AP Thailand : 4. A copy of the AGM’s minutes 2022

- 41 -	Attachment No. 4
The Resolution of the Annual General Meeting of Shareholders 2022
AP (Thailand) PCL.
on 28th April 2022
through electronic platforms according to the Emergency Decree
on Electronic Meeting B.E. 2563 and relevant laws.
The meeting was broadcast from the auditorium meeting room, G floor,
Ocean Tower 1, No. 170/57, Ratchadapisek Road, Klongtoey Sub-District,
Klongtoey District, Bangkok 10110
------------------------------------------------

List of Directors who attended the Meeting
1.	Assoc. Prof. Dr. Naris Chaiyasoot	Chairman of the Board
2.	Mr. Anuphong	Assavabhokhin	Vice Chairman and Chief Executive Officer
3.	Mr. Pichet	Vipavasuphakorn	Director and Managing Director
4.	Mr. Phanporn	Dabbaransi	Chairman of the Audit Committee
5.	Mr. Pornwut	Sarasin	Chairman of Nomination and Remuneration Committee
			and Independent Director
6.	Mr. Kosol	Suriyaporn	Chairman of Corporate Governance and Risk Management
			Committee and Audit Committee Member
7.	Mr. Nontachit	Tulayanonda	Audit Committee Member
8.	Mr. Somyod	Suteerapornchai	Audit Committee Member
9.	Mr. Yokporn	Tantisawetrat	Independent Director
10.	Mr. Siripong	Sombutsiri	Director
11.	Ms. Kittiya	Pongpujaneegul	Director
12.	Mr. Visanu	Suchatlumpong	Director
13.	Mr. Wason	Naruenatpaisan	Director
Absent director
	none
Name of Attended Persons
1.	Ms. Kamontip	Lertwitworatep	Representative of the Company's Auditor from EY Office Limited
2.	Ms. Sirimon	Chokekanchitchai	Representative of the Company's Auditor from EY Office Limited
3.	Mr. Pramart	Kwanchuen	Corporate Secretary
4.	Mrs. Kultipa	Tinnakornsrisupap	Deputy Chief Financial Officer
5.	Mr. Arkom	Chanitwat	C.B. Law Office

And Mr. Pramart Kwanchuen, a corporate secretary acting as secretary of meeting. The Meeting commenced at 14.30 hrs.

Mr. Pramart introduced the 13 directors attending the meeting in person equivalent to 100% of the board, auditors and inspector to the meeting, includes the Inventech Systems (Thailand) Co., Ltd, which has experiences in annual general meeting service over 10 years to arrange a meeting through electronic platforms and voting process.

Assoc. Prof. Dr. Naris Chaiyasoot, Chairman of the Board of Directors, declared the meeting open and asked Mr. Anuphong Assavabhokhin, Vice Chairman and Chief Executive Officer to greet the shareholders and Mr. Pramart announced the quorum and the details of voting process to the Meeting;

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Attachment No. 4

Mr. Pramart announced that;

• 29 shareholders were present in person, representing 890,370,399 shares;
• 832 shareholders were present by proxies, representing 1,314,226,977 shares;
• Altogether accounting for 861 shareholders, representing 2,204,597,376 shares;
• Equivalent to 70.0784% of the total 3,145,899,495 paid-up shares.

Thus constituting a quorum in accordance with the Company's Articles of Association.

This year, the company offered our shareholders the right to propose agenda for AGM 2022 and candidates for nomination as directors in advance during 1st to 31st December 2021 but there were no agendas or candidates proposed.

In this regards, during April 18th to April 27th, 2022, the shareholders are invited to submit relevant questions in accordance with the meeting's agenda items in advance from through e-mail, but none of the questions were submitted.

The voting procedure was announced to the meeting that voting procedure in each agenda will accordance with the article of association and law.

