Central Pattana : 2024 Annual General Meeting of the Shareholders

Notice for the 2024 Annual General Meeting

of Shareholders

Central Pattana Public Company Limited

on 25 April 2024, at 11.00 a.m.

through electronic means

(e-AGM)

Remarks:

1. Please follow the "Guidelines for Attending the Annual General Meeting of Shareholders through electronic means" in the Enclosure 1
2. The conference system shall be available on 25 April 2024 from 10.00 a.m. onward.

-Translation-

No. 51/2024/009

		21 March 2024
Subject:	Notice for the 2024 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)	2023 Annual Report (56-1 One Report) and 2023 Financial Report in QR Code
	3)	Profiles of the Nominated Persons to be appointed as Directors
	4)	Directors' Remunerations for 2024
	5)	Information of the External Auditors and Audit Fees for the year 2024
	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' Meeting
	9)	Request Form for the Hard Copy of 2023 Annual Report (56-1 One Report)
		and 2023 Financial Report
	10)	Privacy Notice

The Board of Directors has decided to hold the 2024 Annual General Meeting of Shareholders (the "Meeting") on 25 April 2024, at 11.00 a.m. through electronic means (e-AGM) in compliance with the laws and regulation on electronic meetings, to consider the following agenda items.

The shareholders were invited to propose their agenda for this Annual General Meeting in advance from 25 September 2023 to 15 January 2024. The information was announced through 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 2023

Facts and Rationales: The Company's performance outcomes of 2023 have been summarized as appeared on page 181-193 in 2023 Annual Report (56-1 One Report) (Details as shown in Enclosure 2). Any shareholders who desire to receive the hard copy of the 2023 Annual Report (56-1 One Report), please submit the Request Form (Details as shown in Enclosure 9) to the Company. The Company will deliver 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 2023.

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 2023

Facts and Rationales: To comply with the Company's Articles of Association and Section 112 of the Public Limited Companies Act, the shareholders shall approve the financial statements for the year ended 31 December 2023 audited by the auditor as appeared in the 2023 Financial Report. (Details as shown in Enclosure 2).

Opinions of the Board: The Board recommends the shareholders to consider and approve the financial statements for the year ended 31 December 2023, which the auditor had expressed an unqualified opinion and was reviewed by the Audit and Corporate Governance Committee and the Board of Directors.

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 2023 Performance Outcomes.

Facts and Rationales: The Company's Dividend Policy imposed to pay dividend not less than approximately 40% of operating net profit from consolidated financial statement unless compelling reasons 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 2023 performance outcomes at Baht 1.80 per share. The Record Date for the right to receive dividend is on 15 March 2024. The dividend will be paid on 15 May 2024. The right to receive dividend will be confirmed upon the dividend payment shall be approved by the Meeting. Details of comparing dividend payment are as follows:

	Details	2022	2023
1.	Net profit (Baht)	10,759,886,091	15,061,622,511
2.	Number of shares (shares)	4,470,846,700	4,488,000,000
3.	Dividend per share (Baht/share)	1.15	1.80
4.	Total dividend payment (Baht)	5,141,473,705	8,078,400,000
5.	Dividend payout ratio per Net profit (%)	47.78	53.64

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 who are due to retire by rotation in 2024

Facts and Rationales: To comply with the Company's Articles of Association and Section 71 of the Public Limited Companies Act, one-third of the directors must retire from the office at every Annual General Meeting of Shareholders. In 2024, There are four directors due to complete their terms, namely Mrs. Jotika Savanananda, Miss Parnsiree Amatayakul, Mr. Prin Chirathivat, and Mr. Thirayuth Chirathivat.

The Company had given the shareholders an opportunity to nominate directors in advance by distributing details via the Company's website and SET's news and information system from 25 September 2023 to 15 January 2024. No one was nominated by the shareholders to be a candidate director.

The Nomination and Remuneration Committee had undertaken the nomination criteria and process by considering in all the required aspects of directors i.e., qualifications, knowledge, competency, experience and expertise in order to maximize the benefit of the Company and the Nomination and Remuneration Committee (exclusive of those with vested interests on this matter), resolved to nominate the extension of four directors whose name specified hereunder for another term. Profiles of the nominated persons to be the directors appear in Enclosure 3.

1)	Mrs. Jotika	Savanananda	Independent Director / Chairman of the Nomination
			and Remuneration Committee / Member of the
			Audit and Corporate Governance Committee
2)	Miss Parnsiree	Amatayakul	Independent Director / Member of the Audit and
			Corporate Governance Committee / Member of
			the Nomination and Remuneration Committee
3)	Mr. Prin	Chirathivat	Director (Authorized Signatory) / Member of the
			Risk Policy Committee / Advisor to the Nomination
			and Remuneration Committee
4)	Mr. Thirayuth	Chirathivat	Director

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Opinions of the Board: The Board had considered and agreed to recommend the shareholders to appoint directors in place of those who are due to retire by rotation in 2024, namely Mrs. Jotika Savanananda, Miss Parnsiree Amatayakul, Mr. Prin Chirathivat, and Mr. Thirayuth 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 the 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 Limited Company Act, and requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. Since the 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.

