UAC: Annual Report 2014 by UAC Universal Adsorbents & Chemicals

UAC Global Public Company Limited

Contents

Vision and Mission

Financial Highlights

Message from the Board of Directors

Social and environmental responsibilities for sustainability

Company Structure

Board of Directors

Details of the Board of Directors and Executives

Report of the Audit Committee

Report of Corporate Governance Committee

Repot of Risk Management Committee

Report of the Nomination and Remuneration Committee

General Information and Nature of Business

Income Structure

Industrial and Competitive Conditions

Risk Factors

Shareholders Structure and Management Structure

Corporate Governance

101

Connected Persons and Related Transaction

119

Management Discussion and Analysis of the Operating Results

128

Report of the Boards of Directors’ Responsibilities for Financial Statements

141

Auditor’s Report

142

Financial Statements

144

Notes to Financial Statements

152

Remarks: Investors will be able to have more information of the Listed Company from 56-1 Report published on www.sec.co.th or the Company’s website www.uac.co.th

UAC Global Public Company Limited

Vision The Company determines to be an environmental friendly operator of clean energy, petrochemicals and utilities and it shall maintain its national leadership and to be accepted at international level.

Missions 1. 2. 3. 4.

To determine to engage business in clean and environmental friendly energy, petrochemicals and utilities beneficially to the country, environment and society, To operate business by adhering to corporate governance principles by treating business partners fairly, transparently and anti-corruption. To be responsible to shareholders by adding values to business continually and creating stable returns to the shareholders in the long run. To determine to become a happy organization by taking into consideration the fair working environment and compensation and promotion of career path of the employees.

* The Board of Directorsâ&#x20AC;&#x2122; Meeting No. 1/2014 on February 21, 2014 resolved to approve to change the Companyâ&#x20AC;&#x2122;s Vision and Missions

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UAC Global Public Company Limited

Financial Highlights (Unit : MBaht)

Financial Highlights

2014

2013

Total Assets

1,780.05

1,634.58

1,021.22

Total Liabilities

810.30

667.80

379.55

Total Shareholders' Equity

969.75

966.78

641.67

Total Revenue

992.63

977.93

811.82

Selling and Administration Expenses

123.82

114.56

88.43

Other Revenues Share if gain(loss) from Investment in Associated Company

18.95

12.22

8.91

62.13

77.75

30.31

Net Profit

51.04

130.86

115.70

0.1

0.24

Registered capital

331.75

276.47

Paid-up capital

277.11

277.10

218.22

Earning per Share (Baht)

Financial Ratio

2014

2013

2012

Net Profit Margin (%)

5.05

13.25

14.25

Return on Equity (%)

5.27

16.29

21.89

Return on Assets (%)

2.99

9.86

15.05

Debt to Equity (times)

0.84

0.69

0.59

Book Value per Share (Baht)

1.75

1.30

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UAC Global Public Company Limited

Message from the Board of Directors On April 18, 2014, name of the company “Universal Adsorbent and Chemicals Public Company Limited” has been changed to “UAC Global Public Company Limited”, which is regarded as one of the significant changes to support our business currently in operation and to be occurred in the future. From more than 20 year experiences in business of import and export of chemicals and equipment used in various industries, particularly in energy business, the Company is moving forward to enter into the investment in alternative and renewable energy project business. Moreover, as the public sectors have polices to support projects related to renewable energy constantly, i.e. energy from biogas, biomass, electricity generation from garbage, solar energy and biodiesel, so it is the driving force for the Company to accelerate the development on potential of our resources, personnel and technology used in the alternative energy and renewable energy projects to prepare readiness and efficiency in order to make it accept at the national level. During the past years, the Company has initiated various commercial projects, i.e. petroleum production plant in Sukhothai Province and 2 Solar PV Rooftop projects of the Metropolitan Electricity Authority, with total generating capacity of 0.3 MWe. In 2014, the Company’s income from sales was 992.62 million Baht, an increase of 1.50 percent from 2013 because the Company began to recognize revenue from the Compressed Bio Gas (CBG) Plant, the Petroleum Production Plant (PPP) Project. However, net profit was 51.04 million Baht, a decrease of 60.99 percent from 2013 as a result from the recognition ratio in the investment projects was lesser than their production cost and the Company began to recognize depreciation and financial cost from the project which commenced the commercial operation. As a result, net profit of the Company has been significantly reduced. However, the Company is well aware of this result and the Company strongly determines to accelerate on development of the Company’s performance and make it increase within the short period of time. As our vision is to determine to the operator of clean energy, petrochemicals and environmental friendly utilities by maintaining its national leadership and to be recognized at international level, adhering to corporate governance principle with social and environmental responsibility. On behalf of the Board of Directors, we would like to thank all shareholders, the valued customers, the business partners, all stakeholders as well as the management and the employees of the Company for participation and support for the constant and steady growth of the Company’s business to move forward to the 20th year with strong and efficiency and to become the sustainable alternative and renewable energy development leader.

(Mr. Paiboon Sareewiwatthana) Chairman of the Board of Directors

(Mr. Kitti Jivacate) Chief Executive Officer

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UAC Global Public Company Limited

Sustainable Social and Environmental Responsibility Scope of Report This report presents operation results of 2014 with regards to economic, environmental and social respects of the Company, the subsidiaries and the associated companies. The Company realizes and improves its operations on continued basis in order to create favorable and sustainable results to the economy, environment and society. Overall Operations Economic Aspect The domestic political problems in 2014 made the economy in the country was in unfavorable conditions. The Companyâ&#x20AC;&#x2122;s total income was 1,011 million Baht, with net profit of 51 million Baht, which was lower than 2013, so the Company did not have any rebate to the government. Graph showing overall operations on economic aspect Million Baht 1000 900

1011

990

964

820

800

600

Revenue from sales Revenue before Interest Net Profit

500

Income Tax

700

400 300 200

144 108 80 22

115

145 130

48 51

100 2011

2012

2013

2014

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UAC Global Public Company Limited

Environmental Aspects Production and environmental responsibility Electrical energy The Company arranges electrical energy saving campaigns at all areas of the Company, such as head office, warehouse and branch offices at Mae Tang Sub-district, Chiang Mai Province and at the plant in Kongkrailat Sub-district, Sukhothai Province to cultivate consciousness on electrical energy saving to all employees. Such campaigns included: -

Arrange a campaign and public relations works to create energy saving consciousness for the employees. Inspect electricity usage every time before leaving the office. Turn off any electrical appliance which has not been used for more than 15 minutes. Select electrical equipment which is suitable with types of works

CBG 1 Plant in Mae Tang District, Chiang Mai Province Consumption water in the system Principally, water used in the production process comes from humidity of the glass and part of it may be recycled. Consumption water shall be used in the office only. Water saving measures and guidelines include the arrangement of campaigns to create the employeesâ&#x20AC;&#x2122; consciousness, i.e. turn off water after each usage, do not keep the water running, constantly check faucets and pipes for leaks and if there is a leak, it must be repaired immediately and recycle water after it passed waste water treatment process. No chemicals shall be added in the biogas production process. Normally, chemicals shall be used for analysis of quality of fertilization only. Pollution Disposal Management Waste water or effluent in the system Some part of effluent discharged from the production process shall be reused in the production process and the remaining part shall undergo anaerobic + aerobic treatment process (Oxidation Ditch). Amount of consumption water is approximately 60 cubic meters per day. Air quality The plant has installed excess gas discharging system to prevent biogas diffusion in any certain areas and reduce greenhouse effect which is the cause of global warming. Normally anaerobic compost process shall cause odor, but since the fertilizer process is performed the in capped tank, which is a closed system, so there is not any disturbance odor to annoy the surrounding areas at all.

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UAC Global Public Company Limited

Sewage or unused material in the system Crude extract from production process which cannot be compostable shall be mixed with soils for planting the trees. Primarily, the Company shall sell it to the third party to mix it with soil for plantation, and some parts may use for planting Napier grass Petroleum Production Plant, Sukhothai Province Electrical energy This project generates electricity from gas engine generator for its own usage and it also designs and invests in equipment to reduce electricity usage for starting up the engine which consumes a lot of energy. Consumption water in the system Sources of consumption water in the plant are rainwater and ground water within the plant areas, which has been permitted for drilling from the Groundwater Resources Center, Sukhothai Province. Pollution disposal management Wastewater / effluent in the system Contaminated rainwater shall be treated by using grease trap and CPI Tank before it shall be transmitting to the waste management company which has been granted a waste disposal license (Ror. Ngor 101) from the government agency. Produce water shall be directly sent to Slop Tank before it shall be transmitted to the waste management company (Ror. Ngor. 101) which has been granted a waste disposal license (Ror. Ngor 101) from the government agency. Air quality The plant complies with preventive and corrective measures on environmental impact and environmental quality monitoring inspection measure by inspecting air quality in atmosphere, i.e. NO2 and NOX ). Results from inspection are under the specified standard as follows: Standard Value NO2 = 0.32 mg/m3 NOX = 200 ppm

Measured Value NO2 (Min-Max) = 0.002 - 0.032 mg/m3 NOX (Max) = 45 ppm

Sewage or unused material in the system Hazardous and non-hazardous waste from the production process and maintenance works shall be correctly disposed by the agency having a license from the Department of Industrial Works.

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UAC Global Public Company Limited

Graph comparison of monthly/yearly electricity usage (Head Office) Unit: 10,000 Baht. 12 10 8 6 4

2013 2014

2 0

Social Aspects Labor Practice and Human Rights Employment In 2014, the Company also employed more employees to support for business expansion as well as to increase working efficiency of the organization. Most of the newly recruited employees shall work in the plant and in the operation division. However, the Company still places importance on maintaining employee recruitment system standards. Such employees shall pass the writing test, interview and health inspection. The Company believes that selection the employees based on their knowledge and capability and suitability of job position as well as provision of opportunity equality to the applicant is the starting point of the operation efficiency and it can make the Company grow and prosper on sustainable basis The Company has a policy to correctly comply with the related laws, as well as the labor practices, for instance, minimum age of the employees and the contractors of the Company shall be 20 years old. Moreover, the Company does not have any sex discrimination policy, so both female and male employees shall have equal right pursuant to the Company’s regulations. Remuneration paid to the employees is appropriated and they are entitled to apply for “employee’s provident fund” and can select to contribute to the fund at the rate of 3 percent or 5 percent of salary where the Company shall contribute the same rate pursuant to the rules and conditions specified by the Company.

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UAC Global Public Company Limited

With regards to the contractors, the Company specified in the employment contract that the contractors shall treat their employees equally, fully and correctly as per specified in the labor laws, social security and compensation law, ministerial regulations, rules of the government agencies and others related to the labor protection. If the contractor fails to comply with the legal obligations, it shall be deemed that the contractor breaches this contract, hence the employer is entitled to terminate the contract, without prior written notice. Graph showing total number of employees (2011-2014)

200

114

109

2011 2012

100

2013 2014

0 2011

2012

2013

2014

Welfare Management The Company provides suitable welfare to the employees as per specified by the law and in line with the changing conditions of social and economic conditions including necessity of business. Welfare provided included employee’s health insurance, provident fund, life and accident insurance for the employees, annual medical check up and etc. Apart from normal welfare, the Company also provided ad hoc additional, for instance during influenza epidemic, the Company has arranged all employees to take influenza vaccines, as well as educated them about how to prevent such epidemic disease. Wage management and remuneration The Company’s wage management and remuneration policy is based on fair basis which is suitable with duty & responsibility and in accordance with the employees’ capability. The Company’s remuneration has been adjusted to make it competitive with other companies in the same industry to attract additional new competent persons and to motivate the present employees to develop their performance constantly. Consequently, the employee’s turnover rate is decreased continually. The Company assesses performance of the employees by using clear measurement criteria. Therefore, both superiors and employees have the same direction on knowledge and understandings, so the performance assessment can lead to development of work and employees at the same time. Energy Transformation for Future 8

UAC Global Public Company Limited

Graph showing turnover rate of employees (2011-2014)

% (Percent) 3

1.84

2 1.42

2011

1.52

1.41

2012 2013

2014

Year

0 2011

2012

2013

2014

Employee Relations The Company enhances good relationship among the employees and among employees and the Company continuously to create happiness and working satisfaction as well as cooperation power throughout the organization. Many activities with aim to cultivate morale and good consciousness to the colleagues, the organization and the society, as a whole were arranged. This year, the Company also maintains core employee relations activities, for example:  



Employee’s birthday celebration activity: the Company celebrates the employees’ birthday by providing birthday cake to the employees on their birthday. Water-pouring ceremony on Songkran day. The Company arranges water-pouring ceremony to ask for blessing on Songkran day every year to strengthen relationship between the employees and the executives. CEO Meets New Employees Activity. The Company arranges the activity where CEO shall meet with new employees to create good memory to the newly employed employees and to emphasize that the management places importance to the employees. Sport Activity and New Year Celebration Event: The Company arranges new year party every year. On such date, the sport event shall be arranged between the employees and the executives. For the plant site, each plant shall arrange the activity as appropriated in order to create unity and good relationship between the executives and the employees

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UAC Global Public Company Limited



Badminton Club Activity: The Company arrange badminton club for the employees who are interested in sport activity. The employees can also have the opportunity to select type of sport as per their preference to strengthen health and good relationship among themselves.

Human Resource Development 

The Company has strong determination to support human resource development with objective to develop the employees to be the knowledgeable and capable resource, up-todate and have potential for business competitive at the international level and most importantly, they must be valuable people to the society. In order to achieve such goals, personnel development and training are regarded as joint responsibility between the Company and all employees.

Duties and Responsibilities on Personnel Development 



The superiors at all levels have duties and responsibilities to develop potentials of their subordinates by performing Competency Gap Assessment jointly with the employees as well as to arrange Annual Individual Development Plan (IDP) for all of their subordinates. They shall play a part on human resources development by coordinating, giving recommendation as well as arranging development training courses and methods which are suitable with necessity and requirements for organization and employee development. The employees shall have duties and responsibilities to study and practice themselves pursuant to IDP Plan via various channels provided by the Company, for instance attending the training course provided by the Company and etc.

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UAC Global Public Company Limited

Personnel Development In order to develop and prepare readiness for the employees to make them ready for the change and progress of the Company’s business operations at all times, the Company has prepared methods to develop potentials of the employees as follows: 

Training/Seminar/Study Trip: The Company arranges trainings and workshops to provide knowledge on technical and managerial aspects, mental and behavior development including environmental and safety to the employees. Moreover, the Company also regularly arranges study visits both within and outside the country to enhance working experiences and develop employees every year.

Career Path Development 



Career Path: The Company oversees and specifies career path criteria of the employees at all levels, by dividing into Management line and Specialist line. All employees have opportunity to grow in their lines of work and specialist they are keen to and capable at. Succession Plan: In order to keep the business operation smoothly, the Company has arranged succession plan for important positions and planned to develop the successor continually.

Graph displaying expenses on personnel development (2011-2014)

Million (Bht.) 5.00

4.00

2011

3.00

2012 2.00

1.59

1.57

2013

1.60 1.10

1.00

2014

0.00

2011

2012

2013

2014

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UAC Global Public Company Limited

Occupational Health and Safety The Company has specified occupational health, safety and environment policy for the employees to be used as practical guidelines on safety and to prevent impact to environment and community. Such policy shall be undertaken under legal framework. HAZOP Working Group HAZOP Working Group has duties to review the design of piping system, equipment and tools in the plant to make them correctly conform to the Company’s technical and engineering standards by applying HAZOP technique. Crisis Management Working Group The Company has established the Crisis Management Working Group, which consisted of top executives and managers of various departments to prepare readiness on crisis management which may incur and may impact to the Company’s business operations and which is regarded as part of organizational risk management.

Objectives and Key Performance Indicators This year the Company has established key performance indicators on safety by specifying as organizational objectives that there shall not be any reports on accident and zero accident report to strengthen awareness and employees participation both for themselves and for colleagues.  

Statistics on accident and injury of the employees both at the head office and the plant shall be zero. Annual emergency plan drill The plant has arranged emergency plan drill every year by cooperating with the local government agencies.

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UAC Global Public Company Limited

Community Participation and Social Development The Company adheres to sustainable business development together with social and environmental responsibility. Furthermore, the Company determines to operate business by not causing any impact to all stakeholders, as well as the society and the communities. Therefore, the Company deems that the employees have duties to place importance on participation on creating of good environment and society. Education Aspect National Children Day Project The Company realizes on importance on enhancement of education to the children and the youth. Therefore, every year the Company has participated and supported the arrangement of national children day event jointly with the local organizations in areas where the plant sites are situated, i.e. in Mae Tang District, Chiang Mai Province and Kokrat District, Sukhothai Province. This year the Companyâ&#x20AC;&#x2122;s participants partook in National Children Day Event which was held on January 10, 2014 and the Company has provided bicycles and other necessities to support education of the students there. Youth Organic Agriculture Project The Company has arranged youth organic agriculture project by using fertilizer, a by-product from CBG biogas production process to plant toxic free vegetables by cooperating with teachers, students and community leaders at Wat Mae Ga School, Mae Tang District, Chiang Mai Province. The objective is to cultivate the students to plant vegetables by using organic fertilizer. Computer Donation Project In order to support the students to be able to access to modern technology or to other knowledge via computer, the Company has donated computers to Wat Mae Ga School, Mae Tang District, Chiang Mai Province. Quality of life Happiness from Temple Activity The Company has cooperated with CSR Club, from Thai Listed Companies Association in MAI to submit their participants to attend 5 Sor Activity Happiness from Temple at Wat Don (Boromsakol) to create quality, cleanliness and sanitation in the temple. Relationship and Cultural Conservation Aspect Talk session with the communities surrounding areas the plant areas The Company realizes and puts emphasis on listening to problems and suggestions from the communities, therefore the CSR team and the representatives from PPP Plant, Sukhothai Province Energy Transformation for Future 13

UAC Global Public Company Limited

have met with the village heads and the villagers living in areas closed to the plant site to listen to problems or impacts from activities of the plant which might incur to the communities. Public Benefits Aspect Repair of public roads The management and the representatives from PPP Plant jointly repaired the damaged road around the entrance to the plant and the village which has been used by the villages everyday. This activity was a part of public benefits activity for the nearby communities.

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UAC Global Public Company Limited

Award of Pride ď&#x201A;§

The Company received the BEST IR Award in SET AWARDS 2014 arranged by the Stock Exchange of Thailand.

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UAC Global Public Company Limited

Organization Chart

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UAC Global Public Company Limited

Board of Directors

2 7

1. Assoc.Prof.Dr. Paiboon Sareewiwatthana - Chairman of the Board of Director 2. Mr. Kitti Jivacate - Director - Chief Executive Officer - Chairman of Executive Committee 3. Mr. Chatchaphol Prasopchoke - Director - President - Member of Executive Committee - Member of Risk Management Committee 4. Miss Nilrat Jarumanopas - Director - Executive Vice President â&#x20AC;&#x201C; Finance&Accounting - Member of Executive Committee - Member of Corporate Governance Committee

5 1

6 4

5. Assoc.Prof.Dr.Aekkachai Nittayakasetwat - Independent Director - Chairman of Audit Committee - Chairman of Corporate Governance Committee - Member of Nomination & Remuneration Committee - Member of Risk Management Committee 6. Assoc.Prof.Dr. Paritud Bhandhuyanyong - Independent Director - Chairman of Risk Management Committee - Member of Audit Committee - Member of Nomination & Remuneration Committee 7. Miss Jeerapan Jinda - Independent Director - Chairman of Nomination & Remuneration Committee - Member of Audit Committee - Member of Corporate Governance Committee

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UAC Global Public Company Limited

Names and Experiences of Board of Directors and Executives Assoc.Prof.Dr.Paiboon Sareewiwatthana Chairman of the Board of Directors Age 60 years Education / Training - Ph. D. (Finance) University of Mississippi, U.S.A. - M. B.A., (Management) National Institute of Development Administration - B. Eng. (Chimical Engineering) Chulalongkorn University - Directors Certification Program (DCP) #12/2001 (IOD) - Role of the Chairman Program (RCP) #33/2014 (IOD) % of shareholding UAC : 17,831,576 shares (3.22% including related persons) No change of holding proportion. UAC-W1 : 2,825,490 units Relationship of other None Executives Work Experience UAC Global Public Company Limited Feb 2012 Chairman Present Other Business May 2013 – Chairman – Thai Packaging Industry Public Company Limited Present Chairman – Union Auction Public Company Limited 2012 - Present Independent Director and Chairman of Audit Committee – Maybank 2002 – Present Kim Eng Securities (Thailand) Public Company Limited Independent Director and Member of Audit Committee – Team 2001 – Present Precision Public Company Limited Associated Professor level 9 - National Institute of Development 1984 - Present Administration

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UAC Global Public Company Limited

Mr. Kitti Jivacate Director / Chairman of Executive Committee / Chief Executive Officer Age 60 years Education / Training - M.B.A., Sasin Graduate Institute of Business Administration of Chulalongkorn University - B. Eng. (Chimical Engineering) Chulalongkorn University - Directors Accreditation Program (DAP) # 82/2010 (IOD) - Directors Certification Program (DCP) #142/2011 (IOD) - Top Management Program # 16 (Capital Market Academy) % of shareholding UAC : 300,421,146 หุ้น shares (54.21%) Increase from 2013 = 79,500 shares UAC-W1 : 50,010,940 units Relationship of other Executives Brother-in-law with Miss Nilrat Jarumanopas Work Experience UAC Global Public Company Limited 12 June 2014 - Present Chief Executive Officer 21 Feb 2011 – 11 June President & Chief Executive Officer 2014 Managing Director 1995 - 21 Feb 2011 Director 2008 – Present Chairman of Executive Committee 2010 – Present Chairman of Risk Management Committee 2010 – Mar 2012 Other Business Aug 2013 – Present Director – UAC Energy Company Limited Nov 2012 - Present Director – UAC & TPT Energy Company Limited Apr 2011 - Present Director – UAC Hydrotek Company Limited 2008 – Present Director – Bangchak Biofuel Company Limited 2005 – Sept 2010 Director – Global Technology Innovation Company Limited 1997 – Present Director – Suthossamit Company Limited 1993 – 18 Jul 2012 Director – S Group Holding Company Limited 1995 – Jan 2010 Director – Universal Energy & Technology Company Limited 1993 – Apr 2010 Director – Appliance Technology Supplies Company Limited

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UAC Global Public Company Limited

Mr. Chatchaphol Prasopchoke Director / Member of Risk Management Committee / Member of Executive Committee / President Age 46 years Education / Training - M.B.A., Thammasat University - B. Eng., (Electrical Engineer) King Mongkut’s Institute of Technology Ladkrabang - Directors Accreditation Program (DAP) # 82/2010 (IOD) - Directors Certification Program (DCP) #147/2011 (IOD) - TLCA Executive Development Program (EDP) #8/2011 - Future Entrepreneur Forum #1/2013 (CEDI) % of shareholding UAC : 3,666,171 shares (0.66%) Increase from 2013 = 28,482 shares UAC-W1 : 601,150 units Relationship of other Executives -NoneWork Experience UAC Global Public Company Limited 12 June 2014 President Present Director 2010 – Present Member of Executive Committee 2010 – Present Executive Vice President – Sales, Marketing and Operation 2010 – June 2014 Member of Risk Management Committee Mar 2012 – Present Other Business Aug 2014 - Present Director – Solar Energy Roof Power Company Limited Dec 2014 - Present Director – UAC TPT Pellets Company Limited Oct 2013 – Present Director – Sebigas UAC Company Limited Aug 2013 – Present Director – UAC Energy Company Limited Nov 2012 – Present Director – UAC & TPT Energy Company Limited Aug 2012 – Present Director - Bangchak Biofuel Company Limited Mar 2012 – Present Director – UAC Hydrotek Company Limited 2007 – Jun 2010 Director – Khon Rak Nam Company Limited

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UAC Global Public Company Limited

Miss Nilrat Jarumanopas Director / Member of Corporate Governance Committee/ Member of Executive Committee / Executive Vice President-Finance & Accounting Age

56 years

Education / Training - M.B.A., University of the Thai Chamber of Commerce - B.B.A., Chiang Mai University - B.B.A., ( Accounting), Dhurakij Pundit University - Directors Accreditation Program (DAP) # 82/2010 (IOD) - Directors Certification Program (DCP) #141/2011 (IOD) % of shareholding UAC : 24,861,158 shares (4.49%) Increase from 2013 = 22,234 shares UAC-W1 : 4,123,902 units Relationship of other Executives Sister-in-law with Mr. Kitti Jivacate Work Experience UAC Global Public Company Limited 2012 – Present 2010 – Present 2010 – Present 2010 – Mar 2012 2002 – Present Other Business Aug 2014 - Present Dec 2014 - Present Oct 2013 – Present Aug 2013 – Present Nov 2012 – Present Mar 2012 – Present 2007 – Jun 2010 2003 – Apr 2010 2003 – Jan 2010

Member of Corporate Governance Committee Member of Executive Committee Executive Vice President – Finance & Accounting Member of Risk Management Committee Director Director – Solar Energy Roof Power Company Limited Director – UAC TPT Pellets Company Limited Director – Sebigas UAC Company Limited Director – UAC Energy Company Limited Director – UAC & TPT Energy Company Limited Director – UAC Hydrotek Company Limited Director – Khon Rak Nam Company Limited Director – Thai Cyber Info Company Limited Director – Universal Energy & Technology Company Limited

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UAC Global Public Company Limited

Assoc.Prof.Dr.Aekkachai Nittayakasetwat Independent Director / Chairman of Audit Committee / Chairman of Corporate Governance / Member of Nomination & Remuneration Committee / Member of Risk Management Committee Age 51 years Education / Training - Ph. D. (Finance) University of Mississippi, U.S.A. - M. B.A., (Finance) National Institute of Development Administration - B.Sc. (Chemical Engineer), Chulalongkorn University - Director Accreditation Program (DAP) #35/2005 (IOD) - Role of the Compensation Committee (RCC) #11/2010 (IOD) - Compensation Survey #1/2011 (IOD) % of shareholding -NoneRelationship of other -NoneExecutives Work Experience UAC Global Public Company Limited 2010 – Present Independent Director 2010 – Present Chairman of Audit Committee 2010 – Present Member of Nomination & Remuneration Committee 2010 – Present Member of Risk Management Committee 2012 - Present Chairman of Corporate Governance Committee Other Business 2011 – Present Independent Director and Member of Audit Committee – Stars Microelectronics Public Company Limited 2011 – Present Independent Director and Member of Audit Committee – Panjawattana Plasitc Public Company Limited 2009 – Present Independent Director and Member of Audit Committee – GT Wealth Management Company Limited 2008 – Present Independent Director and Member of Audit Committee – Getabec Company Limited 2008 - Present Director - Securities Analyst Association 2006 - Present Independent Director and Member of Audit Committee - TRC 2007 – 2010 Construction Plc. Dean of Business Administration National Institute of Development Administration

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UAC Global Public Company Limited

Assoc.Prof.Dr. Paritud Bhandhubanyong Independent Director / Chairman of Risk Management Committee / Member of Audit Committee / Member of Nomination & Remuneration Committee Age 60 years Education / Training - Honorary Doctorate, Nagaoka University of Technology - D. English (IE) (Metallurgy), The University of Tokyo - M.B.A., Thamasat University - M. Eng. (IE) Chulalongkorn University - B. Eng. (IE) Chularongkorn University - Director Accreditation Program (DAP) #71/2008 (IOD) - Director Certification Program (DCP) #105/2008 (IOD) - Auditing Committee Program (ACP) #36/2011 (IOD) - Role of the Compensation Committee (RCC) #15/2012 (IOD) - Successful Formulation & Execution of Strategy (SFE) #17/2013 (IOD) - How to Measure the Success of Corporate Strategy (HMS) #2/2013 (IOD) % of shareholding -NoneRelationship of other -NoneExecutives Work Experience UAC Global Public Company Limited 2010 – Present Independent Director 2010 – Present Member of Audit Committee 2010 – Present Member of Nomination & Remuneration Committee 2010 – Mar 2012 Member of Risk Management Committee Mar 2012 – Chairman of Risk Management Committee Present Other Business Nov 2014 Expert attached to the Member of the National Reform Council Present number 025 2013 – Present Executive Director, Education and Special Project Development – Panyapiwat Institute of Management 2012 – Present Independent Director and Member of Audit Committee – Premier Products Company Limited 2007 – Present Independent Director – Premier Technology Public Company Limited 2009 – 2012 Director – State-of-the-Art Soshiro Agro Laboratories Company 2009 – 2012 Limited 2007 – 2010 Director – AT Ceramics Company Limited 2010 – Mar Advisor to the President - National Science and Technology 2012 Development Agency Director - Technology Promotion Association (Thailand-Japan)

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UAC Global Public Company Limited

Miss Jeerapan Jinda Independent Director / Chairman of Nomination & Remuneration Committee / Member of Audit Committee / Member of Corporate Governance Committee Age 51 years Education / Training - M.B.A. (Finance), The National Institute of Development Administration - B.Sc. (Chemistry), Chulalongkorn University - Director Accreditation Program (DAP) 82/2010 (IOD) - Role of the Compensation Committee (RCC) 11/2010 (IOD) - Directors Certification Program (DCP) #168/2013 (IOD) % of shareholding -NoneRelationship of other -NoneExecutives Work Experience UAC Global Public Company Limited 2010 – Present Independent Director 2010 – Present Audit Committee 2010 – Present Chairman of Nomination & Remuneration Committee 2010 – Mar 2012 Member of Risk Management Committee 2012 - Present Member of Corporate Governance Committee Other Business 2004 - Present Managing Director Wisen Consultants Co., Ltd

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UAC Global Public Company Limited

Miss Preeyaporn Thanaratset Senior Vice President – Sales & Marketing Age 48 years Education / Training - M.B.A., Bangkok University - B.Sc. (Chemistry), Chulalongkorn University - Directors Accreditation Program (DAP) # 93/2011 (IOD) - TLCA Executive Development Program (EDP) #9/2012 % of shareholding UAC : 81,957 shares (0.01%) Increase from 2013 = 17,471 shares UAC-W1 : 7,386 units Relationship of other Executives -NoneWork Experience UAC Global Public Company Limited Oct 2010 - Present Senior Vice President – Sales & Marketing 2009 – Oct 2010 Marketing & Business Development Manager Team 1 Other Business Apr 2011 – Mar 2012 Director – UAC Hydrotek Company Limited 2004 – 2008 Business Development Manager - Avery Dennison (Thailand) Plc

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UAC Global Public Company Limited

Mrs. Jarunee Boonmangmee Vice President - Finance Age 46 years Education / Training - B.B.A.(Accounting), Ramkamhaeng University - Directors Accreditation Program (DAP) # 93/2011 (IOD) - Management Development Program (MDP) # 20/2015 (TMA) % of shareholding UAC : 50,950 shares (0.01%) Increase from 2013 = 10,367 shares UAC-W1 : 4,749 units Relationship of other Executives -NoneWork Experience UAC Global Public Company Limited 2007 - Present Vice President - Finance Other Business Apr 2011 â&#x20AC;&#x201C; Mar 2012 Director â&#x20AC;&#x201C; UAC Hydrotek Company Limited 1988 - 2007 Accounting Manager - Texmac Company Limited

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Mrs. Aree Pleekhun Vice President - Accounting Age 41 years Education / Training - M.B.A. (Finance & Banking), Ramkamhaeng University - B.B.A.(Finance & Banking), Ramkamhaeng University - B.B.A.(Accounting), Ramkamhaeng University - Directors Accreditation Program (DAP) # 93/2011 (IOD) % of shareholding UAC : 46,255 shares (0.01%) Increase from 2013 = 10,671 shares UAC-W1 : 4,074 units Relationship of other Executives -NoneWork Experience UAC Global Public Company Limited 1995 - Present Vice President - Accounting Other Business Apr 2011 – Mar 2012 Director – UAC Hydrotek Company Limited

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Miss Sajjaporn Rammayaprayoon Vice President - Finance Planning and Corporate Secretary Age 45 years Education / Training - M.B.A.(Finance), Assumption University - B.B.A.(Accounting), Assumption University - Company Secretary Program (CSP) # 46/2012 (IOD) - Fundamental Practice for Corporate Secretary Training #28/2013 (TLCA) - Laws and Regulations Regarding Listed Companies #10/2013 (TLCA) % of shareholding UAC : 90,020 shares (0.02%) Increase from 2013 = 10,560 shares UAC-W1 : 10,000 units Relationship of other Executives -NoneWork Experience UAC Global Public Company Limited 2012 – Present Vice President - Finance Planning and Corporate Secretary Other Business 2002 – 2011 Assistant Vice President – Thai Asset Management Corporation 1997 – 2002 Department Manager – Financial Sector Restructuring Authority 1993 – 1997 Members Examination Officer – The Stock Exchange of Thailand

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UAC Global Public Company Limited

The Audit Committeeâ&#x20AC;&#x2122;s Report To

The Shareholders

The Audit Committee consists of 3 competent, independent and experienced members who have been assigned by the Board of Directors to independently perform duties pursuant to scope of responsibilities specified in the Audit Committee Charter. Such duties include the review to ensure that the Company has adequate, accurate and completed corporate governance principles which are consistent with the requirements and prudent operating guidelines of the Stock Exchange of Thailand, the Office of Securities and Exchange Commission and the relevant laws. In 2014, the Audit Committee arranged 4 meetings where all members presented. The management, the internal auditor and the auditor were also participated in the meetings to discuss the relevant issues and the essence can be concluded as follows: 1. To consider and review the financial statement: The Audit Committee has reviewed quarterly and annual financial statement of the Company only and the consolidated financial statement of the Company and its subsidiaries of 2014. The Audit Committee also attended the meetings with the auditor and the management to inspect to make sure that the preparation of financial statement and disclosure in the notes to the financial statement are adequate, correctly, completely, on timely manner and in accordance with the generally accepted accounting standards, the notifications of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. Moreover, the Audit Committee also attended the meeting with the auditor without the Companyâ&#x20AC;&#x2122;s management to freely discuss about material information in the financial statement and the notes to financial statement. 2. To review the internal control system and internal audit: The Audit Committee performed the works by considering from result of internal audit report and from monitoring the works of the Internal Audit Department and it was found that they were adequately and appropriated and none of material defect was detected which was in line with opinion of the auditor. The Audit Committee also considered and approved the Internal Audit Charter so that the internal audit operations shall be appropriately and independently performed by adhering to the internal audit operating guidelines of the Stock Exchange of Thailand. 3. To review the corporate governance: The Audit Committee has reviewed the compliance with corporate governance principles, the connected transactions or the transactions which might have conflict of interest pursuant to the notification of the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the laws and the government regulations as well as the disclosure of information. The Audit Committee was of view that the Company has fully observed the corporate governance principles. 4. To consider on appointment of the auditor and the auditing fee for 2015: D I A International Audit Company Limited has been appointed as the Companyâ&#x20AC;&#x2122;s auditor for 9 years or since 2007. When taking into account the quality performance of the past year, the qualifications and independency of the auditor as well as reasonable auditing fee, the Audit Committee decided to propose the Board of Directors to consider and approve the appointment of Miss Somjintana Pholhirunrat, a certified public account, registration no. 5599 and/or Mrs. Wilairat Rojanakarin, a Energy Transformation for Future 29

UAC Global Public Company Limited

certified public accountant, registration no. 3014 and/or Miss Supaporn Mungjit, a certified public accountant, registration no. 8125 to be the Companyâ&#x20AC;&#x2122;s auditor for 2015. This matter shall then be proposed to the shareholdersâ&#x20AC;&#x2122; meeting for further consideration and approval The Audit Committee has considered and deemed that the operations of the Company largely adhered to corporate governance principles with correct and credible financial report, adequate, appropriated and efficient internal control system and without any material defects. The Company also correctly complied with the relevant laws, regulations and rules. Furthermore, the working systems have been constantly developed and improved for efficiency and effectiveness and in line with the business operations of the Company.

On behalf of the Audit Committee,

(Assoc. Prof. Dr. Aekkachai Nittayagasetwat) Chairman of the Audit Committee

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Report of the Corporate Governance Committee The Board of Directors considerably places importance on promotion of corporate governance principles and emphasizes that the Company must comply with those principles to strengthen confidence to all stakeholders. The Board of Directors assigned the Corporate Governance Committee which consists of 3 members to propose corporate governance operating guidelines to the Board, supervise the operations of the directors and the management to ensure that they shall comply with the specified corporate governance policy. In 2014, the Corporate Governance Committee has arranged 1 meeting to review and improve the Corporate Governance Policy to make it corresponding to the international operating practices as well all relevant laws, rules, criteria and regulations. This Committee also monitored the operations on 5 main topics which can be summarized as follows: 1. The Right of Shareholders  Arrange the 2014 Annual General Meeting of Shareholders by providing information on date, time, venue and meeting agenda as well as all information related to the agenda which are required to be considered in advance sufficiently and on timely manner.  Disseminate information related to the 2014 Annual General Meeting of Shareholders through the Company’s website in advance to allow the shareholders to have adequate time to study information as well as facilitate the shareholders so that they can fully exercise their rights to participate and to vote in the meeting. As a result, the score the Company obtained from assessment on AGM Checklist by the Thai Investors Association was 100 which were higher than the past year. 2.

The Equitable Treatment of Shareholders  As a part of corporate governance practice, the Company allowed the shareholders to propose the meeting agenda and the nomination of director’s name for the General Meeting of Shareholders in advance during November 4, 2014 to January 31, 2015.  The Company specified that the directors and the executives are obligated to report their securities holding of the Company in case of purchase or sale of the Company’s securities to the Company’s Company Secretary at least 1 day in advance and must report all of the Company’s securities they hold to the Office of the Securities and Exchange Commission within the specified period of time.

The Role of Stakeholders  The Company is well aware of importance of rights of all stakeholders by conducting business legally and correspondingly to the laws, regulations or standards or requirements and such business operation must not have any impact to environment, community and society as well as all groups of stakeholders. The Company has specified the anti-corruption policy and set up measures to prevent and handle corruption which may occur or has occurred in the Company. Corporate social responsibility policy has also been defined by emphasizing on conducting business with social and environmental responsibility as well as placing importance on promotion and support activities for the society, community and

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

environment continually, such as National Children Day at Kokrad Tumbol Administration Organization, Sukhothai Province, Youth Organic Agricultural Project, Wat Sang Suk (Temple of Happiness) Project, and etc. The Company has provided channels for the stakeholders and the investors to notify, suggest, file a complaint or clue with regard to illegal act, correctness of financial statement, defective internal control system or any act which is against the ethics principles to the Board of Directors via the Audit Committee at email address: chairman_auditcom@uac.co.th or visit the Company’s website and click at Icon: Send Email to Chairman of the Audit Committee. Details of the person who notifies such information (the whistle blower or the informant) or the clues shall be kept confidential to protect the right of such informant.

Disclosure and Transparency  The Company has participated in the ‘Opportunity Day’ Event arranged by the Stock Exchange of Thailand to hold a press conference on performance of the Company 3 times and video of this activity including the supporting document has been publicized on the Company’s website, so that the investors can access to such information at all times.  The Company has prepared the Annual Information Disclosure Form (56-1 Form) as well as the annual report. In addition the information of the Company’s performance on quarterly basis and important information for the shareholders, the investors and general public which consisted of adequate, reliable and update material information has also been disclosed via various channels continually, such as Elcid System of the Stock Exchange of Thailand including the Company’s website (www.uac.co.th).

Responsibilities of the Board of Directors  The Board of Directors is required to conduct self-assessment every year and the result from such assessment in 2014 was in ‘Excellence’ level.

On 2014, the survey criteria on corporate governance of the Thai listed companies undertaken by the Thai Institute of Directors Association (IOD) in collaboration with the Office of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand have been adjusted in order to make them in line with assessment criteria of ASEAN CG Scorecard and pursuant to the recognized international standards which have been implemented as framework for development of corporate governance principles of various countries. By keeping on monitoring and developing the efficiency concerning corporate governance operations, the Company still has been ranked in the ‘Very Good’ group based on survey on corporate governance of the listed companies in 2014. The Corporate Governance Committee still determines to develop efficiency of the corporate governance operations continually for benefits of the Company and all stakeholders.

(Mr. Aekkachai Nittayagasetwat) Chairman of the Corporate Governance Committee Energy Transformation for Future 32

UAC Global Public Company Limited

Report of the Risk Management Committee of 2014 The Companyâ&#x20AC;&#x2122;s Risk Management Committee comprises of 2 Independent Directors and 1 Executive Director. The Chairman of the Committee is Assoc. Prof. Dr. Paritud Bhandhubanyong, the Independent Director, and the committee members are Assoc. Prof. Dr. Aekkachai Nittayagasetwat, the Independent Director and Mr. Chatchaphol Prasopchoke, the Executive Director. In 2014, the Risk Management Committee arranged 4 meetings to conduct material activities which can be summarized as follows: 1.

To consider risk factors, risk management processes and plans prepared by the risk management working group which consisted of the executives, the managers and the heads of departments and divisions. The objectives were to make sure that they were consistent with the operational conditions of the Company and suitable with the changing environments as well as to check whether risk management plans were appropriated and adequate with the acceptable risk levels and followed the policy approved by the Risk Management Committee or not.

To consider on restructuring of the risk management working group so that its operations shall be efficient and conform to the directions specified by the Company.

To follow up and give suggestion on preparation of the appropriated and concise risk management plan in order to optimize efficiency of the risk management operations.

To consider on arrangement of organization risk management and project risk management trainings to the relevant departments and employees to refresh their knowledge and understanding so that they can properly implement and develop their risk management operations.

The Risk Management Committee considered that during the past year, the Company has constantly developed its risk management system of the whole organization. In addition, the meetings have been conducted to prepare and review risk management plan and to monitor risk management operations to ensure that they follow the Companyâ&#x20AC;&#x2122;s plans. The Company has adequately managed material risks and controlled them to be in the acceptable levels. The Company also determined to improve its risk management system pursuant to the corporate governance principles.

(Assoc. Prof. Paritud Bhandhubanyong) Chairman of the Risk Management Committee

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UAC Global Public Company Limited

The Nomination & Remuneration Committeeâ&#x20AC;&#x2122;s Report The Nomination & Remuneration Committee comprises of 3 Independent Directors, namely Miss Jeerapan Jinda, the Chairman and two Committee Members who are Assoc. Prof. Aekkachai Nittayagasetwat and Assoc. Prof. Dr. Paritud Bhandhubanyong. In 2014, the Nomination & Remuneration Committee held 3 meetings with the Companyâ&#x20AC;&#x2122;s management and essence of the meetings can be summarized as follows: 1. To consider the nomination of the director to replace the vacant director position: The Committee has considered and resolved to nominate Mr. Paiboon Sareewiwatthana, Mr. Paritud Bhandhubanyong and Miss NilratJarumanopas to hold the director position to replace the vacant positions because they are fully qualified with regards to proficiency, expertise, working experiences and others. They also do not have any prohibited characteristics pursuant to the Public Limited Company Act, the Law on Stock Exchange and Securities and the relevant notifications, requirements and/or regulations. 2. To assess performance of the Chief Executive Officer: The Committee has assessed annual performance of the Chief Executive Officer to be used for consideration on salary and annual bonus adjustment and to propose to the Board of Directors. 3. To consider draft budget on annual wages for 2015: For consideration method, the Committee divided draft budget into 2 parts, i.e. draft budget for salary and draft budget for bonus as per proposed by the management. Consideration result shall be used as framework for wage management for 2015. However, such draft budget consideration shall not include salary and bonus of the Chief Executive Officer. 4. To consider the nomination of the Chief Executive Officer to replace the retired Chief Executive Officer: The Committee has considered and resolved to nominate Mr. Kitti Jivacate to hold position of the Chief Executive Officer only with 5 year employment contract, beginning from January 1, 2015 because he is fully qualified with regards to proficiency, expertise, working experiences and others and to propose to the Board of Directors. The Committee considered bonus allocation and payment from the guidelines proposed by the management and deemed that the criteria, method and process used are transparent and appropriated.

The Committee considered salary of the Chief Executive Committee by comparing their annual performance with the business performance in 2014 including business performance in 2013 as well as comparing salary rate of 2014 with that of 2013 and salary rates in the market. Energy Transformation for Future 34

UAC Global Public Company Limited

In conclusion, the Nomination & Remuneration Committee has performed duties pursuant to the charter which has been approved by the Board of Directors and pursuant to the corporate governance principles and was of view that the Company has clear, transparent and fair criteria and methods for wage management which are in line with corporate governance principles and are beneficial to the Company.

(Miss Jeerapan Jinda) The Chairman of the Nomination & Remuneration Committee

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UAC Global Public Company Limited

General Information Name of Company Type of Business:

Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

Telephone Facsimile Web Site Corporate Secretary Investor Relations

: UAC Global Public Company Limited : The Company engages in business of import and distribution of chemicals and equipment used in various industries, i.e. offshore natural gas exploration and production, oil refinery, upstream petrochemicals, engine oil lubricant manufacturing plants, polymer and plastic manufacturing plant, chemical industrial plants, power and utilities plant as well as investment in alternative energy and utilities system. : 0107553000085 : 331,748,331 Baht : 277,111,038 Baht : 554,222,076 Shares : 0.50 Baht (Registration for the change of par value has been made on October 22, 2012) : No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700 : www.uac.co.th : 0-2936-1701 Ext. 118 Email: sajjaporn@uac.co.th : 0-2936-1701 Email: ir@uac.co.th

General Information of Subsidiary and Associated Companies Name of Company Shareholding Portion Type of Business

Telephone Facsimile

: UAC Hydrotek Company Limited : 50.003% : Production and distribution water for household and industrial zone : 0105554049345 : 10,000,000 Baht : 10,000,000 Baht : 100,000 Shares : 100 Baht : No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business

: UAC & TPT Energy Company Limited : 50.01% : Investment in Biogas plant for transportation and general indusry

Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

Energy Transformation for Future 36

UAC Global Public Company Limited

Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

: : : : : :

Telephone Facsimile

0105555167953 150,000,000 Baht 90,000,000 Baht 1,500,000 Shares 100 Baht No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

: : : : : : : : :

Telephone Facsimile

UAC Energy Company Limited 100% Investment in energy projects 0105556136130 70,000,000 Baht 46,000,000 Baht 700,000 Shares 100 Baht No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

: : : : : : : : :

Telephone Facsimile

Solar Energy Roof Power Company Limited 100% (Shareholding by UAC Energy Company Limited) Generating and distribution of electricity from Solar power 0105556138311 12,525,000 Baht 3,150,000 Baht 125,250 Shares 100 Baht No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business Registration No. Registered Capital Paid-up Capital Number of Shares Par value

: : : : : : : :

UAC TPT Pellets Company Limited 100% (Shareholding by UAC & TPT Energy Company Limited) Manufacturing and distribution of wood pellets 0105557187838 1,000,000 Baht 250,000 Baht 10,000 Shares 100 Baht

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UAC Global Public Company Limited

Telephone Facsimile

: No. 1, TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

: : : : : : : : :

Address of Head Office

Telephone Facsimile

Sebigas UAC Company Limited 49% (Shareholding by UAC Energy Company Limited) Engineering, Procurement and Construction of energy projects 0105556161801 14,000,000 Baht 14,000,000 Baht 140,000 Shares 100 Baht No. 1, TP&T Tower, 18th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 : 0-2936-1701 : 0-2936-1700

Name of Company Shareholding Portion Type of Business Registration No. Registered Capital Paid-up Capital Number of Shares Par value Address of Head Office

: : : : : : : : :

Telephone Facsimile

Bangchak Biofuel Company Limited 30% Production and distribution of biodiesel and by-products 0105551029246 281,500,000 Baht 281,500,000 Baht 2,815,000 Shares 100 Baht No. 28, Moo 9, Bangkrason Sub-district, Bangpain District, Pranakornsriayutthaya Province 13160 : 035-276-500 : 035-276-549

Name and Location of the Referenced Persons: 1) Share Registrar: Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Building Ratchadapisek Road, Klongtoey, Bangkok 10110 Telephone 0-0229-2800 2) Auditor

Miss Somjintana Pholhirunrat (CPA No. 5599) D I A International Audit Co., Ltd. 316/32 Sukhumvit Soi 22, Sukhumvit Road, Klongtoey Sub-district, Klongtoey District, Bangkok 10110 Telephone 0-2259-5300

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UAC Global Public Company Limited

Nature of Business UAC Global Public Company Limited (“the Company” or “UAC”) was founded on April 11, 1985 and listed in MAI Stock Market on October 11, 2010. Initially, the Company engaged in business of import and distribution of chemicals and equipment used in various industries, i.e. off-shore natural gas exploration and production, gas separation plant, oil refinery, upstream petrochemicals, engine oil lubricant manufacturing plant, polymer and plastic manufacturing plant, chemical industrial plant, power and utilities plant. In addition, the Company has expanded its business by investing in the projects related to renewable and alternative energy, for instance the production of compressed bio-methane gas (CBG) and the biodiesel plant through the associated company (Bangchak Biofuel Co., Ltd.) which is a joint investment with Bangchak Petroleum Public Co., Ltd. (“BCP”) including the petroleum product plant project in Sukhothai Province, the biogas power plant by using energy crops (Napier grass) as fuel including the study on the project development to invest in utilities business concerning tap water system of the subsidiary company. The Company emphasizes on conducting business under following vision and mission: Vision: The Company determines to be an environmental friendly operator of clean energy, petrochemicals and utilities and it shall maintain its national leadership and to be recognized at international level. Missions 5. To determine to engage business in clean and environmental friendly energy, petrochemicals and utilities beneficially to the country, environment and society, 6. To operate business by adhering to corporate governance principles by treating business partners fairly, transparently and anti-corruption. 7. To be responsible to shareholders by adding values to business continually and creating stable returns to the shareholders in the long run. 8. To determine to become a happy organization by taking into consideration the fair working environment and compensation and promotion of career path of the employees.

For more than 20 years of experiences, the Company’s business expanded continually by focusing on projects related to renewable and alternative energy. During the 2014 Annual General Meeting of Shareholders on April 4, 2014, the meeting approved to change the Company’s name from “Universal Adsorbents and Chemicals Public Company Limited” to “UAC Global Public Company Limited” to support present and future business operations. The Company registered the change in the Company’s name with the Ministry of Commerce on April 18, 2014.

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UAC Global Public Company Limited

Shareholding structure of Group of Company as at December 31, 2014

Subsidiaries 1.

UAC Hydrotek Co., Ltd. (“UAC Hydrotek”) (formerly UAC Utilities Co., Ltd.), a subsidiary of the Company, was established on April 8, 2011 with an initial registered capital of Baht 5,000,000. The Company originally held 99.99% of shares in this entity. Its objectives are to engage in production and supply of tap water for industrial use and for consumption, as well as supply and installation of relevant equipment. On March 26, 2012, UAC Hydrotek increased its registered capital from Baht 5,000,000 to Baht 10,000,000 by offering 50,000 newly issued shares partly to some of the existing shareholders and partly to Hydrotek Plc. (“HYDRO”). Therefore, the Company’s shareholding proportion in UAC Hydrotek was diluted to 49.997%, with the Company’s management holding 0.006% and HYDRO acquiring 49.997% of the total issued and paid-up capital of UAC Hydrotek

UAC & TPT Energy Co., Ltd. (“UAC TPT”), a subsidiary of the Company, was established on November 12, 2012 with an initial registered capital of Baht 1,000,000, divided into 10,000 ordinary shares at par value of Baht 100 per share. The Company originally held 99.997% of shares in this entity. Its objectives are to produce CBG to be used for electricity generation, transportation and general industries. On September 25, 2013, UAC TPT increased its registered capital by Baht 29 million from Baht 1 million to Baht 30 million for use as working capital and for investment in CBG project by offering newly issued shares partly to some of the existing shareholders and partly to TPT Thepprathanporn Co., Ltd. (“TPT”). Energy Transformation for Future 40

UAC Global Public Company Limited

Therefore, the Company’s shareholding proportion in UAC TPT was diluted to 50.0093%, with the Company’s management holding 0.0007% and TPT acquiring 49.990% of the total issued and paid-up capital of UAC TPT. On November 17, 2014, UAC TPT has increased its registered capital by Baht 120 million to Baht 150 million to support for investment in 2 biogas projects in Khon Kaen Province. 3.

UAC Energy Co., Ltd. (“UAC Energy”) was established on August 26, 2013 with an initial registered capital of Baht 1,000,000. The Company originally held 99.97% and the management held 0.03% of shares in this entity. Its objectives are to invest in energy-related business. On December 20, 2013, UAC Energy increased the registered capital by Baht 29 million from Baht 1 million to Baht 30 million, and on December 19, 2014, UAC Energy increased the registered capital by Baht 40 million to Baht 70 million with objectives for support the investment in solar PV rooftop projects of Provincial Electricity Authority and for capital increase in the associated company (SEBIGAS UAC Co., Ltd.). Two solar PV rooftop projects in Nonthaburi Province of UAC Energy have commenced their commercial operations and 2 projects in Samut Prakarn Province and Surat Thani Province are now under construction and it is expected that its commercial operation shall be on the second quarter of 2015. Total generating capacity of 4 projects is approximately 2 MW.

Solar Energy Roof Power Co., Ltd. (“SERP”) is an indirect subsidiary of the Company with shareholding of 99.20%. The Company acquired, through UAC Energy, ordinary shares of SERP from Sun Edison Energy (Thailand) Co., Ltd. on November 18, 2014. SERP has been awarded a solar PV rooftop project from Provincial Electricity Authority with total capacity of 752.4 kW to install on rooftop of rubber sheet factory of Wong Bundit Co., Ltd. in Khun Thale Sub-district, Surat Thani Province. Presently, it is under installation and it is expected to be completed by the second quarter of 2015.

UAC TPT Pellets Co., Ltd. (“UAC TPT PELLETS”), an indirect subsidiary of the Company with shareholding of 99.99% through UAC TPT, was established on December 25, 2014 with an initial registered capital of Baht 1,000,000. Its objective is to engage in business of wood pellets (briquette fuel) production and distribution.

Associated Company 1.

Bangchak Biofuel Co., Ltd. (“BBF”) is an associated company in which the Company holds 30% and Bangchak Petroleum Plc. (“BCP”) holds the rest 70% of shares. BBF is a producer and supplier of biodiesel which is liquefied fuel used as substitute mixture with some part of diesel oil obtained from petroleum process in order to produce various types of diesel oil such as biodiesel B5 or B10 and etc.

SEBIGAS UAC Co., Ltd. (“SEBIGAS UAC”), an associated company, is a joint venture between SEBIGAS S.p.A. (“SEBIGAS”) from Italy and UAC Energy Co., Ltd., with UAC Energy holding 49%, SEBIGAS holding 49% and a legal consulting firm holding 2%. SEBIGAS UAC was established on October 4, 2013 with an initial registered capital of Baht 4 million to engage in business of construction of biogas plants and provision of O&M services in Thailand and other Southeast Asian countries. Later, it has increased registered capital by Baht 10 million to Baht 14 million to be used as working capital to support its business operations. Energy Transformation for Future 41

UAC Global Public Company Limited

Significant developments and changes of the Company during the past 5 years: 2010

 Being an agent of SVT Engineering Consultants to provide consultancy and advisory services including provision of trainings on corrosion protection, vibration, acoustics and reliability engineering for off-shore natural gas exploration and production industry, refinery and petrochemical plants.  March 16, 2010, the project for production of compressed bio-methane gas (CBG) from pig excrement to be used as alternative fuel for vehicles of the Company has been approved from the Board of Investment (BOI).Privileges granted are exemption of corporate income tax on net profit for a period of 8 years commencing as from the date of earning operating income and a 50% reduction of corporate income tax of net profit derived from the promoted operations for a period of 5 years after the tax-exemption period ends. This project is located in Mae Tang Subdistrict, Mae Tang District, Chiangmai Province.  April 1, 2010, the Board of Directors’ Meeting No. 2/2010 resolved to approve the Company to dispose all of investment money, amounting to 0.12 million Baht that it holds in Thai Cyber Info Co., Ltd. to the third party.  April 22, 2010, the 2010 Annual General Meeting of Shareholders has solutions to approve the privatization of the Company and the new name is “Universal Adsorbent and Chemicals Public Limited Company” and also approved to increase registered capital from Baht 120 million to Baht 150 million Baht by issuing 30 million common shares at par value of 1 Baht for public offering for the first time.  In addition, the Annual General Meeting of Shareholders also has resolution not to pay the dividend payment for 2009 but the Company by the Board of Directors may consider on interim dividend payment later, as appropriated.  May 14, 2010, the Company has entered into the Memorandum of Understanding for “Experiment Project for Development of Biogas from Animal Excrement for Communication in Chiangmai Province” with PTT Public Co., Ltd. (PTT). PTT shall purchase CBG from the Company to sell as fuel for vehicle to the PTT gas stations to replace usage of Natural Gas for Vehicles (NGV) in the areas which are far from the natural gas pipeline and main NGV gas stations.  October 11, 2010, trading activity of the Company’s shares has begun in MAI Stock Market for the first day.

2011



 

April 8, 2011, UAC Utilities Co., Ltd. (subsequently on March 26, 2012, its name has changed to “UAC Hydrotek Co., Ltd.), the Company’s subsidiary, has been established with initial registered capital of 5 million Baht, which can be divided into 50,000 common shares, at par value of 100 Baht. The Company holds 99.99 percent of its shares to support the investment in utilities business. April 2011, the Company has entered into the Compressed Bio-methane Gas (CBG) Purchase and Sales Agreement with PTT Public Co., Ltd. October 2011, the Company has increased its paid-up capital from

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UAC Global Public Company Limited



2012



2013



150,000,000 Baht to be 172,499,998 Baht, by paying stock dividend to the shareholders at the rate of 20 existing shares to 3 stock dividends, at par value of 1.00 Baht, for total 22,499,998 shares, or accounting for dividend payment rate of 0.15 Baht per share. November 2011, the Company received the Letter of Intent from SIAM MOECO Ltd. (SML) to confirm intention on jointly development in gas utilization project. Approve for capital increase in UAC Hydrotek Company Limited (“UAC HYDRO”) from Baht 5 million to Baht 10 million to be used as working capital and for preparation for investment in tap water production project and approve Hydrotek Public Company Limited to purchase shares accounting for shareholding proportion of 49.997%. The Extraordinary General Meeting of Shareholders No. 1/2012 on June 27, 2015 has resolution to approve the investment in the Petroleum Production Project (PPP), consisting of compressed natural gas (CNG), liquefied petroleum gas (LPG) and natural gasoline (NGL). This project is located in Sukhothai Province and the total investment is approximately Baht 620 million. Construction project of CBG production from pig excrement to use as alternative fuel for cars, located in Mae Tang, Chiangmai Province, has been completed. The Extraordinary General Meeting of Shareholders No. 2/2012 dated October 19, 2012 has resolution to approve a change of par value from Baht 1.00 to Baht 0.50 and also approved to increase the registered capital from Baht 198,374,739 to Baht 276,474,739, by issuing 156,200,000 new common shares, at par value of Baht 0.50, to offer to existing shareholders and general public and to support issuance and offering of warrants. The Company offered 39.7 million capital increase shares to the existing shareholders already and has registered a new registered capital with the Ministry of Commerce on December 4, 2012. Therefore, the Company’s total paid-up capital amounted to Baht 218,224,739, dividing into 436,449,478 common shares, at par value of Baht 0.50. The Company has submitted 20 proposals to request for the supporting fund from the Energy Conservation Promotion Fund (the “Fund”) in the “5th Biogas Technology Promotion Project for the Industrial Plants for 2012 (“the Project”)” of the Energy Policy and Planning Office, Ministry of Energy. Ten biogas projects of the Company have been approved for fund allocation, and ten biogas projects of UAC & TPT Energy Co., Ltd. are now under consideration of the Energy Policy and Planning Office, Ministry of Energy and it is expected that the consideration shall be concluded within January 2013. The Company offered capital increase shares to general public and investors not exceeding 24,300,000 shares at par value of Baht 0.50 with offered price at Baht 7.90. Such increased capital has been registered with the Ministry of Commerce on January 15, 2013. Hence, new paid-up capital is now amounting to Baht 230,374,739, dividing into 460,749,478 shares at par value of Baht 0.50.

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

The Company requested the Stock Exchange of Thailand to accept 92,149,503 UAC-W1 as the registered securities and the first trading day was February 15, 2013. The holders of UAC-W1 can exercise their right on the last working day of March, June, September and December of each calendar year. The last exercise date of UAC-W1 is January 31, 2016 with exercised price at Baht 7.50 per share and exercise rate is 1 unit per 1 share.  On February 15, 2013, Prime Minister Yingluck Shinawatra and the cabinet including Chiangmai Governor presided over the opening ceremony of CBG Project for Communication of the Company, which is the first of its kind in Thailand. This project is located at Mae Tang District, Chiangmai Province.  March 26, 2013, the Company arranged a plant visit activity by inviting the shareholders to study business operation of Bangchak Fuel Co., Ltd. to make them understand about nature of business of the Company’s joint venture.  May 3, 2013, the Company paid dividend payment to its shareholders at the rate of Baht 0.11112 per share, with total dividend payout of Baht 51,198,482 or accounting to 60.88 % of its total net profit after taxes and all required legal reserves. Dividend paid to shareholders of the Company consisted of stock dividend which was paid at ratio of 5 existing shares to 1 stock dividend (or Baht 0.10 per share) and cash dividend which was paid at ratio of Baht 0.01112 per share (in case any shareholder held the indivisible share remaining after such allocation, the dividend was paid in cash in the amount of Baht 0.10 per share). Such payment of stock dividend resulted in a right adjustment of UAC-W1 to maintain return benefits of UAC-W1 holders not to be lower than the current one. The new exercise price was 6.25 Baht per share and exercise ratio was 1 warrant: 1.20 shares (any fraction has been disregarded). The effective date was April 1, 2013.  The meeting of the Board of Directors No. 7/2013 on August 9, 2013 resolved to increase registered capital of UAC and TPT Energy Co., Ltd. for Baht 29 million which made its total registered capital amounted to Baht 30 million by offering capital increase shares to some of the existing shareholders and offering to TPT Thepprathanporn (“TPT”). Therefore, the Company’s shareholding proportion was reduced to 50.0093 percent. The shareholding proportion of the Company’s management is 0.0007 percent and shareholding proportion of TPT is 49.990 percent of the issued and paid-up shares amounting to Baht 30 million.  The Board of Directors resolved to approve the additional investment in 3 more biogas projects at Mae Tang district, Chiangmai Province, Doilor district, Chiangmai Province, and at Poopaman district, Khon Kaen Province.  The Company signed Joint Venture Agreement with SEBIGAS S.p.A (“SEBIGAS”), an Italian company. SEBIGAS engages in electrical energy and biogas production business. It also has expertise in construction of biogas plant for more than 50 projects in Europe. The name of a newly joint venture is SEBIGAS UAC Co., Ltd. and it was established on October 4, 2013 with initial registered capital of Baht 4 million to engage in business Energy Transformation for Future 44

UAC Global Public Company Limited



2014



 



concerning construction of biogas plant and O&M services within the country and foreign countries in the South East Asia region. Three solar PV Rooftop proposals of UAC Energy Co., Ltd., a subsidiary, with total generating capacity of 1.3 MW have been selected by Metropolitan Electricity Authority. It shall rent areas on rooftop of Bangkok Dec-Con Public Co., Ltd. and Saha Thai Steel Pipe Public Co., Ltd. On December 31, 2013, UAC-W1 holders notified their intention to exercise their rights for 1,139,033 units, or accounting for the Company’s shares of 1,307,680 shares, amounting to 8,542,737.50 Baht. There are 91,010,470 remaining warrants, which made the registered capital of the Company amounted to 277,102,419.50 Baht, dividing into 554,204,839 ordinary shares at par value of 0.50 Baht. The 2014 Annual General Meeting of Shareholders approved to change the Company’s name from “Universal Adsorbents & Chemicals Public Company Limited” to “UAC Global Public Company Limited” and the Company registered the change in the Company's name and address with the Ministry of Commerce on April 18, 2014. The following projects of the Company began to commence their commercial operation:  Petroleum Production Plant (PPP) in Sukhothai Province commenced its commissioning test in January and began to supply some of LPG and NGL in May.  Two Solar PV Rooftop projects which were installed at Bangkok Deccon Public Co., Ltd. began commercial operation in August and December, respectively. UAC Energy Co., Ltd., a subsidiary, acquired Solar Energy Roof Power Co., Ltd., which received the concession to sell electricity from solar energy to Provincial Electricity Authority with total generating capacity of 752.4 KW from Sun Edison Energy (Thailand) Co., Ltd. The Company has established a new subsidiary, UAC TPT PELLETS Co., Ltd., to produce and sell wood pellets. The Board’s meeting has resolutions to approve on investment in the following alternative energy projects:  Biogas project at Poopaman District, Khon Kaen Province (2nd Project).  Gas pipeline construction project from Sao Sathien Oil Well to increase feedstock for PPP Plant.  Construction project of wood pellet production plant in biogas project areas of UAC TPT at Poopaman District, Khon Kaen Province.  Solar PV Rooftop project of Solar Energy Roof Power Co., Ltd. by renting rooftop areas of Wong Bundit Company Limited at Khun Thalae Sub-district, Surat Thani Province. The following subsidiaries and associated company have increase their capital to support business and investment in various projects:  UAC TPT from Baht 30 million to Baht 150 million,  UAC Energy from Baht 30 million to Baht 70 million,  SEBIGAS UAC from Baht 4 million to Baht 14 million. On December 31, 2014, UAC-W1 holders notified their intention to exercise their rights for 14,365 units, or accounting for the Company’s

Energy Transformation for Future 45

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shares of 17,237 shares, amounting to Baht 107,731.25. There are 90,966,105 remaining warrants, which made the registered capital of the Company amounted to Baht 277,111,038, dividing into 554,222,076 ordinary shares at par value of Baht 0.50 Baht. Details on business operations of the Company and its Subsidiaries are as follows: Import and Supply of Chemicals and Equipment for Industrial Use The Company engages in business of import and distribution of chemicals and equipment used in various industries, i.e. off-shore natural gas exploration and production, gas separation plant, oil refinery, upstream petrochemicals, engine oil lubricant manufacturing plants, polymer and plastic manufacturing plant, chemical industrial plant, power plant and utilities system. Almost of the Company’s products have been supplied within the country through sale channels by sales teams who have skills and expertise in each group of products who can provide recommendations, plan about application of products which are corresponding to requirements of the customers, including provision of after sales services. Most of the Company’ customers are large infrastructure industrial manufacturers of the country, such as oil refinery, gas separation plant and petrochemical plants and more. The Company is a distributor of more than 30 world’s leading manufacturers and domestic manufacturers, i.e. UOP LLC, PALL Corporation and TOC GLYCOL and the products supplied include adsorbent and molecular sieve products, filtration products and etc. since 1995 continually including at present time. The Company is also a distributor of Monoethylene Glycol (MEG) and Diethylene Glycol (DEG) to be used in painting industries and solvents in textiles industries, plastic pellet, bottle and resin production plants since 2006 including at present time. Additionally, the Company is also a distributor of various manufacturers for supplying catalyst, additives and chemicals in petrochemical industry, lubricant oil production industry, production of lubricant oil for metal works, glue manufacturing, bio-diesel production and vegetable oil production and more. Products and services The Company engages in business of import and supply of chemicals and equipments used in various industries, such as, natural gas exploration and projection industry, petroleum refinery, lubricant oil production plant, polymer and plastic industrial plant, chemical industrial plant, power plant and utilities and etc. Products and services supplied by the Company can be classified into 4 groups according to nature of business and services of the customers as follows:

Products in Energy and Petroleum Group, such as :  Off-shore natural gas production, refineries and upstream petrochemicals group  Liquid chemicals, refinery and petrochemicals  Power & utilities  Emission & waste management

Product in Industrial Group, such as:  Chemical and solvent products  Base oil and additives

Energy Transformation for Future 46

UAC Global Public Company Limited

3) 4)

Other products, i.e. crude glycerin and other export products Provision of services, such as consultancy and coordination services for design of manufacturing process, refineries, petrochemical refineries plant and other industries, including service on turnkey construction and installation for all type of industrial plants.

Warehouse and transportation of products to customers The Company has 2 warehouses with details as follows: 1. Rental warehouse located at No. 999 Moo 4, Soi Sermmit 99, Sukhumvit Road, Bangpoo Sub-district, Muang Samutphrakan District, Samutphrakan Province. It has been rented from a juristic person who is related to the Company with lease team of 3 years from January 1, 2013December 31, 2015. It is a warehouse building with utilization areas of 2,200 square meters on areas of 2 rais to store stocks of products and chemicals. Packages of chemicals stored in the Company have various sizes and all of them have Certificate of Acceptance (COA) from the manufacturers and are pending for delivery to the customers. 2. Rental warehouse located atNo. 613/13, Songkhla-Chana Road, Moo 2, Pawong Subdistrict, Muang District, Songkhla Province. It comprises of 1 warehouse building with approximately 300 square meters. It has been rented from the third party with lease team of 3 years, from March 1, 2014-February 28, 2017 to store chemical stock for customers in off-shore exploration group and natural gas production business group in the Gulf of Thailand. The Company supplies products from such warehouses to its customers by using various sizes of trucks hired from the third party transportation operators which have been registered to certify safety operation under the standards of Department of Industrial Works. For safety of the warehouse, the Company has employed security guards to station at the warehouse 24 hours a day. Hazardous chemicals shall be divided by chemical type and stored as per prescribed by laws with the hazardous control officer in the warehouse. The Company shall not allow any third party or any person even its employees whose duties are not related to such warehouse to enter into the warehouse without a permit. In addition, the Company has executed an insurance to cover goods stored in the warehouse in case of accident during storage period or from operations as well as having insurance for goods during transportation to the customers as well. Quality and standards of products supplied The Company places importance on quality and standards of the products supplied to ensure that they are in compliance with specifications agreed with the customers. Chemicals that the Company orders from the manufacturer shall be packed in closed drum with Certificate of Acceptance (COA) from the manufacturer before they are shipped to the Company. The Company shall supply such chemicals in closed drum with COA to the customers without opening the drum to ensure that the customer shall receive products with complete quality and standards from the manufacturers. In case the chemicals are transported in bulk and not in a closed drum, when they arrived at the port, they shall be inspected by the Surveyor employed by the Company on the ship (before disembark from the ship), and its quality shall be inspected once again after they have been transported into the storage tank. Energy Transformation for Future 47

UAC Global Public Company Limited

In addition, the Company has been certified on ISO 9001:2008 Quality Management System Standards from SGS (Thailand) Co., Ltd. for import and distribution of chemicals, adsorbent, catalysts, filter and equipment used in oil, energy, petrochemicals and utilities business. Characteristics of the customers and target customers The Company’s customer groups are manufacturers in various industries which need chemicals and equipment to use in their production process. Main customer groups of the Company are the manufacturers in infrastructure industries of the country, i.e. gas separation plant, oil refinery, petrochemicals and etc. Products sold by the Company can be used variedly, depending on application requirements of the customers. Target customers can be divided by service & products characteristics into 4 groups as follows: Product and Service Groups 1. Products in Energy and Petroleum Group  Offshore, refinery and upstream petrochemicals

 Liquid chemicals, power &utilities

 Emission & waste management

Target Customers

Drilling and production unit of natural gas and petroleum products both onshore and offshore, gas separation plant, petrochemical plants, ethylene plant, aromatics plant and contractors of oil refinery and petrochemicals plants. Oil refinery, petrochemical plant, plastic pallet plant, aromatics plant, olefins plants, power plant and tap water production plant. All types of industrial plants

2. Products in Industrial Group - Chemical and solvent products

- Base oil and additives

3. Other products, i.e. crude glycerin and other products 4. Service provision - Provision of consultancy and coordination services for design of manufacturing process. - Turnkey construction and installation

Intermediate chemicals plant which produce chemicals for continuous industries, such as production plant for shampoo, fabric softener, detergent; paint, cement and printing ink industry and etc. Lubricant mixing plant, biodiesel production plant, glue manufacturing plant, vegetable oil production plant, metal lubricant oil production plant and etc. Pure glycerin production plants in foreign countries.

Groups of refineries & petrochemical plant, alternative energy & renewable energy All types of industrial plants

Energy Transformation for Future 48

UAC Global Public Company Limited

The Company always has good relationship with the customers and new products has been sought continually to respond to the customers’ needs. Apart from selling various types of products and equipment, the Company also provides related consultancy and after-sales-services to the customers. The Company places importance on delivery of product on time and commits to improve work operations continually by conducting satisfactory survey with the customers regularly, and the results gained shall be used to improve our operation. The Company also provides suggestions and jointly plans with the customers to enhance efficiency of service provision, as well as completely complies with conditions, criteria and requirements of the customers, so the Company has always been trusted by the customers. Pricing policy Pricing policy used by the Company is cost plus pricing and selling price must be flexible pursuant to market prices of each type of products. Most of chemicals products supplied by the Company are products of crude oil refinery process and petrochemical productions. Pricing mechanism of products or product costs of the Company shall be defined and fluctuated by pricing condition of oil and petrochemicals. Consequently, product pricing must be flexible and suitable with nature of each product, target group of customer, quantity and value of purchasing order and it must also be able to compete with other competitors in the market and at the same time it must be able to maintain adequate margin to support expenses on sales, management and operations. Distribution and distribution channel Almost of the Company’s products are sold within the country by the Company’s sales team who work in head office in Bangkok and branch office in Rayong Province. Sales team shall divide responsibility into each product group, and shall contact, take care of customers’ requirements and present products directly. They also contact with the manufacturers or the business partners continually, so that demand of the customers shall be acknowledged in advance including details of products, tendency of quantity and pricing in the manufacturer’s market, for purposes of effective planning and fixing of product price. Most of the products supplied by the Company have received purchase order from the customers in advance with preparation period for purchasing and delivery process as per agreed schedule. The customers usually specify their requirements, standards, sources or manufacturers for the Company, so that the Company can procure the products in accordance with their requirements, including propose price and sales conditions in bidding nature. Most of the products supplied are products which are made from the manufacturers trusted by the customers and corresponding to the customers’ production process standards which they have to use them continually. Procurement of products and services Most of the products supplied by the Company have been imported from many manufacturers in foreign countries and most of them are world-class manufactures of leading chemicals products and equipment used in oil refinery and petrochemicals industries. The Company has a policy to focus on distribute and being a distributor of the products with good quality and standards that conform to requirements of the customers, with clear process on selection of product, COA, source and details of products, i.e. type of chemicals, chemicals compounds, chemical Energy Transformation for Future 49

UAC Global Public Company Limited

hazardous preventive and corrective action and etc. The business partners who supply the products to the Company must register with the Company and the Company shall regularly review such list for effective operations and creation of confidence on the product supplied. The Company plans about purchase order for products to be supplied to the customers in advance in the appropriated amount by taking into consideration market trends, requirements of the customers in each period and inventory amount. Reasons are that the Company can prepare products adequately for such supply, can reduce loss from opportunity loss due to shortfall amount of inventory or inability to supply products on time and sufficiently with the customers’ demand. At the same time, the inventory kept in the warehouse must be controlled in suitable level and it should not be kept in warehouse for a lengthy period of time that it can cause burdens to the Company. The Company is a distributor and agent of products in each product group for the following manufacturers: Product and Service Group 1. Product in Energy and Petroleum group - Offshore, refinery and upstream petrochemicals

Manufacturer/Distributor

UOP LLC PALL Corporation Filtration and Separations (Thailand) Ltd. INEOS Oxide Nikki Universal Co., Ltd.

Liquid chemicals, power &utilities

UOP LLC Nippon Ketjen Co., Ltd. Albemarle Asia Pacific Dorf Ketal Chemicals PALL Corporation Filtration and Separations Brüel & KjærVibro A/S



Emission & waste management

Donau Carbon Nikkei Universal

2. Products in Industrial Group - Chemical and solvent products

Base oil and additives

3. Other products, i.e. crude glycerin and sales of other products.

TOC Glycol Co., Ltd. INEOS Oxide Clariant Chemical Neste Oil (Suisse) S.A. Daelim Corporation Clariant Chemical Nikkei Universal Bangchak Biofuel Co., Ltd.

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UAC Global Public Company Limited

4. Provision of services, - Provision of consultancy and coordination services for design of manufacturing process - Turnkey construction and installation

UOP LLC Vogelbusch GmbH PALL Corporation Filtration Sepearation

Investment in renewable energy industry 1) Compressed Bio-methane Gas (CBG) The Company’s CBG project is located in Mae Taeng District, Chiang Mai, on the leased land within a pig farm of Mongkol and Sons Farm Co., Ltd. (which is not a connected person of the Company) covering an area of 11 rai 1 ngan. CBG produced from waste from such pig farm is used as fuel for vehicles to replace NGV. The construction of this project has been completed and it can produce CBG which has qualification equivalent to NGV for vehicles pursuant to the notification of the Department of Energy Business. Its production capacity is approximately 6 tons per day or approximately 2,160 tons per year. The Company supplies all of CBG produced from the Company to PTT Public Co., Ltd. PTT shall resell CBG to the PTT gas stations which are located in areas closed to the Company’s plant. The Company has entered into the contract to produce CBG for deliver and sale to PTT for a period of 15 years. In addition, the project has been granted promotional privileges from the Board of Investment on March 16, 2010. Privileges granted are exemption of corporate income tax on net profit for a period of 8 years commencing as from the date of earning operating income and a 50% reduction of corporate income tax of net profit derived from the promoted operations for a period of 5 years after the tax-exemption period ends. The Company realized revenues from sales of CBG at its plant in Mae Tang Plant, Chiangmai Province since August 2013. CBG has been certified on ISO 9001:2008 Quality Management System Standards from SGS (Thailand) Co., Ltd. since May 2014. Characteristics of products or services Compressed Bio-methane Gas or CBG is produced by improving quality of biogas by reducing carbon dioxide (CO2), hydrogen sulfide (H2S) and humidity until amount of methane has increased. Its qualification is equivalent to Natural Gas for Vehicle (NGV) or Compressed Natural Gas (CNG) which has biogas production system then compressed it in high pressure tank to be used as fuel for vehicle to replace usage of NGV. CBG produced by the Company has qualifications equal to those of NGV pursuant to the notification of the Department of Energy Business. CBG production of the Company is one of the renewable projects which support renewable energy usage pursuant to the main policy of Ministry of Energy due to high cost of natural gas for vehicle in areas far from natural gas pipeline and shortage problem of NGV in northern and north eastern regions because demand of NGV in such regions have increased. Consequently, the Ministry of Energy has to accelerate policy on enhancement of energy security by supporting and encouraging the research and development of renewable energy technology development and clean energy which uses new technology as well as to conduct research on usage of biogas to produce compressed bio-methane gas for vehicle to replace NGV on transportation sector. The Company, with the support from Department of Alternative Energy Development and Efficiency (DEDE), Ministry of Energy, jointly with Energy Research Center of Mae Jo University arranged “Development of Biogas from Pig Energy Transformation for Future 51

UAC Global Public Company Limited

Farm for Transportation” on 2011 to install CBG production system at Mae Taeng District, Chiangmai Province. Location of the Project

Location of the project in Mae Tang District, Chiangmai Province The first CBG project of the Company is located in Mae Tang District, Chiangmai Province. It is approximately 2 kilometers far from the communities and located on the leased land with areas of 11 rai 5 ngan in the pig farm of Mongkol and Sons Farm Co., Ltd. (which is not the connected person of the Company). The Company has entered into the lease contract on August 1, 2011 with term of 18 years (August 1, 2011 to July 31, 2029). It has been designed to have production capacity of approximately 6 tons per day or approximately 2,160 tons per year. Besides from generating income and net profit to the Company, this project can increase options to the vehicle users and it is also beneficial to the country as it is the production of alternative energy to replace usage of other natural resources, i.e. fuel oil and natural gas. It also makes benefits from the recycling waste or pig excrement, so it can entirely help reduce pollution and waste incurred from the pig farm which impact to the environment and the communities. Characteristic of the customers and target customer Direct customer of the Company is PTT Public Co., Ltd. (PTT) only because the CBG project has initiated with the cooperation with PTT due to the restrictions of PTT on expansion of NGV gas stations which must be located around the natural gas pipeline areas and high transportation cost when transporting NGV to the remote areas. On May 14, 2000, the Company and PTT have entered into the Memorandum of Understanding in the “Experiment Project for Development of Biogas from Animal Excrement for Communication in Chiangmai Province” with PTT to produce CBG for usage in vehicle in replacement of NGV. The Company and PTT signed in CBG purchase and sales agreement on April 5, 2011 where PTT shall purchase CBG from the Company in the appropriated price to resell as fuel for vehicle to the PTT gas stations in the areas which are far from the natural gas pipeline and the main NGV gas stations for 15 years. Pricing policy Pricing of CBG is pursuant to the pricing formula jointly determined in the CBG Purchase and Sales Agreement between the Company and PTT by referring to the main factors, such as prices of fuel oils, inflation rate and electricity charge and etc. Energy Transformation for Future 52

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Distribution and distribution channel The Company shall sell all of CBG produced from CBG plant in Mae Tang District, Chiangmai Province to PTT only. The Company has entered into the contract to produce CBG for deliver and sale to PTT for a period of 15 years. PTT shall purchase all of CBG produced at the prices specified in the agreement to resell to the PTT gas stations which are located in areas closed to the Companyâ&#x20AC;&#x2122;s plant.

Production Process

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2) Petroleum Production Project (PPP) The Company invested in the Petroleum Production Project (PPP) in Sukhothai Province. The production process uses residue gas which is by-product from oil drilling from Burapa-A production platform of Siam Moeko Co., Ltd. (which is not the connected person of the Company) that obtains the petroleum concession in Burapa source, Kongkrailat District, Sukhothai Province from the Ministry of Energy to transform into various petroleum products which can be used as fuels, such as 1) Compressed Natural Gas (CNG), 2) Liquefied Petroleum Gas (LPG) and Natural Gasoline (NGL). The project has a combined production capacity of approximately 19,681 tons per year, comprising CNG for 12,036 tons per year, LPG for 6,300 tons per year and NGL for 1,345 tons per year. Investment for this project is approximately 620 million Baht. The commissioning test has been commenced since January 2013 and selling of LPG and NGL has been started since May 2014, while CNG has been started since November 2014. Characteristics of products or services The production process uses residue gas which is by-product from oil drilling from Burapa-A production platform of Siam Moeko Co., Ltd. which obtains petroleum concession in Burapa source, Kongkrailat District, Sukhothai Province from the Ministry of Energy to transform into various petroleum products which can be used as fuels, such as 1) Compressed Natural Gas (CNG), 2) Liquefied Petroleum Gas (LPG) and Natural Gasoline (NGL). The Company has realized sales income from the second quarter of 2014. The production process of petroleum product from the plant at Kongkrailat District, Sukhothai Province uses benefits from residue gas which is by-product from oil drilling from Burapa-A production platform of Siam Moeko Co., Ltd., hence, it can help reduce pollution and destruction of environmental conditions which have impact to the communities and the environment located in nearby areas. Location of the Project

Location of the Project at Kongkrailas District, Sukhothai Province

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Pricing policy Pricing is pursuant to the pricing formula jointly determined in the Purchase and Sales Agreement between the Company and the purchaser, which is PTT Public Co., Ltd., a fuel trader pursuant to Section 7 of Fuel Trade Act B.E. 2543 (2000) by referring to the main factors, such as prices of fuel oils, inflation rate and electricity charge and etc. Distribution and distribution channel The Company shall sell all of CNG produced from PPP plant in Kongkrailat District, Sukhothai Province to PTT Public Co., Ltd. only. The Company has entered into the contract to produce CNG for deliver and sale to PTT at the prices specified in the contract. The Company sells LPG to the fuel trader pursuant to Section 7 and sells NGL to the domestic operators of solvent.

Energy Transformation for Future 55

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Production Process

3) Production and distribution of biodiesel Bangchak Biofuel Company Limited (BBF) is an associated company which engages in business of production, distribution and sales of biodiesel (B100) which is liquefied fuel to be used as mixture with some part of diesel oil obtained from petroleum production process to produce various types of biodiesel fuels, i.e. Biodiesel B7 or B10 and etc. Bangchak Biofuel has been granted investment privilege from the Board of Investment under biodiesel production business, activity 1.26: Manufacture of alcohol or fuel from agricultural products including scrap, garbage and/or waste pursuant to promotion certificate no. 1485(9)/2551 on October 17, 2007. The important privilege granted is exemption of corporate income tax on net profit for a period of 8 years commencing as from the date of earning operating income. Bangchak Biofuel has commenced its commercial operation in December 2009 to produce biodiesel. Its plant site is located closed to Bang Pa-In Tank Farm of BCP in Phra Nakorn Sri Ayudhya Province. Its main raw material is crude palm oil which must undergo chemical process called transesterification process by making palm oil interact with alcohol, i.e. methanol with as alkaline as catalyst until it generates ester which has property closed to diesel called “biodiesel” or “B100”. At present, the plant has expanded its production capacity at its maximum level which equal to 360,000 liters per production day in order to respond to the increased demand of biodiesel. This plant also has crude glycerin (minimum 80% purity), by-product from biodiesel production process, approximately 36,000 liters per production day which shall be used to produce the products in upstream industry of other chemical products apart from usage in food, medicine and cosmetics industry.

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All of biodiesel products produced from Bangchak Biofuel are supplied within the country and most of them are supplied to BCP, its parent company, to mix with diesel oil at various ratios to further supply to oil users and the remaining portions shall be supplied to other oil traders. According to B100 Biodiesel purchase and sales contract between Bangchak Biofuel and BCP, BCP is obligated to purchase at least 60 percent of total biodiesel products produced by Bangchak Biofuel. While crude glycerin, a by-product of biodiesel production, shall be sold to the major traders both within and outside the country including the Company. It is expected that demand of biodiesel shall be increased in the future which is in line with increasing direction on biodiesel oil usage and pursuant to policy of the public sectors which encourage on usage of biodiesel and alternative energy on continued basis. In 2014, the Company has invested in construction of the 2nd plant which is located in the same area of the 1st plant by increasing its generating capacity to 450,000 liters per production day to support such demand. It is expected that the 2nd plant shall be completed and realized its income in 2016 which shall make total capacity reach 810,000 liters. 4) Generation and distribution of electricity UAC Energy, the Companyâ&#x20AC;&#x2122;s subsidiary, invested in 4 construction projects of solar power from Solar PV Rooftop with Metropolitan Electricity Authority and Provincial Electricity Authority. Two of 4 projects in Nonthaburi Province have commenced commercial operation with total generating capacity of 300 MWp and have recognized revenue since the 3 rd of quarter of 2014. While the other 2 projects which have total generating capacity of 1.7 MWp and are located in Samut Prakarn Province and Surat Thani Province are now under construction process. It is expected revenue from these 2 project shall be recognized around the 2nd quarter of 2015. Location of the Project

It is located on rooftop of Bangkok Dec-con Public Co., Ltd. in Nonthaburi Province

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Pricing policy Pricing policy of electricity shall be as per specified by Metropolitan Electricity Authority or Provincial Electricity Authority which shall be Feed in Tariff (FIT) throughout the contract term of 25 years. 5) Electricity generation from biogas by using energy crops (Napier grass) The Company invested in 1 construction project of electricity generation from biogas by using energy crops (Napier glass) as fuel in Mae Tang District, Chiang Mai Province. Its generating capacity is 1 MWp and it is expected that it shall be completed and can start its commissioning test within the 2 quarter in 2015. In addition, UAC TPT also invests in 2 projects in Phu Pha Man District, Khon Kaen Province which are now under construction process. Generating capacity of each project is 1.5 MWp. It is expected that they shall be completed and can start commissioning test within the 3 rd quarter of 2015. Total generating capacity of 3 projects are therefore 4.5 MWp which shall be supplied to Provincial Electricity Authority on Feed in Tariff (FIT) basis pursuant to the prices specified by the government agency. 6) Engineering, Procurement and Construction (EPC) Business SEBIGAS UAC Co., Ltd. (SEBIGAS UAC), a joint venture between SEBIGAS S.p.A. (“SEBIGAS”) from Italy and UAC Energy Co., Ltd. SEBIGAS engages in electrical energy and biogas production business, as well as has expertise on biogas construction plant for more than 50 projects in Europe. This joint venture was established on October 4, 2013 to engage in business of construction of biogas plants and provision of O&M services in Thailand and other Southeast Asian countries. Current projects of SEBIGAS UAC are:  1 Biogas project in Northern region of UAC Global Public Co., Ltd.  2 Biogas projects in North-eastern region of UAC and TPT Energy Co., Ltd., the subsidiary.  4 Solar PV Rooftop projects for Metropolitan Electricity Authority and Provincial Electricity Authority of UAC Energy Co., Ltd., the subsidiary.

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Revenue Structure (Unit: Million Baht) Type of Incomes

2012 Amount

2013 %

Amount

2014 %

Amount

Income from Sales

1. Product in Energy and Petroleum Related Business Group

460.54

54.11

517.41

48.45

675.09

62.88

2. Products in Industrial Business Group

242.58

28.50

197.06

18.45

178.31

16.61

3. Other Products1/

31.58

3.71

64.54

6.04

45.85

4.27

4. Provision of Services 5. Construction Contract and Installation Services2/

64.60

7.59

47.82

4.48

47.13

4.39

12.52

1.47

150.80

14.12

26.85

2.50

0.30

0.03

1.04

0.10

17.69

1.65

0.66

0.06

6. Income from Biogas Plant 7. Income from Petroleum Production Plant 8. Income from Electricity Total Incomes from Sales and Services Other Incomes3/ Total Proceeds from Dividend Received Total Incomes

811.82

95.39

977.93

91.58

992.62

92.45

8.91

1.05

12.22

1.14

18.95

1.76

820.73

96.44

990.15

92.72

1,011.57

94.21

30.31

3.56

77.75

7.28

62.13

5.79

1,067.90 100.00

1,073.70

100.00

851.04 100.00

Energy Transformation for Future 59

100.00

2012

0.00

2013

Proceeds from Dividend Received

Other Incomes

Income from Electricity

Income from Petroleum Production Plant

Income from Biogas Plant

Construction Contract and Installation Services

Provision of Services

Other Products

Products in Industrial Business Group

Product in Energy and Petroleum Related Business Group

UAC Global Public Company Limited

700.00

600.00

500.00

400.00

300.00

200.00

2014

Energy Transformation for Future

UAC Global Public Company Limited

Industrial and Competitive Conditions Industrial Conditions The Company engages in business of import and distribution of chemicals and equipment used in various industries. Most of the Company’s products are sold to the customers in the group of oil refinery, off-shore natural gas exploration & production and upstream petrochemicals. Moreover, the Company is now investing in the renewable energy industry project concerning the production of compressed bio-methane gas (CBG) to be used as vehicle fuel to replace natural gas for vehicles (NGV) and petroleum production plant to produce compressed natural gas (CNG), liquefied petroleum gas (LPG) and natural gasoline (NGL). Therefore, the Company’s business operation directly relates to the growth of such industries and the Energy Situation in Thailand as well. Energy Situation in Thailand 2014 (Preliminary) (Source: Department of Alternative Energy Development and Efficiency, Ministry of Energy) Energy Production Energy production in 2014 was 78,741 kilo ton of oil equivalent (ktoe), an increase of 12.9% from the previous year. Commercial energy production contributed 67.7% of the total energy production and renewable energy & other energy and traditional RE contributed 15.6% and 16.7% respectively. Quantity (ktoe)

Energy Production 2012 74,467 53,435 7,444 4,754 36,006 4,500 731 9,281 11,751

2013 69,754 53,395 7,363 4,635 36,398 4,509 490 7,907 8,452

Growth (%) 2014P 78,741 53,341 6,906 4,622 37,035 4,324 454 12,281 13,119

2013 (6.3) (0.1) (1.1) (2.5) 1.1 0.2 (33.0) (14.8) (28.1)

2014P 12.9 (0.1) (6.2) (0.3) 1.8 (4.1) (7.3) 55.3 55.2

Energy Production  Commercial Energy - Crude Oil - Lignite - Natural Gas - Condensate - Hydro and Others *  Renewable Energy and others **  Traditional RE P is Preliminary data * Others include geothermal, solar cell and wind power. ** Including fuel wood, charcoal, paddy husk and agricultural waste, MSW, biogas, biofuel, black liquor and production waste. Petroleum Products Production There are presently 8 refineries in Thailand with total capacity of 1,094,500 barrel per day (bpd). Moreover, 6 natural gas separation plants of totaling 2,660 MMscfd, and one small size for LPG plant gas processing unit of totaling 120 MMscfd. In 2014, the total petroleum products production from refineries comprising diesel, LPG, gasoline, jet fuel, fuel oil and kerosene sharing of 45.7%, 16.2%, 12.6%, 11.8%, 11.7% and 2.0% respectively. This does not include the amount of semi-finished 16,782 kilo tons of oil equivalent.

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Jet Fuel 11.8%

Fuel Oil 11.7%

Kerosene 2.0% Diesel 45.7% LPG 16.2%

Gasoline 12.6%

Energy Consumption Thailand’s final energy consumption in 2014 was 75,804 ktoe, an increase of 0.8% from the previous year. The total value of final energy consumption was 1,748 billion Baht. Commercial energy consumption was shared 81.4% of the total final energy consumption while the rest 8.5% and 10.1% was renewable energy and traditional renewable energy respectively.

Final Energy Consumption

Quantity (ktoe)

Growth (%)

2012 2013 2014P 2013 2014P Final Energy Consumption 73,316 75,214 75,804 2.6 0.8 60,340 61,224 61,661 1.5 (0.7)  Commercial Energy - Petroleum Products 34,881 35,948 36,555 3.1 1.7 - Electricity 13,783 14,153 14,371 2.7 1.5 - Coal / Lignite 6,582 5,784 5,229 (12.1) (9.6) - Natural Gas 5,094 5,339 5,506 4.8 3.1 5,635 5,914 6,457 5.0 9.2  Renewable Energy * 7,341 8,076 7,686 10.0 (4.8)  Traditional RE * Including fuel wood, charcoal, paddy husk and agricultural waste, MSW, biogas For final energy consumption by economic sector, the greatest share of 36.8% was from energy consumed in industrial sector, followed by transportation sector, residential sector, commercial sector and agricultural sector shared 35.8%, 14.8%, 7.4% and 5.2% respectively. Final Energy Consumption by Economic Sector

Quantity (ktoe)

Growth (%)

2012 2013 2014P 2013 2014P 1. Agriculture 3,790 3,890 3,953 2.6 1.6 2. Industry 26,910 27,386 27,890 1.8 1.8 3. Residential 10,305 11,450 11,180 11.1 (2.4) 4. Commercial 6,081 5,612 5,618 (7.7) 0.1 5. Transportation 26,230 26,876 27,163 2.5 1.1 Total 73,316 75,214 75,804 2.6 0.8 * Including manufacturing (27,609 ktoe), mining (144 ktoe) and construction (1 ktoe). Energy Transformation for Future 62

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For fuel consumption for electricity generation in 2014, natural gas was mainly consumed shared 65.7% of the total fuel consumption of electric generation, followed by coal/lignite 22.9%, fuel oil & diesel 1.0% and the rest was renewable energy & other energy shared 10.4%.

Fuel Oil & Diesel 1.0%

Renewable Energy & Other Energy 10.4%

Caol/Lignite 22.9%

Natural Gas 65.7%

Import of Energy Total energy imported in 2014 was 69,850 ktoe, a decrease of 2.5% from the previous year, almost energy imported was commercial energy shared 99.8% of the total energy imported and the rest 0.2% was renewable energy. Quantity (ktoe)

Import of Energy Import of Energy  Commercial Energy - Crude Oil - Condensate - Coal - Petroleum Products - Natural Gas - Electricity  Renewable Energy *  Traditional RE * Including fuel wood.

2012 73,183 73,088 43,048 1,466 11,642 6,101 9,951 880 0 95

2013 71,649 71,566 43,321 1,206 10,852 4,575 10,466 1,146 0 83

Growth (%) 2014P 69,850 69,746 40,171 1,216 13,188 4,334 9,792 1,045 0 104

2013 (2.1) (2.1) 0.6 (17.7) (6.8) (25.0) 5.2 30.2 (12.6)

2014P (2.5) (2.5) (7.3) 0.8 21.5 (5.3) (6.4) (8.8) 25.3

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Export of Energy Total energy exported in 2014 was 14,409 ktoe, an increase of 19.4% from the previous year, almost energy exported was commercial energy shared 99.8% of the total energy exported and the traditional RE shared 0.2% Quantity (ktoe)

Export of Energy Export of Energy  Commercial Energy - Petroleum Products - Crude Oil - Electricity - Natural Gasoline - Coal  Renewable Energy*  Traditional RE * Including ethanol.

2012 12,853 12,609 10,077 2,132 163 229 8 226 18

2013 12,066 11,998 10,270 1,359 112 250 7 48 20

Growth (%) 2014P 14,409 14,381 13,588 334 136 305 18 3 25

2013 (6.1) (4.8) 1.9 (36.3) (31.3) 9.2 (12.5) (78.8) 11.1

2014P 19.4 19.9 32.3 (75.4) 21.4 22.0 157.1 (93.8) 25.0

Alternative Energy Consumption Situation The rapidly increase in oil price has certainly caused the country’s supply on alternative energy to replace oil. The government has implemented measures and policy to promote the continuously increase of alternative energy consumption, especially alternative energy which can be produced in the country comprising solar energy, wind energy, hydro energy, biomass, biogas, MSW, and biofuel (ethanol and biodiesel). By the year 2014, Thailand’s alternative energy consumption was 9,025 ktoe, an increase of 9.7% from the previous year. Of this amount, alternative energy consumption as electricity energy, thermal energy, and biofuel (ethanol and biodiesel) shared 11.9% of the total final energy consumption. Quantity (ktoe)

Energy Consumption 1. Electricity 2. Heat 3. Biofuel - Ethanol - Biodiesel Total

Growth (%)

2012 1,301 5,201

2013 1,324 5,290

2014P 1,467 5,775

2014P 10.8 9.2

364 755 7,621

707 905 8,226

874 909 9,025

23.6 0.4 9.7

Competition There are many business operators who have engaged in business of import and distribution of chemical products and equipment because there are various chemicals for various industries. Each business operator has different expertise. The Company has an expertise on distribution of chemicals and products for oil refineries, gas separation plant and petrochemicals industries. Competition in this industrial group is not harsh when compared with other industries because the operators in this Energy Transformation for Future 64

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field have to be the specialized experts and must have good experienced sales team who can provide suggestions, advices and after-sale-services to the customers. Additionally, new comers may find that it is quite difficult to enter in this field of business because they need to have long term relationship with the customers and a lot of investments when compared with supply of chemicals and equipment to general industries. It is quite complicated to identify market share of the Company by industry groups because there are a lot of chemicals and equipment suppliers and range of their supplied products are so vast. Anyway, the Company has readiness to compete with other distributors because the Company has experiences and the specialized sales team to sell chemicals and equipment for large infrastructure industries and the products sold have good quality and standards in world class level with after-salesservice. In addition, the Company always has good relationship with the customers, so we are trusted by the customers for a long time. Even though government has announced the Alternative Energy Development Plan: AEDP 2012-2021 and investment cost of each project is not high, investment in renewable and alternative energy projects requires knowledge, expertise, and experience about energy sector and relevant production technology. UAC has operated in energy business for almost 20 years by import and distribution of chemical products, equipment and being a technical advisor, which would be the great opportunity for UAC to invest in energy projects. Moreover, investments by the other operators in energy projects also increase our revenue from sales of chemical products and equipment as well. Competitive strategies The Company has experiences and skills on distribution of chemicals and equipment for various industries and most of them are infrastructure industries of the country. During almost 20 years of business operations, the Company has always developed and increased type of products supplied to meet the increased and diversified demand of the customers. The competitive strategies of the Company are to focus on strengthening long term satisfaction and relationship with the customers. Our marketing and competitive strategies are as follows: 1. Supply good quality products which are corresponding to the customers’ need both on quantity and quality from the worlds’ leading manufacturers with Certificate of Acceptance (COA). Products shall be tested and controlled to ensure their quality and standards by the Company’s team and the third party’s surveyor so that the products shall be strictly conformed to the specified standards, therefore the Company can guarantee quality and standards of the products sold. 2. Always keep the customer satisfied with regards to products and services provided. The Company studies tendency of the product’s markets continually to seek and select new products which can respond to the needs of the customer in each group of industry. In addition, the Company keeps contacting, strengthening good relationship and taking care of the customers continually to ensure that the products can be offered correspondingly to the demand and schedule of the customers. The Company also has after-sales-service process to acknowledge problems and provide corrective solutions to prevent any reoccurrence of such problem, which can lead to sustainable satisfaction to the customers in the long term. 3. Emphasize on complete and on time delivery of products, as well as safety transportation by hiring the specialized transportation company for maximum efficiency and avoidance of any potential accident from transportation. This practice can reduce cost on procurement of trucks and administration and management costs of transportation personnel. Energy Transformation for Future 65

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4. Fix price properly and flexibly pursuant to pricing conditions in each market. As most of the products sold by the Company are by-product from crude oil refinery and petrochemical processes, so their pricing mechanism have been defined and varied by condition of oil and petrochemical prices. Hence, pricing has to be fixed with flexibility, appropriateness and competitively and at the same time their margin must be adequately maintained to support the selling and administrative expenses and other operations. The Company regularly follows up prices of the relevant products in the world market, so that prices of its products can be fixed appropriately and effectively corresponding to the world market. Pricing and margin shall be based on qualifications and competitiveness of product in each product group. 5. Focus on sale directly to customers in main industries in large volume and on continued basis by sales teams who have experiences and knowledge on products who shall contact and provide details on products correspondingly to the customersâ&#x20AC;&#x2122; demand as well as provide consultancy and after sales services which can increase satisfaction, sales income and good image to the Company as the keen expert on this business. Industrial and Competitive Trends The competition on business of import and distribution of chemicals and equipment in the large infrastructure industries, such as oil refinery, petrochemical industry and large power plants is not intense because the operator must have specialized knowledge and good relationship with the customers and it is a business which required a lot of investments. The traders tend to compete by adding value to the products supplied by increasing consultancy and recommendation services including finding new products which can increase value and reduce costs to the customers. However, these business operators might encounter problems concerning with policies on request for construction of new plant which requires to have the environment and health impact assessment. This issue may take time to consider and it can impact the Company and the competitors who are traders on import and distribution of chemicals related to oil refinery and infrastructure industries. For the Energy situation trend, the ministry of energy predicted that the total demand in energy consumption in 2015 would increase for 2.9% from 2014. The reason is due to the increase in demand of commercial use such as petroleum products that tends to have an increase demand in Bensin and Diesel at 3.5% and 2.2% from 2014 respectively, while the use of LPG, Propane, and Butane would increase 3.7% from 2014 and the use of electricity in 2015 tends to increase 4.8%.

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Risk Factors At present, the Company is engaging in the business of import and distribution of the products and investment in renewable energy industry. The Company’s associated company is engaging in the business of manufacturing, distribution and sale of biodiesel. The Company has risks relating to each business operation, like any general risks which may occur to all type of businesses. Details of material risks are as follows: 1.

Risks Relating to Operations 1.1

Risks from engaging in business of import and distribution of the products  Risks from Highly Dependent on Major Customers

The Company imports and distributes chemicals and equipments used in key industries and most of them are national infrastructure manufacturers, such as gas separation plant, oil refinery and petrochemical plants. Income from sales to the first 3 major customers of the Company in 2014 was 33.60 percent total sales and services income. Nature of business of most of the major customers can be divided into many business groups and demand of products of each group is diversified. The Company has separated process on orders, dealing and negotiation with each business group. Ratio of combined sales income from each major customer in each business was rather high when comparing with the Company’s overall sales income. The Company may have risks from dependent on major customers in some certain extents. However, when considering that such major customers require to use the Company’s products on continued basis as some of them are essential for their manufacturing process and because the Company is a distributor of those products which are manufactured by the well-known and biggest manufacturers in foreign country which has been trusted by the customers, so demands for such products have increased consistently and continually. The Company has good relationship with such customers for many years and apart from selling various products and equipment, the Company’s experienced sales teams who are knowledgeable in this field of business have also provided relevant consultancy service including after-sales-services. The Company has conducted customer satisfaction survey to improve services constantly. Moreover, the Company also provides suggestions and jointly plans with the customers to increase efficiency of services rendering as well as fully complies with the rules, criteria and requirements of the customers, so the Company is trusted by the customers all along. Besides, the Company has a policy to find new and additional customers to reduce too much dependence on any customer.  Risks from Changes in Costs of Goods Most of the chemical products distributed by the Company are products of petrochemical industries of which their prices are fluctuated pursuant to prices of crude oil in the world’s markets and the petrochemical industrial conditions which have been changed in cycle. Such conditions make the Company has risks on cost of goods which might have unavoidably impact to margin of the Company. Most of the Company’s selling costs are cost of goods. The Company keeps tracking movement of chemical product prices both domestically and overseas, as well as tendency of crude oil prices in the Energy Transformation for Future 67

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world market constantly in order to prepare itself for changes in cost of goods and to conduct sales and inventory management plan effectively. However, such risks from changes in product prices in the world market can be reduced to some certain levels, because most of the Companyâ&#x20AC;&#x2122;s customers are in the petroleum and petrochemical business, so they have good and thorough understandings about conditions, trends and cycle of raw materials prices. Hence, the Company has flexibility in fixing selling prices of products if there is any change which can have impact to such product prices. Moreover, most of the products ordered or imported for distribution already have purchase orders from the customers or they are products with the annual purchase and sales contract and purchased prices have already been fixed. There are only small amount of products or some certain types of products which are kept in the stock pending for purchase order from the customers or for mainly supply to the retail customers. ď&#x201A;ˇ Risks from Dependent on Principal Manufacturers Nature of business operation of the Company is to import and distribute chemical products and equipment used in various industrial plants. The Company is a distributor of 3 principal manufacturers: 1) UOP LLC which is a large company in the United States of America that provides the stateof-the-art technology for businesses of the refinery, natural gas separation, petrochemicals and essential manufacturing industries for more than 90 years. The Company is a distributor of UOP LLC since 1995; 2) PALL Corporation which is a company in the USA and it is the worldâ&#x20AC;&#x2122;s largest and most wellknown manufacturer of products concerning with the filtration, separation and purification. The Company is a distributor of PALL Corporation since June 1996, and 3) TOC Glycol Co., Ltd. which is a subsidiary of PTT Chemicals Public Co., Ltd. The Company is a distributor of TOC Glycol Co., Ltd since 2006 and the products distributed are Monoethylene Glycol (MEG) and Diethylene Glycol (DEG) that are used in the painting and solvent industry, textile industry and the plastic pellets, bottles and resins manufacturing plants. The Company has been appointed to be a distributor of products and equipment of such principal manufacturers and most of such distribution contracts has term of approximately 1-3 years with clearly conditions on the contract renewal. Nonetheless, the Company may have risk if such counterparty does not renew the contract or terminates the contract upon the expiry term which can make the Company loses income from being the distributors of such products. However, the Company is a distributor of those principal manufacturers, i.e. UOP LLC and PALL Corporation continually for more than 20 years and it is a distributor of TOC Glycol Co., Ltd. for more than 10 years. During all those years, the Company can keep good relationship and has been trusted by those companies continually. The Company has a tendency to increase order from such manufacturers in proportion to the growth of sales amount of the Company. Therefore, the Company is confident that the distribution contract shall be renewed continually in the future. Moreover, the Company did not have any historical record for unable to renew contract with such principal manufacturers at all.

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1.2 Risks from Manufacturing of Compressed Bio-methane Gas (CBG) Currently, the Company is operating the Compressed Bio-methane Gas (CBG) Project and the first CBG project is located in Mae Tang District, Chiang Mai Province. This project produces CBG from pig excrement obtained from the pig farm which is located in the same area of the leased land of the CBC Project. Its commercial operation has started in the 3 rd quarter of 2013 and all of CBG produced from the plant has been solely sold to PTT Public Company Limited to be further resold to the PTT gas stations which are located closed to Chiangmai Airport. However, the Company may have risks from such business operation as follows: ď&#x201A;ˇ Risks relating to raw materials As pig excrement shall be used as the main raw material for CBG production process, therefore in order to procure such raw material, the Company has executed an agreement with Mongkol and Sons Farm, the landlord of the Company leased land, on procurement arrangement of all pig excrement from its farm. Moreover, apart from having the pig farm which is located in the project site, Mongkol and Sons farm also has another pig farm which is approximately 60 kilometers far from the project site. This second farm shall be a reserve resource of raw material in case there is a circumstance which makes the amount of pig excrement from the farm located in the project site is inadequate for the production needs. However, the Company may have risks from shortage of raw materials, in case of epidemic in the pig farm or any other force majeure events. Therefore, the Company has conducted a study on usage of alternative raw materials to be used in the project, such as Napier grass, an energy crops, which after various researches, is proven to have high energy content as contingency plan in case of shortage of raw material which may be incurred in the future. Usage of such alternative raw materials may lead to higher cost of production and may result in reduction of investment return of the Company. ď&#x201A;ˇ

Risks from not having land of its own

The Company did not have a land of its own for operation of CBG production project. Instead, the Company has entered into a long term land lease agreement with Mongkol and Sons Farm to be used as the site for the project as well as the plant building and the production equipment. Therefore, the Company may have risk from prematurely termination of agreement by the counterparty, which can cause damage to the Company and can cause the investment rate of return to be unable to achieve the target as per estimated. The Companyâ&#x20AC;&#x2122;s agreement may be prematurely terminated due to the following cases: breach of payment, default of lease payment, failure to rectify cause of default or being adjudged bankrupt by the court and etc. However, the lease fee under the agreement in each year, including the adjustment of lease fee in each period of time is not high. Additionally, the Company has to normally and strictly comply with the conditions stated in the agreement, for instance, an agreement on usage of the property for business operation of the production project, maintenance and improvement of the leased property to be always in good condition throughout the lease period, usage of the leased property rightly pursuant to the law, so the opportunity that the Company is unable to comply with the agreement and is prematurely terminated is very improbable.

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ď&#x201A;ˇ

Risks from the accidents within the project

The products of the project are inflammable and have high risks for causing grave dangers which may cause severe impact to the project and the nearby communities. Such accident included gas leakage or fire which may cause by the defect in design or installation of gas production and storage system, failure of safety equipment and lack of the right knowledge and understanding from the personnel in charge. However, the biogas production systems, including piping, connecting point and safety systems of the CBG Project have been correctly designed pursuant to the engineering principles and safety standards on operations. The project also uses safety equipment for biogas system to prevent and reduce accident and to maintain efficiency of the system. Besides, the Company has trained and educated its personnel whose works are relevant to the production process to have knowledge and understanding pursuant to the engineering principles and safety standards to prevent risks which may occur to the project and may have impact to the nearby communities. In addition, in order to prevent damages which may arise from such risks, the Company has effected all industrial risks insurance policy by specifying conditions that they must cover all property damages, the Companyâ&#x20AC;&#x2122;s personnel and the third parties. 1.3

Risk from Petroleum Production Plant Project: PPP

The Company has operated the petroleum production plant project of which total investment cost was of approximately 620 million Baht. This project is located in Kokrat Sub-district, Kongkrailat District, Sukhothai Province. Its construction and mechanical completion have been completed on December 28, 2013 and its test run for production process has been started since the 1 st quarter of 2014 and some of the products have already been delivered since early of the 2 nd quarter of 2014. The Company may have risks from investment and operation in such project as follows: ď&#x201A;ˇ

Risk from dependent on raw material from one manufacturer.

Main raw material used in the petroleum production process of this project is the associated gas, which is by-product from the crude oil production process. The Company has entered into the contract to purchase such gas from Siam Moeko Company Limited (SML) on the petroleum concession area from Burapa-A production platform only. The investment ratio of SML in such concession is 100 percent. Such petroleum concession has been granted from the Department of Natural Fuels, Ministry of Energy under the concession number 1/2547/67 on the concession areas of L10/43 and L11/43. The term of such contract is 36 months and it can be renewed for 12 months each from the expiry date. Such contract does not have the minimum amount of gas that SML has to supply and does not guarantee quality of gas to be supplied to the Company. In addition, it did not define a clearly condition which specified that SML shall not supply the associated gas to other seller or use the associated gas for its own benefits. The Company may have risk if SML cannot supply the estimated raw materials in an adequate amount for the production which may make the Company encounter with shortfall of raw materials or if raw materials supplied do not have quality as per expected which may impact to performance of the project. Energy Transformation for Future 70

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Furthermore, the Company may have risk from changing of associated gas price because usage of associated gas is regarded as usage of benefit of by-product of petrochemicals production, which is natural resource of the country. The determination of purchase and sales price of associated gas is required to have approval from the Department of Natural Fuels first because it shall impact fee income of the public sectors to be occurred in the future. Therefore, if price of the associated gas increases, it shall impact cost of main raw material, which consequently shall impact the performance of the Company. However, when considering risks about SML’s usage of the associated gas for its own benefits, such as gas separation or gas transformation, the possibility is very unlikely because main businesses of SML are exploration and drilling crude oil which have already generated high returns. In addition, separation and transformation of the associated gas need to have high investment and it may not worth the opportunity loss from using such money to take risk in investment in other business apart from its main business which can generate high returns. In addition, the Company is now constructing transmission pipeline from the PPP Project to receive petroleum raw material from other petroleum resources in nearby areas to reduce such risk. 

Risk from dependent on a few major customers

The Company shall supply CNG which is main product and has the highest amount when compared with other products obtained from the production process to PTT Public Company Limited. According to the memorandum of understanding (MOU) of the CNG production project obtained from crude oil production source for communication purpose (Sukhothai Province) that the Company has made with PTT on July 30, 2012, PTT expressed its intention to consider to purchase all of CNG produced by the Company from this project at the worthily and appropriated price for further resale purpose. The contract for purchase and sales of CNG from the joint project has been executed on March 12, 2013. The production amount of LPG and NGL shall be lower than CNG and they are not a large amount when compared with demand of the market. The Company supplies LPG to potential purchasers who are in the group of fuel traders under Section 7 of Fuel Trade Act B.E. 2543 (A.D. 2000), while NGL has been supplied to general petrochemicals manufacturers. The Company may have risk from dependent on one customer in case of selling of CNG or from having only a few customers in case of selling of all three types of products because the Company may not have high bargaining power. In addition, natural gas is the product under control of the government, so Company may not be able to truly specify its selling price. However, CNG is popular alternative energy and number of its usage is increasing continually each year and its demand is higher than the amount produced domestically that it has to be imported from the neighboring countries. Therefore, the Company is confident that PTT shall purchase CNG produced by the Company’s project under the appropriated and fair purchase price and pursuant to CNG pricing formula that the Company and PTT jointly studied and specified together. 

Risk from the change in policy of the government

The prices of products produced from the petroleum production plant are fluctuated pursuant to the world market prices. However, for the past period, the government has the policy to promote usage of natural gas as alternative fuel for transportation sector in order to reduce impact to economic Energy Transformation for Future 71

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conditions due to continued increasing prices of crude oil and petroleum products in the world market. Other reasons were to reduce pollution to the environment and to support energy strategy of the country which encouraged usage of fuel that can be procured from domestic sources. The prices of natural gas sold in the country have been controlled by the public sectors continually and they are still below prices of the world market and do not vary much. Hence, the entrepreneur cannot specify selling price appropriately, fairly and consistent with the actual production cost. At the same time, if there is a change in energy policy or the purchase price has been changed which do not consistent with cost of the entrepreneur, it may impact income or cost of the project. However, since natural gas price structures within the country do not reflect actual cost, so the government has to be burdened with energy cost through oil fund which is in deficit continually. Therefore, the government has announced the policy to let natural gas prices float to adjust their price structure to reflect the reality. The cabinet has approved the guidelines on adjustment of retail price of NGV and LPG on May 14, 2012 pursuant to resolution of the National Energy Policy Council (NEPC) on May 14, 2012 to reflect the actual cost. In addition, after the launch of the ASEAN Economic Community in 2015, purchase and sales prices of various products including natural gas will be liberalized and pursuant to the market mechanism. So domestic natural gas prices shall be increased pursuant to market prices and it will be favorable factor to build up opportunity for the Company in the future. ď&#x201A;ˇ

Risk from not having ownership right in the land of the project site

The Company has entered into the land lease agreement with 3 non-related parties for the land to be used as project site with lease term of 4 years. Upon expiry of the lease term, the lessor shall consent renewal right to the Company for another 4 years each, but total term shall not exceed 16 years from expiration of the 4 years of the first land lease agreement. The lease renewal shall be effective after the Company sends a notice informing its renewal intention to the lessor at least 60 days prior the expiry of the lease term. Pursuant to conditions of such lease agreement, the Company may have risk if the lessor terminates the lease agreement with the Company in the future. However, under conditions on expiration of the agreement and termination of the lease agreement which has not been initiated by the Company, such conditions can be applied only after the Company has been adjudged bankrupt by the court. In addition, as the Company has entered into the land lease agreement and has registered the land lease with the land official in order to have legal binding effect, so the Company can use benefits from such land in the long term to undertake business as per specified in the agreement (if legal registration has not been made, such land lease agreement shall be in effect for only 3 years, after that the landlords may exercise their right to terminate the agreement). Moreover, the conditions of the land lease agreement also specified that if right of the Company has been deprived or refuted due to whatever reason which made the Company unable to possess or use benefits of the leased properties, either partly or wholly, the lessor or the owner of the land must compensate for damages, opportunity loss including all expenses incurred to the Company which will be quite a large sum of money, so it is very unlikely that the landlord shall breach such agreement ď&#x201A;ˇ

Risk from accident within the project

Products of the project are flammable and have high risks for causing dangers which may have severe impact to the project and the surrounding communities. Such accident includes gas leakage or Energy Transformation for Future 72

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fire, which may either cause by negligence of the employees or from usage life of component of equipment which requires carefulness in control, supervise and management of the project. However, the PPP Project uses production technology equivalent to those of the leading natural gas manufacturers and design of the production systems must obtain approval from the relevant government agencies and they must be pursuant to conditions specified in the associated gas purchase and sales contract with SML. The project design must be pursuant to the international standards and Thai standards which shall also mean that the piping, the interconnection points with combustion system and safety system of the project must be pursuant to the international standards to prevent risks which might be occurred to the project and impacted SML which is located closed to the project site. In addition, in order to prevent damages which may arise from such risks, the Company has effected all industrial risks insurance policy by specifying the conditions that they must cover all property damages, the Company’s personnel and the third parties. 1.4

Risks from Investment in Various Projects 1.4.1 One Biogas Plant Projects in the upper northern provinces (the Company invests 100% in such project) and two projects of UAC & TPT Energy Company Limited (the Company is a major shareholders which holds 51 percent of its shares). 

Risks on Raw Material

Biogas power plant shall use Napier grass as main raw material. The Company has conducted the experiments and encouraged farmers in the surrounding areas of project site to plant Napier grass and it shall enter into a long term contract to purchase such grass. Each project requires areas for planting Napier grass at approximately 600-800 rais. The Company also imported mechanical engine to cut grass to increase efficiently with the lowest cost. 

Risks from Successful Operation of the Project

Biogas power production plant fuelled by Napier grass will be a small plant, scattered in various appropriated areas. It can be constructed as per the City Planning Notification of each province. The Company has applied for a construction permit and plant operation permit pursuant to all regulations and laws. The Company also emphasizes on development and enhancement of good relationship and right understanding with the communities situated surrounding the project site as well as recruits the skilled personnel to supervise and manage the project and provides the adequate operators to support this project. 

Investment Fund Risks

The Company received supporting fund of 10 million Baht per project from the Energy Policy and Planning Office (EPPO) and currently the Company is negotiating for credit approval from the financial institute for all project operations. The Company shall manage overall liquidity and debt to equity ratio to be not more than 1 time.

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

Risk from Changes of Government Policy

Biogas power plant is a part of the Renewal and Alternative Energy Development Plan for 25 Percent in 10 Years (2012-2021) of the Ministry of Energy which aim to increase alternative energy at least 25 percent of total required energy. 1.4.2 Four Solar PV Rooftop Projects, with total generating capacity of 2 MW of UAC Energy Co., Ltd. UAC Energy Co., Ltd. has invested in 4 solar PV rooftop projects with total generating capacity of 2 MW by entering into the power purchase agreement with the Metropolitan Electricity Authority and Provincial Electricity Authority for 25 years. Total investment is approximately 120 million Baht and operation period shall be from November 2013-May 2015. 

Risk from Successful Operation of the Project

The Company has employed the experienced personnel to supervise this project and has selected Enerray from Italy which has experiences and availability to be the EPC contractor for all of its 4 projects. In addition, the Company has executed the power purchase agreement with the Metropolitan Electricity Authority and Provincial Electricity Authority with contract term of 25 years already. Presently 2 of 4 projects have been completed and supplied to the system while the remaining 2 projects are under construction process and it is expected that construction and operation shall be within the specified timeframe. 

Risk on Investment Fund

The Company has received financial support from domestic financial institutes and its internal liquidity is adequately to undertake such 4 projects. 

Risk from Changes in Government Policy

Solar PV Rooftop project is a part of the Renewal and Alternative Energy Development Plan for 25 Percent in 10 Years (2012-2021) of the Ministry of Energy which aim to increase alternative energy at least 25 percent of total required energy. 1.5

Risks from Performance of the Associated Company

The Company has invested in Bangchak Biofuel Company Limited (“Bangchak Biofuel”), the Company’s associated company, with shareholding ratio of 30%. Its commercial operation has been commenced since December 2009. The Company may have risk from performance of Bangchak Biofuel and such performance shall have direct impact to net profit and financial statement of the Company. Income from profit/loss sharing from such investments shall not be recorded as any costs in profit and loss statement of the Company and it is not subject to any calculation for corporate income tax. Therefore, if Bangchak Biofuel has good performance, it can make the Company realize more profits from investments and subsequently can increase its net profit. On the other hand, poor or loss Energy Transformation for Future 74

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performance of Bangchak Biofuel can impact and reduce net profit of the Company as well. In 2014, Bangchak Biofuel decided to invest in the 2nd biodiesel unit which is now under design for construction process and it is expected to be completed within the 2 nd quarter of 2016. Risks from business operation of Bangchak Biofuel can be summarized as follows: 

Risks from Fluctuation of Amount and Price of Raw Materials

Since production of biodiesel still mainly depends on crude palm oil and prices crude palm oil are fluctuated pursuant to demand and supply of the market. The imbalance of demand and supply shall have impact to stability of crude palm oil prices and it may impact biodiesel production cost. If biodiesel production cost is high, it can obstruct the development and promotion on usage of alternative energy. In addition, according to the policy of public sectors in 2014, the Ministry of Energy has a policy to enforce compulsory use of B5 Biodiesel to B7 Biodiesel (diesel oil with mixture of 7% palm oil) within 2014. Such policy shall lead to demand of B100 Biodiesel of approximately 3.54.5 million liters per day, or accounting for crude palm oil of 1.6 million ton per year, which is more than the previous crude palm oil demand amount which was approximately at 1 million tons per day. They also target to adjust compulsory use to be B10 within 2519 which may make palm price in the market higher. The government sectors, Ministry of Agriculture and Cooperatives including the relevant agencies prepare to plan for allocation of palm amount to make them adequate for consumption and for energy production. Bangchak Biofuel is aware of the risk from fluctuation price of crude palm oil which is main cost for bio-diesel production. Thus, in order to reduce risk from fluctuation of amount of raw materials, it has selected more than 30 good quality and credible manufacturers as its trading partners in order to diversify risks on raw materials procurement. Additionally, it has executed a long term contract (3 years) for purchase and sales of crude palm oil with some of major suppliers with agreed amount in each contract and criteria of purchase price shall be referred to market prices of crude palm oil market. 

Risks from Dependent on Major Customers

At present, most of biodiesel products are supplied to Bangchak Petroleum Public Company Limited (“BCP”), a parent company of Bangchak Biofuel (BCP holds 70 percent of shares in Bangchak Biofuel). According to B100 Biodiesel purchase and sales contract between Bangchak Biofuel and BCP, BCP is obligated to purchase at least 60 percent of total B100 Biodiesel produced by Bangchak Biofuel for a period of 8 years (until 2017) at normal purchase price and term of conditions. The remaining portions shall be supplied to other fuel traders. Bangchak Biofuel may have risk from dependent on a major customer (BCP). However, the opportunity to lose such primary customer is very unlikely because BCP is a parent company and a founder of Bangchak Biofuel pursuant to alternative energy development project which specified that Bangchak Biofuel shall be manufacturer and supplier of B100 Biodiesel as feedstock to BCP to produce biodiesel fuel. In addition, Bangchak Biofuel is also capable to sell biodiesel products to other customers who are the major oil companies.

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ď&#x201A;ˇ

Risk from Changes in Government Policy

At present, the government sectors encourage the production and usage of biodiesel instead of diesel fuel with objectives to reduce import of fuel from foreign countries, to increase energy stability and to support usage of alternative energy from plants which are domestic productivity. Many measures have been set up to assist and support the biodiesel manufacturers, for instance, support on raw materials or expansion of oil palm plantation areas; support biodiesel manufacturers pursuant to privileges and benefits of the Board of Investment (BOI); mandatory usage of biodiesel (B100) to mix with high speed diesel fuel; prescription of the referenced selling prices of biodiesel; creating biodiesel markets by using taxing measures so that retail prices of biodiesel shall be lower than diesel fuel; prescription of characteristics and quality of biodiesel to enhance confidence of consumers, as well as fixing compensation rate to be obtained from oil fund because biodiesel prices produced shall be higher than the ex-refinery price of normal diesel fuel. However in the future, if the government sectors change the policy on support of production and usage of biodiesel, biodiesel manufacturers may have been impacted and their return of the investment may be not as per estimated or it may be reduced or not worth the investment. Anyhow, the opportunity that the government sectors may revoke such biodiesel supporting policy is very rare because the alternative energy development is regarded as main energy development strategy of Thailand. This strategy can strengthen national energy stability by distributing risks and preventing energy costs of the country from solely binding with petroleum prices which consequently shall be beneficial and can contribute to sustainable growth of the countryâ&#x20AC;&#x2122;s economy. ď&#x201A;ˇ

Risk from Reduction of Demand of Diesel Fuel

Since biodiesel products of Bangchak Biofuel is used as mixing component with diesel fuel in various proportions, therefore, demand of biodiesel depends on usage demand of diesel fuel in the market, which depends on economic growth of the country, demand on vehicle usage, tendency on diesel fuel prices and other fuels including growth and substitution of energy usage in various forms. If demand of diesel fuel changes from the forecasted amount, it may have an impact to supply of biodiesel and income of Bangchak Biofuel. Bangchak Biofuel always follows up economic conditions, market status and trends concerning fuel and other energy industries as well as domestic demand of energy both in short term and long term, so that it can adapt itself to the changing situations which may have impact to business operations in the future. 2. Financial Risks 2.1

Risks Relating to Foreign Exchange Rates

Fluctuation of Baht against US Dollar can impact trading operation of the Company because most of the chemicals and equipment distributed by the Company have been ordered and imported from foreign countries of which most of them are denominated in US Dollar, while most of products are sold within the country and incomes are largely denominated in Baht. Therefore, the Company is exposed to fluctuation risk from exchange rates. Higher appreciation of US dollar shall increase the Energy Transformation for Future 76

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products purchasing cost of the Company. Therefore, the Company has a policy to reduce risk relating to exchange rates by entering into the currency forward contract with the financial institutes and term of such contract is approximately 1-6 months. The Company also monitors movement of foreign exchange rate closely, negotiates and denominates purchasing and selling price in foreign currency and increases revenue ratio from exporting (natural hedge), like the past year. 2.2

Fund Raising and Financial Costs

The Company engages in business of import and distribution of chemicals and equipments used in key industries, such as natural gas exploration and production industry, oil refinery, petrochemical plants, lubricant plant, polymer and plastic plant, chemical industrial plant, power plant and utilities system, and etc. In addition, the Company also expands business by investment in alternative industry, i.e. production of biogas in biodiesel plant, petroleum product plant project and other alternative energy. The objectives for investment or joint venture in such business expansion are to generate long term revenue and sustainable profit. The Company shall plan about loan and capital structure carefully and cautiously to prevent such investment impact to working capital used in normal business operations and for stably growth in the future. The Company closely monitors money market and capital market as well as develops usage of financial instrument. Therefore, the Company believes that it can raise fund by using appropriate financial cost. As the Company has to invest in the projects for future growth, so it is expected that amount of long term loan shall be increased but Debt to Equity Ratio (D/E Ratio) and Debt Service Coverage Ratio (DSCR) shall be within the frame the banks specified in the loan agreements executed with the Company.

3. Other Risks 3.1

Risks from Having Principal Shareholder who has Authority to Specify Management Policy

As at December 31, 2014, Mr. Kitti Jivacate, who holds a position of Chief Executive Director, is a principal shareholder of the Company and holds shares at approximately 54.21 percent of total issued shares of the Company which is regarded as having the majority vote to control almost resolutions of the shareholders’ meeting, as well as can control policy and management tasks in the Company, particularly on a request for resolution which require majority votes of shareholders’ meeting, except in matters that the laws or the Company’s articles of association specified that it required to have three fourth votes of the shareholders’ meeting. Therefore, other shareholders may have risk from inability to collect votes to balance the matters proposed by the principal shareholder. However, in order to make business operations of the Company transparent with balance of power, the Company has established the management structure which is responsible by the competent personnel and also specified a clearly scope of work and delegation of authority to the directors and the executives. Three independent external persons have been appointed to be the members of the Board of Directors (all of them are the Audit Committee) which is more than one thirds of total 7 directors, to audit, balance decision making including consider and approve the matters before presenting to the shareholders’ meeting. Additionally, the Company has prescribed measures on transaction with person who might have conflict of interest by restricting voting right of the Energy Transformation for Future 77

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concerned person. The Company also establishes an internal audit unit by employing the expert from the third partyâ&#x20AC;&#x2122;s company who can work independently and report directly to the Audit Committee. Main duty and responsibilities of this internal audit unit are to oversee internal control system to ensure that it complies with the specified system, in order to strengthen confidence of the shareholders with regard to transparency and balance of the management power of the Company. In addition, the Board of Directors has assigned the Risk Management Committee to prepare organization risk management manual and appointed the working group to study, monitor and review risk management plan of the Company continually.

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Shareholding Structure and Management Structure Shareholders Structure Name of Top 10 Major Shareholders 1.

Mr. Kitti Jivacate

Jarumanopas Group 2.1 Miss Nilrat Jarumanopas 2.2 Miss Niranuch Jarumanopas Sareewiwatthana Group 3.1 Mrs. Waranee Sareewiwatthana 3.2 Miss Pimsiri Sareewiwatthana Mrs. Salaya Jarujinda Lerdrachkul Group 5.1 Mr. Chiaranai Lerdrachkul 5.2 Mrs. Ladda Lerdrachkul Mr. Sutthipong Veswarut Lumprasert Group 7.1 Miss Kalaya Lumprasert 7.2 Miss Malee Lumprasert Mr. Paniang Pongsatha

4. 5.

6. 7.

8. 9.

10.

Koseeyarakwong Group 9.1 Mr. Paitoon Koseerakwong 9.2 Miss Pailin Koseerakwong

No. of Shares

Percent

300,421,146

54.21

38,143,652 24,861,158 13,282,494 24,358,976 17,831,576 6,527,400 14,722,500 12,857,400 10,833,360 2,024,040 11,741,007 10,345,170 6,853,770 3,491,400

6.89 4.49 2.40 4.40 3.22 1.18 2.66 2.32 1.95 0.37 2.12 1.87 1.24 0.63

9,401,220 7,993,500 7,950,000

1,70 1.44 1.43

43,500 5,701,036

Thai NVDR Company Limited Total Major Shareholders

435,685,607

0.01 1.03 78.61

Minor Shareholders

119,536,469

21.53

554,222,076

100.00

Total

The remaining registered capital amounting to Baht 54,637,293.00 have been reserved for exercise of the Company’s warrants at the amount not exceeding 109,274,586 shares at par value of Baht 0.50. Restrictions on foreign shareholding The number of foreign shareholders and percentage of foreign shareholding shall not be more than 49 percent of total issued and paid-up share capital of the Company. As at December 31, 2014, the number of shares held by the foreigners was approximately 0.005 percent of the Company’s total paid-up share capital. As at December 31, 2014, Thai NVDR Company Limited (“Thai NVDR”), a subsidiary company of the Stock Exchange of Thailand, has issued the Non-Voting Depository Receipt (NVDR) to the Company’s shareholders as underlying assets at 5,701,036 shares or 1.03 percent of the issued and Energy Transformation for Future 79

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paid-up share capital. The holders of NVDR are entitled to benefits from the Company’s shares, but they cannot exercise their voting rights at the shareholders’ meeting because they are not the direct shareholders of the Company. However in practice, Thai NVDR can attend the shareholders’ meeting and cast its votes pursuant to its independent judgment, not by order of the holders of NVDR. In addition, the number of the Company’s shares invested by the investors in NVDR may be varied, which cannot be defined by the Company. However, the investor can examine the number of NVDR shares at the website of the Stock Exchange of Thailand at www.set.or.th/nvdr. Issuance of Other Securities The Company has issued and allocated Warrants to Purchase Ordinary Shares No. 1 (“UAC-W1”) not exceeding 92,200,000 units to the existing shareholders including the general public and the investors as per following details: 1.

Allocation of UAC-W1 to the existing shareholders The Company has allocated UAC-W1 amounting to 79,400,000 units to its existing shareholders pursuant to right offering ratio of 5 existing shares : 1 UAC-W1 (in case there was any fraction of shares, such fraction was disregarded). Shareholders who were eligible to receive UAC-W1 in this part must be the shareholders whose names appeared in the share registration book on the Record Date (which was November 7, 2012). The Company has collected the list of such shareholders pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) and the book closing date was November 8, 2012. 2.

Allocation of UAC-W1 to existing shareholders who subscribed newly issued shares The Company has allocated 7,940,000 UAC-W1 to its existing shareholders who subscribed newly issued shares which have been issued and offered to the existing shareholders pursuant to the shareholding ratio (right offering) totaled 39,700,000 shares (at par value of Baht 0.50) at ratio of 5 newly issued shares: 1 UAC-W1 (in case there was any fraction of shares, such fraction was disregarded). Capital increase for this portion has been issued and offered to the existing shareholders during November 26-30, 2012 at par value of Baht 3.00. The Company can sell all of capital increase for this portion. 3.

Allocation of UAC-W1 to general public and investors who subscribed newly issued shares (public offering) The Company has allocated 4,860,000 UAC-W1s to the general public and the investors who subscribed newly issued shares (public offering) totaled 24,300,000 shares (at par value of Baht 0.50) at ratio of 5 new ordinary shares: 1 UAC-W1 (in case there was any fraction of shares, such fraction was disregarded). Capital increase for this portion has been issued and offered to the general public and the investors during January 10-11, 2013 at par value of Baht 7.90. The exercise date of UAC-W1 will be on the last business day of March, June, September and December of each year throughout the term of this warrant. The first and the last exercised date are March 29, 2013 and January 31, 2016 respectively. The exercise rate is 1 unit per 1 ordinary share, exercised price is Baht 7.50 per share.

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As the Board of Directors’ Meeting No. 1/2013 held on February 20, 2013 has resolution to pay dividend to its shareholders at the rate of Baht 0.11112 per share, with total dividend payout of Baht 51,198,482 or accounting to 60.88 % of its total net profit after taxes and all required legal reserves. Dividend paid to shareholders of the Company consisted of stock dividend which was paid at ratio of 5 existing shares to 1 stock dividend (or Baht 0.10 per share) and cash dividend which was paid at ratio of Baht 0.01112 per share (in case any shareholder held the indivisible share remaining after such allocation, the dividend was paid in cash in the amount of Baht 0.10 per share). The approval for such dividend payment made the Company have to allocate the capital increase not exceeding 92,150,000 shares at par value of Baht 0.50 to support such dividend payment. However, the exercise of such right was indeterminate because it required an approval from the 2013 Annual General Meeting of Shareholders which was held on April 5, 2013. The Annual General Meeting of Shareholders has resolved to approve dividend payment as proposed. The Record Date for the shareholders who have rights to receive the dividends specified by the Company was April 3, 2013 and the register book closing date was April 4, 2013. Dividend payment date was scheduled on May 3, 2013. The first date the Stock Exchange of Thailand posted the XD sign of the Company’s shares was April 1, 2013. Such payment of stock dividend is regarded as a condition for adjustment of exercise price and exercise ratio of UAC-W1 in accordance with Clause 1.11.1 (b) under the Terms and Conditions Governing Rights and Obligations of the Issuer and Holders of the Warrants Representing Rights to Purchase Ordinary Shares of UAC No.1 (Terms and Conditions of UAC-W1). As a result, the Company has to adjust exercise price and exercise ratio of UAC-W1 for the 2nd exercise (June 28, 2013) as follows: Prior to Rights Adjustment Exercise Price Exercise Ratio

Baht 7.50 per share 1 warrant : 1 share

After Rights Adjustment effective from April 1, 2013 Baht 6.25 per share 1 warrant : 1.20 shares

If there is any fraction of shares due to exercise of UAC-W1 in each exercise period, such fraction shall be disregarded. In addition, during the 2013 Annual General Meeting of Shareholders, the Meeting also approved the relevant matters as follows: - Decrease the Company’s registered capital by deleting the shares remaining from allotment for UAC-W1 of 50,497 shares. - Increase the Company’s registered capital with objectives to support for dividend payout/payment and the right adjustment of UAC-W1 by issuing the new ordinary shares not exceeding 110,600,000 shares at par value of Baht 0.50. Details are as follows: a. Capital increase by issuing new ordinary share for stock dividend not exceeding 92,150,000 shares. b. Capital increase by issuing new ordinary share for right adjustment of UAC-W1 not exceeding 18,450,000 shares. In 2014, the persons notified intention to purchase 14,365 shares of the Company from total number of 92,149,503 UAC-W1 which can be summarized as follows:

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Amount of Amount of Money UAC Shares Received (Baht) st 1 Time (Mar 29, 2013) 295,790 2,218,425.00 2nd Time (Jun 28, 2013) 4,342 27,137.50 rd 3 Time (Sept. 30, 2013) 993,868 6,211,675.00 th 4 Time (Dec. 27, 2013) 13,680 85,500.00 th 5 Time (Mar. 31, 2014) 17,237 107,731.25 th th 6 - 8 Time No one exercised the right Total 1,153,398 1,324,917 8,650,468.75 As of December 31, 2014, there were remaining 90,996,105 UAC-W1. Exercised Date

Amount of UAC-W1 295,790 3,619 828,224 11,400 14,365

The dividend payment policy 1. The dividend payment policy of the Company The Company’s dividend payment policy is fixed at the minimum 40% of net profit of the separate financial statement after taxes and all statutory reserves required by law. However, such dividend payment must also depend upon cash flow, investment plan, terms and conditions in agreements bound by the Company, including legal restrictions, necessities and appropriateness in the future. In addition, the Board of Directors’ resolution on approval of the dividend payment is required to be proposed to the shareholders’ meeting for the approval, except in case of the interim dividend, where the Board of Directors has power to approve and then report to the shareholders’ meeting for acknowledgement in the next meeting. 2.

The dividend payment policy of the associated company Bangchak Biofuel Company Limited

The consideration on the dividend payment is required to have the resolution from the annual general meeting of shareholders and it can do so only after the company sets aside not less than 5 percent of its annual net profit as a legal reserve fund until this fund attains an amount of not less than 10 percent of the registered capital. The Board of Directors may consider for an interim dividend payment to the shareholders, nevertheless, if the company has accumulated loss, dividend payment shall not be allowed. SEBIGAS UAC Co., Ltd. The consideration on the dividend payment is required to have the resolution from the annual general meeting of shareholders and it can do so only after the company sets aside not less than 5 percent of its annual net profit as a legal reserve fund until this fund attains an amount of not less than 10 percent of the registered capital. It shall be paid at the minimum 40% of net profit of the separate financial statement after taxes and all statutory reserves required by law. However, if the company has accumulated loss, dividend payment shall not be allowed. 3.

The dividend payment policy of the subsidiaries The Company has 5 subsidiaries, i.e. UAC Hydrotek Co., Ltd., UAC & TPT Energy Co., Ltd., UAC Energy Co., Ltd., Solar Energy Roof Power Co., Ltd. and UAC TPT Pellets Co., Ltd. The consideration on the dividend payment is required to have the resolution from the annual general meeting of Energy Transformation for Future 82

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shareholders and it can do so only after the company sets aside not less than 5 percent of its annual net profit as a legal reserve fund until this fund attains an amount of not less than 10 percent of the registered capital. However, if the company has accumulated loss, dividend payment shall not be allowed Management Structure The Company’s management structure consists of the Board of Directors and 5 Subcommittees, which are the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Corporate Governance Committee. Names, scope of authority and responsibilities of members of the Board of Directors and the Sub-committees as of December 31, 2014 are as follows: The Board of Directors comprises of: No. Name

Position

Assoc. Prof. Dr. Paiboon Sareewiwatthana

Chairman of the Board of Directors

Mr. Kitti Jivacate

Director

Miss Nilrat Jarumanopas

Director

Mr. Chatchaphol Prasopchoke

Director

Assoc. Prof. Dr. Aekkachai Nittayakasetwat

Chairman of Audit Committee and Independent Director

Assoc. Prof. Dr. Paritud Bhandhubanyong

Audit Committee and Independent Director

Miss Jeerapan Jinda

Audit Committee and Independent Director

Miss Sajjaporn Rammayaprayoon is a Corporate Secretary. The Authorized Directors The authorized directors to sign and bind the Company are Mr. Kitti Jivacate, Miss Nilrat Jarumanopas and Mr. Chatchaphol Prasopchoke, two of three directors jointly sign together with the Company’s seal affixed. Term of the Company’s Directors During every annual general meeting, at least one-third of directors shall retire. If number of directors is not a multiple of three, then number of directors closest to one-third shall retire. The directors who shall retire in the first and the second year after registration of the Company shall be selected by drawing lot, and for subsequently years, the longest serving directors shall be retired. A retired director may be re-appointed. Scope of Authority and Responsibilities of the Board of Directors: 1) To oversee and manage the operations of the Company to ensure compliance with the laws, objectives and articles of association of the Company as well as the resolutions of shareholders’ Energy Transformation for Future 83

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meetings, except the matters which have to be obtained an approval from the shareholders’ meeting first, for instance, any activity that laws has specified that it must have an approval from the shareholders’ meeting, any undertaking of the connected transaction and any acquisition or disposal of the significant assets according to the regulations of the Stock Exchange of Thailand or the other government agencies, and etc. 2) To review and approve the significant matters, i.e. vision, mission, strategy, policy, business plan and budget, project investments which do not list in an annual budget, management structure, management power, policies concerning corporate governance, any transaction or action which shall have significant impact to financial position, liability, status, business operations and reputation of the Company, interim dividend payment and any other matters specified by the Stock Exchange of Thailand or as required by laws. 3) To supervise performance of the management to ensure compliance with the approved policies, business plans and budget. 4) To consider and appoint the qualified person who does not possess the characteristics that are prohibited under the Public Company Act B.E. 2535 (A.D.1992) (including any amendments) and laws on securities and stock exchange as well as the related notifications, regulations and/or rules, in case of a vacancy of a director’s position due to the reasons other than by retirement in due course including to appoint the Company’s President & Chief Executive Officer. 5) To consider on appointment and to determine duty and responsibilities of the Subcommittees as follows: 5.1

To establish the Sub-committees as appropriated and necessary to assist the work operations under the responsibilities of the Board of Directors, i.e. the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management Committee and etc. 5.2 To consider and approve duties and responsibilities of the Sub-committees, as well as the changes in components of the appointed Sub-committees. 6) To establish the reliable accounting system, financial reporting and auditing system as well as to ensure that the internal audit and internal control system are efficiently and effectively, including approve the changes in the significant policies and practices concerning the accounting and internal control system of the Company. 7) To supervise and ensure that the Company has the comprehensive risk management system including effective risk management, reporting and monitoring procedures. 8) To report the responsibilities of the Board of Directors on preparation of financial report by presenting them jointly with the auditor’s report in an annual report. 9) To preserve the best interest of the major and minor shareholders on an equitable basis, and to treat all shareholders and stakeholder fairly. 10) To oversee and ensure that there are clear and transparent management procedures concerning the connected transactions between the Company and the related persons in place to Energy Transformation for Future 84

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prevent any conflict of interest by disclosing the correct and adequate information as well as report to the Board of Directors constantly. 11) To evaluate the performance of the Board of Directors as follows: 11.1 11.2

To prescribe criteria and method on performance evaluation of the Board of Directors and to evaluate their effectiveness constantly. The Board of Directors shall evaluate their own performance every year and shall also make the statement on their performance results including the corporate governance policy applied in the Company in an annual report.

12) The following operational powers shall be exercised only after they have obtained an approval from the shareholders’ meeting first, provided that, any director or person who might have any conflicts, interests or conflict of interest regarding any transaction with the Company or its subsidiary (if any) must not participate in voting on it: (a) (b)

Any activity that the laws has specified that it must have an approval from the shareholders’ meeting first; Any transaction that any director may have some interests and in scope that the laws or regulations of the Stock Exchange of Thailand prescribed that it must have an approval from the shareholders’ meeting first.

13) The Board of Directors may authorize one or more directors or any person to act on its behalf. However, the abovementioned authorization shall not include the delegation of authority or sub-authorization which can entitle the director or such authorized person to approve any undertaking that such person or a person who might have conflict of interest, interests or any benefits in any other manners against benefits of the Company or its subsidiary as well as request for an approval from the shareholders’ meeting to perform any related transaction and any acquisition or disposal of the significant assets according to the regulations of the Stock Exchange of Thailand and notifications of the Securities and Exchange Commission and/or the related agencies for such undertakings. The Audit Committee: All members of the Audit Committee are the Independent Directors as follows: No.

Name

Position

Assoc. Prof. Dr. Aekkachai Nittayagasetwat

Chairman of the Audit Committee

Assoc. Prof. Dr. Paritud Bhandhubanyong

Member of Audit Committee

Miss Jeerapan Jinda

Member of Audit Committee

Mrs. Jarunee Boonmungmee is a secretary of the Audit Committee. Assoc. Prof. Dr. Aekkachai Nittayagasetwat and Miss Jeerapan Jinda have sufficiently skills and experiences to assume duties of auditing accountability of the financial statement.

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Term of Office of the Audit Committee Term of the Audit Committee shall be 3 years each, except in case of retire on rotation pursuant to the Company’s articles of associations. The retired director may be re-appointed but not more than 3 times. The Board of Directors may consider on renewal of term of office of the Independent Director if there are reasonable cause and beneficial to the Company and the shareholders. The Audit Committee shall be directly responsible for the Board of Directors and shall have power, duty and responsibility as per assigned by the Board of Directors. Scope of duty and responsibilities of the Audit Committee Scope of duty and responsibilities of the Audit Committee assigned by the Board of Directors including those required to report to the Board of Directors are as follows: 1) To review the sufficiency, credibility and transparency of the financial reporting by coordinating with the external auditor and the executives who are responsible for preparing of quarterly and yearly financial reports; 2) To review the Company’s internal control system and internal audit to ensure that they are suitable and effective, to determine independence of the internal audit unit, including approve the appointment, transfer and dismissal of the chief of the internal audit unit or any other unit in charge of the internal audit activities; 3) To ensure that the Company complies with the laws on securities and exchange, regulations of the stock exchange and the laws related to the Company’s business; 4) To select and propose an independent person who will be the Company’s auditor, and to fix his or her remuneration then propose to the Board of Directors to further request for appointment from the annual general meeting of shareholders, as well as to attend the meeting with the auditor without any participation of the executives at least once a year. In 2013, the Audit Committee and the auditor have attended joint meeting on November 8, 2013. 5) To have the power to engage an independent consultant, as necessary at the Company’s expenses; 6) To review the connected transactions, or transactions that may lead to conflicts of interest, to ensure that they are reasonable, compliance with the laws and regulations of the stock exchange and the Capital Market Supervisory Board, and for maximum benefits of the Company; 7) In carrying out duties, if the Audit Committee has found or is suspicious about any of the following transactions or activities which may have material impacts to the financial position or performance of the Company, the Audit Committee must report the Board of Directors to take corrective action immediately:  

Transaction with the conflicts of interest; Fraud or unusual transaction or significant deficiency in the Company’s internal control system;

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

Violation or breach of laws on securities and exchange, notifications and regulations of the Stock Exchange of Thailand, the Office of Securities and Exchange Commission and Capital Market Supervisory Board and the laws related to the Company’s business.

In case the Board of Directors or the executives fails to take corrective action within a reasonable period of time, the Audit Committee’s member may report such transaction or activity to the Office of Securities and Exchange Commission or the Stock Exchange of Thailand. 8) If the Company’s auditor discovered any suspicious circumstance concerned with the director, manager or any person responsible for the Company’s operations, which violated the law and the auditor has reported such issue to the Audit Committee. The Audit Committee must conduct an additional investigation without delay and shall report the result of the preliminary investigation to the Office of Securities and Exchange Commission and the auditor within 30 days from the notification date of the auditor. 9) To prepare the Audit Committee’s report and disclose in the Company’s annual report. The report must be signed by the Chairman of the Audit Committee and included at least the following recommendations: (a) (b) (c) (d) (e) (f) (g) (h)

Recommendation on accuracy, completeness and creditability of the Company’s financial report, Recommendation on adequacy of the Company’s internal control system, Recommendation on compliance with laws on securities and exchange, the stock exchange’s regulations, or other laws related to the Company’s business, Recommendation on suitability of the auditor, Recommendation on transactions that may cause conflicts of interests, Number of the Audit Committee’s meetings and attendance of such meetings by each committee member, Overall recommendations or observations that have arisen while the Audit Committee performed its duties in accordance with the Charter, and Other matters which should be made available to the shareholders and general investors within scope of duty and responsibilities assigned by the Company’s Board of Directors.

10) To perform any other tasks as assigned by the Board of Directors, as necessary. In performing the operations pursuant to scope of work, duty and responsibilities, the Audit Committee shall have power to invite the concerned management, the executives or the employees of the Company to report, provide opinion, participate in the meeting or submit document which is deemed relevant and necessary. In addition, the Board of Directors has power to amend the scope of duty and responsibilities of the Audit Committee as it deems necessary and appropriated.

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The Executive Committee consists of: No.

Name

Position

Mr. Kitti Jivacate

Chairman of the Executive Committee

Miss Nilrat Jarumanopas

Member of Executive Committee

Mr. Chatchaphol Prasopchoke

Member of Executive Committee

Miss Sajjaporn Rammayaprayoon is a secretary of the Executive Committee. Term of Office of the Executive Committee Term of the Executive Committee shall be 3 years each. The retired director may be reappointed. The Executive Committee shall be directly responsible for the Board of Directors and shall have power, duty and responsibility as per assigned by the Board of Directors.

Scope of duty and responsibilities of the Executive Committee 1)

To oversee and manage the Companyâ&#x20AC;&#x2122;s business operations as per assigned by the Board of Directors;

To define details on recruitment, training, employment and termination of employment of the Companyâ&#x20AC;&#x2122;s employees, as well as to define benefits and welfare of the employees which are appropriated with situations, customary practices and consistent with the current applicable laws;

To formulate policy, business plan, annual budget, management structure and management power in each line of business of the Company to propose to the Board of Directors for approval;

To consider and approve the capital expenditure which is out of the annual budget or exceeds the annual budget not more than Baht 20 million per year and to approve an additional expense which exceeds the annual budget not more than 10 percent. In case the cost exceeds the specified limit, the Executive Committee shall propose to the Board of Directors for further consideration and approval.

To consider and approve for the joint investment in the consortium or joint venture with the project cost not more than Baht 50 million. In case the cost is more than the specified amount, the Executive Committee shall propose to the Board of Directors for further consideration and approval. The Executive Committee shall also have power to approve for any loan or request for credit of the Company at the amount not exceeding Baht 50 million.

To monitor and follow up the operations of the Company to ensure that they are effectively compliance with the specified management policies and guidelines.

To perform any other tasks assigned by the Board of Directors from time to time.

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However, authority of the Executive Committee as well as delegation of authority to other persons that the Executive Committee deems appropriated shall not include authority or delegation of authority to approve any transaction that the Executive Committee or relevant person who might have conflict of interest, interests or any other benefits in any other manners against the benefits of the Company or its subsidiary or transaction which is not under normal business operation of the Company. Such foregoing transactions are required to submit to the Board of Directors’ meeting and/or the shareholders’ meeting for consideration and approval pursuant to the Company’s articles of association or as per required by law/or the relevant laws. The Nomination and Remuneration Committee: All members of the Nomination and Remuneration Committee are the Independent Directors as follows: No.

Name

Position

Miss Jeerapan Jinda

Chairman of Nomination and Remuneration Committee

Assoc. Prof. Dr. Aekkachai Nittayagasetwat

Member of Nomination and Remuneration Committee

Assoc. Prof. Dr. Paritud Bhandhubanyong

Member of Nomination and Remuneration Committee

Mr. Bovornwich Nonthawong is a secretary of the Nomination and Remuneration Committee.

Term of Office of the Nomination and Remuneration Committee The Nomination and Remuneration Committee shall hold office for a term of 3 years each. The retired director may be re-appointed. The Nomination and Remuneration Committee shall be directly responsible for the Board of Directors and shall have power, duty and responsibility as per assigned by the Board of Directors. Scope of duty and responsibilities of the Nomination and Remuneration Committee 1)

To establish the clear, transparent and suitable policies, criteria, methods and procedures for benefits of the Company with regards to nomination, removal or termination of employment of the directors and top executives of the Company and to propose to the Company’s Board of Directors for consideration and approval.

To consider and nominate the list of the persons qualified to be the member of the Board of Directors, the Sub-committee and top executive to the Board of Directors, in case of vacancy of such position or upon expiration of the term.

To specify the remuneration policy for the directors and top executives of the Company then to propose to the Board of Directors for consideration and approval.

To consider the compensation packages for the Board of Directors and the Sub-committees which shall include the meeting allowances, salaries, bonuses, shares and other relevant fringe benefits and to propose to the shareholders’ meeting for consideration and approval.

To develop a succession plan for the important executive positions and such plan must be constantly reviewed, by taking into consideration importance of position, nomination and

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development, so that such executive successor shall have knowledge, capabilities, experiences and other qualifications which meet requirements and be beneficial to the Company. 6)

To perform any other tasks assigned by the Board of Directors, as appropriated.

The Risk Management Committee consists of: No.

Name

Position

Assoc. Prof. Dr. Paritud Bhandhubanyong

Chairman of Risk Management Committee

Assoc. Prof. Dr. Aekkachai Nittayagasetwat

Member of Risk Management Committee

Mr. Chatchaphol Prasopchoke Member of Risk Management Committee Miss Nirada Promarad is a secretary of the Risk Management Committee.

Term of Office of the Risk Management Committee The Risk Management Committee shall hold office for a term of 3 years each. The retired director may be re-appointed. The Risk Management Committee shall be directly responsible for the Board of Directors and shall have power, duty and responsibility as per assigned by the Board. Scope of duty and responsibilities of the Risk Management Committee 1)

To establish the overall policies and guidelines on risk management of the Company which shall cover financial risks, marketing risks, risks related to transportation and inventory, investment risks and other risks which might impact the operations and reputation of the Company to propose to the Board of Directors for consideration and approval;

To establish the criteria on risk measurement and risk limits acceptable by the Company;

To consider the material risks of the Company and to propose the measures to prevent or reduce such risks to be in acceptable level;

To oversee, monitor, evaluate as well as to improve the operation plans to reduce risks which are suitable for business operations of the Company on continued basis;

To review adequacy of risk management policy and system which shall include efficiency of the system and compliance with the specified policy;

To report the risk reduction operation to the Board of Directors regularly and in case of critical matter which may have significant impact to the Company, such matter shall be reported to the Board of Directors for consideration expeditiously;

To perform any other tasks assigned by the Board of Directors, as appropriated.

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The Corporate Governance Committee consists of: No.

Name

Position

Assoc. Prof. Dr. Aekkachai Nittayagasetwat

Chairman of Corporate Governance Committee

Miss Jeerapan Jinda

Member of Corporate Governance Committee

Miss Nilrat Jarumanopas

Member of Corporate Governance Committee

Miss Sajjaporn Rammayaprayoon is a secretary of the Corporate Governance Committee. Term of Office of the Corporate Governance Committee The Corporate Governance Committee shall hold office for a term of 3 years each. The retired director may be re-appointed. The Corporate Governance shall be directly responsible for the Board of Directors and shall have power, duty and responsibilities as per assigned by the Board. In the event that any director is retired before an expiry of the term, the other qualified director shall be selected to replace such position within 3 months from the date such position is vacant. The term of the replaced director shall be equal to the remaining term of the director he or she replaces. Scope of duty and responsibilities of the Corporate Governance Committee 1)

To study and draft the Corporate Governance Policy under framework of the present laws, criteria, rules and regulations of the regulatory bodies, i.e. the Stock Exchange of Thailand, the Office of Securities and Exchange Commission and the relevant agencies as well as pursuant to the international corporate governance practices.

To propose the Corporate Governance Policy to the Board of Directors for consideration and approval, so that the directors and the executives can use it as the best practices. In addition, the Corporate Governance Policy Statement must also be prepared.

To supervise, oversee and provide suggestions to the Companyâ&#x20AC;&#x2122;s directors and the management on performing duties and responsibilities pursuant to the framework and criteria of the good corporate governance policy to smoothen the operation of the Management; to make it valid for operation and continuity appropriately pursuant to the expectation of the shareholders and the stakeholders.

To consider, review and improve the corporate governance policy on continued basis or at least once a year so that such policy shall always be up to date and consistence with the international practices as well as the law, criteria rules and regulations as well as the recommendations of the internal regulatory organizations responsible for the corporate governance affairs.

To monitor and assess the operations of the directors and the executives pursuant to the prudent practices specified in the corporate governance policy every year at the end of the year.

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To prepare the annual corporate governance assessment report and propose to the Board of Directors during the Board of Directors’ meeting of the following year including suggest any necessary recommendations and opinions.

To suggest the best practices guidelines on ethics and business ethics of the directors, executives, officers and employees of the Company.

To appoint the task force to support the corporate governance operations as necessary and appropriated.

To perform any other tasks assigned by the Board of Directors.

Corporate Secretary In order to comply with the corporate governance principles of the listed companies under the Section of Responsibilities of the Board of Directors and the requirements of the Securities and Exchange Act, the Board of Directors has a resolution to appoint Miss Sajjaporn Rammayaprayoon as a Corporate Secretary. The Corporate Secretary shall be responsible for providing advice on laws and regulations related to the Board of Directors and the executives, supervising the Board’s activities, arranging the Board’s meeting and shareholders’ meeting of the Company, recording a minute of meeting of the Board’s meeting and the shareholders’ meeting, monitoring and coordinating on compliance with the Board’s resolutions as well as preparing and keeping the documents , such as a register of directors, a notice calling the director meeting, a minute of meeting of the Board of Directors and an annual report of the Company, a notice calling the shareholders’ meeting and a minute of shareholders’ meeting; keeping a report on interest filed by a director or an executive and performing any other tasks as specified in the Securities and Exchange Act. The Executives comprise of: No. 1.

Name

Position

Mr. Kitti Jivacate

Chief Executive Officer (He resigned from President position on June 11, 2014)

Mr. Chatchaphol Prasopchoke

President (He was appointed as the President on June 12, 2014) Acting Executive Vice President – Sales, Marketing and Operation

Miss Nilrat Jarumanopas

Executive Vice President – Accounting and Finance

Miss Preeyaporn Thanaratset

Senior Vice President – Sales and Marketing

Mrs. Jarunee Boonmangmee

VP- Finance

Mrs. Aree Pleekhun

VP- Accounting

Miss Sajjaporn Rammayaprayoon

VP-Finance Planning & Corporate Secretary

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Scope of duty and responsibilities of Chief Executive Officer and/or the President Chief Executive Officer and/or President shall have duty and responsibilities on management of the Company as per assigned by the Board of Directors, include the following matters and activities: 1)

To perform day-to-day business operations of the Company;

To prepare the policy, business plan and budget, management structure and management powers of the Company to propose to the Executive Committee for consideration before proposing to the Board of Directors for approval;

To undertake the tasks or operations pursuant to the approved policy, business plan and budget;

To approve the expenses or investment out of annual budget or exceed annual budget, at the amount not exceeding Baht 5 million for the President and not exceeding Baht 10 million for the Chief Executive Officer.

To have the power to approve the disbursement pursuant to the budget which has been approved by the Board of Directors, for instance to disburse the amount exceeding Baht 200,000 each, to disburse an advance payment at the amount exceeding Baht 50,000 each, to entertain and provide gift pursuant to the monthly budget at the amount exceeding Baht 100,000, to acquire the fix asset at the amount not exceeding Baht 2 million, to approve the quotation at the amount exceeding Baht 50 million, to approve sales order at the amount exceeding Baht 50 million.

To have the power to write off a bad debt in case of the President, not exceeding Baht 500,000, in case of the Chief Executive Officer, not exceeding Baht 1 million.

To develop the organization and personnel to ensure that both of them shall be qualified and effective on continued basis.

To be the authorized person of the Company to manage the Companyâ&#x20AC;&#x2122;s businesses to make them achieve the objectives, regulations, policies, rules, regulations, orders, resolutions of the shareholdersâ&#x20AC;&#x2122; meeting and/or resolutions of the Board of Directors;

To oversee and maintain good image of the organization;

10)

To perform any other tasks assigned by the Board of Directors and/or any Sub-committee.

However, the power of the Chief Executive Officer and/or the President as well as delegation of authority to other persons that the Chief Executive Officer and/or the President deems appropriated shall not include the power or delegation of authority to approve any transaction that he or the relevant person who might have conflict of interest, interests or any other benefits in any other manners against the benefits of the Company or its subsidiary or the transaction which is not under normal business operation of the Company. The foregoing transactions are required to submit to the

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Board of Directors’ meeting and/or the shareholders’ meeting for consideration and approval pursuant to the Company’s articles of association or the relevant laws. Nomination of the directors and the executives The Board of Directors and the Chief Executive Officer and the President The Nomination and Remuneration Committee shall have duty to nominate the qualified persons to hold position of the Board of Directors, the Chief Executive Officer and the President upon vacancy of such position or to replace the director who is retired on rotation. The consideration criteria shall focus on persons who have skills and experiences necessary for business operations of the Company based on the following qualifications: 1) Having qualifications conforms to the Public Limited Act, the Securities and Exchange Act, rules of the Securities and Exchange Commission, rules of the Stock Exchange of Thailand and the corporate governance principles of the Company; 2) Having diversified knowledge, capabilities and experiences on various professional fields which shall be beneficial and can add value to the Company; 3) Having characteristics which support and promote the corporate governance operations to strengthen value to the Company, performing duties with accountability, care and loyalty and can fully devote times for the Company. The selection and appointment of the director shall be based on method specified in articles of associations of the Company and the directors who have been appointed are required to have an approval from the shareholders’ meeting. Resolution of the shareholders’ meeting shall be made by a majority of votes of the shareholders who present and have the voting rights. 1. The Company’s Board of Directors shall consist of at least 5 directors, who have been appointed by the shareholders’ meeting and not less than one half of total directors must reside in the kingdom. 2. The shareholders’ meeting shall elect the directors pursuant to the following criteria and methods: (1)

Each shareholder shall have a number of votes equal to the number of shares held.

(2)

Each shareholder may exercise all the votes he/she has to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may not allot his/her votes to any person in any number. The candidates who have the highest votes in descending orders shall be appointed as the directors until all of the director positions are filled. In case the votes for candidates in descending order are tied, which would make the number of directors to be exceeded, the Chairman is entitled to a casting vote.

(3)

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3. During every annual general meeting, at least one-third of directors shall retire. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors who shall retire in the first and the second year after the registration of the Company shall be selected by drawing lot, and for subsequently years, the longest serving directors shall be retired. A retired director may be re-appointed. 4) Any director who shall resign from directorship position shall submit a resignation letter to the Company and such resignation shall be effective from the date such letter arrives at the Company. The resigned director under paragraph one may inform his or her resignation to the registrar under the Public Company Act. 5) In case of vacancy of director’s position due to reasons other than by retirement in due course, the Board of Directors may appoint a person who is qualified and does not possess any prohibited qualifications specified in the Public Limited Act and laws on securities and exchange to be the director in the next Board of Directors’ meeting. Except in a case where the remaining term of a director is less than 2 months, then the term of the newly appointed director shall expire at the same time as the director he/she substitutes. The resolution of the Board of Directors under paragraph one shall consist of votes not less than three fourths of the remaining directors. 6) The shareholders’ meeting may have a resolution to remove any director prior to expiration of his or her term with the votes not less than three fourths of votes of shareholders present at the meeting and have the voting right which must have accumulated shares not less than one half of total shares of the shareholders present at the meeting and have the voting right.

Structure and Components of the Committees The Board of Directors shall arrange to have the appropriated number of directors with the size of business. At present, there are 7 directors, comprising of 4 non-executive directors and 3 executive directors. Of all total number of directors, the Company has 3 Independent Directors. The Independent Director The Company prescribes that at least one third of total members of the Board of Directors shall be the Independent Directors. -

The Board of Directors or the shareholders’ meeting, as the case may be, shall appoint the Independent Director to be members of the Board of Directors. One thirds of the Board of Directors and at least 3 members must be the Independent Directors. Criteria on selection of the Independent Director shall be based on criteria on selection of the Board of Directors. The Independent Director shall not possess prohibited characteristics pursuant to the Public Company Act and the relevant laws on securities and exchange, including the notifications, Energy Transformation for Future 95

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regulations and/or rules. The Independent Director must have the appropriated education, specialized skills and experiences. They must be proposed at the shareholdersâ&#x20AC;&#x2122; meeting for consideration and approval to be the Companyâ&#x20AC;&#x2122;s director. In addition, if any Independent Director vacates from office before an expiration of the term, the Board of Directors may appoint another Independent Director who possesses the abovementioned qualifications to replace such vacated position and the term of the new Independent Director shall be equal to the remaining term of the Independent Director that he or she replaces. The Board of Directors has specified qualifications of the Independent Director which are stricter than criteria of the Office of the Securities and Exchange Commission and the Stock of Thailand as follows: 1. Holding shares not exceeding 1.0 percent of the total number of voting shares of the Company, its parent company, its subsidiary, its associated company or a controlling person of the Company, provided that, the shares held by the related person of such Independent Director shall also be counted for this purpose. 2. Not being or having been a director involved in the management, an employee, a consultant with a monthly wage or a controlling person of the Company, its parent company, its subsidiary, its associated company, a subsidiary in the same level, a major shareholder or a controlling person of the Company, except he/she has resigned from such position at least 2 years prior to the date of appointment as an Independent Director. 3. Not being related by blood or legal registration as a father, mother, spouse, sibling and child, including as a spouse of the child of an executive officer, a major shareholder, a controlling person or a person who will be nominated to become an executive officer or a controlling person of the Company or its subsidiary. 4. Not having or had a business relationship with the Company, its parent company, its subsidiary, its associated company, a major shareholder or a controlling person of the Company in the manner which may interfere the exercise of independent judgment, including not being or having been a major shareholder, or a controlling person of a person having a business relationship with the Company, its parent company, its subsidiary, its associated company, a major shareholder or a controlling person of the Company, except where such restriction had passed for not less than 2 years prior to the appointment as an Independent Director. 5. Not being or having been an auditor of the Company, its parent company, its subsidiary, its associated company, a major shareholder or a controlling person of the Company, and not being a major shareholder, a controlling person or a partner of an audit office for which the auditor of the Company, its parent company, its subsidiary, its associated company, a major shareholder or a controlling person of the Company work, except where such restriction had passed for not less than 2 years prior to the appointment as an Independent Director. 6. Not being or having been a professional service provider, including a legal consultant or financial advisor who receives service fees exceeding Baht 2 million from the Company, Energy Transformation for Future 96

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its parent company, its subsidiary, its associated company, a major shareholder or a controlling person of the Company, and must not be a significant shareholder, a controlling person or a partner of such professional service provider, except where such restriction had passed for not less than 2 years prior to the appointment as an Independent Director. 7. Not being a director appointed to represent the Company’s Board of Directors, a major shareholder or a shareholder who is related to the Company’s major shareholder. 8. Not being in a business of the same nature as, and of significant competition to that of the Company or its subsidiary or not being a significant partner of a partnership or not being a director who is involved with management tasks, a staff member, an employee, a consultant with a monthly wage or holds shares more than 1.0 percent of total shares with voting rights of another company which is engaged in a business of the same nature as and of significant competition to that of the Company or its subsidiary. 9. Not having any other characteristic which prevents the giving of an independent opinion on operations of the Company. The Independent Director shall examine and certify its own independent qualifications at least once a year, by notifying such result together with a report on bio data of director at year end for preparation of annual information disclosure form (56-1 Form) and annual report of the Company.

The Audit Committee

The Board of Directors or the shareholders’ meeting (as the case may be) shall appoint at least 3 directors to be the Audit Committee of the Company and the Subsidiaries. Each member of the Audit Committee shall be an Independent Director and must not be a director who is appointed from the Board of Directors to make decision with regards to the business operations of the Company, its parent company, its subsidiary, its associated company, a subsidiary in the same level, a major shareholder or a controlling person of the Company. He or She must not be a director of the Company, its parent company, its subsidiary, a subsidiary in the same level of the listed company only. The Audit Committee shall have qualifications pursuant to the laws on securities and exchange, including notifications, regulations and/or rules of the Stock Exchange of Thailand on qualifications and scope of work operations of the Audit Committee. In addition, at least 1 member of the Audit Committee shall have adequate knowledge, understandings and experiences on accounting or finance that can audit credibility of the financial statement as well as perform other duties as the Audit Committee. -

The Executives

The Company has a policy to select the persons who are knowledgeable, capable and have relevant experiences concerning with the Company’s business. The selection process must comply with rules on human resources management and must have been approved from the Board of Directors or the person appointed by the Board of Directors. Energy Transformation for Future 97

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The Nomination and Remuneration Committee shall consider and select a person who shall hold a position of the Chief Executive Officer and the President. The appointment of the Chief Executive Officer and the President are required to have an approval from the Board of Directors. The Chief Executive Officer and the President are assigned to appoint the qualified, capable and experienced persons concerning with the Company’s business to be an employee in various levels. However, the appointment of a chief or person who is responsible for audit and internal control is required to have an approval from the Audit Committee first. Directors and Executives Remuneration A. Monetary remuneration 

The Director In 2014, the directors’ remuneration paid by the Company was as follows: Name 1. Assoc. Prof. Dr. Paiboon Sareewiwatthana

Directors’ Remuneration (Baht) 300,000

2. Mr. Kitti Jivacate*

60,000

3. Mr. Chatchaphol Prasopchoke*

60,000

4. Miss Nilrat Jarumanopas*

60,000

5. Assoc. Prof. Dr. Aekkachai Nittayagasetwat

300,000

6. Assoc. Prof. Dr. Paritud Bhandhubanyong

240,000

7. Miss Jeerapan Jinda

240,000

Bonus paid to Non-executive Directors Total Note:

760,000 2,020,000

* These remunerations have been obtained from holding position of the executive committee solely. The executive committee shall receive remuneration at Baht 5,000 per month and is not entitled to any remuneration for being the Company’s director.

During the 2014 Annual General Meeting of Shareholders on April 4, 2014, the meeting has resolved to approve the monthly directors’ remuneration for 2014 at the total amounting not exceeding Baht 2,000,000 (excluding bonus paid to non-executive director) as per the following details:

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Position 1) 2) 3) 4) 5) 

Chairman of the Board of Directors Company’s director Chairman of the Audit Committee Audit Committee Executive director Bonus of Non-executive Director

Remuneration (Baht/Person/Month) 2014 25,000 10,000 15,000 10,000 5,000 Not exceeding 1.5 % of net profit of consolidated financial statement

Payment conditions -

The Committees who are entitled to the remuneration are the Board of Directors, the Executive Committee and the Audit Committee only.

Each director can hold the director position in any other specific committees and is entitled to receive a director’s remuneration in accordance with the position he/she holds.

The Company’s director shall receive the monetary remuneration at Baht 10,000 per month and the executive director shall receive the monetary remuneration at Baht 5,000 per month. However, in case the executive director is also a member of the Board of Directors and/or a member of any other specific committee, such executive director shall not be entitled to the remuneration as the committee member of the Board of Directors and/or as the member of any specific committee. He/she shall be entitled to the remuneration in the part of the executive director only.

The Board of Directors and the specific committee shall be entitled to receive the director’s remuneration from the Company as gratuity, meeting allowance, pension, bonus or any benefits pursuant to the regulations or as per considered by the shareholders’ meeting. Such remuneration may be as per an exact amount or as per defined criteria and shall be specified occasionally or it shall be in effect until further change. Moreover, they shall also earn the allowances and fringe benefits pursuant to the Company’s regulations without having any impact to rights of the officers and employees of the Company who have been elected as the committee with regards to remuneration as the committee and benefits as the officer or employee of the Company. Besides, such remuneration payment shall not against or contradict to qualifications of the Independent Director which has been specified in the laws governing securities and exchange.

All non-executive directors of the Company are entitled to bonus. In case the Company deems appropriated, the Company may consider on payment of bonus to all non-executive directors at total amount not exceeding 1.5 % of net profit of consolidated financial statement. The Board of Directors shall decide when the bonus shall be made as well as details on bonus payment, for instance paying bonus to all non-executive directors who still hold the position. In case term of office of any non-executive directors is less than one year, bonus payment may be made proportionately to term of office of such non-executive directors.

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

The Executives In 2014, the Company has paid the remuneration to the executives as follows:

Remuneration

No. of Person*

2013 Remuneration (Million Baht)

No. of Person*

2014 Remuneration (Million Baht)

1. Salary, bonus and other remunerations, i.e. commission, vehicle cost 4 12.80 4 11.61 and contribution to social security fund 2. Contribution to provident 4 0.44 4 0.48 fund 3. Contribution to purchase 3 0.35 3 0.30 the Company’s shares (EJIP) Total 13.59 12.39 Remark: * The above remuneration of the executives in 2013 and 2014 excluded remuneration of VP- Accounting, VP- Finance and VP- Finance Planning & Corporate Secretary. B. Other remuneration The Company’s Board of Directors received other remuneration as follows: Type Health Insurance

Premium Baht 10,613/Person/Year

Life Insurance Accident Insurance

Baht 3,960/Person/Year Baht 650/Person/Year

Coverage Amount Condition shall be pursuant to type of treatment Baht 800,000 Baht 500,000

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Corporate Governance The Company realizes and puts emphasis on effective, transparent and auditable management system to enhance confidence of all parties concerned and for sustainable growth of business by performing the works ethically and complying with all relevant laws. Hence the Company has defined corporate governance policy to elevate the existing operations, so that they can have clearly and systematically standards and communicate to the Company’s employees at all levels to strengthen the truly corporate governance culture by having policy or operation to maintain fundamental rights of the shareholders that they should be fairly obtained pursuant to the laws or more than that for maximum profit of the Company, the shareholders and the stakeholders in the long run and on sustainable basis. In addition, the Company has publicized the corporate governance policy in its website and also makes available to the directors, the executives and all employees for their acknowledgement and realization on importance of corporate governance on promotion of sustainable growth of the Company. In 2014, the Thai Institute of Directors (IOD) has adjusted survey guidelines and criteria where each category has been changed to make it conform to ASEAN CG Scorecard. Average score on corporate governance performance of the Company was 82 percent (“Very Good”) which was higher than average score of overall listed companies which was at 72 percent and the scores in each and every category were also higher than average scores of overall listed companies. The essence of corporate governance performance can be summarized as follows: 1.

The Rights of Shareholders

The Company recognizes and emphasizes the importance of the fundamental rights of the shareholders, as an investor in the securities and as owner of the Company, i.e. right to buy, sell, transfer shares in their possession, right to share in profits of the Company, right to have adequate access to the Company’s information, right in the shareholders’ meeting, right to express opinions and to jointly make decision on significant matter of the Company, i.e. allocation of dividend, election or removal of the directors, appointment of an auditor, approval of the significant transaction which has impact to direction of the Company’s business operations, amendment of the Company ‘s affidavit, articles of associations and etc. The Company also encourages all members of the Board of Directors, the executives and the auditor to participate in the shareholders’ meeting. In 2014, the Company has arranged the 2014 Annual General Meeting of Shareholders on April 4, 2014. The operations on compliance with corporate governance principles of the Company are as follows:  Invitation to the Shareholders’ Meeting in Advance During the Meeting of the Company’s Board of Directors No. 1/2014 on February 21, 2014, the meeting resolved to arrange the 2014 Annual General Meeting of Shareholders on April 4, 2014. The Company has disclosed the meeting resolution, meeting date, agenda and informed other information via Elcid system of the Stock Exchange of Thailand for the shareholders’ acknowledgment in advance before the invitation letter to the meeting is sent by Thailand Securities Depository Co., Ltd., which is the share registrar of the Company at least 7 days in advance before the shareholders’ meeting. The Company also advertised it in the newspaper for 3 consecutive days which was March 25-27, 2014, so that the shareholders can have adequate time to study and prepare themselves before attending the meeting. Furthermore, the Company also publicized the invitation letter including a complete supporting document as well as opinions of the Board of Energy Transformation for Future 101

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Directors for each agenda, in both languages, Thai and English, on the Company’s website 30 days in advance before the meeting date. The shareholders and the investors have also been informed of such disclosure via the SET’s Elcid system as well.  On the Shareholders’ Meeting Date During the 2014 Annual General Meeting of Shareholders, all 7 members of the Board of Directors, including the auditor and the Company’s legal advisor have attended the meeting. Before the meeting commenced, the chairman of the meeting introduced the directors, the auditor and the Company’s legal advisor to the shareholders and assigned the legal advisor to explain to the shareholders on how ballots are cast and counted including how to vote for the agendum on election of the director to replace the director who is retired on rotation which must be voted one person at a time. The shareholders or the proxy have also been invited to participate in counting the vote during the meeting. The meeting has been conducted in accordance with the sequence of the agenda listed in the invitation to the meeting without any additional agenda which has not been specified in the invitation letter. Information has been provided according to the agenda and the shareholders including the proxy were encouraged to express opinion, suggestion or enquiry. The time provided for consideration of each agenda was reasonable and adequately. The Chairman and the executives have answered any enquiry clearly, precisely and pay attention to all questions before requesting the meeting to vote in each agendum. The policy on remuneration and method on prescribing remuneration of the directors has been presented to the shareholders. The shareholder must have an opportunity to exercise the right to vote on election of the director individually, so that the director who has the most appropriated qualification will be selected. For agendum on selection of director, the shareholders shall put their voting cards in the box to be kept as evidence. In case any shareholder is unable to attend the meeting by himself/herself, the Company shall allow such shareholder to proxy any independent director or any person to attend on his/her behalf, by using one of proxy forms attached with the invitation letter to the shareholders’ meeting. During 2014 Annual General Meeting of Shareholders, 88 shareholders attended the meeting by themselves with total shares of 357,487,061 shares and 48 proxies with total shares of 53,868,845 shares. Therefore, there were 136 people presented in the meeting with total shares of 411,355,907 shares, or accounting for 74.22 percent of total 554,204,839 issued shares, which constituted the quorum pursuant to the law and pursuant to the Company’s articles of association. 

After the Shareholders’ Meeting

During every meeting, a minute of meeting must be taken and important enquiries and suggestions must be recorded therein accurately and completely as well as voting details in each agendum, i.e. approved, disapproved or abstained. The resolution of the minute must be publicized via the Elcid system of the SET on the next working day after the meeting date, of which for this year, it was on April 8, 2014. The minute of meeting has been sent to the Stock Exchange of Thailand, the Office of Securities and Exchange Commission, the registrar of the public limited company, Department of Business Development, Ministry of Commerce on April 18, 2014 which was within the specified timeframe of 14 days. In addition, the minute of meeting, both in Thai and English, including video and audio of such shareholders’ meeting have also been posted on the Company’s website.

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The Equitable Treatment of Shareholders

The Company treats all shareholders equally, regardless of gender, age, race, nationality, religion as follows:  Propose any meeting agenda and nominate a candidate for the director position The Company has an equitable treatment policy for all shareholders, particularly the minority shareholders by allowing the minority shareholder, individually or collectively, who hold minimum shares not less than 20,000 shares for at least 6 consecutive months to propose any meeting agenda for the shareholders’ meeting as well as to nominate a suitable candidate for the director position, together with the detailed information for consideration and/or qualifications and consent of the candidate who shall be nominated in advance of the shareholders’ meeting. The Company by the Nomination and Remuneration Committee shall screen the agenda which are truly beneficial and shall select the candidate with properly qualifications before proposing to the Board of Directors for consideration, then specify in the meeting agenda. On October 14, 2013, the Company has invited the shareholders to propose agenda and nominate the candidate for director position in advance for the Annual General Meeting of Shareholders publicized via the SET’s Elcid system including the Company’s website, under topic of “Investment Relations”. Criteria and method for such proposal and nomination have also been specified. The period for such proposal and nomination was during October 14, 2013 to January 31, 2014 before the Nomination and Remuneration Committee arranges the meeting to select the one third of directors who shall be retired on rotation and before the Board of Director holds a meeting to consider the agenda for the Annual General Meeting of Shareholders. However, no shareholder submitted their request for the Company’s consideration and the Corporate Secretary has reported to the meeting of the Board of Directors for their acknowledgement already  Facilitate the shareholders during the shareholders’ meeting The Company provided adequate staff to facilitate the shareholders and the proxy who attended the meeting. The registration shall be opened 2 hours in advance before the meeting and it has been expanded to the period before the consideration of the last agenda. Barcode system has been used for registration process for conveniently and speedily purpose. All shareholders shall have equitable right. Before each meeting, the chairman shall clearly explain how ballots are cast and counted and shall provide reasonable time to all shareholders to express their opinions, suggestions and inquiries in each agenda. The chairman shall conduct the meeting in accordance with sequence of the agenda. The Company does not have a policy to add agenda without notifying the shareholders in advance, so that all shareholders shall have time to study agenda before they make any decision.  Usage of inside information and undertaking of related transaction The Company employs a strict policy on usage of inside information to prevent any abusive selfdealing for the sake of fairness of all stakeholders. The Company has prescribed the written guidelines on maintaining the Company’s inside information and guidelines to prevent usage of such information for personal gain. The Company also specifies that the directors, the executives and all employees shall not purchase or sell the Company’s shares by using confidential and/or inside information and/or enter into any legal acts by using the Company’s confidential and/or inside information, which may cause damages, either directly or indirectly, to the Company. Additionally, Energy Transformation for Future 103

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the directors, the executives and the employees who work in the unit that can access to inside information shall not use such information before it has been disclosed to the public. Any persons who can access to inside information including their spouses, children under legal age, are prohibited to purchase or sell the Companyâ&#x20AC;&#x2122;s shares, directly or indirectly (such as the nominee via the personal fund) within 1 month before disclosure of quarterly and annually financial statement and at least 3 days after disclosure of such information. The Company provided information to the directors and the executives on their obligations to report their securities holding of the Company and penalty clauses pursuant to the Securities and Exchange Act B.E. 2535 and the regulations of the Stock Exchange of Thailand. In case the directors or the executives purchased or sold the Companyâ&#x20AC;&#x2122;s securities, such directors or the executives are required to file a report on their holdings of the Companyâ&#x20AC;&#x2122;s securities, including of their spouses and children under legal age pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 every time they buy or sell such securities within 3 days to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand for acknowledgement and further dissemination to the public. Moreover, the Company establishes the disciplinary penalty against people who exploit usage of or disclose inside information which, if released prematurely, would cause damage to the Company. Various penalties have been imposed, such as verbal warning, written warning, probation and termination of employment, by firing or discharging, as the case may be. The Company also adheres to the equitable treatment of shareholders and prescribes the transparent and auditable management guidelines on conflict of interests, especially in consideration on transaction between the Company and the interest person or the related persons. In case of such incident, such interest person shall report to the Company immediately and shall not participate in consideration or voting in such matter. The Company also stipulates the guidelines to prevent the director or the executive who has an interest in transaction from participating in decision making process. During the vote session at the Board of Directors, any director with such interests shall not be entitled to vote. 3.

The Role of Stakeholders

The Company recognizes the rights of all stakeholders, including the internal stakeholders (i.e. the shareholders, the executives and the employees of the Company) and the external stakeholders (i.e. the creditors, the customers, the business partners, the competitors, the government sector, the societies and the communities). The Company realizes that the supports and opinions from all stakeholders shall be beneficial to the business operations of the Company. Therefore, the Company shall comply with the laws and the related regulations to ensure that the rights of those stakeholders are under good care. In addition, during the course of business operation, the Company has taken into consideration the rights of all stakeholders pursuant to the following guidelines: Shareholders:

To treat all shareholders equally, maintain their benefits and not perform any action which may violate or lessen their rights; to strongly commit to increase maximum satisfaction to the shareholders by taking into consideration the sustainable growth of the Company; to increase value added and appropriate returns on continued basis as well as to adhere to good corporate governance.

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Employees:

Customers:

Business partners and creditors:

Competitors:

To treat all employees equally and fairly, with regards to the opportunity, compensation, fringe benefits and potential development. All employees are regarded as valuable resources and key factor to drive the organization to achievement. Therefore, the Company is determined to become the learning organization to enhance corporate culture and working atmosphere, promote team work, develop capabilities of the employees and ensure that they have securities in their careers and confidence in their quality of life and safety at work. The Company shall listen to opinions and feedback of the employees at all levels equally and fairly. Moreover, the Company has arranged various activities to encourage participation among the employees, i.e. badminton, excursion trip to promote a teamwork collaboration, such as Sports Day and New Year Party, CEO Meets New Employees, Waterpouring ceremony to ask a blessing from the respected elderly on Songkran Festival, staff birthday celebration and office merit ceremony and offering food alms to the monks at the office. To determine to create satisfaction and confidence to customers; take good care and be responsible for customers. Customers shall receive good, qualified and safely products/services at the appropriated prices and pursuant to the prescribed standards. The Company shall strictly comply with the conditions and agreements made with customers. The Company shall develop itself to increase standards of products and services continually and shall maintain good and sustainable relationships with the customers as well as shall not exploit the customersâ&#x20AC;&#x2122; information for the benefits of its own or of the related persons. In addition, for the past period, the Company has received good evaluation from the customers. To take into consideration the equality, fairness and integrity while conducting business. To have business ethics and maintain mutual benefits with the business partners and the creditors by strictly observing laws and rules jointly specified. To not request for, receive or pay any fraudulent benefits while dealing business with the business partners. To strictly comply with conditions and treat the creditors fairly as well make repayment in timely manner, maintain warranty securities and other conditions under the agreement fully and correctly and pursuant to good corporate governance principles. The creditors and the business partners shall be reported in advance if the obligations in the contracts cannot be met and corrective measures shall be jointly discussed. To treat the business competitors pursuant to the international practices under the laws on trade competition principles and shall adhere to good and equally competition rules. To not obstruct any business competitors, do not damage reputations of the business competitors by accusing, mudslinging and attacking ungrounded or perform any actions which are unfair to the competition.

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Public sectors:

Communities, societies and environment:

To emphasize transparency and integrity while performing any transactions with the officials or the government agencies in order to avoid any improper actions and against best management practices as well to oppose the offer of a bribe to the government officials to facilitate or for benefits of the Company. The Company has the policy to conduct the business with community, social and environmental responsibilities with regards to safety, quality of life and natural conservation; to promote effective use of energy; to realize the quality of life of the community and society as well as to assure that all of operations or decisions made or all products and business undertakings of the Company are performed appropriately and complied with the laws, rules, regulations and standards and they do not have any impact to the environment, community, society as well as all stakeholders. The Company also encourages its employees to have consciousness and responsibility to the surrounding communities, society and environment and to provide coordination with the activities arranged by the communities that the Company have business with, as appropriated. The Company has arranged the energy saving campaign within the organization to encourage all employees to have energy saving conscious mind at all times as the Company realized that the energy saving task must start from within the organization. Furthermore, the Company also arranged activities and projects to help the communities and the society by participating in the community development projects under the CSR framework, for instance scholarship presentation to the students in the schools surrounding the plant, participation in Children Day Activities with the schools and communities, Youth Organic Agricultural Project. The Company determines to conduct many social and environmental responsibility projects and undertakes the business by recognizing the social responsibility or the impacts which may incur to all stakeholders for sustainable business operation in the future.

The Company has specified the anti-corruption policy and set up measures to prevent and handle corruption which might occur or has occurred in the Company by taking into consideration moral principle, mercy, righteousness and principles of law. In addition, the Company has provided the channels for the stakeholders and the investors to notify, suggest, file a complaint or clue with regard to illegal act, correctness of financial statement, defective internal control system or any acts which is against the ethics principles to the Board of Directors via the Audit Committee through email address: chairman_auditcom@uac.co.th or visit the Companyâ&#x20AC;&#x2122;s website and click at Icon: Send email to Chairman of the Audit Committee. Details of the person who notifies such information (the whistle blower or the informant) or the clues shall be kept confidential to protect the right of such informant.

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Moreover, the Company also established the corporate social responsibility policy by focusing on conducting business with social and environmental responsibility and supporting the social, community and environmental activities on continued basis. The Company emphasized on significance of fundamental human rights, respect of right and freedom without discrimination and non-infringement of intellectual property or copyright including anti all kinds of corruption. Policy on quality must be defined by determining to provide good quality product and deliver the products on time. Additionally, the personnel must be developed to increase the competitive edge and efficiency. The employees shall strictly uphold to these principles for work efficiency and effectiveness. 4.

Disclosure and Transparency

The Board of Directors puts emphasis on disclosure of accurate, timely and transparent information, financial report and general information pursuant to the criteria of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as other material information which shall impact the prices of the Company’s securities, decision-making procedures of the investors and the stakeholders of the Company. The Company has disclosed its information technology to the shareholders, the investors and the public through the channels and public media of the Stock Exchange of Thailand and on the Company’s website for the sake of fairness and credibility. The Company has specified the policy that the directors and the executives must report about their conflict of interests in the form provided every year and every time there is any change (if any) of the interest. The corporate secretary shall present such report to the Chairman of the Board and the Chairman of the Audit Committee. With regards to the Investor Relations, the Company has established the Investor Relations Unit to facilitate the investors and the stakeholders on an access to the Company’s information. However, since there are only small numbers of such activities, therefore the Chief Executive Officer and/or the President was assigned to contact, communicate with the relevant institutional investors, the shareholders, as well as the analysts and the other related organizations. Other channels to contact with or enquire any information of the Company are via the Company’s website (www.uac.co.th) or contact the corporate secretary at tel. no. +66 2936 1700 Ext. 118 and Email Address: sajjaporn@uac.co.th. On November 27, 2014, the Company received Best Investor Relations Award for the listed company in mai Stock Market during 2014 SET Awards arranged by the Stock Exchange of Thailand. This award was presented to the listed companies with outstanding investor relations (IR) by taking into consideration the questionnaires on IR operation and satisfactory survey of the users with regards to quality of information, characteristics of the IR management and team work, diversification and efficiency of communication channel as well as policy favorable to the shareholders and the investors. It is one of the awards of pride of the Company. In 2014, the Company has publicized information to the analysts, the investors, the shareholders, and the press in various forms as follows: 1. Participate in ‘Opportunity Day’ Event arranged by the Stock Exchange of Thailand for the performance of the 1st and the 2nd Quarter of 2014, including participation in mai Forum, arranged by mai Stock Market on July 1, 2014 where many shareholders and the investors were interested in and visited the Company’s booth. Energy Transformation for Future 107

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Mr. Kitti Jivacate, the Chief Executive Officer and Mr. Chatchaphol Prasopchoke, the President gave interview to the television programs and mass media to provide information on nature of business, performance and business operation policy of the Company, such as: - Give an interview to Money Channel, Money Talk Weekly and Money Talk Day - Give an interview to E-Investor Channel for Executive Talk Program - Give an interview to in ASTV channel and etc. Publicize information and analysis review of UAC securities issued in 2014 on the Company’s website under topic of “Investor Relations”. Present information and video about ‘Opportunity Day’, ‘2014 Annual General Meeting of Shareholders’. Welcome analysts and fund managers from various securities companies who visited the executive, such as: - Country Group Securities Public Co., Ltd. - KIG (Thailand) Securities Public Co., Ltd. - CIMB (Thailand) Securities Co., Ltd. - SCB Securities Co., Ltd. - Hongkong and Shanghai Banking Corporation Company (HSBC) - Leading Assets United Limited: Thai Focused Equity Fund - Equities First Holdings LLC (from Singapore)

The Board of Directors shall be responsible for the Company’s financial statement, and the financial information as presented in the annual report. Such financial report shall be prepared pursuant to the generally accepted accounting principles of Thailand by selecting and constantly adhering to proper accounting policies. The information in the financial statement must be adequately and accurately disclosed. The Audit Committee shall review quality of the financial report and the internal control systems including disclose the material information adequately in the notes to financial statements then report to the Board of Directors for acknowledgement. The Company has engaged D I A International Co., Ltd. to be the auditor of the Company and its subsidiaries for 2014. This company has been engaged as the auditor since 2009 and it did not have any interest with the Company, its subsidiaries, executives, major shareholders or the related persons of the aforementioned parties. It has independency and recognized qualifications as well as approval from the Office of the Securities and Exchange Commission. The Company’s financial statement always has been certified without any conditions from the auditor. The Company did not have any track record for being ordered to amend the financial statement by the Office of the Securities and Exchange Commission and it did not have any record for late submission of both quarterly and annual financial statement.

Responsibilities of the Board of Directors

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Structure of the Board of Directors

The Board of Directors consists of the knowledgeable and experienced members in diverse fields useful for Company’s business without any discrimination against gender and does not possess the prohibited characteristics pursuant to the law on public limited companies. The Board has important role in setting up policies and overall image of the organization, including supervising, auditing and evaluating performance of the Company against the given plans to ensure that they are in line with the laws, regulations, and resolutions of the shareholders’ meeting with honesty, ethics and under Energy Transformation for Future 108

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code of conduct. It shall supervise the management tasks of the executives to ensure that they are as per the specified targets and guidelines for the maximum benefits to the Company and the shareholders. The Company has the policy on restriction on holding of director position where each director can hold director position not more than 5 listed companies, so that the Company can gain maximum benefits from each director because he/she can devote his/her time to perform duty effectively and efficiently. The Chief Executive Officer and the President shall report to the Board of Directors in case they hold director position in other company, except in the case where they have been assigned to hold such position by the Company. The structure of the Company’s Board of Directors is that more than one third of total members of the Board of Directors are the Independent Directors to act as balance of power on casting vote while considering various matters and the Audit Committee shall comprise of 3 Independent Directors. The Company has a policy that term of office of the Independent Director shall not be more than 3 terms, 3 years each. The Board of Directors may consider on renewal of term of office of the Independent Director if there are reasonable cause and beneficial to the Company and the shareholders. At present, the Board of Directors consists of 7 members, 4 of them are non-executive directors who are qualified to be Independent Directors (3 of them are Independent Directors and members of the Audit Committee) and 3 executive directors who are the Chief Executive Officer, the President and the Senior Vice President – Accounting & Finance. The number of the Company’s Independent Directors is compliance with the criteria specified by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand which specified that it must not less than one thirds of total number of directors. The Company’s articles of association specified that during every annual general meeting, one-third of directors shall retire. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors who shall retire in the first year and the second year after the registration of the Company shall be selected by drawing lot, and for subsequently years, the longest serving directors shall be retired. A retired director may be reappointed. The Board of Directors has appointed the Sub-committees, namely the Executive Committee, the Audit Committee, the Nomination and Remuneration, the Risk Management Committee and the Corporate Governance Committee to conduct specific matters and propose them to the Board of Directors for consideration or acknowledgement. Such Sub-committees shall have the rights and duties as per specified in their scope of duty and responsibilities. Furthermore, the Company has a policy to assess performance and review operations of the Sub-Committees every year. The Board of Directors has a policy that the Chairman of the Board and the Chief Executive Officer must not be the same person for clarity on responsibilities between specifying supervisory policy and routine management. Roles and responsibilities of the Board of Directors and that of the executives are clearly defined and segregated with balance of power. The Board of Directors has duty to formulate the policy and oversee the operations of the executives at policy level, while the executives perform their duties in various aspects pursuant to the specified policy. The Board of Directors has appointed Miss Sajjaporn Rammayaprayoon as the Corporate Secretary who shall have duties and responsibilities as per specified by the Securities and Exchange Act B.E. 2535. The Corporate Secretary shall be responsible for providing advice on laws and regulations that Energy Transformation for Future 109

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the Board of Directors and the executives must be well aware, supervising the Board’s activities, arranging the Board’s meeting and shareholders’ meeting of the Company, recording a minute of meeting of the Board’s meeting and the shareholders’ meeting, monitoring and coordinating on compliance with the Board’s resolutions as well as preparing and keeping important documents of the Company, such as a register of directors, a notice calling the director meeting, a minute of meeting of the Board of Directors and an annual report of the Company, an invitation letter to the shareholders’ meeting and a minute of shareholders’ meeting; keeping a report on interest filed by a director or an executive and performing any other tasks as specified in the Securities and Exchange Act. 

Roles, Duties and Responsibilities of the Board of Directors

The Board of Directors has duties to consider and provide opinions on important matters concerning business operations of the Company, such as vision and mission, strategies, risks, plan of actions and budget as well as to monitor performance of the executives to ensure their efficiency and effectiveness on compliance with the specified policies and plans of action. The vision and mission of the Company must be reviewed and considered at least every 5 year or when nature of business has significantly changed. 

Segregation of Duties between Policies Setting and Routine Management

The Board of Directors has segregated power, duties and responsibilities on establishing supervisory policies and routine management clearly. The Chairman of the Board of Directors, the Chief Executive Officer and the President are appointed by the Board of Directors. The Chairman of the Board who must not be the same person as the Chief Executive Officer shall take the lead and have key roles in making decision concerning the Company’s policies as a result of the meetings of the Board of Directors under business objectives jointly considered and established by the Board and the executives. During each meeting, all directors are encouraged to actively participate as well as express their opinions independently. The Chairman shall also act as a chairman of the shareholders’ meeting of the Company. However, the Chairman shall not engage in routine tasks but shall support and give advice on business operations to the executives through the Chief Executive Officer constantly. The Chief Executive Officer shall be responsible for business management under the power authorized by the Board of Directors. 

Policy on Corporate Governance

The Company has prepared the written corporate governance policy and such policy has been approved by the Board of Directors’ meeting No. 1/2010 on May 6, 2010. The Board of Directors assigned the Corporate Governance Committee to regularly review and monitor on compliance with such policy and present to the Board of Directors for acknowledgment. The Company has communicated with everyone in the organization about the correct and mutual understandings about ethical standards for business dealings and encouraged everyone to comply with such specified policy.

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

Code of Conduct

The Board of Directors adheres to the equitable and fair business operations and specifies a written code of conduct to put into practice and disseminate to the directors, the executives and the employees as practical guidelines. Objectives are to express its intention to conduct business with transparently, ethically and responsibility to the stakeholders, by taking into consideration the societies and environment through the trainings and various communications within the organization. Such code of conducts shall reflect goodwill and practical guidelines to be observed by all employees. Ethical framework include respect and comply with laws, interests and conflicts of interests, use of inside information and maintenance of confidential information, internal control system and internal audit, receiving and giving of gifts, properties or other benefits, intellectual properties, information technology and communication, political rights and impartiality, employees treatment and responsibility to stakeholders. The Company has announced and informed all employees for their acknowledgement and strictly compliance beginning from the orientation when they start to work as well as promoted on compliance with such guidelines continually. The internal audit unit shall regularly follow up their performance then report to the Audit Committee for its acknowledgement. 

Conflict of Interest

The Company’s policy concerning the conflict of interest is based on principle that any decision making on business operations shall be based on maximum profits of the Company only and shall avoid any acts which can cause conflict of interest. The directors, the executives and the employees shall review and disclose the transactions with conflict of interest for the Company’s acknowledgement, as well as to inform their relationship or connection with such transaction. During any consideration, person who is related to or connected with such transaction shall not participate in consideration process and shall not have power to authorize for such transaction. Any undertaking to be conducted shall bear in mind about its suitability, prices and conditions, like conducting the transactions with the third party. The Audit Committee shall propose the connected transactions and the transactions with conflict of interest to the Board of Directors for consideration and approval and they shall be carefully considered to ensure compliance with criteria of the Stock Exchange of Thailand as well as to disclose them in the annual report and annual information disclosure form (Form 56-1). The members of the Board of Directors and the executive of the Company shall include their spouses and children under legal age. When there is a change in securities holding of the Company, they shall notify the Company and submit a report on a change of securities holding to the Office of the Securities and Exchange Commission under Clause 59 of the Securities and Exchange Act B.E. 2535 (A.D. 1992) within 3 working days after the date such shares have been purchased, sold, transferred or accepted transfer. In addition, the directors, the executives or the working units that can access to inside information are prohibited to disclose such information to the third party or other people who do not have the related responsibilities. They are also prohibited to purchase or sale of securities of the Company within 1 months before disclosure of financial statement to the public and at least 3 days after disclosure of such information to prevent any wrongfully use of inside information.

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

Internal Control System

The Board of Directors places importance on good corporate governance and internal control systems, both at management and operation level. Internal control system is a key mechanism to provide confidence to the executives to reduce business risks, support effective business operations by allocating properly resources to achieve the targeted objectives. It can prevent the assets from missing, losing or wrongfully exploiting. It can also make the annual report accurately and credibility, including can help the personnel to comply with related laws and regulations as well as to protect the shareholders’ investments. As a result, the Company has defined a clearly written policy on duties, operational powers of the executives and the employees, on control usage of the Company’s assets, including to appropriated segregate the operating person, the supervising person and the evaluating person for purpose of balance of power and cross checking. The Board of Directors assigns the Audit Committee to audit the suitability and efficiency of the internal control systems established by the executives, relating to the operation, financial reporting, compliance with rules, regulations, policies and corporate governance principles including risk management. The Board of Directors also emphasizes on advance warning signs and irregular transactions. The Company has engaged Miss Anchanin Kumpuakmit who has capabilities and experiences on auditing internal control system to be the Company’s internal auditor to audit and ensure that the Company has adequate and proper internal control systems. For full independency and balance of power, such internal auditor shall directly report to the Audit Committee. The Company shall constantly follow up and evaluate adequacy of the internal control systems at least once a year to ensure effectiveness of the system. 

Risk Management

The Board of Directors puts emphasis on risk management and is responsible for defining overall risk management policy of the organization, assessing risk and managing them to be in acceptable level. The Board of Directors has appointed the Risk Management Committee to manage risks to ensure that risk management is effective and is compliance with the specified policies. Overall principles are that there shall be the measures to tackle any risks that might prevent achievement of the planned business operations and the Company must have measures for managing those risks by arranging internal control system and risk management system in place as well as disclose it to encourage and stimulate everybody to build up working culture that realizes importance of risks and understanding of their causes then corrects them, for instance the improvement of the working procedures, usage of the resources properly as well as usage of tools to prevent or mitigate any possible risks. The abovementioned systematic operations can provide new business opportunities which can add value to the organization. 

Report of the Board of Directors

The Board of Directors is responsible for the financial statement of the Company and assigns the Audit Committee to audit and prepare the financial report in accordance with the generally accepted accounting principles. The Company’s important information must be adequately and transparently disclosed. The Accounting Department and/or the auditor shall attend the joint meeting and present the financial report to the Board of Director every quarter. The Board of Directors is responsible for the Company’s financial information including the financial information system (Report on Energy Transformation for Future 112

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Responsibilities of the Board of Directors to the Financial Report) as presented in the annual report. Such financial statement has been prepared pursuant to the generally accepted accounting standards and has been audited by D I A International Audit Co., Ltd., the Company’s auditor. Disclosure of important information system including the financial and non-financial information shall be based on complete facts and on regularly basis. Self-assessment of the Board of Directors The Board of Director has specified the policy that mandated all directors to assess performance of the whole committee in each year by using the Board Self-assessment Form. Topics of such assessment are divided into 6 main topics: Structure and Qualifications of the Board; Roles and Responsibilities of the Board; the Board Meeting; the Board’s Performance of Duties, Relationship with the Management and Self-development of Director and Executive Development. Additional details in each topic will be provided to the director to support their consideration. The Board Selfassessment Form shall be reviewed on appropriateness every year. Results from assessment shall be used for develop efficient of the Board. In 2014, the overall results of the assessment for the whole committee are excellence and most appropriated with average points of 96.98%. 

The Board Meeting

Generally, the Board shall arrange the meeting every 3 months by planning meeting schedule in advance every year and an extraordinary meeting may be arranged in case of necessity. For each meeting, the clear agenda must be specified with correct, complete and adequate supporting documents submitted to each director in advance prior to the meeting at least 7 days so that the director can have time to study information before attending the meeting, except in case of emergency. Minutes of meeting of the previous meetings which have been approved from the Board of Directors’ meeting shall be kept and available for inspection any time. Furthermore, the Company must prepare and submit a monthly performance report to the Board of Directors for acknowledgement, so that the Board can be informed of the Company’s business and can supervise operations of the executives continually and in due time. During the meeting, the Chairman of the Board of Directors, the Chief Executive Officer and the President shall jointly set agenda for each Board Meeting and each Board member is allowed to suggest agenda items. It also has a policy to encourage all directors to attend the meeting every time or at least 3 out of 4 of the meeting throughout the year, so that each director can fully take part in consideration and provide opinions for the meeting agenda. The Chairman shall lead the meeting and all other directors are encouraged to express their views independently. Top executive may attend the meeting during some agenda to provide detailed information that they are responsible for and to be informed of the policy directly. Resolution of the Board of Directors’ meeting shall be made by a majority of votes and there must be at least 2 out of 3 of all directors present and cast the vote and each director shall have one vote. The director who might have any conflict of interest shall not attend the meeting and/or shall not cast the vote. In the event of a tie, the chairman of the meeting shall have an additional casting vote. All committee members are entitled to inspect the meeting document and other important document and if the Independent Director or the Audit Committee has any inquiries, other director and the executive of the Company shall answer such inquiries accurately and as soon as possible.

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In the event where the director does not agree with the resolution of the meeting, such director may ask the Corporate Secretary to record such disagreement in minute of meeting or submit an objection notice to the Chairman of the Board. The Corporate Secretary shall attend the Board Meeting every time to record a minute and submit it to the Board of Directors within 7 days from the meeting date and request the Chairman of the Board to consider, sign and certify it. Such minute shall be proposed to the next meeting for certification and approval. The Corporate Secretary shall collect the information or documents concerning the meeting for convenience on searching and reference. Normally all members of the Board of Directors shall attend the meeting every time, except there is a necessary matter which shall be notified in advance prior to the meeting. Moreover, the Board of Directors has a policy that Non-executive Directors shall hold meeting among themselves, as necessary to consider the issues of their interests without the management presenting. In 2014, they have arranged such meeting on December 15, 2014 and results of the meeting have already notified the Chief Executive Officer. The participation of each committee member can be summarized as follows:

2014 Board of Directors (5 times) 1. Assoc. Prof. Paiboon Sareewiwatthana 2. Mr. Kitti Jivacate 3. Mr. Chatchaphol Prasopchoke 4. Miss Nilrat Jarumanopas 5. Assoc. Prof. Dr. Aekkachai Nittayagasetwat 6. Assoc. Prof. Dr. Paritud Bhandhubanyong 7. Miss Jeerapan Jinda



Audit Committee (4 times)

Executive Committee (7 times)

Risk Nomination & Management Remuneration Committee Committee (4 times) (3 times)

Corporate Governance Committee (1 time)

5/5 5/5 5/5

7/7 7/7

5/5

7/7

4/4 1/1

5/5

4/4

3/3

5/5

4/4

3/3

5/5

4/4

3/3

1/1

Remuneration

The remuneration policy of the Company for the directors and the executives is appropriated and is based on the Company’s performance and consistency with the same group of business/industry including appropriateness of duties and responsibilities of each director and executive. It is provided as the committees’ remuneration and/or salary and bonus.

Remuneration to the Committees and the Sub-committees The 2014 Annual General Meeting of Shareholders dated April 4, 2014 has approved the remuneration to the Committees and the Sub-committees. Details of the remuneration and the payment conditions are presented in the Remuneration to the Directors and the Executives. Energy Transformation for Future 114

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Remuneration to the Chief Executive Officer, the President and the Executives The Company carefully considers about the remuneration to the Company’s executives to ensure that it is appropriated and in comparable rate with the same group of business in order to attract and retain the qualified executives. The executives with greater duty and responsibilities are paid more. The consideration criteria are based on principle and policy specified by the Board of Directors, performance of the Company as well as scope of responsibility and performance of each executive. In addition, the Company has assessed performance of the Chief Executive Officer every year and information gained shall be used by the Remuneration and Compensation Committee to consider about remuneration of the Chief Executive Officer before proposing to the Board of Directors for consideration and approval. 

Development of the Directors and the Executives

The Board of Directors has a policy to encourage and facilitate on provision of trainings to the directors whose roles are concerning corporate governance operations of the Company, such as the directors, the Audit Committee, the Risk Management Committee and the executives and etc. to enable them to continuously improve their performance (Details on training record of the directors are presented in topic ‘The Board of Directors and the Executives”). Every time there is a change of a director or a new director, the Company shall provide a new director with material and useful information for fulfilling his/her duty. Moreover, the Chairman or the person assigned by the Chairman shall introduce about nature of business and business directions to a new director as well. 

The Management on Operations of the Subsidiaries and the Associated Companies

The Board of Directors has management mechanism that can control, supervise on administration and is responsible for operations of the subsidiaries to preserve benefits of the Company’s investments. The Company’s representatives are assigned to be the director and/or the executive in the subsidiaries and the associated companies pursuant to shareholding proportion of such companies. The Board of Directors shall consider and approve on appointment of the Company’s representative to hold position of director and or the executives in the subsidiaries and the associated companies, as well as their power, duty and responsibilities. In addition, with regards to stipulation of important policy on business operations of the subsidiaries and the associated company, they shall be presented to the Company’s Board of Directors to consider and approve before proposing to the Board of Directors of the subsidiaries or the associated companies, so that the supervision on their operations shall be efficiently and in line with the operation criteria of the Company. 