• After consideration on the second agenda, the chairman of the meeting asked for the vote based on the one share one vote concept.
• To vote, select the required agenda, then the system will display the vote button as follow: Green button "Approve"; Red button "Disapprove"; Orange "Abstained"; Blue button "Cancel your last vote."
• You can change your vote until the agenda is closed for voting.
• A shareholder who cancels his lastest vote or does not choose any vote will be counted as 'agreed as chairman of the meeting's proposal to the meeting.'
• In the general agenda, the majority votes of shareholders attending the meeting is a criterion. Each shareholder has the right to vote pro rata the number of shares they hold.
• For special agenda in which the voting criteria may differ, the chairman of the meeting will inform before voting, for instance, in the agenda about a related transaction, some shareholders may not have the right to vote; in some agenda, the agree-vote must be at least three-fourth or two-third of the shareholders attending the meeting.
• In each agenda, total votes could differ due to the fact that shareholders may gradually sign in to the meeting system. Therefore, the accumulated votes announced for each agenda is an actual vote of shareholders who vote within the specified time of such agenda.
• In case a shareholder leaves during the meeting, the system will remove his vote from the agenda, which has not been considered.

Mr. Pramart was conducted in accordance with the agenda as follows:

Agenda 1To approve and adopt the minutes made at AGM 2021 held on 29th April 2021.

Mr. Pramart submitted to the Meeting for its approval and adoption of the Minutes of the previous AGM which was attached with the Notice of the AGM and mailed to the shareholders.

Mr. Pramart then asked the Shareholders if there were any question or comment.

None of the Shareholders raised any question or opinion; therefore, Mr. Pramart requested the Meeting to pass the resolution.

		- 43 -		Attachment No. 4
	Resolution	the Meeting resolved to adopt the minutes of Annual General Meeting of shareholders
		2021 held on 29th April 2021 where,
		Vote	Total	Percentage
		Approve	2,204,603,436	100.0000
		Disapprove	0	0.0000
		Abstain	295	-
		Voided Ballot	0	0.0000
		Total (867 Shareholders)	2,204,603,731	100.0000
Agenda 2	To Acknowledge the Company's 2021 Operating Results

Mrs. Kultipa, Deputy Chief Financial Officer reported the Company's operating result for the year 2021 to the shareholders as follows:

For operation result of the year 2021, after launching 19 new projects worth 22,540 million Baht, which divided into 15 low-rise projects in Bangkok and vicinity worth 12,340 million Baht, 2 projects in provincial region worth 2,300 million Baht and 2 condominium projects worth 7,900 million Baht. The Company's revenue in 2021 was 35,049 million Baht, a growth of 10.7% YoY thanks to the robust sales volume of the low-rise products which reached 32,841 million Baht, or a growth of +18.0% when compared to the previous year. Condominium projects recorded a sale volume of 2,208 million Baht.

For revenue in 2021, AP and subsidiaries recorded total revenue of 30,879 million Baht, a growth by +6.7%, with the gross profit margin 32.4%. Selling and administrative expense was 5,827 million Baht, a decline by 5.4% when compared to the previous year. Profit shares from joint ventures were 999 million Baht, with a net profit of 4,543 million Baht, or a growth by 7.5%, representing profit per share

1.44 Baht. Moreover, the Company's interest-bearing debt decreased by 20,758 million Baht to 19,306 million Baht. As a result, the net debt-to-equity ratio dropped from 0.71 time to 0.6 time, which was below the projected figure at 1.0 time.

Regarding annual plan for 2022, the Company plans to launch new 65 projects worth 78,000 million Baht, consisting of low-rise projects in Bangkok and vicinity 55 projects, another 5 projects in the provincial region and 5 condominium projects. The project launch will be during the second and third quarter of this year.

For portfolio as of 31st March 2022, the Company's unrealized gains (not include the joint venture) was at 24,559 million Baht, goods ready for sale value 44,918 million Baht and the project pending launch value 58,360 million Baht, total value is 127,837 million Baht. The joint venture's (100%) unrealized gains was 17,205 million Baht, products ready for sales value 23,312 million Baht and the project pending launch in this year values around 10,400 million Baht. Total value is 50,918 million Baht. When considering AP's 51% portfolio in the joint venture, total value is 153,805 million Baht, dividing into low-rise project 78%, AP condominium 5% and joint venture condominium 17%.

Next, Mr. Anuphong clarified the progress of joining the Thai Private Sector Collective Action against corruption as follows:

The Company fully participated in CAC project and has been certified as a member of the Thai Private Sector Collective Action Coalition Against Corruption for second time. Moreover, we have established

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Attachment No. 4

policies and measures related to anti-corruption, including arranging activities to promote the anti- corruption as a practice guideline in business operation and develop the organization toward sustainability.

