Eastern Water Resources Development and Management : Minutes of 2023 Annual General Meeting of Shareholders

Minutes of 2023 Annual General Meeting of Shareholders via Electronic Media

of Eastern Water Resources Development and Management Public Company Limited

on Thursday, 20 April 2023, at 13.30 hrs.

……………………………………………………………………….

Mrs. Asvini Tailanga, Chairperson of the AGM, informed that as of 8 March 2023, the date on which a list of the shareholders with the right to attend the 2023 AGM was determined, Eastern Water Resources Development and Management Pcl. ("the Company") had a total of 17,980 shareholders representing a total of 1,663,725,149 shares. On the actual date of the 2023 e-AGM, at 13.30 hrs., the details of the shareholders and proxies attending the Meeting were as follows:

There were 30 shareholders attending the Meeting by themselves, representing 5,166,680 shares. There were 32 shareholders assigning proxies to attend the Meeting, representing 1,089,487,220 shares. There were a total of 62 shareholders, representing 1,094,653,900 shares.

This accounted for 65.7953 per cent of the total 1,663,725,149 shares sold by the Company, thereby constituting a meeting quorum according to the Company's Articles of Association.

There were 12 directors participating in this Meeting, accounting for 100 per cent, the list as follows:

1.	Mrs. Asvini	Tailanga	Independent Director, and Chairman of the Board
			of Directors
2.	Mr. Surachai	Kanasa	Independent Director, Chairman of the Audit
			Committee, and Member of the Risk Management
			Committee
3. Mr. Chartchai	Uthaipan	Independent Director, Chairman of the Nomination
			and Remuneration Committee, Member of the
			Audit Committee, and Member of the Corporate
			Governance and Sustainable Development
			Committee
4.	Mr. Cherdchai	Pitiwacharakul	Director and President & CEO
			Member of the Investment Committee and
			Member of the Risk Management Committee

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Directors attending the Meeting via electronic media:

1. Adm. Sucheep	Whoungmaitree	Independent Director, Chairman of the Investment
		Committee, and Member of the Nomination and
		Remuneration Committee
2. Adm. Pichet	Tanaset	Independent Director, Chairman of the Risk
		Management Committee, and Member of the
		Corporate Governance and Sustainable
		Development Committee
3. Mr. Surapat	Malai	Independent Director, Chairman of the Corporate
		Governance and Sustainable Development
		Committee, and Member of the Audit Committee
4. Mr. Surachai	Chauphaeng	Director and Member of the Investment Committee
5. Mr. Mongkol	Valyasevi	Director and Member of the Nomination and
		Remuneration Committee
6. Mr. Luckchai	Patanacharoen	Director and Member of the Risk Management
		Committee
7. Mr. Roberto Jose R. Locsin	Director and Member of the Investment Committee
8. Mr.Veeris	Ammarapala	Director, Member of the Risk Management
		Committee, and Member of the Nomination and
		Remuneration Committee
The Company and its subsidiary's executives attending the Meeting:
1. Mr. Sombat	Yusamart	Senior Executive Vice President and Chief Financial Officer
		(CFO), and Deputy Managing Director for Management,
		Universal Utilities Pcl.
2. Mr. Sokul	Chuepakdee	Senior Executive Vice President and Chief Strategy and
		Business Development Officer (CSTBDO)
3. Mr. Bordin	Udol	Senior Executive Vice President and Chief Operating
		Officer (COO)
4. Mrs. Thidarut	Kraiprasit	Senior Executive Vice President and Chief Supporting
		Officer (CSO)
5. Miss Suwanna Korcharoenrat	Executive Vice President, Internal Audit Office

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6. Miss Kanyanart Viraphandu	Vice President, Company Secretary Office and
	Acting Vice President, Legal Affairs and Corporate
	Governance Office
Other notable participants were as follows:

• Mr. Wichien Khingmontri, Ms. Suthathip Srivarom, and Ms. Chutikarn Trakarnkitwichit, auditors from PricewaterhouseCoopers ABAS Ltd.
• Mr. Werawat Sukgesa inspected the vote counting and provided legal opinions, from a legal consultant, Legal Mind Company Limited

The Company informed the Meeting of the voting and vote counting procedures via a video clip, details as follows:

At the 2023 AGM via electronic media, each shareholder shall have one share per one vote, and shall be allowed to cast votes in one of the following manners: 1. Approval, 2. Disapproval, or 3. Abstention from voting. Vote splitting is not allowed.

Generally, a Meeting resolution shall be passed by a majority vote of the shareholders present at the Meeting and having voted. As for Agenda Item 8 regarding consideration and determination of remuneration and benefits for the Company's Board of Directors for 2023, a Meeting resolution shall be passed by at least two-thirds of the total votes of the shareholders present at the Meeting. A Meeting resolution shall be passed by the total votes of three-fourths of the shareholders present at the Meeting and entitled to vote for Agenda 9 Re: Consideration and approval for the Company's issuance and sale of debentures not exceeding Baht 16 billion (from Baht 8 billion), and for amendments to Articles 22, 34, 36, 37, 44, and 45 of the Company's Articles of Association.

