Padaeng Industry : Minutes of the 2023 Annual General Meeting of Shareholders

(-Translation-)

Minutes of the 2023 Annual General Meeting of Shareholders

Bound and Beyond Public Company Limited Date, Time and Method of Meeting

The 2023 Annual General Meeting of Shareholders of Bound and Beyond Public Company Limited was held on Tuesday, April 25, 2023, at 14.00 hrs., via electronic devices (E-AGM) in accordance with the Emergency Decree on Electronic Meeting, B.E. 2563 (2020) other relevant criteria.

Before the meeting started, the Company presented a video explaining the procedures and methods for attending the meeting, including steps for making inquiries and expressing opinions via electronic devices, to shareholders and proxies who registered to attend the meeting so that all attendees could conveniently attend the meeting via electronic devices.

Opening Time of the Meeting

Mr. Thanat Sunthornmethanont who acted as the Secretary to the Meeting ("Secretary to the Meeting") introduced the Board of Directors, executives and auditors of the Company attending the meeting as follows:

Directors Attended

1.	Mr. Sadawut Taechaubol	Chairman of the Board of Directors
2.	Mr. Tommy Taechaubol	Director / Chairman of the Executive Committee
		/ Chairman of the Nomination and Remuneration
		Committee / Member of the Risk Management
		Committee
3.	Mrs. Kamonwan Wipulakorn	Director / Member of the Executive Committee /
		Member of the Risk Management Committee /
		Managing Director
4.	Mr. Chumpol Rimsakorn	Independent Director / Chairman of the Audit
		Committee
5.	Dr. Chokchai Aksaranan	Independent Director / Chairman of the Risk
		Management Committee
6.	Dr. Kurujit Nakornthap	Independent Director / Member of the Audit
		Committee
7.	Mr. Bin Wieringa	Independent Director / Member of the Audit
		Committee / Member of the Nomination and
		Remuneration Committee
8.	Mr. Michael Sagild	Independent Director / Member of the
		Nomination and Remuneration Committee
9.	Mr. Ben Taechaubol	Director / Member of the Executive Committee
10. Ms. Supak Chaiyawan	Director

In total, there were 10 directors out of a total of 10 directors attending the meeting, representing 100%.

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Executives Attended
1.	Mrs. Weena Suksawasdi Na Ayuthaya	Eecutive Vice President - Finance and Accouting
		(Chief Executive Officer)
2.	Mr. Parkpoom Prapasawudi	Senior Vice President - Portfolio Management

Auditors from EY Office Company Limited Attended

1. Ms. Manee Rattanabunnakit
2. Ms. Pawinee Suttarat
3. Ms. Kamolrat Aramwittayanukul

In this meeting, Mrs. Patcharavadee Boonpaniad, an independent legal advisor from Dharmniti Law Office Co., Ltd., attended the meeting and acted as the witness for vote counting.

Thereafter, the Secretary to the Meeting reported to the meeting that, at the opening time of the meeting, there were shareholders attending the meeting in person of 9 persons, holding 5,895,402 shares in total, and attending by proxies of 684 persons, holding 156,477,900 shares in total. Therefore, there were total shareholders attending the meeting in person and by proxies of 693 persons, holding 162,373,302 shares in total. That was 56.2101% of the total issued shares of the Company as of March 17, 2023, being the date for determining the name of shareholders entitled to attend the 2023 Annual General Meeting of Shareholders ("Record Date"), in the amount of 288,868,604 shares.

During the meeting time, there were additional shareholders attending the meeting in person of 3 persons, holding 27,100 shares in total, therefore, there were total shareholders attending the meeting in person of 12 persons, holding total shares of 5,922,502 shares. Thus, there were total shareholders attending the meeting in person and by proxies of 696 persons, holding total shares of 162,400,402 shares. That was 56.2195% of the total issued shares of the Company as of March 17, 2023, being the Record Date. In this regard, the Company adjusted the number of votes of shareholders attending the meeting in each agenda to ensure the accuracy of number of votes.

Subsequently, the Secretary to the Meeting explained to the meeting about the criteria for vote casting and vote counting as follows:

• Voting would be conducted openly. Each person had a number of votes equal to the number of shares that they held or were proxied, i.e. 1 share per 1 vote;
• The shareholders attending the meeting in person and the proxies from the Proxy Form A and Proxy Form B shall cast the Approval or Disapproval votes or Abstain from voting, and could not split the vote in each agenda. However, the proxies from the Custodian using the Proxy Form C could split the vote in each agenda. In case the shareholders had specified his/her intention for voting. The votes had been recoded as specified in the proxy forms at the time of registration.
• For Agenda 6 "To consider and approve the appointment of directors to replace the directors retiring by rotation", the voting would be conducted for each candidate nominated as a director separately.
• In vote counting, the Company would deduct the disapproval and abstention votes from the total number of votes, and the remaining votes would be considered as approval vote.

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• When the voting was closed, the system controller would proceed with voting counting. Then, the Secretary to the Meeting would announce the voting results to the meeting immediately before considering the next agenda. For Agenda 6 "To consider and approve the appointment of directors to replace the directors retiring by rotation", the Secretary to the Meeting would announce the voting results of each candidate separately. However, the calculation base for each agenda might be different since there might be additional shareholders and proxies attending the meeting during the meeting time.

After that, the Secretary to the Meeting clarified the meeting about the steps for making inquiries and expressing opinions via electronic devices, including the process of voting via electronic devices.

Subsequently, Mr. Sadawut Taechaubol, Chairman of the Board of Directors, who acted as the Chairman of the Meeting ( "Chairman") declared the meeting open, and conducted the meeting according to the agenda specified in the invitation letter as follows:

Agenda 1 Matters informed by the Chairman

The Chairman assigned the Secretary to the Meeting to report to the meeting about the information on the Company's shareholding as of the date for determining the name of shareholders entitled to attend the 2023 Annual General Meeting of Shareholders (Record Date).

The Secretary to the Meeting reported to the meeting that as of March 17, 2023 being date for determining the name of shareholders entitled to attend the 2023 Annual General Meeting of Shareholders (Record Date), the Company had 5,849 shareholders, consisting of 5,822 Thai shareholders, holding 278,363,376 shares in total, representing 96.36% of the total isssed shares on that date, and 27 foreign shareholders, holding 10,505,228 shares in total, representing 3.64% of the total isssed shares on that date.

Then, the Chairman thanked all shareholders and stakeholders who consistently believed in and support the Company's operations. Especially, the support for the Company's various transactions so that all transactions could be completed smoothly. The Company, with the strong cooperation of the Board of Directors, executives and employees, would continue to strive and dedicate to work with full capacity to expand the business growth, and conduct its business by adhering to the principles of good corporate governance, realizing the needs of all stakeholder groups, including being responsible for society, community and environment, in order to ensure that the Company had sustainable growth and was able to create appropriate returns to shareholders.

After the Chairman finished his speech, the Secretary to the Meeting informed the meeting that since Agenda 1 was to acknowledge the information from the Chairman, the voting was not required for this agenda.

Agenda 2 To consider and acknowledge the Company's performance report for the year 2022

The Chairman assigned the Secretary to the Meeting to report to the meeting about the principle and rationale of this agenda, and assigned Mrs. Kamonwan Wipulakorn, Managing Director, to report to the meeting about the Company's performance results for the year 2022.

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The Secretary to the Meeting reported to the meeting that, according to Article 34

1. of the Company's Articles of Association, the Annual General Meeting of shareholder shall be acknowledged the Board of Directors' report indicating the Company's performance results in the past year. In addition, Section 113 of the Public Limited Companies Act, B.E. 2535 ( 1992) requires the Board of Directors to submit the annual report to shareholders along with the invitation letter for the Annual General Meeting of Shareholders.

In this regard, the Company had prepared the report of 2 0 2 2 perfromance results which contained accurate and complete information, and delivered to shareholders together with the invitation letter to the 2 0 2 3 Annual General Meeting of Shareholders in QR Code Format according to the Attachment 1 , including disclosing on the Company's website. Therefore, the meeting would be reported about the performance results for the year 2 0 2 2 by the Managing Director.

Mrs. Kamonwan Wipulakorn, Managing Director, reported to the meeting about the Company's performance results for the year 2022 as follows:

Throughout the year 2022, the varios situations had improved in all aspects, and the tourism industry in Thailand had passed the crisis point. This could be considered as the year of starting a new journey of the Company for creating a strong foundation for the future. In the past year, the Company had been successful in changing the business direction and organizational development which was in line with the determined goals. The meeting would be reported in 4 topics as following details.

