Dusit Thani : Notice of the Annual General Meeting of Shareholders No. 30/2022

Dusit Thani Public Company Limited

Notice of the Annual General Meeting of

Shareholders No. 30/2023

On Friday, April 28, 2023 at 10.00 hrs.

via Electronic Media (E-Meeting) only

(Registration starts at 8.00 hrs.)

Dusit Thani Public Company Limited kindly requests for shareholders' and/or proxies' cooperation to study the details about procedures for registration of E- Meeting, and prepare identification documents, as well as study the procedures for voting and attending the E-Meeting or appointing an independent director of the Company to act as your proxy to vote on your behalf.

Unofficial Translation

Shareholders or proxies can access the E-Request at:https://app.inventech.co.th/DUSIT122545R/#/homepage

or scan QR Code

INDEX

Attachments:	Pages
Flowchart for E-Meeting Registration and Attendance	3
Notice of the Annual General Meeting of Shareholders No. 30/2023	4
No. 1	2022 Annual Report (Form 56-1 One Report) in the form of QR Code as appeared on the Notification of Meeting	11
No. 2	Summary of Financial Statements for the year ended December 31, 2022	12
No. 3	Information of 2022 dividend payment compared to that of 2021	13
No. 4	Profiles of the persons nominated as directors to replace those retiring by rotation	14
No. 5	Information of the Board of Directors' remuneration for the year 2023	23
No. 6	Profiles of the proposed Auditors for the year 2023	25
No. 7	Details of amendment to the Company's Articles of Association	26
No. 8	Company's Articles of Association relating to the Shareholders' Meeting	34
No. 9	Documents Required to Attend the Meeting, Appointment of Proxy, Submission of Meeting Attendance Request Form (E-Request) and Voting, Counting, and Announcement of the Vote for Meeting via Electronic Media (E-Meeting)	36
No. 10	Procedures for Submitting Meeting Attendance Request Form (E-Request) and Using Electronic Meeting Systems (E-Meeting)	41
No. 11	Profiles of Independent Directors proposed for appointment as Proxy by the Shareholders	44
No. 12	QR Code downloading procedures for the 2022 Annual Report (Form 56-1 One Report)	45
No. 13	Privacy Notice for the 2023 Shareholders' Meeting	46
No. 14	Question Form for the Annual General Meeting of Shareholders No. 30/2023	48
No. 15	2022 Annual Report (Form 56-1 One Report) Requisition Form	49
No. 16	Proxy Form A and Form B as specified by Department of Business Development, Ministry of Commerce, and can also be downloaded fromwww.dusit-international.com	50

- TRANSLATION -

Guidelines for attending of Electronic Meeting

- TRANSLATION -
March 28, 2023
Subject :	Notice of the Annual General Meeting of Shareholders No. 30/2023
To :	Shareholders
Attachments :	Details as per index

NOTICE IS HEREBY GIVEN that, by virtue of the resolutions of the Board of Directors' Meeting No. 3/2023 which was held on Thursday, March 9, 2023, the Annual General Meeting of Shareholders No. 30/2023 is to be convened on Friday, April 28, 2023 at 10.00 hrs. via electronic media (E-Meeting) only in compliance with the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and other related laws and regulations, to consider the agendas as follows:

Agenda 1

To acknowledge the annual report and the Board of Directors' report of the 2022 performance

Objective and Reason: In order to comply with Clause 32 of the Company's Articles of Association which stipulates that the Annual General Meeting of Shareholders shall acknowledge the report from the Board of Directors about the Company's operating performance and the significant changes of the previous year. In this regard, the Company's operating performance and the significant changes for the year 2022 were summarized in the 2022 Annual Report (Form 56-1 One Report) in the form of QR Code (Attachment No. 1) submitted together with this notice.

Board of Directors' opinion: The Board of Directors deemed it appropriate to submit the report of the Company's operating performance and the significant changes of the Company for the year 2022 to the shareholders' meeting for acknowledgement.

Voting:

This agenda is for acknowledgement and does not require voting.

Agenda 2

To consider and approve the Financial Statements for the year ended December 31, 2022 and the auditors' report

Objective and Reason: In order to comply with Section 112 of the Public Limited Companies Act B.E. 2535 as amended (the "PLCA") and Clause 35 of the Company's Articles of Association which stipulate that the Board of Directors shall prepare the Audited Balance Sheets (Statements of Financial Position) and Statements of Income as of the last day of the accounting year of the Company for submission to the Annual General Meeting of Shareholders for approval.

Board of Directors' opinion: The Board of Directors deemed it appropriate to propose the financial statements ended December 31, 2022 audited and certified by the auditor of KPMG Phoomchai Audit Limited (KPMG) and was agreed by the Audit Committee to the shareholders' meeting for approval. The Company financial status and the operating performance for the year 2022 are summarized as per Attachment No. 2.

Voting:

This resolution must be passed by a majority of votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 3

To consider and approve the omission of dividend payment for the 2022 performance and the allocation of profit as a legal reserve

Objective and Reason: In order to comply with the Clause 32 of the Company's

Articles of Association which stipulates that the profit appropriation shall be considered and approved by the Annual General Meeting of Shareholders and the Company has a policy to pay dividends to its shareholders in the amount of not less than 50 percent of net income in the consolidated financial statements after tax and legal reserve (if any) and not exceeding the retained earnings presented in the Company's financial statements and not opposed the Public Limited Companies Act. However, it is subject to the Company's investment and use of proceeds plan

which the Board may consider paying dividends as appropriate by taking into account shareholders' interests. In 2022, the Company's consolidated financial

statements reported a net loss of THB 501 million. Thus, it is deemed appropriate to propose the omission of 2022 dividend payment for the 2022 performance due to the Company's performance loss. The previous dividend payment for comparison is set out in Attachment No. 3.

As per Section 116 of Public Limited Companies Act B.E. 2535 including the additional amendment ("PLCA") and Clause No. 38 of the Company specified that

the Company shall allocate not less than five percent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attains an amount not less than ten percent of the registered capital, the Company has already allocated its profits as legal reserve until it currently attains ten percent of its registered capital as per legal requirement and Articles of Association of the Company. Therefore, there is no additional allocation of profit as legal reserve.

Board of Directors' opinion: The Board of Directors deemed it appropriate to propose to the shareholders' meeting to approve the omission of dividend payment for the 2022 performance due to the Company's performance loss, and there is no

additional allocation of profit as legal reserve as it already attained ten percent of its registered capital as required by law and the Articles of Association of the Company.

Voting:

This resolution must be passed by a majority of votes of the shareholders and proxy holders who attend the meeting and cast their votes.

Agenda 4

To consider and approve the appointment of directors to replace those retiring by rotation

Objective and Reason: In order to comply with Clause 14 of the Company's Articles of Association which stipulates that one-third of all directors must retire in the Annual General Meeting of Shareholders. The Company provided an opportunity to shareholders to nominate persons to be directors in advance during October 1, 2022 to December 31, 2022 but no shareholder proposed any name for consideration. At this meeting, 4 directors whose term will expire by rotation are as follows: