business. - 3 - R E B I R T H

  4. Agenda 1 To certify minutes of the Annual General To certify minutes of the Annual General Meeting of Shareholders 1/2014 held on 30 January 2014 The resolution of this agenda must be approved by the majority vote of the shareholders who attend the meeting and cast their votes. - 4 - R E B I R T H

  5. Agenda 2 To acknowledge results of operations of To acknowledge results of operations of the Company for the 2014 financial year, ended on 30 September 2014 This agenda is for acknowledgement by shareholders. No voting is required. - 5 - R E B I R T H

  6. Agenda 3 To consider and approve financial statements To consider and approve financial statements for the financial year ended 30 September 2014, including auditor's report. The resolution of this agenda must be approved by the majority vote of the shareholders who attend the meeting and cast their votes. - 6 - R E B I R T H

  7. FY14 Results Summary Best Performance in 5 years. Normalized Net Profit Turnaround f i li d fi d Income statement restated Baht millions FY13 FY14 %yoy Revenues 18,463 21,431 16%     C Costs t (14 548) (14,548) (16 548) (16,548) 14% 14% Unit in Baht Gross profits 3,915 4,883 25% millions Equity income 255 1,186 366% Other income 147 155 6% SG&A (2,121) ( , ) (2,354) ( , ) 11% EBITDA 2,196 3,870 76%  Depreciation & Amortisation (1,595) (1,534) ‐ 4% Finance costs (510) (492) ‐ 3% EBT EBT 91 91 1 844 1,844 1918% 1918% Income taxes (235) (314) 34% Non ‐ recurring items (4,843) (86) ‐ 98%  Forex translation 71 181 155%   Net profit (4,916) 1,625 133% Net profits (losses) attributable to ‐ Non ‐ controlling interest 203 610 200% ‐ Owner of the Company (5,119) 1,015 120%  1,028 1,028 Breakdown of Net Profit to Owner of the Company kd f fi f h Impairment charges and write ‐ offs (4,866) (13) 100% Revenue EBITDA Normalized Net Profits Normalised Net Profits (253) 1,028 507%  Net Profits 1,015 Net profits (5,119) 120% No. of shares (million) 992 1,293 Basic EPS (Baht) (5.16) 0.79 - 7 - R E B I R T H 7

  8. Overall Revenue Structure FY14 As of 30 Sep 2014 FY14 Infrastructure Infrastructure Infrastructure Transport Transport Transport Energy Energy Energy *EBITDA of 3 business units only Globalized businesses with more than 90% global revenue USD to THB conversion at THB 32.23 : USD1 - 8 - R E B I R T H

  9. Thoresen Shipping (TSS) Continued to Outperform the Market Despite Temporary Rate volatilities PORT • Outperformed industry in revenue and cost TRANSP • Achieved TCE of USD 9,887 per day, 5% higher than Supramax TCE rate • More Charter-in to generate additional net profits • Operating Cost 20% below industry average FY13 FY14 RGY USD/day TSS Market Owner’s expense p 3,921 , 5,082 , ENER • Supramax TC rates averaged at USD 10,852 per day in Cash Cost 5,817 Total Costs 8,077 FY14, up from USD 8,715 per day in FY13 Source: Moore Stephens 2013 • TSS acquired 6 second-hand Supramax making owned CTURE fleet consists of 24 vessels (16 Supramax and 8 Handymax), with a DWT-weighted average age of 11 FRASTRUC years and average size of 50,636 DWT. • TSS chartered-in totaled equivalent to 18 vessels. • TSS opened an office in Cape Town. INF Source: Drewry and Marsoft - 9 - R E B I R T H

