AP Thailand : Invitation to the 2024 Annual General Meeting of Shareholders (AGM)

Invitation to the Annual General Meeting of Shareholders 2024

AP (Thailand) Public Company Limited

Thursday, April 25th, 2024 at 14.30 hrs.

Through electronic platforms according to the Emergency Decree

on Electronic Meeting B.E. 2563 and relevant laws.

The company will not provide on-site registration.

Therefore, all shareholders are requested to attend the meeting

via electronic platforms only by pre-registration in the AGM e-Request system

from April 12th to April 25th, 2024.

The company reserves the right to register only during a specified period.

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Privacy Notice for AP (Thailand) Public Company Limited

For Annual General Meeting of Shareholders 2024 (AGM)

AP (Thailand) Public Company Limited ("the Company") is strictly aware of the personal data protection in accordance with the Personal Data Protection Act B.E. 2562 (2019), and therefore would like to inform you of the following information:

1. Collection of personal data

The Company only store, collect, and use your personal data as necessary and only in accordance with explicitly specified purposes such as recording and broadcasting of E-AGM in order to conduct the meeting lawfully and efficiently. Details are as follows:

Contact data	Name-surname, address, email, and telephone number.
Technical data	Internet protocol (IP) address, browser type and version, time zone setting
	and location, operating system and platform and other technology on the
	devices you use to access this website.
Usage data	Information about your use of our service through and from our website,
	websites that you view, elements you viewed or words you searched for in
	platforms, date and time of visit, and interaction information such as clicks
	on item in a website, recording, and broadcasting of the attended meeting.
Communication data	Email, notes of conversation, communication notes.
Contract-related data	National identification number, address, credit card number, date of birth,
	and sex.

2. Sources of personal data

The Company receives your personal data directly from you and will use the personal data only as necessary and only in accordance with explicitly specified purposes in the direct collection of your personal data. Nevertheless, the Company may collect your personal data from a third party, i.e., Securities Registrar, Thailand Securities Depository Co., Ltd. (TSD); the Company receives your personal data from cookies when you visit the company's website. For the purpose that your personal data will not be used other than the purposes for which the Company instructs or require such third party to do. The Company requires such third parties to protect the confidentiality of your personal data and to have measures to protect your personal data as required by the Thai personal data protection law.

3. Purposes of collection, use, and disclosure of personal data

The Company collects, uses, and discloses your personal data only for explicitly specified purposes and as necessary, i.e., for Annual General Meeting of Shareholders, considering qualifications of the proposed candidate for director position, but only to the extent necessary and in accordance with measures required by laws.

4. Retention policy and retention period of personal data

The Company will retain your personal data only for the duration necessary as the any legal, accounting, or reporting requirements. In order to determine the appropriate retention period for personal data, we consider the amount, nature, purpose, and sensitivity of the personal data, the potential risk of harm from unauthorised use of

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your personal data, and the applicable legal requirements. However, the Company provides standard security to keep our information systems and the use of your personal data secure.

5. Right of data subject

As the owner of personal data ("Data Subject"), you have rights as stipulated in the Personal Data Protection Act B.E. 2562 (2019), which includes the right to withdraw your consent, the right to access and obtain a copy of your personal data, the right to correct, delete your personal data, the right to request suspension of the processing of your personal data, the right to send or transfer your personal data, and the right to dissent to the processing of your personal data. You could contact [e-mail] in order to proceed with the request to exercise the above rights.

6. Disclosure of personal data to a third party

The Company may also be required to disclose your personal data to other persons or juristic persons or regulatory authorities cooperating with the Company in compliance with the purposes specified in this Privacy Notice, such as subsidiaries, online platforms, marketing or professional consultant or firms, supervisory authorities or legitimate order of authorized officers; the Securities and Exchange Commission, Thailand (SEC), the Stock Exchange of Thailand (SET), The Office of the Personal Data Protection Committee (PDPC). We require that the third parties protect confidentiality and protect your personal data in accordance with requirements under the Thai personal data protection law.

