Enclosure 2 (Translation) Asiasoft Corporation Public Company Limited Minutes of the Annual General Meeting of Shareholders year 2014 29 April 2014, at 2.00 pm. The Swissotel Le Concorde Bangkok Hotel, 2nd Floor, Salon A Room, No.204 Ratchadapisek Road, Huay Kwang, Bangkok 10320 _____________________________________ List of Directors who attended the Meeting: 1. 2. 3. 4. 5. Mr. Tan Tgow Lim Mr. Pramoth Sudjitporn Mr. Lertchai Kanpai Mr. Surasak Khaoroptham Mr. Chalermphong Jitkuntivong 6. Mrs. Monluedee Sookpantarat 7. Mr. Thanwa Laohasiriwong Chairman of the Board of Directors Vice Chairman and CEO Director Director Independent Director and Chairman of the Audit Committee Independent Director and Audit Committee Member Independent Director and Audit Committee Member List of Executives who attended the Meeting: 1. 2. 3. 4. 5. 6. Mr. Kenny Goh Mr. Kittipong Pruckasa-aroon Mr. Chatchawan Triamvicharnkul Mr. Vinai Vimukti Miss. Yupin Chanmathikornkul Miss. Wansika Chuachatchai CFO Deputy Managing Director Deputy Managing Director Deputy Managing Director Human Resources Director Assistant Marketing Director List of representative from EY Office Limited, the auditor: 1. Miss. Thanyaluk Suenitikul 2. Mr. Natthawut Santipet Partner Manager Preliminary Proceedings: Mr. Chalermchai Duphatsakul, Company Secretary, informed the Meeting that there were a total of 131 Shareholders attending the Meeting in person and by proxy (73 shareholders in person and 58 shareholders by proxy) holding an aggregate of 208,451,177 shares representing 67.80 percent of the total paid-up shares of Company (307,407,762 shares). Noted Before voting in Agenda 3, Mr. Chalermchai Duphatsakul informed the Meeting that there were 38 shareholders attended the Meeting in person and by proxy (27 shareholders in person and 11 shareholders by proxy) holding an aggregate of 2,509,910 shares, so there were a total of 169 Shareholders attending the Meeting in person and by proxy (100 shareholders in person and 69 shareholders by proxy) holding an aggregate of 210,961,087 shares representing 68.62 percent of the total paid-up shares of Company (307,407,762 shares) and before voting in Agenda 8, Mr. Chalermchai Duphatsakul informed the Meeting that there were 3 shareholders attended the Meeting in person and by proxy (1 shareholders in person 1 and 2 shareholders by proxy) holding an aggregate of 17,800 shares, so there were a total of 172 Shareholders attending the Meeting in person and by proxy (101 shareholders in person and 71 shareholders by proxy) holding an aggregate of 210,978,887 shares representing 68.63 percent of the total paid-up shares of Company (307,407,762 shares) and during the Agenda 9, Mr. Chalermchai Duphatsakul informed the Meeting that there were 2 shareholders attended the Meeting in person and by proxy (1 shareholders in person and 1 shareholders by proxy) holding an aggregate of 16,100 shares, so there were a total of 174 Shareholders attending the Meeting in person and by proxy (102 shareholders in person and 72 shareholders by proxy) holding an aggregate of 210,994,987 shares representing 68.64 percent of the total paid-up shares of Company (307,407,762 shares) Mr. Tan Tgow Lim, Chairman of the Board was the Chairman of the Meeting. The Chairman announced that as there were shareholders present in persons and by proxies, which was not less than 25 shareholders and more than one-third of the total paid-up shares, a quorum was thus constituted. The Chairman opened the meeting and then requested Mr. Chalermchai Duphatsakul, Company Secretary to conduct the Meeting. Mr. Chalermchai Duphatsakul explained about the voting method to the Meeting that one share represents one vote and if any shareholder wished to abstain or object to the vote, please complete the ballot and raise his/her hand, the Company’s representative will collect them for further concluding the votes. If the shareholder does not object to or abstain on the vote, it then means that he/she approve the matter. Subsequently, Mr. Chalermchai Duphatsakul considered the agenda as follows:1. To adopt the Minutes of the Shareholders’ Annual General Meeting of 2013 Mr. Chalermchai Duphatsakul proposed the Meeting to adopt the Minutes of the Shareholders’ Annual General Meeting of 2013 held on 26 April 2013 as attached to the invitation letter of this Meeting sent to shareholders before the Meeting to be considered and adopted. Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise any question before voting. There was no question from the shareholders. After consideration, the Meeting unanimously resolved as follows: RESOLVED: THAT the Minutes of the Shareholders’ Annual General Meeting of 2013 held on 26 April 2013, be adopted. The voting as follows: - Approved 208,451,177 votes or 100% - Disapproved 0 vote or 0% - Abstained 0 vote or 0% 2. To acknowledge the Company’s operating results for the Year 2013 Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy Managing Director of Company, to report the Company's operating results for the Year 2013 to the Meeting for acknowledged. Mr. Chatchawan Triamvicharnkul reported the Company's operating results for the year 2013 to the Meeting. 2 Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise any question. There were questions from shareholders about the matter in the Statements of Financial Position and the Statements of Comprehensive Income, Mr. Chatchawan Triamvicharnkul told the shareholders that the questions shall answer in Agenda 3 to approve the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013. The Meeting acknowledged the Company’s operating results for the year 2013. 3. To approve the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013 Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy Managing Director, to report the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013 to the Meeting. Mr. Chatchawan Triamvicharnkul reported the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013 and answered the questions to the Meeting. Mr. Chalermchai Duphatsakul proposed the Meeting to consider and approve the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013 which has been reviewed by the Audit Committee and audited by the certified public accountant without qualifying opinion and sent to the shareholders together with the invitation letter before the Meeting. Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise any question before voting. After consideration, the Meeting unanimously resolved as follows: RESOLVED: THAT the Statements of Financial Position and the Statements of Comprehensive Income for the year 2013, be approved. The voting as follows: - Approved 210,961,087 votes or 100% - Disapproved 0 vote or 0% - Abstained 0 vote or 0% 4. To approve no annual dividend payment for acknowledgement of the interim dividend payment the year 2013 and Mr. Chalermchai Duphatsakul reported the no annual dividend payment for year 2013 and acknowledgement of the interim dividend payment to the Meeting summarized as follows: The board of directors considers that the shareholders meeting should approve no annual dividend payment for the year 2013 for operations from 1 October 2013 to 31 December 2013 in order to reserve cash for working capital, and acknowledge the interim dividend payment that the Company has paid from the first three quarter of year 2013 as follows: 3 1) The first quarter of year 2013, the Company has paid the interim dividend at 0.15 Baht per share on 10 June 2013 2) The second quarter of year 2013, the Company has paid the interim dividend at 0.20 Baht per share on 11 September 2013, and 3) The third quarter of year 2013, the Company has paid the interim dividend at 0.10 Baht per share on 9 December 2013 The total interim dividend of year 2013 was 0.45 Baht per share. In this regard, there is no required appropriation of the profit to the legal reserve due to the legal reserve has already reached 10% of the registered capital. Mr. Chalermchai Duphatsakul requested the Meeting to consider and approve no annual dividend payment for the year 2013 and acknowledge the interim dividend payment and asked the shareholder whether anyone wishes to raise any question before voting. There was no question from the shareholders. After consideration, the Meeting resolved as follows: RESOLVED: THAT no annual dividend payment for the year 2013 and acknowledge the interim dividend payment, be approved as follows: 1) Not to appropriate the profit for legal reserve due to that the legal reserve has already reached to the requirement of the law. 2) Approved no annual dividend payment for the year 2013 for operations from 1 October 2013 to 31 December 2013 3) Acknowledged the interim dividend payment that the Company has paid from the first three quarter of year 2013 in the amount of 0.45 Baht per share. The voting as follows: - Approved 210,952,087 votes or 99.996% - Disapproved 9,000 vote or 0.004% - Abstained 0 vote or 0% 5. To elect directors to replace those who retired by rotation Mr. Chalermchai Duphatsakul informed the Meeting that according to the Articles of Association of the Company, at every Annual