RPCG Public : Schedule of the year 2022 Annual General Meeting of Shareholders, dividend payment and Amendment of the Articles of Association

-Translation-

No. RPCG/HO-SET/0001/2022

February 23, 2022

Subject: Schedule of the year 2022 Annual General Meeting of Shareholders, dividend payment and Amendment of the Articles of Association

To: President

The Stock Exchange of Thailand

RPCG Public Company Limited (the "Company") would like to inform that the Board of Directors' Meeting No. 01/2022 convened on February 23, 2022 passed the significant resolutions as follows:

1. Resolved to propose to the AGM 2022 to consider and approve the allocation of net profit from the year 2021 operating results in the amount of 35,345,077 Baht as legal reserve and dividend payment for the year 2021 to shareholders at the rate of 0.10 Baht per share, totaling approximately 130,466,412.50 Baht. The Company has fixed the date to determine the names of shareholders who shall be entitled to receive the dividend payment (Record Date) on 29 April 2022 and the dividend payment date on 19 May 2022.
   In this regard, the right to receive dividend payment as mentioned above will be subjected to the approval from the 2022 Annual General Meeting of Shareholders.
2. Approved to propose the AGM 2022 to consider and approve the amendment of Article 32, 33,
   34 and 35 of the Company's Articles of Association regarding the shareholders' meeting to be in accordance with the regulations prescribed under the Emergency Decree on Electronic Meeting, B.E. 2563 (2020). (Details as shown in Attachment 1)
3. Approved to convene the 2022 AGM. The AGM will be held on Thursday 21 April 2022 at 13:30 hrs. via electronics means (E-AGM) pursuant to the criteria specified in the law related to the meeting via electronics means. The shareholders who are entitled to attend and vote in the AGM will be determined on the Record Date on 10 March 2022.
4. The Board of Directors resolved that the Agenda of the AGM be as follows:
   Agenda 1 To consider and endorse the Minutes of the Annual General Meeting of Shareholders for the year 2021 held on April 23, 2021;
   Agenda 2 To acknowledge the report of the Company's operational results for the year 2021;
   Agenda 3 To consider approving the statement of financial position, statement of comprehensive income for the year ended on December 31, 2021;
   Agenda 4 To consider the appropriation of net income from operating results for the year 2021 and the dividend payment;
   Approve to propose the dividend payment for the year 2021 to the meeting;

Agenda 5 To consider Directors election to replace the Directors who are retired by rotation;

There are Directors who are due to retire by rotation and will appoint Directors in place of the vacant Directors are Mr.Satja Janetumnugul Mr.Tawat Ungsuprasert and Ms.Pordee Khanistanan;

-Translation-

Agenda 6 To consider approving the Directors' remuneration for the year 2022;

Propose to the shareholders' meeting to consider and approve the directors' remuneration for the year 2022, which consist of the meeting allowance and bonus, in the limit not exceeding 8,000,000 Baht, which is the same limit and meeting allowance rate as in 2021 and 2020.

By meeting allowances for the Board of Directors, Audit Committee and the Nomination and Remuneration Committee as follows,

Chairman of every committee	35,000 Baht per meeting attendance.
Board member of every committee	30,000 Baht per meeting attendance.

Agenda 7 To consider the appointment of the Auditor and set audit fees for the year 2022;

The Board of Directors would like to propose to the Meeting that Ms.Kosum Cha-em, C.P.A. Registration No.6011 or Miss Vissuta Jariyathanakorn, C.P.A. Registration No.3853 or Mr.Termphong Opanaphan, C.P.A. Registration No.4501 from EY Office Limited be appointed as the Auditor of the Company for the year 2022 with remuneration of 800,000 Baht for the Company and 1,305,000 Baht for the Company's subsidiaries;

Agenda 8 To consider and approve the amendment to Article 32, 33, 34 and 35 of the Company's Articles of Association;

Agenda 9 Consider other matters (if any).

