IRPC : Resolutions of the Board of Directors' Meeting Regarding the Date of 2021 Annual General Meeting of Shareholders (AGM) and the Dividend Payment

(Translation)

Pres. 037/2021

9 February 2021

Subject: Resolutions of the Board of Directors' Meeting Regarding the Date of 2021 Annual General Meeting of Shareholders (AGM) and the Dividend Payment

To:President

Stock Exchange of Thailand

Attachment: Precautionary Measures and Guidelines for Holding AGM under the Circumstance of COVID-19

The Board of Directors of IRPC Public Company Limited "the Company" at the meeting No.2/2021 on 9 February

2021 passed the following resolutions:

1. The 2021 Annual General Meeting of Shareholders (AGM) will be on 31 March 2021 at 9:30 hrs., at Bangkok Convention Center, 5th Floor Central Plaza Ladprao (Plaza Zone), at 1695 Phaholyothin Road, Chatuchak, Bangkok 10900.
2. The record date for rights to attend AGM and to receive dividend payment will be on 24 February 2021.
3. The AGM's agenda comprises 7 items as below:

Item 1 To acknowledge the Company's 2020 operating results and approve the Company's 2020 financial statements

The Board's opinions:After due consideration, the Board found it appropriate to propose to AGM to acknowledge the Company's 2020 operating results and to approve the Company's 2020 financial statements, audited by the auditor and reviewed by the audit committee.

Item 2 To approve dividend payment of the Company's 2020 operating results

The Board's opinions:After due consideration, the Board found it appropriate to propose to AGM to approve the cash dividend payment from the retained earnings. The dividend will be paid at the rate of 0.06 Baht per share, amounting to approximate Baht 1,226 million as follows:

1. The 0.01 Baht per share is paid from the tax exemption's retained earnings according to Board of Investment (BOI)'s privilege; therefore, individual shareholders are not subject to withholding tax and are not entitled to tax credit for this portion.
2. The 0.05 Baht per share is paid from the retained earnings, which was not subject to corporate income tax; therefore, individual shareholders are subject to 10% withholding tax and are not entitled to tax credit for this portion.

The Board has set the Record Date for the rights to attend AGM and for the rights to receive the dividend on 24 February 2021. The dividend will be payable on 20 April 2021. (The rate of dividend payment still subjects to the approval of AGM)

Item 3 To appoint auditors and determine auditor fees for the year 2021

The Board's opinions:After due consideration, the Board agreed with the Audit Committee to propose to AGM to appoint the auditors below from Deloitte Touche Tohmatsu Jaiyos Audit

Company Limited as the Company's auditor for 2021:
(1)	Mr. Mongkol Somphol	CPA No. 8444	or
(2)	Mr. Kiatniyom Kuntisook	CPA No. 4800	or
(3)	Mr. Wonlop Vilaivaravit	CPA No. 6797

The audit fees for the year 2021 will be maintained at the total amount of 3,100,000 Baht, which is the same rate as the year 2020 (excluding the miscellaneous expenses, which will not exceed 120,000 Baht in total).

Item 4 To approve the board of directors' remunerations for the year 2021

The Board's opinions:After due consideration, the Board agreed with the Nomination and Remuneration Committee's recommendations, and proposed to AGM to approve the directors' remunerations for the year 2021 as follows:

1. Allowance: Allowance for directors (monthly), board's meetings and sub-committee's meetings (per attendance) for 2021 will be maintained at the same rate as 2020's as below.
   This remuneration rate has been set out since 2006.

Board of Directors	Monthly Allowance	Meeting Allowance	Other Benefits
		(per attendance)	(both monetary & non-monetary)
Chairman	Baht 60,000	Baht 60,000	None
Director	Baht 45,000	Baht 45,000	None
Sub-Committees	Monthly Allowance	Meeting Allowance	Other Benefits
		(per attendance)	(both monetary & non-monetary)
Chairman	None	Baht 60,000	None
Director	None	Baht 45,000	None

1. Bonus: The Board will propose not to pay bonuses to the Board of Directors due to the loss of 2020 operating results.

Item 5 To elect or re-elect directors in replacement of those retiring by rotation

According to the Company's article of association: no 17, at each AGM, one-thirds of the board members or nearest, will retire by rotation. At the 2021 AGM, there will be 6 directors

completing their terms:
(1)	Mr. Nuttachat Charuchinda	Independent Director
(2)	Mr. Charcrie Buranakanonda	Independent Director
(3)	Mr. Wattanapong Kurovat	Director
(4)	Miss Peangpanor Boonklum	Director
(5)	Mr. Noppadol Pinsupa	Director
(6)	Mr. Chawalit Tippawanich	Director

The Board's opinions:After due consideration, the Board, (excluding the Board members who have a conflict of interest and did not vote for this resolution), agreed with the Nomination and Remuneration Committee's recommendations, and proposed to AGM to elect or re-elect 6 directors to be directors or independent directors of the Company:

(1)	Asst. Prof. Dr. Chaiyaporn Puprasert	Independent Director (new elected)
	(In replacement of Mr. Nuttachat Charuchinda)
(2)	Mr. Supot Laosuarpha	Director (new elected)
	(In replacement of Mr. Charcrie Buranakanonda)
(3)	Mr. Wattanapong Kurovat	Director (re-elected)
(4)	Miss Peangpanor Boonklum	Director (re-elected)
(5)	Mr. Noppadol Pinsupa	Director (re-elected)
(6)	Mr. Chawalit Tippawanich	Director (re-elected)

Item 6 To approve 5 year external fund raising plan (for 2021-2025)

The Board's opinions:After due consideration, the Board recommended the AGM to approve the 5 year external fund raising to be used for investment, and/or refinancing, and/or working capital. The fund raising can be in form of loans from financial institution, and/or debentures, and/or other securities from domestic and/or international sources in Baht or USD currency equivalent to Baht 50,000 million over the 5 years period (2021-2025).

Item 7 Any other businesses (if any)

The Company is well aware of and concerned over the risk of the Coronavirus Disease 2019 (COVID-19) epidemic, as well as health and safety of the meeting attendants; therefore, kindly asks shareholders to be informed and cooperate with the precautionary measures and guidelines for holding AGM under the circumstance of COVID-19, recommended by the Department of Disease Control, Ministry of Public Health and the COVID-19 prevention measures stipulated by the Bangkok Metropolitan Administration (BMA) (see Attachment).

The Company also requests for shareholders' cooperation to grant a proxy to a Company's Independent Director instead of attending the meeting in person and submit relevant questions regarding the meeting and its agenda to the Company. If many attendants are present at the same time, there may be delay in screening and registration for the meeting. Furthermore, since the number of seats is limited, and when all seats are fully occupied, the Company would ask the shareholders to grant a proxy to a Company's Independent Director to attend the meeting on behalf of shareholders. The Company, then, hereby apologizes for any inconvenience that may arise.

Yours sincerely,

- Chawalit Tippawanich-

(Mr. Chawalit Tippawanich) President and Chief Executive Officer

By the resolutions of the Board of Directors IRPC Public Company Limited

Corporate Good Governance

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