Cal Comp Electronics Thailand Public : 2022 AGM Minutes

Invitation of the Annual General Meeting of Shareholders No.1/2022

Cal-Comp Electronics (Thailand) Public Company Limited

"CCET"

April 29, 2022 at 08.30 A.M.

By meeting through electronic media only*

* Under the situation of the COVID-19 diseases outbreak, the Company has concerned for the health and safety of shareholders, attendees and all those who participate in the meeting. Therefore, the Board of Directors has resolved to hold the Annual General Meeting of Shareholders No. 1/2022 in only one form via electronic media (E-AGM) in accordance with the Emergency Decree on Meeting via Electronic media 2020, Announcement of the Ministry of Digital Economy and Society on Security Standards for Electronic Conference 2020 and related Laws by refraining from shareholders to attend the meeting at the meeting venue on the specified date and time. And, if shareholders are not convenient to attend the meeting via E-AGM, the Company recommends the shareholders to appoint the Independent Director of the Company as their proxy to attend the meeting on their behalf.

April 12, 2022

• 1. Copy of Minutes of the Annual General Meeting of Shareholders No.1/2021

• 2. Annual Report 2021 (Form 56-1 One Report) (QR Code)

• 3. Guidelines for attending the Meeting via electronic media (E-AGM) and the Appointment of Proxies

• 4. Information of proposed directors in replacement of those retired by rotation and appointment of new director

• 5. Registration form ("Notification of Meeting") with 2021 Annual Report in QR Code

• 6. Proxy Form

• 7. Details of the independent directors as the proxy holder

• 8. Company's Article of Association relating to the General Meeting of Shareholders

• 9. Manual for E-AGM System

By the resolution of the Board of Directors of Cal-Comp Electronics (Thailand) Public Company Limited, the Annual General Meeting of Shareholders No. 1/2022 will be held on Friday 29 April, 2022 at 08.30 a.m. via the electronic media only (there will be no on-site registration) and broadcast live from the conference room at Samut Sakhon Factory, R&D Building 5th Floor, 60 Moo 8, Sethakij Road, Tambon Klong Maduea, Amphoe Krathum Baen, Samut Sakhon, Thailand to consider the following agenda:

Agenda Item 1

To certify the Minutes of the Annual General Meeting of Shareholders No. 1/2021

Preamble: The Annual General Meeting of Shareholders No.1/2021 was held on Apil 30, 2021 of which the copy of the Minutes as detailed in Attachment 1 and posted on the Company's website(www.calcomp.co.th)

Opinion of the Board: The Board of Directors considered that it was correctly recorded as proposed, therefore, the minutes of the Annual General Meeting of Shareholders No. 1/2021 be certified.

Agenda Item 2

To consider and approve the Audited Financial Statements of the year ended 2021 and Annual Report of the Board of Directors

Preamble: The financial statements 2021 of the Company and subsidiary companies were audited and certified by the Auditor and were reviewed by the Audit Committee that was correct. The details of financial statements can be summarized as follows:

Opinion of the Board: The Company has recorded net profit of Baht 361.63 million in 2021 and its 2021 financial statements has been audited by the auditor and reviewed by the Audit Committee, be proposed to the Annual General Meeting of Shareholders for approval.

Agenda Item 3

To consider and approve the appropriation of net profit as legal reserve and declaration of dividend payment for the year 2021

Preamble: The Company has the dividend policy to pay not less than 30% of its Company only net profit of each fiscal year after legal reserve. Provided that the rate of dividend payment will be subject to cash flows and investment plans of the Company and its subsidiaries, as well as regulatory restrictions and other requirements.

The subsidiaries' dividend payment will depend on the consideration of the Company, as the case may be.

The Board of director proposed the Meeting to approve the appropriation and retaining of the net profit from Baht 511 million to Baht 518 million as legal reserve, and the declaration of dividend payment from the Company consolidated net profit for the period of July-December 2021 in the amount of stock & cash dividend total not exceeding Baht 460,061,571.15 with the following details and conditions;

• - Payment in the form of ordinary shares in the amount of not exceeding 413,427,005 shares at the par value of Baht 1 per share to the shareholders at the ratio of 12 existing shares to 1 dividend stock (the Company's total existing shares are 4,961,124,058 shares) totaling not exceeding Baht 413,427,005. Provided that if any shareholder holds the fraction of share remaining after such allocation, the dividend shall be paid by cash in the amount of Baht 0.083 per share;

• - Payment in the form of cash dividend of Baht 0.0094 per share in the amount of not exceeding the total outstanding shares entitled for the dividend is 4,961,124,058 shares, therefore, total cash dividend amount shall not exceeding Baht 46,634,566.15.

• - The payment of dividends will be paid from the Company net profit that still enjoys the tax exemption for corporate income tax under the BOI privileges, therefore, the dividend is not subject to withholding tax in Thailand.

• - The right to receive the dividend depends on the resolution of General Shareholder Meeting No.1/2022.

