Buriram Sugar : Invitation Letter of the 2024 Annual General Meeting of Shareholders

2024 Annual General Meeting of Shareholders

Buriram Sugar Public Company Limited

Monday 22nd April 2024 at 13.30 hrs. (Registration 12.00 hrs.) Via Hybrid Meeting at Siam Hall, 6rd Floor of Eastin Grand Hotel Phayathai and through electronics means (E-AGM) in accordance with the criteria specified in the laws

Attend in person via electronic means (E-AGM)

Shareholders will be able to register through the system from April 10-19, 2024 at 10.00 hrs. onwards.

For more information, please contact the administrator of AGM Voting Tel. [phone] or 0-2483-6259 or E-mail:[e-mail]

Attend by grating a proxy to an Independent Director

Shareholder shall submit the registration documents to the Company within April 19, 2024 via the following channels

• 1. E-mail:[e-mail]

• 2. Post: Attn: Company Secretary, Director Office Buriram Sugar Public Company Limited

  128/77-78 Phayathai Plaza Building 7th Fl., Phayathai Road, Thung Phayathai, Ratchathewi, Bangkok 10400

(Translation)

No. BRR3 2024/005

March 25th, 2024

Subject:	Invitation to Annual General Meeting of Shareholders 2024
To:	Shareholders of Buriram Sugar Public Company Limited
Attachment
1.	Copy of the minutes of the Annual General Meeting of Shareholders No.1/2023 held on April 27,2023
(For consideration of agenda 1)
2.	2023 Annual Report (Digital File) in the form of QR Code including Financial Statement for the fiscal year ended
on December 31, 2023. (For consideration of agenda 2 and 3)
3.	Profiles of the directors proposed for re-election in replacement of the directors retired by rotation (For consideration of
agenda 5)
4.	Scope of duties of the Board of Directors and definition of the independent directors
(For consideration of agenda 5)
5.	Profile of the newly appointed auditor (For consideration of agenda 7)
6.	The Company's Articles of Association which related to the shareholders meeting
7.	Regulation for attending the 2024 Annual General Meeting of Shareholders
8.
9.
10.
11.
12.

• • Necessary documents and evidences for meeting attendance

• • Procedures in attending meeting through electronic means (E-AGM)

• • Proxy authorization and method of proxy authorization

• • Voting procedures and votes counting

Guidelines for attending the 2024 Annual General Meeting of Shareholders at the meeting venue and via electronic means (E-AGM)

Profiles of the proxy independent directors

Proxy form A, B and C. (Attachment No.10.1, 10.2 and 10.3 respectively) Map of the meeting venue

Privacy Notice

The Board of Directors' Meeting No. 1/2023 of Buriram Sugar Public Company Limited which was held on Wednesday 28 February 2024 had the resolution to convene the 2024 Annual General Meeting of Shareholders ("AGM") on Monday 22 April 2024, at 13.30 P.M. (Registration at 12.00-13.30 A.M.) via Hybrid Meeting at Siam Hall, 6rd Floor of Eastin Grand Hotel Phayathai which is located on 18 Phaya Thai Road, Thung Phaya Thai Subdistrict, Ratchathewi District, Bangkok 10400 and through electronics means (E-AGM) only in accordance with the criteria specified in the laws on electronic meeting to consider the following agenda.

Agenda 1

To certify the Minutes of the Annual General Meeting of Shareholders No.1/2023 held on April 27, 2023

Facts and Rationale: The Minutes of the Annual General Meeting of Shareholders No.1/2023 held on April 27, 2023 was completed within 14 days since the meeting date and submitted to the Stock Exchange of Thailand ("SET") and Ministry of Commerce within legally required period. (Attachment No.1)

Board of Directors' Opinion: The Board of Directors found that the Minutes of the Annual General Meeting of Shareholders No.1/2023 had correctly been stated. Thus, The Board of Directors approved to propose to the 2023 Annual General Meeting of Shareholders to consider and adopt the mentioned minutes. The copy of the minutes can be found in Attachment No.1

Required Voting: The majority of votes cast by shareholders attending the meeting and casting vote would be deemed as a resolution.

Agenda 2

To acknowledge the report on the company's operating results for the year 2023

Facts and Rationale: The Company summarized the performance and importance changes of the year 2023 that are disclosed in the 2023 annual report in the form of QR code as Attachment No.2

Board of Directors' Opinion: The Board of Directors found that it appropriates for the meeting to acknowledge the operating results in 2023.

