PDI aims to be a leader in developing, driving and growing sustainable businesses in the field of Energy, Materials and Eco Management in South East Asia.

However, the Board considered that such vision should be seen as a framework. The Company shall consider investing in other types of the project in and outside South East Asia, if there are profitable projects with a good return and acceptable risk. Moreover, such projects should be sustainable for many years and less depending on fluctuation of the metal price that we met in the past, for example, innovative projects. We also balance between the respect of communities and environment where we operate and the best possible return to our shareholder.

• We have a consolidated net results of profit 478 MB, increased 216% compared to a net profit of 151 MB for year 2015 arising from three key factors as follows;
  • Sales revenue increased by 6% mainly resulted from a significant increased in LME price and local sales premium
  • THB depreciation against USD
  • Improved operational efficiency and reduced OPEX by 11%
• Because of big improvement in results, the Board proposes to shareholders dividend per share of 1 Thai Baht for approval.
• Debt to equity ratio is at 0.39 which was lowest for the last 5 years.
• MD further informed the meeting as follows;
  • The Company disposed of all shares in Maesod Clean Energy Co., Ltd. (35% owned) due to sustained losses.
  • Significant progress is made in the new sustainable new businesses, particularly in energy, with investments in its first solar farms in Japan, the first farm is operational and second farm is under construction. Furthermore, on 26 December 2016, the Company has executed Share Purchase Agreement to acquire the existing solar farm in Mae Ramat District, Tak Province.
  • Allied with the Private Sector Collective Action Coalition against Corruption (CAC) to endure the certification process in 2016, and has been certified in Q1-2017.
• In the meeting MD presented additional slides to further explain the important financial figures, financial ratio, dividend payment and share price for the past 5 years and also explain the comparison figures of the 2015 and 2016 statements of financial position to the shareholders.

• The Mae Sod mine ended its zinc ore production in mid of 2016. The company has started rehabilitation project of the mine and will be finalized by the end of 2017.
• The Rayong roaster discontinued its operations at the end of 2016 and the plant was cleaned in Q1 of 2017, we are preparing to transfer assets to the joint venture company, PDI-CRT, in order to invest in the new business that will also increase the book value of the Company asset.
• The Tak smelter’s main production process will be discontinued in Q2 of 2017, while the zinc casting plant will continue to operate until the Q3 of 2017.
• We also open the communication with employees regarding the ceasing of zinc operation. Manpower in all offices was reduced in line with the completed mission; we paid the legal severance with additional separation premium. 288 employees left and 546 people remain in 2017.

New corporate structure of the Company divided into 3 sectors:

1. Energy : provide energy from renewable sources
2. Materials : provide added value materials from recycled metals
3. Eco : provide waste management solutions for complex industrial waste

PDI Tak Eco (51% owned by PDI, 49% owned by Dowa Eco-System)

• PDI Tak Eco is a joint venture company between PDI and Dowa Eco-System, a Japanese company, to conduct a business of sorting, landfilling, and energy generation from waste. Expected investment cost is around 600 MB (240 MB equity). The project is expected to be in operation within Q2 of 2019.
• The project is located in Tak Province to collect waste in the Northern part of Thailand that at present there is no sustainable solution for industrial waste. Therefore, if we can build the facilities, we will be the only one entrepreneur and would solve the problem in this region.
• This project is supported by Department of Industrial Works and also the MOU have been signed.
• The Company had arranged the public scoping (Kor.1) and have started EHIA process. Recently, we are starting Kor. 2 process which is called the focus group.
• The major problem of this project is resistance from the local communities who did not understand well. In this stage, we do not want to upset the local communities, hence at the moment this project is hibernating and we are trying to reach conclusion with local communities prior to going ahead the Project.

The Chairman invited the shareholders to ask the questions. There was no question, The Chairman then asked the shareholders to consider and approve the Statement of Financial Position and Income Statements for fiscal year ended 31 December 2016.

