Enclosure No. 1

(Translation)

Minutes of the 2023 Annual General Meeting of Shareholders of

Berli Jucker Public Company Limited,

convened on 26 April 2023, at 15.00 hrs., through electronic media according to

the Emergency Decree on Electronic Meeting B.E. 2563 (2020),

Mr. Charoen Sirivadhanabhakdi, Chairman of the Board of Directors, who presided as the Chairman of the Meeting (the "Chairman") declared the 2023 Annual General Meeting of Shareholders (the "Meeting") duly convened at 15.00 hrs. and welcomed the shareholders attending the Meeting. In order for the Meeting to be conducted efficiently and in an orderly manner, the Chairman assigned Mr. Thirasakdi Nathikanchanalab, a director, to act as the facilitator of the Meeting (the "Facilitator") and assigned Miss Ornanong Muangphan to act as the secretary of the Meeting (the "Secretary").

Mr. Thirasakdi Nathikanchanalab, the director, informed the Meeting that there were 1,273 shareholders attending the Meeting in person and by proxy, holding in aggregate 3,497,120,689 shares, equivalent to 87.2579 percent of the total 4,007,796,699 issued shares. A quorum was thus constituted in accordance with the Articles of Association of Berli Jucker Public Company Limited (the "Company"). Therefore, he introduced 16 directors of the Company attending the Meeting which accounted for 100 percent of the directors of the Company as follows:

1.

Mr. Charoen Sirivadhanabhakdi

Chairman of the Board of Directors

2.

Mr. Tevin Vongvanich

Vice Chairman of the Board of Directors and

Chairman of the Nomination and Remuneration

Committee

3.

Mr. Prasit Kovilaikool

Independent Director and

Chairman of the Risk Management Committee

4.

Miss Potjanee Thanavaranit

Independent Director and

Chairman of the Audit Committee

5.

Prof. E. Pirom Kamolratanakul, M.D., M.SC.

Independent Director and

Chairman of the Sustainability Development Committee

6.

Mr. Weerawong Chittmittrapap

Independent Director

7.

Police General Krisna Polananta

Independent Director

8.

Associate Prof. Kamjorn Tatiyakavee, M.D.

Independent Director

9.

Mr. Rungson Sriworasat

Independent Director

10.

General Thanadol Surarak

Independent Director

11.

Assoc. Prof. Pimpana Srisawadi

Independent Director

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 9 of 83

Enclosure No. 1

(Translation)

12.

Mr. Thirasakdi Nathikanchanalab

Director

13.

Mr. Prasert Maekwatana

Director

14.

Mr. Sithichai Chaikriangkrai

Director and Chairman of the Investment Committee

15.

Mr. Aswin Techajareonvikul

Director and Chief Executive Officer and President

16.

Mrs. Thapanee Techajareonvikul

Director and Executive Director

In order for the Meeting to be conducted efficiently and in an orderly manner, Mr. Thirasakdi Nathikanchanalab assigned the Secretary to inform the details of the procedures for attending the meeting through electronic media.

The Secretary introduced the executives and the auditors of the Company attending the Meeting as follows:

1.

Mr. Vichien Rungwattanakit

President of Packaging Business

2.

Mr. Tul Wongsuphasawat

President of Consumer Products Business

3.

Mrs. Suwannee Poonapanont

President of Healthcare and Specialties Business

4.

Mr. Boonsak Stitmannaithum

Senior Executive Vice President of Logistics &

Engineering Business

5.

Mr. Teera Werathamsathit

Group Chief People Officer

6.

Miss Anchalee Rimviriyasab

Chief Financial Officer of BJC

7.

