PMTApmta.listedcompany.com/misc/presentation/20160512-pmta-agm2016-en.pdfMay 12, 2016 · My I Industrial Park, Ba Ria Vung Tau Area, which is 70 kilometers from Ho Chi Min City

2016 Annual General Meeting of Shareholders

25 April 2016at Lotus Room, Queen Sirikit National Convention Center

PMTA

2PM Thoresen Asia Holdings Public Company Limited

การประชุมใหญส่ามญัผูถ้อืหุน้ประจ าปีคร ัง้ที ่1/2558

28 เมษายน 2559ณ ศนูยป์ระชมุแหง่ชาตสิริกิติติ์

Voting Procedure

One share carries one vote.

To disapprove or to abstain from voting, please indicate your vote in the ballot

and raise your hand so our staff can collect your ballot. In agenda item 6 and

item 7, we will collect ballots from all shareholders.

Spoiled votes include filling the ballot in a manner that makes the voter's decision

incomprehensible. Example is in the case where both approval and disapproval

are marked, or where the ballots are crossed out without signature of voters, or

the ballots with unclear marks, or the blank ballots without any marks.


การประชุมใหญส่ามญัผูถ้อืหุน้ประจ าปีคร ัง้ที ่1/2558

28 เมษายน 2559ณ ศนูยป์ระชมุแหง่ชาตสิริกิติติ์

Agenda 1 To certify minutes of the Annual General Meeting of Shareholders No.2/2015 held on 13 March 2015

Agenda 2 To acknowledge results of operations of the Company for the 2015financial year, ended 31 December 2015

Agenda 3 To consider and approve the Company’s financial statements forthe financial year ended 31 December 2015, including auditor's report

Agenda 4 To consider and approve the payment of cash dividends for the financialyear ended 31 December 2015 and the appropriation of a legal reserve

Agenda 5 To consider and approve the appointment of auditors for the financialperiod ended 31 December 2016 and the determination of audit fees

Agenda 6 To consider and approve the appointment of directors to replacethose who are retiring by rotation

Agenda 7 To consider and approve the appointment of one additional director

Agenda 8 To consider and approve the directors and sub-committee’s remuneration

Agenda 9 To consider other business (if any)

Meeting Agenda


To certify minutes of the Annual General Meeting of Shareholders No. 2/2015 held on 13 March 2015

The resolution of this agenda must be approved by the majority vote

of the shareholders who attend the meeting and cast their votes

Agenda 1


To acknowledge results of operations of the Company for the 2015 financial year ended 31 December 2015

The agenda is for acknowledgement by shareholders.

No voting is required.

Agenda 2


Agenda 2PMTA’s Shareholding Structure

Baconco is located in Southern Vietnam at the PhuMy I Industrial Park, Ba RiaVung Tau Area, which is 70 kilometers from Ho Chi Min City. Locating next to the ThiVai where Southern Vietnam’s only deep sea port is located, and is one of Vietnam’s largest export/import centers. This creates a big demand for quality storage of goods or raw materials and goods for export.

PMTA

Baconco PMTS

100% 100%

Domiciled in Singapore, PMTS mainly supports Baconco in its procurement of main imported raw materials


Agenda 2 Leading market position in the Vietnam’s fertilizer market

Market Share

Baconco is the Biggest Private Fertilizer Producer in Vietnam by Capacity

700

500450

360 350300 300

200150 150

A B Baconco C D E F G H I

Depicts Vietnam’s state owned enterpriseUnits: Thousand metric tons

Source: Fertilizer Market Overview 2013 by InterControl, PMTA filings


Agenda 2Comprehensive Fertilizer Production Process

Finished Products

Baconco’s chemical, physical, and biological processes

Raw Material(Nitrogen, phosphate and potash nutrients as main raw material)

Urea Super Phosphate (USP)

CompactionGranulation

Bulk Blending

Bio Stimulant

Finished Products(Over 95 NPK formulas and customized formulas to fulfill customers’ needs)

Total installed capacity of 450,000 metric ton per year


Agenda 2Ability to Speedily Launch and Develop New Innovated Products

AVS is an exclusive bio stimulant coating technology of Baconco.

NPK fertilizer with New AVS coating help:

• Stimulate crops to absorb nutrients by the best way.

• Crops will be increased and better resist to insects and fungi.

• Increase yield and quality of agriculture products.

• Reduce cost of Fertilizer and pesticides.


