Dividend Policy and Payment

Dividend Payment Policy of the Company

The Board of Directors may consider the annual dividend payment of the Company. This must be approved at the Shareholders' Meeting unless it is an interim dividend payment which the Board of Directors has the authority to approve a dividend payment from time to time when the Board of Directors deems that the Company has appropriate profits to do so. The Board of Directors shall report such interim dividend payment to the next shareholders’ meeting.

The Company has a policy to pay dividend to shareholders at least 2 times a year with the total amount of not less than 50% of the net profit according to the consolidated financial statements of the Company after the deduction of all types of reserves required by the Company’s Article of Association and laws. Such dividend payment shall not over the retained earnings of the Company’s financial statements. The Board of Directors will consider a dividend payout by considering various factors for the benefit of shareholders, such as economic conditions, operating results, financial position, cash flow, investment plan, reserves for future investments, reserves for loan payments, or as working capital within the Company. The conditions and restrictions specified in the loan agreement and the dividend payment do not significantly affect the normal business operations of the Company as the Board of Directors deems appropriate or suitable.

Dividend Payment Policy of the Subsidiaries

The Board of Directors of the subsidiaries may consider the annual dividend payment of the subsidiaries. This must be approved at the Shareholders' Meeting of the subsidiaries unless it is an interim dividend payment which the Board of Directors of the subsidiaries have the authority to approve a dividend payment from time to time when the Board of Directors of the subsidiaries deems that the subsidiaries have appropriate profits to do so. The Board of Directors of the subsidiaries shall report such interim dividend payment to the next shareholders’ meeting of the subsidiaries.

The subsidiaries have a policy to pay dividend to shareholders at least 2 times a year with the total amount of not less than 50% of the net profit according to the consolidated financial statements of the subsidiaries after the deduction of all types of reserves required by the subsidiaries’ Article of Association and laws (in the case that the subsidiaries do not have a consolidated financial statement, they will consider paying dividends from the separate financial statements of such subsidiaries). Such dividend payment shall not over the retained earnings of the subsidiaries’ financial statements. The Board of Directors the subsidiaries will consider a dividend payout by considering various factors for the benefit of shareholders, such as economic conditions, operating results, financial position, cash flow, investment plan, reserves for future investments, reserves for loan payments, or as working capital within the subsidiaries. The conditions and restrictions specified in the loan agreement and the dividend payment do not significantly affect the normal business operations of the subsidiaries as the Board of Directors of the subsidiaries deems appropriate or suitable.

PT Thai Union Kharisma Lestari (TUKL), subsidiary of the Company, has entered into loan agreement with financial institute for plant construction, purchasing machine, and working capital of TUKL. This loan agreement has a condition that during the balance of the loan under this agreement, TUKL agrees not dividend payment or return the funds or assets to the shareholders and/or directors of TUKL (please consider the details of the loan agreement of TUKL).