  10. Mermaid Maritime (MML) Triple Net Profits 4 Years in A Row PORT • Achieved best year ever y TRANSP • More assets engaged in attractive high-margin long-term contracts • 13 Subsea vessels (1 under construction 13 Subsea vessels (1 under construction and 8 on chartered-in vessels) FY10 FY11 FY12 FY13 FY14 • 4 tender drilling rigs RGY ENER • • 3 jack up drilling rigs 3 jack-up drilling rigs • Improved utilization at higher achieved day rate Day Rate • Subsea vessel utilization rate was stable at 66%, with 31% higher day rates. SUBSEA DRILLING ENGINEERING • Drilling business utilization rate improved from CTURE Unit in U$/day Unit in U$/day MTR II and AOD I, II, III at 98% and 94% rage Rate Day R FRASTRUC respectively. ti l Aver • 3 high-specification jack-up rigs (AOD I, II, III) generated equity income of Baht 1,005 million, INF FY13 FY13 FY14 FY14 FY13 FY13 FY14 FY14 FY13 FY13 FY14 FY14 up from Baht 135 million in FY13. f B ht 135 illi i FY13 Own Vessels MTR I MTR II - 10 - R E B I R T H

  11. Baconco (BCC) Another Record Year with 36% Net Profit Increase PORT • Performance improvement in all p TRANSP businesses • Solid fertilizer sale volume in Vietnam and export market with improved profitability margin FY13 FY14 • More revenue from warehouse business RGY with 100% utilization rate and more rental ENER space. Fertilizer Business Warehouse Business Sales Volume Revenue Breakdown Utilization Rate Unit in ‘000 ton Unit in 000 ton AVERAGE Unit in SQ.M. AVALIABLE 202 PESTICIDE CTURE SPACES AVERAGE 31,800 196 SINGLE 30 % 31% AVALIABLE FERTILISER SPACES 24,000 24,000 FRASTRUC 100% NPK 70% 69 % 92% INF - 11 - R E B I R T H

  12. Unique Mining Services (UMS) Rebalance Capital Structure and Excessive Inventories PORT • Net Loss narrowed down from inventory TRANSP readjustment plan dj l • Cash flow position and financial status significantly improved • Net bank debt reduced to Baht 537 million from Baht 1,250 million FY13 FY14 RGY • Samutsakorn Plant resumed operation while ENER river transportation remains prohibited Sales Volumes Benchmark Coal Price U$/ U$/t Unit in ‘000 ton CTURE 791 510 510 FRASTRUC INF FY13 FY14 Source: COAL spot - 12 - R E B I R T H

  13. Financial Review: Consolidated Results Income statement restated Baht millions FY13 FY14 %yoy  Net profits increased by 120% yoy to Revenues 18,463 21,431 16% Costs Costs (14 548) (14,548) (16 548) (16,548) 14% 14% Baht 1,015 million, significant B ht 1 015 illi i ifi t Gross profits 3,915 4,883 25% improvement from net losses of Baht Equity income 255 1,186 366% 5,119 million in FY13 Other income 147 155 6% SG&A (2,121) (2,354) 11% EBITDA 2,196 3,870 76% Depreciation  Normalized FY14 net profits, excluding & Amortisation (1,595) (1,534) ‐ 4% non-cash accounting adjustment, Finance costs (510) (492) ‐ 3% EBT 91 1,844 1918% surged 507% yoy to Baht 1,028 million, surged 507% yoy to Baht 1 028 million Income taxes (235) (314) 34% compared with net losses of Baht 253 Non ‐ recurring items (4,843) (86) ‐ 98% million in FY13 Forex translation 71 181 155% Net profit (4,916) 1,625 133% Net profits (losses) attributable to ‐ Non ‐ controlling interest 203 610 200%  ‐ Owner of the Company (5,119) 1,015 120% Breakdown of Net Profit to Owner of the Company p y Impairment charges and write ‐ offs (4,866) (13) 100%  (253) 1,028 Normalised Net Profits 507% 1,015 Net profits (5,119) 120% No. of shares (million) o o s a es ( o ) 992 99 1,293 , 93 Basic EPS (Baht) (5.16) 0.79 - 13 - R E B I R T H

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