MINUTES of the Annual General Meeting of Shareholders No. 21 for the year 2022

Tata Steel (Thailand) Public Company Limited, Bangkok

on Thursday, July 21, 2022 at 09:00 hours

Present:

Director: (No.2-5 Attended via Video Conference)

1.

Mr. Peeyush Gupta

Chairman of the Board of Directors,

Chairman of the Executive Committee,

Member of the Corporate Governance,

Nomination and Remuneration Committee

2.

Mr. Hatasakdi Na Pombejra

Independent Director,

Chairman of the Corporate Social Responsibility

and Sustainability Committee,

Member of the Audit and Risk Review Committee

3.

Ms. Anuttara Panpothong

Independent Director,

Chairperson of the Corporate Governance,

Nomination and Remuneration Committee,

Member of the Audit and Risk Review Committee

4.

Mr. Taratorn Premsoontorn

Director,

Member of the Corporate Governance,

Nomination and Remuneration Committee

5.

Mr. Ashish Anupam

Director,

Member of the Executive Committee,

Member of the Corporate Social Responsibility

and Sustainability Committee

6.

Mr. Sanjib Nanda

Director,

Member of the Executive Committee

7.

Mr. Rajiv Mangal

Director,

Member of the Executive Committee,

Member of the Corporate Social Responsibility

and Sustainability Committee,

President and CEO

Apology:

Director:

1.

Mr. Alan Kam

Independent Director,

Chairman of the Audit and Risk Review Committee,

Member of the Corporate Governance,

Nomination and Remuneration Committee

Secretary:

1.

Ms. Somjai Jarukitcharoon

Company Secretary

Tata Steel (Thailand) Public Company Limited

Management: (No. 3-8 Attended via Video Conference)

1.

Mr. Jayanta Chakraborty

Vice President - Finance and Chief Financial Officer

2.

Mr. Sirorote Matemanosak

Vice President - Human Resources and Corporate Affairs

3.

Mr. Paitoon Chuesook

Vice President - Procurement

4.

Mr. Chaichalerm Bunyanuwat

Vice President - Marketing and Sales

5.

Mr. Amit Khanna

Vice President - Business Excellence and Shared Services

6.

Mr. Pornchai Tangworrakulchai

Vice President - NTS Plant

7.

Mr. Rungroth Lert-A-Rom

Vice President - SISCO Plant

8.

Mr. Sakchai Loyfakhajohn

Vice President - SCSC Plant

Auditor of the Company: (No. 1-4 Attended via Video Conference)

1.

Ms. Varaporn Vorathitikul

Audit Partner, Certified Public Account No. 4474

From PricewaterhouseCoopers ABAS Ltd. ("PwC")

2.

Mr. Phodjanuck Pugsee

Audit Director

3.

Ms. Napaporn Muengkrai

Audit Senior Manager

4.

Ms. Janthakan Saelu

Audit Senior Manager

Invitee: (No. 2-3 Attended via Video Conference)

1.

Mr. Apichart Likhitprasert

Department Manager - Legal Services and Regulatory Affairs

2.

Ms. Samaporn Suebpong

Senior Financial Controller, Corporate

3.

Ms. Kanjana Kulanunyapisit

Senior Financial Controller, Strategic Finance and Cost

Management

Independent vote counting inspector:

1.

Mr. Suebsarn Rojanawon

Lawyer (License number to be a lawyer 256/2555)

The meeting started at 09:00 hours

Mr. Peeyush Gupta, Chairman, extended a warm welcome to the Shareholders and the members of the Board of Directors at the Annual General Meeting of Shareholders No. 21 for the year 2022.

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Tata Steel (Thailand) Public Company Limited

In his opening address to the Shareholders, Chairman appreciated the Covid-19 prevention measures and vaccination drive undertaken by the Government in the country. However, the pandemic situation is not completely over and there are resurgence of cases in the past few weeks in many parts of the world. It is, therefore, important to continue with precautions and the social distancing norms as being advised by the Government. He mentioned that to reduce the risk from the outbreak and with regards to the health and safety of the Shareholders, the Board of Directors have decided to conduct the Annual General Meeting of Shareholders through Electronic Meeting method in accordance with the rules, procedures and conditions as stipulated by the Government. Necessary details were provided in the invitation letter to the shareholders and disseminated via the SET Link system of the Stock Exchange of Thailand. He thanked the shareholders for having appreciated the situation and the reason why the Company had to arrange for E-AGM.

Chairman informed the meeting that in order to facilitate easy communication, the E-AGM would be conducted in Thai language and requested Khun Somjai Jarukitcharoon, the Company Secretary to announce the Quorum. Company Secretary informed the meeting that forty-eight Shareholders have registered to attend the meeting in person or by proxy. This represents 6,081,952,599 shares, an equivalent of 72.2190 percent of the 8,421,540,848 issued shares. As there were more than 25 Shareholders attending in person and by proxy representing more than one-third (1/3) of the total issued shares thus forming a quorum according to Clause 37 of the Company's Articles of Association.

The Chairman declared the meeting open for deliberation on various matters on the agenda.

Chairman requested Mr. Sirorote Matemanosak, Vice President - Human Resources and Corporate Affairs to explain in Thai language to the shareholders all through the meeting on his behalf starting from introducing the Directors, Committees, Auditors and Company Secretary.

Mr. Sirorote Matemanosak informed that seven directors were attending the meeting, and one director had requested for leave of absence due to certain unavoidable circumstances. The Chairman and two directors attended in person, while four directors attended through Electronic Conference System. In addition, the members of the company's senior management team also participated in the Annual General Meeting.