The shareholders approved the Statement of Financial Position and Income Statements for fiscal year ended 31 December 2016 by the votes as follows:

The Company Secretary reported that Article 34(3) of the Company’s Articles of Association stated that the distribution of dividends must be approved by the shareholders. Section 116 of the Public Limited Companies Act B.E. 2535 (1992) provides that the Company shall allocate not less than 5% of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund until the fund attains an amount not less than 10% of the registered capital or as higher as stipulated in the Articles of Association or other laws. Article 40 of the Company’s Articles of Association stipulates that no dividends may be declared from any money except from the profits. In the case where the Company has an accumulated loss, the declaration of dividends shall be prohibited. However, the Company’s legal reserve has reached the amount required by law.

The Company will normally pay dividends up to 50% of the net profits after deduction of the corporate income taxes, unless it is necessary for the Company to use the money for future expansion.

From the Company’s Financial Statements, the Company has the net profits for the year 2016 in the amount of 360.64 million Baht which has increased from the year 2015, the net loss of which was 64.18 million Baht. As such the Board of Directors is of the opinion that the dividend payment for 2016 at 1.00 Baht per share be paid from the net profits of the Company. The dividends will be declared to the Shareholders totaling 226 million shares amounting to 226.00 million Baht. The dividend increases from last year and is a little higher than the normal dividend payment policy.

Such dividend payment at 1.00 Baht was derived from the net profit of the Company which was subject to corporate income tax of 20%. Therefore, the natural person shareholders shall be entitled to a tax credit according to Section 47 bis of the Revenue Code.

The record date will be set on Wednesday 3 May 2017 to determine the list of shareholders entitled to receive dividends and the shareholders register book-closing date and suspending share transfer on Thursday 4 May 2017 to compile the list of the shareholders pursuant to Section 225 of the Securities and Exchange Act. The shareholders shall be entitled to receive such dividends within 10 years. And the dividend payment date shall be on Thursday 18 May 2017.

The Chairman invited the shareholders to ask the questions. There was no question, the Chairman then asked the shareholders to consider and approve the dividend payment for the year 2016.

The shareholders approved the distribution of dividends for the year 2016 as proposed by the votes as follows:

The Company Secretary announced in compliance with Article 21 and Article 34(4) of the Company’s Articles of Association, among a total of 11 directors, 4 persons who are due to retire by rotation in this Annual General Meeting are Mr. Karel Vinck, Mr. Pinit Vongmasa, Mr. Tommy Taechaubol and Ms. Prapa Puranachote.

During November-December 2016, the Company gave the minority shareholders an opportunity to propose the agenda and to propose the qualified nominee to be appointed as the director of the Company. There were also nominated persons mentioned in the Nomination and Remuneration Committee (NRC) meeting for consideration. The NRC had considered the qualification of all the nominees and recommended to the Board of Directors to submit the names of the 4 retiring directors to the Annual General Meeting for reelection for another term.

The Board of Directors at its meeting No. 01-2017 on 22 February 2017 has considered qualifications of each nominated director and agreed with the NRC’s recommendation that the 4 persons are knowledgeable and have experiences in the Company’s line of business which would be beneficial to the Company. The Board has proposed re-election of the three retiring directors, namely, Mr. Karel Vinck, Mr. Tommy Taechaubol and Ms. Prapa Puranachote to hold the position for another term and proposed to appoint Dr. Chokchai Aksaranan as an independent director to replace Mr. Pinit Vongmasa who does not wish to be reelected.

The curriculum vitae of the nominated persons, number of ordinary shares held in the Company, position as Director of managerial level in the listed company and other businesses including relationship of the nominated persons appeared in the attachment.

In addition, the Board of Directors at its meeting No. 06-2016 on 7 November 2016 has resolved to re-appoint 3 Audit Committee members namely Mr. Vinai Vamvanij, Chairman of Audit Committee, Mr. Aswin Kongsiri, Audit Committee member and Mr. Karel Vinck, Audit Committee member, who were due to retire by rotation at 31 December 2016, as the Audit Committee of the Company for another term, 3 years, with the same duties and responsibilities.

The Chairman invited the shareholders to ask the questions which was answered by Nomination and Remuneration Committee Chairman.

1. What is a policy about the terms of independent director because some of independent directors have already been in the position longer than 9 years?

Mr. Aswin: The policy for appointing the independent director is conformed to the appropriate rule and regulation. Our company is the zinc industry, we are specialized company and we are at the turning point for many new business. Hence, we try to find new additional independent directors and found Dr. Chokchai as additional independent director who has the expertise in this industry. For other independent directors who have been in the position for longer than 9 years, we consider the appointment by their appropriateness each year, not automatically.

The shareholders approved to re-elect the 3 directors who are due to retire by rotation as directors for another term, appoint Dr. Chokchai Aksaranan as the independent director of the Company to replace Mr. Pinit Vongmasa who does not wish to be reelected as proposed by the Board of Directors and acknowledge the re-appointment of the Audit Committee by the votes as follows:

The Company Secretary announced that Article 26 of the Company’s Articles of Association stipulated that “Directors shall be entitled to the remuneration in the form of reward, fees for attending a meeting, gratuity, bonus or other benefit as the Shareholders’ Meeting considers. The remuneration may be fixed at a definite amount or prescribe by rule and fixed at a definite amount from time to time or taken effect until changes have occurred.” and Section 90 of the Public Limited Companies Act B.E. 2535 (1992) provides that “the Company shall not pay any money or asset to the directors unless it is a payment of remuneration as stipulated in the Company’s Articles of Association.

In the event that the Articles of Association is not stipulated, the payment of remuneration shall be in accordance with the shareholders’ resolution with a vote of not less than two-thirds of the total number of votes of the shareholders present at the meeting”.

The Board recommended the shareholders to approve the bonus payment to the Directors for the year 2016 and the Directors’ remuneration and sub-committees’ remuneration for the year 2017 at the same rate which had been previously approved in the 2016 Annual General Meetings by a vote of not less than two-thirds of the total number of votes of the shareholders present at the meeting. Details are as follows:

1. Directors’ Bonus

The Nomination and Remuneration Committee, after taking into consideration the payment in the similar business, had proposed that the bonus payment for the year 2016 to be maintained at the level which would not exceed 1 percent of the dividend distributed to the shareholders, to be divided among the Non-Executive Directors (The payment of Director’s bonus will be on the pro rata basis and for Non-Executive Directors only). The total amount is 2,260,000 Baht.

2. The Remuneration for the Board of Directors and sub committees:

3. Other Benefits; - None

The Chairman invited the shareholders to ask the questions. There was no question, the Chairman then asked the shareholders to consider and approve the bonus payment to directors for the year 2016 and the directors’ remuneration for the year 2017.

The shareholders approved the bonus payment to directors for the year 2016 and the directors’ remuneration for the year 2017 as proposed by the votes as follows:

The Company Secretary announced that Article 34(5) of the Company’s Articles of Association stipulated that the Annual General Meeting shall “Appointing the auditor and fixing his remuneration.” and Section 120 of the Public Limited Companies Act B.E. 2535 (1992) provides that “the Annual General Meeting shall appoint an auditor and fix the auditing fee for the company every year. In appointing an auditor, the former auditor can be re-appointed.”

For 2017 in order to optimize the overall cost and efficiency of the external auditing effort, the Audit Committee has reviewed its external auditor firm and after due consideration the Audit Committee proposes the auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. namely:

1. Mr. Wonlop Vilaivaravit Certified Public Accountant (Thailand) No. 6797, who responsibilities as statutory signing partner for the Company or:
2. Mr. Chavala Tienpasertkij Certified Public Accountant (Thailand) No. 4301 or:
3. Mr. Permsak Wongpatcharapakorn Certified Public Accountant (Thailand) No. 3427 or:
4. Mr. Suwatchai Meakhaamnouychai Certified Public Accountant (Thailand) No.6638

be appointed as the Company’s auditors for the year 2017, any one of them being authorised to conduct the audit and express an opinion on the Financial Statements of the Company. In the absence of the above-named auditors, Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. is authorised to identify one other Certified Public Accountant within Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. to carry out the work.

The 2017 audit fee is lower than the last year audit fee (actual expenses). As such the proposed fees comprise the following:

Unit: Baht

Remark:

1. Actual expenses.
2. DeloitteTouche Tohmatsu Jaiyos Audit Co., Ltd. used to be the auditor of the Company for 4 years during the year 1997-2000.
3. The audit fees for the year 2016 has increased from the shareholders’ approval in the 2016 Annual General Meeting of Shareholders (3,356,000 Baht) due to the fact that the Company has established the 2 new subsidiaries during the year namely, Century Asset Management KK and PDI Mae Ramat Co., Ltd. and had sold the 2 subsidiaries namely, PDI Surat Biomass Co., Ltd. and Padaeng Industry (Laos) Co., Ltd.

Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. and the proposed auditors have no relationship or conflict of interest with the Company, the Managerial Persons of the Company, Majority Shareholders or Related Persons of the said persons.

If there are any Subsidiaries & Consolidation increased or decreased or if there is the Company’s business re-structuring, it might cause the Audit fee changed (whether increased or decreased). In this regard, the Company shall have its own discretion to perform in accordance with the existing criteria and on suitable-price basis.

The Chairman invited the shareholders to ask the questions. There was no question, the Chairman then asked the shareholders to approve for Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. to be appointed as the Company's Certified Public Auditors for the year 2017 and approve the annual auditing fees for the year 2017 of 3,480,000 Baht as proposed by the votes as follows:

Chairman closed the meeting and invited the shareholders for any comments or questions which are acknowledged and answered by the directors. Questions and answered are summarized below:

1. As the company is restructuring the business from the zinc producer to Materials, Eco and Energy as presented. Has the Company evaluated the revenue portion of these 3 sectors? Are they higher than last year or not?

MD: It is impossible to tell you today what will be the exact revenue. We are working on revenue generation as much as possible from the new projects. For year 2017, there is no change from last year and will be in line with the 2016 revenue which mainly come from the zinc business and some revenue from Energy business. Next year, the majority of the revenue will come from zinc trading and Energy business. There is no revenue from Eco and Materials yet since they will be started in year 2019. Long term target of the Company is to distribute revenue as much as possible over the different activities.

2. Which materials the Company uses for recycle in PDI-Materials?

MD: We will recycle metal containing complex industrial waste, for instance, steel dust from the steel industry, electronic scrap, organic waste, catalyst including any types of materials that come from industrial waste complex which contains metals. At beginning, steel dust from the steel industry will be major focus.

3. Where is the exact location of PDI Tak Eco project?

MD: PDI Tak Eco project is in Tak Province on the location of the Tak’s smelter and it will serve the industrial waste from the north and central of Thailand.

4. Could you please explain more about land property of the Company?

MD: The land in Rayong is 55 Rais. In Tak, we own 1,500 Rais and we have leased from Royal Forestry Department about 800 Rais, totally 2,200-2,300 Rais we can use in Tak.

For 1,500 Rai, about 200 Rais is used for the zinc activity. After closing of the zinc operation, we will have to manage that area because we cannot use it for anything else unless totally recover. 800 Rais are residue pond which we plan to use for the solar farm in the future if possible and we have 700 Rais left. There is no immediate plan to utilize this 700 Rais of land.

5. Have PDI had the hedging contract this year?

Mrs. Woratip: For hedging in the year 2017 we have already done partially. Zinc from our own production is about 30,000 tons and we did about 11,000 tons at the average price of 2,420 USD/tons. We have sold some of them in Q1. Approximately 8,000 tons remain unhedged.

6. How much the expected return on investment of PDI Materials and PDI Eco? Are they more than 10-15% when comparing with Solar projects?

MD: We expect return for PDI Solar at 10-12%, PDI-CRT at least 15 % and PDI Tak Eco is around 12-15%.

Company Secretary also asked the shareholders to submit their approved voting cards in the drop box at the exit for future reference.

As there were no further comments, the Chairman called the Meeting adjourned at 16.00 hours.