Central Pattana : Minutes of the 2023 Annual General Meeting

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Minutes of the 2023 Annual General Meeting of Shareholders

Central Pattana Public Company Limited

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The 2023 Annual General Meeting of Shareholders (AGM) held on Thursday 27 April 2023, at

2.00 p.m., through electronic means (e-AGM) only. In this AGM, the Company used Inventech Connect system for a virtual conference and an electronic voting (e-Voting). Also, the meeting was recorded for publicity at the Company's website: www.centralpattana.co.th.

Prior proceeding to the Meeting, Ms. Ampawee Chompoopongkasem, the Company Secretary, introduced the Board of Directors, the Executives, the external Auditors, and the inspector assigned to witness the vote counting.

Honorary Chairman:

1. Dr. Supachai Panitchpakdi
2. Mr. Suthichai Chirathivat

Directors present at the Meeting:

1.	Mr.	Sudhitham	Chirathivat	(Chairman)
2.	Mr.	Veravat	Chutichetpong	(Lead Independent Director and Chairman of the Risk
				Policy Committee)
3.	Mr.	Winid	Silamongkol	(Independent Director and Chairman of the Audit and
				Corporate Governance Committee)
4.	Mrs. Jotika	Savanananda	(Independent Director, Chairman of the Nomination
				and Remuneration Committee and Member of the Audit
				and Corporate Governance Committee)
5.	Ms. Parnsiree	Amatayakul	(Independent Director, Member of the Audit and
				Corporate Governance Committee and Member of the
				Nomination and Remuneration Committee)
6.	Mrs.Nidsinee	Chirathivat	(Director)
7.	Mr.	Kobchai	Chirathivat	(Director, Member of the Risk Policy Committee and
				Member of the Nomination and Remuneration Committee)
8.	Mr.	Prin	Chirathivat	(Director, Member of the Risk Policy Committee, and
				Advisory of the Nomination and Remuneration Committee)
9.	Mr.	Preecha	Ekkunagul	(Director and Member of the Risk Policy Committee)
10.	Mr. Suthipak	Chirathivat	(Director)
11.	Mr. Thirayuth	Chirathivat	(Director)
12.	Ms. Wallaya	Chirathivat	(Director, Member of the Risk Policy Committee and
				President & CEO)

The Company has 12 directors and there were 12 out of a total of 12 directors attending the Meeting, representing 100% of all directors of the Company.

Executives present at the Meeting:
1.	Ms. Naparat	Sriwanvit	(Chief Finance, Accounting and Risk Management Officer)
2.	Ms. Ampawee	Chompoopongkasem	(Company Secretary)

Auditors present at the Meeting:KPMG Phoomchai Audit Limited

1. Ms. Vannaporn Jongperadechanon
2. Ms. Monvipa Pimngern

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Inspector assigned to witness the vote counting:KPMG Phoomchai Audit Limited

1. Ms. Nathanan Choksawat

The Company Secretary informed the Meeting that there were 22 shareholders attending the meeting in person, representing 180,947,191 shares and 1,503 proxies attending, representing 3,509,275,837 shares. In total, representing were 3,690,223,028 shares or 82.54% of the total 4,470,846,700 shares, not less than one-third of the total number of shares sold, the quorum was, then, constituted as specified in the Article 36 of the Company's Articles of Association. The Company Secretary then invited Mr. Sudhitham Chirathivat, Chairman of the Board (the "Chairman"), to declare the Meeting open.

The Company still open for shareholders to register and attend the Meeting and cast their votes on agenda items which are not yet voted.

The Chairman declared the meeting open and assigned Ms. Ampawee Chompoopongkasem, the Company Secretary, to elaborate on meeting details.

