Indorama Ventures Public Company Limited

Notice to Attend the Annual General Meeting

of Shareholders No. 1/2024 via Electronic Means (e-AGM)

of Indorama Ventures Public Company Limited

on Thursday 25 April 2024 at 02.00 p.m.

Indorama Ventures Public Company Limited

Steps for registration for attending the Annual General Meeting of Shareholders No.

1/2024 via Electronic Means (e-AGM)

Process before the meeting date

1. The shareholders or their proxies who would like to attend the e-AGM, are required to submit an application for attending the e-AGM via the QR Code or the Link provided below:

https://ivl.foqus.vc/registration/

The registration will open from 1 April 2024 (10.00 a.m.) until 23 April 2024 (6.00 p.m.).

However, those shareholders who have already appointed the Company's Independent Directors as their proxies and sent the required documents to the Company, are NOT required to register again. Voting will be as specified in the proxy form.

2. Once you have logged in, you must have the following information (matching the shareholders' information given at the Record Date by the Thailand Securities Depository

Co., Ltd.) to fill in through the system:

  • Securities holder registration number;
  • Identification Card Number/ Passport Number/ Registration Number for juristic person;
  • E-Mailaddress for receiving the weblink, username and password for attending the e- AGM;
  • Mobile Phone Number; and
  • Required identification documents for verification of the right to attend as follows:

In case of attending the e-AGMby a proxy

In case of attending the e-AGMin person

who is not the Company's Independent

Director

(i) Individual

(i)

Individual

To upload a copy of a valid, original, official

To upload documents as specified in Annex 10

document e.g., Thai citizen identification card,

- Guidelines for Proxy Appointment

official government identification card, driving

license, or passport (in case of a foreigner), in

which a photograph is shown (hereinafter

referred to as the "Valid Official Document")

(ii) Juristic Person attending through its

(ii)

Juristic Person

Authorized Person

To upload documents as specified in Annex 10

a. A Valid Original Official document of the

- Guidelines for Proxy Appointment

authorized representative(s) of the

Shareholder; and

b. For Thai legal entities: A certified true

copy of the affidavit issued by the

Ministry of Commerce for a period of no

longer than 1 year prior to the meeting

date, duly signed by the authorized

signatory(ies) and affixed with the seal of

such legal entity (if any)

Indorama Ventures Public Company Limited

In case of attending the e-AGMin person

In case of attending the e-AGMby a proxy

who is not the Company's Independent

Director

For Non-Thailegal entities: A certified

true copy of the certificate of

incorporation and/or affidavit of such

legal entity, duly signed by the

authorized signatory(ies) and affixed

with the seal of such legal entity (if any).

Such documents which are certified true

copy by the authorized signatory(ies)

also require a notarization by a notary

public no longer than 1 year prior to the

meeting date.

3. When the Company receives the documents stated in item 2 above, to confirm e-AGM attendance, the Company will proceed with verification of the records in accordance with the shareholders' list on the record date. Once the inspection is satisfactorily completed, a username and password will be sent, together with the weblink for attending the e-AGM. Kindly refrain from giving your username and password as provided for shareholders to any other person. In the case your username and password are lost or you have not received it within 24 April 2024 (3.30 p.m.), please immediately contact our service provider, Quidlab Company Limited ("Quidlab"), at 02-013-4322 or email: info@quidlab.com. The Company at the time of sending the username and password through its service provider Quidlab will also send a manual describing the steps for using the E-MeetingSystem including voting process.