7. Contact channels

Enquiries or questions on personal data protection could be addressed via the following channels:

AP (Thailand) Public Company Limited

170/57 Ocean Tower 1 Building, 18th Floor,

Ratchadaphisek Tat Mai Road, Khlong Toei Sub-district,

Khlong Toei District, Bangkok 10110,

Tel: [phone],E-mail:[e-mail]

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3rd April 2024

Re:Invitation to the Annual General Meeting of Shareholders ("AGM") 2024

To:Shareholders of AP (Thailand) PCL. Attachments:

1. Manual of AGM 2024
2. Articles of Association regarding the Shareholders' Meeting
3. Proxy form B. and C.
4. A copy of the AGM's minutes 2023
5. Form 56-1 One Report 2023 (QR code as shown in the notification of meeting or URL https://www.set.or.th/set/tsd/meetingdocument.do?symbol=AP&date=240425)
6. Profiles of the nominated directors
7. Details of meeting attendance and directors' remuneration
8. Profiles of independent directors nominated as alternative proxies

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders 2024 will be held on Thursday, April 25th, 2024, at 14.30 hrs. through electronic platforms only. The company will not provide onsite registration. Therefore, all shareholders are requested to attend the meeting via electronic platforms only.All devices, including smartphones, laptops, tablets, and desktop PCs, are supported by the system being used in the meeting. The standards for the E-AGM system used by the company comply with the Emergency Decree on Meetings via Electronic Means, B.E. 2563, and the Notification of the Ministry of Digital Economy and Society Re: Standards for maintaining the security of meetings via electronic means.

For shareholders who wish to attend the meeting themselves or with proxies through electronic platforms, may submit a request to attend the meeting via the AGM e-Request system (https://pro.inventech.co.th/AP135342R/ #/homepage) or QR code on page 13 (Attachment No.1). The pre-registration system (AGM e-Request) will be available from April 12th to April 25th, 2024 until the end of the meeting.

For registration troubleshooting, please follow the instructions or contact the system administrator at 02-931-9130, available during April 12th to 25th, 2024, from 08:30 - 17:30 hrs. (specifically excludes holidays and public holidays)

Wherein the following agenda will be considered.

Agenda 1 To approve and adopt the minutes made at AGM 2023 held on April 27th, 2023. Objective and Reason

The Company held the Annual General Meeting of shareholders 2023 on April 27th, 2023. The minutes of the meeting were sent to the Stock Exchange of Thailand and the Ministry of Commerce within the period of time set by law and are also available on the Company's website (https://investor.apthai.com/ en/downloads/minutes) as per details in Attachment No. 4.

The Board of Directors' opinion

The Minutes of AGM 2023 are correct and complete; therefore, the Shareholders should approve and adopt the aforesaid Minutes.

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Required Votes for Resolution

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

Agenda 2 To acknowledge the Company's 2023 operating results.

Objective and Reason

Form 56-1 One Report 2023, comprising the report of the company's operational results in the financial year 2023 and other important information, has been distributed to the shareholders together with the notice calling for this meeting as per details in Attachment No. 5.

The Board of Directors' opinion

The Shareholders should acknowledge the Company's 2023 operating results.

Agenda 3 To approve the audited financial statements of the Company as of December 31st, 2023.

Objective and Reason

The company's financial statements for the year ended 31st December 2023, as shown in Form 56-1 One Report 2023, which had already been audited by the auditors, have been distributed to the shareholders together with the notice calling for this meeting as per details in Attachment No. 5.

The Board of Directors' opinion

The Shareholders should acknowledge and approve the Company's audited financial statement as of 31st December 2023, which had already been audited by the auditors.

Required Votes for Resolution

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

Agenda 4 To approve the annual dividend payment for the year 2023 and acknowledge the allocation of net profit for legal reserve.

