Pranda Jewelry Public Company Limited - Investors Relations

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					                                               บริษัท แพรนด้า จิวเวลรี่ จำากัด (มหาชน)


Pranda Jewelry Public Company Limited




        Document the Annual General Meeting
        of Shareholders for the year 2011
        On Thursday, April 19th, 2012 at 14.00 hrs.
        At the Meeting Room, 2nd Floor, Club Building
        No. 28, Soi Bangna-Trad 28, Bangna Sub-district,
        Bangna District, Bangkok
        Tel. 0 2769 9999, 0 2361 3311 Ext. 403, 431


                                                    เอกสารการประชุมสามัญผู้ถือหุ้นประจำาปี 2554   45
CONTENT
                                                                                                  Page

   Notice of the meeting of Shareholders for the year 2011                                           1

Supporting Document for the Meeting Agenda

    Copies of Minutes of Ordinary Shareholders’ Meeting for the year 2011                            10
    (Supporting document of Agenda 1)
    Annual report and financial statements ended at December 31, 2011                        As attached
    (Supporting document of Agenda 2 and 4)
    Information of comparison of the dividend payment for the year 2007 – 2011                       29
     (Supporting document of Agenda 5)
    Profile of Directors Retiring by rotation proposed to re-appointing                              30
    (Supporting document of Agenda 6)
    Report of the remuneration payment of the Board of Directors                                     33
    (Supporting document of Agenda 7)
    The auditing fee for the year 2012                                                              34
     (Supporting document of Agenda 8)

Document for attending the Annual General Meeting of Shareholders for the year 2011


    Required document for attending the Meeting,                                                     35
     Voting and Result of Voting
    Profile of Independent Directors whom shareholders can consider as their proxy                   38
    Procedures for attending the Meeting                                                             41
    Articles of the Company related to the Meeting of Shareholders                                   42
    A map of the venue of Meeting of Shareholders’                                                   47
    Proxy Form A, Form B, and Form C                                                            As attached
    Annual report and financial statements ended at December 31, 2011                           As attached



For more information, please contact Corporate Secretary Office / Investor Relations
Tel. 0-2769-9403 (Direct), 0-2769-9431 (Direct), 0-361-3311 ext. 403, 431 Fax : 0-2361-3088
                                                                              Pranda Jewelry Public Company Limited




Sor Lor No.008/2012                                                                 Registration No. 0107537001986
                                                 March 1st, 2012

Subject:     Invitation to the ordinary general meeting of Shareholders for the year 2011
To:          Shareholders
Attachment: 1.   Copies of Minutes of Ordinary Shareholders’ Meeting for the year 2010.
            2.   Annual Report and Financial Statements as of December 31st , 2011.
            3.   Supporting Document of Agenda 1 and Agenda 5 – Agenda 8
            4.   Conditions and Registration Process including Proxy to participate in the Shareholders’ Meeting
            5.   Profile of the independent directors whom shareholders can consider as their proxy holders
            6.   Procedures for attending the Meeting
            7.   The Articles of the Company related to the Meeting of Shareholders
            8.   The map of the venue of the Meeting of Shareholders
            9.   Proxy form
           10.   Business acceptance envelope to be delivered to the company (in case of proxy to the
                 independent directors)

           The Board of Directors of Pranda Jewelry Public Company Limited has a resolution of convening the
Annual General Shareholders’ Meeting for the year 2011 on Thursday, April 19th, 2012 at 14.00 hrs. at the
Meeting Room, 2nd Floor, Club Building of Pranda Jewelry (Public) Co., Ltd. No. 28, Soi Banana-Trad 28,
Bangna Sub-district, Bangna District, Bangkok to conduct the following Agendas;

Agenda 1:        To consider and adopt the Minutes of the Annual General Meeting of Shareholders for 2010,
                 held on April 20th, 2011.

Fact and reason: The Ordinary Shareholders’ Meeting for the year 2010 was held on April 20th, 2011. Minutes of
                 the meeting have been arranged within 14 days ahead of the meeting date. Copies of are
                 delivered to the Stock Exchange of Thailand and the Ministry of Commerce within duration of
                 time specified. Please refer to details of the said minutes in the supporting document of
                 Agenda 1.

Directors’ opinion: The Directors consider and opine that the minute of the Ordinary Shareholders’ Meeting has
                    been recorded according to facts. It deems reasonable herein to confirm such minute of the
                    Meeting in the Shareholders’ Meeting. The Company distributes the minute of Ordinary
                    Shareholders’ Meeting for the year 2010 in this website: www.pranda.com or
                    www.pranda.co.th
                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 1
                                                                               Pranda Jewelry Public Company Limited


Agenda 2:        To acknowledge the Board of Directors’ 2011 Annual Report.

Fact and reason: The Section 113 of the Public Limited Companies Act B.E. 2535 and Article 39 and 43 of the
                 Company’s regulations stipulate that the annual general shareholder’s meeting should be held
                 to inform the operating performance of the Company during the previous year and the annual
                 report of the Board of Directors together with the meeting invitation letters should be handed to
                 shareholders. The Company has reported operating performance and important changes in
                 2011 as appeared in the Annual Report 2011 of the Company and attached files.

Directors’ opinion: The agenda is proposed just for acknowledgement, no resolutions are therefore needed.

Agenda 3: To acknowledge the payment of the interim dividends from the profit for period at the nine-month
          period ended 30 September 2011.

Fact and reason: The Section 115 of the Public Limited Companies Act B.E. 2535 and Articles 44 of the
                 Company’s regulation stipulate that the dividend payment cannot be made from other funds
                 other than profit. In case the Company has deficit retain earnings, there is prohibited from
                 paying dividends. Dividends are equally distributed by the number of shares unless except
                 there is other regulation stipulated on preferred stocks. The dividend payment must be
                 approved by Shareholders’ Meeting and in accordance with the Company’s regulation. The
                 Board of Directors may pay interim dividends to shareholders when the Company had
                 adequate profit to do so. Moreover, when the dividend was paid then this payment shall be
                 reported to the next Shareholders’ Meeting.

Directors’ opinion: To consider and inform the shareholders about interim dividends from the profit for period at
                     the nine-month period ended 30 September 2011 as follows:

                   The Board of Directors’ meeting No. 13/2011 held on November 11th, 2011 approve the
                   dividend payment from the profit for period at the nine-month period ended 30 September at
                   the rate of Baht 0.10 per share in total amount of Baht 40.33 million. To set the record date on
                   November 28th 2011 and the shareholders’ registration book closing on November 29th 2011,
                   to collect shareholders’ names according to clause 225 of the Securities and Exchange Act.
                   The payment date was on December 9th, 2011. However, the payment has been divided into
                   two parts according to the regulation on dividend tax as follows:-
                                      To pay dividend in the rate of 0.02259 baht per share from the profit to
                                       Equity holders of the company of business which is subject to the
                                       corporate income tax. That is to say the net profit from NON-BOI
                                       business.

                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 2
                                                                                  Pranda Jewelry Public Company Limited


                                         To pay dividend in the rate of 0.07741 baht per share from the profit to
                                          Equity holders of the company of business with exemption of the
                                          corporate income tax. That is to say the net profit from business with BOI
                                          promotion.

Directors’ opinion:          The agenda is proposed just for acknowledgement, no resolutions are therefore
needed.

Agenda 4 To consider and approve the Statements of Financial Position and Income Statements for the year
         ended December 31st , 2011.

Fact and reason: The Section 112 of the Public Limited Companies Act B.E. 2535 and Article 42 of the
                  Company’s regulation stipulate that the Company must cause the balance sheets and the
                  profit and loss statements to be made at the end of the accounting year of the Company, for
                  submission to the annual general meeting of shareholders for approval and the auditors to
                  examine before being tabled to the shareholders for approval.

Directors’ opinion: The Board agreed to present the Statements of Financial Position, Income Statements for the
                     fiscal year ended 31 December 2011, all of which have been audited by the auditor from
                     Ernst & Young Office Limited and considered by the Audit Committee of the Company. The
                     summary of the Company’s financial status and operating results in 2011 and 2010 are
                     detailed below:

                      The Selected Information of the Statements of Financial Position and Income Statements for
                      the Company

                                                                                                        Unit : million baht
                                    Description                     Consolidated Financial          Separate Financial
                                                                         Statements                    Statements
                                                                        2011          2010             2011           2010
                      Total Assets                                     4,320         4,022            4,230          3,915
                      Total Liabilities                                1,779         1,517            1,372          1,138
                      Total Revenues                                   4,193         4,089            3,263          3,162
                      Profit to Equity holders of the Company            456           243              441             344
                      Earnings per share (Baht/Share)                   1.14          0.61             1.10            0.86

                  Details of which appears in the Annual Report of the Company for 2011 which has been sent to
                  the shareholder with the Notice of the Annual General Meeting for 2011 as Enclosure.

                                      Document for Attending the Annual General Meeting of Shareholders for the year 2011 3
                                                                              Pranda Jewelry Public Company Limited



Agenda 5:        To consider and approve the earnings allocation and the dividend payment for operation 2011.

Fact and reason: According to operating results of the Company for the year 2011, the Company posted a profit
                 to Equity holders of the Company in amount of Baht 441.14 million. This enabled the
                 Company to consider paying dividend to the shareholders by virtue of Section 115 of the
                 Public Company Limited Act B.E. 2535 and Articles 44 of the Articles of Association. The
                 Company is required to allocate reserve according to law in rate of 5% of Net profit until it
                 reaches amount equivalent to 10% of the company’s registered capital complying with virtue
                 of Section 116 of the Public Company Limited Act B.E. 2535 and Articles 45 of the Articles of
                 Association.

                   The Company has policy to pay dividend at the rate of not more than 60% of the annual profit
                   from separate financial statements. The dividend payment would be based on the company's
                   operating profit, working capital and investment capital in tangible assets, financial
                   conditions, and legal reserves as stated by laws both for present and the future.

Directors’ opinion: The Directors consider and opine that the Shareholders should confirm the allocation of net
                    profit for the year 2011 and approve the dividend payment for the year 2011 with detail as
                    follows:-
                   1. To propose the meeting to acknowledge the allocation of certain amount of the annual net
                      profit as legal reserve. And the company has already allocated 41 million baht reserve as
                      required by law.

                   2. To propose the meeting for consideration and approval of the dividend payment from the
                       operating result in 2011, at the rate of Baht 0.60 per share. Since the board has paid out
                       an interim dividend from the profit for period at the nine-month period ended 30
                       September 2011, at the rate of Baht 0.10 per share on September 9th ,2011. Therefore, the
                       outstanding dividend to be paid to shareholders will be Baht 0.50 per share. The board
                       has resolved to set the record date on March 15th, 2012, to determine the list of
                       shareholders who are entitled to receive dividends and the shareholders’ registration book
                       closing on March 16th, 2012, to collect shareholders’ names according to Clause 225 of
                       the Securities and Exchange Act. The dividend will be paid on May 11th, 2012. However,
                       the payment has been divided into two parts according to the regulation on dividend tax
                       as follows;




                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 4
                                                                               Pranda Jewelry Public Company Limited


                                  To pay dividend in the rate of Baht 0.01755 per share from the profit to equity
                                   holders of the Company of business which is subject to corporate income tax.
                                   This implies that is the net profit from NON-BOI business.
                                  To pay dividend in the rate of Baht 0.48245 per share from profit to equity
                                   holders of the Company of business with exemption of corporate income tax.
                                   This implies that is the net profit from business with BOI promotion.

                               The amount of such dividends approved by the Board of Directors at 54.90% of
                       profit to equity holders of the Company from separate financial statements. This is in
                       accordance with the Company’s dividend payment policy and allocates the remaining net
                       profit to retained earnings of the Company.

                            The rate of annual dividend payment from the fiscal 2007 to 2011 has been
                       presented in comparison to supplement consideration of shareholders according to the
                       supporting document of Agenda 5.

Agenda 6:        To consider and approve the new directors to replace those due to retire by rotation.

Fact and reason: Article 19 of the Articles of Association of the Company requires directors to retire from office
                 on a yearly basis at the rate of one-third or in the number three persons, out of the whole
                 number of nine directors of the Company. The matter shall thus be proposed for the
                 shareholders to consider appointing directors to replace the directors retiring by rotation. In
                 this regard, the shareholders will be able to re-elect the retiring directors. The nomination and
                 Remuneration Committee, excluding directors with conflict of interest, considered the 3
                 directors to have the qualification complied with the Public Limited Companies Act B.E.2535
                 and the knowledge including experience to relate with the operation of company. The
                 committee agrees to reappoint the directors of the Company by proposed the shareholders for
                 approval.

                  However, the company has allowed shareholders to nominate persons who are deemed
                  qualified to vie for directors through the company’s website during every October-December.
                  Criteria for selection of directors and voting are shown in the company’s Articles of Association
                  Clause 16, 17 and 18.




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 5
                                                                               Pranda Jewelry Public Company Limited


Directors’ opinion: With recommendation of the Selection and Remuneration Committee, the Board of Directors,
                   exclusive of the directors having conflict of interest, deemed it appropriate to propose that the
                   shareholders consider reelecting the directors retiring by rotation in a number of 3 persons,
                   hereunder namely :-
                                    1) Lt.Jg. Anan Panananda R.T.N.
                                    2) Mr. Verachai Tantikul
                                    3) Mr. Pramote Tiasuwan

                 Personal background of the 3 directors is appeared in Supporting Document of Agenda 6
                 Qualification of independent directors is shown under the “Management Structure” in the
                 company’s annual report.

Agenda 7:        To consider and approve the remuneration of the Board of Directors for 2012.

Fact and reason: Criteria on the remuneration of the company’s directors have been proposed by the nomination
                 and Remuneration committee, Remuneration of the directors is generally based on the
                 company’s operating result and offered according to their individual responsibility, task,
                 performance, and benefits the company receives from each director.

