Charoen Pokphand Foods Public : Agenda for the Annual General Shareholders’ Meeting No.1/2022

Attachment 1

Agenda for the Annual General Shareholders' Meeting No. 1/2022

Charoen Pokphand Foods Public Company Limited

Item 1 To adopt the Minutes of the Annual General Shareholders' Meeting No. 1/2021

Facts and Reasons

The Annual General Shareholders' Meeting No. 1/2021 was held on April 30, 2021. A copy of the minutes of the Meeting was published on the Company's website within 14 days after that meeting and distributed together with the invitation letter.

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the said minutes should be adopted at the Shareholders' Meeting.

Resolution

This matter shall be passed by the affirmative resolution of a majority vote of shareholders who attend the Meeting and cast their votes.

Item 2 To acknowledge the report on the Company's operating results for the year 2021

Facts and Reasons

The operating results of the Company for the year 2021, including Management Discussion and Analysis, as reported in the Annual Report 2021 (Form 56-1 One Report), of the Company were distributed together with the invitation letter.

Board's Opinion

For the Meeting's acknowledgement of the operating results of the Company for the year 2021.

Item 3 To approve the statements of financial position and the statements of income for the year ended December 31, 2021

Facts and Reasons

The audited statements of financial position and the statements of income for the year ended December 31, 2021 as appeared in the financial statement and report of the Certified Public Accountant were distributed together with the invitation letter.

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the Meeting should approve the audited statements of financial position and statements of income for the year ended December 31, 2021.

Resolution

This matter shall be passed by the affirmative resolution of a majority vote of shareholders who attend the Meeting and cast their votes.

Item 4 To approve the appropriation of profit and annual dividend payment for the year 2021

Facts and Reasons

Under the provisions of the Public Limited Company Act B.E. 2535, the Company must appropriate at least 5% of its annual net profit as a legal reserve until the reserve reaches 10% of its registered share capital. At present, the Company's legal reserve is sufficient in compliance with the law. Therefore, the Company does not need to appropriate 2021 annual net profit as a legal reserve.

With regard to dividend payment, the Company has a policy to pay dividends to shareholders twice a year. The total dividend paid each year will not be less than 30% of annual net profit (which is attributable to equity holders of the Company according to the consolidated financial statements). The dividend payments may be subject to change, depending on the Company's operations results, its financial position, future projects and prevailing economic conditions at the time. Therefore, the Meeting should consider the annual dividend payment for the year 2021.

In accordance with the Company's operating results of the year 2021, the Board of Directors is of the opinion that the Company should distribute its profits as the dividend to shareholders at Baht 0.65 per share in total. In this regard, the Company already paid the first dividend payment to shareholders as an interim dividend at Baht 0.40 per share for 8,413,568,585 ordinary shares, totaling Baht 3,365,427,434, on September 10, 2021.

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The Board of Director then proposes that the Meeting should approve the second dividend payment at Baht 0.25 per share for 8,406,962,585 ordinary shares, totaling Baht 2,101,740,646.25. This dividend when combined with the interim dividend payment paid during the year 2021 will totally be Baht 5,467,168,080.25, or 42% of 2021 net profit (attributable to equity holders of the Company according to the consolidated financial statements), which is in line with the Company's dividend policy.

The second dividend payment of Baht 2,101,740,646.25 will be paid from profit after deduction of taxable losses. Therefore, recipients who receive dividends are subject to withholding tax according to rules and conditions of the Revenue Code. However, recipients who are natural persons shall not be entitled to a tax credit in accordance with Section 47 bis of the Revenue Code. In this regard, the Board of Directors proposed to set the record date for the right to receive the dividend on May 6, 2022 and the second dividend payment will be made on May 25, 2022.

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the Meeting should approve that the Company need not appropriate annual net profit as a legal reserve since its amount is in compliance with the law and approve the dividend payment for the year 2021 as proposed.

