Thai Union Public : Shareholders meeting's resolution for year 2020

Ref. 28/630916

(Translation)

Resolutions of Annual General Meeting of Shareholders

for year 2020

Thai Union Group Public Company Limited would like to report the resolutions made at an Annual General Meeting of Shareholders held on September 16, 2020. The details of the resolutions are as follows:

1. The Meeting acknowledged and certified the minutes of the Annual General Meeting of Shareholders for 2019 held on April 5, 2019 with the voting comprised as follows;

Approved	2,811,456,945	99.9990%
Disapproved	26,793	0.0010%
Abstained	400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,811,484,138	100.0000%

1. The Meeting acknowledged the Company's annual report and the operational results for year 2019.
2. The Meeting by majority of the total entitled votes present at the meeting approved the financial statements for the fiscal year ended 31 December, 2019 and the report of independent auditor with the voting comprised as follows;

Approved	2,811,069,905	99.9848%
Disapproved	428,093	0.0152%
Abstained	400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,811,498,398	100.0000%

4. The Meeting by majority of the total entitled votes present at the meeting approved the allocation of net profit for 2019's operational results. The dividend payment for the Company's operational 2019 was allocated as the interim dividend for 2 times follows;

1. The resolution of the Board of Directors' Meeting No. 4/2019 held on August 6, 2019, the Company had paid out the interim dividend payment for the first-half operational period to shareholders at Bt1,192,953,874.00 (equal Bt0.25 a share, based on 4,771,815,496 shares) on September 3, 2019.
2. The resolution of the Board of Directors' Meeting No. 3/2020 held on March 27, 2020, the Company had paid out the interim dividend payment for the second-half operational period to shareholders at Bt1,049,799,409.12 (equal Bt0.22 a share, based on 4,771,815,496 shares) on April 22, 2020.

The Company's total dividend pay-out for the year 2019 was Bt2,242,753,283.12 (equal Bt0.47 per share), or pay-out ratio of 58.77% of total net profit achieved with the voting comprised as follows;

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

Approved	2,811,470,210	99.9990%
Disapproved	27,793	0.0010%
Abstained	400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,811,498,403	100.0000%

5. The Meeting by majority of the total entitled votes present at the meeting approved the election of the

Company's directors.

5.1 Mr. Thiraphong Chansiri, executive director with the voting comprised as follows;

Approved	2,182,674,741	88.3423%
Disapproved	288,025,790	11.6577%
Abstained	0	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,470,700,531	100.0000%

5.2 Mr. Chuan Tangchansiri, executive director with the voting comprised as follows;

Approved	2,430,590,455	87.6574%
Disapproved	342,239,948	12.3426%
Abstained	0	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,772,830,403	100.0000%

5.3 Dr. Thamnoon Ananthothai, independent director with the voting comprised as follows;

Approved	2,213,034,288	78.7137%
Disapproved	598,464,115	21.2863%
Abstained	0	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,811,498,403	100.0000%

5.4 Mr. Nart Liuchareon, independent director with the voting comprised as follows;

Approved	2,577,224,902	91.6673%
Disapproved	234,273,501	8.3327%
Abstained	0	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,811,498,403	100.0000%

6. The Meeting by a vote of not less than two-third of the total entitled votes present at the meeting approved for the cash remuneration of the Board members for year 2020, which is equal to that of the previous year, health Insurance coverage up to 700,000 baht (only director who are younger than 70 years old and resident in Thailand only) , which is equal to that of the previous year, and the bonus for all directors at rate of 0.5%

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

dividend, which is equal 11.21 million baht and determined bonus for Chairman of the Board two times of the bonuses paid to the directors. Bonus for Directors will be paid on 18 September 2020. The voting comprised as follows;

Approved	1,788,168,347	96.1640%
Disapproved	71,330,286	3.8360%
Abstained	0	0.0000%
Voided ballot	Not constituted as votes	-
Total	1,859,498,633	100.0000%

