Tata Steel Thailand Public : Notice of Annual General Meeting of Shareholders through Electronic Meeting method (e-AGM) No.21 for the year 2022

TATA STEEL (THAILAND) PUBLIC COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS NO. 21

THURSDAY, JULY 21, 2022, 09:00 HRS.

THROUGH ELECTRONICS MEETING METHOD (e-AGM)

The Company is deeply concerned about health and safety of the Shareholders in view of the ongoing Covid-19 situation and would like to conduct the Annual General Meeting of Shareholders No. 21 through Electronic Meeting method (e-AGM) in accordance with the rules, procedures and conditions as stipulated by the laws without any Shareholder having to attend in person.

Shareholders may like to give proxy to the Independent Directors to join the e-AGM on their behalf in case any shareholder wishes not to join the AGM through Electronic Meeting method.

Furthermore, the Company provides channel for submitting written questions in advance. For the effectiveness of AGM through Electronic Meeting method, the Company will not be able to take any questions during the meeting and requests the Shareholders to kindly submit relevant questions within July 15, 2022 via registered mail to "Corporate Secretary Office", Rasa Tower 2, 20th Floor, 555 Phaholyothin Road, Chatuchak, Bangkok 10900 or email to cso@tatasteelthailand. com. Related questions to the Company's business will be considered and answered in the meeting and also be disclosed on the Company website.

(DETAILS AVAILABLE IN THE NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NO. 21)

Page

Notice of Annual General Meeting of Shareholders No. 21, on July 21, 2022 3 Accompanying Documents for the AGM 2022

1. Copy of the Minutes of the Annual General Meeting of Shareholders No. 20 dated July 22, 2021

(Attachment to agenda 1)

1. Integrated Annual Report (Form 56-1 One Report) 2021-22 in QR Code

(Attachment to agenda 3 and 6)

1. Curriculum Vitae of the Directors who retire by rotation and are proposed for re-election

(Attachment to agenda 5)

1. Guidelines and criteria for selection of Directors

(Attachment to agenda 5)

1. Company's Articles of Association relating to the General Meeting of Shareholders
2. Statement of Proxy Procedures, Attendance Registration, Document requirement and Vote Cast
3. Three categories of Proxy Forms (Please choose only one of A/B/C) as specified by Department of Business Development, Ministry of Commerce
   (Please consider the choice of such proxies in Statement of Proxy Procedures on Page 37)
4. e-AGMRegistration Form
5. Request form to receive Integrated Annual Report (Form 56-1 One Report) 2021-22 on printed format
6. Consent form for shareholders
7. QR code and usage instruction

9

26

27

31

32

37

45

54

55

56

57

For further information,	Somjai Jarukitcharoon / Indrajaya Areephoemkul
please contact :	Corporate Secretary Office, Tata Steel (Thailand) Public Company Limited
	Rasa Tower 2, 20th Floor, 555 Phaholyothin Road, Chatuchak, Bangkok 10900

Tel. [phone] Ext. 3210/ 3156 Fax. [phone]

Email address: [e-mail]

	June 21, 2022
Subject:	Invitation to attend the Annual General Meeting of Shareholders No. 21
	through Electronic Meeting method (e-AGM)
To:	The Shareholders
	Tata Steel (Thailand) Public Company Limited

The Board of Directors of Tata Steel (Thailand) Public Company Limited, in its meeting held on April 20, 2022, had passed a resolution to convene the Annual General Meeting of Shareholders No. 21 on Thursday, July 21, 2022 at 09:00 hours.

The Company is deeply concerned about health and safety of the Shareholders in view of the ongoing Covid-19 situation and would like to conduct the Annual General Meeting of Shareholders No.21 through Electronic Meeting method (e-AGM) in accordance with the rules, procedures and conditions as stipulated by the laws without any Shareholder having to attend in person. The Annual General Meeting of Shareholders will be held through Electronic Meeting method, to consider the matters in according with the following agenda;

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

Objective and Reason:

The Annual General Meeting of Shareholders No.20 was held on July 22, 2021. The minutes of the meeting was recorded accordingly and 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 TSTH's website (www.tatasteelthailand.com).

Board of Directors' opinion:

It is considered appropriate for the Meeting of Shareholders to adopt the minutes of the Annual General Shareholders No.20 held on July 22, 2021, which the Board of Directors has deemed to be properly recorded, a copy of minutes as accompanying document no. 1

Voting:

The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 2 To acknowledge the report on the Company's operational results for the year 2021-22, ended March 31, 2022

Objective and Reason:

The report of the Company's operational results for the year 2021-22, is for acknowledgement of the shareholders at the Annual General Meeting.

