Loxley Public : Invitation to the 2022 Annual General Meeting of Shareholders

Invitation to the 2022 Annual General Meeting of Shareholders (E-AGM) Loxley Public Company Limited

Friday, 22 April 2022

At 14:00 hrs.

(Translation)

22 March 2022

Subject: Invitation to the 2022 Annual General Meeting of Shareholders

Attention: Shareholders of Loxley Public Company Limited

Attachment: 1. Copy of Minutes of the 2021 Annual General Meeting of Shareholders held on 22 April 2021 (Supporting consideration of Agenda 1)

1. Annual Report 2021 (Form 56- 1 One Report) in the QR Code format (Supporting consideration of Agenda 2)
2. Profile of the nominated candidates for the election of Directors in replacement of those retiring by rotation and Definitions of Independent Directors (Supporting consideration of Agenda 5)
3. Profile of the Independent Directors proposed by the Company to act as proxy for shareholders
4. Profile of proposed Auditors for Year 2022 (Supporting consideration of Agenda 8)
5. Articles of Association of the Company relating to the Shareholders' Meeting
6. Privacy Notice of Personal Data Protection
7. Guidelines for the Annual General Meeting of Sharholders via Electronic Media
8. The Meeting Attendance Request Form

1. Proxy Form B (Proxy form A, B and C can be downloaded from the Company website)
2. Requisition of Annual Report 2021 (56-1 One Report) in Print
3. Submission of the 2022 AGM Questions Form

The Board of Directors of Loxley Public Company Limited ("the Company") resolved to call a General Meeting of Shareholder for the Year 2022 on Friday, 22 April 2022 at 14:00 hoursvia electronic media (E-AGM), pursuant to the Emergency Decree on Electronic Media Conference B.E. 2563 (2020) and other related laws and regulations, to consider the following agenda:

Agenda 1 To certify the minutes of the 2021 Annual General Meeting of Shareholders held on 22 April, 2021

Facts and ReasonsThe Minutes of the 2021 Annual General Meeting of Shareholders held on 22 April, 2021, was made within 14 days from the date of the Annual General Meeting of Shareholders and submitted to the Stock Exchange of Thailand and the Ministry of Commerce within the period required by law and also posted on the Company's website (www.loxley.co.th) since 6 May, 2021 for acknowledgement and examination of its accuracy by the shareholders.

Board of Directors' OpinionThe Board opines that the Minutes of the 2021 Annual General Meeting of Shareholders held on 22 April, 2021 has been made correctly and recommends the Meeting to certify the said Minutes (As per details presented in Attachment 1).

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VotingResolution on this agenda item shall be approved by a majority of shareholders' votes attending the meeting and having the rights to vote.

Agenda 2 To acknowledge the Company's operating results for the year 2021.

Facts and ReasonsThe Report of Operating Results of the Company during 2021 is shown in the 2021 Annual Report which has been sent to the shareholders (in the QR Code) along with this Invitation Letter (As per details presented in Attachment 2).

Board of Directors' OpinionIt is considered appropriate to report the operating results for the year 2021 to the meeting of Shareholders for acknowledgement.

VotingThis agenda item does not require voting as it is to inform the meeting for acknowledgement.

Agenda 3 To consider and approve the Annual Financial Statements for the year ended 31 December 2021 which has been audited by the auditors.

Facts and ReasonsThe Annual Financial Statement for the year ended 31 December 2021 has been audited by the Certified Public Accountant and considered by the Audit Committee. Based on the auditor's opinion, the consolidated and separate financial statements present fairly in all material respects and in accordance with Thai Financial Reporting Standards. The details of auditor's conduct in accordance with auditing standards and the assessment of appropriateness of its financial statements are shown in the Independent Auditor's Reports. The details of which are attached herewith in the Company's 2021 Annual Report (Form 56-1 One Report) (in the QR Code) under Financial Statements section, attached with this Invitation Letter. (As per details presented in Attachment 2) Summary of the significant financial statements of the Company and its subsidiaries for the year ended on 31 December 2021 is shown below:

(Unit: million Baht)

Item	Consolidated	Separate
	Financial Statements	Financial Statements
	2021	2020	2021	2020
Total assets	15,072.31	15,558.74	7,948.66	8,156.38
Total liabilities	9,107.78	10,335.21	4,114.48	4,741.73
Equity	5,964.53	5,223.53	3,834.18	3,414.65
Total revenue	11,835.61	14,454.50	3,904.41	5,982.71
Net profit (loss) (Owners of the parent)	518.37	67.09	294.71	(161.85)
Earnings (loss) per share (Baht/share)	0.23	0.03	0.13	(0.07)

Board of Directors' OpinionIt is considered appropriate to propose the Shareholders' Meeting to approve the Annual Financial Statement for the year ended on 31 December 2021, which has been audited by the Auditors and considered by the Audit Committee.

