Ratch Public : Shareholders meeting's resolution (revised number of votes in Agenda 7 in Thai version)

- TRANSLATION -

Registered No. 0107543000031

RATCH 222/2020

	10 July 2020
Subject:	Resolutions of the 2020 Shareholders' Annual General Meeting
Attention:	President of the Stock Exchange of Thailand

RATCH Group Public Company Limited (the "Company") hereby announces the resolutions passed by the 2020 Shareholders' Annual General Meeting (the "Meeting") held on 10 July 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 as follows:

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

RESOLUTION: The Meeting resolved the approval of the Minutes of the 2019 Shareholders' Annual General Meeting held on 12 April 2019 with a simple majority of votes of the shareholders present and voting at the meeting as follows:

Agreed by	1,032,545,101	votes	equivalent to	100.0000	per cent
Disagreed by	0	votes	equivalent to	0.0000	per cent
Abstained by	9,211,500	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,032,545,101	votes	equivalent to	100.0000	per cent

Agenda 2To 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

RESOLUTION: The Meeting resolved the acknowledgement of the Board of Directors' annual report on the Company's performances in previous year and other activities to be performed in the future without casting votes for the resolution.

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

RESOLUTION: The Meeting resolved the approval of the statements of financial position and the statements of income for the fiscal period ended 31 December 2019,

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which was audited by the Company's auditor and endorsed by the Company's Audit Committee and Board of Directors, with a simple majority of votes of the shareholders present and voting at the meeting as follows:

Agreed by	1,061,769,209	votes	equivalent to	100.0000	per cent
Disagreed by	0	votes	equivalent to	0.0000	per cent
Abstained by	221,465	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,769,209	votes	equivalent to	100.0000	per cent

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

RESOLUTION: The Meeting resolved the approval that no allocation will be made to the reserve fund required by laws since the Company's accumulated reserve fund totaled Baht 1,450 million that is equal to 10 per cent of its registered capital already and

the approval that additional dividend payment will not be made for 2019 operating results as the Company has already paid 2 interim dividends. The first interim dividend was paid from the first half of 2019 operating results at Baht 1.15 per share, totaling Baht 1,667.50 million which was paid on 20 September 2019 and the second interim dividend was paid for the second half of 2019 operating results at Baht 1.25 per share, totaling Baht 1,812.50 million which was paid on 17 April 2020 to reduce the effect that may occur to the shareholders as a result of the indefinite postponement of the Meeting previously scheduled on 9 April 2020 due to the spread of Coronavirus Disease 2019.

Considering the two interim dividend payment, the Company had paid dividends from 1 January 2019 to 31 December 2019 operating results at Baht 2.40 per share, totaling Baht 3,480 million or equivalent to 58.36 per cent of the profit of the consolidated financial statements.

The above resolution was approved the appropriation of the annual profit year 2019 by which no allocation will be made to the reserve fund required by laws since the Company's accumulated reserve fund totaled Baht 1,450 million that is equal to 10 per cent of its registered capital already and approved not to pay additional dividend for the 2019 operating results and passed with the simple majority votes of the shareholders present and voting at the meeting as follows:

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	Agreed by	1,061,984,909	votes	equivalent to	100.0000	per cent
	Disagreed by	0	votes	equivalent to	0.0000	per cent
	Abstained by	5,765	votes	not constituted as vote
	Voided Ballot	3,400	votes	not constituted as vote
	Total	1,061,984,909	votes	equivalent to	100.0000	per cent
Agenda 5	To consider	the appointment of	the	Company's auditor	and determination of

the auditor's remuneration

RESOLUTION: The Meeting resolved the approval to appoint the KPMG Phoomchai Audit Limited and appoint anyone 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) as the Company's auditor in 2020; being authorized to conduct the audit and express an opinion on the statutory financial statements of the Company. In the absence of the above-named auditors, the KPMG Phoomchai Audit Limited is authorized to identify another Certified Public Accountant of the KPMG Phoomchai Audit Limited, and subject to the Board's consent, to carry on the work. The Meeting also approved the auditor's remuneration of Baht 1,500,000 in 2020 (excluding Out-of-Pocket expenses at the actual amount but not exceeding Baht 45,000).

