Quality Houses : 2 The Copy of the Minutes of the 2023 Annual General Meeting of Shareholders

Page 16

(Enclosure No.2)

(Translation)

MINUTES OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

QUALITY HOUSES PUBLIC COMPANY LIMITED

Date, Time and Venue

The Annual General Meeting of Shareholders was held on Friday, April 21, 2023 at 10.30 a.m. via electronic meeting system (e-AGM) and was recorded the meeting on video media. Broadcast location was the meeting room, Q House Lumpini Building, 4th Floor, No.1 South Sathorn Road, Thungmahamek Sub-district, Sathorn District, Bangkok, 10120.

Commencement of the Meeting

Mr. Boonsom Lerdhirunwong, Chairman of the Meeting, announced that the time was 10.30 a.m. and there were 14 shareholders attending the online meeting in person, representing 215,607,551 shares and 238 proxies, representing 4,067,651,550 shares. In total, there were 252 shareholders and proxies, representing a total of 4,283,259,101 shares or 39.97 percent of total shares issued by the Company. The number of attendees was higher than 25 and they represented more than one-third of total shares issued by the Company, which constituting a quorum in accordance to its Articles of Association. As a result, the Chairman then declared the commencement of the 2023 Annual General Meeting of Shareholders and introduced the Board of Directors, auditors, independent and vote-counting intermediate representative who attended the Meeting as follows:

Board of Directors:
		Name	Position
1.	Mr. Boonsom	Lerdhirunwong	Independent Director and Chairman of the Board of Directors
2.	Mr. Chalerm	Kiettitanabumroong	Director, Chairman of the Risk Management Committee and Chief
			Executive Officer
3.	Mr. Rachai	Wattanakasaem	Independent Director, Chairman of the Audit Committee and Member
			of the Nomination and Remuneration Committee
4.	Mr. Suri	Buakhom	Independent Director, Chairman of the Corporate Governance
			Committee and Member of the Audit Committee
5.	Mr. Adul	Vinaiphat	Independent Director, Chairman of the Nomination and Remuneration
			Committee and Member of the Audit Committee
6.	Mrs. Suwanna	Bhuddhaprasart	Director and Member of the Corporate Governance Committee
7.	Mr. Adisorn	Thananan-narapool	Director and Member of the Nomination and Remuneration Committee
8.	Mr. Naporn	Sunthornchitcharoen	Director
9.	Mr. Achawin	Asavabhokin	Director
10.	Mr. Pravit	Choatewattanaphun	Director and Managing Director
11.	Ms. Apinya	Jarutrakulchai	Director, Senior Executive Vice President, CFO and Company
			Secretary

In this Annual General Meeting, there were a total of 11 directors who attended the meeting - equivalent to 100% of total directors.

Page 1 of 24

(Enclosure No.2)

(Translation)

Auditors:

EY Office Limited: Ms. Pimjai Manitkajohnkit, who was an intermediary responding to relevant queries.

Independent and vote-counting intermediary representative:

Mr. Pichet Khamnounrit, from Pichet Khamnounrit Law Company Limited

The Chairman of the Meeting assigned "Mr. Chinnadej Siripornpisal", the Officer of Company Secretary Department, to notify procedures of the 2023 Annual General Meeting of Shareholders and view a demonstration video for the system on the day of the meeting, as well as functions for asking questions and voting as follows:

1. Voting Methods

The Company applys the voting method on the basis of "one share one vote". At the end of the report and inquiry session of each agenda, the Chairman of the Meeting shall request the Meeting to vote. Shareholders can vote through the DAP e-Shareholders Meeting system, the voting time is approximately 1 minute. If shareholders do not take any action, the system will record a vote as "approved" for that agenda.

A shareholder appointing proxy to the Independent Director to vote on their behalf in accordance to their intention of voting in each agenda, the Company did record such "approved", "disapproved" or "abstained" votes earlier in the voting system of DAP e-Shareholder Meeting.

2. The proposal of agendas for the Annual General Meeting of Shareholders, nomination of directors by minority shareholders and submission of advanced questions

The Company provided an opportunity for the shareholders to propose agendas, and nominate persons who possess qualifications required by law as directors of the Company in the 2023 Annual General Meeting of Shareholder, as well as an opportunity for shareholders to send questions to the Company in advance in accordance to the guidelines specified on the Company's website: "www.qh.co.th" from October 1, 2022 to December 31, 2022.

The Company notified that there was no shareholders proposed any agenda for the Meeting or any persons to be nominated as the Company's directors, and no advanced questions sent ahead of the 2023 Annual General Meeting of Shareholders.