The Chairman requested the Company Secretary to explain the voting procedures for each agenda to the shareholders so that a resolution could be reached readily and recorded in the Minutes of the meeting accurately and completely.

The Company Secretary informed the meeting that the Company had notified the submission of questions to the Company through Company's website on June 13, 2022 by giving the right to shareholders for sending questions to the Company in advance as a good practice in the principle of good Corporate Governance for listed companies regarding the equitable treatment for shareholders. The Company informed the period for exercising the right for Annual General Meeting of Shareholders for the Year 2022 to send questions during June 15 to July 15, 2022. During such period, the Company has received six questions from the shareholders which would be answered under the last agenda item.

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Tata Steel (Thailand) Public Company Limited

She added that the Company has assigned an independent agency that provides system services which has assessed themselves with the Electronic Transactions Development Agency (ETDA) by providing E-meeting

  • Voting system. This does not require any special application to install. Shareholders can use their computer, laptop, tablet or any smart phone to access the meeting. In addition, the service provider provides recording of audio and image throughout the meeting streaming in electronic form and recorded the electronic traffic data of all participants in the meeting as evidence according to the law.

Shareholders and proxies who identified themselves and have been confirmed by the Company have received an email with username, password and link to join the meeting in advance before the meeting date. The username, password and link are valid only for this E-AGM. In addition, the service provider would provide necessary technical support for accessing the E-AGM system throughout the meeting.

For security reasons, the shareholders were requested not to share the username and password with another person. It was also informed that log in would work only on one device at a time. In case any shareholder tries to log in from another device simultaneously, previous connection would get logged out automatically. Live broadcast of E-AGM would start streaming once the shareholder is logged in.

The Company Secretary then explained the voting process and voting menu of the E-AGM system. She informed the shareholders that the meeting was being conducted under the Articles of Association of specific provisions pertaining to the shareholder meeting as detailed in the meeting documents, which were delivered to the shareholders in advance, together with the Notice of the meeting. Moreover, page 42-44 (In Thai language page no. 41-42) of the meeting documents also describe voting procedures in each agenda, vote casting & counting, and announcement of voting results. Prior to vote casting in each agenda, the Chairman shall inform the meeting about the votes required for a resolution in each agenda, whether it be an ordinary event whereby a majority vote is applicable or a special event whereby different vote casting is required. The Chairman of the Meeting or the person assigned by the Chairman shall propose to the shareholders during the meeting to cast their vote. In case of vote by Proxy, the proxy shall cast the vote according to the grantor's instructions specified in the Proxy only. Where no choice is specified or clearly specified by the grantor or there is any agenda considered in the meeting other than those specified above, or any change or amendment to any facts, the Proxy shall be authorized to consider the matters and vote on behalf as the Proxy deems appropriate.

In case of granting a proxy to an Independent Director of the Company or other people attending the meeting according to the proxy form, in which the shareholders have voted in advance in the proxy form, the Company will record the votes as specified by the shareholders in advance. In case a shareholder does not vote, the system will count his/her votes as "agree" automatically. Therefore, to count cast votes by deducting the votes of "disapprove and abstain" from the total number of shares held by shareholders and proxies attending the meeting and being entitled to vote and shall be announced for further acknowledgment of the meeting.

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Tata Steel (Thailand) Public Company Limited

At each agenda, Mr. Suebsanr Rojanawon, Independent Lawyer will act as the independent vote counting inspector to ensure that the results are transparent and in line with the legislation and regulations of the Company.

The Chairman requested the meeting to proceed with the agenda and requested Mr. Sirorote Matemanosak to read each agenda in Thai language.

Agenda 1: To consider and adopt the Minutes of the Annual General Meeting of Shareholders No.20 dated July 22, 2021

The Company had distributed the copies of the Minutes of the meeting to the shareholders in advance, together with the Notice of the meeting as the Attachment No. 1, page 9 -25. (in Thai language page no. 9-25). The minutes of the meeting was submitted to the Stock Exchange of Thailand and the Ministry of Commerce within the timeframe as prescribed by laws. It was also disclosed on the Company's website (www.tatasteelthailand.com).

The Board of Directors deemed it appropriate to propose the shareholders' meeting to adopt the Minutes of the Annual General Meeting of Shareholders No. 20 held on July 22, 2021, which the Board of Directors has deemed to be properly recorded and no shareholder requested the Company to correct such minutes. This agenda is an ordinary event which has to be resolved by the majority vote of the shareholders and proxy holders, who attend the meeting and cast their votes.

Resolution: The meeting reviewed and adopted the minutes as proposed by the Board of Directors with a unanimous vote of the shareholders and the proxy holders who attended the meeting and had the right to vote. Details are as shown below;

Shareholders cast their votes

Representing

6,083,776,799

Shares

or

100%

Shareholders voted for the matter

Representing

6,083,776,799

Shares

or

100%

Shareholders voted against the matter

Representing

0

Shares

or

0.0000%

Shareholders abstained

Representing

0

Shares

or

0.0000%

Voided Ballot

Representing

0

Shares

or

0.0000%

While this matter was being reviewed in the meeting, 5 additional shareholders comprising of 1,824,200 shares joined the meeting. There were total 53 shareholders representing 6,083,776,799 shares, an equivalent of 72.2407% of the 8,421,540,848 issued shares.

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Tata Steel (Thailand) pcl published this content on 02 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2022 11:26:05 UTC.