Required Voting: Voting for this agenda is not required

Agenda 3

To certify and approve the audited financial statements for the year ended on December 31, 2023

Facts and Rationale: The Board of Directors has provided financial statement of the company for the year ended on December 31, 2023 which has been audited by the certified public accountant to propose to the 2024 Annual General Meeting of Shareholders to consider and approve in conformance with the Section 112 of Public Company Limited Act, B.E. 2535 The details can be found in Attachment No.2.

Board of Directors' Opinion: The Board of Directors found that it appropriates for the meeting to consider and approve the financial statements of the company for the year ended on December 31, 2023 which has been audited by the certified public accountant of EY Office Company Limited and approved by the Audit Committee. The summary of the Company's financial statements are stated in the next page.

Required Voting: The majority of votes cast by shareholders attending the meeting and casting vote would be deemed as a resolution.

Financial Statements for the year ended on December 31, 2023 in the form of QR code

QR Code for downloading the Company's financial statements for the year ended on December 31, 2023

For iOS System

• 1. Turn on the mobile camera.

• 2. Focus the mobile camera to QR Code to scan it.

• 3. The notification will appear on top of the screen. Click on the notification to access documents regarding the financial statements of the Company.

Remark: In case the notification does not appear on the screen of mobile phone, the QR Code can also be scanned with other applications such as QR CODE READER, Facebook or Line.

For Android System

1. Open applications such as QR CODE READER, Facebook or Line. How to scan the QR Code with Line application

•  Open Line application and click on "Add friend"

•  Choose "QR Code"

•  Scan the QR Code

2. Focus on the mobile camera to scan the QR Code to display the company's financial statements.

Agenda 4

To consider and approve the appropriation of net profit as the legal reserve and dividend payment from the operating results for the year ended December 31,2023

Facts and Rationale: According to Public Limited Companies Act, B.E. 2535 Section. 116, Public Listed Companies must appropriate part of its annual net profits to a reserve fund in an amount of not less than five percent of the annual net profits with thededuction therefrom the amount representing the accumulated loss carried forwards (if any) until this reserve fund reaches the amount of not less than ten percent of the registered capital, unless a greater amount of the reserve fund is required by the articles of association of the company or other laws. In this regard, as the Company does not allocate net profits as a legal reserve fund in accordance with the law and therefore will allocate as a legal reserve fund in the amount of 5,321,117.01 Baht for the year 2023 from net profits on the separate financial statement for the operating result as of Decmber, 31 2023.

Moreover, it is proposed to allocate the dividend payment from net profits on the consolidated financial statement for the operating result of 2023 in the amount of 812,100,366 ordinary shares at the rate of 0.20 Baht per share fromthe Company's earnings is subject to 20% of the corporate income tax at the rate of 0.20 Baht per share. Thus, the total dividend payment is 162,420,073.20 Baht or equivalent to 30% of net profits of the consolidated financial statement of the Company. Therefore, the allocation of dividend payment which does not comply with the Company's dividend payment policy since the Company aimed to use as the working capital in business operations and invest so the Company agreed to reserve the working capital for support this matter.

The Record Date specifies the list of shareholders entitled to receive dividend (Record Date) is on May 3, 2024 and the dividend payment date is set within May 21, 2024. (Within 1 month counted to AGM date).

Board of Directors' Opinion: The Board of Directors considered and approved to propose to the shareholders' meeting in order to consider and approve for the allocation of net profits as a legal reserve fund and dividend payment from the Company's operating results for the fiscal year ended on December 31, 2023. Thus, the summarized comparison on the dividend payment and the Company's dividend payment policy is as follows:

The summarized comparison on the annual dividend payment in 2021 - 2023

Dividend Payment Detail	Financial Results for the year ended 31 December 2021	Financial Results for the year ended 31 December 2022	Financial Results for the year ended 31 December 2023
1. Net profit from the consolidated financial statements (Million Baht)	127.04 (net profits of the consolidated financial statement of the Company)	760.55 (net profits of the consolidated financial statement of the Company)	539.78 (net profits of the consolidated financial statement of the Company)
2. Number of shares (Million Share)	812.09	812.09	812.10
3. Dividend per share (Baht/Share)	0.07	0.20	0.20
4. Total dividend payment (Million Baht)	56.85	162.42	162.42
5. Payout ratio on net profit	44.74%	21.35%	30.00%
6. Dividend payout is whether in compliance with the company's dividend policy	Not in compliance with the Company's dividend policy; the Company needed to maintain the revolving fund balance for the operations and investment.	Not in compliance with the Company's dividend policy; the Company needed to maintain the revolving fund balance for the operations and investment.	Not in compliance with the Company's dividend policy; the Company needed to maintain the revolving fund balance for the operations and investment.

ended

Remark: The Company places a policy of dividend payment for not less than 50% of net profit in each year after corporate income tax deduction and allocation of profit as a legal reserve fund. However, the Company may pay the dividend in lower proportion than initially stipulated at the rate as mentioned above. The variations would be operation performance, financial status, financial liquidity, and the necessity to operational expansion and working capital in administrative management.