Process on the meeting date

  1. For attending the meeting, the shareholders can use any device, i.e. computer, laptop, tablet or smartphone. The shareholders are requested to read the manual thoroughly from the email sent by Quidlab. The online E-Meeting System will be opened 60 minutes prior to the meeting i.e. at 1.00 p.m. to facilitate the login for attending the meeting. However, the live broadcast will begin at 2.00 p.m. only.
  2. For casting a vote during the e-AGM, a shareholder may cast his or her vote in each agenda item to either "approve", "disapprove", or "abstain" from voting. For the shareholders who do not vote in any agenda, the system will automatically count your vote as "approved".
  3. In case the shareholder would like to ask questions during the e-AGM,
    1. By message, please click on the "Ask Question" menu item, then type in the questions in the box stating the agenda item for such questions, and click "send" icon. The questions will be automatically sent to the Company for addressing in the relevant agenda item.
    2. By voice, please click on the "Hand Symbol" menu item, and then wait for the Company approval. Once your request is approved, the Company's officer will allow you to open your camera and unmute your microphone and then you will be able to ask questions. (Note: This option is available only during the meeting where camera and microphone access is allowed by the shareholder.)

For any questions that are not addressed during the meeting, the Company will post the answers on their website soonest.

7. If shareholders encounter any technical problems while using the e-AGM system before or during the meeting, please contact our service provider as mentioned in item 3 above.

Indorama Ventures Public Company Limited

Table of Annexure

Page

Annex 1

QR Code for the 2023 Annual Registration Statement / Annual Report (the "Form 56-1

6

One Report for Year 2023"), including Audited Financial Statements, of the Company

Annex 2

Information on the Dividend Payment from the Company's 2023 Operating Results

7

Annex 3

Profiles of the retiring directors proposed for re-election, the profile of candidate

8

proposed for election as a new independent director to fill in the vacancy, and

Qualification of Independent Director

Annex 4

Information on the Remuneration of Directors for the Year 2024

18

Annex 5

Information on the Company's Auditor and Audit Fee for the Year 2024

22

Annex 6

The name list of Independent Directors who will serve as Proxy for Shareholders

24

Annex 7

Proxy Form A

25

Annex 8

Proxy Form B

26

Annex 9

Proxy Form C (For foreign shareholders who have custodian in Thailand only)

29

Annex 10

Guidelines for Proxy Appointment

35

Annex 11

Relevant Sections of the Articles of Association of the Company and Provisions of the

37

Public Limited Company Act B.E. 2535 (as amended) relating to the Shareholders'

Meeting

Annex 12

Guidelines for Security and Privacy in respect of the Personal Data

44

Annex 13

Form for Submission of Questions/Suggestions in advance

46

Indorama Ventures Public Company Limited

Ref. No. IVL002/03/2024

15 March 2024

Subject:

Invitation to attend the Annual General Meeting of Shareholders No. 1/2024

To:

The Shareholders

Indorama Ventures Public Company Limited

The Board of Directors of Indorama Ventures Public Company Limited (the "Company") passed a resolution to convene the Annual General Meeting of Shareholders No. 1/2024 on Thursday 25 April 2024 at 02.00 p.m., via electronic means ("e-AGM"), in accordance with the prescribed rules and regulations, to consider the matters in accordance with the following agenda:

Agenda 1

To acknowledge the report on the Company's operational results for the

year 2023

Objective and ReasonThe report of the Company's operational results for the year 2023, as required by Article 30 of the Company's Article of Association, is required to be acknowledged by the shareholders at the Annual General Meeting of Shareholders.

The Board's OpinionIt is considered appropriate to report the Company's operational results for the year 2023 to the meeting of shareholders for acknowledgement. Details are provided in the 2023 Annual Registration Statement / Annual Report (the "Form 56-1One Report for the Year 2023"), which can be downloaded from the QR Code as provided in Annex 1.

Voting:

This agenda is for acknowledgement and no voting is required.

Agenda 2

To consider and approve the Balance Sheet and Profit and Loss

Accounts for the year ended 31 December 2023

Objective and ReasonAccording to Section 112 of the Public Limited Companies Act and Article 33 of the Company's Articles of Association, the Board of Directors shall prepare the Balance Sheet and Profit and Loss Accounts as of the end of accounting period of the Company, and shall submit the same to the Annual General Meeting of Shareholders for approval. The financial statements of the Company and consolidated for the year ended 31 December 2023 has been audited by the Certified Public Accountant and reviewed by the Audit Committee and approved by the Board of Directors and uploaded on the Company's website and also provided in the Form 56-1 One Report for the Year 2023.

The Board's OpinionIt is considered appropriate for the meeting of shareholders to approve the Balance Sheet and Profit and Loss Account for the year ended 31 December 2023 which has been audited by the Certified Public Accountant and reviewed by the Audit Committee. The audited financial statements of the Company are provided in the Form 56-1 One Report for the Year 2023, which can be downloaded from the QR Code as provided in Annex 1.

Voting:The resolution for this agenda requires the majority of votes of shareholders and proxy holders who attend the meeting and cast their votes.

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Indorama Ventures Public Company Limited

Agenda 3

To consider and approve the dividend payment from the Company's 2023

operating results

Objective and ReasonAccording to the Section 115 of the Public Limited Companies Act and the Article 36 of the Company's Articles of Association, the dividend payment is required to be approved by the Shareholders at the Annual General Meeting of Shareholders. It is the Company's policy that dividend will be paid at not less than 30% of the net profit after tax and the appropriation to the legal reserve fund. However, the Board of Directors shall have the authority to consider waiving or amending such dividend policy subject to the condition that it will bring the greatest benefit to the Shareholders, such as to use such portion of the net profit as a reserve for debt repayment, capital investment for production expansion or as a support in case of changing market conditions which would

affect the Company's future cash flows.

The Board's OpinionIt is considered appropriate for the meeting of shareholders to approve the final dividend payment from the Company's 2023 operating results to shareholders at the rate of Baht 0.925 per share. The Company has already paid an interim dividend at the rate of: (i) Baht 0.25 per share on 14 June 2023; (ii) Baht 0.25 per share on 13 September 2023; and (iii) Baht 0.25 per share on 14

December 2023, respectively.

Subject to the approval of the shareholders, the remaining dividend at the rate

of Baht 0.175 per share or amounting to Baht 982,546,583.90 will be paid on

23 May 2024. The record date for specifying the list of Shareholders who have

the right to receive dividend shall be on 7 May 2024. Details of the

appropriation of the dividend payment are provided in Annex 2.

The Board of Directors' meeting opined that the total dividend payout ratio for

the year 2023 is appropriate and in line with the Company's dividend payment

policy.

Voting:

The resolution for this agenda requires the majority of votes of shareholders

and proxy holders who attend the meeting and cast their votes.

Agenda 4

To consider and approve the election of directors in replacement of those

who retire by rotation

Objective and ReasonIn compliance with Section 71 of the Public Limited Companies Act and the Article 14 of the Company's Articles of Association, one-third of the total directors must retire from office at the Annual General Meeting of Shareholders. The directors who will retire by rotation at the Annual General Meeting are:

1.

Mr. Sri Prakash Lohia

Non-Executive Director and Chairman

of the Board;

2.

Mr. Amit Lohia

Non-Executive Director;

3.

Dr. Harald Link

Independent Director and Member of

the Nomination, Compensation

and

Corporate

Governance Committee;

and

4.

Mr. Russell Leighton Kekuewa*

Independent Director, Chairman of the

Nomination,

Compensation

and

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Indorama Ventures Public Company Limited

Corporate Governance Committee,

and Member of the Sustainability and

Risk Management Committee

  • Mr. Russell Leighton Kekuewa has expressed his intention to retire at the AGM 2024 and thus has not consented for re-election.

The Company had given the opportunity to shareholders to propose any candidate for directorship through the Company's website from 5 September 2023 to 31 December 2023 and also informed through the Stock Exchange of Thailand. There was no proposal received from any shareholder.

The directors retiring by rotation, namely, (1) Mr. Sri Prakash Lohia, (2) Mr. Amit Lohia, and (3) Dr. Harald Link, have given their consent for reappointment to the Nomination, Compensation and Corporate Governance Committee (the "NCCG Committee").

In addition, among the three directors who have given their consent for reappointment, Dr. Harald Link is an independent director whose qualifications conform to the Company's Qualifications of Independent Directors and has the ability to express independent judgment in respect of the Company's business operation and in compliance with the relevant regulations and laws. The NCCG Committee, after considering the experience of Dr. Harald Link and his contribution to the Company during her past tenure, deemed it appropriate to reappoint him for another term and thus recommended her reappointment to the Board.

Mr. Russell Leighton Kekuewa has expressed his intention to retire at the AGM 2024 and thus has not consented for re-election.

With regard to the vacancy arising from the retirement of Mr. Russell Leighton Kekuewa as mentioned above, the NCCG Committee has nominated Ms. Niramarn Laisathit, as an independent director to fill his vacancy.

The Board's OpinionAfter due and careful consideration, the Board of Directors, excluding the directors nominated for re-election, endorsed the recommendation of the NCCG Committee and considered it appropriate for the meeting of shareholders to:

  1. re-electthe following three directors namely, (1) Mr. Sri Prakash Lohia, (2) Mr. Amit Lohia, and (3) Dr. Harald Link, who are due to retire by rotation, as the Company's directors for another term as the three directors possess appropriate qualifications, experience, and expertise that are beneficial to the Company; and
  2. elect Ms. Niramarn Laisathit as an independent director who possesses suitable qualifications, experience, and expertise that would be beneficial to the Company in place of Mr. Russell Leighton Kekuewa, who will be retiring.

The profiles of the retiring directors proposed for re-election, the profile of candidate proposed for election as a new independent director to fill in the vacancy, and Qualification of Independent Director are provided in Annex 3.

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Indorama Ventures Public Company Limited

Voting:

The resolution for this agenda requires the majority of votes of shareholders

and proxy holders who attend the meeting and cast their votes.

Agenda 5

To consider and approve the remuneration of directors for the year 2024

Objective and ReasonIn compliance with Section 90 of the Public Limited Companies Act and the Article 15 of the Company's Articles of Association, the annual remuneration of directors is required to be approved by the shareholders at the Annual General Meeting of Shareholders.

The Board's OpinionIt is considered appropriate for the meeting of shareholders to approve the remuneration of directors for the year 2024 as recommended by the NCCG Committee to the Board as not exceeding Baht 24,000,000. Details are

provided in Annex 4.

Voting:

The resolution for this agenda requires not less than two-thirds of the total

number of votes of the shareholders and proxy holders attending the meeting.

Agenda 6

To consider and appoint the Company's auditor and fix the audit fee for

the year 2024

Objective and Reason

In compliance with Section 120 of the Public Limited Companies Act and the

Article 30 (6) of the Company's Articles of Association, the appointment of the

Company's auditor and audit fee are required to be approved by shareholders

at the Annual General Meeting of Shareholders for each year. The Audit

Committee has considered to appoint the Company's auditor and fix the audit

fee for the year 2024 and recommended to the Board of Directors to appoint

Mr. Yoottapong Soontalinka, CPA. No. 10604 or Mr. Sakda Kaothanthong,

CPA. No. 4628 or Ms. Orawan Chunhakitpaisan, CPA. No. 6105 or any other

Certified Public Accountant nominated by KPMG Phoomchai Audit Limited as

the Company's auditors for the year 2024. They are qualified auditors under

the regulations of the Securities and Exchange Commission and have shown

satisfactory performance. In addition, the audit fee for the year 2024 is

proposed as not exceeding Baht 10,100,000.

The Board's Opinion

It is considered appropriate for the meeting of shareholders to appoint Mr.

Yoottapong Soontalinka, CPA. No. 10604 or Mr. Sakda Kaothanthong, CPA.

No. 4628 or Ms. Orawan Chunhakitpaisan, CPA. No. 6105 or any other

Certified Public Accountant nominated by KPMG Phoomchai Audit Limited be

appointed as the Company's auditors for the year 2024 and fix the audit fee

for the year 2024 as not exceeding Baht 10,100,000 as proposed by the Audit

Committee. Details are provided in Annex 5.

Voting:

The resolution for this agenda requires the majority of votes of shareholders

and proxy holders who attend the meeting and cast their votes.

