Padaeng Industry : Invitation to the 2023 Annual General Meeting of Shareholders

Ref BEYOND/BKK-BS-020/2566

March 20, 2023

Subject: Invitation to 2023 Annual General Meeting of Shareholders via Electronic Devices

To: Shareholders

Attachment: 1. Annual Report and Sustainability Report for the Year 2022 (QR Code format)

1. Profiles and experience of the auditors
2. Profiles of the nominated candidatesfor the appointment of directors to replace the directors retiring by rotation and Definition of independent director
3. Profiles of the Independent Directors to act as Proxy for Shareholders
4. The Company's Articles of Association in relation to the General Meeting of Shareholders
5. Registration Form for attending the AGM via Electronic Devices (E-AGM)
6. Guidelines for attending the AGM via Electronic Devices (E-AGM) and the Appointment of Proxies, Procedure for Attending E-AGM, and Vote Counting
7. Proxy Form A, Form B, and Form C
8. Privacy Notice pursuant to Personal Data Protection Act, B.E. 2562 (2019)

The Meeting of the Board of Directors of Bound and Beyond Public Company Limited (the "Company") passed a resolution to approve the 2023 Annual General Meeting of Shareholders to be convened on Tuesday, April 25, 2023, at 14.00 hrs. only via electronic devices (E-AGM) in accordance with the Emergency Decree on Electronic Meeting, B.E. 2563 (2020) and the Notification of Ministry of Digital Economy and Society Re: Standards for Maintaining Security of Meetings via Electronic Means B.E. 2563 (2020) including applicable laws and regulations prescribed by relevant Regulatory agencies of Thai listed companies

The Company has announced the schedule and agendas of the 2023 E-AGM on the Company's websites (www.boundandbeyond.co.th) and the Stock Exchange of Thailand (www.set.or.th) since February 23, 2023, onwards to consider the following 10 agendas.

Agenda 1 Matters informed by the Chairman.

This provides an opportunity for the Chairman to independently communicate with the shareholders on issues of major importance which the shareholders should be informed.

Vote required: No vote casting is required because this agenda is for acknowledgment.

Agenda 2 To consider and acknowledge the Company's performance report for the year 2022

Objective and Rationale

Article 34(1) of the Company's Articles of Association states that "the Annual General Meeting of Shareholders shall acknowledge the report of the Board of Directors covering the Company's businesses during the preceding year".

Furthermore, pursuant to Section 113 of the Public Limited Companies Act B.E.2535, also defined that the Board of Directors shall deliver the Annual Report of the Board of Directors to the shareholders along with written notices calling for an annual general meeting. At present, the Annual Report of the Board of Directors for the year 2021, which contains correct and complete details as prescribed by the Public Limited Companies Act B.E.2535 and the regulations of the Securities and Exchange Commission has been already prepared by the Company; as a consequence, the Company desires

to present the Annual Report of the Board of Directors for the year 2022 to the shareholders for acknowledgment.

The details as appeared in the Annual Report for the Year 2022 ("Form 56-1One Report") which is distributed to the shareholders together with this Invitation Letter (QR Code) Attachment No.1.

Opinion of the Board of Directors

The Board of Directors considered and deemed it appropriate to report the Company's performance in the year 2022 to the meeting of shareholders for acknowledgment.

Indeed, the Company has already posted its 2022 Annual Report on the Company's website (www.boundandbeyond.co.th) in the Investor Relations Menu in advance prior to the date of the Annual General Meeting of Shareholdersfor the shareholders and relevant persons' acknowledgment.

Vote required: No vote casting is required because this agenda is for acknowledgment.

Agenda 3 To consider and approve the financial statement for the fiscal year ended December 31, 2022

Objective and Rationale

According to Section 112 of the Public Limited Companies Act B.E. 2535 Article 34(2) of the Company's Articles of Association, the Company is required to prepare the statement of financial position and the statement of profit and loss of the Company for the fiscal year ended December 31, 2022, to propose to the Annual General Meeting of Shareholders for consideration and approval.

The Company has prepared consolidated financial statements for the fiscal year ended December 31, 2022, which have been reviewed by the Audit Committee and audited by the Company's Certified Public Accountant.

