U City Public : Notification on the resolutions of the Annual General Meeting of Shareholders for the year 2020

(-Translation-)

Ref No. U.SET 014/2020

July 31, 2020

Subject: Notification on the resolutions of the Annual General Meeting of Shareholders for the year 2020

To:	The President
	Stock Exchange of Thailand

Reference is made to the Annual General Meeting of Shareholders for the year 2020 of U City Public Company Limited (the "Company") held on Friday 31 July, 2020 at 2.00 p.m., at the Surasak Ballroom, 11th floor, Eastin Grand Hotel Sathorn Bangkok, No. 33/1 South Sathorn Road, Yannawa, Sathorn, Bangkok

10120. The Company would like to notify you that the following resolutions were passed:

1. A resolution was passed to adopt the Minutes of the Annual General Meeting of Shareholders for the year 2019 held on 25 April 2019 with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,981,447,014	99.9954
Disapprove	228,108	0.0045
Abstain	476,832	-
Invalid voting card(s)	0	0.0000
Total (116 persons)	4,982,151,954	-

1. An acknowledgement of the report of the Company's business operation for the fiscal year ended 31 December 2019.
2. A resolution was passed to approve the Company's and its subsidiaries' report and consolidated financial statement for the fiscal year ended 31 December 2019 with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

U City Public Company Limited (Registration No. 0107537000459)

21 TST Tower Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, Thailand

T: +66.2273.8838 F: +66.2273.8858 www.ucity.co.th

Shareholders Voting	Number of Votes	Percentage
Approve	4,989,171,137	99.9954
Disapprove	228,108	0.0045
Abstain	993,032	-
Invalid voting card(s)	0	0.0000
Total (128 persons)	4,990,392,277	-

4. A resolution was passed to approve no distribution of the dividend payment for the fiscal year ended 31 December, 2019, with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,986,751,354	99.9270
Disapprove	3,617,494	0.0724
Abstain	2,250	-
Invalid voting card(s)	21,179	0.0004
Total (128 persons)	4,990,392,277	-

5. The following resolution were passed to elect the 3 directors who would be retiring from the office by rotation at the Annual General Meeting of Shareholders for the year 2020 as the Company's directors for another term of office, the details of which were as follows:

5.1 Approved the election of Mr. Keeree Kanjanapas as a director, with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,989,318,802	99.9789
Disapprove	1,048,092	0.0210
Abstain	26,832	-
Invalid voting card(s)	0	0.0000
Total (129 persons)	4,990,393,726	-

5.2 Approved the election of Mr. Kavin Kanjanapas as a director, with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,989,268,802	99.9789
Disapprove	1,048,092	0.0210
Abstain	76,832	-
Invalid voting card(s)	0	0.0000
Total (129 persons)	4,990,393,726	-

5.3 Approved the election of Mr. Kong Chi Keung as a director, with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,989,295,088	99.9870
Disapprove	645,988	0.0129
Abstain	452,650	-
Invalid voting card(s)	0	0.0000
Total (129 persons)	4,990,393,726

6. A resolution was passed to determine the remuneration of the Board of Directors and Sub-Committee for the year 2020, detailed as follows:

1. Monetary Remuneration

(1.1) Fixed Remuneration. To maintain the monthly remuneration and meeting allowance for each position at the same rateas the previous year as follows:

Director Remuneration	Year 2020	Year 2019	Change
Monthly Remuneration
Chairman of the Board of Directors	Bath 50,000 / month	Bath 50,000 / month	-
Director	Bath 30,000 / month	Bath 30,000 / month	-

Meeting Allowance

Board of Directors		Bath 20,000 / attendance	Bath 20,000 / attendance	-
The Audit Committee		Bath 10,000 / attendance	Bath 10,000 / attendance	-
The Nomination and Remuneration	Bath 10,000 / attendance	Bath 10,000 / attendance	-
Committee
Other Sub-Committees		None	None	-
(1.2)	Directors' Bonus
	-None-
(2)	Other Privileges
	-None-

With a vote of not less than two-thirdof the total number of votes of the shareholders attending the meeting and casting their votes, includingabstentions in the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,989,596,007	99.9840
Disapprove	273,890	0.0054
Abstain	523,829	0.0104
Invalid voting card(s)	0	0.0000
Total (129 persons)	4,990,393,726	100.0000

7. A resolution was passed to approve the appointment of the auditors of EY office Limited as the Company's auditors for the fiscal year ended 31 December 2020 by appointing any of the following auditor to audit and give opinion on the financial statements of the Company:

1. Ms. Siraporn Ouaanunkun, Certified Public Accountant No. 3844 (who signed the
   Company's financial statements for the year 2015, 2016, 2017, 2018 and year 2019) and/or
2. Mrs. Chonlaros Suntiasvaraporn, Certified Public Accountant No. 4523 (who has never signed the Company's financial statements) and/or
3. Mr. Chatchai Kasemsrithanawat, Certified Public Accountant No. 5813 (who has never signed the Company's financial statements)

A resolution was also passed to approve the determination of the audit fee of the Company for the fiscal year ended 31 December 2020 in the amount of not exceeding Baht 3.40 million (Thus, EY Office Limited and/or the company in the group of EY Office Limited will charge for the non audit fee for the fiscal year ended 31 December 2020 in the actual expense amount.), with a majority voteof the shareholders attending the meeting and casting their votes, excludingabstentions from the calculation base, detailed as follows:

Shareholders Voting	Number of Votes	Percentage
Approve	4,990,139,186	99.9954
Disapprove	228,108	0.0045
Abstain	26,432	-
Invalid voting card(s)	0	0.0000
Total (129 persons)	4,990,393,726

In addition, the meeting acknowledged that the auditors from EY Office Limited will be the auditors of the subsidiaries of the Company for the fiscal year ended 31 December 2020. The preliminary audit fee of affiliate for domestic and overseas subsidiaries of the Company for the fiscal year ended 31 December 2020 is in the amount of approximately Baht 27.26 million.

Please be informed accordingly.

Sincerely yours,

U City Public Company Limited

_____________________________

(Mr. Sayam Siwarapornskul)

Director and Company Secretary