Objective and Reason

In 2023, the Company had a net profit of Baht 2,811.07 million and earnings per share of Baht 0.89 in separate financial statements. The Company had a net profit of Baht 6,054.09 million and earnings per share of Baht 1.92 in consolidated financial statements. Furthermore, the company shall, according to Section 116 of the Public Limited Companies Act, B.E. 2535 (A.D. 1992) has to allocate a portion of annual net profit as a reserved fund in the amount not less than 5 percent of the annual net profit less the accumulated loss brought forward (if any) until the reserved fund attains the amount not less than the amount prescribed by laws.

Presently, the company reserve fund has reached the amount prescribed by laws and the company's Articles of Association. Thus, there is no requirement for the company to allocate its net profit as a reserved fund whatsoever.

The Company has a dividend payout policy of no more than 50% of net profits (shown in a consolidated financial statement) in any financial year. The Company will consider various factors to determine the dividend, such as operation result and financial status, liquidity, business expansion

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prospects, and other factors related to the Company's operation. The payout must be approved by the Board of Directors and the Shareholders.

The comparison of 2023 and 2022 dividend payments is as follows:

Operating year	2023	2022
Earnings per share* (Baht)	1.92	1.87
Annual dividend per share (Baht)	0.70	0.65
Pay-out ratio* (%)	36.46	34.80

*Consolidated financial statements

Whereby shareholders paying personal income tax shall be entitled to a tax credit for the received dividend in accordance with Section 47 bis of the Revenue Code of Thailand, whereas the dividend of Baht 0.70 per share, paid from net profit with 20% Corporate Income Tax, can be credited at 20/80.

• The last trading day for the right to receive dividend (T2) is May 7th, 2024
• The record date to determine shareholders' names for the right to receive the dividend shall be on May 9th, 2024.
• The dividend payment date is May 23rd, 2024.

Board of Directors' opinion

The Board of Directors agreed to propose to shareholders an acknowledgment of dividend payment for the 2023 operating results at the rate of Baht 0.70 per share. The dividend shall be paid from net profit subject to 20% Corporate Income Tax or equivalent to 36.46% of the net profit shown in the consolidated financial statement, according to the Company's policy. The record date to determine shareholders' names for the right to receive the dividend shall be on May 9th, 2024, and the dividend payment will be made on May 23rd, 2024.

Required Votes for Resolution

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

Agenda 5 To approve the appointment of the auditor for 2024 and auditor's fees.

Objective and Reason

Under Section 120 of the Public Limited Companies Act B.E. 2535, the annual general meeting shall appoint an auditor and determine the auditing fee of the company every year. In appointing the auditor, the former auditor may be re-appointed.

The Audit Committee's opinion

The audit committee observed the work performance of EY Office Limited ("EY") and their auditors, nominated to be the company's auditor for the previous year in the previous Annual General Meeting of the shareholders of the Company. The audit committee noted that the auditors worked independently, skillfully, and efficiently. They are also qualified as approved auditors by the Securities and Exchange Commission. EY has rendered their auditing services for the Company and its subsidiaries. Therefore, they are able to perform the work with high comprehension and cooperation.

The audit committee proposed to the Board of Directors to consider and approve the appointment of the following auditors of EY by Miss Kamontip Lertwitworatep, C.P.A. Registration No.4377 (who has

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been an authorized signatory in the Company's financial statement for 4 years in 2020-2023), and/or Mrs. Siriwan Suratepin, C.P.A. Registration No. 4604 (who has been an authorized signatory in the Company's financial statement for 3 years during 2013-2015), and/or Ms. Siriwan Nitdamrong, C.P.A. Registration No. 5906 (who has never been an authorized signatory in the Company's financial statement) to be the company's auditor for the year 2024 with the auditor's fees of Baht 1,750,000 details as the following table;

These three persons have no relationship and conflict of interest with the Company/subsidiaries/ management and major shareholders of the Company.