Required Voting: The majority of votes cast by shareholders attending the meeting and casting vote would be deemed as a resolution.

Agenda 5

To consider and approve the reappointment of directors whose term have expired in the year of 2024

Facts and Rationale: According to Public Company Limited Act, B.E. 2535, Section 71 and the Company's article of association item 15, at every Annual General Meeting, one-third (1/3) of the directors shall retire.

If the number cannot be divided into three (3) parts exactly, the number nearest to one-third shall retire. The directors retiring in the first year and second year following the registration of the company shall be drawn by lots. In every subsequent year, the directors who have been in office longest shall retire. A retiring director maybe re-elected.

This year, there are four directors whose terms have expired as follows:

1. Assoc. Prof. Dr. Djitt Laowattana

Director (Independent Director), Chairman of Audit Committee, Corporate Governance and Sustainability Committee Member, and Nomination and Remuneration Committee Member

2. Mr. Anant Tangtongwechakit

Director, Chairman of Executive Committee, Chairman of Risk Management Committee, and Chief Executive Officer and Managing Director and Authorized Director as well as Director and Executive of the Company' subsidiaries

3. Mrs. Wanphen Punyaniran Director (Authorized Director)

4. Mr. Adisak Tangtrongweachakit

Director, Executive Committee Member, Risk Management Committee Member, Nomination and Remuneration Committee Member, Corporate Governance and Sustainability Committee Member and Authorized Director Deputy Chief Executive Officer of Sugar Production, Energy Business and Corporate Social Responsibility and Communication as well as Director and Executive of the Company' subsidiaries

In this regard, the nomination of persons to be appointed as directors of the Company at this time is considered in accordance with the nomination process as determined by the Company, including the Nomination and Remuneration Committee and the Board of Directors has considered and approved with carefully and cautiously according to criteria specified in the Company and the process by selecting the persons who possess relevant knowledge and experience that are beneficial for the business operation of the Compay, finance, accounting, law, technology and innovation including qualifications that are consistent with the Company's strategy and business objectives. by using the Board skill matrix as a tool for consideration. Moreover, the qualification must be in accordance with Public Company Limited Act, B.E. 2535 and notification of the Securities and Exchange Commission and the Capital Market Supervisory Board, as well as related notification of the Stock Exchange of Thailand and in compliance with the relevant criteria as specified.

In addition to the nomination of independent directors in accordance with the criteria as mentioned above, the definition of the independent director is also considered. The detail is disclosed in Attachment No. 4.

Nevertheless, the Company had provided the opportunity to all shareholders to nominate qualified persons to be elected as a director in accordance with terms and conditions to nominate persons to be elected as director which has been disclosed on the Company's website since October 25, 2023 - January 30, 2024.

However, giving an opportunity to propose an agenda, and propose qualified person to be considered for the election as a director as well as questions and suggestions in advance for the 2024 annual general meeting of shareholders for a period of 3 months in accordance with the principles of good corporate governance. There was no any proposal of director nomination submitted to the Company, which has already been notified at the Board of Directors' meeting.

Board of Directors' Opinion: The Board of Directors, excluding those who may have conflict of interest in this agenda item, has considered and found it appropriates for the meeting to consider and approve the appointment of the 4 directors who have retired by rotation to continue their terms as the directors of the company

1. Assoc. Prof. Dr. Djitt Laowattana: (Possesses knowledge and experiences in technology, innovation and Corporate governnance)

Proposed to be a Director (Independent Director)

2. Mr. Anant Tangtongwechakit: (Possesses knowledge and experiences in management of agricultural business, ferlitizer business, sugar industry and energy business as well as strategic planning)

Proposed to be a Director (Authorized Director) and Chairman of Sub-Committees: Chairman of Executive Committee and Chairman of Risk Management Committee)

3. Mrs. Wanphen Punyaniran: (Possesses knowledge and experiences in management of agricultural business, fertilizer business and sugar industry)