The details are shown in the Annual Report and Sustainability Report for the Year 2022 (QR Code) Attachment No. 1. The summary of the significant figures are as follows:

	Details			Consolidated Financial Statements
			2022			2021
	Total Asset (Million Baht)	13,345.63		14,105.64
	Total Liabilities (Million Baht)	7,242.93		7,693.16
	Total Shareholders' Equity (Million Baht)	6,102.70		6,412.48
	Total Revenue generated by sales, services,
	and ongoing operation (Million Baht)	2,148.31		221.68
	Net profit for the year attributable
	- Owned by the Company (Million Baht)	314.95		877.73
	Basic Earnings Per Share (Baht / Share)	1.18		3.51

Opinion of the Audit Committee

The financial statement for the year 2022 has been executed in accordance with the Financial Reporting Standard, so the Audit Committee agreed to propose it to the Meeting of Shareholders to approve it.

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Opinion of the Board of Directors

The Board of Directors deemed appropriate to propose the meeting to consider and approve the Statement of Financial Position and Statement of Profit and Loss of the Company for the fiscal year ended December 31, 2022, which were reviewed by the Audit Committee, audited by the authorized auditor of the Company, and agreed by the Board of Directors. The Board of Directors and the Audit Committee have provided their opinions in the "Report on the Board of Directors' Responsibility for the Financial Report" and the "Audit Committee's Report", as appeared in the Annual Report for the Year 2022 (QR Code) (Attachment No.1).

The financialstatements for the fiscal year ended December 31, 2022, has beenpublicizedto the public via the website of the Stock Exchange of Thailand (www.set.or.th) and the Company's website (www.boundandbeyond.co.th) in the Investor Relations Menu since February 23, 2023.

Vote required: Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 4 To consider and acknowledge the omission of the allocation of 2022 net profit as a reserved fund and approve the omission of 2022 annual dividend payment

Objective and Rationale

According to Section 116 of the Public Limited Companies Act B.E. 2535 Article 29 of the Company's Articles of Association, it specifies that the Company must allocate part of the annual net profit as a reserved fund in an amount not less than five percent of the annual net profit less the sum of accumulated loss brought forward (if any) until the reserve fund amounts to be not less than ten percent of the registered capital. Presently, the Company's registered capital is 6,026,599,840 Baht and the current legal reserve is 252,242,297 Baht according to the Company's separate financial statement.

Furthermore, the Company's Dividend Payment Policy stipulates that the Company shall generally pay dividends up to 50% of the net profit after deduction of corporate income taxes. An exemption can be allowed if the Board of Directors deems that preserving a portion of the net profit to cover future cash needs is appropriate. According to Section 115 and Section 116 of the Public Company Limited Act and Article 40 of the Company's Articles of Association, it is stipulated that dividends shall not be paid other than out of profits, and the Company shall allocate of its annual net profit to a reserve fund at the rate prescribed by applicable law.

Accordingto the separatefinancialstatements for the year ended December 31, 2022, the Company recorded a net loss of Baht 25,483,454.

Opinion of the Board of Directors

The Board of Directors has considered and agreed to propose to the Annual General Meeting of Shareholders for the year 2022 to acknowledge the omission of legal reserves because the Company did not turn a profit in 2022.

Having considering the separate financial statements, the Company's net loss for 2022 amounted to Baht 25,483,454, therefore, the Board of Directors considered and agreed to propose to the shareholders' meeting to acknowledge the omission of legal reserves because the Company has no profit for the 2022 operation.

Additionally, because the Company has net loss for the year 20222 of 25,483,454 Baht, the Board of Directors deemed it appropriate to refrain from paying the dividend for the year 2022 due to the Company having no profit for the turnover, which is in accordance with the law, regulations, and the Company's Dividend Payment Policy.

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Therefore, the Board of Directors has considered and agreed to propose to the shareholders' meeting to acknowledge the omission of legal reserves and approve the omission of 2022 dividend payment.

	Details of Payment /			2022			2021
	Omitted Payment of Dividend
1.	Net Profit (loss) for the year		(25,483,454) Baht		524,845,927 Baht
2. Total Number of Paid-Up shares		288,868,571 shares		288,868,571 shares
3.	Dividend Payment per share		omitted dividend		omitted dividend
				payment		payment
4.	Total Dividend Payment		omitted dividend		omitted dividend
				payment		payment
5.	Proportion of Dividend from Net Profit (%)	-		-

* From Separate Financial Statement

Voterequired: Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 5 To consider and approve the appointment of auditors and to determine the audit fee for the year 2023

Objective and Rationale

In accordance with Article 34(5) of the Company's Articles of Association and Section 120 of the Public Limited Companies Act, B.E. 2535 stipulated that "the Annual General Meeting shall appoint an auditor and determine the audit fees for the Company every year. In appointing an auditor, the former auditor can be re-appointed."