	Auditor's Remuneration of the Company			Year 2024			Year 2023
			(Baht)			(Baht)
	1. Audit Fee	1,750,000		1,750,000
	2. Non-Audit Fee		none		none
	Total Auditor's remuneration	1,750,000		1,750,000

The Board of Directors' opinion

The Board concurred with the audit committee's recommendation that the meeting of shareholders should consider and approve the appointment of the following auditors of EY by Miss Kamontip Lertwitworatep, C.P.A. Registration No.4377 (who has been an authorized signatory in the Company's financial statement for 4 years in 2020-2023), and/or Mrs. Siriwan Suratepin, C.P.A. Registration No. 4604 (who has been an authorized signatory in the Company's financial statement for 3 years during 2013- 2015), and/or Ms. Siriwan Nitdamrong, C.P.A. Registration No. 5906 (who has never been an authorized signatory in the Company's financial statement) to be the company's auditor for the year 2024 with the auditor's fees of Baht 1,750,000.

In the event that those auditors are unable to perform their duties, EY is authorized to assign another of its auditors to perform the audit and express an opinion on the Company's financial statements in their place.

Required Votes for Resolution

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

Agenda 6 To approve the appointment of the directors to replace those retiring by rotation. Objective and Reason

Under the Company's Articles of Association, no.17, at every annual general meeting, one-third (1/3) of the Directors, or, if their number is not a multiple of three, then the number nearest to one-third (1/3) must retire from office. A retiring Director is eligible to stand for re-election.

Criteria and Selection

Based on the suggestion and consideration of the nomination and remuneration committee, the selection of directors shall be considered from their educational background, expertise, and experience which support the Company's business. The criteria are as follows:

1. Law, SET, and SEC' s regulations and the Company' s articles of association in relation to the director's qualifications.
2. Director's qualifications as stated in the Director's Code of Conduct.

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1. Educational background and working experiences.
2. Training courses related to the director' s duties, the Company' s business, good corporate governance, and policymaking for the high-rank level.
3. Strong awareness of the shareholders' benefit and equality.
4. The devotion of time and capability for the Company's development.

Selection Procedure

The nomination and remuneration committee shall nominate a person with matched qualifications to the Company's criteria and propose to the Board of Director and the shareholders' meeting, respectively.

According to the Company's Articles of Association, the directors who complete their terms are as follows:

Name-Surname	Position in the Board	Type of Director
Mr. Anuphong Assavabhokhin	Vice Chairman	Authorized signatory
	Chief Executive Officer	director
	A member of corporate
	governance and sustainable
	development committee
	A member of nomination and
	remuneration committee
Mr. Pichet Vipavasuphakorn	Director	Authorized signatory
	Managing Director	director
	A member of corporate
	governance and sustainable
	development
	A member of nomination and
	remuneration committee
Mr. Visanu Suchatlumpong	Director	Authorized signatory
		director
Mr. Somyod Suteerapornchai	A member of audit committee	Independent Director
	A member of risk management
	committee
	A member of nomination and
	remuneration committee

The nomination and remuneration committee has considered the matter and suggested as follows: The committee agreed to propose 4 directors who retired by rotation, namely, 1. Mr. Anuphong Assavabhokhin 2. Mr. Pichet Vipavasuphakorn 3. Mr. Visanu Suchatlumpong and 4. Mr. Somyod Suteerapornchai be re-elected to continue their term because all nominated are fully qualified in the Public Limited Company Act B.E. 2535, Notification of the Office of the Securities and Exchange Commission, and the Article of Association of the company.