Ms. Ampawee Chompoopongkasem reported that this AGM contained 8 agenda items. The shareholders had an opportunity to propose other agenda items from 23 September 2022 to 15 January 2023, but no item had been proposed. The Company had distributed the meeting notice via its website on 24 March 2023, over 30 days ahead of the meeting date and was distributed to shareholders no less than 21 days ahead. This provided shareholders with enough time to examine the information and given the shareholders an opportunity to ask questions about the agenda items; no such questions arose, however. Then the Company Secretary informed the meeting accompanying the PowerPoint presentation about detailed rights and procedures for ballot casting as follows:

In this meeting, the Company had commissioned Inventech Systems (Thailand) Co., Ltd., to manage the electronics meeting, deploying the Inventech Connect system for meeting participation and for e-voting. Such systems boasted standards in agreement with the terms and procedures stated under the Electronics Meetings Act of 2020 and the Ministry of Digital Economy and Society announcement of 2020 on the standards for electronics meeting security. In addition, the Company was holding this meeting in compliance with applicable laws, regulations, announcements, requirements, and criteria. During the meeting, participants can watch live telecast while retrieving meeting documents and vote tallies on individual agenda items at all times to the end of the meeting. Should any participant face application- related problems, please contact call center of the system warden at all times to the end of the meeting.

Rights and procedures for ballot casting

Rights for ballot casting

1. Each shareholder's votes equal the shares held. One share equals one vote.
2. Shareholders can cast all their votes to express anyone of these: "Approve", "Disapprove", or "Abstain". The only exception is for foreign shareholders who have appointed custodians in Thailand: these shareholders can split their votes provided that the total votes shall not exceed their portfolios. If such custodians/proxies do not cast all their ballots, the unused ballots are regarded as "Abstain".
   Voting procedures
   Shareholders can vote on all agenda items at this meeting that remain open for voting under the e-voting system. The available buttons consisted of "Agree", "Disagree", "Abstain", and "revoke the latest vote".
   For those proxies of shareholders who had stated their views on individual agenda items at the registration stage, the system will tally the proxy votes accordingly; the proxies did not need to vote.
   For shareholders or proxies that had registered but not yet voted and could not attend the meeting to the conclusion, the Company requested that they vote in advance on the remaining agenda items before pushing the exit-meeting button.
   On any agenda items, should shareholders or proxies push the exit-meeting button before the close of voting, their shares would not be represented in attendee tallies and their votes would not be counted.

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Nevertheless, pushing the exit-meeting button would not deprive them of their rights to return to the meeting and vote on agenda items still open for voting.

Vote-tallying procedures

The Company would tally the votes of shareholders or proxies through the electronic system which deduct the "Disagree" and "Abstain" votes from the total votes of attending eligible shareholders the "Disagree" and "Abstain" votes to obtain the "Agree" votes.

Should shareholders or proxies push the "revoke the latest vote" button or fail to push any voting button until the end of voting on specific agenda items, they would be treated as voting "Agree" on such items.

Any vote cast in any of the following manners shall be considered invalid; a vote that was affixed with more than one mark; a vote that have a corrections or deleted opinion without shareholders' or proxies' countersignatures; except for a vote by custodians/proxies of foreign investors, who can exercise split votes.

Sharing of views or queries Instruction

Shareholders who desire to express their views or raise queries should submit such queries using the Q&A menu provided in the second tab menu on the Conference system, they should give their names and last names for the benefit of minutes-taking.

To keep the AGM efficient, in expressing views or raising queries, shareholders should keep them concise and to the point. Should they wish to express views or raise queries about other matters, they should wait until the last agenda item.

For this AGM, the Company shall publish the Minutes of the Meeting along with the vote counts for each agenda item at www.centralpattana.co.th within 14 days from the date of the Meeting, which for this year is the 11 May 2023.

The Chairman then welcomed shareholders' queries for more details and other views. In the absence of such queries and views, he then conducted the Meeting according to the following agenda as presented in the Invitation to the Meeting:

Agenda Item 1: To Acknowledge the Company's Performance Outcomes of 2022

The Chairman invited Ms. Wallaya Chirathivat, President & CEO, to report the performance outcomes of the Company for the year 2022 to the Meeting. Details were summarized as follows:

Part 1: Overview of operating results in 2022

In the year 2022, Thai economy and the Company's turnover have continuously and significantly recovered after being impacted by COVID-19 in 2020-2021. The recovery in the past year accelerated in the second half, in line with the rapid increase of international tourists after the complete lifting of COVID-19 measures in July 2022. However, there are many challenging issues for the Thai economy, such as global economic fluctuation, energy costs, and inflation. The Company has committed to continually supporting stakeholders over the past year and moved forward with its business plans in multiple dimensions for sustainable growth in the future. The achievements in 2022 can be summarized into 4 main topics as follows:

Achievement 1: The significant recovery of the shopping center business

The revenue from the shopping center business in 2022 recovered up to the level before the COVID- 19 outbreak in 2019, despite the company still providing rental discounts to tenants. There was an increase in revenue from shopping centers of almost 50% from the previous year. One of the main reasons was the significant decreasing of rental discounts for shopping centers and additional income from new shopping centers. In the meantime, the Company continually emphasized sustainable business operations towards its management to reduce energy consumption. As a result, despite an increase in energy costs from the government, the Company was able to reduce energy consumption by about 9%, leading to a higher gross profit margin for the shopping center business in 2022 compared to 2019. Moreover, the Company continued to develop its services with more focus on partners and customers by using technology to enhance the quality and effectiveness of services and place importance on the development of new Small and Medium Enterprises (SMEs) entrepreneurs towards business expansion and sustainable growth to drive the economy further under CPN Lead Project, which is now in its fourth phase.

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The 2nd and 3rd achievements are strategies to maintain the Company's leadership in mixed-use projects development as follows:

Achievement 2: New Hotel Launch

In 2022, the Company launched 2 new hotel projects. One of them was a new brand of Go! Hotel. It also introduced the 5-year hotel business plan having a target to expand 37 hotels in 27 provinces from the existing 4 hotels in 3 provinces at the end of 2022. New hotels would be developed in the surrounding area of the Company's shopping centers or those under the Central Group, such as Robinson Lifestyle Mall. In 2022, the Company opened Centara Korat Hotel located in the surrounding area of Central Korat and Go! Hotel Bowin, close to the Robinson Lifestyle Bowin project.

Achievement 3: The continuing residential business development, targeting to expand more than 50 projects in the next 5 years

In 2022, the Company's launched 6 new projects i.e., 4 high-rise condominium projects under 'Essent' brand (1 project next to the Central Surat Thani l and 3 projects close to Robinson Lifestyle 'Suphan Buri', 'Chachoengsao', and 'Trang'.) and 2 low-rise projects i.e., 'Ninya Ratchaphruek' and 'Nirati Chiang Mai'.

Achievement 4: The first fully integrated mixed-use development project outside Bangkok Following the aforementioned hotel and residential business plans, the Company launched the first fully integrated mixed-usedevelopment project in Nakhon Ratchasima province, which comprised shopping

centers, residences, and hotels. In 2023, there would be more of those projects in several provinces according to the strategic plan to create a comprehensive ecosystem within the projects and maintain Top of Mind status among tenants and customers.

The Company's performance in 2022 reflected the ongoing recovery from the COVID-19 situation, especially in the second half of the year, and its ability to control costs. The Company had a total income of Baht 37,155 million and a net profit of Baht 10,760 million, or an increase of 28% and 51% respectively from the previous year, respectively. Further details will be explained in the next agenda.

At the end of 2022, the Company's business structure comprised 4 main business groups as follows:

• Shopping centers and Community malls are the Company's main businesses, having a revenue proportion of 81% of the total revenue, including a total of 56 shopping center projects and a net leasing area of more than 2.3 million square meters, namely:
• • 38 shopping centers under the Company's management, with 1 new launch in Chanthaburi province in 2022.
  • 17 community mall, which are a business group acquired by the Company from the purchase of businesses of Siam Future Development Public Co., Ltd. or "SF".
  • 1 big shopping center under a joint venture of Mega Bangna project from the acquisition
    of SF.
• Real estate business for sales (residential projects) accounts for 8% of total revenue. At present, there are a total of 28 residential projects, including 19 condominiums, mostly in the same areas as the Company's shopping centers. During the past year, the Company launched 3 condominium projects close to Robinson Lifestyle Mall and 9 low-rise projects in high-potential areas, not far from shopping centers. In 2022, there were 6 newly launched projects, comprising 4 condominium projects and 2 low-rise projects as mentioned earlier, in line with new project development plans in the future.
• Offices business currently accounts for approximately 5% of total revenue from 10 office buildings under the Company's management, with a net leasable area of more than 340,000 square meters, including those managed under Grand Canal Land Public Co., Ltd. or "GLAND", which the Company is a major shareholder of.
• The hotel business accounts for 2% of the revenue structure, which consists of 4 hotels: Hilton Pattaya and Centara & Convention Center Udon Thani, and 2 new hotel launches in 2022, Centara Korat and Go! Hotel Bowin, as well as other revenues from asset management under CPN Retail Growth

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Leasehold Real Estate Investment Trust (CPNREIT) and CPN Commercial Growth Leasehold Real Estate Fund (CPNCG).

Part 2: Business Plan for 2023 and Long-Term Growth

In addition to the company's revenue recovery, it plans to invest in the development of new Mixed-Use projects. Recently, new project development plans have been announced as follows:

• Central West Ville: It is in the Ratchaphruek area, directly connected to the central business areas of Bangkok, with a total area of over 93,000 square meters, to be launched in the fourth quarter of 2023, which shall elevate the west side of Bangkok into an Upper-Class Lifestyle neighborhood.
• Central Nakhon Sawan Project: Nakhon Sawan Province is the gateway to the North Region and it has the potential to become the economic center of the lower North region. The project has a total area of over 76,000 square meters and it is expected to be launched in the first quarter of 2024.
• Central Nakhon Pathom Project: It is an expansion to the West Region which conveniently connects to Ratchaburi and Kanchanaburi provinces, without the need to travel to Bangkok. This project has a total area of over 69,000 square meters and it is expected to be launched in the second quarter of 2024.
• Central Krabi Project: It is expected to be launched in the fourth quarter of 2024.
• Dusit Central Park Project: It is still a project in the pipeline, including shopping centers, office buildings, hotels, and residences. The construction is expected to be completed and gradually launched for services from 2024-2025 onwards.
• Moreover, there are other large-scalemixed-use projects to be gradually completed within the next 5-10 years, including those under feasibility study and summarization of development plans, which shall be clarified and informed to the shareholders accordingly.
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  Besides the development plans of new mixed-use shopping centers, the Company has also continued to expand its hotel and residential businesses towards the comprehensively mixed-use ecosystem.
• Hotel Business: In 2023, there will be 6 new hotels launched for all 3 brands. Thus, a total of 10 hotels with 1,600 rooms shall be launched by the end of this year as part of new projects, namely:
• 1. Centara Brand, which is an Upscale Full-Service, including the newly opened Centara Ubon in March and the future opening of Centara Ayutthaya.
  2. Centara One Brand, which is a Lifestyle Midscale, including Centara One Rayong as the first
     opening one.
  3. GO! Hotel Brand, which is a Premium Budget Hotel and Pet-Friendly accommodation, including Robinson Ban Chang Mall, Central Sriracha, and Central Chonburi .
• Residential business: It is going to launch a total of 7 new projects worth more than Baht 9,000 million, including 3 condominium projects: ESCENT, Phetchaburi, Buriram, and Nakhon Si Thammarat, in line with 4 low-rise projects i.e., Baan Nirati, Nakhon Si Thammarat, and new brands of Baan Nirada Rama 2, Utthayan, and Ekachai.
• 
  Therefore, there will be more comprehensively mixed-use projects in 2023, such as Central Ubon Ratchathani, Central Ayutthaya, and Central Rayong.
  The Company will also move forward to create "The Ecosystem for All" with strong business growth, especially with Retail being the key focus, using 3 main strategies as follows:
  1. The 360-DegreeCentre of Life:It is a center of life that meets all needs in every aspect, both Offline & Online, including shop-eat-work-play-stay-live 24 hours a day, 365 days, anywhere across the country.
  2. Total B2B2C Solutions:Connecting business partners' operations to customers' complete life cycle through Digital Transformation & Technology Infrastructure investment of Baht 300-500 million per year, with the development of a Data-driven Omnichannel that benefits customers, partners, and society.
  3. The Place Making for Sustainable Future:Prioritizing 'people' by promoting Local Wealth.
  Within the next 5 years, the Company plans to increase employment in stores with continual support for government activities and CSR, including 'Environment' care in tandem with the goal of NET Zero 2050.
  The Company has set a 5-year goal to develop mixed-use projects in 30 provinces in Thailand and the ASEAN region.

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