Please be informed accordingly.

Yours faithfully,

(Mrs.Supannee Tanchaisrinakorn)

Company Secretary

Investor relation / Office of Managing Director

Email: [e-mail]. [phone]

-Translation-

	Attachment 1
The Present Company's Articles of Association	The Proposed Amendment to the Company's
	Articles of Association
Article 32 :	Article 32 :
The Board of Directors must cause an annual ordinary	The Board of Directors must cause an annual ordinary
meeting of shareholders to be held within four (4) months	meeting of shareholders to be held within four (4) months
from the ending date of the accounting year of the Company.	from the ending date of the accounting year of the Company.
All other meetings of shareholders apart from the first	All other meetings of shareholders apart from the first
paragraph shall be called extraordinary meetings. The Board	paragraph shall be called extraordinary meetings. The Board
of Directors may summon an extraordinary meeting of	of Directors may summon an extraordinary meeting of
shareholders whenever it sees fit.	shareholders whenever it sees fit.
One or more shareholders holding the aggregate number of	One or more shareholders holding the aggregate number of
shares of not less than ten percent (10) of the total number of	shares of not less than ten percent (10) of the total number of
shares sold may, by subscribing their names, request the	shares sold may, by subscribing their names, request the
Board of Directors in writing to call the Extraordinary General	Board of Directors in writing to call the Extraordinary General
Meeting at any time, but the reasons for calling such meeting	Meeting at any time, but the reasons for calling such meeting
shall be clearly stated in such request. In this regard, the	shall be clearly stated in such request. In this regard, the
Board of Directors shall proceed to call a meeting of	Board of Directors shall proceed to call a meeting of
shareholders to be held within forty-five (45) days as from the	shareholders to be held within forty-five (45) days as from the
date the request in writing from the shareholders is received.	date the request in writing from the shareholders is received.
In case the board of directors fails to arrange for the	In case the board of directors fails to arrange for the
meeting within such period under paragraph three, the	meeting within such period under paragraph three, the
shareholders who have subscribed their names or other	shareholders who have subscribed their names or other
shareholders holding the required aggregate number of	shareholders holding the required aggregate number of
shares may themselves call the meeting within forty-five (45)	shares may themselves call the meeting within forty-five
days as from the date of expiration of the period under	(45) days as from the date of expiration of the period under
paragraph three. In such case, the meeting is deemed to be	paragraph three. In such case, the meeting is deemed to be
shareholders' meeting called by the Board of Directors and	shareholders' meeting called by the Board of Directors and
the Company shall be responsible for necessary expenses as	the Company shall be responsible for necessary expenses as
may be incurred in the course of convening such meeting	may be incurred in the course of convening such meeting
and the Company shall reasonable provide facilitation.	and the Company shall reasonable provide facilitation.
In the case where the quorum of the meeting called by the	In the case where the quorum of the meeting called by the
shareholders under paragraph four cannot be constitute as	shareholders under paragraph four cannot be constitute as
specified in this Article, the shareholders under paragraph	specified in this Article, the shareholders under paragraph
four shall jointly compensate the Company the expenses	four shall jointly compensate the Company the expenses
incurred from the meeting.	incurred from the meeting.
	However, the meeting of shareholders under the first and
	second paragraphs can be held via electronic, provided that
	such meeting shall be convened in accordance with the
	method prescribed under applicable law and regulations at the
	time, or such relevant law and regulations shall be applied
	mutatis mutandis. Such Meetings of the Shareholders
	conducted by electronic means bear the same effects as any
	meeting which the shareholders attend the meeting at the
	same venue in accordance with the methods prescribed under
	the law and these Articles of Association. Every meeting
	attendee shall be able to view the meeting information which
	is being presented in the meeting via his/her communication
	equipment or device throughout the meeting period. And in
	case of necessity or emergency, the chairman of the meeting
	and/or the system administrator must be able to immediately
	cut off the audio and/or video signal of any participant in the
	system.

