Quality Houses : Invitation to attend the 2024 Annual General Meeting of Shareholders

Invitation letter for the 2024 Annual General Meeting of Shareholders

(electronic meeting (e-AGM))

Quality Houses Public Company Limited

Friday 19th April 2024

Meeting starts at 10.30 a.m.

The Company arranges the 2024 Annual General Meeting of Shareholders

in electronic meeting (e-AGM) format only without arranging any meeting rooms

Online registration only to attend the meeting

**Shareholders, please study the registration process to attend the meeting according to the Electronic Meeting System User Manual in the meeting invitation letter**

Broadcast location: Q House Lumpini Building, No.1 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120

Remark: This Annual General Meeting of Shareholders is an electronic meeting (e-AGM) to avoid the gathering of large numbers of people with high risk of spread of COVID-19 and provide convenience for shareholders to join the AGM via electronic meeting system without travelling to the meeting.

Contents

Invitation Letter for the 2024 Annual General Meeting of Shareholders

		Page
1. Invitation to attend the 2024 Annual General Meeting of Shareholders	1
(electronic meeting (e-AGM))
2. Enclosures
2.1 Factual Details and Reasons of the Agendas for Shareholders' Consideration	7
	(Enclosure No.1)
2.2	The Copy of the Minutes of the 2023 Annual General Meeting of Shareholders	16
	(Enclosure No.2)
2.3	The Information of the Company's Directors who appointed to be Directors	40
	(Enclosure No.3)
2.4	Conditions and Procedures for e-Registration and the Appointment of Proxies to	47
	Attend the 2024 Annual General Meeting of Shareholders (electronic meeting
	(e-AGM)) (Enclosure No.4)
2.5	The Information of the Independent Directors who represent as Proxy for	50
	Shareholders (Enclosure No.5)
2.6	The Company's Articles of Association relating to the Annual General Meeting of	51
	Shareholders and Voting Procedures (Enclosure No.6)
2.7	Personal Data Protection Guideline (Privacy Notice) In accordance with the Personal	55
	Data Protection Act B.E. 2562 (Enclosure No.7)
2.8	Requisition Form of Form 56-1 One Report 2023 (Enclosure No.8)	57
2.9	Procedures for attending 2024 Annual General Meeting of Shareholders via	58
	electronic meeting (Enclosure No.9)
2.10 User Manual e-Shareholder Meeting System (DAP e-Shareholder Meeting)	59
	(Enclosure No.10)
2.11 Proxy (Form A,B, C)	81

(Enclosure No. 1)

(Translation)

Factual Details and Reasons of the Agendas

For Shareholders' Consideration

Agenda 1 To consider certifying the Minutes of the 2023 Annual General Meeting of Shareholders Factual Details and Reasons

The Company's Secretary prepared the Minutes of the 2023 Annual General Meeting of Shareholders, which was held on April 21, 2023 and the Board of Directors has considered and opined that it correctly in accordance with the resolution of the Shareholders' Meeting. Therefore, the Board of Directors proposes the Minutes of the 2023 Annual General Meeting of Shareholders to be certified by this Shareholders' Meeting. The copy of the Minutes has been distributed to the shareholders together with the invitation letter to this meeting.

(Enclosure No. 2)

Agenda 2 To consider acknowledging the Company's 2023 operating performance Factual Details and Reasons

The Company prepared the report of the Board of Directors on the performance of the Company for the year ended on December 31, 2023 and the Board of Directors has considered and opined that the report was accurate and adequate. Therefore, the Board of Directors proposes the report to the Shareholders' Meeting to acknowledge the performance of the Company for the year 2023. QR Code of the Form 56-1 One Report 2023 has been distributed to the shareholders together with the invitation letter of the meeting.

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, 2023 audited by the certified public accountant

Factual Details and Reasons

The Company prepared the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2023, which was duly audited by the Company's auditors, and the Board of Directors and the Audit Committee have considered and opined that the Company's financial statements were accurate, complete and adequate in accordance with the generally accepted accounting principles. Therefore, the Board of directors proposes to the Shareholders' Meeting for approval of the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2023, which was duly audited by the Company's auditors. Opinions of the Board of Directors and the Audit Committee are provided in "Report of Responsibilities of the Board of Directors with respect to Financial Reporting" and

Page 7

(Enclosure No. 1)

(Translation)

"Report from the Audit Committee" respectively, both of which are shown in the Form 56-1 One Report 2023, which has been distributed (on QR Code Form) to the shareholders together with the invitation letter of the meeting.

Agenda 4 To consider and approve the dividend payment for the year 2023

Factual Details and Reasons

Dividend Policy

The Company has a policy to pay dividends from the retained earnings and/or net profit to the 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 and/or shareholders' meetings.

The Company had a profit in the year 2023 ("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 as detailed below:

The dividend payment by cash at the rate of THB 0.15 per share or the amount of approximately THB 1,607 million. The dividend shall be paid out of the net profit for the year 2023 at the rate of 64% of the net profit which is according to the Company's dividend policy. All dividend shall be deducted withholding tax at the rate as prescribed by law. Since the Company has paid interim dividend dated September 7,2023 from the Company's operation of first six months of the year 2023 by the resolution of the Board of Directors' Meeting No. 6/2023 dated August 9, 2023 at the rate of THB 0.05 per share or the amount of approximately THB 536 million, the Company still has to pay dividend from the net profit of the second-half of the year 2023 at the rate of THB 0.10 per share or the amount of approximately THB 1,071 million.

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.

Schedules related to the dividend payment.

Details	Date
Specifying the name list of shareholders who are eligible to receive	April 26, 2024
dividend (Record Date)
Dividend payment	May 16, 2024

Page 8