Agenda 2Successful Presence in the World Market

Export Destination in 2014/2015

25

42

FY14 FY15

South East Asia

53

36

FY14 FY15

Africa

1.52.1

FY14 FY15

MEA

115 117

FY14 FY15

Vietnam

Unit: K Tons


Agenda 2Growing of Factory Area for Leasing

Occupancy Rate of Factory Area for Leasing

83%

100% 100% 100% 100% 100% 100% 100%96%

100%

1Q/14 2Q/14 3Q/14 4Q/14 1Q/15 2Q/15 3Q/15 4Q/15 FY14 FY15

• Expansion of factory area for leasing from 31,000 m2 to 42,300 m2 in 2015 with additional 8,200 m2

open in March 2016 while occupancy rate achieved 100% with rising demand from current customers

Factory Area for Leasing

31,000

42,300

50,500

-

10,000

20,000

30,000

40,000

50,000

60,000

Before IPO 2015 2016

m2


Agenda 2 Looking to expand sales volume

• Fertilizer sales revenue rose 6% YoY

• Utilization rates of the factory area for leasing remain high at 100% generating income of Baht 49.1 million in 2015

• Gross margin slightly adjust to 24% from 26% in 2014 due to higher raw material costs.

• Operating cost increased 14 % YoY to Baht 236 million in 2015 as the new capacity addition was still not fully utilized

• EBITDA margin slightly reduced from 12% to 11% in 2015

• Depreciation significantly grew 40% YoY to Baht 57.2 million in 2015, from the new granulation unit installed.

• Net Profit of Baht 233 million

283233

FY14 FY15

375 349

FY14 FY15

817 786

FY14 FY15

3,0883,259

FY14 FY15

Sales Revenues(M. THB)

Fin

anci

al

Pe

rfo

rman

ceGross Profit

(M. THB)

EBITDA(M. THB)

Net Profits(M. THB)

+6% YoY -18% YoY-7% YoY-4% YoY

Income Statement

in M illion Baht FY14 FY15 % YoY

Sales Revenue 3,088.0 3,258.5 6%

Raw Material Costs (2,270.8) (2,472.3) 9%

Gross Profit 817.2 786.2 -4%

Service & Other Income 36.6 52.4 43%

Operating Cost (207.3) (236.0) 14%

Cost of providing services (5.4) (10.5) 95%

SG&A (266.1) (243.6) -8%

EBITDA 375.0 348.6 -7%

Depreciation & Amortization (40.8) (57.2) 40%

EBIT 334.2 291.4 -13%

Financial Cost (0.9) (6.3) 593%

Gain/(Loss) from Foreign Exchange 13.3 (2.4) -118%

Profit before income tax 346.6 282.6 -18%

Income Tax Expense (63.6) (49.6) -22%

Net Profit 283.0 233.0 -18%

Net Profit/(loss) attributable

To Non-controlling interest - 58.1

To TTA 283.0 174.9


Greater (and more efficient) use of fertilizers (and other nutrients

sources)

Agenda 2 Fertilizer Outlook

According to IFA,

• The 2015/16 campaign is impacted by low international agricultural commodity prices and by weakening economic activity in emerging economies.

• 2016 global demand of fertilizer is forecasted to grow 1.9% YoY

• Major changes in volume are expected in South Asia, East Asia and North America

• Increasing demand for livestock products

• Competing demand for feedstock for biofuels/bioenergy

Increase in agricultural production Increase yield and cropping

intensity

World Cereal Production and Utilization (Mt)

Global Fertilizer Demand (Mt Nutrients)


Agenda 2PMTA’s Strategy

• To be the market leader and reference for the highest quality crop care solutions and provider of high standard NPK Fertilizer, professional logistic and warehousing services.

• Keep strictly to only high premium quality production.

• Develop new tailor made products to give farmers higher yield per hectar.

• Double sales of quality NPK on Vietnamese market within 3 to 4 years.

• Increase exports to new markets having different seasons than in s. e. Asia , giving better utilization of our production units.

• Open offices in key export markets.

• Continue to expand and build more warehouses for leasing out.