Along with this Notice, attached are profiles of the nominated directors. (See Attachment No.6)

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The Board of Directors' opinion

The Board of Directors (without participation by any director having interests therein) with the recommendation of the nomination and remuneration committee, has considered the matter, taking into consideration the appropriateness and the best interests of the Company, and was of the view is that all of the aforementioned directors have all the qualifications according to the related regulations, are suitable for the company's business, and do not possess any prohibited characteristics prescribed by laws. They are competent, knowledgeable, and have extensive experience, which is beneficial to the business operations of the Company. Shareholders are recommended to re-elect 4 retiring directors, namely, 1. Mr. Anuphong Assavabhokhin 2. Mr. Pichet Vipavasuphakorn 3. Mr. Visanu Suchatlumpong and 4. Mr. Somyod Suteerapornchai

Furthermore, the board of directors considered and agreed that one independent director namely, Mr. Somyod Suteerapornchai can provide comments independently according to any related regulation and has the knowledge and extensive experience which is beneficial to the business operations of the company. Even Mr. Somyod Suteerapornchai has been continuously in the position of independent director for 9 years and will complete their term of 12 years after the re-election, but the board considered and agreed that they have the knowledge and extensive experience which is beneficial to the business operations of the company.

In this regard, the company also provided opportunities to nominate a qualified person for being a director from 1st December 2023 to 31st December 2023, but the company received no proposals from the shareholders.

Required Votes for Resolution

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

Agenda 7 To approve the directors' remuneration.

Objective and Reason

Under Section 90 of the Public Limited Companies Act B.E. 2535, the payment of directors' remuneration shall be in accordance with the resolution of the shareholders' meeting approved by a vote of not less than two-thirds of the total number of votes of the shareholders present at the meeting.

Procedure and principle for remuneration proposals

The Company proposes the appropriate remuneration rate by comparing it with others in the same business sector. The Company's remuneration is divided into monthly remuneration, meeting allowance, and bonus, which shall be considered yearly with the Company's net profit (and will be proposed in the next agenda). There are no other benefits for directors.The nomination and remuneration committee shall propose the remuneration to the Board of Directors and the shareholders' meeting, respectively.

Factors to be taken into consideration are as follows:

1. Monthly remuneration shall be considered based on position rank, the Company operation results, and comparison with other companies in the same business sector.
2. The bonus shall be considered from the Company profit and dividend payment to the shareholders.
3. Directors acting in more than one position on the Board of Directors and sub- committees shall receive a monthly remuneration of the only position with the highest rate.

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4. The directors acting in the Company' s executive board shall not receive monthly remuneration for the Company's Board, but the bonus shall be in accordance with the Company's Board.

The Company publicly disclosed the directors' remuneration, divided by each director and types of remuneration, in Form 56-1 One Report 2023 for achieving good corporate governance.

The Board of Directors' opinion

The Board of Directors proposes the remuneration for the Company's Board of Directors and sub-committees, which are audit committee, corporate governance and sustainable development committee, nomination and remuneration committee, and risk management committee as follows:

1. Monthly remuneration of the Board of Directors

	Type of director			2024				2023
			(Baht/month)				(Baht/month)
	Chairman of the board	100,000		80,000
	Chairman of audit committee	90,000		75,000
	Chairman of corporate governance	90,000		75,000
	and sustainable development
	committee
	Chairman of nomination and	90,000		75,000
	remuneration committee
	Chairman of risk management	90,000		75,000
	committee
	Directors	80,000		65,000
	2. Meeting allowance of the Board of Directors and Sub-committees
	Type of director			2024				2023
			(Baht/attendance)				(Baht/attendance)
	Chairman		25,000			20,000
	Directors		20,000			15,000

Directors who are also executives of the Company will not receive the monthly remuneration and meeting allowance. They will only be entitled to the director's bonus.

Required Votes for Resolution

The resolution for this agenda item requires not less than two-thirds of the total votes of shareholders who attend the meeting.

Agenda 8 To approve the directors' bonus.

Objective and Reason

Same as Agenda 7 to approve the directors' remuneration.

The Board of Directors' opinion

Based on the suggestion and consideration of the nomination and remuneration committee in compliance with the principle stated in Agenda 7, the Company proposes the directors' bonus for the year 2023 in the amount of Baht 11 million (The bonus for the year 2022 was Baht 10.50 million).