IRPC : Shareholders meeting's resolution

-Translation-

Pres. 072 / 2021

	31 March 2021
Subject	Resolutions of the 2021 Annual General Meeting of Shareholders
To	President
	The Stock Exchange of Thailand

IRPC Public Company Limited "the Company" held the 2021 Annual General Meeting of Shareholders "AGM" 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. The shareholders' resolutions are as follows:

1. Acknowledged the Company's 2020 operating results and approved the Company's 2020 financial statements by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:

Approved	12,519,945,066	Votes,	or	100.00	Percent
Disapproved	322,200	Votes,	or	0.00	Percent
Abstained	10,934,100	Votes
Invalid	0	Votes

2. Approved the dividend payment of the Company's 2020 operating results at the rate of 0.06 Baht per share, amounted to approximately 1,226 million Baht. The dividend shall be paid as follows:

• 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.
• The 0.05 Baht per share is paid from the retained earnings which was not subject to corporate income tax; therefore, individual shareholders are subjected to 10% withholding tax, and are not entitled to tax credit for this portion.

The dividends will be paid on April 20, 2021 to rightful shareholders whose names were recorded on February 24, 2021.

The shareholders' meeting passed the above resolutions by a majority vote of the

shareholders who were present at the meeting and cast their votes as follows:
Approved	12,527,548,187	Votes,	or	99.98 percent
Disapproved	1,947,500	Votes,	or	0.02 Percent
Abstained	1,997,400	Votes
Voided Ballot	0	Vote
3. Approved the appointment of auditors with the auditor's fee of 2021 as	follows:

3.1 Appointed auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (Deloitte) as the Company's auditor for 2021 and for the third consecutive year. The auditors' names are as follows:

(1)	Mr. Mongkol Somphol	CPA No. 8444, or
	(Being the signature on the Company's financial statements for 2 years since 2019)
(2)	Mr. Kiatniyom Kuntisook	CPA No. 4800, or
	(Never being a signature on the Company's financial statements)
(3)	Mr. Wonlop Vilaivaravit	CPA No. 6797
	(Never being a signature on the Company's financial statements)

3.2 Approved the auditor' s fee of 2021 at 3,100,000 Baht ( the same as for 2020) ; excluding miscellaneous expenses, travelling expenses, etc., which shall not exceed 120,000 Baht as a general practice.

The shareholders' meeting passed the above resolutions by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:

Approved	12,509,202,412	Votes,	or	99.84	Percent
Disapproved	20,451,875	Votes,	or	0.16	Percent
Abstained	2,554,400	Votes
Invalid	0	Vote

4. Approved the board of directors' remunerations for 2021 as follows:

4.1 Monthly fee and meeting allowance for 2021.

Approved a monthly fee and a meeting allowance of directors' remuneration for 2021 at

the same rate as for 2020 as per the following details:

2/5

(1)	Board of directors: Consisting of 15 directors. The monthly fee and the meeting
	allowance will be paid as follows:
		Monthly Fee	Meeting Allowance	Other Benefits
		(per attendance)
	Chairman	Baht 60,000	Baht 60,000	None
	Director	Baht 45,000	Baht 45,000	None
(2)	Sub- committees:	Consisting of Audit Committee, Nomination and Remuneration

Committee, Corporate Governance Committee, and Risk Management Committee, including other sub- committees, which may be later appointed. The meeting allowance for Sub-committees will be paid as follows:

	Monthly Fee	Meeting Allowance	Other Benefits
		(per attendance)
Chairman of the	None	Baht 60,000	None
Sub-committee
Director	None	Baht 45,000	None

4.2 Directors' Bonus for the 2020 performance.

Approved no bonus paymentfor the performance of the year 2020 to the Directors. The shareholders' meeting passed the above resolutions by a majority vote, which was not less than two-thirds (2/3) of the total number of votes of the shareholders who were present at the meeting as follows:

Approved	12,529,179,787	Votes,	or	99.98	Percent
Disapproved	2,504,700	Votes,	or	0.02	Percent
Abstained	621,700	Votes	or	0.00	Percent
Invalid	0	Votes	or	0.00	Percent

5. Approved the election and re-elected of 6 directors in replacement of those who were due to retire by rotation.

The shareholders' meeting passed the above resolutions by a majority vote of the shareholders who were present at the meeting and cast their votes as follows:

3/5

5.1 Asst. Prof. Dr. Chaiyaporn Puprasert- Elected as an Independent Director.

(In replacement of Mr. Nuttachat Charuchinda)

Approved	12,528,936,206	Votes,	or	99.99	Percent
Disapproved	1,057,200	Votes,	or	0.01	Percent
Abstained	2,372,100	Votes
Invalid	0	Votes

5.2 Mr. Supot Laosuarpha- Elected as a Director.

(In replacement of Mr. Charcrie Buranakanonda)

Approved	12,393,719,796	Votes,	or	98.92	Percent
Disapproved	135,774,910	Votes,	or	1.08	Percent
Abstained	2,870,800	Votes
Invalid	0	Votes
5.3 Mr. Wattanapong Kurovat- Re-elected as a Director for another term.
Approved	12,491,227,741	Votes,	or	99.69 Percent
Disapproved	38,899,665	Votes,	or	0.31	Percent
Abstained	2,238,100	Votes
Invalid	0	Votes
5.4 Miss Peangpanor Boonklum- Re-elected as a Director for another term.
Approved	12,491,296,441	Votes,	or	99.69 Percent
Disapproved	38,626,265	Votes,	or	0.31 Percent
Abstained	2,442,800	Votes
Invalid	0	Votes
5.5 Mr. Noppadol Pinsupa- Re-elected as a Director for another term.
Approved	12,491,124,741	Votes,	or	99.69 Percent
Disapproved	38,859,665	Votes,	or	0.31 Percent
Abstained	2,381,100	Votes
Invalid	0	Votes

4/5

5/5

5.6 Mr. Chawalit Tippawanich- Re-elected as a Director for another term.

Approved	12,505,724,906	Votes,	or	99.81	Percent
Disapproved	24,403,800	Votes,	or	0.19	Percent
Abstained	2,236,800	Votes
Invalid	0	Votes

6. Approve the 5 year external fund raising plan (2021 - 2025) to be used for investment, and / or refinancing, and / or working capital. The fund raising can be in the form of loans from financial institutions, and / or debentures, and / or other securities from domestic and/or international sources in Baht or USD currency equivalent to 50,000 million Baht over the five years period (2021-2025).

The shareholders' meeting passed the above resolutions by not less than three-fourths (3/4) of the total number of votes of the shareholders who were present at the meeting and eligible

to vote as follows:
Approved	12,470,660,420	Votes,	or	99.51	Percent
Disapproved	57,639,057	Votes,	or	0.46	Percent
Abstained	4,096,800	Votes	or	0.03	Percent
Invalid	0	Votes	or	0.00	Percent

Please be informed accordingly.

Yours sincerely,

-Chawalit Tippawanich- (Mr. Chawalit Tippawanich) President and Chief Executive Officer

Corporate Governance

Tel: [phone]

Fax: [phone]