To consider and approve the Company’s financial statements for the financial year ended 31 December 2015, including the auditor’s report



Agenda 3


Agenda 3Consolidated Financial Statements : Financial Position

Unit : million Baht

As of 31 Dec. 2015 As of 31 Dec. 2014

1. Total Assets 1,962 1,613

2. Total Liabilities 423 449

3. Total Equity 1,538 1,164

4. Total Liabilities and Equities 1,962 1,613


Agenda 3Consolidated Financial Statements : Statement of Income

Unit : million Baht

For the year ended31 Dec 2015

For the three-month period ended31 Dec 2014

1. Total revenue 3,308 599

2. Total cost (2,774) (487)

3. Gross profit 534 111

4. Other operating income 3 12

5. Selling and Administrative expenses (248) (53)

6. Operating profits (losses) 289 71

7. Finance costs (6) (1)

8. Profits before income tax expenses 283 70

9. Income tax expenses (50) (15)

10. Net profits (losses) for the year/period 233 55

11. Earnings per share (in THB) 2.36 0.59


Agenda 3Consolidated Financial Statements : Statement of Cash Flows

Unit : million Baht

For the year ended 31 Dec 2015

For the three-month period ended 31 Dec 2014

1. Cash and cash equivalents as at 1 January/1 October 260 522

2. Net cash generated from (used in) operating activities 205 (129)

3. Net cash generated from (used in) investing activities (167) (9)

4. Net cash generated from (used in) financing activities (1) (123)

5.Effect of exchange rate changes on balances held in foreign currencies

0 (1)

6. Cash and cash equivalents as at 31 December 297 260


Agenda 3Agenda for Approval

To approve the Company’s financial statements for the

financial year ended 31 December 2015, including the

auditor’s report

Voting procedure : The resolution of this agenda must be approved by the majority vote of the shareholders who attend the meeting and cast their votes.


To consider and approve the payment of cash dividends for the financial year ended 31 December 2015 and

the appropriation of a legal reserve



Agenda 4


Agenda 4 - To consider and approve the payment of cash dividends for the financial year ended 31 December 2015 and the appropriation of a legal reserve

A) Legal Reserve

According to the Company’s separate financial statements for the year ended 31December 2015, it had the net profits at the amount of Baht 118.6 million;therefore, the Company set aside additional legal reserves as required by laws inan amount of Baht 5,932,000

B) Dividend Payments

The Company has declared a dividend payment for the year ended 31 December2015 in the form of cash dividend of Baht 1.12 per share.

Key Dates

XD 28 March 2016

Record date 30 March 2016

Share register book closing date 31 March 2016

Cash dividend payment date 19 May 2016


Dividend Payments detail

Agenda 4 - To consider and approve the payment of cash dividends for the financial

year ended 31 December 2015 and the appropriation of a legal reserve

DescriptionFor the year ended31 December 2015

1. Net profits (losses) per consolidated financial statements Baht 232,990,542

Add back (less) unrealised foreign exchange losses (gains) Baht (6,860,087)

Net profits (losses) for dividend payment calculation in accordance with policy

Baht 226,130,455

2. Number of paid-up shares Shares 101,200,000

3. Dividend payment per share Baht 1.12

4. Total dividends paid (entire year) Baht 113,344,000

5. Dividend payout ratio Approximately 50.1%



To approve the payment of cash dividends for the financial

year ended 31 December 2015 an the appropriation of

a legal reserve

Voting procedure : The resolution of this agenda must be approved by the majority vote of the shareholders who attend the meeting and cast their votes


To consider and approve the appointment of auditors for the financial period ended 31 December 2016 and

the determination of audit fees



Agenda 5


Agenda 5 - To consider and approve the appointment of auditors for the financial

period ended 31 December 2016 and the determination of audit fees

To appoint auditors from KPMG Phoomchai Audit Ltd. for the 2016 financialyear ended 31 December 2016

Any one of them will be authorized to conduct the audit and render an opinion on the financialstatements of the Company, both on a consolidated and non-consolidated basis.

KPMG is also proposed to be an auditor of significant subsidiaries of the Company in overseas forthe financial year 2016 ended 31 December 2016 e.g. Baconco Co., Ltd.

The proposed auditors have no relationship or any interest in the Company, subsidiary companies,management, major shareholders, or other related persons.

1. Mr. Bunthit Tangpakorn CPA No. 8509

Same auditors aslast financial year

2. Mr. Veerachai Ratanajratkul CPA No. 4323

3. Mrs. Siripen Sukcharoenyingyong CPA No. 3636

4. Ms. Pornthip Rimdusit CPA No. 5565


Agenda 5 - To consider and approve the appointment of auditors for the financial

period ended 31 December 2016 and the determination of audit fees

Comparison of Audit Fees for Consideration

FY 2016( 1 Jan - 31 Dec. 2016)

FY 2015( 1 Jan - 31 Dec. 2015)

% of Increase /1

Audit fees Baht 1,809,135 Baht 1,764,000 2.56

Non-audit fee paid to the nominated auditors and their firms

None None -

Note:

/1The audit fees for the financial period ended 31 December 2016 is Baht 1,809,135 which increased by 2.56 per cent from the previous year because the auditor has more scope and volume of audit work due to the Company’s business expansion.