3

Voting:

As this agenda is for acknowledgement, it does not have to be voted by the shareholders.

Agenda 3 To consider and approve the Financial Statements for the year 2021-22, ended March 31, 2022

Objective and Reason:

The Articles of Association of the Company, Clause 40, specifies that the Annual Ordinary General Meeting of Shareholders shall approve the financial statements at the end of the fiscal year.

Board of Directors' opinion:

It is considered appropriate for the Meeting of Shareholders to approve the financial statements for the year ended March 31, 2022 which has been audited by the Certified Public Accountant, reviewed by the Audit & Risk Review Committee and approved by the Board of Directors. Details are available in the QR Code.

Voting

The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 4 To consider and approve the appropriation of profits and dividend payment for the year 2021-22 (April 1, 2021 - March 31, 2022)

Objective and Reason:

• The Articles of Association of the Company, Clause 40, specifies that the Annual Ordinary General Meeting of Shareholders shall consider the appropriation of profits, and Clause 46, the Company shall allocate not less than 5% of its annual net profit less the accumulated losses brought forward (if any) to the legal reserve fund until this fund attains an amount not less than 10% of the registered capital.
• According to the dividend policy of the Company, dividend payment to the shareholders from net profit after tax and after deduction of legal reserve by considering the relevant factors which shall not cause significant effects to the Company's business operation. Such factors are such as the operational performance, financial status, Company's solvency, business expansion, obligations to complete the debts service according to the Company's loan agreements including any other factors relevant to the business operation of the Company. The consideration shall be consistent with the concept of maximizing long-term benefit for the shareholders.
• The operation of the Company from consolidated financial statement, for the year 2021-22, resulted in a net profit of 2,606.12 million Baht with retained earnings of 160.82 million Baht.

Board of Directors' opinion:

Shareholders are recommended to approve the allocation of the profit for the year 2021-22 (April 1, 2021 - March 31, 2022) of 1.21 million Baht as legal reserve. The accumulated balance in the reserve fund after the transfer in the current financial year will be 375 million Baht, representing 4.45% of the registered capital.

After considering the relevant factors to the Company's operation on consolidated basis and the future trend, the Board of Directors deems it appropriate to propose the shareholders' meeting to approve dividend payment for the year 2021-22 (April 1, 2021 - March 31, 2022) at Baht 0.05 per share, to set the Record Date on Monday, 23 May, 2022 and that dividend payment would be made on Friday, August 19, 2022. In terms of dividend payout, the amount would be 421.08 million Baht.

4

In this regard, the right to receive dividend is subject to the approval of the Annual General Meeting of Shareholders no. 21.

Voting:

The resolution for this agenda requires the majority vote of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 5 To consider and approve the re-election of Directors who retire by rotation

Objective and Reason:

• The Articles of Association of the Company, Clause 19, specifies that one-third (or closest to one-third) of the Directors shall retire from the office by rotation at the Annual General Meeting of Shareholders and may be re-elected to serve as Directors.
• For the Annual General Meeting of Shareholders No. 21, three Directors are retiring this year, namely:

1)	Mr. Taratorn Premsoontorn	Director
		Member of the Corporate Governance, Nomination
		& Remuneration Committee
2)	Mr. Ashish Anupam	Director
		Member of the Executive Committee
		Member of the CSR & Sustainability Committee
3)	Mr. Sanjib Nanda	Director
		Member of the Executive Committee

(Mr. Sanjib Nanda was appointed to the Board of Directors on October 18, 2021 as replacement to Mr. Ranganath Raghupathy Rao)

• In the process of nominating the Directors, the Corporate Governance, Nomination & Remuneration Committee has duly considered the selection guidelines and criteria as approved

by the Company's Board of Directors. Details are stated in accompanying documents No. 3 delivered to Shareholders together with this Notice. It is agreed that Mr. Taratorn Premsoontorn, Mr. Ashish Anupam and Mr. Sanjib Nanda are qualified, knowledgeable and have expertise in steel industry and other wide array of related fields. Other qualifications comprise leadership skill, vision and capacity to be in the duty of the Company's Director, offering independent opinion which is beneficial to the Company's operation, as well as not related to any criminal case and verdict incurred from the property/ asset misconduct, and any connected transaction triggering the conflict of interest of the Company in the previous year.

(Guideline and Criteria for Selection of Directors as accompanying document no. 2)

Board of Directors' opinion:

The Board of Directors considered it appropriate for the Meeting of Shareholders to re-elect the above three Directors as the Company's directors for another term.

(Curricula Vitae of the Directors who are proposed for re-election on retirement by rotation as accompanying document no. 3)

Voting:

The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes.

5