Quality Houses : 1 Factual Details and Reasons of the Agendas for Shareholders’ Consideration

(Enclosure No. 1)

(Translation)

Factual Details and Reasons of the Agendas

For Shareholders' Consideration

Agenda 1 To consider certifying the Minutes of the 2022 Annual General Meeting of Shareholders Factual Details and Reasons

The Company's Secretary prepared the Minutes of the 2022 Annual General Meeting of Shareholders, which was held on April 22, 2022 and the Board of Directors has considered and opined that it correctly in accordance with the resolution of the Shareholders' Meeting. Therefore, the Board of Directors proposes the Minutes of the 2022 Annual General Meeting of Shareholders to be certified by this Shareholders' Meeting. The copy of the Minutes has been distributed to the shareholders together with the invitation letter to this meeting.

(Enclosure No. 2)

Agenda 2 To consider acknowledging the Company's 2022 operating performance Factual Details and Reasons

The Company prepared the report of the Board of Directors on the performance of the Company for the year ended on December 31, 2022 and the Board of Directors has considered and opined that the report was accurate and adequate. Therefore, the Board of Directors proposes the report to the Shareholders' Meeting to acknowledge the performance of the Company for the year 2022. QR Code of the Form 56-1 One Report 2022 has been distributed to the shareholders together with the invitation letter of the meeting.

Agenda 3 To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022 audited by the certified public accountant

Factual Details and Reasons

The Company prepared the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022, which was duly audited by the Company's auditors, and the Board of Directors and the Audit Committee have considered and opined that the Company's financial statements were accurate, complete and adequate in accordance with the generally accepted accounting principles. Therefore, the Board of directors proposes to the Shareholders' Meeting for approval of the statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022, which was duly audited by the Company's auditors. Opinions of the Board of Directors and the Audit Committee are provided in "Report of Responsibilities of the Board of Directors with respect to Financial Reporting" and

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(Enclosure No. 1)

(Translation)

"Report from the Audit Committee" respectively, both of which are shown in the Form 56-1 One Report 2022, which has been distributed (on QR Code Form) to the shareholders together with the invitation letter of the meeting.

Agenda 4 To consider and approve the dividend payment for the year 2022

Factual Details and Reasons

Dividend Policy

The Company has a policy to pay dividends from the retained earnings and/or net profit to the shareholders. In considering the payments, the following factors are taken into consideration: the Company's operating results and financial position, liquidity, expansion plans and other management-related factors. Any dividend payment is subjected to the approval of the Company's Board of Directors and/or shareholders' meetings.

The Company had a profit in the year 2022 ("Profit for the year") and had the retained earnings. After completely set aside the legal reserve and other reserve, the Company had sufficient cash to pay dividend. The Board of Directors had also considered the investment plans for each project and opined that the Company should pay dividend as detailed below:

The dividend payment by cash at the rate of THB 0.14 per share or the amount of approximately THB 1,500 million. The dividend shall be paid out of the net profit for the year 2022 at the rate of 63% of the net profit which is according to the Company's dividend policy. All dividend shall be deducted withholding tax at the rate as prescribed by law. Since the Company has paid interim dividend dated September 8,2022 from the Company's operation of first six months of the year 2022 by the resolution of the Board of Directors' Meeting No. 5/2022 dated August 10, 2022 at the rate of THB 0.04 per share or the amount of approximately THB 429 million, the Company still has to pay dividend from the net profit of the second-half of the year 2022 at the rate of THB 0.10 per share or the amount of approximately THB 1,071 million.

This dividend payment is based on net profit after 20% corporate income tax rate. The shareholders who are individuals can obtain tax credits due to the dividend payment in accordance with Section 47 Bis of the Revenue Code.

Schedules related to the dividend payment.

Details	Date
Specifying the name list of shareholders who are eligible to receive	April 28, 2023
dividend (Record Date)
Dividend payment	May 18, 2023

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(Enclosure No. 1)

(Translation)

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.

Therefore, the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval of the above dividend payment for the year 2022.