In addition, the Board opined that Mrs. Jotika Savanananda and Miss Parnsiree Amatayakul are qualified for an independent director in accordance with the Company's and the Stock Exchange of Thailand's definition of independent director which is inherently greater than those required by the Office of the Securities and Exchange Commission. (Qualifications of independent directors appear on page 216-218 in 2023 Annual Report (56-1 One Report) (Details as shown in Enclosure 2). Mrs. Jotika Savanananda and Miss Parnsiree Amatayakul were filled with knowledge, abilities, experience, particularly in field of finance and accounting, pertaining to the core business of the Company and also capable of expressing opinions independently in consistence with the Company's good governance as well as vision & mission. The Board, therefore, resolved to propose the appointment of Mrs. Jotika Savanananda and Miss Parnsiree Amatayakul as the independent director for another term. By the Meeting's approval, their tenure will extend for another term and have ended in April 2027, which are 11 years and 8 months in the total for Mrs. Jotika Savanananda and 4 years 8 months in the total for Miss Parnsiree Amatayakul. The Company is in the process of nominating a new director to replace the Independent Director whose nearly 9 years of tenure.

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

Agenda Item 5: To Consider and Approve the Remuneration for the Board of Directors for 2024

Facts and Rationales: To ensure that the Board will receive an appropriate and fair remuneration, the Nomination and Remuneration Committee proposed the Board an approach for the determination of directors' remuneration which take into account their responsibilities, contribution relative to the Company's overall operational performance and any other related factors including comparisons to remuneration of other companies having the same or similar industry and business sectors as the Company. Duties and responsibilities of the Board of Directors and each of Sub Committees appear on page 214-225 in 2023 Annual Report (56-1 One Report) (Details as shown in Enclosure 2).

Opinions of the Board: The Board had 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 2024 at the amount not exceeding Baht 25,000,000 which is the same as the amount approved in 2023, and the additional other benefits, namely, the welfare rights to the hotels' accommodations and services as determined by the Company, with a value not exceeding Baht 100,000 per person per year. Thus, the structure of remuneration consists of quarterly retainer, meeting allowance, bonus, and other benefits. (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 2024

Facts and Rationales: To comply with the Company's Articles of Association and Section 120 of the Public Limited Companies Act, the shareholders shall approve an appointment of the Company's external auditors and its fees at the Annual General Meeting of shareholders. The notification of the

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Capital Market Supervisory Board, TorJor. 75/2561, imposes that an external auditor of a listed company shall be rotated every seven fiscal year regardless of consecutiveness and shall refrain from performing audit services for such listed company for five consecutive year. However, other individual external auditor in the same audit firm is able to appointed.

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 determination of the audit fee for 2024 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 Shareholders to consider and appoint KPMG Phoomchai Audit Ltd., a knowledgeable and experienced audit firm approved by SEC as well as having auditors who have good knowledge and experience in auditing. the Audit and Corporate Governance Committee and the Board, then, deemed it appropriate to propose the Shareholders to consider and approve the appointment of auditors and audit fees as follows:

1. The appointment of the auditors for the Company for the year 2024.

1)	Ms. Vannaporn	Jongperadechanon	Certified Public Accountant No. 4098
2)	Ms. Bongkot	Amsageam	Certified Public Accountant No. 3684
3)	Ms. Vilaivan	Pholprasert	Certified Public Accountant No. 8420
4)	Mrs. Sasithorn	Pongadisak	Certified Public Accountant No. 8802
5)	Ms. Natcha	Uwattanasombut	Certified Public Accountant No. 11416

Any of the above-mentioned officers from KPMG Phoomchai Audit Ltd. are the external auditor of the Company and able to express an opinion on the consolidated financial statements of the Company in the year 2024.

1. The approval of the annual audit fees of the Company at an amount not exceeding Baht 3,400,000, increasing Baht 200,000 from the previous year.
2. The acknowledgement of the annual audit fees for the 2024 of the Company's subsidiaries audited by KPMG Phoomchai Audit Ltd. in Thailand, and by other firms in overseas, the total audit fees for all subsidiaries are Baht 7,639,600. (The audit fees of subsidiaries for the year 2024 are subject to change pursuant to the actual number of subsidiaries and/or audit planning process based on changes

from the business operations during the year.)

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

Agenda Item 7: Other Businesses (if any)

All shareholders are cordially invited to attend the 2024 Annual General Meeting of Shareholders through electronics mean on the date, at the time specified above. The AGM will be only conducted by electronic means, as well as the registration and voting.

For shareholders who would like to attend the Meeting through electronic means, please thoroughly study the "Guidelines for attending the Annual General Meeting of Shareholders through electronic means (e-AGM)"of the Company as appear on Enclosure 1

In the even that any shareholder is inconvenience to attend the Meeting through electronic means, such shareholder can authorize one of the Company's Independent Directors to attend and vote on his or her behalf. To do so, please execute the Proxy form B as appear on Enclosure 6enclose with the required relevant support documents as stated in the "Guidelines for attending the Annual General Meeting of Shareholders through electronic means (e-AGM)"and submit to the Company. Profiles of Independent Directors whom serve as the Company's proxy as appear on

Enclosure 7.

In order for the 2024 Annual General Meeting of Shareholders to organize smoothly and conveniently through electronic means, the Company would like to request your cooperation in

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strictly following the measures and protocols set forth in Enclosure 1. The Company shall conduct the Meeting in accordance with the Articles of Associations, details as appear on Enclosure 8and should you have questions about the agenda items above, please send them in advance to [e-mail] specify your name, surname and contact address so that the Company may compile and clarify such relevant issues or queries at the meeting.

Sincerely,

On behalf of the Board

- Ampawee Chompoopongkasem -

(Ms. Ampawee Chompoopongkasem)

Company Secretary

The Company Secretary Office

Tel. [phone] ext. 1684-1687

Email :[e-mail]

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