Subsequently, the Chairman of the Meeting proceeded the 2023 Annual General Meeting of Shareholders as follows:

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Page 2 of 24

(Enclosure No.2)

(Translation)

Agenda 1: To consider certify the Minutes of the 2022 Annual General Meeting of Shareholders

The Chairman of the Meeting proposed to the shareholders in the meeting to consider certify the Minutes of the 2022 Annual General Meeting of Shareholders held on April 22, 2022 per Enclosure 2, pages 19-36, which was distributed to the shareholders together with the Notice of the Meeting as well as the Factual Details and Reasons for the Shareholders' consideration per Enclosure 1, page 6.

Questions, suggestions and clarifications made before casting votes on this agenda:

-None-

Resolution: The resolution of this agenda shall require the majority of votes of the shareholders present and voting at the meeting.

The Meeting resolved to certifiy the Minutes of the 2022 Annual General Meeting of Shareholders with the following voting results:

	Vote for			Number of Votes			% of the shareholders present
					and voting at the meeting
	- Approve	4,283,594,493	100.0000
	- Disapprove	-	0.0000
	- Abstain	8,675,800		Not Count

Remark: In this agenda item, there were additional shareholders attending the Meeting, representing 9,011,192 shares.

Agenda 2: To consider acknowledging the Company's 2022 operating performance

The Chairman of the Meeting assigned "Mr.Pravit Choatewattanaphun" (Director and Managing Director) to report to the Meeting.

Mr.Pravit Choatewattanaphun explained the company's overall operating result for the year 2022 as follows:

1. In 2022, the Company launched 4 new projects valued at THB 7,598 million.

Number of Projects	2022
Carry Forward	74
Open	4
Close	(12)
Remaining	66

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Page 3 of 24

(Enclosure No.2)

(Translation)

No.

Project

Product

Price Range

Project Value

(MB)

1.

Prukpirom New Ratchaphruk

Single detached houses

High -end market

2,678

2.

Q District Chaiyaphruk -

Townhouses

Middle-end market

1,317

Ratchaphruk

3.

Laddarom New Ratchaphruk

Single detached houses

High -end market

1,694

4.

Laddarom Chatuchot 15

Single detached houses

High -end market

1,909

Total

7,598

1. New project launch by segment. In 2022 separated by
2. • By product type, 82.67% was single detached houses and 17.33% was townhouses.
   • By price range, 82.67% was High -end market and 17.33% was Middle-end market.
   • By location, 100% was in Bangkok and vicinities.
3. Transfer in 2022 by segment. The Company's revenue recognition with a total value of THB 8,227 million.
4. • By product type, 63% was single detached houses, 28% was townhouses and 9% was condominiums.
   • By price range, 36% was High-end market, 52% was Middle-end market and 12% was Low-end market.
   • By location, 94% was in Bangkok and vicinities and 6% was in other provinces.
5. Land acquisition in 2022

The Company purchased 6 plots of land for project development with a total value of THB 1,690 million.

Later, Ms. Apinya Jarutrakulchai (Director and CFO, etc.) reported the Company's performance for the year 2022, as follows:

1. Total revenue from sales of real estate,Rental and Service and other revenue was THB 9,445 million including:

	Description			2022			2021			Increase (Decrease)
			(Million Baht)			(Million Baht)
							Million Baht			%
	Revenue from sale of real estate	8,227	7,502	725	10
	Revenue from rental and service of hotel business	717	314	403	128
	Revenue from rental and service of office building	282	303	(21)	(7)
	Other revenue	219	232	(13)	(6)
	Total Revenue			9,445			8,351			1,094			13

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Page 4 of 24

(Enclosure No.2)

(Translation)

1. Gross Profit Margin In 2022, the Company reported gross profit margin of the Company at 33.9%
2. Selling and Administrative Expenses (Normal Operation) In 2022, selling and administrative expenses (Normal Operation) were 19.5% of total revenue.
3. Total Profit Sharing from investment in associate companies was THB 1,586 million as follows:

				2022			2021			Increase (Decrease)
	Company			(Million Baht)			(Million Baht)
							Million Baht			%
	Home Product Center PCL.	1,235	1,081	154	14
	LH Financial Group PCL.	217	170	47	28
	QHPF	120	148	(28)	(19)
	QHHR	14	(17)	31	82
	Total			1,586			1,382			204			15

1. Net Profit for the year 2022 was THB 2,396 million, a increase of approximate 43% from 2021, accounting for 25.4% of total revenue.
2. Debentures/ Loans
   In 2022, the Company has outstanding interest bearing debt of THB 11,544 million, decreasing THB 3,569 million, consisting of THB 1,000 million short term loan, THB 3,044 million long term loans and THB 7,500 million debentures. The reason of decreasing of loan was debenture repayment.
3. Interest bearing Debt to Equity Ratio (time) was 0.41 time in 2022, lower than 2021, and Net Financial Debt to Equity Ratio was 0.36 time.

