Quality Houses : Minutes of The 2023 Annual General Meeting of Shareholders

(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.

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(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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(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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(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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(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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