The Supervision on the Use of Inside Information

For transparency and prevention of personal gains from the usage of the Company’s inside information which has not yet been disclosed to the public as well as for avoidance of any criticism concerning an appropriateness on purchase and sales of the securities by the internal people, the Company, therefore, has established the operating guidelines to be observed by the Company’s directors, the executives and the employees as follows:

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The Company’s directors, the executives and the employees shall maintain confidentiality and/or inside information of the Company by not disclosing it or using it for their own benefits or for benefits of the third party directly and indirectly. They shall not purchase, sell, transfer or accept transfer the Company’s securities by using the confidential and/or inside information of the Company and/or undertake any legal action by using the confidential and/or inside information of the Company which might pose damages to the Company, directly or indirectly.

The directors, the executives, the employees in the working unit who can obtain inside information shall not use such information before it is disclosed to the public and shall not purchase, sell, transfer or accept transfer the Company’s securities during the 1 month period prior to the quarterly or yearly financial statement has been disclosed to the public and at least 3 days after the disclosure of such information.

In addition, such requirement shall also apply to the spouse and children under legal age of the Company’s directors, the executives and the employees. Those who violate shall be subject to disciplinary or legally penalty, as the case may be.  Remuneration of the Auditor The Company and its subsidiaries paid remuneration to D I A International Auditing Co., Ltd., its auditor for the year of 2014 totaled Baht 1,330,000.00 with details as follows:

Details on Auditing Works Auditing fee of the Company Auditing fee of the Subsidiaries Other services fees Total remuneration 

2014 920,000.00 250,000.00 160,000.00 1,330,000.00

Personnel

As at December 31, 2014, the Company has total 114 employees and all of them are permanent employees which can be divided into each line of business as follows:

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Department/Business Sales & Marketing Business Development Project & Engineer Supply Chain Management Accounting Finance Finance Planning Procurement Administration & Executive Secretary Human Resources CSR&QM CBG Plant PPP Project 

No. of Employees (Persons) 15 3 9 7 7 4 2 5 16 2 2 16 26

Employees’ remuneration

In 2014, total remuneration paid to the employees by the Company was Baht 68.63 million, comprising of salaries, commission for sales of goods, vehicle cost, contribution to the provident fund, contribution to the social security fund, and contribution to the purchase the Company’s shares (EJIB) and etc. 

Provident Fund

The Company has established a provident fund since February 1, 2004 with SCB Asset Management Co., Ltd. Later, on July 30, 2009, the provident fund manager has been transferred to Kasikorn Asset Management Co., Ltd. with objective to strengthen morale support to the employees and to motivate them to work with the Company for a long run.  Other remunerations On October 1, 2011, the Company has initiated the joint investment program between the employer and the employees (Employee Joint Investment Program (“EJIP”)) for the Company and its subsidiaries with objectives to motivate the employees for performing the work and create the sense of ownership in the Company as well to retain the employees with the Company. The term of this program is 3 years, starting from October 1, 2011 to September 30, 2014. The employees eligible to participate in this program must be the permanent employees of the Company and its subsidiaries and their working period must not less than 1 year on the starting date of this program and they must be the employees at the department managers onwards or the employees the Company deems appropriated, excluding the President & Chief Executive Officer. This program is based on voluntary basis. The participants shall pay the contribution at the rate of 5 percent of their monthly salary each month and the Company or the subsidiaries shall pay the contribution of 5-7 percent of the participants’ salary. The contribution rate the Company and the subsidiaries pay depends on the working period of the participants as of the date they participated in this Program. Each month, such Energy Transformation for Future 117

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contribution shall be used to purchase the Company’s shares (“UAC”) which are traded in the MAI Stock pursuant to the criteria, methods and conditions specified in the program and which have been approved by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand on September 22, 2011. The participating employees can sell the UAC’s shares under this program after 1 year pursuant to the ratio specified. The Company has assigned Tisco Securities Company Limited to be its representative on this matter. 

Personnel Development Policy

The Company has a policy to constantly develop its personnel at all levels to enhance their knowledge and capabilities which shall be beneficial to the Company as it can make the Company having capable personnel who can contribute their knowledge to the Company. The Company has the annual internal and external training plan to enhance capability and skills of the employees pursuant to their responsibilities at each level. In addition, the Company also arranged projects to enhance sense of participation and joint activities among the employees which included: - Badminton project to promote good health and spirits including to increase efficiency of work and enhancement of relationship. - Teamwork promotion project, by arranging the outing activities so the employees can jointly participate in the activities together, i.e. Sports Day, New Year Party to building up unities and good relationship between the management and the employees. - Birthday celebration project to strengthen familiarity and good relationship among the colleagues and to create bond between colleagues and organization. - Water-pouring ceremony during Songkran Festival. The Company arranged water-pouring ceremony to ask a blessing from the respected elderly during Songkran Festival every year to strengthen good relationship between the employees and the management. - CEO Meets New Employee. The Company arranged this activity to create good impression for the newly employed employees so that they can feel that the management put emphasis and pay attention to the employees.

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Persons with Shared Benefits and Related Parties Transactions Transactions undertaken by the Company with persons or juristic persons who might have conflict of interest can be summarized as follows: Name of Person/Company 1. UAC Hydrotek Company Limited (“UAC HYDRO”)

2. Bangchak Biofuel Company Limited (“Bangchak Biofuel”)

3. Hydrotek Public Company Limited (“HYDRO”)

4. K&N Commercial Co., Ltd. (“K&N”)

5. UAC & TPT Energy Co., Ltd. (“UAC&TPT”)

6. SEBIGAS UAC Co., Ltd. (“SEBIGAS UAC”)

Nature of Relationship - A subsidiary company. The Company holds 49.997 of the paid-up capital of UAC HYDRO (combined shares held by the Company’s executives who are Mr. Kitti Jivacate, Mr. Chatchaphol Prasopchoke and Miss Preeyaporn Thanaratset are 0.006 percent and Hydrotek Public Co., Ltd. holds 49.997 percent). In addition, Mr. Kitti Jivacate, Miss Nilrat Jarumanopas and Mr. Chatchaphol Prasopchoke, the Company’s directors, are also directors of UAC HYDRO. - An associated company. The Company holds 30 percent of total issued shares of Bangchak Biofuel. In addition, Mr. Kitti Jivacate and Mr. Chatchaphol Prasopchoke, the Company’s directors, are also directors of Bangchak Biofuel. - HYDRO is a joint venture of the Company in the Company’s subsidiary company (UAC HYDRO). HYDRO holds 49.997 percent of paid-up capital of UAC HYDRO and 2 HYDRO’s representatives who are Mr. Salip Soongsawang and Mr. Pichai Klongpitak are directors of UAC HYDRO. - A related company. Mrs. Niramol Jivacate, a wife of Mr. Kitti Jivacate, is the authorized director of K&N. - Mrs. Niramol Jivacate holds 35% of shares of K&N. - Miss Nilrat Jarumanopos (Mrs. Niramol Jivacate’s sister), the Company’s director, executive and shareholder, holds 10% of shares of K&N. - A subsidiary company. The Company holds 50.0094 percent of total issued shares of UAC & TPT (combined shares held by the Company’s executives who are Miss Nilrat Jarumanopos and Mr. Chatchaphol Prasopchoke are 0.0006 percent). In addition, Mr. Kitti Jivacate, Miss Nilrat Jarumanopas and Mr. Chatchaphol Prasopchoke, the Company’s directors, are also directors of UAC & TPT. - An associated company. The Company via UAC Energy Co., Ltd. holds 49.00 percent of total issued shares of SEBIGAS UAC. In addition, Miss Nilrat Jarumanopas and Mr. Chatchaphol Prasopchoke, the Company’s directors, are also directors of SEBIGAS UAC. Note: UAC Energy holds 100.00 percent of shares in

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7. Miss Chavisa Jivacate

SEBIGAS UAC. - Miss Chavisa Jivacate, a daughter of Mr. Kitti Jivacate, holds position of director, executive director and Chief Executive Officer of the company. She is also the authorized director to sign and bind the company as well as a major shareholder of the company. As of December 31, 2014, she holds 54.21 percent of total issued shares of the company.

8. Thepprathanporn Construction - Related entity. Mr. Prachaya Thongtangthai, is the Partnership Limited authorized director of Thepprathanporn Construction Partnership Limited and UAC & TPT, the Companyâ&#x20AC;&#x2122;s subsidiary. - Mr. Prachaya Thongtangthai is the managing partner and holds 7.1429 percent of shares in TPT Thepprathanporn. TPT Thepprathanporn is a shareholder of UAC & TPT which has 49.99% of total issued shares in UAC & TPT. - Related entity. Mr. Heng Thongtangthai, is the authorized 9. Phakdee-Paendin Khonkaen Partnership Limited director of Phakdee-Paendin Khonkaen Partnership Limited and UAC & TPT, the Companyâ&#x20AC;&#x2122;s subsidiary. - Mr. Heng Thongtangthai is the managing partner and holds 28.5714 percent of shares in TPT Thepprathanporn. TPT Thepprathanporn is a shareholder of UAC & TPT which has 49.99% of total issued shares in UAC & TPT.

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Related Parties 1. UAC Hydrotek Co., Ltd. (UAC HYDRO) engages in business of production and supply of tap water, as well as supply and installation of the related equipment.

2. Bangchak Biofuel Co., Ltd. (“Bangchak Biofuel”) engages in business of production and distribution of biodiesel.

Details of Transaction

Value of Related Transaction (Baht Mil) 2014

Other income: The Company has income from office areas rendering service fee including other service fees, i.e. electricity, photocopy, cleaning and etc. pursuant to the contract. Outstanding balance: Other receivables

0.42

Purchase of products: The Company purchased glycerin to export and sell in foreign countries. Such purchase was conducted pursuant to normal course of business and at the market price. Outstanding balance:

37.76

Necessity and Reasonableness of Intercompany Transactions The Company rendered office services including other services i.e. electricity, photocopy, cleaning and etc. to its subsidiary. The rate was charged by referring to cost of leased areas and cost of average expenses of services rendered. The Audit Committee opined that such service provision was reasonable and it was beneficial to the Company as it could facilitate coordination with its subsidiaries and service rate charged was appropriated.

0.04 Such transaction was in accordance with normal course of business with general trading terms. Purchase prices were as per market prices. The Audit Committee opined that nature of such transaction was pursuant to the Company’s normal course of business and was reasonable. -

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Related Parties

Details of Transaction

Value of Related Transaction (Baht Mil) 2014

Necessity and Reasonableness of Intercompany Transactions

Account payable 3. Hydrotek Public Co., Ltd. (HYDRO) engages in business of construction and environmental engineering management.

Income from sales: The Company sells filter at market price and it is the same price it sells to other general customers. Outstanding balance: Account receivable Other receivables Contractorâ&#x20AC;&#x2122;s fee: EPC contract for waste water recycle system with Bangchak Petroleum Public Co., Ltd. Selling prices and services were fixed pursuant to market prices, like selling and provision of services to other general customers. Outstanding balance: Account payable

0.01

Such transaction was normal business operation of the Company with agreed trading terms and prices pursuant to market prices. The Audit Committee opined that such transaction was a normal course of business of the Company and was reasonable.

5.75 4.03

13.54

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Related Parties

4. K & N Commercial Co., Ltd. (“K&N”) engages in business of fabric retailer and uniform tailoring

5. UAC & TPT Energy Co., Ltd. (“UAC & TPT”) engages in business of biogas plant.

Details of Transaction

Administrative expenses: The Company purchased uniforms from K&N to use in its business by comparing price with market price. Outstanding balance: Other receivables Other incomes: The Company has income from management service and other service fees, i.e. electricity, photocopy, cleaning and etc. pursuant to the contracts: Outstanding balance: Other receivable

6. SEBIGAS UAC Co., Ltd.

Other incomes: The Company has income from management

Value of Related Transaction (Baht Mil) 2014 0.03

Necessity and Reasonableness of Intercompany Transactions

Such transaction was normal business operation of the Company with agreed trading terms and prices pursuant to market prices. The Audit Committee opined that such transaction was normal course of business of the Company and was reasonable.

2.46

The Company rendered management services including other services i.e. electricity, photocopy, cleaning and etc. to its subsidiary. The rate charged was calculated from number of personnel and proportion of period of time working for UAC & TPT including cost of average expenses of services rendered. The Audit Committee opined that such business provision was reasonable and it was beneficial to the Company as it could facilitate coordination with its subsidiaries and service rate charged was appropriated.

0.33 2.71

The Company rendered management services including other services i.e. electricity, photocopy, cleaning and etc. to its subsidiary. The rate charged was calculated from number of personnel and

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Related Parties

Details of Transaction

Value of Related Transaction (Baht Mil) 2014

service and other service fees, i.e. electricity, photocopy, cleaning and etc. pursuant to the contracts: Outstanding balance: Other receivable

7. Miss Chavissa Jivacate

Contractorâ&#x20AC;&#x2122;s fee (fixed assets) EPC Contract for biogas plant (Mae Tang 2) for the Company. Contract price and service fee were fixed pursuant to market prices and they were the same rates provided to other general customers. Outstanding balance: Account Payable Warehouse rental fee: The Company paid rental fee for warehouse which is used for storing

Necessity and Reasonableness of Intercompany Transactions proportion of period of time working for UAC & TPT including cost of average expenses of services rendered.

0.02

120.16

The Audit Committee opined that such business provision was reasonable and it was beneficial to the Company as it could facilitate coordination with its subsidiaries and service rate charged was appropriated.

32.27 1.67

The Company is necessary to have areas for storing stocks due to its business expansion. Such transaction was conducted pursuant to general, normal terms and conditions.

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Related Parties

Details of Transaction chemicals and equipment pending for sales and delivery to the customers. Its rental area is 2,200 square meters with rental period of 3 years, from January 1, 2013 December 31, 2015. Rental rate is 60 Baht per square meter per month or 132,000 Baht per month (The Company was responsible for payment of withholding tax at the rate of 5% of monthly rental fee, therefore rental fee including withholding tax equaled to 138,947.37 Baht per month). Outstanding balance:

Value of Related Transaction (Baht Mil) 2014

Necessity and Reasonableness of Intercompany Transactions The Audit Committee opined that such transaction was reasonable and rental rate was lower when compared with market price.

Accrued warehouse rental fee payable Energy Transformation for Future 125

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Related Parties

Details of Transaction

8. Thepprathanporn Construction material Construction Partnership cost: UAC & TPT paid for Limited reinforced prestressed concrete pile to be used as land foundation of the plant site.

Value of Related Transaction (Baht Mil) 2014

1.78

Necessity and Reasonableness of Intercompany Transactions

Outstanding balance: 9. Phakdee-Paendin Khonkaen Partnership Limited

Construction material cost: UAC & TPT paid for crushed rock to adjust areas for the factory site.

0.25

Outstanding balance:

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Measure or procedure for approval of related parties transactions The measures on transaction with person who might have conflict of interest specified by the Company were transparently, fairly and for the best interest of the Company. The Audit Committee is required to give opinions on necessity and reasonableness of such transaction to ensure that their conditions must be pursuant to normal course of business and at market price which can be compared with price charged with the third party. In case the Audit Committee does not have expertise in considering the related transaction which may incur, the Company will engage the specialized or skilled person, i.e. independent auditor, asset appraiser or law firm to provide opinion on it so that the Audit Committee shall use such opinion to make decision and to propose to the meeting of the Board of Directors or the shareholders, as the case may be. In addition, it also specified that the executive or the person who might have conflict of interest, whether directly or indirectly in any transaction shall not be entitled to vote or approve such relevant transaction. Moreover, the Board of Directors shall oversee to ensure that the Company complies with the laws concerning securities and stock exchange, regulations, announcements, orders or requirements of the Capital Market Supervisory Board and the Stock Exchange of Thailand, as well as complies with regulations on disclosure of the related transactions in notes to the financial statement which has been audited or reviewed by the Companyâ&#x20AC;&#x2122;s auditor. Policy or trend of related parties transactions The Company anticipates that there shall be the related transactions again and continually, such as goods purchase and sale and property rental with persons who might have conflict of interest with the Company which are normal course and can support the Companyâ&#x20AC;&#x2122;s business in the future. Such related transactions shall be executed as necessary and for efficient business operation.Policy on price fixing of such related transaction must be clearly specified pursuant to fair and appropriated pricing and marketing conditions and to ensure that the related transactions are not undertaken for a purpose of transferring interest between the Company and the person who may have conflict of interest, as well as to take into consideration the maximum benefit of the Company. The Companyâ&#x20AC;&#x2122;s Audit Committee shall review on compliance with the criteria and provide opinions on reasonableness of the related transactions whether they are normal business transaction or transaction which supports normal business operation on quarterly basis.

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Managementâ&#x20AC;&#x2122;s Discussion and Analysis Financial Position and Operating Results (1)

Financial Highlights (1.1)

Summary of Auditing Report

Financial statement for 2012-2014 have been audited by D I A International Audit Co., Ltd., where Mrs. Suvimol Krittiyakiern, a certified public accountant, registration no. 2982 audited those of 2012 and 2013 and Miss Somjintana Pholhirunrat, a certified public accountant, registration no. 5599, who has been approved by the Office of the Securities and Exchange Commission, audited those of 2014. The auditors expressed unqualified audit opinions for the audited financial statement of 2012-2014 and were of view that financial positions, operating results and cash flows of both consolidated financial statement and separate financial statement for the year then ended presented fairly in all material respects in accordance with the generally accepted auditing principles. In addition in 2013, the auditor highlighted and drew attention to notes 2 and 5 to financial statement which explained impacts on the Company from changes in new accounting policy since Thai Accounting Standard No. 12 â&#x20AC;&#x153;Income Taxesâ&#x20AC;? was applied.

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(1.2)

Summary of Financial Statement

Statement of Financial Position

Separate Financial Statement 2012 2013 2014 MBaht

Current Assets Cash and cash equivalents Trade and other receivables Prepayment for goods acquisition Inventories - Net Total Current Assets Non-current Assets Investment in associates Investment in subsidiaries Property, plant & equipment – Net Deferred tax assets Prepayment for fixed asset acquisition Other non-current assets – Net Total Non-current Assets Total Assets Liabilities & Shareholders’ Equity Current Liabilities Bank overdrafts and short-term loans from financial institutions Trade and other payables Current portions of long-term loans Advance received under agreement Deferred corporate income tax Total Current Liabilities Non-current Liabilities

MBaht

Consolidated Financial Statement 2012 2013 2014 %

MBaht

27.96

3.05

64.91

4.46

64.13

4.15

32.45

3.18

98.77

6.04

100.31

5.64

184.70

20.15

193.82

13.31

200.35

12.97

185.98

18.21

211.62

12.95

205.50

11.54

11.79

1.29

4.21

0.29

5.14

0.33

25.94

2.54

4.21

0.26

5.14

0.29

117.72

12.84

237.54

16.32

131.42

8.51

117.78

11.53

237.59

14.54

131.47

7.39

342.17

37.33

500.48

34.38

401.04

25.97

362.16

35.46

552.19

33.78

442.42

24.85

111.05

12.11

111.05

7.63

111.05

7.19

198.78

19.46

270.04

16.52

250.09

14.05

5.25

0.57

40.20

2.76

96.01

6.22

424.44

46.30

797.43

54.77

920.39

59.60

425.21

41.64

802.77

49.11

1026.72

57.68

1.36

0.15

3.58

0.25

12.61

0.82

2.26

0.22

4.66

0.29

14.42

0.81

28.59

3.12

0.77

0.05

1.40

0.09

28.59

2.80

0.77

0.05

41.46

2.33

3.77

0.41

2.40

0.16

1.84

0.12

4.22

0.41

4.14

0.25

4.94

0.28

574.47

62.67

955.43

65.62

1143.29

74.03

659.06

64.54

1,082.39

66.22

1,337.63

75.15

916.65

100.00

1,455.92

100.00

1,544.33

100.00

1021.22

100.00

1,634.58

100.00

1,780.05

100.00

170.65

18.62

212.59

14.60

151.28

9.80

170.65

16.71

212.59

13.01

163.81

9.20

115.16

12.56

254.77

17.50

116.06

7.52

115.74

11.33

271.34

16.60

161.24

9.06

9.67

1.05

27.02

1.86

119.60

7.74

9.67

0.95

27.02

1.65

119.60

6.72

14.90

1.46

15.85

1.73

4.31

0.30

0.00

15.85

1.55

4.31

0.26

0.31

0.02

311.34

33.96

498.69

34.25

386.94

25.06

326.82

32.00

515.26

31.52

444.96

25.00

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Statement of Financial Position

Separate Financial Statement 2012 2013 2014 MBaht

Long-tern loans Financial lease liabilities Deferred corporate income tax liabilities Estimates for demolition Employee benefit obligations Other non-current liabilities Total Non-Current Liabilities Total Liabilities Liabilities and Shareholders’ Equity Shareholders’ Equity Authorized share capital Issued and paid-up share capital Share premium Amount received in advance for ordinary shares Retained Earnings Appropriated – Legal reserve Unappropriated Total Equity of the Parent Company Non-controlling interest Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity

MBaht

Consolidated Financial Statement 2012 2013 2014 %

MBaht

42.23

4.61

130.14

8.94

143.99

9.32

42.23

4.13

130.14

7.96

143.99

8.09

4.36

0.48

5.12

0.35

159.64

10.34

4.36

0.43

5.12

0.31

159.64

8.97

0.00

7.36

0.48

0.00

7.36

0.41

0.00

30.63

1.98

0.00

30.63

1.72

6.10

0.67

7.38

0.51

8.80

0.57

6.15

0.60

7.47

0.46

8.80

0.49

0.00

9.80

0.67

9.32

0.60

0.00

9.80

0.60

14.93

0.84

52.68

5.75

152.45

10.47

359.73

23.29

52.74

5.16

152.54

9.33

365.34

20.52

364.02

39.71

651.13

44.72

746.67

48.35

379.55

37.17

667.80

40.85

810.30

45.52

276.47

30.16

331.75

22.79

331.75

21.48

276.47

27.07

331.75

20.30

331.75

18.64

218.22

23.81

277.10

19.03

277.11

17.94

218.22

21.37

277.10

16.95

277.11

15.57

181.83

19.84

363.82

24.99

364.00

23.57

181.83

17.81

363.82

22.26

364.00

20.45

0.00

0.09

0.01

0.00

0.09

0.01

0.00

17.37

1.89

20.49

1.41

24.56

1.59

17.37

1.70

20.49

1.25

24.56

1.38

135.21

14.75

143.30

9.84

131.99

8.55

220.35

21.58

297.22

18.18

258.12

14.50

552.63

60.29

804.78

55.28

797.66

51.65

637.77

89.52

958.71

58.65

923.79

51.90

0.00

3.90

0.38

8.07

0.49

45.96

2.58

552.63

60.29

804.78

55.28

797.66

51.65

641.67

152.36

966.78

59.15

969.75

54.48

916.65

100.00

1,455.92

100.00

1,544.33

100.00

1,021.22

189.52

1,634.58

100.00

1,780.05

100.00

Energy Transformation for Future 130

UAC Global Public Company Limited

Separate Financial Statement Statement of Comprehensive Income

2012 MBaht

Income from sales

2013 %

MBaht

Consolidated Financial Statement 2014

MBaht

2012 %

MBaht

2013 %

MBaht

2014 %

MBaht

811.82

98.90

903.85

97.73

983.07

90.09

811.82

98.91

977.93

98.77

992.63

98.13

Dividend income

0.00

8.44

0.91

86.98

7.97

Others

9.06

1.10

12.54

1.36

21.17

1.94

8.91

1.09

12.22

1.23

18.95

1.87

Total Incomes

820.88

100.00

924.84

100.00

1091.22

100.00

820.72

100.00

990.15

100.00

1011.58

100.00

Cost of sales

-617.67

(75.25)

-733.56

(79.32)

-866.93

-79.45

-617.67

(75.26)

-804.49

(81.25)

-876.07

(86.60)

Selling expenses

-27.26

(3.32)

-32.07

(3.47)

-31.95

-2.93

-27.26

(3.32)

-32.07

(3.24)

-31.95

(3.16)

Administrative expenses

-58.19

(7.09)

-78.64

(8.50)

-87.77

-8.04

-61.17

(7.45)

-82.49

(8.33)

-91.87

(9.08)

-703.12

(85.65)

-844.27

(91.29)

-986.65

-90.42

-706.11

(86.03)

-919.06

(92.82)

-999.89

(98.84)

117.76

14.35

80.57

8.71

104.57

9.58

114.62

13.97

71.10

7.18

11.69

1.16

-2.74

(0.33)

-3.74

(0.40)

-25.00

-2.29

-2.74

(0.33)

-3.75

(0.38)

-25.06

(2.48)

0.00

30.31

3.69

77.75

7.85

62.13

6.14

Profit before Income Tax

115.02

14.01

76.82

8.31

79.57

7.29

142.19

17.32

145.09

14.65

48.76

4.82

Income tax

-27.06

(3.30)

-14.42

(1.56)

1.87

0.17

-26.49

(3.23)

-14.23

(1.44)

2.29

0.23

Net Profit Income attributable to owners of the company

87.97

10.72

62.41

6.75

81.44

7.46

115.70

14.10

130.86

13.22

51.04

5.05

87.97

10.72

62.41

6.75

81.44

7.46

116.96

14.25

131.19

13.25

53.65

5.30

0.00

-1.26

0.00

-0.33

(0.03)

-2.60

(0.26)

Other incomes :-

Total Expenses Profit before Finance Cost and Income Tax Finance cost Share of profit (loss) from investment in associates

Non-controlling interest

Energy Transformation for Future 131

UAC Global Public Company Limited

Statement of Cash Flows Statement of Cash Flows

Cash flows from operating activities Profit before Corporate Income Tax Adjustment Depreciation Unrealized loss on exchange rate Loss from devaluation of inventories Gain from selling investments in associates Share of (profit) loss from investment in associate (Gain) Loss on disposal of fixed assets Deferred allowance revenue Amortization of prepaid expenses Employee benefit obligations Dividend Income Interest expenses (Decrease) Increase in changes of operating assets Trade and other receivables Inventories Prepayment for purchasing goods Other non-current assets Increase (Decrease) in changes of operating liabilities Trade and other payables Advance received for goods sold Other non-current liabilities Cash generated (paid for) from operations Interest paid Corporate income tax paid Net cash provided by (used in) operating activities Cash flows from investing activities Decrease in current investment Decrease in pledged bank deposit (Increase) Decrease in investment in associate Proceeds from sales of fixed assets Payment for fixed assets acquisition Increase in investment in subsidiaries Payments for fixed assets acquisition Net cash provided by (used in) investing activities Energy Transformation for Future

Separate Financial Statement 2012 2013 2014

Consolidated Financial Statement 2012 2013 2014

MBaht

115.02

76.82

79.57

142.19

145.09

48.76

3.30

9.06

53.75

3.66

9.43

54.31

0.72

-1.77

-0.48

0.72

-1.77

-0.44

0.05

-30.31

MBaht

-77.75

-62.13

-0.48

0.02

-0.10

-0.48

0.02

-0.10

-0.48

1.09

2.08

1.84

1.09

2.29

2.00

0.40

1.28

1.42

0.46

1.32

1.33

-8.44

-86.98

1.53

2.87

24.19

1.53

2.87

24.21

121.59

81.93

72.78

118.86

81.51

67.50

-75.74

23.33

-76.91

-35.66

35.82

-25.64

-4.04 119.82

106.07

-25.64

-119.82

106.07

-5.82

7.58

-0.93

-19.98

7.58

-0.93

0.10

1.10

0.29

0.10

1.08

0.22

-9.51

148.96

123.93

-9.02

179.11

-139.02

14.90

9.80

5.61

4.98

125.50

77.61

2.32

123.59

75.28

-2.41

-8.84

-25.64

-2.41

-8.84

-25.66

-22.15

-28.17

-5.42

-22.60

-29.45

-5.75

-19.58

88.49

46.56

-22.70

85.30

43.88

28.02

12.56

0.00

-1.96

-4.90

0.48

0.0010

0.10

0.48

0.00

0.10

8.44

56.98

0.00

8.44

56.98

-0.25 365.40

-34.95 356.33

-55.81 160.19

0.00

-0.95

-365.41

-361.27

-258.40

324.59

382.83

158.91

-324.35

-354.78

-207.16

132

UAC Global Public Company Limited

Statement of Cash Flows

Cash flows from financing activities Increase (decrease) in bank overdraft and shortterm loans from financial institutions Increase in long-term loans Payments for financial lease liabilities Cash received from financial lease Proceeds from share capital increase Proceeds from non-controlling interests Proceeds from exercise of warrants to purchase ordinary shares Dividend paid Net cash provided by (used in) financing activities Effect of change in exchange rate from cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalent as at January 1 Cash and cash equivalent as at December 31

Separate Financial Statement 2012 2013 2014

Consolidated Financial Statement 2012 2013 2014

MBaht

153.79

38.20

-61.25

153.79

38.20

-48.49

49.94

104.24

34.36

49.94

104.24

34.36

-1.00

-2.41

-73.42

-1.00

-2.41

-73.42

300.00

118.41

193.76

0.00

118.41

193.76

0.00

5.00

4.50

40.49

0.09

0.11

0.09

0.11

-17.25

-5.12

-88.67

-17.25

-5.12

-88.67

303.90

328.76

111.12

308.90

333.26

164.37

MBaht

2.53

0.46

2.53

0.46

-40.27

36.95

-0.78

-38.15

66.31

1.54

68.23

27.96

64.91

70.60

32.45

98.77

27.96

64.91

64.13

32.45

98.77

100.31

Energy Transformation for Future 133

UAC Global Public Company Limited

(1.3)

Financial Ratio Separate Financial Statement 2012 2013 2014

Liquidity ratio Liquidity ratio (time) Quick ratio (time) Cash flow liquidity ratio (time) Account receivable turnover (time) Average collection period (day) Inventory turnover (time) Average inventory conversion period (day) Account payable turnover (time) Average payment period (day) Cash cycle (day) Profitability Ratio Gross profit margin (%) Operating profit margin (%) Cash to earning ratio (%) Net profit margin (%) Return on equity (ROE) (%) Efficiency Ratio Return on asset (ROA) (%) Return on fixed assets (ROFA) (%) Asset turnover (time) Financial policy Ratio Debt-to-Equity (D/E) Ratio (time) Interest coverage (time) Dent service coverage ratio (DSCR) (time) Dividend payout ratio (%)

Energy Transformation for Future

1.10

1.00

1.04

Consolidated Financial Statement 2012 2013 2014 1.11

1.07

0.99

0.72

0.53

0.70

0.75

0.61

0.70

-0.10

0.22

0.11

-0.11

0.20

0.02

6.31

6.69

8.08

6.31

7.18

8.09

57.04

53.84

44.56

57.04

50.13

44.52

6.70

6.99

7.47

6.66

7.66

7.54

53.71

51.53

48.20

54.05

47.01

47.72

14.04

6.41

7.11

14.04

6.57

7.54

25.64

56.15

50.63

25.64

54.78

47.72

85.11

49.22

42.13

85.45

42.37

44.52

23.92

18.84

11.81

23.92

17.74

11.74

13.39

6.59

-0.36

13.02

6.02

-0.73

-18.01

148.52

-1,301.35

-21.47

144.88

-604.00

10.72

6.75

7.46

14.25

13.25

5.05

19.24

9.20

10.17

21.89

16.29

5.27

12.76

5.26

5.43

15.05

9.86

2.99

40.59

11.70

14.69

52.99

41.44

10.26

1.19

0.78

0.18

1.07

0.75

0.15

0.66

0.81

0.94

0.59

0.69

0.84

3.73

28.49

2.94

2.39

27.51

2.84

34.54

7.16

1.06

42.50

13.23

0.74

60.88

149.56

49.75

134

UAC Global Public Company Limited

(2) Discussion and Analysis of Financial Position and Operating Results Operating Results Overview of Operating Results The Company engages in business of import and distribution of chemicals and equipment used in various industries, i.e. off-shore natural gas exploration and production, oil refinery, petrochemicals plants, base oil plant, polymer and plastics plant, chemicals plant, power plant and utilities system installation and construction, provision of consultancy services and marketing recommendations for alternative energy and renewable energy investment projects. The Companyâ&#x20AC;&#x2122;s subsidiaries engage in business of 1) production of tap water for industrial use and for consumption as well as supply and installation of the related equipment, 2) production and distribution of biogas for power generation, communications and general industries (have not yet generated income) and 3) generation and distribution of power supply and alternative energy. Consolidated financial statement in 2014 showed that approximately 62.88 percent of total income came from sales of products in Energy and Petroleum Business Group, followed by sales of products in Industrial Business Group, of which its sales ratio was 16.61 percent. Ratio of income from EPC contract & system installation services, sales of other products and services were closely with each other at 2.5 â&#x20AC;&#x201C; 4.39 percent of total incomes. Other incomes was 1.76 percent. Revenues from compressed biogas production plant and petroleum product plant were 0.10 percent and 1.65 percent of total incomes, respectively. Both plants have not yet operated at their full capacity. Income from realization of electricity selling of the subsidiaries commenced on August 2014 of which its income was 0.06 percent of total revenue. Income from realization of profit sharing of investment in an associate was 5.79 percent of total incomes. The Companyâ&#x20AC;&#x2122;s total comprehensive income for separate financial statement in 2014 was Baht 81.44 million, increased by 30.50 percent from 2013 because the Company received dividend from its associate amounting to Baht 86.98 million, an increase of 78.54 percent from last year and it has been recorded as other incomes of business. Total comprehensive income in consolidated financial statement in 2014 was recorded at Baht 51.04 million, a decrease by 60.99 percent from 2013 because cost of sales in 2014 was 88.26 percent, an increase from 2013 which was at 82.26 percent of income from sales and services. Selling and administrative expenses including financial cost in 2013 and 2014 were 12.10 percent and 15.00 percent of income from sales and services, respectively. However, the Company can increase income from sales and services by Baht 14.69 million, which was an increase of 1.50 percent from last year. Such amount included income from 2 subsidiaries, UAC Hydrotek Co., Ltd. and UAC Energy Co., Ltd. In 2014, the Company realized profit sharing from investment in the associate of Baht 62.13 million, a decrease by Baht 15.62 million from 2013.

Energy Transformation for Future

135

UAC Global Public Company Limited

Operating Results (Separate) Income from Sales (Unit: MBaht) Type of Incomes

2012 Amount

2013 %

Amount

2014 %

Amount

Income from Sales 1. Product in Energy and Petroleum Related Business Group

460.54

56.10

517.41

55.95

675.09

61.87

2. Products in Industrial Business Group

242.58

29.55

197.06

21.31

178.31

16.34

3. Other Products1/

31.58

3.85

64.54

6.98

45.85

4.20

4. Provision of Services 5. Construction Contract and Installation Services2/

64.60

7.87

47.82

5.17

47.13

4.32

12.52

1.53

76.72

8.30

17.96

1.65

6. Income from Biogas Plant 7. Income from Petroleum Production Plant Total Incomes from Sales and Services

0.30

0.03

1.04

0.10

17.69

1.62

811.82

98.90

903.85

97.73

983.07

90.09

9.06

1.10

12.54

1.36

21.17

1.94

8.44

0.91

86.98

7.97

820.88

100.00

924.83

100.00

Other Incomes3/ Proceeds from Dividend Received Total Incomes

1,091.22 100.00

Remark 1/ Income from sales of Other Products are income received from import of crude glycerin and etc. 2/ In 2012, income from EPC contract and installation service has been reclassified and it has been separated from income from sales of Products in Energy and Petroleum Related Business Group. 3/ Other Incomes are commission from selling of products and services, interest income, loss and gain from foreign exchange rate, proceeds from disposal of assets and others. In 2014, the Companyâ&#x20AC;&#x2122;s income from sales and services was Baht 983.07 million, an increase of Baht 79.22 million from 2013 because sales of products in Energy and Petroleum Group which was catalyst and equipment used in natural gas production process was increased by Baht 157.68 million. Incomes from sales of product in Industrial Business Group and Other Products decreased by Baht 18.75 million and Baht 18.69 million, respectively. Incomes from rendering of EPC contract and installation services decreased by Baht 58.76 million. While incomes from Service Rendering Group reduced by Baht 0.69 million due to highly competition from selling of products in Industrial Business Group markets. In 2014, compressed biogas plant realized income at Baht 1.04 million and petroleum product plant realized income at Baht 17.69 million. Both plants are now during early stage of production and they have not yet run their plant at full production capacity. Energy Transformation for Future

136

UAC Global Public Company Limited

Other Incomes increased by Baht 87.16 million from last year, of which Baht 86.98 million was proceeds from dividend received, an increase by Baht 78.54 million from last year, and others which increased by Baht 8.63 million. Hence total income of the Company’s business in 2014 was amounting to Baht 1,091.22 million, an increase by Baht 166.39 million from 2013. Cost of Sales Cost of sales in 2013-2014 was Baht 733.56 million and Baht 866.93 million or representing 81.16 percent and 88.19 percent of incomes from sales and services respectively. Such increased cost of sale was in line with increase of sales during such period. In addition, cost from application of depreciation of both plants increased by 18.18 percent from 2013 which resulted in a reduction of gross profit margin in 2014 which was at 11.81 percent, a decrease from 18.84 percent from 2013. Expenses Total expenses of the Company in 2013-2014 were Baht 114.45 million and Baht 144.72 million, which was equaled to ratio per income from sales and services of 12.66 percent and 14.72 percent, respectively. Such increment was due to business expansion. Selling expenses in 2013-2014 were Baht 32.07 million and Baht 31.95 million or representing 3.55 percent and 3.25 percent of income from sales and services respectively. Administrative expenses in 2013-2014 were Baht 78.64 million and Baht 87.77 million, or accounting for 8.70 percent and 8.93 percent of incomes from sales and services respectively. The increase of such expenses accounted for 11.61 percent of income from sales and services. Most of administrative expenses in 2014 comprised of expenses for office management, expenses for the executives and Independent Directors’ remuneration which were at Baht 58.39 million, Baht 11.95 million and Baht 2.41 million Baht respectively. In addition, administrative expenses of both plants were Baht 15.02 million. Finance costs in 2013-2014 were Baht 3.74 million and Baht 25 million or representing 0.41 percent and 2.54 percent of income from sales and services respectively. The increased finance cost of Baht 21.26 million was loans for usage in the plant and for working capital in the business. Profit before Finance Costs and Income Tax Profit before finance costs and income tax of the Company in 2013-2014 was Baht 80.57 million and Baht 104.57 million, an increase by Baht 24 million due to an increase of other income. Share of Profit (Loss) from Investments in Associate Companies (in Consolidated Financial Statement In 2013-2014, the Company has share of profit (loss) from investments in Bangchak Biofuel Co., Ltd. and SEBIGAS UAC Co., Ltd. where the Company realized profit (loss) according to shareholding proportion at Baht 77.75 million and Baht 62.13 million respectively. Net Profit The Company’s net profit in 2013-2014 (as per the separate financial statement) was Baht 62.41 million and Baht 81.44 million, an increase by Baht 19.04 million, which was accounting for net profit margin of 6.90 percent and 8.28 percent of incomes from sales and services respectively.

Energy Transformation for Future

137

UAC Global Public Company Limited

However, when consideration from the consolidated financial statement of 2013-2014, the Company’s net profit was Baht 130.86 million and Baht 51.04 million, which was accounting for net profit margin of 13.38 percent and 5.14 percent of income from sales and services respectively. Financial Position As at December 31, 2014, total assets of the Company pursuant to separate financial statement was Baht 1,544.33 million, an increase by Baht 88.42 million or 6.07 percent from December 31, 2013 due to the following reasons:  Current asset was decreased by Baht 99.44 million or 19.87 percent. Main reason was due to a decrease of inventories of Baht 106.12 million, an increase of trade and other receivables of Baht 6.53 million and an increase of cash and cash equivalent and an increase of advance payment for wages and goods acquisition totaled Baht 0.15 million. 

