IRPC Public : Announcement of the 2018 Annual General Meeting of Shareholders (AGM) and the Dividend Payment (Revised)

Pres. 039 / 2018

13 February 2018

Subject Announcement of the 2018 Annual General Meeting of Shareholders (AGM) and the Dividend Payment

To

Mr. President

Stock Exchange of ThailandThe Board of Directors of IRPC Public Company Limited at the Meeting No.2/2018 held on Tuesday, 13 February 2018, has passed the following resolutions:

• 1. The 2018 Annual General Meeting of Shareholders (AGM) will be on Wednesday, 4 April 2018, 14.30 p.m. and the venue will be at Bangkok Convention Center, 5th Floor Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900.

• 2. The Record Date for the rights to attend the Annual General Meeting of Shareholders and for the rights to receive the dividend payment, will be on Wednesday, 28 February 2018.

• 3. There are 9 Items of the AGM's agenda as follows:

  Item 1 Statement of the Chairman

  Item 2 Acknowledge the Company's 2017 Operating Results and Approve the Company's 2017 Financial Statements

The Board's opinions: After due consideration, the Board found it appropriate to propose to the AGM to acknowledge the Company's 2017 Operating Results and to approve the Company's 2017 Financial Statements which has been audited by the Auditor and reviewed by the Audit Committee.

Item 3

Approve the Dividend Payment of the Company's 2017 Operating Results

The Board's opinions: After due consideration, the Board found it appropriate to propose to the AGM to approve the cash dividend payment from Retained Earnings. The dividend will be paid at the rate of 0.29 Baht per share, amounting to approximate Baht 5,926 million as follows:

• 1) The 0.09 Baht per share is paid out of the Tax Exemption Retained Earnings promoted by the Board of Investment (BOI); thus, this amount is not entitled for tax return claim.

• 2) The 0.20 Baht per share is paid out of the normal Retained Earnings; however, the Company uses loss carried forward privileges; thus, this amount is not entitled for tax return claim.

The Board has set the Record Date for the rights to attend the AGM and for the rights to receive the dividend payment, on Wednesday, 28 February 2018. The dividend will be payable on Thursday, 19 April 2018. (The rate of dividend payment still subjects to the approval of the AGM)

Item 4

Appoint an Auditor and Determine the Auditor fees for the Year 2018

The Board's opinions: After due consideration, the Board agreed with the Audit Committee to propose the AGM topic to appoint an auditor from Deloitte Touche Tohmatsu Jaiyos Audit Company Limited as follows:

• 1. Mr. Permsak Wongpatcharapakorn, C.P.A. (Thailand) Reg. No. 3427, or

• 2. Mr. Kiatniyom Kuntisook, C.P.A. (Thailand) Reg. No. 4800, or

• 3. Mr. Wonlop Vilaivaravit, C.P.A. (Thailand) Reg. No. 6797

The audit fees for the year 2018 will be maintained in the total amount of Baht 3,100,000 (excluding miscellaneous expenses, not exceeding Baht 120,000 in total).

Item 5

Approve IRPC's 5 year external fund raising plan (for 2018-2022)

The Board's opinions: After due consideration, the Board recommended the AGM to approve the 5 year for external fund raising to be used for investment, and/or refinancing. The fund raising can be inform of loans from financial institution, debentures other securities from domestic and/or international sources of Baht 50,000 million over 5 years (2018-2022).

Item 6

Approve the amendment of IRPC's Articles of Association

The Board's opinions: After due consideration, the Board found it appropriate for the AGM to approve the amendment of Article 31- CHAPTER 5 SHAREHOLDER MEETINGS, of the Company's articles of association to be in line with Section 100 of the Public Limited Companies Act B.E.2535 (Re: The rights of shareholders to request to the Board to call an Extraordinary General Meeting, which is amended according to the Order of the Head of the National Council for Peace and Order No. 21/2560) and Article 22 - CHAPTER 4 BOARD OF DIRECTORS (Re: The procedure of CEO's selection by the board of directors) to be in line with best practice and the company's succession planning.

Item 7 Approve the Board of Directors' Remunerations for the year 2018

The Board's opinions: After due consideration, the Board agreed with the Nomination and Remuneration Committee's recommendation, proposed to the AGM to approve the Directors' remunerations for the year 2018 as follows:

•  The directors' monthly allowance, the Board's meetings allowance and the Subcommittees' meetings allowance is maintained at the same rates of the 2017's allowance as follows: (This remuneration rate has been set out from 2006.)

Board of Directors:

Sub-Committees:

•  Paying bonus for the Board of Directors in the total amount of Baht 34 million based on the Company's Operating Results of the year 2017.

Elect / Re-elect the Directors in replacement of those who are retiring by rotation

According to the Company's article of association, at each AGM, one-thirds of the members of the Board of Directors or the nearest, will retire by rotation. There are 6 retired directors by rotation at the 2018 AGM as follows:

The Board's opinions: After due consideration, the Board (the directors who have a conflict of interest did not vote for this resolution), agreed with the Nomination and Remuneration Committee's recommendation and proposed to the AGM to re-elect 6 directors to be the directors or independent directors as follows:

The Company has disclosed the previous minutes of the 2017 AGM on the corporate website on 17 April 2017 and sent to all Shareholders by postal to review, object and/or suggest for revision and correction from 24 April 2017 - 31 May 2017; however, no Shareholders recommended any amendment or objection.

The Company will disclose the Notice of the 2018 Annual General Meeting of Shareholders and its agenda online athttp://www.irpc.co.th from 2 March 2018 onwards.

Yours sincerely,

-Sukrit Surabotsopon-

(Mr. Sukrit Surabotsopon) President

By the Resolutions of the Board of Directors IRPC Public Company Limited

Compliance and Corporate Secretary Division Tel. 0-2765-7383

Fax. 0-2765-7999