Details of Dividend Payment		2021	2020
Dividend payment	(Baht/share)	0.65	1.00
- The first dividend payment		0.40	0.40
- The second dividend payment		0.25	0.60
Total amount of the dividend payment	(Baht)	5,467,168,080.25	8,447,322,185.00
Dividend payout ratio base on consolidated financial statements (%)	42	33
Number of shares having the rights to receive dividend (shares)
- The first dividend payment		8,413,568,585	8,497,952,585
- The second dividend payment		8,406,962,585	8,413,568,585

Resolution

This matter shall be passed by the affirmative resolution of a majority vote of shareholders who attend the Meeting and cast their votes.

Item 5 To appoint directors to replace directors who retire by rotation

Facts and Reasons

According to the Company's Articles of Association, one-third of the directors shall retire from office at every Annual General Shareholders' Meeting. There will be 5 directors whose retirement coincides with the Annual General Shareholders' Meeting No. 1/2022, namely;

1.	Mr. Soopakij	Chearavanont
2.	Mr. Adirek	Sripratak
3.	Mr. Vinai	Vittavasgarnvej
4.	Professor Dr. Kittipong Kittayarak
5.	Mr. Paisan	Chirakitcharern

The Company also provided an opportunity for shareholders, during the period from September 30, 2021 to December 31, 2021, to nominate qualified candidates for directorship. There was no shareholder proposed candidates to be nominated for directorship.

After due care consideration as proposed by the Remuneration and Nominating Committee, the Board of Directors is of the opinion that the Meeting should re-appoint Mr. Soopakij Chearavanont, Mr. Adirek Sripratak, Mr. Vinai Vittavasgarnvej, Professor Dr. Kittipong Kittayarak and Mr. Paisan Chirakitcharern to be the Company's directors for another term. These nominated persons have knowledge, capability and experience that will benefit the Company's business and possess the qualifications required by the Public Limited Company Act B.E. 2535, the Notification of the Board of Governors of the Stock Exchange of Thailand and the Notification of the Capital Market Supervisory Board as well as Corporate Governance and Sustainable Development Policy of the Company.

In addition, the Remuneration and Nominating Committee has also taken into account the board skills matrix, diversity and the criteria for determining good qualification for a company director by various organizations as additional factors

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200,000 baht per month

150,000 baht per month

100,000 baht per month

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in nominating such persons. For the person to be nominated as an independent director, the Board of Directors is of the opinion that the said person shall provide independent opinion, in compliance with relevant rules and regulations. The personal data of each nominated person were distributed together with the invitation letter.

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the Meeting should approve appoint directors to replace directors who retire by rotation as proposed.

Resolution

This matter shall be passed by the affirmative resolution of a majority vote of shareholders who attend the Meeting and cast their votes with the following rules and procedures.

1. Each shareholder shall have one vote for each share.
2. Each shareholder shall use all votes he/she has in accordance with (1) above to elect one or many persons to be director(s), provided that split vote is prohibited.
3. The persons who are respectively received the most votes shall be appointed to be directors corresponding to the number of directors that would be appointed in such Meeting. In the event of equal votes among the persons last so appointed that cause the number of directors exceed the number that would be appointed, the election shall be made by casting vote of the Chairman.

Item 6 To approve the remuneration of the directors for the year 2022

Facts and Reasons

According to Article 24 of the Company's Articles of Association, the Company shall pay remuneration such as salary, attendance fee, allowance and bonus to the directors, as deemed necessary and appropriate. The Meeting should approve the remuneration of the directors for the year 2022.