To approve the appointment of auditors for the financial

period ended 31 December 2016 and the determination of

audit fees

Voting procedure : The resolution of this agenda must be approved by the majority vote of the shareholders who attend the meeting and cast their votes


To consider and approve the appointment to replace those who are retiring by rotation

Agenda 6


Agenda 6 - To consider and approve the appointment to replace those who are retiring by rotation

Directors who are retiring by rotationNomination of directors to replace those who are retiring by rotation

1. Mr. Sigmund Stromme Being proposed for re-election as director for another term

2. Mr. Somboonkiat Kasemsuwan Being proposed for re-election as director for another term

3. Mr. Arild Haugan Mr. Rapee Moungnont(Being proposed to replace Mr. Arild Haugan)

Note: The appointment will be effective from the date of the 2016 AGM.


Mr. Sigmund Stromme (age 60)

Position Director/Member of Executive Committee/ Member of Nomination and Remuneration Committee/ Managing Director

Nationality Norwegian

Education/Training/Certification

• Master in Computer Science Finance/Administration, EDB Hoeyskolen, Norway

• Director Certification Program (DCP), Thai Institute of Directors Association (IOD), Class 182/2013

Professional Experience

Listed Company 2015 – Present Director/Member of Executive Committee/ Member of Nomination and Remuneration Committee/ Managing Director, PM Thoresen Asia Holdings Plc.

2015 – Present Executive Vice President – Shipping & Logistics, Thoresen Thai Agencies Plc.

Non – Listed Company 2015 – Present Director, Thoresen Shipping Singapore Pte. Ltd.

2015 – Present Director, Fearnleys (Thailand) Ltd.






2015 - Present Director, Gulf Agency Company ( Thailand) Co., Ltd.

2015 – Present Director, GAC Thoresen Logistics Ltd.

2015 – Present Director, Thoresen Shipping and Logistics Ltd.

2015 – Present Director, Petrolift Inc.

2014 - Present Director, Thoresen-Vinama Agencies Co., Ltd.

2013 - Present Director, Sharjah Ports Services LLC.

2013 – 2014 Director, PM Thoresen Asia Holdings Ltd.

2013 – Present Director, PM Thoresen Asia (Singapore) Pte. Ltd.

2013 – Present Director, Thoresen Shipping FZE

2010 – Present Director, Baria Joint Stock Company of Services for Import Export

of Agro-Forestry Products and Fertilizers (“Baria Serece”)

2012 – Present Chairman, Thoresen-Vinama Logistics Co., Ltd.

2009 – Present Chairman, Baconco Co., Ltd.

2003 – Present Director, Thoresen (Indochina) S.A.

2000 – Present Chairman, The NORDIC Chamber of Commerce in HCMC, Vietnam





Non – Listed Company 2015 – Present Director, Thoresen Shipping Singapore Pte. Ltd.

2015 – Present Director, Fearnleys (Thailand) Ltd.

2015 – Present Director, Gulf Agency Company ( Thailand) Co., Ltd.

2015 – Present Director, GAC Thoresen Logistics Ltd.

2015 – Present Director, Thoresen Shipping and Logistics Ltd.

2015 – Present Director, Petrolift Inc.

2014 - Present Director, Thoresen-Vinama Agencies Co., Ltd.

2013 - Present Director, Sharjah Ports Services LLC.

Nominated position Director

No. of years being the Company's director

2 Years

Meeting attendance for year 2015 Board of Directors 6/6, Executive Committee 1/3 and Nomination

and Remuneration Committee 1/1

This nominated person does not hold any position as director or management in other businesses, which might have a conflict of interest with the Company.



Mr. Somboonkiat Kasemsuwan (age 71)

Position Independent Director/Chairman of Audit Committee/Member of Nomination and Remuneration Committee

Nationality Thai


• B.S. Degree in Electrical Engineering, North Carolina State University, USA

• Professional Degree in Electrical Engineering, North Carolina State University, USA

• Directors Certification Program (DCP), Thai Institute of Directors Association (IOD), Class 96/2007


Listed Company 2015 – Present Independent Director/Chairman of Audit Committee/Member of Nomination and Remuneration Committee, PM Thoresen Asia Holdings Plc.

2014 – Present Chairman, Advance Finance Plc.



Mr. Somboonkiat Kasemsuwan (age 71)


Non – Listed Company 2013 - 2014 Chairman of Audit Committee, PM Thoresen Asia Holdings Co.,

Ltd.

2012- Present Chairman, Mohmee Co., Ltd.

2006 – 2011 Vice Chairman, The Transport Co., Ltd.