-Translation-

The Present Company's Articles of Association	The Proposed Amendment to the Company's
	Articles of Association
Article 33 :	Article 33 :
The Board of Directors shall prepare a notice of the	The Board of Directors shall prepare a notice of the
summoning of a meeting of shareholders specifying the place,	summoning of a meeting of shareholders specifying the place,
the date and time, the agenda, and the matters to be proposed	the date and time, the agenda, and the matters to be proposed
to the meeting, together with details as may be reasonable,	to the meeting, together with details as may be reasonable,
whereupon it shall be sent to the shareholders and the	whereupon it shall be sent to the shareholders and the
registrar for acknowledgement not later than seven (7) days	registrar for acknowledgement not later than seven (7) days
before the date fixed for the meeting, and published for three	before the date fixed for the meeting, and published for three
(3) consecutive days not later than three (3) days before the	(3) consecutive days not later than three (3) days before the
date fixed for the meeting.	date fixed for the meeting.
The place of meeting may be located in the province in which	The place of meeting may be located in the province in which
the principal office of the Company is located or anywhere as	the principal office of the Company is located or anywhere as
determined by the Board of Directors.	determined by the Board of Directors.
	If the Shareholders' Meeting is conducted by electronic
	medias, serving of notice for the meeting and supporting
	documents maybe made by e-mail, provided that such
	serving shall be made within the period and the notice of the
	meeting shall be published in the newspaper for the period
	prescribed in this paragraph. The Company shall keep the
	copy of the notice and supporting documents as evidence,
	which may be kept in the form of electronic data.

Article 34 :	Article 34 :
Not less than twenty-five (25) shareholders and proxies (if	For shareholders' meeting, regardless of whether the
any) or not less than one-half of the total shareholders	Shareholders' Meeting is conducted in physical or by electronic
holding not less than one-third (1/3) in the aggregate of the	means.Not less than twenty-five (25) shareholders and
total number of shares sold shall be present at a meeting of	proxies (if any) or not less than one-half of the total
shareholders in order to constitute a quorum.	shareholders holding not less than one-third (1/3) in the
	aggregate of the total number of shares sold shall be present
	at a meeting of shareholders in order to constitute a quorum.
In the event that, within one (1) hour from the time appointed	In the event that, within one (1) hour from the time appointed
for any meeting of shareholders, the quorum is not present as	for any meeting of shareholders, the quorum is not present as
prescribed, the meeting, if summoned upon the request of	prescribed, the meeting, if summoned upon the request of
shareholders, shall be dissolved. If such meeting had not been	shareholders, shall be dissolved. If such meeting had not been
summoned upon the request of shareholders, another	summoned upon the request of shareholders, another
meeting shall be summoned and a letter of the summoning of	meeting shall be summoned and a letter of the summoning of
the meeting shall be sent to the shareholders not later than	the meeting shall be sent to the shareholders not later than
seven (7) days before the date fixed for the meeting. At such	seven (7) days before the date fixed for the meeting. At such
meeting, no quorum shall be necessary.	meeting, no quorum shall be necessary.
Article 35 :	Article 35 :
The Chairman of the Board shall by office be the Chairman of	For shareholders' meeting, regardless of whether the
the shareholders meetings. If the Chairman is absent or is	Shareholders' Meeting is conducted in physical or by
unable to perform his duties the Vice-Chairman shall take the	electronic means.The Chairman of the Board shall by office
chair, if the Vice-Chairman is absent or if there is one but he is	be the Chairman of the shareholders meetings. If the Chairman
unable to perform his duties, the shareholders shall elect one	is absent or is unable to perform his duties the Vice-Chairman
among themselves as the Chairman of the meeting.	shall take the chair, if the Vice-Chairman is absent or if there
	is one but he is unable to perform his duties, the shareholders
	shall elect one among themselves as the Chairman of the
	meeting.