The above resolution was approved the appointment of the Company's auditor and determination of the auditor's remuneration and passed with a simple majority of votes of the shareholders present and voting at the meeting as follows:

Agreed by	984,282,176	votes	equivalent to	92.6840	per cent
Disagreed by	77,694,533	votes	equivalent to	7.3160	per cent
Abstained by	14,965	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,976,709	votes	equivalent to	100.0000	per cent

Agenda 6To consider and determine the Director's remuneration

RESOLUTION: The Meeting resolved the approval of the Director's remuneration that is based on the same rate and criteria as the previous year as follows:

1. To pay the 2019 annual bonus to the Company's Board of Directors as follows:

1. The Chairman will receive annual bonus at Baht 1,500,000.
2. Each Director will receive annual bonus at Baht 1,200,000.

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1. In case there is a period when one is appointed to hold more than one position as the Company's Director and/or the subsidiaries' Director, he/she will receive the annual bonus from the company that allocates the highest amount for such period.
2. The annual bonus will be allocated according to the term period in the position and also to the attendance to the Board Meeting that the Director whose attendance is 75 per cent and above will receive full bonus allocated for that year, and the Director whose attendance is lower than 75 per cent will receive the bonus at pro rata.
3. The Executive who is appointed as the Company's Director does not receive bonus as a director.

The total annual bonus will be approximately Baht 13.369 million or equivalent to

0.22 per cent of profit according to the consolidated financial statements of the Company.

2. To determine the retainer for the year 2020 to the Company's Board of Directors and its Committees as follows:

1. The retainer for the Company's Board of Directors will be paid on monthly basis and divided into 2 portions: a fixed portion at 75 per cent and another portion at 25 per cent paid on 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 will be paid on attendance basis at the rate of Baht 30,000 for the Committee's Chairman and Baht 24,000 for each Member. The Committees consist of the Audit Committee, the Human Resources and Remuneration Committee, the Risk Management Committee, the Investment Committee, and the Corporate Governance and Social Responsibility Committee.

The Executive who is appointed as the Company's Director does not receive bonus as a director.

Other benefits : Directors do not receive other types of remuneration.

The above resolution was approved the determination of the Director's remuneration and passed with a vote of not less than two-thirds of the total votes of the shareholders present at the meeting as follows:

Agreed by	1,054,008,364	votes	equivalent to	99.2479	per cent
Disagreed by	7,968,245	votes	equivalent to	0.7503	per cent
Abstained by	16,065	votes	equivalent to	0.0015	per cent
Voided Ballot	3,400	votes	equivalent to	0.0003	per cent
Total	1,061,996,074	votes	equivalent to	100.0000	per cent
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Agenda 7To consider the election of directors in place of those retiring by rotation

RESOLUTION: The Meeting resolved the election of directors in place of those retiring by rotation to be effective since the day after the 2020 Shareholders' Annual General Meeting date onwards, with a simple majority of votes of the shareholders present and voting at the meeting as follows:

1. Miss Nantika Thangsuphanich, Director (Re-elected)
Agreed by	1,053,197,897	votes	equivalent to	99.1720	per cent
Disagreed by	8,793,048	votes	equivalent to	0.8280	per cent
Abstained by	12,365	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,990,945	votes	equivalent to	100.0000	per cent
2. Mr. Chartchai Rojanaratanangkule, Independent Director (Re-elected)
Agreed by	1,013,295,111	votes	equivalent to	95.4154	per cent
Disagreed by	48,687,334	votes	equivalent to	4.5846	per cent
Abstained by	20,865	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,982,445	votes	equivalent to	100.0000	per cent
3. Mr. Somboon Nhookeaw, Independent Director (Re-elected)
Agreed by	1,009,033,624	votes	equivalent to	95.0143	per cent
Disagreed by	52,947,221	votes	equivalent to	4.9857	per cent
Abstained by	22,465	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,980,845	votes	equivalent to	100.0000	per cent
4. Mr. Kriengkrai Rukkulchon, Independent Director
Agreed by	1,061,976,811	votes	equivalent to	99.9996	per cent
Disagreed by	4,034	votes	equivalent to	0.0004	per cent
Abstained by	22,465	votes	not constituted as vote
Voided Ballot	3,400	votes	not constituted as vote
Total	1,061,980,845	votes	equivalent to	100.0000	per cent

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Agenda 8To consider other businesses (if any)

None

Please be informed accordingly.

Yours sincerely,

(Mr. Kijja Sripatthangkura)

Chief Executive Officer

Company Secretary Office

Tel. [phone]

Fax. [phone] Ext. 9510

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