Directors’ opinion: The Board of Director has considered and approved the proposal of the nomination and
                    remuneration committee and proposed for the shareholders’ approval to allocate
                    remuneration of the directors in amount of not exceeding 12.0 Million Baht in the fiscal 2012.
                    However, it is suggested to inform the meeting the remuneration rate offered to the
                    company’s board of directors and executive directors in 2011 according Supporting
                    Document of Agenda 7.

Agenda 8: To consider and approve the appointment of the Company’s auditors and to determine their
          remuneration for 2012.

Fact and reason: As Section 120 of the Public Limited Companies Act B.E. 2535 requires the General Meeting of
                 Shareholders to appoint auditors and to fix the auditing fee of the Company every year, the
                 Audit Committee considers electing the auditor for 2011 and submits to the Board of Directors
                 for consideration in order to submit to the shareholders’ meeting. The directors are Mr. Narong
                 Phantawong, C.P.A. Registration No. 3315, and/or Mr. Supachai Phanyawattano, C.P.A.
                 Registration No. 3930 and/or Mrs. Chonlaros Suntiasvaraporn, C.P.A. Registration No. 4523, of
                 Ernst and Young Office Limited be appointed as the Company’s auditor for the year 2012 for a
                 total remuneration up to Baht 2.40 million. And other service fee for verifying BOI Certificate up
                 to Baht 0.12 million, totaling not exceeding Baht 2.52 million .
                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 6
                                                                              Pranda Jewelry Public Company Limited



                 The Audit Committee was of opinion that as Ernst & Young has worldwide network which is
                 acceptable by many countries. The auditing fee as proposed for the year 2012 is reasonable.
                 Three Auditors together with Ernst & Young have no relationship or entry into any transactions
                 which may create the conflict of interest to the Company. (In the meantime, the Selection
                 Committee proposed the audit fee of subsidiary companies for the shareholders’
                 acknowledgment)

Directors’ Opinion: The Board of Directors agreed on the consideration and recommendation of the Audit
                   Committee regarding the appropriateness of the work volume. The Board of Directors thus
                   passed resolution to propose that the Meeting of Shareholders consider appointing:
                        1) Mr. Narong Phantawong, C.P.A. Registration No. 3315 or
                              (Never signed on the Company Financial Statements)
                        2) Mr. Supachai Phanyawattano, C.P.A. Registration No. 3930 or
                             (Never signed on the Company Financial Statements)
                        3) Mrs. Chonlaros Suntiasvaraporn, C.P.A. Registration No. 4523 or
                             (Signed on the Company Financial Statements)

                           of Ernst and Young Office Limited be appointed as the Company’s auditors for the year
                   2012 for a total remuneration up to Baht 2.40 million And other service fee for verifying BOI
                   Certificate up to Baht 0.12 million, totaling not exceeding Baht 2.52 million. In the event those
                   auditors are unable to perform their duties, Ernst & Young Office Limited is authorized to
                   assign another of its auditors to perform the audit and express and opinion on the company’s
                   financial statements in their place. Please refer to information of the auditors as appeared in
                   the supporting document of Agenda 8.

Agenda 9 :       To consider other issues (if any)

Fact and reason : Section 105 of the Public Limited Companies Act B.E. 2535 states that ‘’Shareholders who
                  hold combined stakes of not fewer than one-third of the total allocated shares are eligible to
                  call the meeting to consider other matters outside those stipulated in the invitation letter‘’.

Directors’ Opinion: The Board of Directors realizes the importance of shareholders' meeting as well as the rights
                    and equality of shareholders, and a right to vote and to receive any benefits. From the above
                    intention, the shareholders should be able to propose Agenda for the company's
                    shareholders' meeting. Therefore, the company deems it appropriate to accept Agenda
                    proposal from shareholders through the company’s website during every October to
                    December before the shareholders come up with a written paper to the Board of Directors. If
                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 7
                                                                               Pranda Jewelry Public Company Limited


                   the Board considered the Agenda proposal of shareholders and ruled to exclude their
                   proposal in the meeting’s Agenda, the Board should inform them rationale through the
                   company’s website and through channel of the Stock Exchange of Thailand ahead of the
                   meeting. The Board will explain the shareholders again at the meeting date. However, at the
                   annual shareholders’ meeting in 2011, no shareholders proposed Agenda ahead of the
                   meeting.

                   The board of directors determines the practice of the shareholders’ meeting to their rights
                   and equality. So the resolution gives shareholders a chance to send the question and present
                   the name of person for appointment the director in advance, before the Annual General
                   Meeting of shareholders at the same time of the mentioned agenda by the directors consider
                   and answer the shareholders’ question through website of company and inform to the
                   shareholders at the meeting day.

          The Company would like to invite all shareholders to attend the meeting according to date, time and
place as mentioned. Registration would be opened from 12.00 onwards. For shareholders who want to
participate in the meeting themselves, please show identification cards or Civil Servant Identification Card or
driving license as evidence to participate in the meeting.
In case of the corporation, please take the certificate letter and verify their copies.

         Any shareholders, who want to appoint other persons to attend the meeting and vote on their behalf at
the meeting, please fill in and sign the proxy forms as attached and affix a tax stamp. Those who hold the proxies
to attend the meeting are required to show document or evidence according to the Attachment No. 4 and submit
to the Company’s secretary prior to the meeting.

         To protect the rights and benefits of the shareholders in case they could not participate in the meeting
themselves but intend to appoint the Company’s independent directors as their proxy holders and vote on their
behalf, the shareholders are required to fill in the proxy forms and mention Lt.Jg. Anan Panananda R.T.N., the
independent director and the Company’s Audit Committee Chairman or Mr. Verachai Tantikul, the independent
director, and the Company’s Audit Committee or Mrs. Sarita Bunnag, the independent director, and the
Company’s Audit Committee as their proxy holders. We would appreciate if the shareholders deliver the said
proxies with related file attachments to the Corporate Secretary Office of Pranda Jewelry Public Company Limited
,No. 28, Soi Bangna-Trad 28, Bangna Sub-district, Bangna District, Bangkok 10260 Thailand before April 19th,
2012.




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 8
                                                                                Pranda Jewelry Public Company Limited



          Moreover, to provide the best convenience to the shareholders to attend the meeting, the Company has
also arranged the shuttle buses from Tesco Lotus Department Store, Onnuj Branch which is near BTS elevated
train station (Onnuj station) during 12.00-13.20 (shareholders who want to use the shuttle bus services, please
contact the Corporate Secretary Office / Investor Relations at telephone number 0-2769-9403 (Direct) or 02-361-
3311 ext.403. The Company has also provided map of office for those who travel by themselves to attend the
meeting. Beverage and other refreshment are also available for all shareholders who participate in the meeting
from 12.00 onwards.



                                                                 Yours Sincerely,



                                                             Sunanta Tiasuwan
                                                    Chair of Group Finance Committee




   Corporate Secretary Office / Investor Relations
    Mr. Dusit Chongsutthanamanee              Tel. 0-2769-9431 (Direct), 0-2361-3311 ext. 431
    Ms. Patcharaporn Sornsiri                 Tel. 0-2769-9403 (Direct), 0-2361-3311 ext. 403



                                    Document for Attending the Annual General Meeting of Shareholders for the year 2011 9
Supporting Document
of Agenda 1, and 5-8
                                                                             Pranda Jewelry Public Company Limited




                                                                                 Supporting Document of Agenda 1

                 Minutes of the Shareholders’ Ordinary General Meeting for the Year 2010
                                                        Of
                                 Pranda Jewelry Public Company Limited
                                         ……………………..…………………
Date, Time and Venue of the Meeting
          The Annual General Meeting of Shareholders for the year 2010 was held on Wednesday, April 20th, 2011
at 14.00 hours. Cattreya Room, Novotel Bangna Bangkok Hotel, Bangkok, Srinakarin Road, Nongbon Sub-
disreict, Prawet District, Bangkok.

         Kanching Devahastin na ayudhaya, the Company’s Public Relations Department Manager, had
introduced participants including the Company’s board of directors, executives, and authorized auditors from
Ernst & Young Office Limited to the meeting as follows;

The Company’s directors who attended the meeting
       1. Mr. Prida Tiasuwan                     The Board Chairman
       2. Mrs. Prapee Sorakraikitikul            Director
       3. Mrs. Sunanta Tiasuwan                  Director
       4. Mrs. Pranee Khunprasert                Director
       5. Mr. Pramote Tiasuwan                   Director
       6. Mrs. Panidda Tiasuwan                  Director
       7. Lt.Jg. Anan Panananda R.T.N.           Independent Director
       8. Mr. Verachai Tantikul                  Independent Director
       9. Mrs. Sarita Bunnag                     Independent Director

Top management who attended the meeting
       1. Ms. Pittaya Tiasuwan                      Deputy Managing Director (Manufacturing)
       2. Mr. Chanat Sorakraikitikul                Assistant Managing Director (Marketing)
       3. Mr. Thanes Panjakrid                      Accounting and Finance Department Manager

Auditor
         Mrs. Chonlaros Suntiasvaraporn, certified public accountant registration No. 4523, of Ernst & Young
Office Limited.


The Company and the meeting’s secretary: Mr. Dusit Chongsutthanamanee




                                 Document for Attending the Annual General Meeting of Shareholders for the year 2011 10
                                                                               Pranda Jewelry Public Company Limited

         Mr. Prida Tiasuwan, the Company’s Board Chairman, in capacity of the meeting’s chairman, had
opened the annual general meeting of shareholders for the year 2010, starting with introducing a quorum to the
meeting at which shareholders attended both in person and proxies totaling 76 representing 198,029,400 shares
equivalent to 49.37% of the total issued shares of 401,087,854 shares. Hence, the total attendees constituted a
quorum as stipulated in the Article of Association of the Company No. 36. The Chairman declared the meeting
open in order to consider issues according to agenda.

        The Chairman had also explained the new corporate structure of the group which has undergone
changes and taken effect since January 1st, 2011. Key components of the group's new structure include
        1. Shareholders
        2. The Company's Board of Directors and advisors
        3. Audit Committee
        4. Selection and Remuneration Committee
        5. The Group's Executive Committee
        6. The Group's Finance Committee
        7. The Group's Core Value Committee
        8. Managing Director of Pranda Jewelry Public Company Limited and subsidiaries both in the country
and abroad.

         Names of each committee and their scope of responsibility have been disclosed in the Company's
annual report and website.

         According to the meeting's chairman, the presence of Core Value Committee is regarded as the core or
heart of Pranda Group. As the Company has relatively strong competitive edge and set its sight to become the
world's best jewelry manufacturer, the Company sees it essential to have activities to create core values to
employees of the Group at all levels, stimulating them to have better feeling and allegiance to the Company as
well as share identical corporate ideology and vision. Pranda has pursued this initiative over the past five years
with an ultimate goal to become the world's best jewelry producer. Having the Core Value Committee is deemed
very important, as it empowers the Company's executive committee to perceive allegiance of over 5,000
employees of all levels who play a pivotal role to the Company's growth.

         The chairman has instructed Mrs. Prapee Sorakraikitikul, Chair of Group Executive Committee, to inform
participating shareholders about the meeting and voting methods as follows:-

         1. On voting procedure, one share shall be counted one vote, and be able to vote for or vote against or
abstain votes in each agenda using ballots shareholders are given at the point of registration. The meeting
contains nine agenda, nine of which require voting as follows:-

        Agenda 1: Resolution to approve with majority of votes

         Agenda 2 and Agenda 3 are proposed solely for information purposes, unnecessary thus to make
resolutions.

        Agenda 4: Resolution to approve with majority of votes


                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 11
                                                                               Pranda Jewelry Public Company Limited

        Agenda 5: Resolution to approve with majority of votes

        Agenda 6: Resolution to endorse with majority of votes now that the Article 70 of the Public Limited
Companies Act calls for the Company to elect directors by cumulative voting except in case that the Company
has other requirements stipulated in the Article 18 of the Company’s regulations as appeared on Page 38 of
supplementary document of the meeting which requires the one-share-per-one vote method. It had therefore
decided to elect the directors according to the Company’s regulations.

         Agenda 7: Resolution to approve with votes of not less than two-third of the total votes cast by
participating shareholders and separate votes of shareholders with none-voting rights, namely the shareholders
in capacity of the Company's directors who are entitled to remuneration and considered as special stakeholders.

        Agenda 8: Resolution to approve with majority of votes

         Agenda 9: Resolution to approve with majority of votes as the Article 105 of the Public Limited
Companies Act requires ``Shareholders who hold shares in combination of less than one-third of total shares
sold could ask the meeting to consider other issues other than those prescribed in invitation letters, the Agenda 9
is thus prepared in compliance with legal requirements.

         2. For vote counting, votes would be counted only from shareholders who have voted against or abstain
votes in each agenda. The meeting’s chairman would notify attending shareholders to raise their hands so that
staff would gather the ballots and takes disapproval votes and abstention votes away from total votes of
participating shareholders in each agenda. The remaining votes would be taken as approval votes in that
agenda. Nonetheless, should a majority of votes agree and comply with the Company’s regulations on voting, this
regards as approval or endorsement in that agenda except Agenda 6 which pertain the consideration to approve
election of outgoing directors to replace those who have to be retired by rotation. In Agenda 6, all ballots,
including approval, disapproval and abstention votes, would be gathered.

         Prior to voting, participants would be allowed freely to ask the questions or express opinions on relevant
issues on each agenda as deemed appropriate. However, shareholders who want to ask the questions or
express opinions should kindly inform their names and family names to the meeting and after the end of Agenda
9, shareholders are eligible to gather and submit all votes to authorities so that they would be used as evidence
of the meeting.

