AP Thailand : Manual of AGM 2024

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Attachment No. 1

Manual of the Annual General Meeting of Shareholders 2024

AP (Thailand) Public Company Limited

As the company is concerned for the safety of shareholders, and in order to prevent the spread of Corona virus infection (COVID-19), the Company therefore will hold the 2024 Annual General Meeting of Shareholders on Thursday, April 25th, 2024, at 14:30 hrs. via electronic platforms only. In addition, the company will not provide onsite registration also the live broadcast on AGM Day. Inventech System (Thailand) Co., Ltd. will be the registrar of the meeting participants of the shareholders for transparent and verifiable outcome. The registration and voting process shall be assured to comply with the principle of good corporate governance.

Therefore, all shareholders are requested to authorize an independent director of the company to attend the meeting instead of attending the meeting in person or shareholders may attend the meeting via electronic platforms with following guidelines:

1. For shareholders who wish to attend the meeting themselves or with proxies who are not independent directors through electronic platforms

Pre-registration system (AGM e-Request) will be available 24 hrs. from April 12th, 2024, and the registration will be closed on April 25th, 2024, until the end of the meeting. For more information, please see clause. 1. documents required for registration on page 14

AGM e-Request

and 4. Guidelines for attending of Electronic Meeting by Inventech Connect on page 16.

2. For shareholders who grant a proxy to an independent director and do not wish to attend the meeting through Electronic platforms

The Shareholders can submit an application through the Inventech Connect system, please refer to the manual of procedure for submitting a proxy form to a director (attached documents) through a QR code or send the proxy form together with the required

Manual of procedure	documents to the Company by mail as specified in clause 1. Documents required for
registration on page 14 and 2. authorization on page 15. Complete and send the proxy
for submitting a proxy
together with supporting documents (such as the copy of identification card) to the address
form to a director
below. The documents must arrive at the company by Wednesday, April 24th, 2024, at 17:30 hrs.
(attached documents)

Investor Relations Section

AP (Thailand) Public Company Limited

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

Ratchadaphisek Tat Mai Road, Khlong Toei,

Bangkok 10110, Thailand

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Attachment No. 1

1. Documents required for registration

All attendants to the AGM are required to submit the following documents:

Self-Attending

• Individual person
  o Onecopy of a document issued by the civil sectors which shown a picture of the shareholder and is not expired, i.e., I.D. card, driving license or passport (in case of foreigner) with the shareholder's signature to certify such a document.
• Juristic person (Company, Partnership, Security company, Asset/fund management unit)-Representativeof the Juristic Person who attends the AGM in person shall bring the following documents:
  o Onecopy of a document issued by the civil sectors which shown a picture of the shareholder and is not expired, i.e. I.D. card, driving license or passport (in case of foreigner) with the shareholder's signature to certify such a document.; and
  o Onecopy of the Incorporation Certificate of the Juristic Person with a signature(s) of an authorized person(s) to certify true copy and a message(s) guaranteeing the valid authorization of the representative of the Juristic Person.

Representative

• Individual person-Shareholder who is a natural person and appoints a proxy shall bring along these following documents:
  o The proxy form attached to this AGM Notice: the proxy form must be filled in correctly and completely, and signed by the appointer and proxy;
  o Onecopy of the documents issued by the civil sectors which shown a picture of the appointer (shareholder) and is not expired, i.e., I.D. card, driving license or passport (in case of foreigner): the copy must be signed to certify true copy by the appointer; and
  o Onecopy of the documents issued by the civil sectors which shown a picture of the representative (proxy) and is not expired, i.e., I.D. card, driving license or passport (in case of foreigner): the copy must be signed to certify true copy by the representative.
• Juristic person ( Company, Partnership, Security company, Asset/ fund management unit) - Shareholder who is a juristic person and appoints a proxy shall bring along these following documents:

1. The proxy form attached to this AGM Notice: the proxy form must be filled in correctly and completely and signed by the authorized person(s) of the juristic person, and proxy;

1. Onecopy of Incorporation Certificate of the Juristic Person with a signature(s) of an authorized person(s) to certify true copy and a message(s) guaranteeing the valid authorization of the representative of the Juristic Person; and

1. Onecopy of the documents issued by the civil sectors which shown a picture of the representative (proxy) and is not expired, i.e., I.D. card, driving license or passport (in case of foreigner): the copy must be signed to certify true copy by the representative.

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Attachment No. 1

Non-Thai nationality individual person or juristic person constituting under the foreign law

The aforementioned documents above are also applicable to a non-Thai nationality of a juristic person which is constituted under foreign law, with the following conditions:

∗

∗

The proxy will only be valid with the notary public certify;

The Incorporate Certificate may be issued either by the civil sector of the government which such juristic person is constituted under or by the juristic person's staff and must be certified by the notary public; and

• Any documents made in any other languages than English must be translated into English and certified the correctness of translation by the representative.