Nominated position Independent Director


2 Years

Meeting attendance for year 2015 Board of Directors 5/6, Audit Committee 3/4 and Nomination and

Remuneration Committee 1/1




Mr. Rapee Moungnont (age 51)

Position Independent Director

Nationality Thai


• MBA, Indiana University, South Bend, USA.• Bachelor of Accounting, Thammasat University• Certified Management Consultant (CMC),

Institute of Management Consultants Association of Thailand (IMCT)

• Capital market Academy Leadership Program (#1), Capital Market Academy• Director Certification Program (DCP), Thai Institute of Directors (IOD), Class

80/2006• Economic and Fiscal Management, King Prajadhipok's Institute• Financial Executive Development Program - FINEX 15, The Thai Institute of

Banking and Finance Association• ICO’s International Executive Training Program in Development Banking

Madrid # 1


Non – Listed Company 2010 – present Director, Rajamangala University of Technology RattanakosinCollege of Innovation Management (RCIM)

2009 Director & Acting President, Thai Credit Guarantee Corporation (TCG)





Non – Listed Company 2005 – 2009 Audit Committee, Thai Credit Guarantee Corporation (TCG)

2005 – 2009 President of The Employee Welfare Committee , Thai Credit

Guarantee Corporation (TCG)

2008 President, Thailand Privilege Card Co., Ltd.

2005 – 2008 Director & Acting President , Thailand Privilege Card Co., Ltd.

2005 – 2008 Director & Executive Committee, Thailand Privilege Card Co., Ltd.

Executive Committee, The Institution of Management

Consultants Association of Thailand (IMCT)

2005 Deputy Director General, The Office of SMEs Promotion (OSMEP)

(responsibility to venture capital & OTOP)

2004 Executive Vice President, Small and Medium Enterprise

Development Bank of Thailand (SME BANK)

2002 – 2003 Vice President of Venture Capital 2 Department, Small and

Medium Enterprise Development Bank of Thailand (SME BANK)

2000 – present Guest Speaker, Thammasat University ,Chulalongkorn University,

National Institute of Development Administration (NIDA), King Mongkut’s University of Chulalongkorn University, Ramkhamhaeng University, Mahidol University and BuraphaUniversity




Nominated position Independent Director


None

Meeting attendance for year 2015 None



To consider and approve the appointment of one additional director

Agenda 7


Agenda 7 - To consider and approve the appointment of one additional director

Ms. Suvimol Mahagitsiri (age 70)

Position Director

Nationality Thai


• B.A. in Business Administration, Grossmont Junior College

• B.A. in Political Science, Ramkhamhaeng University• Director Accreditation Program (DAP 26/2004),

Thai Institution of Directors Association (IOD)• Role of the Chairman Program (RCP 16/2007),

Thai Institution of Directors Association (IOD)


Listed Company 1983 – Present Vice Chairman, Thai Film Industries Plc.

Non – Listed Company 2002 – Present Vice Chairman, Lakewood Land Co., Ltd.

2002 – Present Vice Chairman, Lakewood Country Club Co., Ltd.

2002 – Present Vice Chairman, Lakewood Kitchen Co., Ltd.

1992 – Present Vice Chairman, PM Group Co., Ltd.

1989 – Present Vice Chairman, Quality Coffee Products Co., Ltd.


Agenda 7 - To consider and approve the appointment of one additional director

Ms. Suvimol Mahagitsiri (age 70)

Nominated position Director


None

Meeting attendance for year 2015 None



To consider and approve the directors and sub-committee’s remuneration

The resolution of this agenda must be approved by not less than two-thirds

of the total numbers of votes of shareholders attending the meeting

Agenda 8


Agenda 8 - To consider and approve the directors and sub-committee’s remuneration

The Board of Directors is of an opinion to propose the shareholders to approve the following:

• The remunerations for directors and members of sub-committees for the 2016 year at the total amount of not exceeding Baht 5 (five) million; and

• To authorize the Board of Directors to allocate the remunerations to directors and members of sub-committees as deem appropriate.

The Board of Directors has considered that such remuneration is in line with the market and industry standard.



To approve the directors and sub-committee’s

remuneration

Voting procedure : The resolution of this agenda must be approved by not less than two-thirds of the total number of votes of shareholders attending the meeting


To consider other business (if any)

Agenda 9

Documents

PMTApmta.listedcompany.com/misc/presentation/20160512-pmta-agm2016-en.pdfMay 12, 2016 · My I Industrial Park, Ba Ria Vung Tau Area, which is 70 kilometers from Ho Chi Min City