Annual Report 2011
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Thai Beverage Public Company Limited
5.3 The Shareholders’ Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors propose that the Shareholders’ Mandate as amended be renewed at the forthcoming AGM on April 27, 2012, to take effect until the next AGM of the Company. Approval from Shareholders will be sought for the renewal of the Shareholders’ Mandate at the next AGM and at each subsequent annual general meeting of the Company, subject to satisfactory review by the Audit Committee of its continued application to transactions with interested persons.
6. Independent Financial Adviser’s Opinion
6.1 SAC Capital Private Limited (“SAC Capital”) has been appointed the independent financial adviser in relation to the Shareholders’ Mandate. 6.2 Having considered, inter alia, the rationale for the Shareholders’ Mandate, the review procedures of the Company in relation to the Shareholders’ Mandate and the role of the Audit Committee in enforcing the Shareholders’ Mandate, SAC Capital is of the opinion that the review procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under the Shareholders’ Mandate in Schedule 1 to the Appendix, if adhered to, are sufficient to ensure that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 6.3 The letter from SAC Capital to the Independent Directors dated April 10, 2012 is reproduced and attached in Schedule 3 to the Appendix.
7. Audit Committee Statement
The Audit Committee has reviewed the terms of the Shareholders’ Mandate as proposed to be amended and confirms that the review procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under the Shareholders’ Mandate in Schedule 1 to the Appendix, if adhered to, are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures referred to in Schedule 1 to this Appendix are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new review procedures.
8. Directors’ and Substantial Shareholders’ Interests
The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at January 21, 2012 and March 12, 2012 respectively can be found in the Annual Report in respect of the financial year ended December 31, 2011 to be, or which has been, distributed to Shareholders.
9. Abstention from Voting
Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi who are Directors and controlling shareholders of the Company and, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company and their respective associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed amendment to and renewal of the Shareholders’ Mandate in respect of their shareholdings in the Company, if any, at the 2012 AGM. Such interested persons will also not accept appointment as proxies for any Shareholder to vote on the said resolution unless specific voting instructions have been given by the Shareholder as to how he wants his votes to be cast in respect of the said resolution.
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