1. The completion of 100% investement in Four Seasons Hotel Bangkok at Chao Phraya River and Capella Hotel Bangkok as planned

It had been over one year that the Company had entered into the tourism industry in Thailand as an operator of hotels and services, the Company began to invest in such business in early 2022 with a strong investment portfolio by investing in 2 large hotel projects, namely Four Seasons Hotel Bangkok at Chao Phraya River and Capella Hotel Bangkok, as approved by the shareholders' meeting in the year 2021. The Company implemented an investment plan for 2 hotels on November 11, 2021 by acquiring the 51% ordinary shares of Urban Resort Hotel Co., Ltd. ("URH") and Waterfront Hotel Co., Ltd. ("WFH"), and continued the investment until completeing 100% investment in the ordinary shares of URH and WFH on July 25, 2022.

These 2 hotels were world-class hotel with unique identities and were located in the area that was very popular among Thai people and foreigners. This was in line with the Company's vision of "Inspiring New Way to Experience the World", for creating products and services as well as motivating the customers to find new experiences, in order to become a leading hotel and service operator having world-class assets.

2. The performance results of 2 hotels showed exponential growth and achieved their goals

These 2 hotels had a significant leap in performance results in 2022 compared to the performance results of the hotels before being invested by the Company, and it continued to improve. This was because of the good recovery of the tourism industry and having world-class hotel manager, and since the Company managed and worked closely with the hotel team.

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Thailand's tourism industry in 2 0 2 2 recovered steadily since the severity of Covid 1 9 epidemic had been reduced, and most countries in the world, including Thailand, had fully reopened its country, resulting in more convenient in international travel. In 2 0 2 2 , Thailand had 11 million foreign tourists higher than the government's forecast of 8 - 10 million tourists. The number of foreign tourists in Thailand was increasing steadily every month, especially in December 2022 which the number of foreign tourists arriving in Thailand reached the highest level in such year at 2.2 million tourists per month. The number of foreign tourists reflected the continuous demand for tourism and Thailand's strength as a leading tourist destination in the world which was consistent with the Company's forecast. The Company firmly believed that Thailand's tourism industry could recover quickly and resumed growth in the long term. In addition, the Thai travel market had grown significantly. The Thai tourists waere still the main group that was important for the recovery of the tourism industry in Thailand as well. This reflected that the tourism industry played an important role in the country's economy, which was the factor that the Company placed great importance in considering to step into the investment in the hotel business.

For the operating performance of the 2 hotels in 2022, this was the first year for the Company to run the hotel and service as its main business and recognize the fully income for such fiscal year. The hotel and service bussiness generated the revenue of 2,135 million Baht, increasing of 4 times, which exceeded 19% of target, the annual revenue of the 2 hotels increased 283% when compared with the year 2021. This significant growth resulted from the competitiveness of the 2 hotels, which the Company was well received by Thai and foreign customers, including marketing strategies and comprehensive service upgrade in order to make the hotel to be well-known among Thai and foreign customers. During the recovery period of Thailand's tourism industry throughout the pevious year, in addition to the sale acceleration, the Company also places great importance to increase efficiency, cost and expense management to increase profitability, and creating of reasonable profit margin in order to receive a good return on investment in the long run. In 2022, both hotels could turn from a loss in EBITDA level in 2021 to a profit in EBITDA level of 329 million Baht, which was higher than the target more than 100 percent. The another important factor was the formulation of marketing strategies and the enhancement of service to full potential in order to create the hotel to be known which the Company always placed importance on. In addition, creating customer satisfaction was one of the main supportive factors in the hotel and service business. The process of building good relationships with customers which was reflected in a concrete way, both service indicators from satisfaction surveys, which the Company received a score of 86 percent in the year 2022 being higher than the target, and the various global awards received by the 2 hotels in terms of overall hotel, guest rooms, restaurants and other services.

In terms of revenue, the growth of hotel sales resulted from the growth of room revenue, food and beverage revenue and other revenues. It showed that the Company's revenue continuously increased in every quarter until exceeding the Company's target. Especially, the 4th quarter of 2022, the Company recognized highest hotel revenue for this year at 836 million Baht which increased 60% from revenue in the 3rd quarter at 526 million Baht. The revenue proportion included food and beverage revenue of 52%, the room revenue of 43% and other revenue of 5%, respectively. The room revenue had the highest growth rate of 63% from the previous quarter, and increased greater than 300 percent from the same quarter of 2021, the main contributing factor was the occupancy rate, the significant improvement in average room rates which was the highest of the year. While food and beverage revenue grew 58% from the previous quarter, and greater than 100 percent from the same quarter of 2021, especially from the huge increase in catering.

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