IRPC Public : Shareholders meeting's resolution

-Translation-

Pres. 137 / 2020

3 July 2020

SubjectResolutions of the 2020 Annual General Meeting of Shareholders

To

President

The Stock Exchange of Thailand

IRPC Public Company Limited "the Company" held the 2020 Annual General Meeting of Shareholders "AGM" on 3 July 2020 at 9.30 hrs. at Meeting Rooms of Building B and Meeting Rooms of Building C, Energy Complex, located at 555/2-3, Vibhavadi Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900. The shareholders' resolutions are as follows:

1. Acknowledged the Company's 2019 operating results and approved the Company's 2019 financial statements by the majority vote of the shareholders who were present at the meeting and cast their votes as follows:

Approved	12,451,903,473 Votes, or	100.00 Percent
Disapproved	0 Votes, or	0.00 Percent
Abstained	2,131,100 Votes
Invalid	0 Votes

2. Acknowledged the interim dividend payment of operating results of year 2019 at the rate of

0.10 Baht per share, amounting to approximately 2,043 million Baht, which was paid to the shareholders on 24 April 2020. There are no additional dividends shall be paid for the operating results of the Year 2019.

3. Approved the appointment of an auditor with the auditor's fee of 2020. Details are as follows:

• 3.1 Appointed auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (Deloitte) as auditor for 2020, for the third consecutive year. The auditors' names are as follows:

  • (1) Mr. Mongkol Somphol CPA No. 8444, or

    (Being the signature on the 2019 Company's financial statements)

  • (2) Mr. Kiatniyom Kuntisook CPA No. 4800, or

    (Never being a signature on the Company's financial statements)

  • (3) Mr. Wonlop Vilaivaravit CPA No. 6797

    (Never being a signature on the Company's financial statements)

• 3.2 Approved the auditor's fee of 2020 at 3,100,000 Baht (the same as for 2019); excluding miscellaneous expenses, travelling expenses, etc., which shall not exceed 120,000 Baht as a general practice.

The shareholders' meeting passed the above resolutions by the majority vote of the shareholders who were present at the meeting and cast their votes as follows:

Approved	11,289,976,591 Votes, or	90.66 Percent
Disapproved	1,163,801,082 Votes, or	9.34 Percent
Abstained	256,900 Votes
Invalid	0 Vote

4. Approved amendments to the company's article of association no. 22 and no. 24, which details are as follows:

• 4.1 Amend to the company's article of association, no. 22 [amending the job title of the highest management position from "President" to be "President and Chief Executive Officer"] and;

• 4.2 Amend to the company's article of association, no. 24 [adding details of teleconference through electronic devices in accordance with the Emergency Decree On Electronic Meetings, B.E. 2563 (2020)]

The shareholders' meeting passed the above resolutions by the majority vote, which was not less than three-fourths (3/4) of the total number of votes of the shareholders present at the meeting and eligible to vote as follows:

Approved	12,438,940,658 Votes,	or	99.88	Percent
Disapproved	14,918,215 Votes,	or	0.12	Percent
Abstained	195,700 Votes	or	0.00	Percent
Invalid	0 Votes	or	0.00	Percent

5. Approved the board of directors' remunerations for 2020 as follows:

5.1 Monthly fee and meeting allowance for 2020.

Approved a monthly fee and a meeting allowance of directors' remuneration for 2020 at the same rate as for 2019 as per the following details:

(1) Board of directors: Consisting of 15 directors. The monthly fee and a meeting allowance will be paid as follows:

Monthly Fee	Meeting Allowance (per attendance)	Other Benefits
Chairman	Baht 60,000	Baht 60,000	None
Director	Baht 45,000	Baht 45,000	None

(2) Sub -committees: Consisting of Audit Committee, Nomination and Remuneration

Committee, Corporate Governance Committee, and Risk Management Committee, including other sub- committees, which may be later appointed. The meeting allowance for Sub-committees will be paid as follows:

Monthly Fee	Meeting Allowance (per attendance)	Other Benefits
Chairman of the Sub-committee	None	Baht 60,000	None
Director	None	Baht 45,000	None

5.2 Directors' Bonus for the 2019 performance.

Approved no bonus payment for the performance of the year 2019 to the Directors.

The shareholders' meeting passed the above resolution by the majority vote, which was not less than two-thirds (2/3) of the total number of votes of the shareholders who were present at the meeting as follows:

Approved	12,453,986,042 Votes, or	100.00 Percent
Disapproved	255,000 Votes, or	0.00 Percent
Abstained	232,140 Votes or	0.00 Percent
Invalid	0 Votes or	0.00 Percent

6. Approved the election of 5 directors in replacement of those who were due to retire by rotation by the majority vote of the shareholders who were present at the meeting and cast their votes as follows:

6.1 Mr. Woothisarn Tanchai; re-elected to be an Independent Director for another term.

Approved	12,347,036,705 Votes, or	99.14 Percent
Disapproved	107,272,477 Votes, or	0.86 Percent
Abstained	180,100 Votes
Invalid	0 Votes

6.2 Mr. Somnuk Bomrungsalee; re-elected to be an Independent Director for another term.

Approved	11,502,616,213 Votes, or	92.363 Percent
Disapproved	951,692,969 Votes, or	7.64 Percent
Abstained	180,100 Votes
Invalid	0 Votes

6.3 Mr. Anusorn Sangnimnuan; re-elected to be an Independent Director for another term.

Approved	12,354,151,593 Votes,	or	99.20 Percent
Disapproved	100,157,589 Votes,	or	0.80 Percent
Abstained	180,100 Votes
Invalid	0 Votes

6.4 Mr. Ekniti Nitithanprapas; re-elected to be a Director for another term.

Approved	12,348,357,991 Votes,	or 99.15 Percent
Disapproved	105,846,191 Votes,	or 0.85 Percent
Abstained	280,100 Votes
Invalid	5,000 Votes
4/5

6.5 Mr. Jumpol Sumpaopol; re-elected to be an Independent Director for another term.

Approved	12,433,010,681 Votes, or 99.83 Percent
Disapproved	21,198,501 Votes, or 0.17 Percent
Abstained	280,100 Votes
Invalid	0 Votes
Please be informed accordingly.
Yours sincerely,
- Noppadol Pinsupa-
(Mr. Noppadol Pinsupa)
President and Chief Executive Officer