Trade Account Receivables As at December 31, 2013 Baht %

Account Receivables – Not yet due

93,362,095.49

Account Receivables – Past due - Less than 3 months

As at December 31, 2014 Baht %

79.39

98,053,662.42

77.96 -

21,385,085.87

18.18

22,049,959.36

17.53

- More than 3-6 months

697,200.00

0.59

1,012,600.00

0.81

- More than 6-12 months

130,189.71

0.11

2,327,261.40

1.85

2,026,970.15

1.72

2,334,342.13

1.86

- Over 12 months

Total 117,601,541.22 100.00 125,777,825.31 100.00 As at December 31, 2014, total trade account receivables was Baht 125.78 million, an increase by Baht 8.18 million from 2013. •

Inventories As at December 31, 2014, the inventories were Baht 131.42 million Baht which was decreased by Baht 106.12 million from 2013, primarily due to a decrease of goods in transit of Baht 109.82 million and others which have net increase of Baht 3.70 million. The Company’s policy on allowance for devaluation of finished goods for prolonged nonturnover goods or goods which did not meet the specified criteria/ standards was as follows:

Energy Transformation for Future

138

UAC Global Public Company Limited

As at December 31, 2013 MBaht Finished Goods

As at December 31, 2014 MBaht

114.51

48.21

117.65

89.52

1.04

0.44

1.64

1.25

Goods in Transit

122.72

51.66

12.90

9.81

Total

238.27

100.31

132.19

100.59

Less Allowance for devaluation of finished goods

(0.73)

(0.31)

(0.78)

(0.59)

Net- Inventory

237.54

100.00

131.42

100.00

Consumables

 Non-current assets were increased by Baht 187.86 million or 19.66 percent of total assets, primarily due to an increase of property, plant and equipment of Baht 122.96 million, an increase of investment in subsidiaries of Baht 55.81 million and an increase of deferred tax asset of Baht 9.02 million. Additionally, prepayment for fix assets acquisition and others was also increased by Baht 0.06 million.  Total liabilities as at December 31, 2014 was Baht 746.67 million, an increase by Baht 95.54 million or 14.67 percent from December 31, 2013, which was due to a decrease of current liabilities of Baht 111.75 million Baht and an increase of non-current liabilities of Baht 207.29 million.  As at December 31, 2014, the shareholders’ equity of the Company was Baht 797.66 million which was decreased by Baht 7.12 million from December 31, 2013. Shareholders’ equity of 2014 comprised of paid-up share capital of Baht 277.11 million and share premium of Baht 364 million. A change or retained earning during the period is as follows: Realization of profit for the period of Baht 81.44 million, cash dividend and stock dividend payout of Baht 88.67 million and legal reserve of Baht 4.07 million Baht, which resulted in appropriated retained earnings at ending period of Baht 24.56 million and unappropriated retained earning of Baht 131.99 million. Liquidity (Unit : MBaht) 2013 Net cash from (used in) operating activities Net cash from (used in) investing activities Net cash from (used in) financing activities Effect from changes in foreign exchange rate for cash and cash equivalents Cash and cash equivalent increased (decreased) Cash and cash equivalent as at January 1 Cash and cash equivalent as at December 31

Energy Transformation for Future

2014

88.49 (382.83)

46.56 (158.91)

328.76

111.12

2.53

0.45

36.95

(0.78)

27.96 64.90

64.91 64.13

139

UAC Global Public Company Limited

In 2014, net cash from operating activities of the Company was Baht 46.56 million, which derived from the operating profits with profit before income tax amounting to Baht 79.57 million. There were adjustments and changes in the operating assets, for instance, a decrease of trade and other receivables of Baht 23.33 million, a decrease of inventories of Baht 106.07 million and operating liabilities, i.e. a decrease of trade and other payables of Baht 123.93 million. Net cash used in investing activities was Baht 158.91 million, most of them were cash used in fixed assets acquisition of Baht 160.19 million, investment in subsidiaries of Baht 55.81 million and cash dividend received from the associated of Baht 56.98 million. Net cash from financing activities was Baht 111.12 million, which mainly comprised of cash received from financial lease of Baht 300 million, an increase of long-term loan of Baht 35.56 million Baht, a decrease of bank overdraft and short-term loan from the financial institutions of Baht 61.25 million, while cash dividend payout was Baht 88.67 million. Therefore, total amount of cash as at ending of 2014 was Baht 64.13 million. Liquidity Ratio In 2013-2014, liquidity of the Company was increased with liquidity ratio equaled to 1.00 time and 1.04 time, respectively which was due to liquidity of current assets, such as inventories. At the same time, current liabilities were decreased due to the decrease of bank overdraft and short-term loan from financial institutions including trade and other payables. In 2013-2014, cash cycle was 49.22 days and 42.13 days respectively, which decreased from 2013 because average collection period of the Company in 2014 was 44.56 days, a decrease from 53.84 days in 2013. Average inventory conversion period in 2014 was 48.20 days, which decreased from 51.53 days in 2013. While, at the same time, average payment period in 2014 was 50.63 days, which decreased from 56.15 day in 2013. Financial Policy Ratio For the year ended 2013-2014, total debt to equity ratio was 0.81 time and 0.94 time respectively. Such increase of debt to equity ratio in 2014 was the results of an increase of current liabilities for business operation and an increase of long-term loan for expansion of investment of previous year’s businesses. At the same time, shareholders’ equity of the Company was decreased due to dividend payout and allowance for legal reserve, so when compared total liabilities with shareholders’ equity, such ratio was still higher.

Auditor’s Remuneration In 2013-2014, the Company paid remuneration to the auditor at Baht 920,000 and Baht 920,000 respectively, without any additional remuneration payment.

Energy Transformation for Future

140

UAC Global Public Company Limited

Report on Responsibilities of the Board of Directors to the Financial Statements Financial statement of UAC Global Public Company Limited (“the Company”) has been prepared pursuant to Thai accounting standards under the Accounting Act B.E. 2543 as well as the interpretations and accounting guidelines announced by the Federation of Accounting Professions as well as regulations of the Office of Securities and Exchange Commission on preparation and presentation of financial report under the Securities and Exchange Act B.E. 2535. The Board of Directors puts emphasis on its duty and responsibilities in supervising to ensure that the Company’s operations are compliance with corporate governance policies; the financial statement and financial information technology presented in the Annual Report is accurate, complete and provides adequate disclosures. The Board of Directors provides and maintains effective internal control system to assure confidence and credibility of the financial statement, including complies with the laws and relevant regulations. The Audit Committee has reported its auditing results to the Board of Directors and those opinions were presented in the Annual Report. The Board of Directors is of the opinion that the Company’s overall internal control systems are satisfactory and can assure reasonable accountability of the financial statement as of December 31, 2014 which has been audited by the Company’s auditor in accordance with generally accepted accounting standards. The Board of Directors also has opinion that the financial statement indicates its financial status and operating results correctly and as appropriate with regard to significant information, in accordance with generally certified accounting principles.

(Mr. Paiboon Sareewiwatthana) Chairman

Energy Transformation for Future

(Mr. Kitti Jivacate) Chief Executive Officer

141

UAC Global Public Company Limited

AUDITOR’S REPORT To The Shareholders of UAC GLOBAL PUBLIC COMPANY LIMITED (Formerly named “UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED”) I have audited the accompanying consolidated and separate financial statements of UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of UAC GLOBAL PUBLIC COMPANY LIMITED, which comprise consolidated and separate statements of financial position as at December 31, 2014, consolidated and separate statements of comprehensive income, consolidated and separate statements of changes in shareholders’ equity, and consolidated and separate statements of cash flows for the year then ended, including notes of summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the financial reporting standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with standards on auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Energy Transformation for Future

142

UAC Global Public Company Limited

Opinion In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of UAC GLOBAL PUBLIC COMPANY LIMITED as at December 31, 2014, and their financial performance and cash flows for the year then ended in accordance with the financial reporting standards. D I A International Audit Co., Ltd.

(Miss Somjintana Pholhirunrat) C.P.A. (Thailand) Registration No. 5599

February 20, 2015

Energy Transformation for Future

143

UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2014 Consolidated financial statements (Baht) Assets

Note

2014

2013

Separate financial statements (Baht) 2014

2013

Current assets Cash and cash equivalents

100,308,661.76

98,769,337.65

64,134,020.02

64,909,631.16

Trade and other receivables

205,498,661.96

211,618,583.19

200,352,436.04

193,822,836.30

5,138,568.00

4,211,008.35

5,138,568.00

4,211,008.35

131,469,822.51

237,594,213.94

131,417,072.51

237,541,463.94

442,415,714.23

552,193,143.13

401,042,096.57

500,484,939.75

Prepayment for wages and goods acquisition Inventories

Total current assets Non-current assets Investment in associates

250,089,276.69

270,042,339.36

111,051,487.00

Investment in subsidiaries

0.00

96,008,200.00

40,200,030.00

Property, plant and equipment

1,026,721,513.02

802,765,804.98

920,392,287.20

797,427,516.54

Deferred tax assets

14,418,000.34

4,663,587.71

12,605,043.57

3,581,286.77

41,461,661.87

773,477.99

1,396,047.81

773,477.99

4,942,137.78

4,141,611.93

1,837,100.58

2,396,352.22

1,337,632,589.70

1,082,386,821.97

1,143,290,166.16

955,430,150.52

1,780,048,303.93

1,634,579,965.10

1,544,332,262.73

1,455,915,090.27

Prepayment for fixed assets acquisition Other non-current assets Total non-current assets Total assets

Notes to financial statements are parts of these financial statements.

144

-2UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT DECEMBER 31, 2014 Consolidated financial statements (Baht) Liabilities and shareholders' equity

Note

2014

2013

Separate financial statements (Baht) 2014

2013

Current liabilities Bank overdrafts and short-term loans from financial institutions Trade and other payables

163,806,208.41

212,585,902.67

151,275,918.81

212,585,902.67

161,244,439.72

271,344,119.65

116,064,813.70

254,765,548.43

119,596,281.79

27,019,885.27

119,596,281.79

27,019,885.27

314,023.72

4,314,156.63

0.00

4,314,156.63

444,960,953.64

515,264,064.22

386,937,014.30

498,685,493.00

Current portion of long-term debts 15, 16 Corporate income tax payable Total current liabilities Non-current liabilities Long-term loans

143,989,366.23

130,143,803.39

143,989,366.23

130,143,803.39

Financial lease liabilities

159,636,422.41

5,124,134.47

159,636,422.41

5,124,134.47

Deferred tax liabilities

7,358,632.16

0.00

7,358,632.16

0.00

30,625,548.86

0.00

30,625,548.86

0.00

Employee benefit obligations

8,803,934.00

7,472,201.96

8,803,934.00

7,379,227.00

Other non-current liabilities

14,927,829.48

9,800,103.84

9,320,352.84

9,800,103.84

Total non-current liabilities

365,341,733.14

152,540,243.66

359,734,256.50

152,447,268.70

Total liabilities

810,302,686.78

667,804,307.88

746,671,270.80

651,132,761.70

Provisions for dismantling

Notes to financial statements are parts of these financial statements. 145

-3UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT DECEMBER 31, 2014 Consolidated financial statements (Baht) Liabilities and shareholders' equity

Note

2014

2013

Separate financial statements (Baht) 2014

2013

Shareholders' equity Share capital Authorized share capital 663,496,662 ordinary shares of Baht 0.50 each

331,748,331.00

277,111,038.00

331,748,331.00

Issued and paid-up share capital 554,222,076 ordinary shares of Baht 0.50 each

277,111,038.00

554,191,159 ordinary shares of Baht 0.50 each

277,095,579.50

Premium on ordinary shares

277,095,579.50

363,995,604.81

363,817,832.06

363,995,604.81

363,817,832.06

0.00

85,500.00

0.00

85,500.00

Amount received in advance for ordinary shares Retained earnings Appropriated - legal reserve

24,559,371.74

20,487,128.53

24,559,371.74

20,487,128.53

Unappropriated

258,124,522.79

297,222,503.34

131,994,977.38

143,296,288.48

923,790,537.34

958,708,543.43

797,660,991.93

804,782,328.57

45,955,079.81

8,067,113.79

0.00

Total shareholders' equity

969,745,617.15

966,775,657.22

797,660,991.93

804,782,328.57

Total liabilities and shareholders' equity

1,780,048,303.93

1,634,579,965.10

1,544,332,262.73

1,455,915,090.27

Total owners of the Company Non-controlling interests

Notes to financial statements are parts of these financial statements.

146

UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2014 Consolidated financial statements (Baht) Note 2014 2013 992,626,240.70 977,933,563.76 (876,070,399.19) (804,492,785.84) 116,555,841.51 173,440,777.92

Sales and services Cost of sales and services Gross profit Other income Dividend income Others Selling expenses Administrative expenses Finance costs Share of profit from investment in associate Profit before income tax Income tax (expenses) income 20 Profit for the year Other comprehensive income Total comprehensive income for the year

0.00 18,952,055.31 (31,948,909.84) (91,871,249.01) (25,062,139.42)

0.00 12,217,660.83 (32,070,204.06) (82,492,623.33) (3,754,332.67)

86,983,294.00 21,169,100.20 (31,948,909.84) (87,767,094.26) (25,002,218.96)

8,444,980.00 12,543,555.46 (32,070,204.06) (78,639,653.18) (3,743,252.71)

62,130,231.33 48,755,829.88 2,288,425.96 51,044,255.84 0.00 51,044,255.84

77,749,246.32 145,090,525.01 (14,228,704.60) 130,861,820.41 0.00 130,861,820.41

0.00 79,572,580.71 1,872,283.56 81,444,864.27 0.00 81,444,864.27

0.00 76,824,947.25 (14,416,997.85) 62,407,949.40 0.00 62,407,949.40

53,648,194.82 (2,603,938.98) 51,044,255.84

131,194,416.44 (332,596.03) 130,861,820.41

81,444,864.27 0.00 81,444,864.27

62,407,949.40 0.00 62,407,949.40

0.10

0.24

0.15

0.11

21 21

553,396,248 0.09

553,369,640 0.23

553,396,248 0.14

553,369,640 0.11

581,921,268

560,923,378

581,921,268

560,923,378

Total comprehensive income attributable to : Owners of the Company Non-controlling interests Earnings per share Basic earnings per share Weighted average number of ordinary shares Diluted earnings per share Weighted average number of ordinary shares

Separate financial statements (Baht) 2014 2013 983,069,647.60 903,848,331.86 (866,931,238.03) (733,558,810.12) 116,138,409.57 170,289,521.74

Notes to financial statements are parts of these financial statements.

147

UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2014 Consolidated financial statements (Baht) Issued and paid-up Premium on share capital

share capital

Note Balance as at December 31, 2013

277,095,579.50 363,817,832.06

Owners of the Company Retained earnings Amount received in advance for

Appropriated

ordinary shares

Legal reserve

85,500.00

Unappropriated

Owners of

Non-controlling

Total

the Company

interests

shareholders' equity

20,487,128.53 297,222,503.34 958,708,543.43

8,067,113.79 966,775,657.22

Changes in shareholders' equity for the year 2014 Ordinary shares increase

0.00

40,491,905.00

15,458.50

177,772.75

(85,500.00)

0.00

107,731.25

0.00

107,731.25

0.00

(88,673,932.16) (88,673,932.16)

0.00

(88,673,932.16)

0.00

53,648,194.82

(2,603,938.98)

51,044,255.84

0.00

4,072,243.21

(4,072,243.21)

0.00

Balance as at December 31, 2014

277,111,038.00 363,995,604.81

0.00

24,559,371.74 258,124,522.79 923,790,537.34

45,955,079.81 969,745,617.15

Balance as at December 31, 2012

218,224,739.00 181,830,224.59

0.00

17,366,731.06 218,528,894.43 635,950,589.08

3,458,179.77 639,408,768.85

Ordinary shares exercised from warrants Dividend paid Total comprehensive income (expenses) for the year Legal reserve

Effects of adoption the new accounting policy-income taxes

0.00

1,816,960.45

218,224,739.00 181,830,224.59

0.00

10, 17 12,150,000.00 174,177,369.97

0.00

0.00 186,327,369.97

441,935.05

2,258,895.50

Balance as at December 31, 2012 - after restatement

17,366,731.06 220,345,854.88 637,767,549.53

3,900,114.82 641,667,664.35

Changes in shareholders' equity for the year 2013 Ordinary shares increase

4,499,595.00 190,826,964.97

Ordinary shares exercised from warrants

647,000.00

7,810,237.50

0.00

8,457,237.50

0.00

8,457,237.50

0.00

85,500.00

0.00

85,500.00

0.00

85,500.00

0.00

0.00 131,194,416.44 131,194,416.44

46,073,840.50

0.00

(51,197,370.51)

(5,123,530.01)

0.00

(5,123,530.01)

0.00

3,120,397.47

(3,120,397.47)

0.00

277,095,579.50 363,817,832.06

85,500.00

Warrants to purchase ordinary shares Total comprehensive income (expenses) for the year

(332,596.03) 130,861,820.41

Dividend paid by cash and ordinary shares Legal reserve Balance as at December 31, 2013

20,487,128.53 297,222,503.34 958,708,543.43

8,067,113.79 966,775,657.22

Notes to financial statements are parts of these financial statements. 148

Issued and paid-up share capital

Premium on share capital

Note Balance as at December 31, 2013

277,095,579.50 363,817,832.06

Separate financial statements (Baht) Retained earnings Amount received in advance for

Appropriated

ordinary shares

Legal reserve

85,500.00

Total

Unappropriated

shareholders' equity

20,487,128.53 143,296,288.48 804,782,328.57

Changes in shareholders' equity for the year 2014 Ordinary shares exercised from warrants Dividend paid

15,458.50

177,772.75

(85,500.00)

0.00

107,731.25

0.00

(88,673,932.16) (88,673,932.16)

0.00

81,444,864.27

0.00 0.00 277,111,038.00 363,995,604.81

0.00 0.00

4,072,243.21 (4,072,243.21) 0.00 24,559,371.74 131,994,977.38 797,660,991.93

218,224,739.00 181,830,224.59

0.00

17,366,731.06 133,841,219.25 551,262,913.90

Total comprehensive income for the year Legal reserve Balance as at December 31, 2014

Balance as at December 31, 2012

81,444,864.27

Effects of adoption the new accounting policy-income taxes

0.00

1,364,887.81

218,224,739.00 181,830,224.59

0.00

12,150,000.00 174,177,369.97

0.00

0.00 186,327,369.97

Balance as at December 31, 2012 - after restatement

17,366,731.06 135,206,107.06 552,627,801.71

Changes in shareholders' equity for the year 2013 Ordinary shares increase

Ordinary shares exercised from warrants

647,000.00

7,810,237.50

0.00

8,457,237.50

0.00

85,500.00

0.00

85,500.00

0.00

62,407,949.40

46,073,840.50

0.00

(51,197,370.51)

(5,123,530.01)

0.00 0.00 277,095,579.50 363,817,832.06

0.00 85,500.00

Warrants to purchase ordinary shares Total comprehensive income for the year Dividend paid by cash and ordinary shares

Legal reserve Balance as at December 31, 2013

3,120,397.47 (3,120,397.47) 0.00 20,487,128.53 143,296,288.48 804,782,328.57

Notes to financial statements are parts of these financial statements. 149

UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 Consolidated financial statements (Baht)

Cash flows from operating activities Profit before corporate income tax Adjustment Depreciation Unrealized gain on exchange rate Loss on devaluation of inventories Share of profit from investment in associate (Gain) loss on disposal of fixed assets Deferred subsidy income Amortization of prepaid expenses Employee benefit obligations Dividend income Interest expenses

Separate financial statements (Baht)

2014

2013

2014

2013

48,755,829.88

145,090,525.01

79,572,580.71

76,824,947.25

54,310,300.46 (439,591.85) 49,500.00 (62,130,231.33) (102,802.74) (479,751.00) 2,002,174.43 1,331,732.04 0.00 24,207,623.47 67,504,783.36

9,430,299.27 (1,769,159.83) 0.00 (77,749,246.32) 19,798.00 0.00 2,294,806.10 1,323,219.96 0.00 2,866,805.15 81,507,047.34

53,747,294.89 (478,299.10) 49,500.00 0.00 (102,802.74) (479,751.00) 1,840,269.17 1,424,707.00 (86,983,294.00) 24,185,029.44 72,775,234.37

9,063,929.18 (1,769,159.83) 0.00 0.00 19,798.00 0.00 2,083,774.05 1,281,891.00 (8,444,980.00) 2,866,805.15 81,927,004.80

(Increase) Decrease in changes of operating assets Trade and other receivables 35,822,713.90 (35,664,234.71) 23,328,304.97 (4,038,802.44) Prepayment for wages and purchasing goods (927,559.65) 7,575,034.44 (927,559.65) 7,575,034.44 Inventories 106,074,891.43 (119,816,846.21) 106,074,891.43 (119,816,846.21) Other non-current assets 219,452.05 1,081,480.37 294,580.00 1,101,480.37 Increase (Decrease) in changes of operating liabilities Trade and other payables (139,016,993.30) 179,110,187.19 (123,931,108.05) 148,955,724.50 Other non-current liabilities 5,607,476.64 9,800,103.84 0.00 9,800,103.84 Cash generated (paid for) from operations 75,284,764.43 123,592,772.26 77,614,343.07 125,503,699.30 Interest paid (25,661,895.84) (8,842,697.58) (25,642,049.74) (8,842,697.58) Income tax paid (5,746,376.85) (29,450,057.17) (5,415,389.38) (28,172,264.92) Net cash provided by (used in) operating activities 43,876,491.74 85,300,017.51 46,556,903.95 88,488,736.80 Notes to financial statements are parts of these financial statements.

150

-2UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2014 Consolidated financial statements (Baht)

2014

2013

Separate financial statements (Baht)

2014

2013

Cash flows from investing activities Payments for investment in associate

(4,900,000.00)

(1,960,000.00)

0.00

Dividend received from associate

56,983,365.05

8,444,980.00

56,983,365.05

8,444,980.00

Payments for acquire of investment in subsidiary

(950,000.00)

0.00

(55,808,170.00)

(34,950,405.00)

Proceeds from sales of fixed assets

102,803.74

1,000.00

102,803.74

1,000.00

Payments for fixed assets acquisition Net cash provided by (used in) investing activities

(258,396,904.97) (361,266,795.40) (160,185,564.39) (356,331,431.48) (207,160,736.18) (354,780,815.40) (158,907,565.60) (382,835,856.48)

Cash flows from financing activities Increase (Decrease) in bank overdrafts and short-term loans from financial institutions

(48,493,123.49)

38,201,309.91

(61,249,736.53)

38,201,309.91

Increase in long-term loans

34,357,989.69

104,244,501.54

34,357,989.69

104,244,501.54

Payments for financial lease liabilities

(73,423,742.39)

(2,405,503.06)

(73,423,742.39)

(2,405,503.06)

Proceeds from financial lease entering

300,000,000.00

0.00

300,000,000.00

0.00

Proceeds from non-controlling interests

40,491,905.00

4,499,595.00

0.00

107,731.25

85,500.00

107,731.25

85,500.00

0.00

193,762,203.44

0.00

193,762,203.44

(88,673,932.16)

(5,123,530.01)

(88,673,932.16)

(5,123,530.01)

164,366,827.90

333,264,076.82

111,118,309.86

328,764,481.82

456,740.65

2,531,675.03

456,740.65

2,531,675.03

1,539,324.11

66,314,953.96

(775,611.14)

36,949,037.17

98,769,337.65 100,308,661.76

32,454,383.69 98,769,337.65

64,909,631.16 64,134,020.02

27,960,593.99 64,909,631.16

Proceeds from exercise of warrants to purchase ordinary shares Proceeds from share capital increase Dividend paid Net cash provided by (used in) financing activities Effects of changes in exchange rate for cash and cash equivalents Increase (decrease) in cash and cash equivalents Cash and cash equivalents as at January 1 Cash and cash equivalents as at December 31

Notes to financial statements are parts of these financial statements.

151

UAC GLOBAL PUBLIC COMPANY LIMITED AND SUBSIDIARIES (Formerly named "UNIVERSAL ADSORBENTS & CHEMICALS PUBLIC COMPANY LIMITED") NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014 1. GENERAL INFORMATION 1.1 The Company was registered as a company limited on April 1, 1985 and on April 22, 2010, the Company has registered to change its status to public company limited and is listed company in the Market for Alternative Investment (MAI) on October 11, 2010. 1.2 The Company has changed its name to "UAC Global Public Company Limited" which was registered the change of the Company's name with the Ministry of Commerce on April 18, 2014. 1.3 The Company's registered address is No.1 TP&T Tower, 19th Floor, Soi Vibhavadirangsit 19, Vibhavadirangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 and the branch office's addresses as follows : Branch 1 : Warehouse is located at 999 Moo 4, Soi Tesaban Bangpoo 99 (Sermmitra), Sukhumvit Road, Muang Samutphakan, Samutprakan. Branch 2 : Sale office is located at 267/77 Sukhumvit Road, Tambon Maptaput, Amphur Muang Rayong, Rayong. On July 20, 2013, this brance is moved to at 188/76 Sukhumvit Road, Tambon Maptaput, Amphur Muang Rayong, Rayong. Branch 3 : Warehouse is located at 613/13 Moo 2, Songkla-Jana Road, Tambon Pawong, Amphur Muang Songkla, Songkla. Branch 4 : Manufacturing plant and distribution at 150 Moo 2, Tambon Mae Tang, Amphur Mae Tang, Chiangmai. Branch 5 : Manufacturing plant and distribution at 1/1 Moo 8, Tumbon Kokrak, Amphur Kongkrailat, Sukhothai. 1.4 The Company has engaged in business as follows: 1.4.1 The Company has engaged in business of import and distribution of chemicals and equipment used in various industries i.e. off-shore natural gas exploration and production, oil refinery and upstream petrochemicals, engine oil lubricant manufacturing plant, polymer and plastic manufacturing plant, chemical industrial plant, power plant and utilities system. 1.4.2 To provide the consultant and advising for the marketing of any products and services, the feasibility study of any projects or works related to Energy industry, Refinery, Petrochemicals, Power plants and other utilities. 1.4.3 Production and distribution of Biogas used in power generation, transportation and various industries. 1.4.4 Hire of construction of machines and equipment used in various industries i.e. off-shore natural gas exploration and production, oil refinery and upstream petrochemicals, engine oil lubricant manufacturing plant, polymer and plastic manufacturing plant, chemical industrial plant, power plant and utilities system. 1.4.5 Production and distribution of petroleum manufacturing such as Compressed Natural Gas (CNG), Liquefied Petroleum Gas (LPG), Natural Gas Liquid (NGL). 152

-22. BASIS OF FINANCIAL STATEMENTS PREPARATION AND PRESENTATION 2.1 Financial statements preparation basis The financial statements have been prepared in conformity with the financial reporting standards enunciated under the Accounting Professions Act B.E. 2547 and presented in accordance with the notification of the Department of Business Development by Ministry of Commerce dated September 28, 2011 regarding the condensed form should be included in the financial statements B.E. 2554 and in accordance with the regulations of the Securities and Exchange Commission regarding the preparation and presentation of financial reporting under the Securities and Exchange Act B.E. 2535. The financial statements have been prepared under the historical cost convention, except as transaction disclosed in related accounting policy. 2.2 Accounting standards and financial reporting standards that are mandatorily effective in the current year The Federation of Accounting Professions issued accounting standards, financial reporting standards, standing interpretations committee and financial reporting interpretations committee which are expected to be effective for the financial statements beginning on or after January 1, 2014 as detailed below : Accounting Standards TAS 1

(Revised 2012) Presentation of Financial Statements

TAS 7

(Revised 2012) Statement of Cash Flows

TAS 12

(Revised 2012) Income Taxes

TAS 17

(Revised 2012) Leases

TAS 18

(Revised 2012) Revenue

TAS 19

(Revised 2012) Employee Benefits

TAS 21

(Revised 2012) The Effects of Changes in Foreign Exchange Rate

TAS 24

(Revised 2012) Related Party Disclosures

TAS 28

(Revised 2012) Investments in Associates

TAS 31

(Revised 2012) Interests in Joint Venture

TAS 34

(Revised 2012) Interim Financial Reporting

TAS 36

(Revised 2012) Impairment of Assets

TAS 38

(Revised 2012) Intangible Assets 153

-3-

Financial Reporting Standards TFRS 2

(Revised 2012) Share - Based Payments

TFRS 3

(Revised 2012) Business Combinations

TFRS 5

(Revised 2012) Non-current Held for Sale and Discontinued Operations

TFRS 8

(Revised 2012) Operating Segments

Standing Interpretations Committee TSIC 15 Operating Leases - Incentives TSIC 27 Evaluating the Substance of Transactions Involving the Legal form of a Lease TSIC 29 Service Concession Arrangements Disclosures TSIC 32 Intangible Assets - Web Site Costs Financial Reporting Interpretations Committee TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements TFRIC 13 Customers Loyalty Programmes TFRIC 17 Distribution of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers The above accounting standards, financial reporting standards, standing interpretations committee and financial reporting interpretations committee will have no significantly impacts on these financial statements. 154

-4-

2.3 Financial reporting standards in issue but not yet effective The Company has not adopted the following new and revised TFRS that have been issued as at the reporting date but are not yet effective. The new and revised TFRS are expected to become effective for annual financial statements period beginning on or after 1 January in the year indicated following : Financial Reporting Standards

Contents

Effective year

Conceptual Framework for Financial Reporting

2015

(Revised 2014) Accounting Standards TAS 1 (Revised 2014)

Presentation of Financial Statements

2015

TAS 2 (Revised 2014)

Inventories

2015

TAS 7 (Revised 2014)

Statement of Cash Flows

2015

TAS 8 (Revised 2014)

Accounting Policies, Changes in Accounting

2015

Estimates and Errors TAS 10 (Revised 2014)

Events After the Reporting Period

2015

TAS 11 (Revised 2014)

Construction Contracts

2015

TAS 12 (Revised 2014)

Income Taxes

2015

TAS 16 (Revised 2014)

Property, Plant and Equipment

2015

TAS 17 (Revised 2014)

Leases

2015

TAS 18 (Revised 2014)

Revenue

2015

TAS 19 (Revised 2014)

Employee Benefits

2015

TAS 20 (Revised 2014)

Accounting for Government Grants and

2015

Disclosure of Government Assistance TAS 21 (Revised 2014)

The Effects of Changes in Foreign Exchange Rates

2015 155

-5-

Contents

Effective year

Accounting Standards TAS 23 (Revised 2014)

Borrowing Costs

2015

TAS 24 (Revised 2014)

Related Party Disclosures

2015

TAS 26 (Revised 2014)

Accounting and Reporting by Retirement

2015

Benefit Plans TAS 27 (Revised 2014)

Separate Financial Statements

2015

TAS 28 (Revised 2014)

Investments in Associates and Joint Venture

2015

TAS 29 (Revised 2014)

Financial Reporting in Hyperinflationary

2015

Economics TAS 33 (Revised 2014)

Earnings per Share

2015

TAS 34 (Revised 2014)

Interim Financial Reporting

2015

TAS 36 (Revised 2014)

Impairment of Assets

2015

TAS 37 (Revised 2014)

Provisions, Contingent Liabilities and

2015

Contingent Assets TAS 38 (Revised 2014)

Intangible Assets

2015

TAS 40 (Revised 2014)

Investment Property

2015

TFRS 2 (Revised 2014)

Share-Based Payments

2015

TFRS 3 (Revised 2014)

Business Combinations

2015

TFRS 4 (Revised 2014)

Insurance Contracts

2016

TFRS 5 (Revised 2014)

Non-current Assets Held for Sale and Discontinued

2015

Financial Reporting Standards

Operations TFRS 6 (Revised 2014)

Exploration for and Evaluation of Mineral Resources

2015

TFRS 8 (Revised 2014)

Operating Segments

2015 156

-6Contents

Effective year

Financial Reporting Standards TFRS 10

Consolidated Financial Statements

2015

TFRS 11

Joint Arrangements

2015

TFRS 12

Disclosure of Interests in Other Entities

2015

TFRS 13

Fair Value Measurement

2015

Standing Interpretations Committee TSIC 10 (Revised 2014)

Government Assistance – No Specific Relation

2015

to Operating Activities TSIC 15 (Revised 2014)

Operating Leases - Incentives

2015

TSIC 25 (Revised 2014)

Income Taxes – Changes in the Tax Status of an

2015

Entity or its Shareholders TSIC 27 (Revised 2014)

Evaluating the Substance of Transactions

2015

Involving the Legal Form of a Lease TSIC 29 (Revised 2014)

Service Concession Arrangements: Disclosures

2015

TSIC 31 (Revised 2014)

Revenue – Barter Transactions Involving

2015

Advertising Services TSIC 32 (Revised 2014)

Intangible Assets - Web Site Costs

2015

Financial Reporting Interpretations Committee TFRIC 1 (Revised 2014)

Changes in Existing Decommissioning, Restoration

2015

and Similar Liabilities TFRIC 4 (Revised 2014)

Determining Whether an Arrangement Contains

2015

a Lease TFRIC 5 (Revised 2014)

Rights to Interests arising from Decommissioning,

2015

Restoration and Environmental Rehabilitation Funds 157

-7-

Contents

Effective year

Financial Reporting Interpretations Committee TFRIC 7 (Revised 2014)

Applying the Restatement Approach under

2015

TAS 29 (revised 2014) Financial Reporting in Hyperinflationary Economies TFRIC 10 (Revised 2014)

Interim Financial Reporting and Impairment

2015

TFRIC 12 (Revised 2014)

Service Concession Arrangements

2015

TFRIC 13 (Revised 2014)

Customer Loyalty Programmers

2015

TFRIC 14

The Limit on a Defined Benefit Asset, Funding

2015

Requirements and their Interaction for TAS 19 Employee Benefits TFRIC 15 (Revised 2014)

Agreements for the Construction of Real Estate

2015

TFRIC 17 (Revised 2014)

Distributions of Non â&#x20AC;&#x201C; cash Assets to Owners

2015

TFRIC 18 (Revised 2014)

Transfers of Assets from Customers

2015

TFRIC 20

Stripping Costs in the Production Phase of a

2015

Surface Mine The management expects that the Company will apply and adopt the issued and revised financial reporting standards in accordance with the notification of the Federation of Accounting Professions and is being evaluated the effect of those issued and revised financial reporting standards on the Company's financial statements which expected that they will have no significantly impacts on the financial statements in the year in which they are initially applied. 158

-83. BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PREPARATION The consolidated financial statements incorporate the interim financial statements of UAC Global Public Company Limited and its subsidiaries, control is achieved where the Company has the power to govern the financial and operating policies until the control is ceased as follows : Incorporated in Percentage of investment (%) 2014

Type of business

2013

Subsidiaries Hire of water production UAC Hydrotek Co., Ltd.

Thailand

and distribution including related equipment use in consumption and industries

UAC & TPT Energy Co., Ltd.

Thailand

50.01

Production and distribution of Biogas used in power generation, transportation and various industries

UAC Energy Co., Ltd.

Thailand

99.99

Generating and distribution of electricity current and alternative energy

UAC TPT Pellets Co., Ltd.

Thailand

0.00

(held by UAC & TPT Energy

Generating and distribution of fuel briquette

Co., Ltd. at 99.97%) Solar Energy Roof Power

Thailand

98.79

0.00

Generating and distribution

Co., Ltd. (held by UAC

of electricity current and

Energy Co., Ltd. at 98.80%)

alternative energy

The consolidated financial statements have been prepared in conformity with the same accounting policy for the same accounts and accounting events of the Company and subsidiaries. The balance of accounts and transactions between UAC Global Public Company Limited and its subsidiaries, unrealized gain between of the Company and net assets of subsidiaries have been eliminated from the consolidated financial statements. 159

-9-

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 4.1 Income and Expenses Recognition 4.1.1 Revenues and expenses are recognized on an accrual basis. 4.1.2 Revenues from sales are recognized when the goods are delivered, the significant risk and rewards have been transferred to the customers. 4.1.3 Revenues from project advisory services are recognized as income when the services are rendered. 4.1.4 Revenues from construction contract services are recognized by reference to the stage of completion of the contract activity when it is probable that total contract cost will be exceed total contract revenue, the expected loss is recognized as an expenses in statements of comprehensive income immediately. 4.2 Cash and Cash Equivalents Cash and cash equivalents included cash on hand and at bank of which the maturity is less than three months from the deposit date and without restriction on withdrawal. 4.3 Trade and Other Receivables Trade and other receivables are stated at the rights to receive amount/invoice amount less allowance for doubtful accounts. The Company and subsidiaries provided allowance for doubtful accounts by considering the overdue period of the accounts receivable from the abilities to repay the debts of each accounts receivable. 4.4 Inventory Inventories are valued at the lower of cost on a first-in first-out (FIFO) basis or net realizable value. 4.5 Investment Investment in subsidiaries is stated at cost net of provision for impairment (if any). Investment in separate financial statements is stated at cost net of provision for impairment of investment (if any). 160

- 10 -

4.6 Plant and Equipment Building and equipment are stated at cost less relevant accumulated depreciation and provision for impairment of assets (if any). Cost is included initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which the Company and subsidiaries incur. Building and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets and depreciation charge has to be determined separately for each significant parts of assets with the cost that is significant in relation to the total cost of asset item. In addition, the entity is required to review the useful lives, residual value and depreciation method at least at each financial year-end. The estimated useful lives of the assets are as follows : Number of years Building and building improvement

5 - 20

Machinery and equipment

5 - 20

Office equipment

2 and 5

Office furniture and fixture

Vehicles

Land and assets under construction were not depreciated. 4.7 Impairment of Assets The Company and subsidiaries have assessed the impairment of assets whenever events or changes indicated that the carrying amount of an assets exceeds its recoverable value (net selling price of the assets under current operation or its utilization value whichever is higher). The Company will consider the impairment for each asset item or each assets unit generating cash flows, whichever is practical. In case of the carrying amount of an asset exceeds its recoverable value, the Company and subsidiaries will recognize an impairment loss in the statements of comprehensive income for the period. The Company and subsidiaries will reverse the impairment loss whenever there is an indication that there is no longer impairment or reduction in impairment. 161

- 11 4.8 Transactions in Foreign Currencies The Company and subsidiaries record its transactions in foreign currencies converting into Thai Baht by using the exchange rates ruling on the transaction dates. The outstanding balances of accounts in foreign currencies as at the statements of financial position date are converted into Thai Baht by using the exchange rates ruling on the same date. Gains or Loss on exchange rate are taken into income or expense in the results of operation. 4.9 Financial Instruments Financial instruments are presented in statements of financial position, consist of cash and cash equivalents, current investment, trade and other receivables, pledged fixed deposit and long-term investment, bank overdrafts and short-term loans from financial institution, trade and other payables, long-term loans and financial lease liabilities. The basis of recognition and measurement of each item is separately disclosed in the related transactions. 4.10 Long-Term Lease 4.10.1 Financial lease The Company and subsidiaries record vehicles under hire purchase agreement/lease agreement as assets and liabilities in an amount equal to the fair value of the leased assets or the present value of the minimum payments under the agreements. Interest expenses are recorded to each period over the term of the agreement. 4.10.2 Operating lease The Company and subsidiaries have recorded long-term lease land agreement to be paid over the term of the agreement under operating lease as rental expenses since the inception date in the statements of comprehensive income, amortized on a straight-line basis. 4.11 Employee Benefits 4.11.1 Provident fund The Company and subsidiaries have established provident fund under the defined contribution plan. The fund's assets are separated entities which are administered by the outsider fund manager. The Company and employees made contribution into such provident fund. The Company's contribution payments to the provident fund were recorded as expenses in the statements of comprehensive income in the period in which they are incurred.

162

- 12 -

4.11.2 Employee benefits for post - employment benefits The Company and subsidiaries provide for post employment benefits, payable to employees under the Thai Labor Law. The present value of employee benefit liabilities recognized in the statements of financial position is estimated on an actuarial basis using Projected Unit Credit Method by the independent actuary. The calculation was made by utilizing various assumptions about future events. The Company is responsible for the selection of appropriate assumptions. The principle actuarial assumptions were as follows; Discount rate

4.11% per annum

Employee turnover

Age-related scale and kind of employees

Mortality

According to Thailand TMO2008 male and female tables

4.12 Income Tax and Deferred Tax 4.12.1 Income tax expense for the period comprises current and deferred tax. Current and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income 1) Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. 2) Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized that it is probable that they will not utilize in the foreseeable future. 4.12.2 Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they adjust, using tax rates enacted or substantively enacted at the reporting date. 163

- 13 4.12.3 In determining the amount of current and deferred tax, the Company and subsidiaries take into account the impact of uncertain tax positions and whether additional taxes and interest may be settled. The Company and subsidiaries believe that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company and subsidiaries to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. 4.12.4 Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but the Company and subsidiaries intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. 4.12.5 A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized. 4.13 Accounting Estimates Preparation of financial statements in conformity with the financial reporting standards required the management to make several estimation and assumption which affect the reported amounts in the financial statements and notes related thereto. Consequent actual results may differ from those estimates. The Company and subsidiaries made estimates and assumptions concerning the future factors. The results of accounting estimates may be differed from the related actual results. The estimates and assumptions that may have a risk of causing an adjustment to the assets in the next financial year related to allowance for doubtful accounts, allowance for devaluation of inventories at the statements of financial position date. Other estimates are described in the corresponding disclosures. 164

- 14 4.14 Provisions The Company and subsidiaries recognize a provision when an entity has a present legal or constructive obligation as a result of a past event. It is probable that an outflow of economic benefits resources will be required to settle the obligation and reliable estimate can be made of the amount of the obligation. If some or all the expenditure is required to settle a provision, is expected to be reimbursed when it is virtually certain that reimbursement will be received if the Company settles the obligation. The amount recognized should not exceed the amount of the provision. 4.15 Earnings per Share Basic earnings per share which is determined by dividing the net profit for the year by the weighted average number of ordinary shares issued and paid-up during the year. Diluted earnings per share is determined by the net profit for the year by the weighted average number of ordinary shares issued and paid-up during the year including number of ordinary shares issued to warrantholders. 5. EFFECTS FROM INITIAL ADOPTION FINANCIAL REPORTING STANDARDS For the first quarter of the year 2013, the Company and subsidiaries have applied TAS 12 "Income Taxes", in accordance with the FAP's notification, the Company and its subsidiaries thus taken income tax expenses (income) to adjust the beginning of 2013 retained earnings and made retroactively adjustment the 2012 financial statements. The effects from apply such accounting standards, the financial statements for the year ended December 31, 2013, represented the increase in beginning retained earnings and deferred tax assets by the same amount of Baht 2.26 million in the consolidated financial statements and Baht 1.36 million in the separate financial statements. 6. ADDITIONAL DISCLOSURE OF CASH FLOWS INFORMATON 6.1 Cash and cash equivalents Consolidated financial statements (Baht)

Separate financial statements (Baht)

2014

2013

2014

2013

76,379.25

73,080.00

66,098.25

62,968.00

Current accounts

2,763,651.92

969,856.32

2,676,647.22

890,608.32

Savings deposit

97,468,630.59

97,726,401.33

61,391,274.55

63,956,054.84

100,308,661.76

98,769,337.65

64,134,020.02

64,909,631.16

Cash

Total

165

- 15 6.2 Non-cash transaction For the year ended December 31, 2014 1) The Company and subsidiaries have fixed assets acquisition expenses in the amount of Baht 76.58 million in the consolidated financial statements and Baht 32.74 million in the separate financial statements respectively. At the end of period, the payment is still not matured, which was presented as other payables. For the year ended December 31, 2013 1) The Company and subsidiaries have fixed assets acquisition expenses in the amount of Baht 43.70 million in the consolidated financial statements and Baht 43.37 million in the separate financial statements respectively. At the end of the period, the payment is still not matured, which was presented as other payables. 2) The Company entered into leasing agreement for vehicles in the amount of Baht 5.95 million by making initial payment amount of Baht 1.76 million and the remaining will be made by installment which was presented as financial lease liabilities. 3) The Company has paid ordinary share dividend amount of Baht 46.07 million (92.15 million ordinary shares at par value of Baht 0.50 million) to the shareholders (note 19). 7. TRADE AND OTHER RECEIVABLES Consolidated financial statements (Baht)

Separate financial statements (Baht)

2014

2013

2014

2013

125,908,825.31

119,608,571.22

125,777,825.31

117,601,541.22

157,200.00

34,109,589.33

0.00

19,517,077.43

Value Added Tax receivable

26,662,906.15

36,795,424.49

21,606,623.38

35,799,868.35

Accrued dividend income

29,999,928.95

0.00

29,999,928.95

0.00

Others

22,769,801.55

21,104,998.15

22,968,058.40

20,904,349.30

205,498,661.96

211,618,583.19

200,352,436.04

193,822,836.30

Trade accounts receivable Billed Unbilled Other receivables

Total

166

- 16 -

Consolidated financial statements (Baht) Separate financial statements (Baht) 2014

2013

2014

2013

98,184,662.42

94,484,065.49

98,053,662.42

93,362,095.49

Trade accounts receivable are separated by aging as follows : Trade accounts receivable under Credit Term

Trade accounts receivable overdue for payment - Less than 3 months

22,049,959.36

22,270,145.87

22,049,959.36

21,385,085.87

- Over 3 - 6 months

1,012,600.00

697,200.00

1,012,600.00

697,200.00

- Over 6 - 12 months

2,327,261.40

130,189.71

2,327,261.40

130,189.71

- Over 12 months

2,334,342.13

2,026,970.15

2,334,342.13

2,026,970.15

125,908,825.31

119,608,571.22

125,777,825.31

117,601,541.22

Total

8. INVENTORIES Consolidated financial statements (Baht)

Separate financial statements (Baht)

2014

2013

2014

2013

Raw materials

117,703,462.71

114,559,894.18

117,650,712.71

114,507,144.18

Finished goods

1,644,497.89

1,038,770.40

1,644,497.89

1,038,770.40

Goods in transit

12,898,464.97

122,722,652.42

12,898,464.97

122,722,652.42

132,246,425.57

238,321,317.00

132,193,675.57

238,268,567.00

(776,603.06)

(727,103.06)

(776,603.06)

(727,103.06)

131,469,822.51

237,594,213.94

131,417,072.51

237,541,463.94

Total Less Allowance for devaluation of finished goods Net

167

- 17 9. INVESTMENT IN ASSOCIATES Paid-up share capital Name

Nature of business

Relationship

Consolidated financial statements (Baht) Separate financial statements (Baht)

(Million Baht) 2014

Shareholding percentage 2013

Equity method

Cost method

2014

2013

2014

2013

2014

2013

Associates Bangchak Biofuel Co., Ltd. Sebigas UAC Co., Ltd.

