Central Pattana Public : 2022 Annual General Meeting of the Shareholders

Notice for the 2022 Annual General Meeting

of the Shareholders

Central Pattana Public Company Limited

on 22 April 2022, at 2.00 p.m.

through electronic means

(e-AGM)

Remarks:

1. For shareholders who wish to attend the e-AGM, please follow the Guidelines for attending the Annual General Meeting of Shareholders through electronic means (e-AGM) (Enclosure 1).
2. The conference system shall be available on 22 April 2022 from 1.00 p.m. onward.
3. The Meeting only be conducted through electronics means. No physical meeting is provided, to prevent the spread of COVID-19.

-Translation-

No. 51/2565/012

		21 March 2022
Subject:	Notice for the 2022 Annual General Meeting of Shareholders
Attention:	Shareholders of Central Pattana Public Company Limited
Enclosures:	1)	Guidelines for attending the Annual General Meeting of Shareholders through
		electronics means (e-AGM)
	2)	2021 Annual Report (56-1 One Report) and 2021 Financial Report in QR Code
	3)	Profiles of the Nominated Persons to be appointed as Directors to replace the
		Directors who are due to retire by rotation in 2022
	4)	Directors' Remunerations for 2022
	5)	List of the proposed Auditors and Audit Fees for the year 2022
	6)	Proxy Form
	7)	Details of Independent Directors nominated by the Company to Serve as Proxies
	8)	Articles of Association of the Company in relation to the Shareholders' Meetings
	9)	Request Form for the Hard Copy of 2021 Annual Report (56-1 One Report)
		and 2021 Financial Report
	10)	Privacy Notice

Due to the ongoing situation of COVID-19 in Thailand, Central Pattana Public Company Limited ("the Company") is aware of health and safety of all related relevant involving in the arrangement of the Annual General Meeting of Shareholders. The Board of Directors has decided to hold the 2022 Annual General Meeting of Shareholders (the "Meeting") on 22 April 2022, at 2.00 p.m. through electronic means (e-AGM) in compliance with laws and regulation on electronic meetings, to consider the following agenda items.

Shareholders were invited to propose their agenda for this Annual General Meeting in advance from 27 September 2021 to 15 January 2022. The information was announced via the Company's website and the Stock Exchange of Thailand (SET)'s news and information system. However, there was no agenda proposed by shareholders.

Agenda Item 1: To Acknowledge the Company's Performance Outcomes of 2021.

Facts and Rationales: The Company's performance outcomes of 2021 have been summarized as appeared on page 169-190 in 2021 Annual Report (56-1 One Report) (Details as shown in Enclosure 2). Any shareholders who would like to receive the hard copy of the 2021 Annual Report (56-1 One Report), please submit the Request form (Details as shown in Enclosure 9) to the Company. The Company will provide the hard copy to shareholder accordingly.

Opinions of the Board: The Board recommends the shareholders to consider and acknowledge the Company's performance outcomes of 2021.

Voting Required to Pass the Resolution: This agenda is for acknowledgement.

Agenda Item 2: To Consider and Approve the Audited Financial Statements for the Year Ended 31 December 2021.

Facts and Rationales: To comply with the Company's Articles of Association and Section 112 of the Public Limited Companies Act, shareholders shall approve the financial statements for the year ended 31 December 2021 audited by the auditor as appeared in the 2021 Financial Report. (Details as shown in Enclosure 2).

Opinions of the Board: The Board recommends the shareholders to consider and approve the audited financial statements for the year ended 31 December 2021, which have already been reviewed by the Audit and Corporate Governance Committee and the Board of Directors and have been audited by the auditor who expressed an unqualified opinion on the aforementioned financial statements.

Voting Required to Pass the Resolution: Majority vote of the shareholders who attend the Meeting and cast their votes.

Agenda Item 3: To Consider and Approve the Dividend Payment against the 2021 Performance Outcomes.

Facts and Rationales: The Company's dividend policy is to pay not less than approximately 40% of operating net profit from consolidated financial statement, except when there is a compelling reason not to. The dividend payment will not exceed the retained earnings in separate financial statement.