After due consideration as proposed by the Remuneration and Nominating Committee, the Board of Directors is of the opinion that the remuneration paid to the directors for the year 2021 according to the resolution of the Annual General Shareholders' Meeting No 1/2021 was appropriate, taken into account the duties and responsibilities of directors as well as the Company's scope of businesses. Therefore, the Meeting should approve the remuneration of the directors for the year 2022 at the same rate as those of the year 2021 as follows:

1. Monthly remuneration
   The monthly remuneration for each director in accordance with the position in the Board of Directors is as

follows: Chairman Vice Chairman Director

1. Special remuneration
   The special remuneration for entire Board of Directors is at the rate of 0.50% of annual dividend payment of each year. The special remuneration will be allocated at the discretion of the Board of Directors.
2. Other remuneration None

However, any director being the Company's employee or holding a position as a member of audit committee or other sub-committees shall receive the director's remuneration as above mentioned in addition to his salary as employee or remuneration as member of audit committee or other sub-committees, as the case may be. The remuneration for other sub-committees are as follows:

				(Unit : Baht)
			Chairman	Member
1.	Audit Committee	per month	450,000	200,000
2.	Remuneration and Nominating Committee	per meeting	50,000	30,000
3.	Corporate Governance and
	Sustainable Development Committee	per meeting	50,000	30,000

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Attachment 1

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the Meeting should approve the remuneration of the directors for the year 2022 as proposed.

Resolution

This matter shall be passed by the affirmative resolution of a vote of not less than two-thirds of the total number of votes of shareholders who attend the Meeting.

Item 7 To appoint the Company's auditors and fix the remuneration for the year 2022

Facts and Reasons

In compliance with the law and the Articles of Association of the Company, the Meeting should appoint the auditors to audit and express an opinion on the financial statements of the Company, and fix the auditors' remuneration for the year 2022.

The Audit Committee has reviewed the auditors' qualifications and performance in the year 2021 and opined that auditors from KPMG Phoomchai Audit Ltd. ("KPMG") have good working standards, perform duties independently and responsibly; therefore, proposed to the Board of Directors for consideration.

After due consideration as proposed by the Audit Committee, the Board of Directors is of the opinion that the Meeting should appoint auditors from KPMG Phoomchai Audit Ltd. ("KPMG") as the auditors of the Company for the year 2022 as follows:

	Name of auditors	Registration No.	Number of years certified the
				Company's financial statements
1.	Mrs. Munchupa	Singsuksawat	6112	2/1
2.	Mr. Charoen	Phosamritlert	4068	3/2
3.	Miss Sawitree	Ongksirimemongkol	10449	-

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Certified the Company's financial statements for the fiscal year 2012-2016 and 2020-2021 Certified the Company's financial statements for the fiscal year 2007-2011 and 2017-2019

Any of the auditors shall have the authority to audit and express their opinions on the financial statements of the Company. Those nominated auditors are approved by the Office of the Securities and Exchange Commission, and have no significant relationship or interest with the Company, its subsidiaries, management, major shareholders or their related persons which may have an effect on performing their tasks independently. Details of auditors were distributed together with the invitation letter. In addition, auditors of KPMG will be appointed to be the auditors of all subsidiaries of the Company, which incorporated in Thailand. In case that some of the Company's subsidiaries in other countries are not audited by the same auditor firm, the Company's Board of Directors is responsible for ensuring that such subsidiaries are able to prepare their financial statements within the schedules.

For the auditors' remuneration, the shareholders should approve the annual fee of Baht 3,977,000 for the annual audit and quarterly review of the separate financial statements and the consolidated financial statements of the Company for the year 2022, Baht 100,000 higher than last year of Baht 3,877,000, which the Audit Committee considered reasonable due to the enlarged scope of work. In addition, the Company paid remuneration to KPMG for service of verifying the compliance with the conditions of Promotion Certificate (BOI) of the year 2021 amounted to Baht 290,500, increased by Baht 50,500 from Baht 240,000 of the year 2020.

Board's Opinion

After due consideration, the Board of Directors is of the opinion that the Meeting should approve the the Company's auditors and fix the remuneration for the year 2022 as proposed.

Resolution

This matter shall be passed by the affirmative resolution of a majority vote of shareholders who attend the Meeting and cast their votes.

Item 8 To respond to the queries

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