VGI Public : Resolutions of the Board of Directors' Meeting No.6/2022 regarding the dividend payment, the increase of the Companys registered capital under a general mandate and the 2022 Annual General Meeting of Shareholders (Amended Version)

(English translation)

Ref. No. VGI.CSC.SET.22.15

25 May 2022

Subject: Resolutions of the Board of Directors' Meeting No.6/2022 regarding the dividend payment, the increase of the Company's registered capital under a general mandate and the 2022 Annual General Meeting of Shareholders (Amended)

To: The President

The Stock Exchange of Thailand

Enclosure: Capital Increase Form (F53-4)

VGI Public Company Limited (the "Company") held the Board of Directors' Meeting No. 6/2022 on 25 May 2022 at 2:30 p.m. in which the meeting passed resolutions on significant matters, as follows:

1. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and acknowledge the performance of the Company and its subsidiaries for the fiscal year 2021/22 ended 31 March 2022.
2. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the Company's financial statements for the fiscal year 2021/22 ended 31 March 2022.
3. Approved to propose that the 2022 Annual General Meeting of Shareholders consider the following matters in relation to the allocation of the Company's operating profits for the fiscal year year 2021/22 ended 31 March 2022 and the dividend payment:
4. 1. To acknowledge the interim dividend payment from the Company's operating profits for the first 6-month period ended 30 September 2021 which was paid on 14 March 2022 at the rate of THB 0.02 per share (2 Satang per share) in the total amount of THB172.20 million (there were shareholders holding 1,156,400 shares who were disqualified to receive dividends pursuant to the applicable laws);
   2. To acknowledge the allocation of the fund as legal reserve that the Company's legal reserve has reached the threshold required by laws;
   3. To approve the allocation of the Company's operating profits for the fiscal year 2021/22 ended 31 March 2022 to pay out dividends in the amount of not exceeding THB429.31 million, equivalent to the dividend rate of THB0.04 per share (4 Satang per share); and
   4. To consider and approve dividend payment from the Company's operating profit for the last 6-month period ended 31 March 2022 in the amount of not exceeding THB257.11 million, or equivalent to the dividend rate of THB0.02 per share (2 Satang per share) to the Company's shareholders, where the Company set a record date for determining the shareholders entitled to receive the dividends on 27 July 2022 and set the dividend payment date on 19 August 2022; the rights to receive the dividends, however, remain uncertain as it requires prior approval from the 2022 Annual General Meeting of Shareholders, and any shareholders who are disqualified to receive dividends pursuant to the applicable laws will not be entitled to receive such dividends.

1. Approved (by disinterested directors) to propose that the 2022 Annual General Meeting of Shareholders consider and re-elect the following 3 persons who are due to retire by rotation at the 2022 Annual General Meeting of Shareholders to be the directors of the Company for another term of office:

(1)	Mr. Kavin Kanjanapas	Director
(2)	Mr. Kong Chi Keung	Director
(3)	Mr. Chan Kin Tak	Director

1. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the determination of the remuneration of the Company's directors, as follows:
2. 1. Monetary remuneration (1.1) Fixed remuneration

		Remuneration rates
		Year 2022/23	Year 2021/22
Monthly remuneration		per month / person	per month / person
Chairman of the Board of		THB80,000	THB80,000
Directors
Chairman of the Audit		THB66,700	THB66,700
Committee
Vice Chairman of		THB66,700	THB66,700
the Board of Directors
Directors		THB40,000	THB40,000
Meeting allowance		per attendance / person	per attendance / person
Board of Directors		None	None
Audit Committee
Chairman of		THB20,000	THB20,000
the Audit Committee
Members of the Audit		THB20,000	THB20,000
Committee
Nomination and Remuneration Committee
Chairman of the Nomination		THB20,000	THB20,000
and Remuneration
Committee
Members of the Nomination		THB20,000	THB20,000
and Remuneration
Committee
Corporate Governance Committee
Chairman of the Corporate		THB20,000	THB20,000
Governance Committee
Members of the Corporate		THB20,000	THB20,000
Governance Committee

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		Remuneration rates
		Year 2022/23	Year 2021/22
Risk Management Committee
Chairman of the Risk		THB20,000	THB20,000
Management Committee
Members of the Risk		None	None
Management Committee
Executive Committee		None	None

(1.2) Directors' bonus of not exceeding THB2.2 million or in the amount equivalent to 0.5 of the annual cash dividend of the Company to be paid to the Company's shareholders from the Company's operating profits for the fiscal year ended 31 March 2022 (There was no directors' bonus for the previous year)