Proposed to be a Director (Authorized Director)

4. Mr. Adisak Tangtrongweachakit: (Possesses knowledge and experiences in management of agricultural business, ferlitizer business, sugar industry as well as energy business)

Proposed to be a Director (Authorized Director) and Member of Sub-Committees: Member of Executive Committee and Member of Risk Management Committee)

Hence, the Board of Directors and Nomination and Remuneration Committee excluded the directors who have conflict of interest in this agenda commented that 4 directors whose term has expired in the year 2023 and possess the knowledge and ability as well as the experiences that shall generate the benefits on the business operation of the company, consider the previous operating results and give the comments in order to develop the company including perform the other relevant business in scope of duties and responsibility of the director appropriately and qualified by the regulation of the Public Company Limited Act, and no characteristics prohibited by the Securities and Exchange Commission.

Additionally, the Board of Directors agreed that the nominated persons serving as the independent directors, whose names is Assoc. Prof. Dr. Djitt Laowattana he possessed the qualification in line with the definition of the independent director of the Company, and can give comments and opinions independently and in compliance with the relevant criteria as specified. Moreover, such person does not hold office as a director or an executive in other business that may cause a conflict of interest or is deemed as a competitive business against the Company and its subsidiaries.

The profiles of the 4 persons who are nominated as directors are shown in Attachments No. 3 as well as scope of authorities and responsibilities of the Board of Directors, including the independence of the Board of Directors and the definition of the independent director are shown in Attachment No. 4.

Required Voting: The majority of votes cast by shareholders attending the meeting and casting vote would be deemed as a resolution. The director who has conflict of interest in this agenda will not participate in voting and the share(s) of the aforementioned director will be removed from the vote-counting calculation base.

Agenda 6 To consider and approve the remuneration of directors and sub-committees for the year 2024

Facts and Rationale: The Nomination and Compensation Committee had defined the remuneration for directors and sub-committees appropriately in accordance with the duties and responsibilities as assigned which shall comply with the overview performance and operating results of the company and compare to the similar business types of other companies and propose to the Board of Directors to consider and approve the remuneration of the Board of Directors and sub-committees for the year 2024 as follows: The remuneration of the Board of Directors

has been improved by increasing compensations in the form of meeting allowances for the Board of Directors apart from monthly compensation and annual bonus to the Chairman of the Board of Directors at the rate of 7,500 baht per meeting and the company directors at the rate of 5,000 baht per meeting and The 2024 annual remuneration for directors and 3 sub-committees namely Audit Committee, Risk Management Committee and

Executive Committee shall be paid with the same criteria in term of monthly compensation and annual bonus, and the amount of compensation for the year 2024 (as proposed) is the same rate as 2023. Regarding the 2

Corporate Governance and Sustainability Committee, and Nomination and Remuneration Committee, the Board of Directors has considered the sub-committees' performance on the previous year, and found it appropriate to propose at the meeting for the remuneration in type of a meeting allowance. Besides such cash remuneration, in the amount not exceeding 8,000,000 Baht per year is the same rate as 2023. there is no other type of compensation proposed, as well as welfares or other benefits to the directors and sub-committees.

Moreover, this will be proposed to be effective in the year of 2024 onwards, or until the resolution to change approved by the shareholders.

Board of Directors' Opinion: The Board of Directors has found it appropriate for the meeting to consider and approve the remuneration of the Board of Directors and sub-committees for the year 2024 excluded the remuneration of subsidiaries' directors in the amount not exceeding 8,000,000 Baht per year. The remunerationshall be effective in the year of 2023 onwards, or until the resolution to change approved by the shareholders in accordance with the Board of Directors' consideration on the criteria and conditions for such remuneration.

Required Voting: The resolution on this agenda is required to be approved by not less than two-thirds (2/3) of the votes of the shareholders attending the meeting.