Mrs. Kamonwan Sivaraksa

Executive Vice President of Group Legal and

Compliance Division

The auditors of Deloitte Touche Tohmatsu Chaiyos Audit Co., Ltd. are as follow:

  1. Mr. Choopong Surachutikarn
  2. Mr. Wee Sujarit
  3. Mr. Sorasit Pitarangsi
  4. Miss Sirikamol Ungsitthipoonporn

This Meeting was only held through electronic media conference, as required by the Royal Decree on Electronic Media Conference, B.E. 2563. The Company does not have any registration at the meeting venue. In order to ensure that the Meeting was carried out smoothly and effectively in the best interests of the Company and all shareholders, the Secretary informed the Meeting of the procedures of the Meeting, voting and counting of the votes through AGM e-Voting with details and guidelines for voting and counting appear in the documents supporting the Annual General Meeting of Shareholders

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 10 of 83

Enclosure No. 1

(Translation)

for the year 2023 which have already been delivered to all shareholders and summary of important principles for understanding are as follows:

Voting and vote-counting through AGM e-Voting

  1. All shareholders shall be given one vote per share for voting in a meeting. The agenda item 2 is for acknowledgment, there is no voting required. For the agenda item 5, the shareholders are able to vote for the election of 6 directors which the agenda were separated, in order to allow all shareholder to consider the election of directors on each director basis.
  2. The shareholders are entitled to cast their votes only as "Approved", "Disapproved" or
    "Abstained".
  3. The vote-counting will be done by deducting the number of "Disapproved" and "Abstained" from the total voting. The remaining votes are deemed as "Approved".
  4. Shareholders arriving during consideration of an agenda will have the right to vote for such agenda and those remaining which they attend only. In this connection, the number of attending shareholders and voting for each agenda may vary.
  5. When the result of the votes of any agenda has been tallied, the Chairman or the Facilitator will inform the Meeting of the voting result accordingly.

In addition, for the purposes of transparency of vote counting, the Secretary invited the audit representative, namely Miss Sirikamol Ungsitthipoonporn, to act as a witness for vote counting.

Inquiry in the Meeting

  1. Prior to casting their vote on each agenda item, the Chairman or the Facilitator will give an opportunity to ask questions or express their opinions related to that agenda item properly.
  2. The shareholders or proxies could provide or express their opinions by typing messages with polite words in Q&A. Please then click to send a question The Company will answer your questions in the Meeting during the time of agenda consideration related to that question In the event that there are many questions sent into the system, the Company will consider selecting questions as appropriate and according to the relevant laws. The Company will answer questions based on similar or similar types of questions at the same time.
  3. The Company will conclude all questions and answers provided by the shareholders in advance and between the Meeting related to the agenda item of this Meeting. The Company will gather the said as an attachment to the minutes of AGM.

The Secretary, then, conducted the Meeting in accordance with the following agenda items.

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 11 of 83

Enclosure No. 1

(Translation)

Agenda Item 1

To adopt the Minutes of the 2022 Annual General Meeting of Shareholders

held on Thursday, 21 April 2022

The Secretary informed the Meeting that a copy of the Minutes of the 2022 Annual General Meeting of Shareholders had been delivered to all shareholders with the notice calling this Meeting. After due consideration, the Board of Directors deemed that the Minutes were accurately and completely recorded, then proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders as mentioned above.

The Secretary provided the shareholders an opportunity to raise questions or express opinions.

No shareholders raised any questions or expressed any opinions. The Secretary, therefore, asked the Meeting to proceed with the vote casting. The voting result is summarized as follows:

For this agenda item, there were 1,278 shareholders attending the Meeting, representing 3,497,126,315 votes.

Approved

3,497,123,205

vote(s),

equivalent to

99.9999

percent

Disapproved

0

vote(s),

equivalent to

0.0000

percent

Abstained

3,110

vote(s),

equivalent to

0.0000

percent

Invalid Ballots

0

vote(s),

equivalent to

0.0000

percent

Resolution: The Meeting resolved, by the majority vote of the shareholders attending the Meeting and eligible to vote, that the Minutes of the 2022 Annual General Meeting of Shareholders, held on Thursday, 21 April 2022, be adopted.

Agenda Item 2

To acknowledge the Company's operational results for the year 2022

The Secretary invited Mr. Aswin Techajareonvikul, Chief Executive Officer and President, to present the report of the Board of Directors on the operational results for the year 2022 to the shareholders.

The Chief Executive Officer and President informed the operational results of the Company Group and Highlights for the year 2022 to the Meeting as follows:

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 12 of 83

Enclosure No. 1

(Translation)

Highlights for the year 2022

January 2022

Big C launched new digital cross-border shopping channel to reach 1 billion Chinese population. With the development of Big C Chinese shop front in WeChat mini program, we have gained popularity among Chinese tourists by delivering Big C Chinese favorite products to customers home in anywhere in China.

April 2022

BJC Healthcare and Cariva formed B-Med X Company to enter telemedicine market, building Online- to-Offline Commerce (O2O) business by leveraging BJC's business footprint and experience, and CARIVA's expertise in technology-as-service, data infrastructure, and new technology.

May 2022

  • Big C completed an asset acquisition of 1 8 Kiwi Mart convenience stores in Cambodia. This acquisition is in line with Big C's strategy to increase its footprint in ASEAN.
  • BJC started construction of new Aluminum can line with the capacity of 400 million cans or 200 million aluminum bottles per year, adding about 10% to our current Aluminum Can capacity with plan to start commercial operations in September 2023. This is the first Aluminum line in Thailand capable of producing aluminum bottles.

July 2022

BJC celebrated its 140th Anniversary, a remarkable journey that has taken it from a supply chain and distribution powerhouse in to a leading integrated retail platform in ASEAN with a strong manufacturing and distribution capabilities.

August 2022

Big C launched new Line official store front and digital cart for all hypermarket and supermarket stores, and soon to roll out in all Big C Mini stores by January 2023, making shopping through Line application more convenient and user friendly for its non-Application shoppers who are keen to interact with our personal shoppers for shopping assistance.

November 2022

Big C launched completely redesigned and in-house developed Big C Plus application that is significantly faster, easier to use than our previous version, and importantly provides us capacity to response to Big C shoppers' needs who are currently sophisticated in navigating through self-served digital shopping with us and drive our online sales growth for years to come through integrated loyalty program with shopping Online application and website.

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 13 of 83

Enclosure No. 1

(Translation)

December 2022

BJC was listed on the Dow Jones Sustainability Indices (DJSI), with the world's highest score in Food

  • Staples Retailing industry of the 2022 S&P Global Corporate Sustainability Assessment, and the company has been listed on DJSI Emerging Markets for the second consecutive year. This is a testament to our commitment to applying sustainability approach to drive our business by balancing economy, environment and society under principles of good corporate governance.

Sales of Consumer Goods and Service Segment

Overview of Financial Operating Results

The Company reported on the income attributable to sales and services for the year 2022 equivalent to THB 150,338 million, increased by THB 11,873 million or 8.6 percent compared with the previous year, due to a increase in sales and services from Packaging Segment and Modern Retail Segment

Packaging Goods and Service Segment

Sales of packaging goods and service segment for the year 2022 were THB 24,821 million, increasing the amount of THB 4,884 million or 24.5 percent from the previous year. due to Thailand's and Vietnam's continuing economic recovery. This has a positive impact on both glass and can packaging. Including the sale of packaging increased from the cost of raw materials and utilities expense.

Consumer Goods and Service Segment

Sales of the consumer goods and service segment for the year 2022 were THB 21,410 million, increasing the amount of THB 1,275 million or 5.6 percent from the previous year. The cause is that sales in the logistics business have decreased. Big C's logistics section management has transitioned from a logistics business to a modern retail business since the beginning of the year. As a result, total sales decreased compared to the same period last year.