2. Authorization

There are two types of proxies, which are attached to this notice:

• Proxy (Form B.) is a proxy letter in which the shareholder either is provided choices of votes for the shareholders to mark, i.e., approve, disapprove or abstains, or allows the representative to choose the votes for the shareholder in the only specified agenda.
• Thailand Securities Depository Co., Ltd. (TSD) already delivered proxies (Form B.) and notification of meeting form with QR code to every shareholder.
• Proxy (Form C.) is used only with a foreign shareholder who appoints the custodian in Thailand to be in charge of his/her shares.

The two types of proxies; B and C are downloadable from the company' s website: https://investor. apthai.com/en/downloads/shareholders-meetings

Authorization step

• Fill in only one proxy form provided as above.
  o General shareholders must use only proxy form B.
  o Foreign shareholders who appoint a custodian in Thailand must use only proxy form C.
• AP proposes 2 audit committee members who are also qualified as independent directors to be a proxy. Their names-surnames, ages, and addresses are stated in the latter of the meeting notice.
• Every proxy letter must be affixed with duty stamp of Baht 20 which is crossed and dated in order to legalize such proxy.
• Every document (such as a copy of the ID card) must be crossed with the message "For the purpose of AGM 2024 registration of AP (Thailand) PCL only" and sign to certify such document.

3. Submission of questions in advance

Shareholders may submit questions or comments regarding the meeting agenda to the company in advance before the meeting via email at [e-mail] by Wednesday, April 24th, 2024, at 17:30 hrs. The company will consider every question to reply in the meeting.

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Attachment No. 1

4. Guidelines for attending of Electronic Meeting by Inventech Connect

Shareholders and proxies wishing to attend the meeting can proceed according to the procedure for submitting the request form to attend the meeting via electronic platforms as follows:

4.1 Step for requesting username & password via e-Request system

1. The Shareholders must submit a request to attend the meeting by Electronic platforms via Web Browser at https://pro.inventech.co.th/AP135342R/#/homepage or scan QR Code and follow the steps as shown in the picture.

1. Click link URL or scan QR Code in a notice of meeting.
2. Choose the type of request for requesting form according to these 4 steps:
   Step 1 Fill in the information shown on the registration page.
   Step 2 Fill in the information to verify.
   Step 3 Verify via OTP.
   Step 4 The system will show information again for you to verify the accuracy of your information if the meeting request is approved.
3. Please wait for an incoming email of meeting details and password.

** To merge user accounts, please use the same email and phone number **

1. For Shareholders who would like to attend the Meeting either through the electronic platforms by themselves or someone who is not the provided independent director, please note that the electronic registration will be available from April 12th, 2024, at 8:30 a.m. and shall be closed on April 25th, 2024, until the end of the meeting.
2. The electronic conference system will be available on April 25th, 2024, at 12:30 p.m. (2 hours before the opening of the meeting). Shareholders or proxy holders shall use the provided username and password and follow the instruction manual to access the system.

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Attachment No. 1

4.2 Appointment of proxy to the Company's directors

For Shareholders who authorize one of the Company's independent directors to attend and vote on his or her behalf, The Shareholders can submit a request to attend the meeting by electronic platforms of the specified procedures. Please refer to the manual of e-Request by scanning the QR code on page 18 and accessing the manual for submitting a proxy form to a director (attached document) or send the proxy form together with the required documents to the Company by mail to the following address. The proxy form and required documents shall be delivered to the Company by April 24th, 2024, at 17:30 hrs.

Investor Relations section

AP (Thailand) Public Company Limited

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

Ratchadaphisek Tat Mai Road, Khlong Toei,

Bangkok 10110, Thailand

If you have any problems with the software, please contact Inventech Call Center

Tel. [phone]

LINE: @inventechconnect

The system is available during April 12th - 25th, 2024 from 08:30 - 17:30 hrs.

(Specifically excludes holidays and public holidays)

4.3 Steps to cast your votes (e-Voting)

1. Get the email and password that you received from your email or request OTP.
2. Click on the "Register" button; the system has already registered and counted as a quorum.
3. Click on "Join Attendance", then click on the "Join Meeting" button.
4. Select which agenda item that you want to vote on.
5. Click on the "Vote" button.
6. Click the voting button as you choose.
7. The system will display the status of your latest vote.

Please click the "Cancel latest vote" button in order to cancel the most recent vote. (This implies that your vote will be determined by the agenda's results or that your most recent vote will be equivalent to not voting at all.) Up until the voting on that agenda system closes, you can change your vote.

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Attachment No. 1

4.4 Steps to ask questions via Inventech Connect

• Select a proposed agenda.
• Click the "Question" button.

1. Asking a question

• Type your question, then click "Send".

1. Asking a question via video

• Click the "Conference" button.
• Click the "OK" button to confirm your queue.
• Please wait for your queue, then you can enable microphone and camera on your device.

4.5 Inventech Connect user manual

Manual of e-Request

Manual of e-Voting

Video of using Inventech Connect

Note:The operation of the electronic conference system and the Inventech Connect system rely on the internet connection as well as the devices and/or device applications used by shareholders or proxies. For better performance, please use a supported device and/or a supported web browser before connecting to the system.

