Ratch Public : Determination of the date and agenda items for the 2020 Shareholder's Annual General Meeting and dividend payment for 2019 operations

("Translation")

RATCH 071/2020 18 February 2020

Subject:	Determination of the date and agenda items for the 2020 Shareholders' Annual
	General Meeting and dividend payment for 2019 operations
Attention:	President of the Stock Exchange of Thailand

RATCH Group Public Company Limited ("the Company") would like to inform the Stock Exchange of Thailand that the Company's Board of Directors, at the Meeting No. 2/2020 held on 18 February 2020, resolved as follows:

• 1. The 2020 Shareholders' Annual General Meeting (the "Meeting") will be convened on Thursday 9 April 2020 at 2.00 p.m. at World Ballroom, Level 23, the Centara Grand
• Bangkok Convention Centre at Central World Hotel, No. 999/99 Rama 1 Road, Phathumwan District, Bangkok.
• 1. The record date to determine the name of shareholders who are entitled to attend the Meeting and receive dividend payment will be on Thursday 5 March 2020 and the dividend will be paid on Thursday 23 April 2020.
  2. It was approved to set up the agenda items for the Meeting as follows:

Agenda 1 To consider and approve the Minutes of the 2019 Shareholder's Annual General Meeting held on 12 April 2019

Board of Directors' Opinion: The Minutes were taken accurately and completely. The Meeting should approve the mentioned Meeting Minutes.

Agenda 2 To acknowledge the Board of Directors' annual report on the Company's performances in the previous year and other activities to be performed in the future

Board of Directors' Opinion:The Company's and its subsidiaries' overall performances in the previous year resulted in profit of Baht 5,963.28 million or Baht 4.11 per share and the Meeting should acknowledge the Board's report.

Agenda 3 To consider and approve the statements of financial position and the statements of income for the fiscal year ended 31 December 2019

Board of Directors' Opinion:The Meeting should approve the statements of financial position and the statements of income for the fiscal year ended 31 December 2019 that was audited by the Auditor and endorsed by the Audit Committee and the Board of Directors.

Agenda 4 To consider and approve the appropriation of annual profit year 2019 and dividend payment

Board of Directors' Opinion: The Meeting should approve the appropriation of annual profit of the year 2019 and dividend payment at Baht 2.40 per share or in a total amount of Baht 3,480 million that is equivalent to 58.36 per cent of the profit of the consolidated financial statements. Since the interim dividend at Baht 1.15 per share was paid to shareholders on 20 September 2019, the year-end dividend will be paid at Baht 1.25 per share or Baht 1,812.50 million in total. The dividend will be paid on Thursday 23 April 2020 to the entitled shareholders whose names will be determined on Thursday 5 March 2020 (Record Date).

However, the right to receive such dividend is subject to the approval of the 2020 Shareholders' Annual General Meeting.

Agenda 5 To consider the appointment of the Company's auditor and determination of the auditor's remuneration

Board of Directors' Opinion: The Meeting should approve the appointment of KPMG Phoomchai Audit Limited per recommendation of the Audit Committee and the Board of Directors, and the appointment of any one of Mr. Vairoj Jindamaneepitak (C.P.A. (Thailand) No. 3565) or Mr. Waiyawat Kosamarnchaiyakit (C.P.A. (Thailand) No. 6333) or Mr. Natthaphong Tantichattanon (C.P.A. (Thailand) No. 8829) of KPMG Phoomchai Audit Limited as the Company's auditor in the year 2020. Any one of these auditors shall be authorized to conduct the audit and express an opinion on the statutory financial statements of the Company. The Meeting should also approve auditor's remuneration in the year 2020 in the amount of Baht 1,500,000 (excluding out-of-pocket expenses at the actual amount but not exceeding Baht 45,000) which is an increase of Baht 300,000 from the year 2019 due to the increased workload.

The proposed auditors are authorized to conduct the audit and express an opinion on the statutory financial statements of the Company for the fourth year and none of the proposed auditors has relationship or conflict of interests with the Company, subsidiaries, executives and major shareholders or any person related to such persons in any way that would affect their independent performance. Therefore, they have the independence to conduct the audit and express opinion on the statutory financial statement of the Company and subsidiaries. None of the auditors has performed their duty as the auditors of Company for longer than the time specified by the rules and guidelines of relevant regulations.

Agenda 6 To consider and determine the Director's remuneration

Board of Directors' Opinion: The Meeting should approve the determination of the remuneration for the Board of Directors and its Committees as proposed by the Human Resources and Remuneration Committee and the Board of Directors as follows.

1. To pay the annual bonus for the year 2019 to the Company's Board of Directors at the same rate and criteria with that of the previous year according to the term of office and to the attendance at the Board meeting in the total amount of approximately Baht 13.369 million.
2. To determine the retainer for the year 2020 for the Board and its Committees at the same rate and criteria with that of the previous year as follows:
3. 1. The retainer for the Company's Board of Directors will be paid on a monthly basis and divided into 2 portions: (i) fixed fee at the rate of 75 per cent; and (ii) 25 per cent paid on meeting attendance. The said retainer will be paid at the rate of Baht 50,000 for the Chairman and Baht 40,000 for each Director.
   2. The retainer for the Committees; namely the Audit Committee, the Human Resources and Remuneration Committee, the Risk Management Committee, the Investment Committee and the Corporate Governance and Social Responsibility Committee will be paid on an attendance basis at the rate of Bath 30,000 for the Committee's Chairman and Baht 24,000 for each Member.

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Executives who are directors do not receive bonus and retainer as directors. Other benefit: Directors do not receive other benefit.

The resolution of this agenda requires the vote of at least two-third of the total votes of shareholders present at the meeting.

Agenda 7 To consider the election of directors in place of those retired by rotation

Board of Directors' Opinion: The Meeting should elect directors in place of those retired by rotation as proposed by the Human Resources and Remuneration Committee and the Board of Directors as follows:

(1)	Miss Nantika	Thangsuphanich	Director
(2)	Mr. Chartchai	Rojanaratanangkule	Independent Director
(3)	Mr. Somboon	Nhookaew	Independent Director
(4)	Mr. Kriengkrai	Rukkulchon	Independent Director

Directors No. (1) - (3) are re-elected whereas Director No. (4) replaces Mr. Ratanachai Namwong, the Independent Director who will be retired by rotation and the election will be effective from the date after the 2020 Shareholders' Annual General Meeting.

Agenda 8 To consider other businesses (if any)

During the period 1 September 2019 until 31 December 2019, the Company had invited the shareholders to propose the Meeting agenda and to nominate qualified person(s) to be elected as the Company's Director (s) and there is no proposal from the shareholders.

For a shareholder who requires more information or has any inquiries on the issues contained in the above agendas and/or wants to render any recommendations, please submit the inquiries and suggestions to the Company in advance or send an electronic mail to [e-mail] contact the Company Secretary at hereunder stated address.

Please be informed accordingly.

Sincerely yours,

(Mr. Kijja Sripatthangkura)

Chief Executive Officer

Company Secretary Office

Tel. [phone]

Fax. [phone] Ext. 9510

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