Healthcare and Technical Goods and Service Segment

Sales of the healthcare and technical goods and service segment for the year 2022 were THB 8,880 million, decreasing in the amount of THB 1 84 million or 2. 0 percent from the previous year. Due to a decrease in pharmaceutical product and service sales as a result of a decrease in COVID-related goods compared to the previous year. Included as a Medical equipment delivery times are becoming longer from the concisely situation of global semiconductor procurement and the change in purchasing policy of the Government Pharmaceutical Organization in October 2022

Modern Retail Goods and Service Segment

Sales of modern retail goods and service segment for the year 2022 were THB 109,206 million, increasing in the amount of THB 6,798 million or 6.6 percent from the previous year. Due to the continuous economic recovery caused by the number of tourists recovering which has a positive effect

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 14 of 83

Enclosure No. 1

(Translation)

on sales growth, resulting in sales growth of 2 percent in 2022. (Sales per branch Excluding sales of B2B products to grow 3.2% in 2022)

Modern Retail Goods and Service Segment continued to expand its branches. In 2022, Big C has launched 1 food place, 1 food service, and 91 Big C Mini outlets were opened in Thailand, including the acquisition of a convenience store. 18 Kiwi Marts in Cambodia, resulting in the total number of hypermarkets at the end of 2022 at 154 (including 1 Big C Supercenter in Cambodia), 61 supermarkets (Big C Market 36 branches, Big C Food Place, Supermarket 11 branches, Big C Depot 11 branches and

  1. Food Service Wholesale 3 branches) Big C Mini 1,449 branches (including franchise branches) 55 branches in Thailand, 17 Big C Mini stores and 2 Premium Kiwi convenience stores in Cambodia) and 146 Pure Pharmacy stores. In addition, in August 2022, a new chat commerce platform was launched at Big C stores. which is linked to the Big C store's official account in the LINE messaging application, and in November 2022 launched the newly designed and developed in-house application Big C PLUS. With the intention of expanding through the omnichannel of modern retail products and services.

Net profit for shareholders of consumer goods and service segment

Overview of Financial Operating Results

The Company reported on the Net Profit attributable to the Company's shareholders for the year 2022 equivalent to THB 5,010 million, increased by THB 1,425 million or 39.8 percent compared with the previous year, due to the packaging segment's increasing sales, as well as to increase in sales ability, rental revenue and profitability in the modern retail segment.

Packaging Goods and Service Segment

Net profit for shareholders of packaging goods and service segment for the year 2022 was THB 1,951 million, decrease by THB 216 million or 10.0 percent compared with the previous year, due to a increased in raw material cost and utility expenses.

Consumer Goods and Service Segment

Net profit for shareholders of Consumer Goods and Service Segment for the year 2022 was THB 913 million, decrease by THB 316 million or 25.7 percent compared with the previous year, a result of a decrease in sales and gross margins caused by an increase in raw material cost and utility expenses.

Healthcare and Technical Goods and Service Segment

Net profit for shareholders of healthcare and technical goods and service segment for the year 2022 was THB 948 million, decrease THB 78 million or 7.6 percent compared with the previous year, as a result of a decrease in sales and gross profit margin.

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 15 of 83

Enclosure No. 1

(Translation)

Modern Retail Goods and Service Segment

Net profit for shareholders of modern retail goods and service segment for the year 2022 was THB 3,718 million, decrease THB 1,263 million or 51.4 percent compared to the previous year. due to increased sales and rental income recovery and profitability.

Moreover, the Company paid dividend from the operation for the year 2022 in rate of THB 0.80 per share, totaling THB 3,206,237,359, as divided into 2 interim dividend payments as follows:

  1. Interim dividend payment of the first half year of 2022 at the rate of THB 0.15 per share, which was paid on 8 September 2022, totaling THB 601,169,505; and
  2. Annual dividend payment from the Company's profit as at 31 December 2022 at the rate of
    THB 0.65 per share, which was paid on 24 May 2023, totaling THB 2,605,067,854.

The Chief Executive Officer and President gave the Meeting an opportunity to raise questions or express opinions.

No shareholders raised any further questions or expressed any opinions.

This agenda item was only for acknowledgment, therefore, no voting was required.