General Meeting of Shareholders, one-third of the directors shall be retired by rotation. If the number of directors is not a multiple of three, the number of directors closest to one-third vacate their offices. Directors who have to vacate their offices during the first and second year after the Company has been registered shall be decided by drawing of names. For the successive years, directors who have been in offices for the longest shall retire from their offices. A retiring director is eligible for reelection. For this Annual General Meeting of Shareholders year 2014, there are 3 directors who shall retire by rotation, namely: 1. Mr. Pramoth Sudjitporn 2. Mr. Lertchai Kanpai 3. Mr. Thanwa Laohasiriwong Vice Chairman Director Director, Independent Director and the Audit Committee Member Mr. Chalermchai Duphatsakul further informed the Meeting that for this Meeting the Company invited the shareholders to propose qualified candidate to be nominated as the 4 Company's director on website of the Company since 18 December 2013 to 17 February 2014 but no shareholders proposed qualified candidate to be nominated as the Company's director. The Board of Directors had resolution to propose the Meeting to appoint Mr. Pramoth Sudjitporn, Mr. Lertchai Kanpai and Mr. Thanwa Laohasiriwong to be director for another term and requested the Meeting to vote for the appointment individually. Mr. Chalermchai Duphatsakul requested the Meeting to consider and appoint directors to replace those who retired by rotation and asked the shareholder whether anyone wishes to raise any question before voting director individually. There was no question from shareholders. After consideration, the Meeting voted directors to replace those who retired by rotation individually and resolved as follows: RESOLVED: THAT Mr. Pramoth Sudjitporn, Mr. Lertchai Kanpai and Mr. thanwa Laohasiriwong were appointed as the Company’s directors for another term. The details of voting for each director are as following: (1) Ms. Pramoth Sudjitporn - Approved 210,952,087 votes or 99.996% - Disapproved 0 vote or 0% - Abstained 9,000 vote or 0.004% (2) Mr. Lertchai Kanpai - Approved 210,952,087 votes or 99.996% - Disapproved 0 vote or 0% - Abstained 9,000 vote or 0.004% (3) Mr. Thanwa Laohasiriwong - Approved 210,952,087 votes or 99.996% - Disapproved 0 vote or 0% - Abstained 9,000 vote or 0.004% 6. To approve the directors’ remuneration Mr. Chalermchai Duphatsakul informed the Meeting that the Board of Directors considered and recommended that the directors' remuneration that approved by the Annual General Shareholders' Meeting for the year 2013, held on 26 April 2013 were appropriated. The Meeting should approve the directors' remuneration at the current rate as follows: Board of Directors would receive the monthly remuneration as follows: The Chairman of Board of Directors30,000 Baht per month Board of Directors Member 20,000 Baht per month Audit Committee would receive the meeting allowance as follows: The Chairman of Audit Committee 40,000 Baht per times Audit Committee Member 30,000 Baht per times In this connection, any director being the company’s employee shall receive the directors’ remuneration in addition to his salary as employee with the effective since 1 May 2014. Mr. Chalermchai Duphatsakul requested the Meeting to consider and approve directors' remuneration and asked the shareholder whether anyone wishes to raise any question before voting. 5 There was no question from the shareholders. After consideration, the Meeting resolved as follows: RESOLVED: THAT the director’s remuneration, be approved as the proposed with the effective since 1 May 2014. The voting as follows: - Approved 210,952,087 votes or 99.996% - Disapproved 0 vote or 0% - Abstained 9,000 vote or 0.004% 7. To appoint the Auditors and determine the audit fee for the year 2014 Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy Managing Director, to present the details of the appointment of the auditors and determine the audit fee for the year 2014 to the Meeting. Mr. Chatchawan Triamvicharnkul informed the Meeting that base on the recommendation from Audit Committee, the Board recommends that Shareholders should appoint the Auditors for the year 2014 as follows: Miss Supannee Triyanantakul CPA License No. 4498 and/or Miss Siraporn Ouaanunkun CPA License No. 3844 and/or Miss Waraporn Prapasirikul CPA License No. 4579, auditors from EY Office Limited as the Company’s auditors for the year 2014 of which anyone of them is authorized to audit, review and express opinion for the Company’s