Opinion of Audit Committee

The Audit Committee opined that the auditors from EY Office Company Limited, which is a certified audit firm by the Securities and Exchange Commission, performed their all contractually assigned duties completely and satisfactorily, and they were also independent and had no relationship or conflict of interest with the Company, its subsidiaries, affiliates, management, major shareholders, or related persons of the said persons, indicating that they are independent to audit and express their opinions on the Company's financial statements. As a result, the Audit Committee agreed to propose the nomination of 3 former auditors, from EY Office Company Limited for appointment as the Company's auditors for the year 2022. The details of the proposed auditors are as follows;

1. Ms. Manee Rattanabunnakit, Certified Public Accountant number 5313, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the

Company since 2021 and signed on the Company's Financial Statement since 2021 for 2 year; and/or

1. Mrs. Poonnard Paocharoen, Certified Public Accountant number 5238, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the Company since 2021, but she has never signed on the Company's financial statement; and/or
2. Ms.Sineenart Jirachaikhuankhan,CertifiedPublicAccountantnumber 6287, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes, as an auditor of the Company since 2021, but she has never signed on the Company's financial statement.

Profiles and experience of the 3 auditors appear in Attachment No. 2.

In case those four auditors are not able to perform their work, EY Office Company Limited would appoint its proper, qualified, and certified auditor to perform the audit and express an opinion on the Company's financial statements in their place.

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Qualifications and abilities of the auditor are considered from educational background, quality and efficiency of auditor's works, knowledge, proficiency, experience, support teams, the output of performance auditing, and independency of auditor - and the auditor has no direct or indirect benefit from, or interest in, audit duties.

In the year 2023, the determined audit fee including the quarterly review fee will be fixed at the total amount of 750,000 Baht, which is higher than the audit fee fixed in 2022. This rate is acceptable because it is in a similar range of audit fees charged by other audit firms.

Information on the auditor's remuneration compared to the previous year

										(Unit: Baht)
	The Remuneration of			2023			2022			Increased
	the Auditor			(Proposed Year)					Amount
	Audit Fee	750,000		700,000		7.14%
	Non-Audit Fee		None		None	-

In addition, EY Office Company Limited is the auditor of the Company and its 4 subsidiaries. Several subsidiaries will use auditing services from auditors other than EY Office Company Limited if there are no complicated transactions in the preparation of the consolidated financial statements. On the other hand, the selection of auditors for each subsidiary is mostly based on service quality and audit fees. The Board of Directors will monitor and govern that the auditor will conduct and prepare the Company's financial statement according to the schedule.

Opinion of the Board of Directors

The Board of Directors considered and deemed it appropriateto propose the Meeting of Shareholders to appoint the auditors from EY Office Company Limited to act as the Company's auditors for the year

2023, details as follows:

1.	Ms. Manee Rattanabunnakit	Certified Public Accountant number 5313 and/or
2.	Mrs. Poonnard Paocharoen	Certified Public Accountant number 5238 and/or
3.	Ms. Sineenart Jirachaikhuankhan,	Certified Public Accountant number 6287.

and approve the determination of the 2023 audit fee in the amount of 750,000 Baht. The Board of Directors will monitor and govern that the auditor will conduct and prepare the Company's financial statement according to the schedule.

In the event those auditors are unable to perform their duties, EY Office Company Limited is authorized to assign another of its auditors to perform the audit and express an opinion on the company's financial statements in their place.

Vote required: Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 6 To consider and approve the appointment of directors to replace the directors retiring by rotation.

Objective and Rationale

According to Section 71 of the Public Company Limited Act B.E. 2535 and Article 21 and 34(4) of the Company's Articles of Association stipulated that at every Annual General Meeting of Shareholders, one-third of the directors shall retire whether holding office in that term from the beginning or holding office for that term on behalf of another person, must vacate office. The director who retired by rotation may be re-elected.

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