7. The Meeting by majority of the total entitled votes present at the meeting approved for the appointment of the Company's independent auditors as follows; Mr. Pongthavee Ratanakoses CPA # 7795 or Mr. Chanchai Chaiprasit CPA # 3760 or Ms. Amornrat Pearmpoonvatanasuk CPA # 4599 from Price Water House Coopers ABAS Limited and in the absence of the above-named auditors, Price Water House Coopers ABAS Limited is authorised to identify one other Certified Public Accountant within Price Water House Coopers ABAS Limited to carry out the work with the auditing fee at Bt1,930,451, which is Bt56,226 more from the previous year, the quarterly review of the interim financial statements (altogether 3 quarters) at Bt1,081,068, which is Bt31,488 more from the previous year, and the special audit fee of BOI-Non BOI financial statements at Bt100,000, which is Bt10,000 more from the previous year. The voting comprised as follows;

Approved	2,799,347,652	99.5125%
Disapproved	13,703,541	0.4871%
Abstained	10,400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,813,061,593	100.0000%

8. The Meeting by a vote of not less than three-fourth of the total entitled votes present at the meeting approved the amendment to Articles 24, 25, 27 and 31 of the Company's Articles of Association in order for the Company to be able to conduct conference through electronic media and to support Company's management and current circumstances of business.

Articles 24At the meeting of the board of directors, whether attending in person or by electronic means, there shall be directors attending the meeting not less than half of the board of directors in order to constitute a quorum. In case that the chairman is absent or in unable to discharge its duties, deputy chairman shall conduct a meeting in his/her capacity as chairman. In case deputy chairman is absent or unable to execute the said duty, meeting members shall elect a director to act as chairman.

If a request is made by at least two directors for a summons of a meeting of the board of directors, the chairman of the board shall fix the date of the meeting within fourteen days as from the date of the request. In an electronic meeting, the person having the duty to organize the meeting shall;

1. make an arrangement for attendees to identify themselves to join the meeting through electronic means prior to join the meeting;
2. enable attendees to cast votes, both by open voting and secret voting;
3. enable accessibility to meeting documents for the attendees;
4. prepare written minutes of the meeting;

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)

1. arrange to make an audio record or an audiovisual record, as the case may be, of every attendee throughout the period of the meeting in the form of electronic data, except for a confidential meeting;
2. retain electronic traffic data of every attendee as evidence. In this case, the data under (5) and (6) shall be deemed part of minutes of the meeting; and
3. notify of any error during the meeting.

The electronic meeting shall be held in compliance with the standards for maintenance of security for electronic meetings and arrange for an audio record or audiovisual record, as the case maybe, of every attendee throughout the meeting, including retaining electronic traffic data incurred from such records. The meeting shall has controlling system complied with the respective laws and regulations.

Directors participating the meeting via electronic means shall be construed as quorum of the meeting and shall have the same effect as a meeting held in accordance with the procedures provided by laws and by these Articles of Association.

Final decision shall rest with majority vote.

Each director shall have one vote. Director who has directs or indirect interest of the considering matter is not allowed to exercise his voting right. In case of an equality of votes, the chairman shall have a casting vote.

Articles 25Meetings of the board of directors, whether attending in person or by electronic means, shall be summoned by chairman of the board or authorized person, which is required to notify members of board of directors in writing of the meeting no less than 7 days prior to the event. In emergency, such notification can be made in other appropriate forms and duration. If the meeting is held by electronic means, the meeting notification may be sent by an electronic mail according to procedures and requirements prescribed in the respective laws.

Approved	2,810,995,130	99.9265%
Disapproved	2,066,063	0.0735%
Abstained	400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,813,061,593	100.0000%

Articles 27The Board of Directors are authorized to execute business activities in accordance with objectives, rules, resolutions made by shareholders.

The Board of Directors may entrust or appoint any director or directors or any other person or persons to operate Company's business or any action on behalf of the Company or authorize such person or persons to perform any certain tasks with a certain period as the Board of Directors see appropriate. The Board of Director may cancel, revoke or amend such entrustment, appointment or authorization as appropriated.

Approved	2,762,316,300	98.1961%
Disapproved	50,744,893	1.8039%
Abstained	400	0.0000%
Voided ballot	Not constituted as votes	-
Total	2,813,061,593	100.0000%

บริษัท ไทยยูเนี่ยน กรุ๊ป จ ำกัด (มหำชน)