Thai Union Public : Resolutions of the Board of Directors - Setup AGM and the amendment the Company's Articles of Association and Company's Memorandum

	(Translation)
Ref. 20/630811
	11th August, 2020
Re:	The amendment to Articles of the Company's Articles of Association and set up 2020 Annual General
	Meeting of Shareholders Date including Agendas.
To:	President of The Stock Exchange of Thailand

Thai Union Group Public Company Limited (TU) would like to pass the resolutions of the Board of Directors' Meeting No.5/2020 held on 11th August 2020 are as follows;

1. Approval of the 2020 Annual General Meeting of Shareholders (AGM) on Wednesday, 16th September 2020 at 2.00pm. at Ballroom Room, 4th Floor, Intercontinental Bangkok, Ploenchit Road, Bangkok.
2. Approval of the record date on which shareholders have the rights to attend the 2020 AGM will be on Wednesday, 26th August 2020.
3. Approval of the agendas of the 2020 AGM are as follows;
   Agenda 1) To certify the Minutes of the Annual General Meeting of Shareholders for 2019 held on April 5, 2019.
   Agenda 2) To consider and acknowledge the Company' annual report and the operational results for year 2019.
   Agenda 3) To consider and approve the financial statements for the fiscal year ended 31st December 2019 and report of independent auditor.
   Agenda 4) To consider and approve the allocation of net profit for 2019's operational results including acknowledge twice of the interim dividend payment.

		Details of Dividend Payment	Payment date	Year 2019
1.	Net Profit (Million Baht)		3,815.88
2.	Number of Shares as of 31 December		4,771,815,496
3.	Total Dividend Payment per share (Baht)		0.47
	3.1	Interim Dividend #1 (Baht:Share)	3 September 2019	0.25
	3.2	Interim Dividend #2 (Baht:Share)	22 April 2020	0.22
	3.3	Annual Dividend (Baht:Share)	Complete as	-
			proposed
4.	Total Dividend Amount (Million Baht)		2,242.75
5.	Dividend Payout Ratio (Percentage)		58.77

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Agenda 5) To consider and approve the election of the Company's directors.

The Nomination and Remuneration Committee proposed the Annual General Meeting of Shareholders to approve the directors replacing directors who are due to retire by rotation as follows;

	Name of Director	Type of Directorship	Remarks
1. Mr. Thiraphong Chansiri	President & CEO	Continue one more term
2.	Mr. Chuan Tangchansiri	Executive Director	Continue one more term
3.	Dr. Thamnoon Ananthothai	Independent Director	Continue one more term
		Chairman of Nomination and
		Remuneration Committee
		Member of Audit Committee
		Member of Risk Management
		Committee
4.	Mr. Nart Liureon	Independent Director	Continue one more term
		Member of Audit Committee

Agenda 6) To consider and approve the remuneration of the Board members for year 2020 and the

directors' bonus based on the 2019 operational results.

The Nomination and Remuneration Committee proposed the Annual General Meeting of Shareholders to approve the remuneration of the directors and sub-committees, which is equal to that of the previous year and bonus for directors at rate of 0.5% dividend or equal Bt11,213,766 and determined bonus for Chairman of the Board two times of the bonuses paid to the directors. Bonus for Directors will be paid on 18th September 2020.

Agenda 7) To consider and approve the appointment of the Company's auditor and fix the auditing fee

for year 2020.

The Audit Committee proposed the Annual General Meeting of Shareholders to approve the appointment of the Price Water House Coopers ABAS Limited is an independent auditor of

the Company for the Year 2020 as namely;
1.	Mr. Pongthavee Ratanakoses	CPA # 7795 or
2.	Mr. Chanchai Chaiprasit	CPA # 3760 or
3.	Ms. Amornrat Pearmpoonvatanasuk	CPA # 4599
	Detail (baht)		Year 2019	Year 2020	Increase
The annual audit fee		1,874,225	1,930,451	56,226
The quarterly review of the interim (altogether 3 quarters)	1,049,580	1,081,068	31,488
The special audit fee of BOI-Non BOI financial statements	90,000	100,000	10,000

Agenda 8) To consider and approve the amendment to Articles 24, 25, 27 and 31 of the Company's Articles of Association.

In order to be in compliance with the law, amendment to the Company's Articles of

Association has been proposed to conform and fit with the current law including the

Company's management and current circumstances of business as follows:

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Articles	Current wording	Proposed amendment
24.	At the Meeting of the Board of Directors, there	At the meeting of the board of directors, whether
	shall be directors attending the meeting not less	attending in person or by electronic means, there
	than half of the Board of Directors in order to	shall be directors attending the meeting not less
	constitute a quorum. In case that the Chairman	than half of the board of directors in order to
	constitute a quorum. In case that the chairman is
	is absent or in unable to discharge its duties,
	absent or in unable to discharge its duties, deputy
	deputy chairman	shall conduct a meeting in
	chairman shall conduct a meeting in his/her
	his/her capacity as chairman. In case deputy
	capacity as chairman. In case deputy chairman is
	chairman is absent or unable to execute the said
	absent or unable to execute the said duty, meeting
	duty, meeting members shall elect a director to	members shall elect a director to act as chairman.
	act as chairman.
	Final decision shall rest with majority vote.	In an electronic meeting, the person having the
			duty to organize the meeting shall;
	Each director shall have one vote. Director who	(1) make an arrangement for attendees to identify
	has directs or	indirect interest of the
	themselves to join the meeting through electronic
	considering matter is not allowed to exercise
	means prior to join the meeting;
	his voting right. In case of an equality of votes,
	the Chairman shall have a casting vote.	(2) enable attendees to cast votes, both by open
	.		voting and secret voting;
			(3) enable accessibility to meeting documents for
			the attendees;
			(4) prepare written minutes of the meeting;
			(5) arrange to make an audio record or an
			audiovisual record, as the case may be, of every
			attendee throughout the period of the meeting in
			the form of electronic data, except for a
			confidential meeting;
			(6) retain electronic traffic data of every attendee
			as evidence. In this case, the data under (5) and (6)
			shall be deemed part of minutes of the meeting;
			and
			(7) notify of any error during the meeting.
			The electronic meeting shall be held in compliance
			with the standards for maintenance of security for
			electronic meetings and arrange for an audio
			record or audiovisual record, as the case maybe, of
			every attendee throughout the meeting, including
			retaining electronic traffic data incurred from such
			records. The meeting shall has controlling system
			complied with the respective laws and regulations.
			Directors participating the meeting via electronic
			means shall be construed as quorum of the meeting

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		and shall have the same effect as a meeting held in
		accordance with the procedures provided by laws
		and by these Articles of Association
		Final decision shall rest with majority vote.
		Each director shall have one vote. Director who
		has directs or indirect interest of the considering
		matter is not allowed to exercise his voting right.
		In case of an equality of votes, the chairman shall
		have a casting vote.
25.	Chairman or authorized person is required to notify	Meetings of the board of directors, whether
	members of Board of Directors in writing of the	attending in person or by electronic means, shall
	meeting no less than 7 days prior to the event. In	be summoned by chairman of the board or
	emergency, such notification can be made in other	authorized person, which is required to notify
	appropriate forms and duration
	members of board of directors in writing of the
		meeting no less than 7 days prior to the event. In
		emergency, such notification can be made in other
		appropriate forms and duration. If the meeting is
		held by electronic means, the meeting notification
		may be sent by an electronic mail according to
		procedures and requirements prescribed in the
		respective laws.
		If a request is made by at least two directors for a
		summons of a meeting of the board of directors,
		the chairman of the board shall fix the date of the
		meeting within fourteen days as from the date of
		the request.
27.	The Board of Directors are authorized to	The Board of Directors are authorized to
	execute business activities in accordance with	execute business activities in accordance with
	objectives, rules, resolutions made by	objectives, rules, resolutions made by
	shareholders and the following activities:	shareholders.
	(a) Deal with movable and immovable	The Board of Directors may entrust or appoint
	properties for business purposes (sale,
	any director or directors or any other person
	mortgage, pawn, guarantee), the Board of
	or persons to operate Company's business or
	Directors are authorized to rent
	any action on behalf of the Company or
	immovable property to other persons for
	authorize such person or persons to perform
	more than 3 years or less. The Board of
	any certain tasks with a certain period as the
	Directors is authorized to register with
	Board of Directors see appropriate. The Board
	any government agencies and private
	of Director may cancel, revoke or amend such
	enterprises;
	entrustment, appointment or authorization as
	(b) File a case to the arbitration so as to
	appropriated.
	compromise or sue or take legal action in
	any country including attending legal
	procedure in case of debtor's bankruptcy;

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	(c)	Empower a person or persons to bind the
		Company with signature(s) in
		commercial deeds on behalf of the Board
		of Directors;
	(d)	Enter into loan agreement and bind the
		Company's properties as a guarantee to
		the Company's or the third person's
		responsibility; and
	(e) Vote for issuance of document of guarantee
	or act as a guarantor on behalf of the Company.
31.	The Board of Directors are required to meet at least	The board of directors are required to meet at least
	once every three months.	once every three months at the locality where the
			principal business office of the company is
			located, in a nearby province, or other places
			where determined by the chairman or other
			persons appointed by the chairman. For this
			purpose, the chairman or the person appointed by
			the chairman may determine to organized the
			board of directors meeting through electronic
			means.

Agenda 9) To consider and approve the amendment of the Company's objectives, and the amendment of Clause 3 of the Memorandum of Association.

53 To carry on the business of manufacturing, distribution and trading of food, dietary supplement products, nutritional supplement products, medicine, beauty care products, and other consumer goods"

The above-mentioned addition of trading objectives will increase the Company's objectives from previously 52 to 53 objectives.

Agenda 10) To consider other business (if any).

Please be informed accordingly and consider further dissemination to investors.

Yours sincerely,

Thai Union Group Public Company Limited

Mr. Kraisorn Chansiri

Mr. Chuan Tangchansiri

Directors

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