In addition, in respond to the change of capital due to allotment of stock dividend, the rights of warrant holders through the CCET-WC program which was approved in Annual General Meeting of Shareholders No1./2018 shall be adjusted as below details and actual adjustment is subject to the approval of the Annual General Meeting of Shareholders No.1/2022;

Remark:

• - All fraction of adjusted Exercise Price multiplied by number the ordinary share calculated from Exercise Ratio shall be disregarded.

• - All fraction of number of ordinary share calculated from Exercise Ratio shall be disregarded.

It is proposed that the shareholders entitled to receive the said dividends be determined on March 18, 2022 (Record Date). The payment of dividends shall be made to the shareholders by May 19, 2022.

In 2021, the Company declared the interim dividend payment at the rate of Baht 0.02 per share in cash from the net profit on and from January 1, 2021 to June 30, 2021, or equivalent to the amount of Baht 99,190,054.16

The past of dividend payment record as the following:

Opinion of the Board: The Board of Directors have considered and agreed the appropriation and retaining of the net profit Baht 518 million as legal reserve and the declaration of the stock & cash dividend total not exceeding Baht 460,061,571.15. Payment in the form of ordinary shares in the amount of not exceeding 413,427,005 shares at the par value of Baht 1 per share to the shareholders at the ratio of 12 existing shares to 1 dividend stock for the period of July-December 2021 (the total number of outstanding shares entitled for the dividend is 4,961,124,058 shares), totaling not exceeding Baht 413,427,005. Provided, that if any shareholder holds the fraction of share remaining after such allocation, the dividend shall be paid by cash in the amount of Baht 0.083 per share. And payment in the form of cash dividend of Baht 0.0094 per share in the amount of not exceeding the total outstanding shares entitled for the dividend is 4,961,124,058 shares, therefore, total cash dividend amount shall not exceeding Baht 46,634,566.15. The record date for the shareholders who have right to receive the dividend will be on March 18, 2022.The dividend will be paid on May 19, 2022 and proposed to the Annual General Meeting of Shareholders for approval.

Agenda Item 4

To consider and approve the reduction of registered capital and the amendment of the Clause 4 in Memorandum of Association in respect of the reduction of registered capital

Preamble: In consider there are 1,717 registered shares which have reserved but not yet been issued in an amount of 1,717 shares stock dividend for the 2H'2020 has completed as at May 17, 2021 and there are 1,717 remaining shares paid in cash due to indivisible shares. As a result of the reduction of registered capital, the registered capital shell be decreased from Bt 5,177,872,247 to Bt 5,177,870,530.The Board also approved to amend Clause 4 in Memorandum of Association in order to correspond with reduction of registered capital:

Clause 4

Registered Capital:Baht 5,177,870,530 (Baht five billion, one hundred and seventy-seven million, eight hundred and seventy thousand five hundred thirty)

Divided into:

5,177,870,530 shares (five billion, one hundred and seventy-seven million, eight hundred and seventy thousand five hundred thirty shares)

Par Value:

Baht 1 (one)

Consisting of Ordinary Stock:

5,177,870,530 shares (five billion, one hundred and seventy-seven million, eight hundred and seventy thousand five hundred thirty shares)

Preferred Stock:

- Share (-)

Opinion of the Board: the Board of Directors has agreed with the reduction of registered capital from 5,177,872,247 Baht to 5,177,870,530 Baht at par value of Baht 1 and the amendment of Clause 4 in Memorandum of Association to correspond with the capital reduction and proposed to the Annual General Meeting of Shareholders for approval.

Agenda Item 5

To consider and approve the increase of registered capital and the amendment of the Clause 4 in Memorandum of Association to correspond with the increase of registered capital to support the stock dividend payment and the right adjustment of CCET-WC

Preamble: In consider that the Company has declared the allotment of stock dividend payment and the right adjustment for the ESOP program CCET-WC, the company has to increase the registered capital of the Company from 5,177,870,530 shares to 5,625,920,928 by issuing 413,427,005 new ordinary shares at par value of Baht 1, in the amount of Baht 413,427,005 to be reserved for the stock dividend payment and 34,623,393 new ordinary shares at par value of Baht 1, in the amount of Baht 34,623,393 to be reserved for the right adjustment of warrant CCET-WC. The Board also approved to amend Clause 4 in Memorandum of Association in order to correspond with the capital increase:

Clause 4

Registered Capital:Baht 5,625,920,928 (Five billion, six hundred twenty-five million, nine hundred twenty thousand, and nine hundred twenty-eight Baht)

Divided into:

5,625,920,928 shares (Five billion, six hundred twenty-five million, nine hundred twenty thousand, and nine hundred twenty-eight Shares)

Par Value: Consisting of Ordinary Stock:

1 Baht (one)

5,625,920,928 shares (Five billion, six hundred twenty-five million, nine hundred twenty thousand, and nine hundred twenty-eight Shares)

Shares) Preferred Stock:

- Share (-)Opinion of the Board: the Board of Directors has agreed with the increase of registered capital from 5,177,870,530 shares to 5,625,920,928 shares at par value of Baht 1 by allot newly increased ordinary

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