Agenda Item 3

To consider and approve the Statement of Financial Position, the Statements of

Profit or Loss and Other Comprehensive Income for the year ending 31 December 2022

which had been audited by the certified public accountant

The Secretary proposed that the Meeting consider and approve the Statement of Financial Position, the Statements of Profit or Loss and other comprehensive income for the year ending 31 December 2022, which had been audited by the certified public accountant and approved by the Audit Committee and the Board of Directors, as detailed in the Annual Report that had been delivered to all shareholders with the notice calling this Meeting. The Secretary asked the Chief Executive Officer and President, to report a summary of the Statement of Financial Position to the Meeting.

The Chief Executive Officer and President reported a summary of the Statement of Financial Position for the year 2022, as follows:

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 16 of 83

Enclosure No. 1

(Translation)

Unit: THB Million

Year 2022

Year 2021

Increase / Decrease

by (%)

Statement of Financial Position

Total assets

Total liabilities

Shareholders' equity

Book Value (THB per share)

Statements of Profit or Loss

Revenue from sale of goods and rendering of services

Net profit

Basic earnings per share (THB per share)

Key Financial Ratio

Gross Profit Margin

Net Profit Margin

336,045

211,896

118,291

29.51

150,338

5,010

1.25

18.38%

3.33%

329,879

208,575

115,875

28.91

138,465

3,585

0.89

18.79%

2.59%

1.9%

1.6%

2.1%

2.1%

8.6%

39.7%

40.4%

-0.41%

0.74%

The Chief Executive Officer and President gave the Meeting an opportunity to raise questions or express opinions.

No shareholders raised any further questions or expressed any opinions.

No shareholders raised any questions or expressed any opinion. The Secretary, therefore, asked the Meeting to proceed with the vote casting. The voting result is summarized as follows:

For this agenda item, there were 1,279 shareholders attending the Meeting, representing 3,497,126,415 votes.

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 17 of 83

Enclosure No. 1

(Translation)

Approved

3,495,960,205

vote(s),

equivalent to

99.9666

percent

Disapproved

0

vote(s),

equivalent to

0.0000

percent

Abstained

1,116,210

vote(s),

equivalent to

0.0333

percent

Invalid Ballots

0

vote(s),

equivalent to

0.0000

percent

Resolution: The Meeting resolved, by the majority vote of the shareholders attending the Meeting and eligible to vote, that the Statement of Financial Position, the Statements of Profit or Loss, and Other Comprehensive Income for the year ending 31 December 2022

be approved by the certified public accountant, as proposed.

Agenda Item 4

To consider and approve the allocation of profits as a legal reserve and the dividend payment for

the operational results of the year 2022

The Secretary invited Mr. Aswin Techajareonvikul, Chief Executive Officer and President, to inform the Meeting of the details with respect to the allocation of profits as a legal reserve and the dividend payment for the operational results of the year 2022.

The Chief Executive Officer and President informed the Meeting of the allocation of profits for the accounting period of 2022 as follows:

As the operational results for the year 2022 showed in profit, the Board of Directors Meeting No. 3/2022, convened on Wednesday, 10 August 2022, resolved to approve the interim dividend payment to be made on Thursday, 8 September 2022, at the rate of THB 0.15 per share. The Company, therefore, deemed it appropriate to report the said dividend payment to the shareholders at this Meeting.

In addition, the Company proposed that the Meeting approve the dividend payment at the end of the year at the rate of THB 0.65 per share. After combining the rates of the proposed dividend payment with the interim dividend payment, the total dividend payment of the Company during the year 2022 is THB 0.80 per share. The Company shall make the proposed dividend payment on 24 May 2023 to the shareholders whose names were set out in the share register book of the Company as at the date to record the names of the shareholders who are entitled to dividend payments (Record Date) on 8 May 2023. The Company has allocated THB 411,462,670 from its profits as a legal reserve, or equivalent to 10 percent of its total registered capital of THB 4,114,626,699, as required by the law. The details of the dividend payment for the year 2022 had been delivered to the shareholders with the notice calling this Meeting.

The Chief Executive Officer and President gave the Meeting an opportunity to raise questions or express opinions.

Berli Jucker Public Company Limited

Supporting Documentation for the 2024 AGM Page 18 of 83

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Berli Jucker pcl published this content on 04 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 08:03:14 UTC.