1. Internet speed requirement:
2. • High-DefinitionVideo needs at least 2.5 Mbps (recommended speed).
   • High-QualityVideo needs at least 1.0 Mbps.
   • Standard-QualityVideo needs at least 0.5 Mbps.
3. Supported devices:
4. • Smartphones or tablets that run iOS or Android OS
   • Desktop computers or laptops that run Windows OS or macOS.
5. Supported web browsers: Chrome (recommended web browser), Safari, and Microsoft Edge

• The system is incompatible with Internet Explorer **

• The right to attend the E-AGM meeting is limited to shareholders or proxies only.
• The company does not provide a live broadcast on AGM Day through other channels.

For troubleshooting on AGM date, please contact 02-931-9130, available from 08:30 hrs. until the end of the meeting.

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Attachment No. 1

5. Meeting quorum and agenda related person

A quorum of a meeting of shareholders requires a lesser of a number of twenty-five (25) shareholders or one-half or more of the total number of shareholders, holdings in aggregate one-third (1/3) or more of the total issued shares, which is equivalent to 1,048,633,165shares for this AGM.

If the shareholder leaves the meeting during the meeting, the system will remove the votes of the shareholder from the meeting on the agenda that has not yet been processed.

Any shareholder(s) related to any agenda will not be eligible to cast vote(s) of such agenda, except for the director appointing agenda.

6. Vote counting and casting

Each shareholder has one vote in every one share. Any resolution or approval shall be received votes more than half of the total shares of the shareholders attending the meeting and casting the votes, except otherwise stated in AP's article of association or in law, for example, the capital increase or decrease, or director remuneration agenda.

Any shareholder(s) related to any agenda will not be eligible to cast vote(s) of such agenda, except for the director appointing agenda.

Vote casting procedure

• The agenda is chosen by the shareholders for voting. After that, click the "Vote" button. The system will show the three checkboxes for voting: Agree, Disagree, and Abstain. Press the "Cancel Voting" button if you would like to cancel the vote.
• The system will show all names of proxies if there are many shareholders or proxy holders. Each user account has a separate voting process.
• Any shareholder who failed to cast a vote within the time limit will have their vote recorded as "Agree".

Vote casting by proxy form

• For proxy form A., the representative is to vote as if the shareholder cast the vote by him/herself.
• For proxy form B., the shareholder already casts the vote in the form, the registration staff will record the votes according to the form; the representative does not need to vote unless the shareholder does not cast the vote in the form. The representative is also eligible to cast the vote in the form in case that the vote made by the shareholder is unclear.
• For proxy form C., the vote casting is the same as proxy form B.

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Attachment No. 1

7. Meeting procedure

The Chairman of AP's board of directors will reside as the chairman of the meeting. If the chairman is not in the meeting or is unable to proceed the meeting, the vice chairman will reside as the chairman of the meeting instead. The AP's board secretary will be the secretary of the meeting, taking the meeting minutes and moderating the meeting to comply with the law and the principle of good corporate governance.

The Chairman of the meeting will propose each agenda to the meeting and may assign the relevant person to clarify the details to the meeting. Upon the information of each agenda is well given to the meeting, the Chairman will open the floor for questioning or commenting to the shareholders. The shareholder who wishes to do so must inform his/her first name and surname in order to be recorded in the meeting minutes. The shareholders must keep in mind that the question or comments must be related to the agenda being considered at the time.

When no more question or comment is raised, the Chairman of the meeting will propose the secretary of the meeting to announce the voting result which is counted by the Registrar.

Voting result of each agenda is considered to be final.

8. Meeting result

The AP's Corporate Secretary will submit the meeting result as a news to the SET website (https:// www.set.or.th/en/market/product/stock/quote/AP/news) and AP website under IR section > SET announcements (https://investor.apthai.com/en/newsroom/set-announcements) with the information of vote casting, numbers of votes in each agenda and numbers of meeting participants within the meeting day or the morning after.

The AGM minutes will be submitted to the SET and SEC and published as a news in the SET website website (https://www.set.or.th/en/market/product/stock/quote/AP/news) and AP website under IR section > Shareholders' meeting (https://investor.apthai.com/en/downloads/shareholders-meetings) within 14 days from the meeting date.

Should you have any questions or comments, please submit to:

Corporate Legal and Compliance department

AP (Thailand) Pcl.

170/57 Ocean Tower 1, 29th Floor,

Ratchadaphisek Tat Mai Road, Khlong Toei,

Bangkok 10110, Thailand

Tel. [phone] ext. 143 or 323

Email: [e-mail]

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Attachment No. 1

Guidelines for attending of Electronic Meeting

Conditions of use

In case of merging/changing accounts

In case of filing multiple requests and using the same email address and phone number, the system will merge accounts. In case of a user having more than one account, you can click on the "Change account" button, and the accounts that are already logged in will continue to be counted as quorums.

In case of leaving the meeting

Attendees can click on the "Register to exit the quorum" button, and their votes will be eliminated from the scoring base of unvoted agenda.

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Attachment No. 1

meeting processes for	in person and by proxy
Online registration and	shareholders attending