       All shareholders are well informed the voting methods as declared by the Company’s president. The
Chairman has then asked the meeting to consider the agenda as follows:


Agenda 1: To Consider and Certify the Minutes of the Annual General Shareholders’ Meeting 2009, held on
April 20th , 2010.

        The Chairman had asked the meeting to consider and endorse the minutes of the Shareholders’
Ordinary General Meeting for the year 2009 which was held on April 20th , 2010 as appeared in documents
enclosed with the invitation letters on Page 8-24 totaling 17 pages to all shareholders.


                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 12
                                                                                 Pranda Jewelry Public Company Limited

         The meeting had considered and endorsed the minutes of the meeting with a majority vote as follows:-

         Approved          200,361,400        Vote     Equivalent to       100
         Disapproved                  0       Vote     Equivalent to            0
         Abstained                   0        Vote     Equivalent to            0
         Total             200,361,400        Vote     Equivalent to          100

         Remark: In this agenda, there were shareholders representing 2,332,000 shares attending the meeting
higher than the period prior to the meeting.

Agenda 2: To acknowledge the Board of Directors’ 2010 Annual Report.

          The Chairman has instructed the meeting’s secretary to inform the meeting the minutes of the Board of
Directors’ meeting for the year 2010 which feature the Company’s operation, financial crisis in Europe and the
economic recovery of the United States. Pranda Jewelry Pcl is one of Thailand’s leading jewelry manufacturers
with key market destinations spanning through the United States and Europe. At present, The Company has the
Europe market 35%, the US market making for 35% and Asia for 30%. The Company's sales were as a
consequence was inevitably affected once the financial crisis in Europe. Worse ever, the subprime mortgage
crisis in the United States has not yet to be fully settled, resulting in further delay in the US's economic recovery
and lowered sales of the Company in the US market. Nonetheless, the Company has put in place relatively
balanced management structure as follows:-

         1. The Company has currently operated eight production facilities in five countries spanning from
            Thailand, Vietnam, China, Indonesia, to Germany. In 2010, the Company has expanded investment
            by acquiring new factory in Nakhon Ratchasima, raising the Company's total production capacity by
            about 1 million pieces to 9 million pieces in 2011 from 8 million pieces.
         2. Distribution and retail base. The Company has currently operated nine distribution and retail bases
            geographically located in nine countries including Thailand, the United States, England, France,
            Germany, India, Indonesia, Vietnam, and China.

         3. Brand and own brand market development. The Company has today over 12 own brands focusing
             mainly on Europe and Asia.

           It is also committed to further focusing on own brand development in a strategic move to achieve
the Company's goal to become the "World Class Jewelry Brand Company.”

         Financial Structure
         The Company has issued and paid-up capital worth of Bath 401 million, with retained earnings
amounting to Baht 1,311 million and other items worth of Baht 1,002 million, resulting in a combined shareholders'
equity totaling Baht 2,714 million. Total liabilities were Baht 1,517 million. Given the Company’s total liabilities and
shareholders’ equity, the company has carried debt-to-equity ratio (D/E) equivalent to 0.56 times. This implies
that the Company has established and strong financial structure, with Times Interest Earned high to 13.25 times.
That means that the Company’s financial risk is relatively low.



                                     Document for Attending the Annual General Meeting of Shareholders for the year 2011 13
                                                                               Pranda Jewelry Public Company Limited

           The Chairman also added that the Company has greatly benefited from fiscal budget deficit policies
launched by various governments including the United States and Japan whereby injecting a massive capital to
revitalize their economies, create new jobs and stimulate new car purchase, as a result stimulating worldwide
consumption. The Company’s sales rose 10.7% in 2010 accordingly over a year earlier. Nonetheless, as the
world’s economic recovery has not yet to be fully stabilized and the foreign exchange remains volatile,
uncertainties thus still prevail.

        The meeting has acknowledged report the Company’s Board of Directors in 2010 as presented by the
chairman.

Agenda 3: To acknowledge the payment of extra dividends from retained earnings, a net profit of year 2008 and
          year 2007.

         The Chairman has instructed the meeting’s secretary to explain details about special profit allocation
from retained earnings and profits from operating performance between year 2008 and 2007.

         The Public Limited Companies Act calls for the shareholder's meeting to acknowledge interim dividend
payment the Company's Board of Directors had approved for the year 2010 when special dividend payment were
allocated from retained earnings accumulated between 2008 and 2007 as follows:-

           1. Resolution of the 13/2010 meeting of the Board of Directors dated on August 13, 2010 has approved
to allocate special dividend from retained earnings which were accumulated during 2008 and 2008 in a rate of
0.30 baht per share in a total amount of 119.48 million baht gained from net profits of enterprises which are
exempt from corporate income tax to eligible shareholders on August 30, 2010. The Company’s Board of
Directors has resolved to gather the list of shareholders who are entitled to receive dividend according to Clause
225 of the Securities and Exchange Act by the mean of book closing date on August 31, 2010. The dividend will
be paid on September 10, 2010.

        2. Resolution of the 15/2010 meeting of the Board of Directors dated on November 11, 2010 has
approved to allocate special dividend from retained earnings which were accumulated during 2007 in a rate of
0.30 baht per share in a total amount of 120.20 million baht to eligible shareholders on November 29, 2010. The
Company’s Board of Directors has resolved to gather the list of shareholders who are entitled to receive dividend
according to Clause 225 of the Securities and Exchange Act by the mean of book closing date on November 30,
2010. The dividend was paid on December 9, 2010.

        The payment shall be divided according to a regulation of dividend tax as in the following two items:-

              To pay dividend in a rate of 0.04707 baht per share from net profit of enterprises which are
               subject to the corporate income tax. This implies that this is the net profit from Non-BOI (Board
               of Investment) business.
              To pay dividend in a rate of 0.25293 baht per share from the net profit earned from enterprises
               which are exempted from corporate income tax. This implies that this part is the net profit from
               BOI business.



                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 14
                                                                               Pranda Jewelry Public Company Limited

       The meeting has acknowledged extra dividend payment from retained earnings which are accumulated
between year 2008 and 2007

Agenda 4: To consider and approve the Balance Sheets and Statement of Income for the year ending 31st
           December 2010.

         The Chairman has instructed the meeting’s secretary to explain details of the Company’s balance sheets
and profit & loss statement for the year 2010 ended on December 31, 2010 to the meeting.

         In compliance with the laws and regulations of company which require the Company to prepare balance
sheets and profit & loss statements for the end of the company’s fiscal year. The Company has commissioned
balance sheets and profit & loss statements in compliance with generally-accepted accounting principles. Such
statements have passed through auditing process of the Company’s independent auditors with details appearing
on Page 82-130 of 2010 Annual Report delivered to all shareholders ahead of the meeting. The Company's
balance sheet and profit and loss (partial) statement have been summed up in the Agenda 4 of the invitation
letter. And for more updated information on changes of operating results, the Company has summarized and
explained more as follows:-

     Annual sales revenue
                                                                                                       Unit: million baht
                                             2007                2008                 2009                  2010
      Sales revenue                          4,359               4,030                3,664                4,056

         In 2007, the Company reported sales revenue totaling 4,359 million baht, while sales in 2008 decreased
by 7.5% to 4,030 million baht mainly due to the US's subprime mortgage fiasco which harder hit the Company's
sales in the fourth quarter of that year. Sales in 2009 dropped further by 9% to 3,664 million baht as European
financial crisis had exacerbated the world's economic condition. The Company's sales; nonetheless, has
recovered to growth of 10.7% in 2010 to 4,056 million baht. In 2010, it could be considered that overall sales of
the Company fared better than target particularly once measured in US dollar which surged by as much as 18-
19% despite higher raw material costs. Nowadays, silver jewelry contributes 80% of the Company's sales with
gold jewelry making for 20%. In a whole year of 2010, the prices of gold and silver which are the key raw
materials had been relatively volatile, with the prices of gold rising by 25% and those of silver skyrocketing by as
much as 33%. In a nutshell, the Company has last year encountered three major risks, namely 1. The market
remained in trouble 2. Raw material costs are relatively volatile 3. Foreign exchange was fluctating as the baht
has strongly appreciated by about 8-12% against European currencies and US dollar.


Quarterly Sales Revenue
                                                                                                       Unit: million baht
                                    Quarter 1/2010        Quarter 2/2010         Quarter 3/2010           Quarter
                                                                                                           4/2010
   Sales Revenue                         1,017                   826                  1,020                 1,193




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 15
                                                                                Pranda Jewelry Public Company Limited

          The Company's sales revenue topped Baht 1,017 million in the first quarter of 2010, a rise of 29% from
the same quarter in a year before, while sales in the second quarter increased 2% to Baht 826 million over the
same period in 2009. The third-quarter sales amounted to Baht 1,020 million, up 12%, while sales in the fourth
quarter increased 3% to Baht 1,193 million over the corresponding quarter in 2009. Boosted by continued growth
in every quarter, the Company's whole-year sales rose 10.7%. Given quarterly operating results, it could be seen
that sales growth fell in line with season, with the first and the second quarter making for 45% of total sales and
the third and the fourth producing remaining 55%.

Profitability
                                                                                                    Unit: million baht
    Year                                             2007               2008                2009                2010
    Gross profit                                     1,307              1,303               1,296              1,346
    Operating profit                                  449                346                 329                 470
    Net profit                                        406                184                 256                 243

        Gross profit is the difference between sales and the cost of goods sold while operating profit is derived
from gross profit after deducting selling and administrative expenses. Net profit is from operating profit after
deducting foreign exchange loss, legal reserves, interest rates and tax. Based on profitability of the Company
over the last four years, it could be seen that the Company’s average gross profit was relatively steady.
Nonetheless, operating profit dropped from Baht 449 million in 2007 to Baht 346 million in 2008 respectively
mainly because the Company had to set aside relatively high reserves and marketing expenditure to retain its
sales as much as possible in light of financial crisis during the period, raising thus the Company's selling and
management costs. In 2010, operating profit increased to Baht 470 million from Baht 329 million in a year earlier,
representing an increase of about 43%. In 2009 and 2010 net profit was found almost equivalent. Lower
operating profit in 2009 was mainly due to foreign exchange loss incurred in that year.

                                                         Chart of operating results

                                       2010               2009              Increase / Decrease                 %
Sales revenue                          4,056              3,664                      392                     10.7%
Gross profit                           1,346              1,296                       50                      3.9%
Operating profit                        470                329                       141                     42.9%
Loss on foreign exchange               (150)               (21)                     (129)                   (614.3%)
Net profit                              243                256                       (13)                    (5.1%)

          The Company reported sales revenue worth of Baht 4,056 million in 2010 compared with Baht 3,664
million in 2009, representing an increase of Baht 329 million or 10.7%. The Company saw gross profit increase by
4%, with operating profit surging by up to 43% to Baht 470 million from Baht 329 million in 2009. However, the
Company posted a net profit drop of about 5% in 2010 from 2009 primarily thanks to foreign exchange loss of as
much as Baht 150 million . The Company has divided foreign exchange loss into two categories:realized foreign
exchange loss and unrealized foreign exchange loss. Unrealized foreign exchange loss amounted to about Baht
120 million, while realized exchange loss was worth of only Baht 40 million. Unrealized foreign exchange loss was
derived mainly from account receivables now that the Company has sold the products in credit offered to
                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 16
                                                                                  Pranda Jewelry Public Company Limited

customers for certain period. The foreign exchange loss or profit arises mainly because of pending payment
collection, bringing thus about possible loss or profit transactions during the collection period. The Company in
addition extended loans in British pound sterling and Euro to two subsidiaries. As the two currencies had become
weakened by about 9-12%, the Company was thus subject to foreign exchange loss amounting to Baht 150
million .

Liabilities and Equity
                                                                                                     Unit: million baht
      Year                                                   2007             2008             2009           2010
      Total liabilities                                      1,552            1,436            1,402         1,517
      Shareholders’ equity                                   2,879            2,808            2,866         2,714

          The Company's financial condition could be found that the shareholders' equity has been stabilized and
almost equivalent over the past four years as evidenced by the Company's annual dividend payment of average
200 million baht. In 2010, the Company paid dividend in amount of about Baht 400 million , as it allocated
special dividend in a rate of Baht 0.60, making thus the shareholders' equity steady. The Company has currently
debt to equity ratio equivalent to about 0.50 times which is regarded as relatively low compared with that of all
listed companies around 3 times.

Financial structure

      Year                                                  2007              2008              2009             2010
      Debt to equity ratio (times)                          0.54              0.51              0.49             0.56
      Times interest earned (times)                         8.77              6.16              7.53             13.25

         The Company has established financial status given its debt to equity ratio (D/E) which stands at about
0.50 times while Time Interest Earned (TIE) was equivalent to 13 times, a rise from 7 times, as operating profit
increased 43% and interest expenses fell by 19% now that the Company has repaid long-term loans, as a result
reducing interest expenses on a gradual basis.

Shareholders’ inquiries

       Mali Choteruang, shareholder rights protection volunteer - Thai Investors Association: Given foreign
exchange loss, how does the Company prepare preventive measures against such foreign exchange risks?

         Sunanta Tiasuwan
         Chair of Group Finance Committee: Fluctuating foreign exchange has delivered a heavy blow to all
exporters and importers. In its best bid to curb such loss as much as possible, the Company has commissioned
risk prevention by hedging against financial risks with forward contracts, and natural hedge contracts. As over
90% of the Company’s sales are based in US dollar, the Company is easily subject to possible realized gains or
loss from foreign exchange and unrealized gains or loss) from foreign exchange. In the Company's 2010 financial
statement, the Company had unrealized foreign exchange loss worth of 100 million baht out of total foreign loss of
150 million baht.



                                      Document for Attending the Annual General Meeting of Shareholders for the year 2011 17
                                                                                 Pranda Jewelry Public Company Limited

       Mali Choteruang, shareholder rights protection volunteer - Thai Investors Association: Does foreign
exchange loss have any association with interest rates?