Agenda 7

Any other businesses (if any)

All shareholders should understand that since the shareholders' meeting is held via electronic means ("e-AGM") only, the Company has not arranged any place/meeting room to support physical attendance by shareholders. The registration, voting and vote counting of the meeting will be carried out via electronic means only.

Any shareholder or proxy who wishes to attend the e-AGM, is required to submit an application for attending the e-AGMby 23 April 2024 (6.00 p.m.)by clicking on the link or scanning the QR code as

Page 4

Indorama Ventures Public Company Limited

below and follow the steps for registration for attending the Annual General Meeting of Shareholders No. 1/2024 via Electronic Means (e-AGM) enclosed hereto this Notice:

https://ivl.foqus.vc/registration/

According to Section 105 of the Public Limited Companies Act, any shareholders of the Company may propose additional agenda at the shareholders' meeting. However, such matter must be proposed by shareholder(s) holding shares of not less than one-third of all the Company's shares.

Any shareholder, who cannot attend the e-AGM himself/herself and intends to appoint a proxy to attend the meeting, may please complete and duly execute one of three proxy forms (Form A, Form B or Form

  1. attached to this Notice. Form C is only for foreign shareholders who hold the Company shares through custodian account in Thailand. Shareholders may download the proxy forms from our website atwww.indoramaventures.comin the Investor Relations Section » Shareholders Center » AGM/EGM Information. Please refer to Annex 10: Guidelines for Proxy Appointment, for more details.

Any shareholder, who wishes to appoint an independent director, whose name is listed in Annex 6 (The name list of Independent Directors who will serve as Proxy for Shareholders) to be his/her proxy, may please return the completed and signed proxy form, together with all supporting documents as specified in Annex 10 (Guidelines for Proxy Appointment) to the Company by Monday 22 April 2024 (6.00 p.m.).

Any questions/suggestions regarding any agenda item may be sent in advance in the form as provided in Annex 13 by 24 April 2024 (6.00 p.m.)to:

Attention: Company Secretary Department, c/o Indorama Ventures Public Company Limited, 75/80-81 Ocean Tower 2, 32nd Floor, Soi Sukhumvit 19 (Wattana), Klongtoey Nua, Wattana, Bangkok 10110, Thailand or by email to IVL.ComSec@indorama.netor by fax to 02-665-7090, and provide their contact information.

Any shareholders who wish to receive a printed copy of our Form 56-1 One Report for the Year 2023 should contact the Company Secretary Department, address as given above.

In addition, the Company requires to collect the personal data of the shareholders, such as name and surname, nationality, national identification number (or passport number), the date of birth, age, address, shareholder's registration number, telephone number, email address (if any), additionally any sound or video recordings or photographs. For this, the Company will follow the guideline for security and privacy in respect of the personal data as provided in Annex 12.

The Board has resolved to determine the names of shareholders who have right to attend the Annual General Meeting of Shareholders No. 1/2024 to be on 8 March 2024 (Record Date).

Indorama Ventures Public Company Limited

(Mr. Souvik Roy Chowdhury) Company Secretary

For and on behalf of the Board of Directors

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Indorama Ventures Public Company Limited

Annex 1: QR Code for the 2023 Annual Registration Statement / Annual Report (the "Form 56-1One Report for the Year 2023"), including Audited Financial Statements, of the Company

QR Code for the Form 56-1 One Report for the Year 2023*

Please scan the QR Code to access information on the Company's operational results for the year 2023 (Agenda No. 1) and the Balance Sheet and Profit and Loss Accounts for the year ended 31 December 2023 (Agenda No. 2).

In addition, Shareholders may also download the Form 56-1 One Report for the Year 2023 from our website at www.indoramaventures.comin the "Investor Relations Section" >> Report >> Form 56-1 One Report / Annual Report.

Remark: *The Form 56-1 One Report for the Year 2023 will be available from 27 March 2024.

How to scan QR Code?

Please follow the below steps:

  1. Open the QR Code reader on your phone / other mobile device;
  2. Hold your device over a QR Code so that it is clearly visible within your screen; and.
  3. If necessary, press the button.

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Disclaimer

Indorama Ventures pcl published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 03:58:01 UTC.