The remuneration of the Board of Directors has been improved by increasing compensations in the form of meeting allowances for directors, especially the Chairman of the Board of Directors at the rate of 7,500 baht per meeting and the company directors at the rate of 5,000 baht per meeting. This improved compensation was made due to the fact that the cost of living has increased. Additionally, the remuneration of 3 sub-committees, namely Audit Committee, Risk Management Committee, and Executive Committee for the year 2024 continued to be paid with the same criteria in terms of monthly compensation and annual bonus at the same rate as in 2023, as follows:

Board/Committee	2023	2024 (as proposed)
Remuneration (Baht/Month)	Annual Bonus (Baht)	Remuneration (Baht/Month)	Meeting Allowance (Baht/Time)	Annual Bonus (Baht)
Chairman of Board of Directors	15,000	400,000	15,000	7,500	400,000
Directors	10,000	150,000	10,000	5,000	150,000
Chairman of Audit Committee	15,000	150,000	15,000	-	150,000
Member of Audit Committee	10,000	100,000	10,000	-	100,000
Chairman of Risk Management Committee	15,000	150,000	15,000	-	150,000
Member of Risk Management Committee	10,000	100,000	10,000	-	100,000
Chairman of Executive Committee	15,000	150,000	15,000	-	150,000
Member of Executive Committee	10,000	100,000	10,000	-	100,000

Remark: - Besides the remuneration in type of the meeting allowance, there is no other type of compensation proposed, as well as welfares or other benefits.

The 2024 meeting allowance rate is proposed for the 2 sub-committees; Corporate Governance and Sustainability Committee and Nomination and Remuneration Committee as follows:

Committee	2023	2024 (as proposed)
Meeting Allowance (Baht/Time)	Meeting Allowance (Baht/Time)
Chairman of Corporate Governance and Sustainability Committee	15,000	15,000
Member of Corporate Governance and Sustainability Committee	10,000	10,000
Chairman of Nomination and Remuneration Committee	15,000	15,000
Member of Nomination and Remuneration Committee	10,000	10,000

Remark: - Besides the remuneration in type of the meeting allowance, there is no other type of compensation proposed, as well as welfares or other benefits.

The remuneration for each director for the past 2 years

Name of Directors	Position	Remuneration (Baht)
2022	2023
1. Mr. Sirichai Sombutsiri1	Chairman of the Board of Directors (Independent Director)/	580,000	580,000
2. Mr. Anant Tangtongwechakit	Director/ Chairman of Executive Committee/ Chairman of	930,000	930,000
Risk Management Committee
3. Mrs. Wanphen Punyaniran	Director	270,000	270,000
4. Mrs. Jirawan Pongpichitkul	Director/ Executive Committee Member/ Risk Management	710,000	710,000
Committee Member
5. Miss Chittima Tangtrongwechakit	Director/ Executive Committee Member/ Risk Management Committee Member/	710,000	710,000
6. Mr. Sarit Tangtrongwechakij	Director/ Executive Committee Member/ Risk Management	710,000	710,000
Committee Member
7. Mr. Adisak Tangtrongweachakit	Director/ Executive Committee Member/ Risk Management Committee Member/ Corporate Governance and Sustainability Committee Member/ Nomination and Remuneration Committee Member	760,000	760,000
8. Mr. Surachai Kositsareewong	Independent Director, Member of Audit Committee, Chairman of Corporate Governance and Sustainability Committee, and Chairman of Nomination and Compensation Committee (Appointment on April 27,2022)	-	356,667
9. Assoc. Prof. Dr. Djitt Laowattana	Independent Director, Audit Committee Member, Corporate Governance and Sustainability Committee Member/ Nomination and Remuneration Committee Member	650,000	650,000
10. Mrs. Porntip Sookatup	Independent Director and Audit Committee Member	490,000	490,000
11. Mr. Kitipat Chollavuth.	Independent Director (Appointment on April 27,2022)	-	180,000
12. Mrs. Weechadchada Yongsuwankul	Independent Director and Audit Committee Member (Resigned on February 24, 2022)	81,667	-
.13. Mrs. Seenual Tasanapant	Independent Director/ Audit Committee Member/ Chairman	565,000	280,333
of Corporate Governance and Sustainability Committee/ Chairman of Nomination and Remuneration Committee (Resigned on February 24, 2022)
Total	6,456,667	6,555,000

Agenda 7 To consider and approve the appointment of auditors, and determination of auditors' remuneration for the year 2024

Facts and Rationale: According to the Company's Articles of Association No. 35 (5) and Section 120 of Public Company Limited Act, B.E. 2535, the appointment of auditors and their annual remuneration shall generally be defined in Annual General Meeting of Shareholders. Thus, the Company shall propose to the shareholders' meeting to consider for the appointment of the certified public accountants from EY Office Limited. as the Company's auditors for the year 2024. The Audit Committee has already considered the auditor's qualifications, independence, appropriateness, duty and responsibility. The nominated auditors have no relationship or interest with the Company, its subsidiaries, executives, major shareholders or related to such person in any way. The auditors' names are as follows. (The profile of the primary auditor stated in the Attachment No.5)

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