       Sunanta Tiasuwan
       Chair of Group Finance Committee: There is no association, but the Company has tried its best to
manage foreign exchange for over 30 years and fairly understood how the market condition is.

         Mali Choteruang, shareholder rights protection volunteer - Thai Investors Association:
         Inventory is relatively high. How does the Company have management policy this year to lower the
inventory and we are wondering why the inventory is that high?

          Mrs.Prapee Sorakraikitikul
          Chair of Group Executive Committee : Amount of inventory is normally dependent on how big is the
purchase orders which are pending delivery. As the overall prices of raw materials increase, the prices of gold,
silver, diamond and certain gemstones rise, leading as a consequence amount of raw materials and inventory as
well as the products pending delivery to increase.

        Shareholder: The prices of gold this year increase considerably. How does the Company have policy or
back-up plans to curb the impact?

         Mrs.Prapee Sorakraikitikul
         Chair of Group Executive Committee : The gold prices rose significantly since 2000 from US$200 per
ounce to as much as $1,498 per ounce, as the world's gold production declines and the global gold imports fall
except China. India, the world's largest buyer, also saw gold imports drop by 20%. Nonetheless, the Company
has finetuned its production for several years, with gold currently accounting for only 20% against 80% in the
past and silver shifting to 80% from 20%. It could be seen that the Company's sales revenue remained
unchanged despite it has shifted to produce more silver jewelry.

          Prida Tiasuwan
          The Meeting's Chairman: Sales revenues remain unchanged despite higher production because the
Company has shifted its focus to produce more jewelry based on silver and imitation metals. More importantly,
the Company saw higher profit. It could be implied that the Company's stabilized sales and higher profitability is
attributed mainly to its ability to stimulate and fully utilize quality or skills of our people to create added values on
existing metals. The Company has shifted to silver and other metals instead once the gold prices rise, while
employees' craftsmanship remains unaffected and intact. Sales might slightly drop but profit margin improved.
Currently, up to 80% of the world gold, mostly in the form of gold bar, is possessed by speculators as evident by
mushrooming gold futures over the past four years triggered by the US's subprime mortgage crisis, European
financial mess, economic troubles in the Middle East and Japan as well as rising oil prices. Nonetheless, the
negative conditions have started improving, while the US subprime crisis has eased off as indicated by lower
unemployment which fell to 8.8% from earlier 9.8%. Financial fiasco in Europe has also gradually been amended
country by country, while Japan's sluggish economy starts revitalizing. This comes despite the Middle East
situation remains unsettled. However, the overall prospect is likely to improve. It is therefore impossible for
speculators to continue possessing up to 80% of the world gold market in the long run, as, for instance, over the
last three years as much as 75% of the world gold was owned and used in jewelry manufacture. The situation is
completely unlikely to stay unchanged for good. It is therefore highly likely over the next 5-10 years for jewelry
manufacturers to resume gold jewelry production and regain market share of 75% for gold jewelry as in the past.
                                     Document for Attending the Annual General Meeting of Shareholders for the year 2011 18
                                                                               Pranda Jewelry Public Company Limited

         Pranda Jewelry Pcl's future revenue is also expected to move accordingly, with gold jewelry production
to increase sharply over that period. In the past, gold jewelry production accounted for 75% of Pranda's
production, with silver making for the remaining 25%.

         Shareholder: Regarding share of losses from investments in the joint ventures that amounted to 10
million baht as appeared in the Company's financial statement in 2010, are there any problems to the Company
as last year it reported share of profits from investments.

          The meeting's secretary: The loss is derived mainly from investments in the joint venture firms where the
Company holds 50%, namely P.T. Pranda SCL Indonesia. Now that a majority of P.T. Pranda SCL Indonesia's
customers are from Europe, its sales thus fell accordingly, leading the Indonesian subsidiary to operating loss
from earlier profit. However, P.T. Pranda SCL Indonesia has revamped its marketing strategy by initiating its local
retail distribution through its own brand under "Julia" brand focusing mainly the Indonesian market. It is expected
that growing domestic sales in the foreseeable future will help offset lower exports.

          Shareholder: Investment promotion privileges had expired in 2010, has the Company evaluated the
taxation impact on the Company's financial statement?

         The meeting's secretary: The impact is unlikely as the Company has expanded investment in new
factory at Nakhon Ratchasima which has been awarded privileges from the Board of Investment (BOI), namely
corporate income tax exemption for eight years. The new investment is also subject to tax reduction by 50% for
another five years after that.

        Sunanta Tiasuwan
        Chair of Group Finance Committee: The BOI's investment privileges will take effect in 2011. The
Company's operating results which are entitled to the new investment privileges from BOI would be divided into
two parts. Production for domestic distribution which represents for 20% of total production will be subject to
corporate income tax, while the production for exports which makes up for 80% of the overall manufacture is
exempted from any tax.

          Chartchai Wangsiripaisarn
          Shareholder: The world's economy is not yet thriving as it should be, and the Company's business
mainly engages in luxury goods. We are wondering how the Company manages to address the issue over the
next five years and we would like the Company to declare operating results in the first quarter of 2011.

         Mr. Prida Tiasuwan
         The meeting's Chairman: The target we have set for the year 2011 is made available at the Company's
website. We have set the target to grow by 8% in 2011 while operating results in the first quarter of 1011 also live
up to the Company's expectation.




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 19
                                                                               Pranda Jewelry Public Company Limited

          For long-term strategic plan, the Company has come up with key strategy for many years to sell
``handwork’’ through the Company's own brand development. The Company's brand is based on quality of its
own craftsmanship which has been accumulated for over the past five years. One of the salient factors is also
premium products Pranda Group possesses. Having the best products enables the Company to acquire the
premium brands. At time of economic troubles when purchasing power of consumers falls, the Company has
restructured production to more products in affordable prices with the same premium quality. Our business plan
is truly driven by sensation and ambition to produce products that meet varying needs of customers.

         Shareholder: Referring to foreign exchange which arises from imports and exports, the Company is
supposed to pay at the import rate once it imports and receive at the export rate once it exports. It should be
hence already taken as production costs or earnings of the products and should not have any additional foreign
exchange loss. Foreign exchange loss worth of Baht 149 million in 2010 as reported by the Company would
rather stem from speculation or investment in foreign currencies.

          Sunanta Tiasuwan
          Chair of Group Finance Committee: There is absolutely no speculation in foreign currencies as well as
gold. Imported raw materials for re-export are managed on a cost-plus pricing method (the price of services or
goods provided to a related party is determined by reference to the costs incurred in supplying the goods or
services plus an appropriate profit margin). We produce according to the prices already agreed upon with
clients. For imports and exports, imports and exports are normally made on different dates. Accounting record on
the date of imports and that on the date of exports will thus differ accordingly. Date of the actual accounting
record would be made when receipt is booked, and the actual record would be made at the end of every
accounting period when the profit or loss appears.

          However, the Company has currently hedged foreign exchange exposures worth about $20 million, by
fixing the exchange rate relative to the U.S. dollar at average 30.80 or 31.00 baht

         Prida Tiasuwan
         The meeting's Chairman: The Company has investment assets and branch offices in several foreign
countries as well as overseas subsidiaries in the United States, England, France, Germany, Indonesia, Vietnam,
China, and India, it needs thus to hold several foreign currencies which need to be converted into baht.

        Shareholder: The Company has foreign currency-related account which may be investment assets
abroad both in the form of receipt and expense. Is it possible to have the exchange rate fixed at a certain rate at
the beginning of the year to make accounting calculation easier?

         Sunanta Tiasuwan
         Chair of Group Finance Committee: The Company has complied with the accounting standards.
Accounting record is made at the date of actual transactions. It is thus not possible for the Company to have
such foreign exchange fixed.




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 20
                                                                               Pranda Jewelry Public Company Limited



         Assoc.Prof. Sarita Bunnag
         Independent Director: We would like to clarify the distinction of the receipt-payment accounting record
as follows:-
         1. The Company, for instance, purchases raw materials in amount of US$1 dollar which is equivalent to
30 baht in one day, and in the other it pays the raw material costs. The day of payment does not thus correspond
to the day of purchase.
         2. The day the Company sells its goods and the day the Company receives the payment is not also the
same as well.

        Therefore, accounting record must be made according to exchange rate as at the date of accounting
record and at the date the accounting period ends which may contain both unrealized gains (loss) from foreign
exchange and realized gains (loss) arising from foreign exchange.

         Shareholder: The Company has carried inventory which needs it to set aside allowances for impairment
loss on inventory in amount of Baht 223 million . For what purpose were the reserves made?

         Assoc. Prof. Sarita Bunnag: The allowances are required by the accounting standard.

          Shareholder: In foreign market, the Company has currently branches in England, Germany, France, the
Unites States and China, operating up to 4,600 distribution points which each requires relatively high expenses.
The loss was found in those markets in a combined 121 million baht. In the meantime, local sales in Thailand
fetch the Company earnings per share in amount of 80 satangs apiece. Earnings per share drop to only Baht
0.61 once expenses from overseas operations were taken into account. Could we presume that the Company will
be entitled to higher profit if there are no overseas operations. So should we shut down overseas branches?

           Prida Tiasuwan
           The meeting's chairman: Overseas branches remain essential, as the 10 branches have generated
sales of up to Baht 4,000 million to the group. In addition, the Company is speeding up process to make their
operations profitable. The loss is mainly because of the global economic difficulties, while China market is also
still struggling. Nonetheless, China will be the Company's major market and the largest destination in the future.

      Shareholder: Domestic operations make profit, but overseas investments make loss. How is the
Company's policy to manage the loss and ensure profitability?

         Sunanta Tiasuwan
         Chair of Group Finance Committee: The loss of Baht 120 million is deemed insignificant if it is
converted to US dollar which is equivalent to about US$4 million. The amount seems to be high if we look at the
baht term. However, the Company has relatively established marketing base in overseas operations.

         Shareholder: Regarding foreign exchange, allowances for impairment loss on assets and operating
loss of overseas branches, up to Baht 500 million, representing earnings per share worth about 1.25 satang
apiece could be generated if those risks were better managed.



                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 21
                                                                              Pranda Jewelry Public Company Limited

         Prida Tiasuwan
         The meeting's chairman: It could be seen that the Company has invested for better future. It has never
been short-sighted and operated business just on perfunctory basis. The Company has also earned profits from
other parts which help offset the loss. The Company is expanding for the future, using retained earnings accrued
from production to create long-term profitability; and expanding production and distribution to cover the middle-
range jewelry with the best quality and appearance to best tap into a wider range of consumers worldwide.

         Krityaporn Mongkolpradit
         Shareholder: We would like to be informed the Company's management policy, as its key business
challenges are mainly about foreign exchange rate and raw material prices. For foreign exchange issue, in case
that the Company secures purchase orders in amount of US$100, $60 of which would be spent on raw material
purchase and for the remaining $40 whether the Company executes foreign exchange forwards in full amount?

          Sunanta Tiasuwan
          Chair of Group Finance Committee : The company has generally done forwards representing for only
20-25% for different period of time. Money should not come simultaneously or at the same time in one amount.
Customers are normally long-term ones, while the Company has to shoulder debts arising from extending credit
line to those long-term customers.

       Nukul
       Shareholder: How is the Company's dividend payment policy over the next five years? We would like to
know percentage of dividend payment from net profit.

        Sunanta Tiasuwan
        Chair of Group Finance Committee: The Company is committed to paying dividend in a rate of not more
than 60% of profit. The payment is also based on the Company's financial liquidity.

          Ovat Seneetantikul
          Shareholder: The Company's operation is reliant mainly on craftsmanship of employees. It has already
shifted from gold to silver and probably to other metals as raw materials. We believe the Company may produce
higher profit if it thinks about other new metals and mixtures in combination with the Company's superb skills to
make jewelry more valuable.

        Prida Tiasuwan
        The meeting's chairman: The Company aims to become the world's best jewelry producer, and that is
the Company's commitment. Whether the Company has achieved that ambition will be justified by outsiders.
However, the Company has still secured full purchase orders, while customers still continue supporting with
orders throughout the years. The Company's goal is thus almost achieved as evident by full orders from
customers.




                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 22
                                                                                Pranda Jewelry Public Company Limited

         Pramote Tiasuwan
         Managing Director-Manufacturing: Metal development has been innovated over the past two decades,
but as a matter of fact the Company's metal has two parts, one of which is the Company's innovation, and
another belongs to customers. However, a true determiner is the world's designers who will never stop supplying
innovative metals to lure producers. Likewise, the Company's customers also deliver the new metals for the
Company for trial. The Company has also its own discovery and people who are truly dedicated for research and
development as well as innovation. Pranda Jewelry has three rules comprising 1. stakeholder focus 2. teamwork
3. continued improvement. The Company has instilled these rules to the Company's employees on continued
basis.

        The meeting has considered and endorsed with a majority vote as follows:-

        Approved          200,446,200       Vote      Equivalent to       100
        Disapproved                0        Vote      Equivalent to        0
        Abstained                  0        Vote      Equivalent to        0
        Total             200,446,200       Vote      Equivalent to       100

        Remark: In this agenda, there were additional shareholders that attended the Meeting, representing
84,800 shares after agenda 1 was approved.


Agenda 5: To Consider the earning allocation and approve the annual dividend payment for operation 2010.

         The Chairman has instructed the meeting’s secretary to explain details about the earning allocation and
the approval of annual dividend payment from the operating results in 2010 to get the meeting informed.