1. 1. Non-monetaryremuneration - None -
2. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the appointment of auditors from EY Office Limited as the Company's auditors for the fiscal year 2022/23 ended 31 March 2023, and any of following auditors may audit and give opinion on the Company's financial statements:
3. 1. Ms. Siraporn Ouaanunkun, Certified Public Accountant No. 3844; and/or
   2. Mrs. Chonlaros Suntiasvaraporn, Certified Public Accountant No. 4523; and/or
   3. Mr. Pornanan Kitjanawanchai, Certified Public Accountant No. 7792, and

approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the determination of the audit fee for the fiscal year 2022/23 ended 31 March 2023 in the amount of not exceeding THB3.1 million, increasing by 5.1 percent comparing with the audit fee from the previous fiscal year.

1. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the increase of the Company's registered capital under the general mandate by THB55,972,577.10 (or equivalent to 5 percent of the Company's paid-up capital as at the date on which the Board of Directors' meeting passing a resolution to approve the increase of the Company's registered capital under the general mandate), from the existing registered capital of THB1,553,616,188.20 to THB1,609,588,765.30 by issuing up to 559,725,770 ordinary shares, with a par value of THB0.10 per share, to be offered through a private placement on the purpose of the Company's business expansion, the Company's and its subsidiaries working capital and/or loan repayment;
2. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the amendment to Clause 4. of the Company's Memorandum of Association to reflect the increase of the Company's registered capital;

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1. Approved to propose that the 2022 Annual General Meeting of Shareholders consider and approve the allocation of up to 559,725,770 newly issued ordinary shares of the Company, with a par value of THB0.10 per share, to be issued and offered through a private placement under a general mandate.
   The details of the increase of the Company's registered capital and allocation of the Company's newly issued ordinary shares appear in Capital Increase Form (F 53-4) (Enclosure); and
2. Approved to convene the 2022 Annual General Meeting of Shareholders to be held on Tuesday, 19 July 2022 at 2:00 p.m. at Surasak Ballroom, 11th Floor, Eastin Grand Hotel Sathorn Bangkok, No. 33/1 South Sathorn Road, Yannawa, Sathorn, Bangkok, to consider the following meeting agenda:
   Agenda 1 Message from the Chairman to the Meeting
   Agenda 2 To consider and certify the minutes of the Extraordinary General Meeting of Shareholders No. 1/2022
   Agenda 3 To consider and acknowledge the performance of the Company and its subsidiaries for the fiscal year 2021/22 ended 31 March 2022
   Agenda 4 To consider and approve the Company's financial statements for the fiscal year 2021/22 ended 31 March 2022
   Agenda 5 To consider and approve allocation of the Company's operating profit for the fiscal year 2021/22 ended 31 March 2022 and dividend payment
   Agenda 6 To consider and approve election of directors to replace those who retire by rotation
   Agenda 7 To consider and approve determination of directors' remuneration
   Agenda 8 To consider and approve appointment of auditors and determination of auditor fee for the fiscal year 2022/23 ended 31 March 2023
   Agenda 9 To consider and approve the increase of the Company's registered capital under the general mandate by THB55,972,577.10 (or equivalent to 5 percent of the Company's paid-up capital as at the date on which the Board of Directors' meeting passing a resolution to approve the increase of the Company's registered capital under the general mandate), from the existing registered capital of THB1,553,616,188.20 to THB1,609,588,765.30 by issuing up to 559,725,770 ordinary shares, with a par value of THB0.10 per share, to be offered through a private placement.
   Agenda 10 To consider and approve the amendment to Clause 4. of the Company's Memorandum of Association to reflect the increase of the Company's registered capital
   Agenda 11 To consider and approve the allocation of the newly issued ordinary shares of the Company

Agenda 12 To consider other matters (if any)

The Company sets a record date for determining shareholders entitled to attend the 2022 Annual General Meeting of Shareholders on 9 June 2022. The Company reserves the rights to change meeting date, time, venue and/or form of the 2022 Annual General Meeting of Shareholders, including relevant details, e.g. a record date for determining shareholders entitled to attend the 2022 Annual General Meeting of Shareholders, as necessary and appropriate, to be suitable for recent situation due to the COVID-19 spread and correspond with policies set out by government agencies, taking into account overall safety of the shareholders. In the event of necessity to change any details of the 2022 Annual General Meeting of Shareholders, the Company will further notify through a disclosure channel of the Stock Exchange of Thailand and on the Company's website.

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Please be informed accordingly.

Sincerely yours,

VGI Public Company Limited

(Mr. Marut Arthakaivalvatee) (Mr. Chan Kin Tak)

Authorised Directors

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