Thereafter, "Mr.Suri Buakhom", Chairman of the Corporate Governance Committee clarified to the meeting as follows:

Mr. Suri Buakhom clarified to the meeting that the Company has been certified as a "Member of Thai Private Sector Collective Action Against Corruption" since March 9, 2017, and the Company renewed its membership for the second time on December 5, 2022. As the membership renewal lasts for 3 years ( December 2022 - December 2025).

In 2022, the Company has no complaints or whistleblowers about corruption matters.

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Page 5 of 24

(Enclosure No.2)

(Translation)

Questions, suggestions and clarifications made before casting votes on this agenda:

-None-

Resolution:The Meeting acknowledged the Company's 2022 operating performance according to the presented details, therefore there is no vote casting.

Agenda 3: To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022 audited by the certified public accountant

The Chairman of the Meeting assigned "Ms. Apinya Jarutrakulchai" (Director and CFO, etc.) to report to the

Meeting.

Ms.Apinya Jarutrakulchai reported and proposed the Meeting to consider and approve the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022, which had already been audited and certified by the Company's auditor, reviewed by the Audit Committee of the Company, and was delivered to the shareholders for consideration, with are shown in QR Code of the 56-1 One Report, which has been distributed to the shareholders together with the invitation letter of this meeting.

The financial statements of the Company and its subsidiaries as at December 31, 2022, showing the financial position of the Company and its subsidiaries are as follows:

• Asset

Unit: Million Baht

	Descriptions	2022	2021	Increase (Decrease)
	Million Baht	%
Total Asset		43,626	46,236	(2,610)	(5.6)
Total Current Assets	20,974	23,364	(2,390)	(10.2)
Land and construction in progress	19,267	19,987	(720)	(3.6)
Other	1,707	3,377	(1,670)	(49.5)
Total Non-Current Assets	22,652	22,872	(220)	(1.0)
Investment in associate companies	11,590	11,524	66	0.6
Land,plant and equipment	1,533	1,546	(13)	(0.9)
Land and project development costs	7,410	7,474	(64)	(0.9)
Other	2,119	2,328	(209)	(8.9)

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Page 6 of 24

(Enclosure No.2)

(Translation)

• Liabilities

Unit: Million Baht

Descriptions	2022	2021	Increase (Decrease)
Million Baht	%
Total Liabilities	15,793	19,251	(3,458)	(18.0)
Total Interest bearing liabilities	11,423	15,138	(3,715)	(24.5)
Short-term loans	1,000	-	1,000	100.0
Long-term loans	3,042	3,144	(102)	(3.2)
Unsecured debentures	7,381	11,994	(4,613)	(38.5)
Total other liabilities	4,370	4,113	257	6.2

• Shareholders' Equity

Unit: Million Baht

Descriptions	2022			2021		Increase (Decrease)
			Million Baht		%
Shareholders' Equity		27,833		26,985		848		3.1
Issued and paid-up capital		10,714		10,714		-		-
Retained earnings		17,702		16,486		1,216		7.4
Other		(583)		(215)		368		171.2
∙ Statement of comprehensive income
							Unit: Million Baht
Descriptions			2022	2021		Increase (Decrease)
			Million Baht		%
Total revenues*		9,449	8,356	1,093	13.1
lessCost of sale and total expenses		(8,351)	(7,848)	503	6.4
Net profit before share of profit from investments	1,098	508	590	116.1
in associates
plusshare of profit from investments in associates	1,586	1,382	204	14.8
Profit before income tax expenses		2,684	1,890	794	42.0
lessincome tax expenses		(288)	(220)	68	30.9
Profit for the year from the consolidated financial	2,396	1,670	726	43.5
statement

*Remark: Total revenues included interest income in 2022 was THB 4 million, in 2021 was THB 4 million

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Page 7 of 24

(Enclosure No.2)

(Translation)

Questions, suggestions and clarifications made before casting votes on this agenda:

-None-

Resolution: The resolution of this agenda shall require the majority of votes of the shareholders present and voting at the meeting.

The Meeting resolved to approve the statement of financial position and statement of comprehensive income of the Company for the fiscal year ended December 31, 2022 as audited by a certified public accountant with the following voting results:

	Vote for			Number of Votes			% of the shareholders present
					and voting at the meeting
	- Approve	4,289,145,926	100.0000
	- Disapprove	-	0.0000
	- Abstain	9,827,200		Not Count

Remark: In this agenda item, there were additional shareholders attending the Meeting, representing 6,702,833 shares.

Agenda 4: To consider and approve the dividend payment for the year 2022

The Chairman of the Meeting assigned "Ms. Apinya Jarutrakulchai" (Director and CFO, etc.) to notify to the

Meeting.

