IRPC Public : Announcement of the 2019 Annual General Meeting of Shareholders (AGM) and the Dividend Payment

(Translation)

Pres.046 / 2019

12 February 2019

Subject Announcement of the 2019 Annual General Meeting of Shareholders ( AGM) and the Dividend Payment

To

President

Stock Exchange of ThailandThe Board of Directors of IRPC Public Company Limited "the Company" at the Meeting No.2/2019 held on 12 February 2019, has passed the following resolutions:

• 1. The 2019 Annual General Meeting of Shareholders ( AGM) will be on Wednesday, 3 April 2019 at 9: 3 0 hrs. The venue will be at the Bangkok Convention Center, 5th Floor Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900.

• 2. The Record Date for the rights to attend the Annual General Meeting of Shareholders and for the rights to receive the dividend payment, will be on Wednesday, 27 February 2019.

• 3. There are 7 Items of the 2019 AGM's agenda as follows:

  Item 1 Statement of the Chairman

  Item 2 Acknowledge the Company's 2018 Operating Results and Approve the Company's 2018 Financial Statements

The Board' s opinions: After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the Company's 2018 Operating Results and to approve the Company' s 2018 Financial Statements which has been audited by the Auditor and reviewed by the Audit Committee.

Item 3

Approve the Dividend Payment of the Company's 2018 Operating Results

The Board' s opinions: After due consideration, the Board found it appropriate to propose to the AGM to approve the cash dividend payment from Result of Year 2018. The dividend will be paid at the rate of 0.19 Baht per share in total, amounting to approximate 3,883 million Baht. Details are as follows:

1.

The interim dividend for the first half of 2018 operating results . On 19 September 2018, the Company paid the interim dividend of Baht 0. 10 Baht per share, amounting to approximate 2,043 million Baht. The dividend was paid from the unappropriated retained earnings as of June 30, 2018 which can be classified into 3 parts;

• (1) The amount of 0. 04 Baht per share was paid from tax exemption the retained earnings according to the Board of Investment (BOI) privilege; therefore, individual shareholder is not subjected to withholding tax and not entitled to a tax credit for this portion.

• (2) The amount of 0. 03 Baht per share was paid from the retained earnings with 20 % corporate income tax . Therefore, individual shareholder, is subjected to withholding tax of 10%. This portion of dividend can be credited at 20/80.

• (3) The amount of 0. 03 Baht per share was paid from the retained earnings with was not subjected to corporate income tax; therefore, individual shareholder is subjected to withholding tax of 10% and not entitled to a tax credit for this portion

2.

The dividend for the second half of 2018 operating results, will be paid at Baht 0. 09 Baht per share, amounting to approximate1,839 Million Baht . The dividend was paid from the unappropriated retained earnings as of December 31, 2018 which can be classified into 3 parts;

• (1) The amount of 0. 03 Baht per share is paid from tax exemption retained earnings according to Board of Investment ( BOI) privilege; therefore, individual shareholder is not subjected to withholding tax and not entitled to a tax credit for this portion.

• (2) The amount of 0.03 Baht per share is paid from the retained earning with 20 % corporate income tax . Therefore, individual shareholder, is subjected to withholding tax of 10%. This portion of dividend can be credited at 20/80.

• (3) The amount of 0. 03 Baht per share is paid from the retained earnings with was not subjected to corporate income tax; therefore, individual shareholder is subjected to withholding tax of 10% and not entitled to a tax credit for this portion.

The Board has set the Record Date for the rights to attend the 2019 AGM and for the rights to receive the dividend payment, ( Record date) on Wednesday, 27 February 2019. The dividend will be payable on Friday, 19 April 2019. (The rate of dividend payment still subjects to the approval of the AGM)

Item 4

Appoint an Auditor and Determine the Auditor fees for the Year 2019

The Board' s opinions: After due consideration, the Board agreed with the Audit Committee to propose to the AGM to appoint an auditor from Deloitte Touche Tohmatsu Jaiyos Audit Company Limited as follows:

1. Mr. Kiatniyom Kuntisook	CPA No. 4800;
2. Mr. Mongkol Somphol	CPA No. 8444;
3. Mr. Wonlop Vilaivaravit	CPA No. 6797

The audit fees for the year 2019 will be maintained in the total amount of Baht 3,100,000 (excluding miscellaneous expenses, not exceeding Baht 120,000 in total).

Item 5

Approve the Board of Directors' Remunerations for the year 2019

The Board' s opinions : After due consideration, the Board agreed with the Nomination and Remuneration Committee' s recommendation, proposed to the AGM to approve the Directors' remunerations for the year 2019 as follows:

1. The directors' monthly allowance, the Board's meetings allowance and the

Subcommittees' meetings allowance for 2019 are maintained at the same rates of the 2018's allowances as follows:(This remuneration rate has been set out from 2006.)

Board of Directors:

Monthly Allowance	Meeting Allowance (per attendance)	Other Benefits (both monetary and non-monetary)
Chairman	Baht 60,000	Baht 60,000	None
Director	Baht 45,000	Baht 45,000	None

Sub-Committees:

Monthly Allowance	Meeting Allowance (per attendance)	Other Benefits (both monetary and non-monetary)
Chairman	None	Baht 60,000	None
Director	None	Baht 45,000	None

2. Paying bonus for the Board of Directors for 2018 in the total amount of

Baht 23 million based on the Company' s Operating Results of the year 2018.

Item 6

Elect / Re-elect the Directors in replacement of those who are retiring by rotation

According to the Company' s article of association no 17, at each AGM, one- thirds of the members of the Board of Directors or the nearest, will retire by rotation.

At the 2019 AGM, there are 4 retired directors by rotation as follows:

• 1) Mr. Kris Imsang Director

• 2) Mr. Worawat Pitayasiri Director

• 3) Ms. Ruenvadee Suwanmongkol Independent Director

• 4) Ms. Nantika Thangsuphanich Director (resigned 6 November, 2018)

The Board' s opinions: After due consideration, the Board ( Directors who have a conflict of interest did not vote for this resolution), agreed with the Nomination and Remuneration Committee' s recommendation and proposed to the AGM to elect / re- elect 4 directors to be the directors or independent directors of the Company as follows:

1)	Mr. Kris Imsang	Director	(re-elect)
2)	Mr. Worawat Pitayasiri	Director	(re-elect)
3)	Air MarshalBoonsuib Prasit	Independent Director	(new elect)
4)	(new elect)

(In replacement of Ms. Ruenvadee Suwanmongkol)

Ms. Siriwan Chierapong

Independent Director

(In replacement of Ms. Nantika Thangsuphanich)

Item 7

Any Other Business (If any)

The Company has disclosed the previous minutes of the 2018 AGM on the corporate website from 17 April 2018 and also sent to all Shareholders by postal to review, object and/or suggest for revision and correction from 27 April 2017 - 10 June 2018; however, there are no Shareholders recommended any amendment or objection.

The Company will disclose the Notice of the 2019 Annual General Meeting of Shareholders and its agenda online athttp://www.irpc.co.th from 1 March 2019 onwards.

Yours sincerely,

- Noppadol Pinsupa-

(Mr. Noppadol Pinsupa) President

By the Resolutions of the Board of Directors IRPC Public Company Limited

Corporate Secretary and Compliance

Tel: [phone]

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