         According to the operation result for year 2010, the Company has posted a net profit of Baht 344 million
in 2010, according to separate financial statements enabling the Company to pay dividend to the shareholders
as required by laws and the Company’s regulations. The Company’s Board of Directors has requested the
meeting to consider the issues as follows:-

         1. To request the meeting to consider and endorse allocating net profit as legal reserve at a ratio of 5%
of the net profit until the legal reserve is equivalent to 10% of the Company's registered capital. The Company
has so far allocated legal reserve in full amount worth of 41 million baht.
         2. To request the meeting to consider and approve paying dividend for the operating results for the year
2010 at a rate of 0.50 baht per share, representing 58.33% of net profit from separate financial statement which is
not exempted from investment promotion according to the investment promotion act. The Company thus has to
pay corporate income tax while shareholders are not exempted from income tax on dividend earned.

         The rate of dividend payment of the Company throughout the last ten years including dividend yields
and dividend payout ratio are shown down below.




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 23
                                                                                 Pranda Jewelry Public Company Limited



                                                                       Unit: baht/share
 Year                           2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
 Dividend per share (baht)       0.25 0.80 0.55 0.65 0.65 0.95 0.55 0.40 0.53 1.10
 Dividend Yield (%)               6.7   9.0   8.3   9.3   9.7 14.3    7.3      5.3 13.6 19.6
 Dividend Payout Ratio (%)      13.71 27.80 46.05 57.35 59.63 59.36 54.90 52.75 58.97 58.33

         The meeting had endorsed with majority votes as follows:

         Approved          200,447,500       Vote      Equivalent to       100
         Disapproved                0        Vote      Equivalent to        0
         Abstained                  0        Vote      Equivalent to        0
         Total             200,447,500       Vote      Equivalent to       100

         Remark: In this agenda, it appears that the number of participants has 1,300 shares higher than the
period at the end of Agenda 4 of the meeting.


Agenda 6: To consider and elect the new directors to replace those due to retire by rotation.

         The Chairman has instructed the meeting’s secretary to explain details of the directors’ election to
replace those who are due to retire by rotation.

         According to the Clause 19 of the Company's regulations on page 38 of the meeting’s supplementary
documents which require one-third of the total directors to resign, whereby the directors who stay in the office the
longest should be the ones who have to resign upon due. However, the resigning directors could be re-elected.
As a result, one-third of the total nine member Board of Directors or 3 existing directors have to retire by rotation.
At the ordinary general meeting of the shareholders every year, there would be a proposal to the shareholders to
consider the election of the directors in replacement of those who are due to retire by rotation. Directors who are
due to retire by rotation are as follows:

         1) Mrs. Sunanta Tiasuwan            2) Mrs. Panidda Tiasuwan                3) Mrs. Pranee Khunprasert

         The Selection and Remuneration Committee excluding directors who have the vested interest has
considered that the three directors above are fully qualified according to the Public Limited Companies Act, and
knowledgeable, competent, experienced in businesses related to the Company's operations, and capable of
helping develop the Company. Profiles and backgrounds of each director who are due to retire by rotation are
enclosed at the meeting's supporting documents on Page 26-28. The Company has also realized the rights of all
shareholders and informed the Stock Exchange of Thailand that it allows the shareholders to propose candidates
for the Company's Board of Directors during October to December through the Company's website. This year, no
proposal of the candidates was put forward, the Selection and Remuneration Committee hence proposed the re-
election of those three directors whose terms expire by rotation for the shareholders' approval.




                                    Document for Attending the Annual General Meeting of Shareholders for the year 2011 24
                                                                               Pranda Jewelry Public Company Limited

        The Chairman has requested the meeting to consider and approve the election of directors in
replacement of those who have to retire by rotation.

         The meeting had considered and reached resolutions to approve the re-election of above-mentioned
three directors with a majority vote as follows:-

                Mrs. Sunanta Tiasuwan
        Approved          186,819,500      Vote      Equivalent to 92.20
        Disapproved       15,628,000       Vote      Equivalent to   7.80
        Abstained               200        Vote      Equivalent to      0
        Total             200,447,500      Vote      Equivalent to 100.00

         Mrs. Panidda Tiasuwan
        Approved          184,819,500      Vote Equivalent to 92.20
        Disapproved        15,628,000      Vote Equivalent to     7.80
        Abstained               200        Vote Equivalent to        0
        Total             200,447,500     Vote Equivalent to 100.00

         Mrs. Pranee Khunprasert
        Approved      200,447,500          Vote      Equivalent to       100
        Disapproved            0           Vote      Equivalent to         0
        Abstained            200           Vote      Equivalent to         0
        Total         200,447,500          Vote      Equivalent to       100


Agenda 7: To consider and approve the remuneration of the Board of Directors of the Company for 2011.

         The Chairman has instructed the meeting’s secretary to explain the meeting details of remuneration
offered to the Board of Directors for the year 2011.

         The Company's Board of Directors had endorsed the remuneration principles as proposed by the
Selection and Remuneration Committee. Remuneration of the directors would be basically based on the
Company's operating performance and scope of their responsibilities, individual performance and benefits
received from each director. Not over than 11.5 million baht was approved as the directors’ remuneration for the
year 2011 excluding remuneration given to directors in capacity of the Company’s executive directors. Report on
remuneration of the Company’s Board of Directors and Executive Directors, and the executives who held the
executive director positions for the year 2010 was also attached in invitation letter on page 29.

          For this agenda, in the vote counting, votes of directors who have vested interest will be separated as
non-voting rights in a total amount of 39,864,980 votes and those votes would be counted as the base score in
the vote counting.
Nonetheless, this agenda needs to pass through resolution to approve with the votes of not fewer than two-third
of total votes of shareholders who participate in the meeting according to the Article 90 of the Public Limited
Companies Act.

                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 25
                                                                               Pranda Jewelry Public Company Limited

        The meeting has considered and approved with unanimous votes as follows:-

        Approved         160,567,520        Vote      Equivalent to 80.10
        Disapproved               0         Vote      Equivalent to      0
        Abstained             15,000        Vote      Equivalent to   0.01
        Non-voting right 39,864,980         Vote      Equivalent to 19.89
        Total            200,447,500        Vote      Equivalent to 100.00


Agenda 8: To consider and approve the appointment of the Company’s auditors and to fix remuneration for
2011.

          The Audit Committee has prepared selection process for auditors in the year 2011 and put forward
through the Company's Board of Directors to the shareholders' meeting to appoint Mr.Narong Phuntawong,
Certified Public Accountant No. 3315 and/or Mr.Supachai Phanyawattano, Certified Public Accountant No. 3930
and/or Mrs.Chonlaros Suntiasvaraporn, C.P.A. Registration No. 4523 from Ernst & Young Office Limited as the
Company's auditors for the year 2011. The Audit Committee had opinion that Ernst & Young Office Limited has
extensive network and is the internationally recognized, raising as a result accounting and auditing standard of
the Company accordingly to international standards. The Committee had also proposed audit fee of not
exceeding Baht 2.40 million to the Auditors, and other service charges for validating investment promotion
privileges in amount of not over Baht 0.12 million. Combined audit fee is thus worth of not over than Baht 2.52
million. The fee is deemed appropriate. The three auditors and Ernst & Young Office Limited have no any
relationships or items that may cause the conflict of interests with the Company.

      The Chairman has asked the meeting to consider and approve auditors and determine their remuneration
for the year 2011.

     The meeting has thoroughly considered and resolved to appoint Mr. Narong Puntawong, Certified Public
Accountant No. 3315 and/or Mrs. Chonlaros Suntiasvaraporn, certified public accountant registration No. 4523,
and/or Mr.Supachai Phanyawattano, Certified Public Accountant No. 3930 from Ernst & Young Office Limited as
the Company's auditors for the year 2011. The meeting also approved the annual audit fee in amount of not over
2.40 million baht and other service charges for validating the investment promotion privileges in amount of not
over than 0.12 million baht. The audit fee is thus totalled about 2.52 million baht. In case those authorized
auditors fail to perform, Ernst & Young Office Limited has to provide other authorized auditors from its office to
perform auditing and express opinions to the Company’s financial statements on their behalf.

         Shareholder's inquiry
         Shareholder: why is the audit fee in 2011 much higher than the past?

          Assoc. Prof. Sarita Bunnag
          Independent director: This is truly because of the new international financial reporting standards which
take effect this year. The new accounting standards bring about increased workloads and audit jobs for the
auditors.

         The meeting has considered and resolved unanimously to appoint the auditors as follows:-

                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 26
                                                                               Pranda Jewelry Public Company Limited

        Approved          200,438,500      Vote      Equivalent to       100
        Disapproved                0       Vote      Equivalent to        0
        Abstained              9,000       Vote      Equivalent to        0
        Total             200,447,500      Vote      Equivalent to       100


Agenda 9:        To consider other issues (if any)

         The chairman had informed the meeting other agenda that the Company's Board of Directors has given
the importance of the shareholders' meeting as well as the rights and equity of all shareholders. The Company
has thus allowed the shareholders to propose agenda of the shareholders' meeting in advance during October
1st-December 31st through the Company's website before they submit the written paper to the Board of Directors
afterwards. And once the Board of Directors has considered the proposal of the shareholders and agreed to
exclude their proposals from the meeting's agenda, the Board would inform them with rationale supported
through the Company's website and through the media of the Stock Exchange of Thailand prior to the meeting
and would again inform the shareholders' meeting at the meeting date.

          In the shareholders' ordinary general meeting for the year 2010, none of the shareholders have
submitted their agenda to the Company in advance only if there were the shareholders proposing according to
the Article 105 of the Public Limited Companies Act, 1992 which stipulates that ``Shareholders who hold shares in
combination of less than one-third of the total shares sold could ask the meeting to consider other issues other
than those prescribed in the invitation letters. Agenda 9 is thus presented in compliance with the laws.

         The Chairman has asked the shareholders whether they would like to propose other agenda, but found
no other issues were raised.

Shareholder's inquiries
         Prasert Disayathikom
         Shareholder: In case of special dividend payment, whether there would have special dividend as paid
last year and how does the Company base its decision on the payment? I have gone through the report and
found the Company is committed to paying dividend in a rate of not over than 60%. But once the profits in 2007
and 2008 have been taken into account, it seems that the Company has paid higher dividend than ever.

         Sunanta Tiasuwan
         Chair of Group Finance Committee : Special dividend payment relies on resolution of the Board of
Directors and is based on the Company's financial liquidity and spending necessity. The previous two payments
have benefited the shareholders who enjoy the privileges of the Board of Investment that allow the tax waivers on
income from dividend. Such income will be subject to tax if it was retained by the Company. The payment this
year would be also determined by the Company's operating performance. The previous two payments in a rate
exceeding 60% between 2007 and 2008 were made because the Company had set aside the special payment
from retained earnings.

         Prasert Disayathikom
        Shareholder: Regarding the auditor's fee, has the Company ever succeeded in convincing them to cut
the annual fees?

                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 27
                                                                               Pranda Jewelry Public Company Limited

         Sunanta Tiasuwan
         Chair of Group Finance Committee : The Company through the audit committee and independent
directors has already negotiated for the fee cuts and considered thoroughly the necessity. The Company has
currently 10 overseas operations where auditing jobs are enormous and tough particularly to ensure the
compliance with new financial reporting standards which arise every year for large or small enterprises to pursue.
The fee is unlikely to be reduced as the rate is already agreed.

          Noppadol Phansamlit
          Shareholder: Given dividend allocated from normal operating results, is the payment close or equivalent
to last year's rate?

         Sunanta Tiasuwan
         Chair of Group Finance Committee : The Company has set the growth target of about 8 % this year, the
rate which is almost similar to last year's growth.

       The Chairman had then delivered a thankful speech to participating shareholders at the meeting today.
The meeting adjourned at 16.30 hours.
 


                                                                          ……………….……..…………………………..
                                                                               (Mr. Prida Tiasuwan)
                                                                             The Meeting’s Chairman
…………..………………………………………….
        (Mr. Dusit Chongsutthanamanee)
The Company's secretary and Minute’s recorder


                                           Certified correct information




………………………………………..                                                         ………………………………………….
  (Mrs. Sunanta Tiasuwan)                        and                         (Mr. Pramote Tiasuwan)
                                               Directors




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 28
                                                                                     Pranda Jewelry Public Company Limited


                                                                                         Supporting Document of Agenda 5

                             The information of the comparison of the dividend payment
                                              for the year 2007 - 2011



                                                              2011
Detail of the dividends payment                                              2010            2009           2008           2007
                                                           (proposal)

1. Net profit                           (Million baht)      441.14            344           357.90         300.07         396.49
2. Number of share
   2.1 No. of shares entitled to                            403.33              -
                                        (Million Share)                                     398.16             -              -
interim dividend
   2.2 No. of shares entitled to                            403.71          401.09
                                        (Million Share)                                     395.25         395.75         395.75
annual dividend
3. Total dividend paid per share        (Baht : share)        0.60            0.50           0.53            0.40           0.55
  3.1 Interim dividend                  (Baht : share)        0.10              -            0.10              -              -
  3.2 Annual dividend                   (Baht : share)        0.50            0.50           0.43            0.40           0.55
4. Total dividend paid                  (Million baht)      201.86          200.54          211.07         158.29         217.66
Dividend Payout                              (%)            54.90%          58.33%         58.97%          52.75%         54.90%

   Note:        1. Meeting No. 14/2007, held on June 18th, 2007, passed the resolution that the Company’s dividend
                policy would be to not exceed 60% of the net profit from the separate financial statements.
                 2 For operation result of year 2011, the Company’s board of Directors had a resolution to approve the
                dividend payment in the rate of Baht 0.60 per share, which deduct the interim dividend payment for the
                nine-month period ended 30 September 2011 at the rate of Baht 0.10 per share, and paid to the
                shareholders on December 9th ,2011.Therefore,the remaining dividend payment in the rate of Baht 0.50
                per share will pay to shareholders after the Annual General Shareholders’ Meeting had a resolution to
                approve on April 19th , 2012.




                                         Document for Attending the Annual General Meeting of Shareholders for the year 2011 29
                                                                                     Pranda Jewelry Public Company Limited


                                                                                         Supporting Document of Agenda 6
                                Profile of the Directors retiring by rotation that proposed to re-appointing
                               Name - Surname Lt. Jg. Anan Panananda R.T.N.
                               Age            76 years
                               National       Thai
                               Present Position       Independent Director / Chairman of the Audit Committee / Chairman
                                                      of the Nomination and Remuneration Committee
Nominated for                                         Retired Government Officer
Independent Director             Previous Position  Deputy Director-General of Customs Department
                                                      Director of the Sports Authority of Thailand

                                                      Director of the Rubber Replanting Aid Fund

                                                      Director of Mutual Fund Securities Public Company Limited

                                                      Director of ACL Bank Public Company Limited

                                                      Advisor to Deputy Finance Minister

                                                      Advisor to Finance Minister

                                                      Advisor to Deputy Prime Minister

                                                      Director of the Thai-German Ceramic Industry Public Company Limited

                                                      Advisor of A.J. Plus Public Company Limited.

   Shareholding 70,000 shares or 0.01% (On December 30, 2011)
   Year in service 3 Years (Year 2009 - 2011)
   Education  BS. In Civil Engineering, W.P.I., Mass., U.S.A.
               Certificate in Special Course in Project Analysis, U.N. Asian Institute for Economic Development and Planning

               Director Management Course, Organized by the Office of the Civil Commission, Class 10

               Senior Executive Development Program (Norborsor1) Class 6, the Office of the Civil Commission

             Certificate, the National Defense College. Class 34

              Certificate, Director Accreditation Program (DAP), Class 23/2004, Thai Institute of Directors Association (IOD)

   Position in listed companies -None-
   Position in other enterprises (unlisted companies) -None-
   Position in other enterprises which may cause the conflict of interest -None -
   Legal case(s) -None –
             The detail of the qualification of independent directors is shown in the “Management Structure” in Annual Report
   2011 of Pranda Jewelry Pcl., which theirs qualification is complied with the notification of the Securities and Exchange
   Commission (SEC) and the Stock Exchange of Thailand (SET).
                                                      Attending the Meeting 2011
                                                                   Attending the Meeting / Times to attend the Meeting
 The Board of Directors                                                                        16/16
 Audit Committee                                                                                4/4
 Nomination and Remuneration Committee                                                          1/1
                                         Document for Attending the Annual General Meeting of Shareholders for the year 2011 30
                                                                                  Pranda Jewelry Public Company Limited


                            Name - Surname               Mr. Verachai Tantikul
                            Age                          69 years
                            Nationality                  Thai
                            Present Position
                             Independent Director / Audit Committee
                             Advisor, the Law of SCG Company Limited

                             Member of the Board of Taxation under the Revenue Code

                             Director of the Audit Committee of the Finance Ministry
Nominated for
                             Member of the Petroleum Committee under the Petroleum Law
Independent Director
                             Tax Advisor of the Siam Commercial Bank Public Company Limited

                             Director of the SCB Life Assurance Public Company Limited

                            Previous Position
                             The National Legislative Assembly, Thailand.
                             Director General, the Treasury Department, Ministry of Finance

                             Director General, the Excise Department, Ministry of Finance

                             Deputy Permanent Secretary, Ministry of Finance

                             Inspectors – General, Ministry of Finance

                             Deputy Director – General, the Revenue Department

Shareholding -None- shares (On December 30th, 2011)
Year in service 3 Years (Year 2009 - 2011)
Educatio  LL.M., the University of California, at Berkeley, U.S.A.
          Barrister-at-law, Thai Bar Association
          LL.B (Honors), Thammasat University

          Certificate, National Defense College of Thailand. Class 37

          Senior Executive Development Program of the Office of the Civil Service Commission (OCSC) Class 13.

          Certificate of Director Certification Program (DCP),Class 37/2003, Thai Institute of Directors Association (IOD)

Position in listed companies -None-
Position in other enterprises (unlisted companies) -None-
Position in other enterprises which may cause the conflict of interest -None-
Legal case(s) -None-
         The detail of the qualification of independent directors is shown in the “Management Structure” in Annual Report
2011 of Pranda Jewelry Pcl., which theirs qualification is complied with the notification of the Securities and Exchange
Commission (SEC) and the Stock Exchange of Thailand (SET).
                                                          Attending the Meeting 2011

                                                                Attending the Meeting / Times to attend the Meeting
  The Board of Directors                                                               16/16
  Audit Committee                                                                       3/4
                                      Document for Attending the Annual General Meeting of Shareholders for the year 2011 31
                                                                              Pranda Jewelry Public Company Limited



                          Name - Surname           Mr. Pramote Tiasuwan
                          Age                      61 years
                          National                 Thai
                          Present Position
                           Director / Managing Director (Manufacturing) / Chair of Group Corporate Values

                          Committee / Finance Director / Nomination and Remuneration Director
                          Previous Position
 Nominated for Director
                           Director of Gem and Jewelry Industry Club of the Federation of Thai Industries



Shareholding 10,280,560 shares or 2.54% (On December 30th, 2011)
Year in service 3 Years (Year 2009 - 2011)
Education  Ordinary National Diploma in Technology (Mechanical Engineers) From Willesden College
              of Technology, London England
             Certificate of Director Certification Program (DCP) Class 46/2004

             Certificate of Director Accreditation Program (DAP) Class 16/2004

             Certificate of Finance for Non-Finance Program (FN) Class12/2004

Position in listed companies - None -
Position in other enterprises (unlisted firms) - None -
Position in other enterprise which may cause the conflict of interest - None -
Legal case(s) - None -


                                          Attending the Meeting 2011

                                                          Attending the Meeting / Times to attend the Meeting
  Board of Directors                                                              15/16
  Executive Directors                                                              9/9
  Nomination and Remuneration Committee                                            1/1
  Finance Committee                                                                3/4
  Group Corporate Values Committee                                                 4/4




                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 32
                                                                                Pranda Jewelry Public Company Limited


                                                                                   Supporting Document of Agenda 7



            The report of remuneration of the Director and The Executive Committee for year 2011



Remuneration of Director of the Company

                                                                                                    Unit : million baht
  No.                  Name                    Salary / Bonus        Position            Retirement            Total
                                                                    Allowances         Compensation
                                                                                        and Premim
  1.      Mr. Prida     Tiasuwan                    5.245                 -                                   5.245
  2.      Lt. Jg. Anan Panananda R.T.N                -                 0.855                                 0.855
  3.      Mr. Verachai Tantikul                       -                 0.747                                 0.747
  4.      Mrs. Sarita Bunnag                          -                 0.747                                 0.747
  5.      Mrs. Panidda Tiasuwan                     1.547                 -                5.000              6.547
   Total of The remuneration of Director            6.791               2.349              5.000             14.141

       Remaining four directors of the company are entitled to receive remuneration in capacity of the
company’s executive directors.

                                                       Type of             No. (person)             Salary / Bonus
                                                   Remuneration                                      (million baht)
Executive directors and management               Salary and Bonus                 12                    26.097

Note: 1) There are 4 Board of Directors who have received remuneration as Executive Directors
     2) Remuneration for Accounting and Finance Manager is not included in such remuneration

         The Selection and Remuneration Committee has proposed remuneration of the company’s Board of
Directors in 2012 (year of proposal) based on the company’s operating results and appropriateness determined
by responsibility, task, performance of each directors, and benefits the company receives from each director in
amount of not exceeding 12.0 million baht




                                                                                   Supporting Document of Agenda 8
                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 33
                                                                         Pranda Jewelry Public Company Limited




           The information of the comparison of the auditing fee for the year 2010 - 2012

                                                                                               Unit : million baht
                                       2012 (proposal)                     2011                     2010
The auditing fee                     not more than 2.40                    2.40                      2.25
Verifying BOI Certificate                    0.12                          0.12                        -
Non – Audit fee                                -                             -                         -



 Regarding the auditors of Subsidiary Companies
  Ernst & Young were admitted to be the auditors of Subsidiary Companies 2 units are:-
         1. Primagold International Co., Ltd
         2. Crystaline Co., Ltd




                             Document for Attending the Annual General Meeting of Shareholders for the year 2011 34
      Document for attending the
Annual General Meeting of Shareholders’
          for the year 2011
                                                                               Pranda Jewelry Public Company Limited


  Explanation of Procedures on Execution of Proxy, Registration, Submission of Documents for Attending the
            Meeting and Voting For the Annual General Meeting of Shareholders for the Year 2011
                                  Pranda Jewelry Public Company Limited
                                            On April 19th, 2012
Proxy

        The Company has delivered a proxy form A. form B. and C. as prescribed by the Ministry of Commerce
to shareholders, who cannot attend the meeting in person, to consider authorizing other person or any of the
Company’s three directors as proposed in the proxy instrument and named:
        1. Lt. Jg. Anan Panananda R.T.N.           Independent Director / Chairman of the Audit Committee,
        2. Mr. Verachai Tantikul                   Independent Director / Audit Committee,
        3. Mrs. Sarita Bunnag                      Independent Director / Audit Committee,

        Profiles of the above directors are also attached for consideration.

        To authorize the Company’s director as proposed,

                  The grantor shall mark  in  for one name only in either  1. or  2. or  3. of
Clause (3) and then affix his/her signature.
                  The grantor shall deliver via post by using the business acceptance envelope attached hereto
without stamp affixed, the original signed proxy instrument to “Corporate Secretary / Investor Relations Office“
prior to the meeting date.

Registration

        The Company will review completion of the proxy instrument and begin registration from 12.00 p.m. at at
the Meeting Room, 2nd Floor, Club Building of Pranda Jewelry (Public) Co., Ltd. No. 28, Soi Banana-Trad 28,
Bangna Sub-district, Bangna District, Bangkok. according to the steps of attending the Meeting. The attendants
were required to bring following documents before entering the Meeting

1. Individuals
  1.1 Required document for self-attended individual is an unexpired official document bearing the holder’s
photo such as identification card, driving license or passport
  1.2 Proxy holders
        1.2.1) Proxy Form, attached with the Notice to the Annual General shareholder’s Meeting, accurately
                 completed together with signatures of the shareholder and the proxy holder.
        1.2.2) A certified copy of the shareholder’s official document, as specified in 1.1 and
        1.2.3) The proxy holder’s official document, as underlined in 1.1


                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 35
                                                                               Pranda Jewelry Public Company Limited


2. Juristic Persons
   2.1 Delegates of the shareholders
        2.1.1) The delegate’s official document, as underlined in 1.1
        2.1.2) A certified copy of the registration document or certificate of juristic person and affixed
                 common seal of the company (if any)
   2.2 Proxy holders
        2.2.1) Proxy form, attached with the Notice to the Annual General shareholder’s Meeting, accurately
                  completed together with signatures of the shareholder and the proxy holder
        2.2.2) A certified copy of the registration document or certificate of juristic person and affixed the
                  common seal of the company (if any)
        2.2.3) The proxy holder’s official document, as underlined in 1.1

3. For the non-Thai individual or juristic person shareholder Use the document according to item 1 or 2
   according to the following conditions,
   3.1) copy of the certificate of incorporation and the affidavit issued by an authorized officer of the juristic
        person or regulatory body of the country where the juristic person is domiciled, which certifies the name
        of the juristic person, the person authorized to bind the juristic person, and head office location.
   3.2) The document with the original copy written in the language other than English must be submitted
        together with the English translation. The translation copy must be certified by the juristic person’s
        authorized person.

Voting
        In voting method, one share in entitled to one vote and resolutions of the shareholders’ meeting must
consist of following votes
         (1) On normal circumstance, the resolution shall be resolved according to the majority votes of the
         present shareholders. If the votes are equal on both sides, the meeting chairman shall make the final
         decision.
         (2) In other case which the law or the Company’s regulations state otherwise, it should count on the
         votes of not fewer than three-fourth of the total votes of shareholders who are attending the meeting and
         possess voting rights such the cases as business disposal or acquisition, merger, connected
         transaction items and empowering other persons to manage business on their behalf.
     Directors of the Company shall be elected by the shareholders meeting in accordance with the rules and
procedures as follows :
         (1) One shareholder possesses one voting right for each share held.
         (2) Each shareholder is required to exercise his voting rights in full according to the number of shares
               held (1) to nominate one or several persons as Directors, but may not share his voting rights with
               others.
                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 36
                                                                                Pranda Jewelry Public Company Limited


         (3) Persons with the highest number of votes in descending order will be nominated as Director,
             according to the number of Directors or the requirement to appoint. In the event that a person
             nominated as a Director has the same number of votes as the next nominee, but both nominees
             exceed the number of Directors which the Meeting of Shareholders is required to appoint, the
             Chairman will cast the deciding vote.

        Shareholders are therefore not eligible to split their votes in electing directors according to Article 70
(Cumulative Voting System) of the Public Listed Company Act.

       Decision or resolution of the shareholders meeting shall be made by voting, The shareholder will always
have one vote for one share, regardless of the voting procedure. In case of equality of votes, the chairman of the
meeting shall have a casting vote even though he is not a shareholder of the Company.

        In an event that any shareholder has conflict of interest in any matter to be voted in the meeting, such
shareholder shall not be entitled to vote for that matter, except for casting his/her vote for election of directors of
the Company.

   Procedures on Casting Votes
          The President will explain the procedure for cast votes before the meeting commences. Officers of the
Company shall count and sum up votes on each agenda based on votes indicating in a proxy from upon
registration and/or ballot submitted by the shareholder in the meeting. The Chairman of the meeting shall
announces the results for each item on the agenda before the agenda is finished.