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VotingResolution on this agenda item shall be approved by a majority of shareholders' votes attending the meeting and having the rights to vote.

Agenda 4 To consider and approve the appropriation to legal reserve and dividend payment for the operating results for the year 2021.

Facts and Reasons

1. According to the dividend payment policy, the Company may consider paying out dividend of at least 40% of its net profits after corporate tax of separate financial statement and all reserves as stated in the Company's regulations and related laws. The Company will take in consideration its operating results as well as financial status, cash flow, investment plans, business plan and other conditions and limitations (if any).
2. In addition, under Section 116 of the Public Limited Companies Act B.E. 2535, the Company shall allocate not less than 5 percent of the annual net profits as reserved fund, less the accumulated losses brought forward (if any), until the reserved fund reaches the amount not less than 10 percent of the registered capital.
3. In the 2021 separate financial statements, the Company recorded a net profit of 294,714,236 Baht. As a result, The Board of Directors has the resolution to appropriate the Company's net profit as legal reserves in the amount of 14,736,000 Baht, which is 5 percent of the annual net profit and approve dividend payment for the operating result for the year 2021 at the rate 0.07 Baht per share, amounting to 158,546,844 Baht, pursuant to the Company's dividend payment policy.

The dividend comparison for year 2021 and year 2020 are as follows:

Dividend Details	2021	2020
	(current proposal)
Net profit (loss) in the separate financial statements	294,714,236	(161,853,391)
(Baht)
Number of shares (Shares)	2,264,954,920	2,264,954,920
Allocation as legal reserves (Baht)	14,736,000	-
Dividend payment (Baht/Share)	0.07	-
Total dividend payment (Baht)	158,546,844	-
Dividend payment ratio per net profit (%)	54	-

The record date for the rights to receive dividend payment and attend the shareholders' meeting was scheduled to be 15 March, 2022 and dividend payment was scheduled to be made on 18 May, 2022 in case the Annual General Meeting of Shareholders grants the approval of dividend payment. It is

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2. Dr. Nattaporn Phan-Udom

3. Mr. Petch Wanglee

4. Mr. Krisada Lamsam

accordance with Article 37 of the Articles of Association of company stipulating that dividend payment have to be done within 30 days from the date that the shareholders' meeting has the resolution.

The Board's OpinionThe Board of Directors deemed this agenda item as appropriate to propose the shareholders to consider and approve the appropriation to legal reserve and dividend payment for the operating results for the year 2021.

VotingResolution on this agenda item shall be approved by a majority of shareholders' votes attending the meeting and having the rights to vote.

Agenda 5 To consider and elect directors to replace those retiring by rotation.

Facts and ReasonsIn accordance with Section 71 of Public Limited Companies Act B.E.2535 and Article 17 of the Articles of Association of the Company, one-third of the directors have to retire from office term at the Annual General Meeting of Shareholders. The directors who have longest been in the position shall retire but they may be re-elected and appointed to the Board. Currently, the Company has 12 directors, 4 directors who have to retire by rotation this year are:

1. Mr. Dhongchai LamsamDirector, Chairman of the Board and Member of the Nominating & Remuneration Committee

Independent Director and Member of the Audit Committee

Director and Member of the Risk Management Committee

Director

The Company allowed shareholders to propose agenda and nominate qualified candidates having no prohibited characteristics for election as the Company's director under the nomination procedure as disclosed via the Stock Exchange of Thailand's channel and also on the Company's website, from 1 November 2021 - 31 January 2022. But none of shareholders proposed any agenda and name of candidates to the Company.

The Nominating & Remuneration Committee's OpinionAt the Nominating & Remuneration Committee Meeting No. 1/2022 on 22 February 2022 ( excluding directors to be retired by rotation in the 2022 AGM), criteria and procedures for nominating directors in compliance with guidelines for selecting the Company's appropriate directors approved by the Board of Directors have been implemented. Nomination process with careful consideration are taken to nominate the persons who have knowledge, capability, good working experience, ethics, morality, leadership, vision, and who can devote adequate time beneficial to the Company's operations. The Nominating & Remuneration Committee, without directors who have conflict of interest, resolved as appropriate to propose the Shareholders' Meeting to re-elect directors who retiring from office term to resume their office for another term.

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