Ms. Apinya Jarutrakulchai notified the Meeting and requested for an approval the dividend payment the year

2022 as follows:

The Company has a policy to pay dividends from the retained earnings and/or net profit to its shareholders. In considering the payments, the following factors are taken into consideration; the Company's operating results and financial position, liquidity, expansion plans and other management-related factors. Any dividend payment is subjected to the approval of the Company's Board of Directors for interim dividend payment and shareholders' meetings for annual dividend payment.

The Company had a profit in the year 2022 ("Profit for the year") and had the retained earnings. After completely set aside the legal reserve and other reserve, the Company had sufficient cash to pay dividend. The Board of Directors had also considered the investment plans for each project and opined that the Company should pay dividend at the rate of THB 0.14 per share shall be paid out at the rate of 63% of the net profit based on the consolidated financial statements.

• Since the Company has paid interim dividend from the Company's operation of first six months of the year 2022 (January - June 2022) at the rate of THB 0.04 per share on September 8, 2022 by the resolution of the Board of Directors' Meeting No. 5/2022 dated August 10, 2022.

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Page 8 of 24

(Enclosure No.2)

(Translation)

• The Company still has to pay dividend from the net profit of the second-half of the year 2022 (July - December 2022) at the rate of THB 0.10 per share. This dividend payment is based on net profit after 20% corporate income tax rate. The shareholders who are individuals can obtain tax credits due to the dividend payment in accordance with Section 47 Bis of the Revenue Code.

Regarding the allocation for legal reserve, the Company has allocated the legal reserve at the required amount by law of 10% of the registered capital of the Company. As a result, the Company has no need for legal reserve allocation.

Schedules related to the dividend payment.

Details	Date
Specifying the name list of shareholders who are eligible to receive	April 28, 2023
dividend (Record Date)
Dividend payment	May 18, 2023

Questions, suggestions and clarifications made before casting votes on this agenda:

-None-

Resolution: The resolution of this agenda shall require the majority of votes of the shareholders present and voting at the meeting.

The Meeting resolved to approve the dividend payment for the year 2022 as proposed with the following voting results:

	Vote for			Number of Votes			% of the shareholders present
					and voting at the meeting
	- Approve	4,296,128,959	99.9850
	- Disapprove	644,500	0.0150
	- Abstain	2,205,500		Not Count

Remark: In this agenda item, there were reduction shareholders attending the Meeting, representing 5,833

shares.

Agenda 5: To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation

The Chairman of the Meeting assigned "Mr.Rachai Wattanakasaem" (Member of the Nomination and Remuneration Committee) to notify the Meeting.

Mr.Rachai Wattanakasaem notified the Meeting that according to the Company's Articles of Association, at every annual general meeting of shareholders, at least one-third of directors shall retire by rotation. Should the

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Page 9 of 24

(Enclosure No.2)

(Translation)

number of directors could not be precisely divided into three groups, the number of directors close to one-third of all directors must retire by rotation. This year, four directors must retire by rotation as follows:

(1)	Mr.Boonsom	Lerdhirunwong	Independent Director
(2) Mr. Adul	Vinaiphat	Independent Director
(3)	Mr.Naporn	Sunthornchitcharoen	Director
(4)	Mr.Chalerm	Kiettitanabumroong	Director

Since, the Company has announced through the website of the Company, inviting shareholders to proposed name of qualified person to be the candidates for the Company's director nomination process from October 1, 2022 to December 31, 2022. However, none of the shareholder has proposed the nominated any person to be the candidates.

Since, Mr. Adul Vinaiphat Independent Director considered not to be nominated to be a Director for another term, therefore the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval for the appointment an Independent Director instead of Mr. Adul Vinaiphat also propose the Shareholders' Meeting for consideration and approval for the re-appointment of the other three directors of the Company who would be retired by rotation this year to be directors of the Company for another term,

The qualified candidates were considered through the Company's procedure to be suitable qualification for the Company's Business.

The name list are as follows:

1.	Mr. Boonsom	Lerdhirunwong	as an Independent Director for another term.
2.	Mr. Naporn	Sunthornchitcharoen	as a Director for another term.
3.	Mr. Chalerm	Kiettitanabumroong	as a Director for another term.
4.	Mrs. Tipawan	Chayutimanta	as an Independent Director to replace
			Mr. Adul Vinaiphat who retired by rotation
			and considered not to be nominated to be a Director.

The Nomination and Remuneration Committee has considered that all three existing directors, who are retired by rotation proposed in this year, as well as the person who has been proposed to be Independent Director instead of Mr. Adul Vinaiphat have fully qualified as specified in the Public Limited Company Act B.E. 2535 and have knowledge, capability and business experience relating to the Company's operation. Therefore, the Nomination and Remuneration Committee would like to propose to appoint an Independent Director instead of Mr. Adul Vinaiphat and re-appoint three directors to be directors of the Company for another term.

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