                                    Document for Attending the Annual General Meeting of Shareholders for the year 2011 37
                                                                                Pranda Jewelry Public Company Limited


            Profile of the independent directors whom shareholders can consider as their proxy holders

                          Name - Surname Lt. Jg. Anan Panananda R.T.N.
                          Age                  76 years
                          National             Thai
                          Address              58/63 Soi Navin, Chuapleong Road, Chongnonsri, Yannawa,
 Bangkok, 10120           Present Position  Independent Director / Chairman of the Audit Committee / Chairman
                                                of the Nomination and Remuneration Committee
                                             Retired Government Officer

                         Previous Position  Deputy Director-General of Customs Department
                                             Director of the Sports Authority of Thailand

                                             Director of the Rubber Replanting Aid Fund

                                             Director of Mutual Fund Securities Public Company Limited

                                             Director of ACL Bank Public Company Limited

                                             Advisor of Deputy Finance Minister

                                             Advisor of Finance Minister

                                            Advisor of Deputy Prime Minister

                                            Director of the Thai-German Ceramic Industry Public Company Limited

                                           Advisor of A.J. Plus Public Company Limited.

 Shareholding 70,000 shares or 0.01% (On December 30th, 2011)
 Education  BS. In Civil Engineering, W.P.I., Mass., U.S.A.
              Certificate in Special Course in Project Analysis, U.N. Asian Institute for Economic Development

                and Planning
               Director Management Course, Organized by the Office of the Civil Commission, Class 10

              Senior Executive Development Program (Norborsor1) Class 6, the Office of the Civil Commission

             Certificate, the National Defense College. Class 34

             Certificate, Director Accreditation Program (DAP), Class 23/2004 ,Thai Institute of          Directors
 Association (IOD)
 Position in other enterprises which may cause the conflict of interest - None -
 Legal case(s) - None –
                                                 Attending the Meeting 2011
                                                              Attending the Meeting / Times to attend the Meeting
The Board of Directors                                                                   16/16
Audit Committee                                                                           4/4
Nomination and Remuneration Committee                                                     1/1
                              At this meeting, the proxy director has a stake in Agenda 7

                                    Document for Attending the Annual General Meeting of Shareholders for the year 2011 38
                                                                              Pranda Jewelry Public Company Limited



                            Name - Surname Mr. Verachai Tantikul
                            Age               69 years
                            National          Thai
                            Address           29 Sirintorn Road, Soi 2 Bangplad District, Bangkok, 10700
                            Present Position  Independent Director / Audit Committee
                                               Advisor, the Law of SCG Company Limited

                                               Member of the Board of Taxation under the Revenue Code

                                               Director of the Audit Committee of the Finance Ministry

                                                 Member of the Petroleum Committee under the Petroleum Law

                                              Tax Advisor of the Siam Commercial Bank Public Company Limited

                                               Director of the SCB Life Assurance Public Company Limited

                          Previous Position  The National Legislative Assembly, Thailand.
                                               Director General, the Treasury Department, Ministry of Finance

                                               Director General, the Excise Department, Ministry of Finance

                                               Deputy Permanent Secretary, Ministry of Finance

                                               Inspectors – General, Ministry of Finance

                                               Deputy Director – General, the Revenue Department
                                           th
Shareholding - None - (On December 30 , 2011)
Education LL.M., the University of California, at Berkeley, U.S.A.
           Barrister-at-law, Thai Bar Association

           LL.B (Honors), Thammasat University

            Certificate, National Defense College of Thailand. Class 37

            Senior Executive Development Program of the Office of the Civil Service Commission (OCSC)

              Class 13.
            Certificate of Director Certification Program (DCP), Class 37/2003, Thai Institute of Directors

              Association (IOD)
Position in other enterprises which may cause the conflict of interest - None -
Legal case(s) - None -

                                            Attending the Meeting 2011
                                                        Attending the Meeting / Times to attend the Meeting
   The board of Directors                                                       16/16
   Audit Committee                                                               3/4
                          At this meeting, the proxy director has a stake in Agenda 7


                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 39
                                                                               Pranda Jewelry Public Company Limited


                     Name–Surname Mrs. Sarita Bunnag
                     Age            65 years
                     National Thai
                    Address 128 Ekkamai 10, Soi Charoenmitr, Sukhumvit 63, Phra Khanong Nua,
                                     Wattana District, Bangkok 10110
                   Present Position  Independent Director / Audit Committee
                                        Director of Asian Seafoods Cold Storage Public Company Limited

                                        Specialist to the Board of Directors of Islamic Bank of Thailand

                                        Independent Director and Audit Committee of Amanah Leasing

                                          Public Company Limited
                   Previous Position  Associate Professor (Level 9), Department of Banking and
                                         Finance, Faculty of Commerce & Accountancy Chulalongkorn University.
                                         Audit Committee ITV Public Company Limited

Shareholding - None - (On December 30th, 2011)
Education  B.A. (Accounting), Chulalongkorn University
               M.A. (Finance), Western New Mexico University, U.S.A.

              Certificate of Director Certification Program (DCP), Class 22/2002

             Certificate of Audit Committee Program, (ACP) Class 1/2004

              DCP Refresher Course Class 1/2005

              Monitoring the Quality of Financial Report (MFR) Class 5/2007

              Monitoring the Internal Audit Function (MIA) Class 2/2008,

                Thai Institute of Directors Association (IOD)
              Seminar in “The internal control in Financial Reporting : Value Enhancement Strategy“ by SET



Position in other enterprises which may cause the conflict of interest - None -
Legal case(s) - None -

                                                      Attending the Meeting 2011
                                                      Attending the Meeting / Times to attend the Meeting
 The Board of Directors                                                          16/16
 Audit Committee                                                                  4/4
                           At this meeting, the proxy director has a stake in Agenda 7




                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 40
                                                                 Pranda Jewelry Public Company Limited



            Procedures for Attending the Annual General Meeting of Shareholders 2011

                                         Shareholders of
                                       Pranda Jewelry Pcl.


       Shareholder                                                                  Proxy Grantee


                                                                             Examine the proxy form
    Registration Counter
       of shareholder                                                          Registration Counter
   (Starting at 12.00 Hrs.)                                                     of Proxy Grantee



Identified the private document                                              Identified the proxy form


                               Signing in Registered Document


                                      Getting ballot cards


                                  Attend to the meeting room


                              The Chairman opens the meeting
                                      at 14.00 Hours.


                                    The Chairman proposed
                                   The Agenda by sequence


                                     The officers collect the
                                  ballots/Summarize the voting


                          The Chairman declare the result of voting

                     Document for Attending the Annual General Meeting of Shareholders for the year 2011 41
                                                                               Pranda Jewelry Public Company Limited




                        The Articles of Association related the Meeting of Shareholders
Director
10.      The Company is prohibited from owning or accepting a pledge of its own shares
         (1) The Company may repurchase shares from shareholders who disagree with the resolution of the
               Shareholders’ Meeting which amend the Company’s regulation on voting right and the right to
               receive dividends which shareholders believe that they do not receive justice.
         (2) The Company may repurchase shares for financial operating purpose when the Company has
               excess retained earnings and liquidity. Such stock repurchase does not cause the Company’s
               financial difficulty and shall be approved by the Shareholders’ Meeting except in the case of the
               Company repurchase shares not exceeding 10 percent of total paid-up capital; this will be under
               the Board of Directors’ authority.
         Shares held by the Company as a result of the repurchase are not counted in the quorum of the
         Shareholders’ Meeting, nor the right to vote and the right to receive dividends.
         Shares repurchase, sales of repurchased shares and cancellation of repurchased shares must be
         following the regulations and procedures of the Public Limited Companies Act and the Securities and
         Exchange Law enforcement at that time.
16.     The directors are not required to be the Company’s shareholders.
17.     The board of director shall consist of not less than 5 but not more than 20 directors and not less than half
        of the total directors shall have their permanent residence in the Kingdom and the director shall be
        qualified by law.
18.     The meeting shall appoint the directors on the following criteria and methods:
        (3) A shareholder shall have votes equal to the number of shares held.
        (4) Each shareholder shall vote using all of his/her shares available on (1). Voting for single or several
            individuals to be the directors
        (5) The individuals voted for highest scores in a descending order will be appointed directors
            according to the number of directors so available or required at that time. If the voted individuals in
            the descending order have equal votes which exceeds the number of directors so available or
            required, the chairman shall have a casting vote.
19.     In each annual general meeting, one third of the directors shall retire from office. If the number of
        directors is indivisible into 3 parts, the one nearest to one-third shall prevail. The directors who are
        subject to retire from office in the first and second years following the company registration shall be
        determined by draw lot. As for the subsequent years, the directors who have longest held office shall
        retire from office for the then rotation. The directors retiring by rotation may be reelected in office.
                                   Document for Attending the Annual General Meeting of Shareholders for the year 2011 42
                                                                              Pranda Jewelry Public Company Limited


23.     Any directors may be resolved to retired earlier by the votes of the shareholders’ meeting of not less
        than three-fourth of the shareholders present and entitled to vote, and with aggregate number of shares
        not less than half of the number of shares of the shareholders present and entitled to vote in that
        meeting.

Shareholders’ Meeting
34.     The annual general meeting of shareholders shall be convened by the board of directors within four
        months from the accounting year-end of the Company.

        Any shareholders’ meetings other than that pursuant to the first paragraph convened shall be called
        “Extraordinary Meeting”. The board of directors may convene extraordinary meetings at any time as they
        think fit or the shareholders holding an aggregate number of shares not less than one-fifth of the total
        shares sold or not less than 25 shareholders holding an aggregate number of shares not less than one-
        tenth of the total shares sold gather their names to produce a notice specifying clearly the reason of
        requesting a meeting. The board of directors shall hold the extraordinary meeting as requested by the
        shareholders within 1 month from the receipt of notice of the shareholders.
35.     In holding a shareholders’ meeting, the board of directors shall within not less than 7 days prior to the
        date of meeting send to the shareholders a notice of meeting, including the detailed issues to be
        proposed to the meeting, specifying clearly whether to be informed, approved or considered, as the
        case may be, including the opinions of the board of directors in respect of such issues, and shall
        advertise the date of meeting in newspaper 3 days consecutively for not less than 3 days prior to the
        date of meeting.

        The board of director shall specify the date, time and place for holding the shareholders’ meeting, which
        place must be the location of the headquarters or branch offices or be the province near the
        headquarters or branch offices or be other province the board of directors may think fit.
36.     In the shareholders’ meeting, the number of the shareholders and proxies (if any) present shall not be
        less than 25 persons and the aggregate number of share shall not be less than one-third of the total
        shares sold, or the number of the shareholders and proxies (if any) present is not less than half of the
        total shareholders and the aggregate number of shares is not less than one-third of the total shares sold
        in the event of less than 25 shareholders present, to constitute a quorum.
        If within 1 hour from the time appointed for the shareholders’ meeting a quorum is not constituted, such
        meeting shall be dissolved should it be held for the shareholders, request. If not, the board of directors
        shall reschedule the meeting and send the notice of meeting to the shareholders not less than 7 days
        prior to the date of meeting, prior to the date of meeting, provided that the quorum of the adjourned
        meeting is not required.
                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 43
                                                                            Pranda Jewelry Public Company Limited


37.   In the shareholders’ meeting, a shareholder may give proxy to other individual reaching legal age to
      attend the meeting and vote on his/her behalf. The proxy letter shall specify the date and be signed by
      the shareholder giving proxy, as required by the registrant.
      The proxy letter shall be given to the chairman or his designee at the place of meeting before the proxy
      attends the meeting.

38.   In voting, a share shall have one vote and the resolutions of the shareholders’ meeting shall consist of
      votes as follows:
      (1) In normal circumstances, the majority votes of the shareholders present and voting shall prevail. In
          the case of equality of votes, the chairman shall have one more vote for casting vote.
      (2) For the following circumstances, three-fourth of the total votes of the shareholders present and
          voting shall prevail:
               (a) Selling or transferring the business of the Company, in whole or in essential part, to others;
               (b) Acquiring or being transferred for the business of other company or public company to be
                    the Company’s;
               (c) Making, amendment or cancellation of the contract with respect of rent of the business of
                    the Company, in whole or in essential part;
               (d) Delegating others to handle the Company’s business;
               (e) Merging with other business for the purpose of sharing profit and loss;
               (f) Amendment to the Memorandum of Association or Articles of Association;
               (g) Raising or reducing the Company’s capital or issuance of debentures; and
               (h) Acquisition or dissolution.
39.   The Agenda in the annual general meeting shall include:
      (1) considering the report of operation results of previous year as proposed to the meeting by the
          board of directors;
      (2) considering approval of the balance sheet;
      (3) considering appropriation of profit;
      (4) appointing directors to replace those retiring by rotation; and
      (5) other Agenda.




                                Document for Attending the Annual General Meeting of Shareholders for the year 2011 44
                                                                              Pranda Jewelry Public Company Limited




Accounting, Financing, Auditing and Dividends

40.     The accounting of year of the Company shall commence on let January and terminate on 31st December
        of every year.

41.     The Company shall produce and well maintain the records and have them audited in accordance with
        law with respect thereof and shall produce the balance sheet and profit and loss statement at least once
        every 12-month cycle which is the Company’s accounting period.
        The Company’s books and records shall be made in Thai in accordance with the international
        accounting principle generally accepted in Thailand.

42.     The board of directors shall cause the balance sheet and profit and loss statement to be produced at
        the end of the Company’s accounting period in order to propose to the shareholders’ meeting in the
        annual general meeting for their consideration and approval of the balance sheet and profit and loss
        statement produced during the accounting period to be proposed to and get approval from the
        shareholders’ meeting. The board of directors shall have the auditor complete the audit before
        proposing to the shareholders’ meeting.

43.     The board of directors shall send to the shareholders the following documents together with the notice of
        annual general meeting:
        (1) A copy of audited balance sheet and profit and loss statement together with the audit report of the
            auditor; and
        (2) An annual report of the board of director.

44.     Subject to Article 45, no appropriation of dividends from monies other than profits can be made. No
        dividends distribution can be made should accumulative losses remain.
        The dividends from ordinary shares shall be distributed equally per share by the number of shares.
        The board of directors may from time to time pay interim dividends to the shareholders should they
        consider that the profits are adequate for so doing and shall report to the shareholders in the next
        shareholders’ meeting.
        The dividend payment shall be made within 1 month from the date the shareholders,’ meeting or board
        of directors resolves, as the case may be. Such payment shall be notified in writing to the shareholders
        and be announced in newspaper within 1 month from the date the shareholders’ meeting approves or
        the board of director resolves, as the case may be.
                                  Document for Attending the Annual General Meeting of Shareholders for the year 2011 45
                                                                            Pranda Jewelry Public Company Limited


45.   The Company must set aside part of the annual net profits as reserves not less than 5 percent of the
      annual net profits less carried accumulative losses (if any) until the reserves is not less than 10 percent
      of the registered capital. In addition to the said reserves, the board of director may propose the
      shareholders, meeting to resolve retention of the net profits as other reserves as they may consider
      appropriate for the Company’s operation.

46.   The auditor is authorized to audit the document and any other evidence in respect of income, revenue,
      as well as the Company’s assets and liabilities during the working hours. To this end, the auditor is
      authorized to inquire from the directors, staff members, employees, individuals holding any positions in
      the Company and its representative, including requesting explanation with respect of facts or evidence
      documents in relation to the Company’s operation.




                                Document for Attending the Annual General Meeting of Shareholders for the year 2011 46
                                                Pranda Jewelry Public Company Limited




Map of Pranda Jewelry Public Company Limited




    Document for Attending the Annual General Meeting of Shareholders for the year 2011 47
                                                                                                                                                                         Form A
    Stamp Duty Baht 20
    PROXY FORM
                                                                                                Made at...............................................................................................
                                                                                                Date ................. Month .........................................Year......................

               (1)I (We)........................................................................................................Nationality..........................................................
    Residing at No. ...............................................Road...................................................Sub-District.......................................................
    District..............................................................Province.............................................Postal Code......................................................
               (2) As a shareholder of                                         Pranda Jewelry                                                  Public Company Limited
    Holding a total number of .................................................Shares, with voting rights equivalent to ……………....…………..vote

              (3) Hereby grant
              (1)..........................................................................................Age..............Year Residing at No ............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................or
               (2)..........................................................................................Age..............Year Residing at No ............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................or
              (3)..........................................................................................Age..............Year Residing at No ............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................

    Only one person among them will represent me to attend the meeting and cast votes on my behalf at the annual ordinary general
    meeting in 2010 on April 19, 2012 at 14.00 p.m. at the second floor of the club building of Pranda Jewelry Public Company
    Limited located at No. 28 Soi Bangna-Trad 28, Bangna District, Bangkok or as postponed to other date, time and at other place.


                 Any act (s) undertaken by the proxy at such meeting shall be deeded as my (our) own act (s) in every respects.

                                                                                                (Signed)..............................................................Grantor
                                                                                                          (..........................................................)
                                                                                                (Signed)..............................................................Proxy
                                                                                                         (.............................................................)
                                                                                                Signed)..............................................................Proxy
                                                                                                         (.............................................................)
                                                                                                Signed)..............................................................Proxy
                                                                                                         (.............................................................)
    Remarks
    A shareholder shall grant only one proxy to attend and vote on his/her behalf at the meeting, and cannot divide his/her shares for
    several proxies to vote separately.

                 Stamp Duty Baht 20                                               PROXY FORM                                                                               Form B

                                                                                                             Made at..................................................................................
                                                                                                             Date........................Month.................................Year.............

               (1) I (We) ......................................................................................Nationality...........................................................................
    Resident at No..................................................Road...........................................................Sub-district.................................................
    District...............................................................Province......................................................Postal Code...............................................
             (2) As a shareholder of Pranda Jewelry Public Company Limited
    Holding the total amount of ordinary shares ...................................................... Voting rights equivalent to..................................vote
              (3) Hereby grant
              (1)..........................................................................................Age..............Year Residing at No .............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................or
               (2)..........................................................................................Age..............Year Residing at No ............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................or
              (3)..........................................................................................Age..............Year Residing at No ............................................
    Road....................................................Sub-district ..........................................................District...........................................................
    Province...............................................Postal Code.........................................................or

    Independent Director as proxy :-
       Please mark        1. Lt. Jg. Anan Panananda R.T.N.        Director/Chairman of Audit Committee Age 76 Years
                              Residing at No. 58/63 Soi Navin, Chuapleong Road, Chongnonsri, Yannawa, Bangkok, 10120
       tick  in
       front of the
                    Or  2. Mr Verachai Tantikul                   Director/ Audit Committee             Age 69 Years
       name of one
                              Residing at No. 29 Sirintorn Road, Soi 2 Bangplad District, Bangkok, 10700
       proxy holder Or  3. Mrs. Sarita Bunnag                    Director/ Audit Committee              Age 65 Years
                               Resident at No. 128 Ekkamai 10, Soi Charoenmitr, Sukhumvit 63, Phra Khanong Nua, Wattana
                               District, Bangkok 10110
             Only one person among them will represent me to attend the meeting and cast votes on my behalf at the annual ordinary
    general meeting in 2011 on April 19, 2012 at 14.00 p.m. at the second floor of the club building of Pranda Jewelry Public
    Company Limited located at No. 28 Soi Bangna-Trad 28, Bangna District, Bangkok or as postponed to other date, time and at
    other place.

                 (4) I (we) hereby authorize proxy to vote on my/our behalf at this meeting as follows:-

    Agenda 1 To Consider and adopt the Minutes of the Annual General Meeting of shareholders for 2010, held on April 20th, 2011.
            (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
            (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                    Abstain

    Agenda 2 To acknowledge the Board of Directors’ 2011 Annual Report.
              (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                   Abstain

    Agenda 3 To acknowledge the payment of interim dividends from the profit for period at the nine-month period ended
             30 September 2011.
             (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                   Approve                   Disapprove                       Abstain

    Agenda 4 To consider and approve the Statements of Financial Position and Income Statements the year ending
             December 31st, 2011.
             (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
            (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                  Approve                   Disapprove                    Abstain

    Agenda 5 To consider and approve the earnings allocation and the dividend payment for operation 2011.
              (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                      Abstain

    Agenda 6 To consider and approve the new directors to replace those due to retire by rotation.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-

                 Approve the appointment of the whole directors
                   Approve                   Disapprove                        Abstain

                 The appointment of individual director
                   Lt. Jg. Anan Panananda R.T.N.                Approve                 Disapprove              Abstain
                   Mr. Verachai Tantikul                        Approve                 Disapprove              Abstain
                   Mr. Pramote Tiasuwan                         Approve                 Disapprove              Abstain

    Agenda 7 To consider and approve the remuneration of the Board of Directors for 2012.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                           Disapprove                        Abstain

    Agenda 8 To consider and approve the appointment of the Company’s auditors and to determine their remuneration for 2012.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                           Disapprove                        Abstain

Agenda 9 Others (if any)
    (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
    (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                Approve                            Disapprove                       Abstain

         (5) Voting of the proxy holder in Agenda which is not compliant with what is stipulated in the proxy is considered
inaccurate and not my/our votes as the shareholder.

         (6) If I/We do not specify or clearly specify my/our intention to vote in any Agenda, of if there is any Agenda considered in
the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorized
to consider the matters and vote on my/our behalf as the Proxy deems appropriate

        Any act(s) undertaken by the proxy at such meeting, except the case in which the proxy holder does not vote according
to my/our wish stated in the proxy, shall be deemed as my (our) own act(s) in every respects.


                                                               (Signed)..............................................................Grantor
                                                                         (.............................................................)
                                                               (Signed)..............................................................Proxy
                                                                        (............................................................)
                                                               Signed)..............................................................Proxy
                                                                        (............................................................)
                                                               Signed)..............................................................Proxy
                                                                        (............................................................)



Remarks
1. A shareholder shall grant only one proxy to attend and vote on his/her behalf at the meeting, and cannot divide his/her shares
   for several proxies to vote separately.
2. For Agenda appointing directors, the whole Board of Directors or certain directors can be appointed.
3. In case there is more Agenda to consider at the meeting than those mentioned above, the proxy holder can add in the Annex
   to the Proxy Form as attached.

      Stamp Duty 20 baht                                                                                                                                                   Form C
                                                                                      Proxy Form C
                         The form used specially for foreign shareholders and those who appoint custodians in Thailand
                                                                                                         Made at ................................................................................
                                                                                                         Date...................Month..............................Year....................
           (1) I (We)..........................................................................................................................................................................
Office located at No. ...................................................Road......................................................Sub-district.........................................
District..........................................................................Province.................................................Postal Code.......................................
As the custodian to...............................................................................................................................................................................
Shareholder of...............................................................................................................................................Public Company Limited
Holding a total of ............................................................shares and voting equivalent to...................................................votes

          (2) Hereby grant
               (1)....................................................................................Age..............Year Residing at No ............................................
Road....................................................Sub-district ..........................................................District...........................................................
Province...............................................Postal Code.........................................................or
           (2)..........................................................................................Age..............Year Residing at No ............................................
Road....................................................Sub-district ..........................................................District...........................................................
Province...............................................Postal Code.........................................................or
          (3)..........................................................................................Age..............Year Residing at No ............................................
Road....................................................Sub-district ..........................................................District...........................................................
Province...............................................Postal Code.........................................................

         Only one person among them will represent me to attend the meeting and cast votes on my behalf at the annual ordinary
general meeting in 2011 on April 19, 2012 at 14.00 p.m. at the second floor of the club building of Pranda Jewelry Public
Company Limited located at No. 28 Soi Bangna-Trad 28, Bangna District, Bangkok or as postponed to other date, time and at
other place.

              (3) I/we hereby authorize to Proxy to vote on my/our behalf in this meeting as follows:-
                   Grant proxy equivalent to the total number of shares for which I/we am/are entitled to cast the votes
                   Grant partial proxy as follows:-
                        Ordinary shares.........................share(s) for which I/we am/are entitled to cast the votes.......................votes
                        Preferred shares........................share(s) for which I/we am/are entitled to cast the votes.....................votes
                               Total voting rights.......................................................................votes

                          (4) I/we hereby authorize to Proxy to vote on my/our behalf in this meeting as follows:-

     Agenda 1 To consider and adopt the Minutes of the Annual General Meeting of shareholders for 2010, held on
              April 20th , 2011.
          (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
          (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                   Abstain




    Agenda 2 To acknowledge the Board of Directors’ 2011 Annual Report.
              (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                   Abstain
    Agenda 3 To acknowledge the payment of interim dividends from the profit for period at the nine-month period ended
             30 September 2011.
             (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                   Approve                  Disapprove                        Abstain
    Agenda 4 To consider and approve the Statements of Financial Position and Income Statements for the year ended December
    31st , 2011.
                (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
               (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                     Approve                   Disapprove                    Abstain
    Agenda 5 To consider and approve the earnings allocation and the dividend payment for operation 2011.
              (A) The Proxy may consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
             (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                   Disapprove                      Abstain
    Agenda 6 To consider and approve the new directors to replace those due to retire by rotation.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                 Approve the appointment of the whole directors
                   Approve                   Disapprove                        Abstain
                 The appointment of individual director
                   Lt. Jg. Anan Panananda R.T.N.              Approve                   Disapprove              Abstain
                   Mr. Verachai Tantikul                      Approve                   Disapprove              Abstain
                   Mr. Pramote Tiasuwan                       Approve                   Disapprove              Abstain
    Agenda 7 To consider and approve the remuneration of the Board of Directors for 2012.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                           Disapprove                        Abstain
    Agenda 8 To consider and approve the appointment of the Company’s auditors and to determine their remuneration for 2012.
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
        (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
                    Approve                           Disapprove                        Abstain
    Agenda 9 Others (if any)
        (A) The Proxy is allowed to consider the matters and vote on my/our behalf as the Proxy deems appropriate in al respects
          (B) The Proxy may consider the matter and vote on my/our behalf as follows:-
              Approve                       Disapprove                                 Abstain





             (5) Voting of the proxy holder in Agenda which is not compliant with what is stipulated in the proxy is considered
     inaccurate and not my/our votes as the shareholder.
             (6) If I/We do not specify or clearly specify my/our intention to vote in any Agenda, of if there is any Agenda considered in
    the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorized
    to consider the matters and vote on my/our behalf as the Proxy deems appropriate

            Any act(s) undertaken by the proxy at such meeting, except the case in which the proxy holder does not vote according
    to my/our wish stated in the proxy, shall be deemed as my (our) own act(s) in every respects.

                                                                            (Signed)..............................................................Grantor
                                                                                     (..........................................................)
                                                                            (Signed)..............................................................Proxy
                                                                                    (............................................................)
                                                                            Signed)..............................................................Proxy
                                                                                   (.............................................................)
                                                                            Signed)..............................................................Proxy
                                                                                   (.............................................................)

    Remarks
              1. This proxy form C is applicable only in the case that shareholders whose names appear in the book registration are
    foreign investors and appoint custodians in Thailand.

             2. Document needed to be enclosed with the proxy as follows:-
                (1) Power of Attorney from the shareholders to custodian to sign in the proxy on his/their behalf
                (2) Confirmation that signatory in the proxy form is licensed custodian.

             3. A shareholder shall grant only one proxy to attend vote on his/her behalf at the meeting, and cannot divide his/her
    shares for several proxies to vote separately.
             4. Agenda appointing the directors allow the appointment of the whole directors or certain directors.
             5. In case there are more Agenda raised in the meeting than those mentioned above, the Proxy is entitled to add in the
    Annex in the Proxy Form C as attached.

                                                                                           Memo
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