Letter No. : TRC004-2025 Subject : Notification the Board of director's Resolutions regarding Appointment of a New Director, Dividend payment, and schedule of the 2025 Annual General Meeting of Shareholders To : To: President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2025 Shareholder's meeting date : 30-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 14-Mar-2025 meeting Ex-meeting date : 13-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : Electronic means (E-AGM) Agenda Item : 1 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2024 Type : To Consider and approve Board's Resolution : Board of Directors of the Company considered and found that the minutes of the meeting were recorded correctly and completely. Therefore, it is appropriate to propose that the Annual General Meeting of Shareholders for 2025 consider and approve the minutes of the meeting. Agenda Item : 2 Agenda Detail : To adopt the reports of board of directors and operating results for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : Board of Directors of the Company see as appropriate to propose the shareholders' meeting to acknowledge the 2024 Company's operating results. Agenda Item : 3 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution : The Board of Directors having considered and concurred with the recommendation of the audit committee, deemed it appropriate to propose the statements of profit and loss and other comprehensive income for the year ended 31 December 2024 which have been audited and certified by the auditors and duly considered by the audit committee and the board of directors, for the shareholders' meeting's consideration and approval. Agenda Item : 4 Agenda Detail : To consider and approve the allocation of the net profit as a legal reserve and dividend payment Type : To Consider and approve Board's Resolution : Resolved to propose to the Company's Shareholders' Meeting the consideration and approval of the dividend payment for the operating results from January 1, 2024, to December 31, 2024, to the Company's shareholders at a rate of Baht 0.33 per share, for a total amount of 100,000,000 Baht, or 82.94% of the net income for the year as per the consolidated financial statements, in accordance with the Company's dividend policy. Furthermore, it is proposed to consider and approve the allocation of the Company's net profits as a legal reserve in the amount of 9,503,477 Baht, which is equivalent to 5 percent of the net profit based on the separate financial statements. The record date for the right to receive the dividend will be May 9, 2025, and the dividend payment date will be May 23, 2025, subject to the approval of shareholders at the 2025 Annual General Meeting of Shareholders. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : Mr. Akarin Phureesitr has informed the meeting of his decision not to extend his tenure as an independent director and a member of the subcommittees before the completion of his term. Consequently, the Board of Directors resolved to appoint Mr. Nitiphan Phanwiroj as an independent director and a member of the subcommittees, with effect from February 28, 2025. The new director will serve a term equal to the remaining term of Mr. Akarin. The Board of Directors (excluding the director with related interests), having considered and concurred with the recommendation of the Nomination and Remuneration Committee (excluding directors with conflicts of interest), has determined that all three retiring directors meet the qualifications required under the Company's Articles of Association, regulations of the relevant authorities, and applicable laws. They do not possess any prohibited characteristics that would disqualify them from holding office as directors. Moreover, they possess the knowledge, professional skills, competencies, and experience necessary for the Company's operations. Furthermore, the independent directors due for retirement by rotation at this time are fully qualified according to applicable laws on independent directors. Therefore, it was deemed appropriate to propose these candidates for the shareholders' meeting's consideration and election for another term, as well as their reappointment to the subcommittees. Agenda Item : 6 Agenda Detail (Update) : To consider and approve the directors' remuneration for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution (Update) : The Board of Directors has considered the appropriateness and concurs with the proposal of the Nomination and Remuneration Committee to propose to the 2025 Annual General Meeting of Shareholders, the proposed remuneration for the Board of directors and various sub-committees has been considering the Company's performance, the scope of duties and responsibilities of the Board of Directors and the sub-committees, and a comparison with other listed companies on the Stock Exchange of Thailand within the same industry and similar size. The Board agrees to propose the remuneration for the directors and sub-committees for the year 2025, including meeting fees and directors' bonuses not exceeding THB 3.5 million. Additionally, it is proposed to increase the remuneration in the form of bonuses in the aggregated amount of not exceeding THB 650,000, which will be calculated as 0.65% of the dividends paid to shareholders in 2025. the Board of Directors or the Nomination and Remuneration Committee shall allocate accordingly. The shareholders was requested to grant the authority to the Board of Directors to adjust the Directors 'Remuneration if the Board of Directors deem necessary to further adjust in the future, provided that the total directors' remuneration shall not exceed the approved of THB 3.5 million. payments of remunerations of directors shall be made in accordance with the following principle from the day the resolution is passed by a vote of the Shareholders onwards and until the Shareholders' meeting determines otherwise. Agenda Item : 7 Agenda Detail (Update) : To consider and approve the appointment of auditor and fix his/her remuneration for the year ended 31 December 2024 Type : To Consider and approve Board's Resolution (Update) : The Board of Directors has approved the proposal of the Audit Committee to select EY Office Company Limited as the Company's auditor and resolved to propose to the 2025 Annual General Meeting of Shareholders to consider and approve the appointment of an auditor and the auditor's fee as follows: 1, Appointment of the Company's auditor for the year 2025: Mrs. Kunlapee Piyawannasuth, CPA, Registration No. 6137 Or Mrs. Poonnard Paocharoen, CPA, Registration No. 5238 Or Mrs. Wilai Sunthornwanee, CPA, Registration No. 7356 Each of these auditors is qualified in accordance with the SEC regulations. One of the above auditors will be appointed to conduct the audit and express an opinion on the Company's financial statements. In the event that any of the appointed auditors is unable to perform their duties, EY is required to assign another authorized auditor to take their place, subject to approval by the Board of Directors. The Company's audit fee is currently under consideration and will be notified again. 2.The approval of the annual audit fees of the Company and its subsidiaries at an amount not exceeding Baht 5,700,000 increasing Baht 710,000 from the previous year. the annual audit fees for the 2025 of the Company's subsidiaries audited by EY Office Company Limited in Thailand, and by other firms in overseas. (The audit fees of subsidiaries for the year 2025 are subject to change pursuant to the audit planning process based on changes from the business operations during the year. Agenda Item : 8 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 28-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 09-May-2025 dividends Ex-dividend date : 08-May-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.33 Par value (baht) : 1.00 Payment date : 23-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WUTT SRIKHAM Position in company (1) : DIRECTOR Effective Date (1) : 16-Aug-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. NATHASORN BOONTANORM Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 26-Feb-2020 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 26-Feb-2020 ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. AKARIN PHUREESITR Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 26-Feb-2020 Expire Date (1) : 28-Feb-2025 Terminate Reason : Resigned from position /the company due to Do not wish to continue his tenure More detail : Mr. Akarin Phureesitr has informed the meeting of his decision not to extend his tenure as an independent director and a member of the subcommittees before the completion of his term. Consequently, the Board of Directors resolved to appoint Mr. Nitiphan Phanwiroj as an independent director and a member of the subcommittees, with effect from February 28, 2025 and the new director will serve a term equal to the remaining term of Mr. Akarin. ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mrs. WILAI SUNTHORNWANEE CPA License No. : 7356 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MRS. POONNARD PAOCHAROEN CPA License No. : 5238 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MRS. KUNLAPEE PIYAWANNASUTH CPA License No. : 6137 Accounting and Audit firm : EY OFFICE LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Tanapong Chirapanidchakul ) Chief Executive Officer Authorized person to disclose information ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.