Manufacturing and

Director and

distribution biodiesel

shareholders

Construction

Director and

contracts

shareholders

281.50

246,685,051.24

268,366,423.34

111,051,487.00

14.00

4.00

3,404,225.45

1,675,916.02

0.00

250,089,276.69

270,042,339.36

111,051,487.00

Total

9.1 The financial statements for the year ended December 31, 2014 of Bangchak Biofuel Co., Ltd. were taken to prepare the consolidated financial statements which were audited by the other auditor. 9.2 The financial statements for the year ended December 31, 2014 of Sebigas UAC Co., Ltd. (held at 49% by subsidiary - UAC Energy Co., Ltd.) which were taken to prepare the consolidated financial statements which were audited by the other auditor. 9.3 Summary of financial information of associates are as follows : (Unit : Million Baht)

Bangchak Biofuel Co., Ltd. Sebigas UAC Co., Ltd.

Total assets

Total liabilities

As at December 31,

2014

2013

2014

1,441.76

1,498.81

681.55

79.49

11.66

72.54

Total comprehensive income (expense) Total revenue for the year

2013

for the year

2014

2013

2014

2013

666.33

5,317.38

4,416.37

217.67

260.11

8.35

134.25

0.19

(6.36)

(0.69)

168

- 18 10. INVESTMENT IN SUBSIDIARIES Separate financial statement (Baht) Name of subsidiaries

Paid-up share capital (Baht)

Percentage of shareholding

2014

2013

50 50.01 99.99

2013

UAC Hydrotek Co., Ltd.

10,000,000.00

UAC & TPT Energy Co., Ltd.

90,000,000.00

9,700,000.00

UAC Energy Co., Ltd.

46,000,000.00

30,000,000.00

50.01 99.99 Total

Cost method 2014

2013

4,999,700.00 45,008,800.00 45,999,700.00

4,999,700.00 5,200,630.00 29,999,700.00

96,008,200.00

40,200,030.00

1. The financial statements for the year ended December 31, 2014 of the above subsidiaries were taken to prepare the consolidated financial statements which were audited by the auditor. 2. In during the year 2014 1) UAC & TPT Energy Co., Ltd. has received the payment of share capital from calling for the payment in another amount of Baht 20.30 million (70% of increased share capital) and registered the increase share capital for another Baht 30 million to Baht 150 million (divided into 1,500,000 shares at par value of Baht 100 each) and already called for payment for the increase share captial amount of Baht 60 million (equal to 50% of increased share capital). 2) UAC Energy Co., Ltd. has registered the increase share capital for another amount of Baht 30 million to Baht 70 million (divided into 700,000 shares at par value of Baht 100 each) and called for and received the payment amount of Baht 16 million (equal to 40% of increased share capital). 3. In during the year 2013 1) UAC & TPT Energy Co., Ltd. has received the payment of share capital from calling for the payment in another amount of Baht 0.75 million and registered the increase share capital from Baht 1 million to Baht 30 million (divided into 300,000 ordinary shares at par value of Baht 100 each). which called for and received the payment for the increase share capital amount of Baht 8.70 million (equal to 30% of increased share capital). As a result, after the increase share capital, the Company has reduced in proportion of shareholding from 99.97% to 50.01%. 2) UAC Energy Co., Ltd. was established as a company limited on August 26, 2013 with the registered share capital amount of Baht 1 million (divided into 10,000 ordinary shares at par value of Baht 100 each) and has registered the increase share capital from Baht 1 million to Baht 30 million (divided into 300,000 ordinary shares at par value of Baht 100 each) which called for and received the payment for the increased share capital in full amount. 169

- 19 11. PROPERTY, PLANT AND EQUIPMENT Consolidated financial statements (Baht) Land

Building and

Machinery

Office

improvement

and equipment

furniture

Office fixture

Vehicles

Building under

Total

construction

Assets - Cost As at December 31, 2012

0.00

4,117,462.82

3,302,442.68

11,473,299.73

795,064.19

20,087,800.36

403,805,816.20

443,581,885.98

2,047,633.00

209,573.94

12,718,578.03

1,559,217.67

2,414,727.68

5,914,018.69

362,139,213.37

387,002,962.38

Disposal

0.00

(14,621.50)

(78,201.03)

0.00

(92,822.53)

Transfer construction in progress

0.00

23,750,440.35

155,808,665.05

0.00

(179,559,105.40)

0.00

2,047,633.00

28,077,477.11

171,829,685.76

13,017,895.90

3,131,590.84

26,001,819.05

586,385,924.17

830,492,025.83

12,658,585.50

4,809,709.71

27,059,814.34

2,643,966.06

171,771.89

0.00

231,629,900.22

278,973,747.72

Inter-transaction transfer

0.00

37,261,769.90

558,903,977.03

2,408,321.01

613,734.17

0.00

(599,187,802.11)

0.00

Disposal

0.00

(317,277.00)

(707,738.22)

(1,025,015.22)

14,706,218.50

70,148,956.72

757,793,477.13

18,070,182.97

3,917,096.90

25,684,542.05

218,120,284.06

1,108,440,758.33

As at December 31, 2012

0.00

1,813,352.34

155,418.56

6,421,760.62

524,662.79

9,452,751.80

0.00

18,367,946.11

Depreciation for the year

0.00

1,404,961.17

4,192,919.58

1,797,818.12

277,505.80

1,757,094.60

0.00

9,430,299.27

Depreciation - write off

0.00

(11,264.34)

(60,760.19)

0.00

(72,024.53)

As at December 31, 2013

0.00

3,218,313.51

4,348,338.14

8,208,314.40

741,408.40

11,209,846.40

0.00

27,726,220.85

Depreciation for the year

0.00

5,119,876.88

44,008,340.72

2,419,555.80

698,242.68

2,064,284.38

0.00

54,310,300.46

Inter-transaction transfer

0.00

4,624.79

440.60

(440.60)

(4,624.79)

0.00

Depreciation - write off

0.00

(317,276.00)

0.00

(317,276.00)

As at December 31, 2014

0.00

8,342,815.18

48,357,119.46

10,627,429.60

1,435,026.29

12,956,854.78

0.00

81,719,245.31

As at December 31, 2013

2,047,633.00

24,859,163.60

167,481,347.62

4,809,581.50

2,390,182.44

14,791,972.65

586,385,924.17

802,765,804.98

As at December 31, 2014

14,706,218.50

61,806,141.54

709,436,357.67

7,442,753.37

2,482,070.61

12,727,687.27

218,120,284.06

1,026,721,513.02

Acquisition

As at December 31, 2013 Acquisition

As at December 31, 2014 Accumulated depreciation

Net book value

170

- 20 -

Assets - Cost As at December 31, 2012 Acquisition Disposal Transfer construction in progress As at December 31, 2013 Acquisition Inter-transaction transfer Disposal As at December 31, 2014 Accumulated depreciation As at December 31, 2012 Depreciation for the year Depreciation - write off As at December 31, 2013 Depreciation for the year Inter-transaction transfer Depreciation - write off As at December 31, 2014 Net book value As at December 31, 2013 As at December 31, 2014

Separate financial statements (Baht) Office Office fixture furniture

Land and improvement

Building and improvement

Machinery and equipment

0.00 2,047,633.00 0.00 0.00 2,047,633.00 12,658,585.50 0.00 0.00 14,706,218.50

4,117,462.82 209,573.94 0.00 23,750,440.35 28,077,477.11 4,809,709.71 37,261,769.90 0.00 70,148,956.72

3,302,442.68 9,972,137.30 0.00 155,808,665.05 169,083,245.03 27,050,118.08 542,873,770.21 0.00 739,007,133.32

10,344,202.78 1,526,767.67 (14,621.50) 0.00 11,856,348.95 2,094,997.08 2,408,321.01 0.00 16,359,667.04

795,064.19 2,414,727.68 (78,201.03) 0.00 3,131,590.84 171,771.89 613,734.17 0.00 3,917,096.90

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

1,813,352.34 1,404,961.17 0.00 3,218,313.51 5,119,876.88 4,624.79 0.00 8,342,815.18

155,418.56 4,183,658.48 0.00 4,339,077.04 43,620,853.09 440.60 0.00 47,960,370.73

6,061,958.28 1,440,709.13 (11,264.34) 7,491,403.07 2,244,037.86 (440.60) 0.00 9,735,000.33

2,047,633.00 14,706,218.50

24,859,163.60 61,806,141.54

164,744,167.99 691,046,762.59

4,364,945.88 6,624,666.71

Vehicles

Building under construction

Total

20,087,800.36 5,914,018.69 0.00 0.00 26,001,819.05 0.00 0.00 (317,277.00) 25,684,542.05

403,805,816.20 359,982,740.18 0.00 (179,559,105.40) 584,229,450.98 130,634,622.51 (583,157,595.29) (707,738.22) 130,998,739.98

442,452,789.03 382,067,598.46 (92,822.53) 0.00 824,427,564.96 177,419,804.77 0.00 (1,025,015.22) 1,000,822,354.51

524,662.79 277,505.80 (60,760.19) 741,408.40 698,242.68 (4,624.79) 0.00 1,435,026.29

9,452,751.80 1,757,094.60 0.00 11,209,846.40 2,064,284.38 0.00 (317,276.00) 12,956,854.78

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

18,008,143.77 9,063,929.18 (72,024.53) 27,000,048.42 53,747,294.89 0.00 (317,276.00) 80,430,067.31

2,390,182.44 2,482,070.61

14,791,972.65 12,727,687.27

584,229,450.98 130,998,739.98

797,427,516.54 920,392,287.20

11. 1 As at December 31, 2014 and 2013, fixed assets at cost of Baht 71.37 million and Baht 24.07 million are improved and structured on leased land (note 28.1). 11. 2 As at December 31, 2014 and 2013, equipment at cost of Baht 549.20 million and Baht 16.56 million is being made the payment under lease agreement (note 16). 11. 3 As at December 31, 2014 and 2013, machinery and equipment and assets under construction at cost of Baht 287.55 million and Baht 158.33 million are pledged as guarantee against long-term loans (note 15). 171

- 21 12. DEFERRED TAX ASSETS/LIABILITIES Consolidated financial statements (Baht) Recognize as (expenses)

Recognize as (expenses)

As at

income in profit

As at

income in profit

As at

December 31,

or loss

December 31,

or loss

December 31,

2012

(note 20.2)

2013

(note 20.2)

2014

Dererred tax assets Inventories (allowance for devaluation of finished goods)

145,420.61

0.00

145,420.61

9,900.00

155,320.61

0.00

82,834.46

Employee benefit obligations

1,229,796.40

264,643.99

1,494,440.39

266,346.41

1,760,786.80

Subsidy income for recognize

0.00

1,960,020.76

1,025,545.13

2,985,565.89

883,678.49

180,027.46

1,063,705.95

8,369,786.63

9,433,492.58

2,258,895.50

2,404,692.21

4,663,587.71

9,754,412.63

14,418,000.34

0.00 2,258,895.50

0.00 2,404,692.21

0.00 4,663,587.71

(7,358,632.16) 2,395,780.47

(7,358,632.16) 7,059,368.18

Provisions

Dificit from operations Total Dererred tax liabilities Financial lease liabilities Net

Separate financial statements (Baht) Recognize as (expenses)

Recognize as (expenses)

As at

income in profit

As at

income in profit

As at

December 31,

or loss

December 31,

or loss

December 31,

2012

(note 20.2)

2013

(note 20.2)

2014

Dererred tax assets Inventories (allowance for devaluation of finished goods)

145,420.61

0.00

145,420.61

9,900.00

155,320.61

0.00

41,250.00

Employee benefit obligations

1,219,467.20

256,378.20

1,475,845.40

284,941.40

1,760,786.80

Subsidy income for recognize

0.00

1,960,020.76

(95,950.20)

1,864,070.56

Deficit from operations

0.00

8,783,615.60

1,364,887.81

2,216,398.96

3,581,286.77

9,023,756.80

12,605,043.57

0.00 1,364,887.81

0.00 2,216,398.96

0.00

(7,358,632.16) 1,665,124.64

(7,358,632.16)

Provisions

Total Dererred tax liabilities Financial lease liabilities Net

3,581,286.77

5,246,411.41 172

- 22 13. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS Consolidated financial statements (Baht)

2014 Bank overdrafts Short-term loans from bank Trust receipt payable Total

2013

Separate financial statements (Baht)

2014

2013

0.00

10,723,109.65

0.00

10,723,109.65

130,000,000.00

50,000,000.00

130,000,000.00

50,000,000.00

33,806,208.41

151,862,793.02

21,275,918.81

151,862,793.02

163,806,208.41

212,585,902.67

151,275,918.81

212,585,902.67

13.1 As at December 31, 2014 and 2013, the Company has overdrafts line with bank amount of Baht 35 million (3 banks) at the interest of MOR - 1.5% - MOR per annum. 13.2 As at December 31, 2014, the Company has short-term loans with two banks amount of Baht 130 million by issuing promissory notes. 1) Amount of Baht 80 million is due within March 2014, at the interest of MLR - 2% per annum. 2) Amount of Baht 50 million is due within January 2014 at interest rate of MMR per annum and as at December 31, 2013, the Company has short-term loans with a bank amount of Baht 50 million by issuing promissory notes is due within March 2014 at interest rate of MMR per annum. 13.3 As at December 31, 2014 and 2013, the Company has credit line for import goods from overseas with several banks amount of Baht 420 million, at the agreed interest rate on the loan agreement date. 13.4 As at December 31, 2014 and 2013, such overdrafts line and loans have no collaterals. 14. TRADE AND OTHER PAYABLES Consolidated financial statements (Baht)

2014 Trade accounts payable

2013

Separate financial statements (Baht)

2014

2013

55,822,195.57

204,032,245.39

55,822,195.57

188,040,189.49

7,280,965.07

7,777,762.61

6,640,229.43

7,655,462.61

Fixed assets acquisition payable

76,583,930.69

43,700,740.67

32,742,030.97

43,367,600.50

Others

21,557,348.39

15,833,370.98

20,860,357.73

15,702,295.83

161,244,439.72

271,344,119.65

116,064,813.70

254,765,548.43

Other payables Accrued expenses

Total

173

- 23 15. LONG-TERM LOANS Consolidated and

Separate financial statements (Baht) 2014

2013

Loans from bank

188,545,366.23

154,187,376.54

Less Current portion of long-term loans

(44,556,000.00)

(24,043,573.15)

143,989,366.23

130,143,803.39

Net The Company has long-term loans from bank as follows :

1. The first loan agreement in the amount of Baht 19.51 million, the principal is repayable on a monthly basis through 81 installments of Baht 0.24 million each (graced 3 months for principal repayment), commenced in September 2012. The interest is payable on a monthly basis at the rate of MLR - 2.75% per annum. 2. The second loan agreement in the amount of Baht 32.60 million, the principal is repayable on a monthly basis through 81 installments of Baht 0.40 million each (graced 3 months for principal repayment), commenced in October 2012. The interest is payable on a monthly basis at the rate of 3% per annum. 3. The third loan agreement in the amount of Baht 111.96 million, the principal is repayable on a monthly basis through 48 installments of Baht 2.38 million each (graced 12 months for principal repayment), commenced in June 2014. The interest is payable on a monthly basis at the rate of MLR - 1.75% per annum. 4. The fourth loan agreement in the amount of Baht 100 million, the principal is repayable on a monthly basis through 72 installments of Baht 1.39 million each (graced 12 months for principal repayment), commenced in July 2015. The interest is payable on a monthly basis at the rate of MLR - 1.55% per annum (1st year) and at the rate of MLR - 1% per annum (2nd year onwards). All loans agreement are guaranteed by machinery and equipment and assets under construction (note 11), part of leasehold right (note 28.1) and the Company must comply with significant conditions in loans agreement about 1) the Company should not get into any obligations, debts or responsibility from borrowings or guarantees any persons which resulted to Debt to Equity Ratio exceeds 2 : 1, and 2) the Company will preserve Debt Service Coverage Ratio not less than 2 times (not less than 1.2 items for the third and fourth loans agreement). 174

- 24 16. FINANCIAL LEASE LIABILITIES 1) Financial lease liabilities excluded future interest are as follows : Consolidated and

Separate financial statements (Baht) 2014 Hire-purchase payable Lease payable Total Less Current portion of long-term debt Net

2013

5,116,644.74

7,332,267.93

229,560,059.46

768,178.66

234,676,704.20

8,100,446.59

(75,040,281.79)

(2,976,312.12)

159,636,422.41

5,124,134.47

The Company's fixed assets at cost are being made the payment under financial lease as below : Consolidated and

Separate financial statements (Baht) 2014 Machineries and equipment Vehicles Total

2013

536,710,000.00

0.00

12,494,018.69

16,563,018.69

549,204,018.69

16,563,018.69

2) The minimum to be paid under financial lease as follows : Consolidated and

Separate financial statements (Baht) 2014 Within 1 year

2013

85,049,220.00

3,280,065.00

Over 1 year not over 3 years

168,010,566.78

4,765,026.81

Over 3 year not over 5 years

0.00

610,404.00

253,059,786.78

8,655,495.81

Less Future interest of financial lease

(18,383,082.58)

(555,049.22)

Present value of financial lease liabilities

234,676,704.20

8,100,446.59

Total

175

- 25 17. SHARE CAPITAL 1 According to the minutes of the 2013 Annual General Meeting of Shareholders held on April 5, 2013, passed the following resolution: 1.1 Decrease share capital in the amount of Baht 25,248.50 (50,497 ordinary shares at par value of Baht 0.50 each), as a result, the Company has the registered ordinary shares total 552,898,981 shares at par value of Baht 0.50 each. The Company has registered the decrease share capital with the Ministry of Commerce on April 18, 2013. 1.2 Pay dividend to the shareholders at Baht 0.11112 per share for 460.75 million shares, total amount of Baht 51.20 million by dividing into 1) ordinary shares dividend payment amount not exceed Baht 46.07 million or in the rate of Baht 0.10 per share to the shareholders in the ratio of 5 existing shares per 1 share dividend, and 2) cash dividend payment at Baht 0.01112 per share, total amount not exceed Baht 5.12 million and legal reserve is provided from the 2012 results of operation amount of Baht 4.43 million. The dividend payment made on May 3, 2013. 1.3 Increase share capital amount of Baht 55.30 million (110.60 million ordinary shares at par value of Baht 0.50 each), as a result, the Company has the registered ordinary shares total 663,498,981 shares at par value of Baht 0.50 each. The Company has registered the increase share capital with the Ministry of Commerce on April 19, 2013 and the allotting of increase share capital is as follows : 1.3.1 Allot in the amount not exceed 92.15 million ordinary shares at par value of Baht 0.50 each for supporting share dividend payment as per No.1.2 and the Company has registered the increase share capital with the Ministry of Commerce on May 3, 2013. 1.3.2 Allot in the amount not exceed 18.45 million ordinary shares at par value of Baht 0.50 each for reserve the exercise of warrants (UAC - W1). 2. According to the minutes of the Extraordinary Meeting of Shareholders No. 1/2013 held on August 2, 2013, passed the resolution to decrease share capital amount of Baht 1,159.50 (2,319 ordinary shares at par value of Baht 0.50 arose from indivisible share capital from dividend payment (note 1.2), as a result, the Company has registered ordinary shares total 663,496,662 shares at par value of Baht 0.50 each. The Company has registered the decrease share capital with the Ministry of Commerce on August 15, 2013. 176

- 26 2. The increase and decrease of share capital are as follow: Authorized share capital

Issued and paid-up share capital

Number of shares

Amount (Baht)

Number of shares

Amount (Baht)

Balance as at January 1, 2013

552,949,478

276,474,739.00

436,449,478

218,224,739.00

Ordinary shares increase

110,600,000

55,300,000.00

24,300,000

12,150,000.00

exercise of UAC-W1

0.00

1,294,000

647,000.00

Ordinary shares decrease

(52,816)

(26,408.00)

0.00

Ordinary shares dividend

0.00

92,147,681

46,073,840.50

663,496,662

331,748,331.00

554,191,159

277,095,579.50

0.00

30,917

15,458.50

663,496,662

331,748,331

554,222,076

277,111,038

Ordinary shares issued from

Balance as at December 31, 2013 Ordinary shares issued from exercise of UAC-W1 Balance as at December 31, 2014

3. Warrants to purchase ordinary shares (UAC-W1) 1) On February 1, 2013, the Company has issued warrants (UAC-W1) to shareholders for 92.15 million units without offering price at the ratio of 1 unit to 1.20 ordinary share (indivisible of share is cut off). The exercise price is Baht 6.25 per share. The last exercise date shall be on the last business day of each quarter of the 3 year periods of the issuance date. The first date of exercise is on March 29, 2013 and the last date is on January 31, 2016 2) The increase and decrease of common shares issued from exercise are as follows : Number of units 2014 Beginning balance Exercise of warrants issued Exercise of warrants Ending balance

2013

91,021,870

92,149,503

(25,765)

(1,127,633)

91,021,870

92,149,503 177

- 27 On December 18, 2013, the Company received the payment from exercise right of warrants to purchase ordinary shares for 11,400 units in the amount of Baht 85,500 million. As at December 31, 2013, the Company presented such amount as "Amount received in advance for ordinary shares". The Company has registered the increase share capital from exercise of warrants to purchase ordinary shares with the Ministry of Commerce on January 10, 2014. 18. LEGAL RESERVE According to the Public Company Act. the Company has to appropriate its reserve as a legal reserve net less than 5% of the annual net profit after deduction with deficit brought forward (it any) until the reserve not less than 10% of the authorized share capital. The reserve is not available for dividend distribution. 19. RETAINED EARNINGS APPROPRIATION For the year 2014 According to the minutes of the 2014 Annual General Meeting of Shareholders held on April 4, 2014, passed the following resolution pay dividend to the shareholders at Baht 0.16 per share for 554.20 million shares, total amount of Baht 88.67 million. The dividend payment will be made on May 2, 2014 and legal reserve is provided from the 2013 results of operation amount of Baht 3.12 million. The Company has paid such dividend during the year. For the year 2013 According to the minutes of the Company's Board of directors' meeting No. 1/2013 held on February 20, 2013, passed the resolution to submit the approval to the shareholders' general meeting for dividend payment to the shareholders at Baht 0.11112 each for 460.75 million shares totally Baht 51.20 million by dividing into 1) ordinary shares dividend payment amount not exceed Baht 46.08 million or Baht 0.10 per share to the shareholders in the ratio of 5 existing shares per 1 share dividend, and 2) cash dividend payment at Baht 0.01112 per share or amount not exceed Baht 5.12 million. The Company has paid such dividend on May 3, 2013. 20. INCOME TAX 20.1 The calculation of income taxes for the current period Parent Company The Company calculated corporate income tax at the rate of 20% of profit (loss) before deducting with tax expenses and added back other expenses which shall not be allowed as expenses in tax calculation (if any). 178

- 28 Subsidiaries The corporate income tax is calculated at the rate of 15 - 20% of profit (loss) before deducting with tax expenses and added back other expenses which shall not be allowed as expenses in tax calculation (if any). 20.2 Income tax recognized in profit or loss Consolidated financial statements (Baht) 2014

2013

Separate financial statements (Baht) 2014

2013

Current income tax for the current year

107,354.51

16,633,396.81

(207,158.92)

16,633,396.81

(2,395,780.47)

(2,404,692.21)

(1,665,124.64)

(2,216,398.96)

(2,288,425.96)

14,228,704.60

(1,872,283.56)

14,416,997.85

Deferred tax on changes in temporary differences Total

20.3 Reconciliation for effective income tax rate Consolidated financial statements (Baht)

Profit before income tax Income tax rate (%) Income tax

Separate financial statements (Baht)

2014

2013

2014

2013

48,755,829.88

145,090,525.01

79,572,580.71

76,824,947.25

9,751,165.98

29,018,105.00

15,914,516.14

15,364,989.45

0.00

1,330.01

0.00

Prohibited taxable expenses

1,270,335.52

1,133,963.07

496,704.45

1,061,678.21

Additional taxable expenses

(886,845.35)

(320,991.57)

(18,283,504.15)

(2,009,669.81)

(12,426,046.27)

(15,606,666.07)

0.00

2,964.16

0.00

(2,288,425.96)

14,228,704.60

(1,872,283.56)

14,416,997.85

Income tax reduction

Share of profit of investment in subsidiaries Effects from elimination with subsidiaries Total income tax Effective income tax rate (%)

19 179

- 29 21. EARNING PER SHARE Diluted Earnings per share is determined by dividing the net profit (loss) for the year by the weighted average ordinary shares issued and paid-up during the year using the number of shares including the number of ordinary shares issued to the warrants-holders (note 17). Consolidated financial statements Profit for the year 2014

Baht

2013

Number of shares

Earnings / share

2014 shares 2013

2014 Baht 2013

Basic earnings per share Profit of common shareholders

53,648,194.82 131,194,416.44

553,396,248

553,369,640

28,525,020

7,553,738.00

581,921,268

560,923,378

0.10

0.24

0.09

0.23

Effects of potential common share (exercise rights)

Diluted earnings per share Profit of common shareholders assumed as conversion to common share

53,648,194.82 131,194,416.44

Separate financial statements Profit for the year 2014

Baht

2013

Number of shares

Earnings / share

2014 shares 2013

2014 Baht 2013

Basic earnings per share Profit (loss) of common shareholders

81,444,864.27

62,407,949.40

553,396,248

553,369,640

28,525,020

7,553,738

581,921,268

560,923,378

0.15

0.11

0.14

0.11

Effects of potential common share (exercise rights)

Diluted earnings per share Profit of common shareholders assumed as conversion to common share

81,444,864.27

62,407,949.40

180

- 30 -

22. TRANSACTION WITH RELATED PERSONS AND PARTIES The Company's assets, liabilities, revenues and expenses arose from the transaction with related persons and parties. Those transactions are determined on the basis of the company concerned and in the normal course of business. 22.1 General information Name/Related persons and parties

Relationship

Description

Pricing policy

Subsidiaries UAC Hydrotek Co., Ltd.

Subsidiary

Other income

Baht 0.04 million/month

UAC & TPT Energy Co., Ltd.

Subsidiary

Other income

Baht 0.16 million/month

Associates Bangchak Biofuel Co., Ltd.

Associated company and common director Acquire of goods Market price

Sebigas UAC Co., Ltd.

Associated company and common director Other income

Baht 0.24 million/month

Contractor wage As agreed Related persons Miss Chawisa Jivacate

Intimates of director

Warehouse rental Baht 0.14 million/month

Common shareholder and subsidiary's

Sales

Other related parties Hydrotek Plc.

director Teppratanporn Watsadupan Partnership Limited Pakdeepaendin Khonkaen Partnership Limited K & N Commercial Co., Ltd.

Common shareholder and subsidiary's

Market price

Contractor wage As agreed Contractor wage As agreed

director Common shareholder and subsidiary's

Contractor wage As agreed

director Intimates of director

Acquire of goods Market price 181

- 31 -

22.2 Assets and liabilities transaction with related persons and parties consist of : Consolidated financial statements (Baht) 2014

Separate financial statements (Baht)

2013

2014

2013

Trade and other receivables UAC Hydrotek Co., Ltd.

0.00

42,307.80

0.00

UAC & TPT Energy Co., Ltd.

0.00

331,700.00

0.00

15,103.05

206,000.00

15,103.05

206,000.00

5,750,000.00

5,765,103.05

5,956,000.00

6,139,110.85

5,956,000.00

39,859,292.81

0.00

993,678.75

0.00

Sebigas UAC Co., Ltd.

36,267,081.23

0.00

32,274,820.97

0.00

Hydrotek Public Co., Ltd.

13,535,500.00

24,920,609.50

13,535,500.00

8,926,875.00

49,802,581.23

24,920,609.50

45,810,320.97

8,926,875.00

Sebigas UAC Co., Ltd.

Hydrotek Public Co., Ltd. Total

Prepayment for wages and goods acquisition Sebigas UAC Co., Ltd.

Trade and other payables

Total

22.3 Revenues and expenses transaction with related persons and parties are as follows : Consolidated financial statements (Baht)

Separate financial statements (Baht)

2014

2013

2014

2013

11,200.00

158,200.00

11,200.00

158,200.00

UAC Hydrotek Co., Ltd.

0.00

420,900.00

260,160.00

UAC & TPT Energy Co., Ltd.

0.00

2,460,000.00

102,000.00

2,712,000.00

0.00

2,712,000.00

0.00

2,712,000.00

0.00

5,592,900.00

362,160.00

Sales Hydrotek Public Co., Ltd. Other income

Sebigas UAC Co., Ltd.

Total

182

- 32 Consolidated financial statements (Baht)

Separate financial statements (Baht)

2014

2013

2014

2013

37,757,154.55

47,266,597.64

37,757,154.55

47,266,597.64

12,523,605.00 50,280,759.55

112,091,390.00 159,357,987.64

4,025,000.00 41,782,154.55

41,486,250.00 88,752,847.64

Miss Chawisa Jivacate

1,667,368.44

K & N Commercial Co., Ltd.

32,750.00 1,700,118.44

69,360.00 1,736,728.44

32,750.00 1,700,118.44

69,360.00 1,736,728.44

Cost of sales and services 1) Purchase Bangchak Biofuel Co., Ltd. 2) Contractor wage Hydrotek Public Co., Ltd. Total Administrative expenses

Total

22.4 Other transactions with related parties are as follows : Consolidated financial statements (Baht) 2014

2013

Separate financial statements (Baht) 2014

2013

Fixed assets - wages Sebigas UAC Co., Ltd. Teppratanporn Watsadupan Ptd. Pakdeepaendin Khonkaen Ptd.

Total

133,884,499.78

0.00

120,166,934.63

0.00

1,784,250.00

0.00

253,869.00 135,922,618.78

0.00 0.00

0.00 120,166,934.63

0.00 0.00

23. DIRECTORS REMUNERATION Directors' remuneration is the benefits being paid to the Company's directors in accordance with Section 90 of the Public Limited Companies Act, exclusive salaries and related benefits payable to the executive. 24. MANAGEMENT BENEFIT EXPENSES Management benefit is expenses relating to salaries, remunerations and other benefits to being paid the directors who are holding management position, in accordance with the definitions of the Office of Securities and Exchange Commission. The Management under this definition includes a chief executive officer, the next four executive levels immediately below that chief executive officer and all persons in position comparable to these fourth executive levels. 183

- 33 25. EXPENSES ANALYZED BY NATURE Consolidated financial statements (Baht)

2014 Work performed by the entity and capilalized as capital expenditure Changes in inventories Raw materials and consumables used Contractors wage Employees benefit expenses Depreciation Commission for sale of goods Directors' remuneration Management benefit expenses

(5,150,080.31) (3,143,568.53) 19,693,515.91 13,238,605.00 62,680,856.29 54,310,300.46 4,117,146.00 2,410,000.00 12,514,036.89

2013 (11,488,436.34) (19,010,405.88) 23,017,260.25 123,491,390.00 52,854,356.69 9,430,299.27 2,623,371.00 2,460,000.00 13,472,874.40

Separate financial statements (Baht)

2014 (3,320,713.98) (3,143,568.53) 19,693,515.91 4,740,000.00 59,375,020.32 53,747,294.89 4,117,146.00 2,410,000.00 12,514,036.89

2013 (11,488,436.34) (19,010,405.88) 23,017,260.25 52,886,250.00 50,639,221.41 9,063,929.18 2,623,371.00 2,460,000.00 13,472,874.40

26. OPERATING SEGMENTS 26.1 Operating segment information is reported in a manner consistent with the internal reports of the Company of that are regularly reviewed by the chief operating decision maker in order to make decision about the allocation of resources to the segment and assessing its performance. The chief operating decision maker of the Company has been identified as President of executive directors. 26.2 The Company and subsidiaries' operation involve in significant segment as follows: Parent company - Business segment are 1) import and distribute of chemical and equipment for using industry, 2) provide the consultant and advising for the marketing of any products and services, 3) production and distribution of biogas, 4) hire of construction of machines and equipment used in various industries, and 5) production and distribution of petroleum products - Geographical segment involve in both domestic and overseas. Subsidiaries - Business segment are 1) hire of water production and distribution for using in industry and consumption purpose including distribution and installation the related equipment, 2) generate of biogas for using in electricity generating, transportation and other industries (there is no income), and 3) generate and distribute of electricity current and alternative energy. - Geographical segment only involve in domestic. 184

- 34 26.3 Operating segment information in consolidated financial statements are as follows: ( Unit : Millon ) Domestic Sales

Hire of construction

Sales of biogas

2013

2014

2013

Segment revenues

854.24

714.80

26.85

150.81

1.04

0.30

17.69

Segment cost

(718.89) (590.60)

(24.15) (144.42)

(18.29)

(10.67)

(17.25)

(10.37)

135.35

124.20

2.70

6.39

2013

Sales of petroleum products

2014

Segment profit

2014

Overseas

2014

2013

Total

Sales

Total

Project advisory

Total

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

0.00

899.82

865.91

45.68

64.20

47.13

47.82

92.81

112.02

992.63

977.93

(73.46)

0.00

(834.79) (745.69)

(41.28)

(58.80)

0.00

(55.77)

0.00

4.40

5.40

47.13

47.82

65.03

120.22

(41.28) (58.80) (876.07) (804.49) 51.53

53.22

116.56

173.44

Most of cost of project advisory is expense of the management which could not properly allocated and the value is immaterial, then, the segment cost of project advisory was not presented.

185

- 35 27. DISCLOSURE AND PRESENTATION OF FINANCIAL INSTRUMENTS 27.1 Accounting policy The significant accounting policies and method adopted including the basis of recognition and measurement relating to each class of financial assets and liabilities have been disclosed in notes to financial statements no. 4.9. 27.2 Credit risk Credit risk derives from failure by counterparties to discharge their obligations resulting in financial loss to the Company and subsidiaries. The Company and subsidiaries have policy to hedge this credit risk by reviewing the financial status of customers. Financial assets shown in statements of financial position at the book value deducted by allowance for doubtful accounts is maximum value of credit risk. 27.3 Interest rate risk Interest rate risk from changes in market interest rate will affect the results of the Company and subsidiaries operations and cash flows. The Company and subsidiaries exposed the interest rate risk to its cash equivalents, pledged fixed deposit, bank overdrafts and short-term loans from financial institution, long-term loans and financial lease liabilities. The Company and subsidiaries do not use derivative financial instruments to hedge such risk. 27.4 Exchange rate risk The Company and subsidiaries exposed to exchange rate risk due to their purchasing and selling denominated in foreign currencies which were entered into forward contract against exchange rate risk hedging. The contract period is not exceeded 1 year. The Company has financial assets and liabilities denominated in foreign currency as follows : Consolidated financial statements

Separate financial statements

2014

2013

2014

2013

622,921.02

780,602.21

622,921.02

780,602.21

597,002.27

109,493.45

597,002.27

109,493.45

103,456.10

108,512.05

103,456.10

108,512.05

0.00

1,600.00

0.00

800.00

Financial assets Deposit account in US Dollar Trade accounts receivable in US Dollar Other receivables in US Dollar Other receivables in EURO

186

- 36 Consolidated financial statements

2014

2013

Separate financial statements

2014

2013

Financial liabilities Trust receipt payable in US Dollar

436,316.00

3,575,234.87

436,316.00

3,575,234.87

479,700.00

0.00

169,200.00

0.00

1,511,695.80

4,413,214.35

820,316.30

4,413,214.35

400,487.82

183,117.80

13,182.82

183,117.80

in Pound Steling

0.00

21,920.00

0.00

21,920.00

Other payable in EURO

0.00

9,182.26

0.00

8,386.46

Trust receipt payable in EURO Trade accounts payable in US Dollar Trade accounts payable in EURO Trade accounts payable

The Company has remaining forward contract as follows : Consolidated financial statements

Exchange rate per Baht US Dollar EURO

2014

2013

2014

2013

32.62 - 33.1480

31.28 - 33.006

1,127,876.38

3,733,304.87

41.1897 - 41.7479

0.00

506,790.80

0.00

Separate financial statements

Exchange rate per Baht US Dollar EURO

2014

2013

2014

2013

32.62 - 33.1480

31.28 - 33.006

1,127,876.38

3,733,304.87

41.1897 - 41.7479

0.00

196,290.80

0.00 187

- 37 27.5 Fair value of financial instruments Financial assets shown in statements of financial position consist of cash and cach equivalents, trade and other receivables and long-term investment. Financial liabilities shown in statements of financial position consist of bank overdrafts and short-term loans from financial institution, trade and other payables, long-term loans and financial lease liabilities. Book value of financial assets and liabilities are close to their fair value. 28. COMMITMENT AND CONTINGENT LIABILITIES 28.1 The Company has commitment under irrecoverable operating lease with the various lessor in order to lease as office building, goods warehouse, and use as plant for bio gas products and petroleum products. The Company has to pay the minimum amount in the future under operating lease as follows : Consolidated and Separate financial statements (Baht)

2014

2013

Within 1 year

5,811,968.00

5,670,552.00

Over 1 year less than 5 years

5,152,278.75

8,612,464.00

12,449,487.85 23,413,734.60

13,306,710.39 27,589,726.39

Over 5 years Total

28.2 The Company is liable on payment under office building and warehouses services agreement with the several lessors by making monthly rental and services fee amount of Baht 0.19 million. As at December 31, 2014 and 2013, the Company has to pay the services fee until the completion amount of Baht 3.83 million and Baht 4.39 million respectively. 28.3 The Company and subsidiaries are liable on payment under goods, fixed assets acquisition agreement and hire a contractor with various sellers and hireling as follows : Consolidated financial statements

2014

2013

Separate financial statements

2014

2013

US Dollar

8,336,158.90

125,290.00

8,336,158.90

125,290.00

EURO

2,413,766.06

2,288,900.00

493,766.06

2,145,000.00

146,034,056.22

12,669,274.95

22,107,215.15

9,073,414.95

Baht

188

- 38 28.4 The Company is liable on payment under letter of credit agreement with two banks relating to goods acquisition as follows : Consolidated and Separate financial statements

2014 US Dollar EURO

2013 0.00

122,320.00

102,648.00

57,904.00

28.5 Commitment on Employee Joint Investment Program (EJIP) The Company and subsidiaries for the objective to build the persuasion in work procedures and feeling to be joint owners of the Company as well as to maintain the employees’ services for the Company. The project period is 3 years. The employee who is intended to be a member, should pay contribution to the project at the rate of 5% of basic salaries, the Company and subsidiaries have to pay contribution at the rate of 5-7% of employee’s salaries. Every month, such contribution will be taken to purchase the Company’s share capital (“UAC”) which traded in the Stock Exchange of Thailand on the indicated date. Membership employees can gradually sell “UAC” share capital when matured 1 year at the stipulated ratio. The Employee Joint Investment Program was authorized to manage by Tisco Securities Company Limited. The Company and subsidiaries recognized contribution payment to such project as expenses in statements of comprehensive income for the accounting period in which the contribution is paid. 28.6 The Company and subsidiaries have contingent liabilities with two banks from issuance of letter of goods quality guarantee to some of customers and guarantee duties and taxes for import of goods from an overseas as at December 31, 2014 and 2013 total amount of Baht 51.79 million and Baht 45.94 million respectively. Such letter of guarantees have no collaterals. 29. PROVIDENT FUND The Company and subsidiaries have joined to be a member of provident fund named "K Master Pool Fund Registered Provident Fund " which registered in accordance with the Provident Fund Act B.E. 1987 and the amendment by appointing the fund management to be fund manager. The fund is contributed to both by the employees, and the Company and subsidiaries at the same rate of 3-5% of employees' salaries based on length of works. The accumulation and benefits will be paid to the members upon their retirement, death or resignation. 189

- 39 30. CAPITAL MANAGEMENT The objective of financial management of the Company and subsidiaries is to preserve the ability to continue their operations as a going concern and capital structure to be properly appropriated. 31. EVENTS AFTER THE REPORTING PERIOD According to the minutes of Board of directors' meeting No. 1/2015 held on January 16, 2015, passed the resolution to approve the proposal to the shareholders' extraordinary meeting of which approved to establish new subsidiary in order to acquire and receive total business transferring of Advance Polymer & Chemical Co., Ltd. at the acquisition price not exceed Baht 730 million. 32. FINANCIAL STATEMENTS APPROVAL These financial statements were approved and authorized for issue by the Company's Board of Directors on February 20, 2015.

190