Financial Statements. In the event those auditors are unable to perform their duties, EY Office Limited is authorized to assign another of its auditors to perform the audit and express an opinion on the Company’s financial statements in their place with the audit fee in the amount of Baht 1,650,000 (audit fee for the Company is 1,490,000 Baht and the fee for review non-EY of Subsidiaries is 160,000 Baht that will be charged Subsidiaries by the Company) (the audit fee for the year 2013 was Baht 1,520,000 that was divided into the audit fee for the Company 1,360,000 Baht and the fee for review non-EY of Subsidiaries 160,000 Baht which was charged Subsidiaries by the Company already). In addition, if there are any tasks arising other than the audit tasks, Shareholders should authorized the Board of Directors to determine the extraordinary expenses on case by case basis. In this regard, the proposed auditors shall not have interest or business relationship with the Company and/or Subsidiaries and/or Management and/or Major Shareholders including their related persons, which would affect to the independence of their performing. Mr. Chalermchai Duphatsakul requested the Meeting to consider and appoint the Auditors and determine the audit fee for the year 2014 and asked the shareholder whether anyone wishes to raise any question before voting. There was no question from the shareholders. After consideration, the Meeting resolved as follows: 6 RESOLVED: THAT the proposed auditors be appointed to be auditor of the Company for the year 2014 and approved the audit fee as proposed and authorized the Board of Directors to determine the extraordinary expenses if there are any tasks arising other than the audit tasks on case by case basis. The voting as follows: - Approved 210,952,087 votes or 99.996% - Disapproved 0 vote or 0% - Abstained 9,000 vote or 0.004% 8. To ratify the investment in the Level Up!, Inc. Mr. Chalermchai Duphatsakul informed the Meeting that according to the Company has invested 100% in Level Up!, Inc. ,that incorporated in Philippines, of the issued and outstanding capital stock of Level Up!, Inc. by purchasing from existing shareholders, which are 13,853,085 class A common shares with par value of PHP 10.00 per shares and 2,000,000 class B common shares with par value of PHP 0.01 per shares, total amount of 15,853,085 common shares, at the total amount of USD 4,200,000. Both classes of shares have the same rights even though each class has a different par value. The details of this transaction were appeared on the notice which the Company informed to the Stock Exchange of Thailand on 5 and 7 February 2014. This transaction was finished since 11 March 2014. Due to the Public Limited Company Act, B.E.2535 Section 107(2)(b) specified that the purchase or acceptance of transfer of the business of other companies or private companies by the company shall have a vote of not less than three-fourth of the total number of votes of shareholders who attend the meeting and have the right to vote. Thus, in order to comply with the provision of Public Limited Company Act, B.E.2535, Section 107, the shareholders meeting should ratify this transaction. Mr. Chalermchai Duphatsakul requested the Meeting to ratify the investment in the Level Up!, Inc. and asked the shareholder whether anyone wishes to raise any question before voting. There was no question from the shareholders. After consideration, the Meeting resolved as follows: RESOLVED: THAT the investment in Level Up!, Inc. be approved as the proposed in all respect. The voting as follows: - Approved 210,978,887 votes or 100% - Disapproved 0 vote or 0% - Abstained 0 vote or 0% 9. Others, if any Mr. Pramoth Sudjitporn informed the Meeting about the new MOBA game that is Heroes of the Storm, and will be launched within year 2014 and will be launched in SEA servers. Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise any question or propose any agenda for further consideration. 7 There were additional questions from shareholders about the Company's operating results and the Company’s strategy in year 2014, Mr. Pramoth Sudjitporn had explained the questions until shareholders satisfied. There was neither additional question nor proposal from the shareholders. The Chairman thanks you shareholders and declared the Meeting closed at 3.35 pm. …………………….. (Mr. Tan Tgow Lim) Chairman of the Meeting Certified that true and correct ………………………………………………….. (Mr. Pramoth Sudjitporn) (Mr. Lertchai Kanpai) Director Director 8
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