Thai Union Public : Set up E-AGM 2022 / Dividend

(Translation)

Ref. 05/650223

Resolutions of the Board of Directors Meeting No. 1/2022

Set up AGM / Dividend

Thai Union Group Public Company Limited (TU) would like to pass the resolutions of the Board of Directors' Meeting No.1/2022 held on Wednesday, 23th February 2022 are as follows;

1. Approval of the audited financial statements for the financial year ended 31 December 2021.
2. Approval of the 2022 Annual General Meeting of Shareholders (AGM) on Monday, 4th April 2022 at 2.00 pm. by electronic meeting platform (E-AGM) which will be broadcast from Thai Union Group PCL., 35th Floor, S.M. Tower, Phaholyothin Road, Phayathai, Bangkok. Regulations for attending the shareholders' meeting by electronic meeting and the registration form will be posted through the company's website at least 30 days before the meeting.
3. Approval of the record date on which shareholders have the rights to attend the 2022 AGM and receive dividend will be on Thursday, 10th March 2022.
4. Agreed to propose in the Annual General Meeting of Shareholders Year 2022 for approval of its dividend at Bt4,422,376,061.20 (equal Bt0.95 a share), or 57.34% of net profit after interest paid on perpetual debentures. However, by the resolution of the Board of Directors' Meeting No. 3/2021 held on August 9,
   2021, the Company had paid out the interim dividend payment for the first-half operational period to shareholders at Bt2,094,809,713.20 on September 7, 2021, the dividend to be paid this time, worth totally
   Bt2,327,566,348.00 will be at Bt0.50 a share, based on the Company's registered and paid-up capital of 4,655,132,696 shares (Number of Shares after treasury stock 116,682,800 shares) for operation on 1 July
5. • 31 December 2021. The details of the payment are as follows:
   • • The Company's registrar is Thailand Securities Depository Co., Ltd.
     • Determine the record date on which shareholders have the right to receive dividend on Thursday, March 10, 2022.
     • Dividend payment of Bt0.10 per share is not subject to withholding tax, as it derived from profit under BOI privilege. Therefore, shareholder is not eligible for tax credit. Dividend payment of Bt0.40 per share is subject to 10% withholding tax, or Bt0.04 per share, as it derived from profit under non-BOI privilege. The net dividend paid will value Bt0.46 per share.
     • The dividend will be paid on Wednesday, April 20, 2022.

However, the right to receive such dividend is still uncertain. this dividend will be approved by AGM on April 4, 2022.

บริษัท ไทยยูเนี่ยน กรุ๊ป จำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 website: thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province, 74000 Thailand

Tel: 66 (0)	34816500	Fax: 66	(0) 34816499
BKK. Office: 979/12 M Floor, S.M.Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: 66	(0) 2298 0550

5. Approval of the agendas of the 2022 AGM are as follows;

Agenda 1) To consider and acknowledge the Company' annual report and the operational results for year 2021.

Agenda 2) To consider and approve the financial statements for the fiscal year ended 31st December 2021 and report of independent auditor.

Agenda 3) To consider and approve the allocation of net profit for 2021's operational results including acknowledge the interim dividend payment.

Agenda 4) To consider and approve the election of the Company's directors.

The Nomination and Remuneration Committee proposed the Annual General Meeting of Shareholders to approve the directors replacing directors who are due to retire by rotation as follows;

	Name of Director	Type of Directorship	Remarks
1. Mr. Cheng Niruttinanon	Chairman of Executive	Continue one more term
		Director
2.	Mr. Norio Saigusa	Director	Change to Mr. Shoichi Ogiwara
3.	Mr. Shue Chung Chan	Executive Director	Continue one more term
4.	Ms. Parnsiree Amatayakul	Independent Director	Continue one more term

Agenda 6) To consider and approve the remuneration of the Board members for year 2022 and the directors' bonus based on the 2021 operational results.

	Monthly	Meeting	Annual
Unit : Baht	Retainer	Allowance/time	Compensation
Board of Director;
- Chairman	80,000.00	40,000.00
- Executive Director	40,000.00	20,000.00
- Non-executive director	40,000.00	20,000.00
- Independent Director	40,000.00	20,000.00
Audit Committee; (Independent
Director)	60,000.00	-
- Chairman	30,000.00	-
- Member
Nomination and Remuneration
Committee;
- Chairman (Independent Director)	-	-	360,000.00
- Member (Independent Director)	-	-	180,000.00
Risk Management Committee;
- Chairman (Independent Director)	-	-	360,000.00
- Member (Independent Director)	-	-	180,000.00
- Member (Executive Director)	-	-	120,000.00

บริษัท ไทยยูเนี่ยน กรุ๊ป จำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 website: thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province, 74000 Thailand

Tel: 66 (0)	34816500	Fax: 66	(0) 34816499
BKK. Office: 979/12 M Floor, S.M.Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: 66	(0) 2298 0550

The Nomination and Remuneration Committee proposed the Annual General Meeting of Shareholders to approve the remuneration of the directors and sub-committees, which is increased from the previous year and bonus for directors at rate of 0.5% dividend or equal Bt22,111,880 and determined bonus for Chairman of the Board two times of the bonuses paid to the directors. Bonus for Directors will be paid on 21st April 2022.

Agenda 7) To consider and approve the appointment of the Company's auditor and fix the auditing fee

for year 2022.

The Audit Committee proposed the Annual General Meeting of Shareholders to approve the appointment of the Price Water House Coopers ABAS Limited is an independent auditor of the Company for the Year 2022 as namely;

1.	Mr. Pongthavee Ratanakoses	CPA # 7795 or
2.	Mr. Chanchai Chaiprasit	CPA # 3760 or
3.	Ms. Amornrat Pearmpoonvatanasuk	CPA # 4599
	Detail (baht)	Year 2021	Year 2022	Increase
The annual audit fee and the quarterly review	3,101,865	3,194,921	93,056
of the interim
The special audit fee of BOI-Non BOI	100,000	100,000	-
financial statements

Agenda 8) To consider and approve the offering of new ordinary shares to be issued by i-Tail Corporation PCL. to its directors, executives and/or employees.

Agenda 9) To consider and approve the plans to conduct an initial public offering of i-Tail Corporation PCL. (IPO) and to list shares of i-Tail Corporation PCL. on the Stock Exchange of Thailand.

Agenda 10) To consider other business (if any).

Please be informed accordingly and consider further dissemination to investors.

Yours sincerely,

Thai Union Group Public Company Limited

Mr. Thiraphong Chansiri

Mr. Chuan Tangchansiri

Directors

บริษัท ไทยยูเนี่ยน กรุ๊ป จำกัด (มหำชน)

THAI UNION GROUP PUBLIC COMPANY LIMITED

Tax ID & Registered no. 0107537000891 website: thaiunion.com

Head Office: 72/1 Moo 7, Sethakit 1 Road, Tarsrai Sub-District, Muang Samutsakhon District, Samutsakhon Province, 74000 Thailand

Tel: 66 (0)	34816500	Fax: 66	(0) 34816499
BKK. Office: 979/12 M Floor, S.M.Tower, Phaholyothin Road, Phayathai Sub-District, Phayathai District, Bangkok 10400 Thailand
Tel: 66 (0)	2298 0537 - 41	Fax: 66	(0) 2298 0550