Comparative dividend payment to the previous years

		Details on Dividend Payment	2022 (To consider)	2021		2020
1. Profit for the year - The consolidated financial	2,396		1,670	2,123
	statements (Million Baht)
2.	Number of shares (Million shares)	10,714		10,714	10,714
3.	Basic earnings per share (Baht/ share)	0.22		0.16	0.20
4.	Dividend paid per share (Baht/share)	0.14		0.10	0.12
	4.1	Interim dividend for the first half year	0.04		0.03	0.04
		(Baht per share)
	4.2	Dividend for the second half year	0.10		0.07	0.08
		(Baht per share)
5.	Total dividend paid (Million Baht)	1,500		1,071	1,286
	5.1	Interim dividend for the first half year	429		321	429
		(Million Baht)
	5.2	Dividend for the second-half-year	1,071		750	857
		(Million Baht)
6.	Dividend payout ratio (%)	63		64	61

Agenda 5 To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation

Factual Details and Reasons

In accordance with Clause 17 of the Articles of Association, at every Annual General Meeting of Shareholders, one-third of the directors shall be retired. If the number of directors is not a multiple of three, the number of director closest to one-third shall be retired. Directors retiring being director in the first and the second year after registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held longest in the position shall be retired. Retired Directors by rotation may be re-elected. In this year, the names of 4 directors who have to be retired by rotation are as follows:

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(Enclosure No. 1)

		(Translation)
1.	Mr. Boonsom	Lerdhirunwong	Independent Director
2.	Mr. Adul	Vinaiphat	Independent Director
3.	Mr. Naporn	Sunthornchitcharoen	Director
4.	Mr. Chalerm	Kiettitanabumroong	Director

Since, the Company has announced through the website of the Company, inviting shareholders to proposed name of qualified person to be the candidates for the Company's director nomination process from October 1, 2022 to December 31, 2022. However, none of the shareholder has proposed the nominated any person to be the candidates.

Since,Mr. Adul Vinaiphat Independent Director considered not to be nominated to be a director for another term, therefore the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval for the appointment an Independent Director instead of Mr. Adul Vinaiphat also propose the Shareholders' Meeting for consideration and approval for the re-appointment of the other three directors of the Company who would be retired by rotation this year to be directors of the Company for another term,

The qualified candidates were considered through the Company's procedure to be suitable qualification for the Company's Business.

The name list are as follows:

1.	Mr. Boonsom	Lerdhirunwong	as an independent director for another term.
2. Mr. Naporn	Sunthornchitcharoen	as a director for another term.
3. Mr. Chalerm	Kiettitanabumroong	as a director for another term.
4.	Mrs. Tipawan	Chayutimand	as an independent director instead of
			Mr. Adul Vinaiphat who retired by rotation

and considered not to be nominated to be a director.

The Nomination and Remuneration Committee has considered that all three existing directors, who are retired by rotation proposed in this year, as well as the person who has been proposed to be independent director instead of Mr. Adul Vinaiphat have fully qualified as specified in the Public Limited Company Act B.E. 2535 and have knowledge, capability and business experience relating to the Company's operation. Therefore, the Nomination and Remuneration Committee would like to propose such directors to be nominated as directors and independent directors of the Company for another term.

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(Enclosure No. 1)

(Translation)

The details and backgrounds of each director as shown in the profile of the directors which has been distributed to the shareholders together with the invitation letter of the meeting (Enclosure No.3)

Definition of Independent Director

The independent directors have important roles in building investors' confidence, imposing a balance on major shareholders' power and in aiming towards international standard of good corporate governance. The Company therefore has defined the following requirements for its independent directors, which is equivalent to the minimum regulations of the Securities Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). These requirements are as follows:

( A) Independent Directors must hold no more than 1% of shares with voting rights in the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest including the shareholding of related individuals of that Independent Directors.

(B) Independent Directors must not be or had not been the Company's executive directors, nor serve as temporary employees, permanent employees, advisors on regular payroll, and authorized persons of the Company, parent company, subsidiaries, associated companies and same level subsidiaries of the parent company except when the previous association has been terminated for at least two years before appointed as Independent Directors.

(C) Independent Directors must not be a blood relative or by legal registration in the nature of father, mother, husband, wife, sibling, child, son- or daughter- in law of the management, major shareholders, authorized persons, or individuals who are about to be nominated as the management or authorized persons who have control over the Company or its subsidiaries.

( D) Independent Directors must not or have not had business relationship with the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest in a way that will prevent independent judgment. Furthermore, Independent Directors must not be or had been major shareholders, directors that were not independent directors, or the management of any party who has a business relationship with the Company, parent company, subsidiaries, associated companies or parties with possible conflicts of interest except when the previous association has been terminated for at least two years before appointed as Independent Directors.

The business relationship mentioned earlier includes transactions of normal trading business of rental or real estate for rent, transactions relating to asset or service or giving or receiving financial assistance from loans, guarantees, using assets as loan collateral including other similar practices that can result in the Company or contractual partner having to take liability that must be repaid to the other party of more than 3% of net Page 11