Opinions of the Board: The Board had considered and agreed to recommend the shareholders to consider and approve the dividend payment against the 2021 performance outcomes at Baht 0.60 per share. The Record Date for the right to receive dividend would fall on 7 March 2022. The dividend would be paid on 17 May 2022. However, the right to receive dividend is not confirmed until approved by the 2022 AGM. Details of dividend payment are as follows:

	Details	2020	2021
1.	Net profit (Baht)	9,557,096,859*	7,148,184,463*
	Net profit excludedthe Non-recuring Items (Baht)	7,253,096,859	4,713,184,463
2.	Number of shares (shares)	4,470,846,700	4,470,846,700
3.	Dividend per share (Baht/share)	0.70	0.60
4.	Total dividend payment (Baht)	3,129,592,690	2,682,508,020
5.	Dividend payout ratio per Net profit (%)	32.75*	37.53*
	Dividend payout ratio per Net profit excludedthe	43.15	56.91
	Non-recuring Items (%)

Remark * Net profit for the year 2020 and 2021 were impacted from COVID-19 situation, as a result, the dividend payout ratio did not conform to the Company's dividend policy. However, considering the Net profit excludedthe Non-recuring Items, the dividend payout ratio are 43.15 and 56.91 respectively. The Non-recuring Items was mainly the recognized of revenue from financial lease which the Company is not yet receive the cash flow, aligned with the conditions stated in the agreements.

Voting Required to Pass the Resolution: Majority vote of the shareholders who attend the Meeting and cast their votes.

Agenda Item 4: To Consider and Approve the Appointment of Directors in Place of Those who are due to retire by rotation in 2022.

Facts and Rationales: To comply with the Company's Articles of Association and Section 71 of the Public Limited Companies Act, stipulating that at every Annual General Meeting of Shareholders, one- third of the directors must retire from office. In 2022 four directors are due to complete their terms, namely Mr. Veravat Chutichetpong, Mr. Kobchai Chirathivat, Mr. Preecha Ekkunagul and Ms. Wallaya Chirathivat.

The Company had given the shareholders an opportunity to nominate directors in advance by distributing details via its website and SET's news and information system from 2 7 September 2021 to 15 January 2022. No name was put forward as a result; however, none of the shareholders has nominated candidates to be the Directors.

The Nomination and Remuneration Committee had undertaken the nomination criteria and process by considering required aspects of directors such as qualifications, knowledge, competency, experience and expertise for maximum benefit of the Company. The Nomination and Remuneration Committee (exclusive of those with vested interests on this matter), thus, had nominated the extension

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of four directors for another term. Profiles of the nominated persons to be the directors appears in Enclosure 3. Nominated directors are as follows:

1)	Mr. Veravat Chutichetpong	Independent Director /
		Member of the Risk Policy Committee
2)	Mr. Kobchai Chirathivat	Director / Member of the Nomination and
		Remuneration Committee
3)	Mr. Preecha Ekkunagul	Director / Member of the Risk Policy Committee
4)	Ms. Wallaya Chirathivat	Executive Director /
		Member of the Risk Policy Committee

Opinions of the Board: The Board had considered and agreed to recommend the shareholders to appoint directors in place of those due who are due to retire by rotation in 2022, namely Mr. Veravat Chutichetpong, Mr. Kobchai Chirathivat, Mr. Preecha Ekkunagul and Ms. Wallaya Chirathivat to be directors of the Company and directors of sub-committee for another term, according to the proposal made by the Nomination and Remuneration Committee (exclusive of those with vested interests on this matter).

All nominated directors are qualified through the Board's thorough screening process and prudent consideration which confirmed that their qualifications are appropriated to the Company's business and duly qualified under the Articles of Association of the Company, the Public Company Limited Act, and requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. Since all nominated directors are variously knowledgeable, experienced in fields relevant to the conduct of business, perform their duty with honesty according to corporate governance, can devote their time and expertise for maximum benefit of the Company as well as all shareholders and stakeholders, they should be nominated as directors.

The Company has stated in the Corporate Governance Policy that an independent director may hold the post for no more than two consecutive terms, extendable for another term, totaling up to nine years, to maintain the independence of opinions and performance of duties as the Company's independent director. The board could extend independent directors' terms as seen fit.

Despite that Mr. Veravat Chutichetpong having been an independent director for more than two consecutive terms (as of 30 April 2022, he is the independent director of the Company for 6 years and a month) but the Company has the necessity to nominate Mr. Veravat Chutichetpong as the independent director, having the qualifications which meet all requirements of the Company's independent director definition in compliance with the Stock Exchange of Thailand, which is much stricter than those required by the Office of the Securities and Exchange Commission. (Qualifications of independent directors appear on page 214-215 in 2021 Annual Report (56-1 One Report) (Details as shown in Enclosure 2). Furthermore, he was filled with knowledge, abilities, and experience on core business of the Company, had a visionary in compliance with the Company's vision &mission, had a specialty in Economics. He also performed his duty with Loyalty, able to express his independently opinion and recommendations which were beneficial to the good governance of the Company. The Board, thus, resolved to propose Mr. Veravat Chutichetpong for election as director for another term. If the shareholders resolve to re-elect him, he shall extend his tenure for another term to 9 years and a month.

Voting Required to Pass the Resolution: Majority vote of the shareholders who attend the Meeting and cast their votes. Each director was proposed to appoint individually.

Agenda Item 5: To Consider and Approve the Remuneration for the Board of Directors for 2022.

Facts and Rationales: To ensure that the Board receives appropriate and fair remuneration, the Nomination and Remuneration Committee had nominated to the Board an approach for the determination of directors' remuneration, taking into account their responsibilities, performance relative to the Company's overall operational performance and other related factors in line to current situations, inclusive of comparisons to remuneration of other companies within the same or similar industry and business sectors as the Company. Duties and Responsibilities of the Board of Directors and Sub

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Committees appear on page 210-219 in 2021 Annual Report (56-1 One Report) (Details as shown in Enclosure 2).

Opinions of the Board: The Board considered and agreed with the proposal made by the Nomination and Remuneration Committee to recommend the shareholders to approve the remuneration for the Board of Directors for 2022 with a ceiling of Baht 25,000,000, an increasing of Baht 7,000,000 from the previous year, to let the Company has a remuneration structure concordant with the Duties and Responsibilities of the Board and comparable to the other similarity company. The remunerations consisting of quarterly retainer, meeting allowance and Bonus. (Details as shown in Enclosure 4).

Voting required to pass the resolution: Not less than two-thirds of the shareholders who attend the Meeting.

Agenda Item 6: To Consider and Approve the Appointment of the External Auditor and Determination of the Audit Fee for 2022.

Facts and Rationales: To comply with the Company's Articles of Association and Section 120 of the Public Limited Companies Act, stipulating that the appointment of the Company's external auditors and the audit fees shall be approved at the Annual General Meeting of shareholders. In addition, a notification from the Capital Market Supervisory Board, TorJor. 75/2561 imposes limits on an appointment of individual external auditors (but not the audit firm) at listed companies to no more than seven fiscal years, therefore, other individual external auditors from the same audit firm shall be appointed. However, the auditor shall be re-appointed after five fiscal years interval break.

The Audit and Corporate Governance Committee had considered the auditor's qualifications, independency, and past performance in comparison with the total number of service years as the Company's auditor as well as the audit fee. The Audit and Corporate Governance Committee deemed it appropriate and, thus, had agreed to propose the appointment of the external auditor of the Company and its subsidiaries and determination of the audit fee for 2022 to the Board for consideration (Details as appear on Enclosure 5).

Opinions of the Board: The Board had considered and agreed with the proposal made by the Audit and Corporate Governance Committee to recommend the Annual General Meeting to consider and appoint KPMG Phoomchai Audit Ltd. as the external auditor of the Company. As the Audit and Corporate Governance Committee had scrutinized appropriately and seen that KPMG Phoomchai Audit Ltd. is the SEC-endorsed company, knowledgeable and experienced in auditing. The Audit and Corporate Governance Committee and the Board therefore recommends the shareholders to appoint 1 ) Ms. Vannaporn Jongperadechanon, 2 ) Ms. Bongkot Amsageam, 3 ) Ms. Vilaivan Pholprasert, 4) Mrs. Sasithorn Pongadisak, 5) Ms. Natcha Uwattanasombut, that any of the aforementioned officers from KPMG Phoomchai Audit Ltd. ("Primary external auditor") to serve as the external auditor of the Company and its subsidiaries and express opinion on the consolidated financial statements for 2022, and to approve the audit fee for 2022 with a ceiling of Baht 8,790,000, an increasing of Baht 200,000 from the previous year and approximately Baht 516,000 for auditing its overseas subsidiaries. The shareholders should also delegate approval authority to the Management to appoint the external auditor and determine incidental review fees of subsidiaries, associates, joint ventures, and others incurred in 2022.

Auditors of the Company's subsidiaries that are established and registered in foreign countries can either be the primary external auditor or other auditors. ("Secondary External Auditor"), in the case that the external auditor of the subsidiary is not affiliated with the primary external auditor firm, the Board will ensure that the financial statements can be prepared in a timely manner.

Voting Required to Pass the Resolution: Majority vote of the shareholders who attend the Meeting and cast their votes.

Agenda Item 7: To Consider and Approve the increase in the total size of the issuance bill of exchange and/or short-term debenture from the previous amount not exceeding Baht 15,000 million to be not exceeding Baht 30,000 million.

Facts and rationales: Reference is made to the 2020 Annual General Shareholders Meeting, the Meeting had approved to issue bill of exchange and/or short-term debenture in the amount not exceeding Baht 15,000 million. To increase option and flexibility in its working capital, presently, in order to raise fund to support the Company's new investment and future business expansion, the Board recommended the

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