Mr. Anuphong asked the Shareholders if there were any question or comment.

Question:	Mr. Sutthi Klongmongkolkij (the proxy holder) inquired 'according to the launching
	plan mentioned above, what is the forecast for feedback? Will all projects be
	launched?
	Despite of intense competition and Covid-10 situation, what contributes to positive
	growth of AP, especially the low-rise project?
Answer:	Mr. Anuphong answered 'the Company plans to launch in total 65 projects. Now we
	do not see any obstacle since we have acquired most of the land, only 5-6 plots
	are pending. If the mission is completed within April - May, we will be able to launch
	the project on time. However, we need to monitor the situation until the year end
	and consider the overall matter. I am pretty confidence that we will launch all the
	projects.
	The positive and continual growth every year is contributed by many factors. The
	most important is the continual branding for a decade. The budget for branding is
	separated from marketing which aimed for project sales. The budget assigned is
	approximately 300-500 million Baht per year. The campaign this year, you all
	probably have seen from the GDH movie cast by Yaya Urussaya, as a main
	character. The movie is a part of branding for the Company. As for the outcome,
	I would like to set a solid example. The Company received Thailand's Most Admired
	Brand for real estate category, for 3 consecutive years and remained in the Hall of
	Fame of BrandAge magazine. That's why branding is very crucial.
	Another factor is the internal management. Our internal management structure
	consists of work process and teamwork that emphasis individual identity.
	The Company pushes forward for decentralization of power, restructuring of the
	organization, implementing new KPI which has been for 4-5 years. That is the
	answer for AP positive performance every year.

None of the Shareholders raised any question or opinion; therefore, Mr. Pramart requested the Meeting to proceed to the next agenda and Mr. Phanporn Dabbaransi, Chairman of the Audit Committee will conduct the meeting.

Agenda 3To approve the audited financial statements of the Company as at 31st December 2021

Mr. Phanporn informed the Meeting that he has already declared the Company's operating result in 2021 to the Meeting and the annual reports and financial statements of the Company were already distributed to the Shareholders in advance.

Mr. Phanporn asked the shareholders if there were any question or comment.

- 45 -Attachment No. 4

None of the Shareholders raised any question or opinion; therefore, Mr. Pramart requested the Meeting to pass the resolution.

Resolution	the Meeting resolved to approve and adopt the Company's Balance Sheet, Profit
	and Loss Statement as at 31st December 2021 where,
	Vote	Total	Percentage
	Approve	2,196,009,076	99.6101
	Disapprove	8,594,360	0.3898
	Abstain	295	-
	Voided Ballot	0	0.0000
	Total (867 Shareholders)	2,204,603,731	-

Mr. Pramart requested the Meeting to proceed to the next agenda and Mr. Anuphong

Assavabhokhin, Vice Chairman will conduct the meeting.

Agenda 4To approve the annual dividend for the year 2021 and acknowledge the allocation of net profit for legal reserve.

Mr. Anuphong notified the Meeting that the Company's 2021 net profit was Baht 4.542.84 million or Baht 1.44 per share. The Company's dividend pay-out policy is not more than 50% of net profit. Therefore, the Board of Directors proposed the Shareholders to approve the dividend payment for the 2021 operating results at the rate of Baht 0.50 per share, equivalent to 34.62% of earnings per share.

The dividend payment date will be made on 26th May 2022. The record date to determine shareholders' names for the right to receive the Dividend shall be on 11th May 2022.

Whereby, shareholders paying personal income tax are entitled to a tax credit for the received dividend in accordance with Section 47 bis of the Revenue Code of Thailand. the dividend of Baht

0.40 per share, paid from the retained earnings with 23% Corporate Income Tax, can be credited at 23/77. The dividend of Baht 0.10 per share, paid from the retained earnings with 20% Corporate Income Tax, can be credited at 20/80.

Regarding the allocation for legal reserve, the Company has allocated the legal reserve at the required amount by law of 10% of the registered capital of the Company. As a result, the Company has no need for legal reserve allocation.

Mr. Anuphong asked the shareholders if there were any question or comment.

None of the Shareholders raised more question or opinion; therefore, Mr. Pramart requested the Meeting to pass the resolution.