Voting can be divided into two scenarios as follows:

Scenario 1For the shareholders present at the Meeting in person, they shall choose an agenda item for voting, and the system shall display three buttons for their voting choices, namely 1. Approval, 2. Disapproval, and 3. Abstention from voting. To cancel the recent voting, please Cancel. Voting choice could be changed until the announcement of a closure of the voting.

Scenario 2For the shareholders assigning proxies to attend the Meeting in their stead, if the shareholders do not express their intention to vote, the proxies shall have the right to consider and vote as appropriate. If the shareholders already cast votes in the proxy forms, the Company shall record such votes in the computer system upon their registration, and such votes shall be counted for passing a resolution.

Each shareholder shall assign only one proxy to attend the Meeting.

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There is only a period of one minute for the shareholders to vote after voting is open for each agenda item. Subsequent to the closing of voting for each agenda item, the voting outcome shall be announced to the Meeting accordingly.

If later on it was found out, according to the Company's verification, that the vote cast by the proxy was different from that specified by the shareholder, the proxy's vote shall become invalid.

Inventech Systems (Thailand) Co., Ltd. or INVENTECH was assigned to use the E-Voting software in counting votes at this Meeting. Only disapproval and abstention votes would be counted for each agenda item, and deducted from the total votes of those attending the Meeting. The net votes after the deduction would be counted as approval votes for that particular agenda item.

INVENTECH shall conduct vote counting upon each agenda item where voting is required. Relevant officers shall conclude voting results for reporting to the shareholders upon the completion of that particular agenda item. Then, a summary of voting results for respective agenda items shall be announced again, and shall be disclosed in the corporate website and to the Stock Exchange of Thailand (SET).

The shareholders wishing to pose questions or express opinions may choose specific agenda items may type questions in the Q&A space or through a video conference. Before asking a question, they shall provide their name, surname, and shareholder's status or proxy's information. To ensure that all the shareholders exercise the right to ask questions or express opinions on a broad-based basis and meeting time is managed, for each agenda item the Company would respond to questions from up to five persons in a sequential order through a video conference. The rest of the questions shall be typed in the Q&A space for the Company's further addressing and notetaking in the minutes of the Meeting.

Agenda 1Matters to be informed by the Chairman.

The Chairman informed that the Board of Directors had set a number of procedures for granting rights to minority shareholders to propose agenda items and nominate candidates for directors at the 2023 Annual General Meeting of Shareholders through the Company's website from September to November 2022, and provided relevant information to the SET. No minority shareholders proposed any agenda items or nominated any candidates for directors through the channels specified by the Company.

Before proceeding with the next agenda item, the Chairman assigned the AGM moderator to announce the closing of the voting and the voting results for all agenda items requiring voting.

For the agenda items 2 through 5 as well as 9 through 10, the Chairman assigned Mr. Cherdchai Pitiwacharakul, Director and President & CEO, to be proceeding with the Meeting.

For the agenda item 6 "To appoint an auditor and determine an audit fee for 2023", the Chairman assigned Mr. Surachai Kanasa, Chairman of the Audit Committee, to be proceeding with the Meeting.

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Fir the agenda item 7 "To elect directors to replace those retiring by rotation" and the agenda item 8 "To determine remuneration and benefits for the Company's Board of Directors for 2023", the Chairman assigned Mr. Chartchai Uthaipan, Chairman of the Nomination and Remuneration Committee, to be proceeding with the Meeting.

Agenda 2To certify the minutes of the Annual General Meeting of Shareholders (the "2022 AGM").

Mr. Cherdchai Pitiwacharakul, Director and President & CEO, clarified to the Meeting that the Company held the 2022 AGM on 29 April 2022 to consider a variety of issues as specified by law. Copies of the said minutes were submitted to the SET and the Ministry of Commerce, and were disclosed in the Company's website within 14 days from the meeting date. Details were as per the invitation letter.

The Meeting was asked to consider and adopt the minutes of the 2022 AGM. The voting for this agenda item shall be based upon a majority vote of the shareholders present at the Meeting and having voted. Then, the shareholders were allowed to raise additional questions or suggestions.

As there were no further comments or suggestions from the shareholders, Mr. Cherdchai Pitiwacharakul

proposed to the Meeting to adopt the 2022 AGM minutes.
Resolution:	The Meeting considered and resolved to adopt the 2022 AGM minutes with a majority vote of
	the shareholders present at the Meeting and having voted as follows:
	Approval	1,096,024,696	votes, representing	99.9954	per cent
	Disapproval	50,000	votes, representing	0.0045	per cent
	Abstention	8,109	votes

Agenda 3To acknowledge the Company's performance for 2022.

Mr. Cherdchai Pitiwacharakul asked the Meeting to view a video clip on a summary of the Company's operating results for 2022 and to acknowledge the progress of the bidding for the project regarding the main water pipeline system in the eastern region with the Treasury Department with details as follows:

Highlights of the Company's operating results in 2022 according to the sustainable development principles were as follows:

1. Economic dimension:

In 2022, the Company's sales and service revenues totaled Baht 4,262.90 million, down Baht 367.60 million, or 7.94%. This was mainly due to the decreased sale of raw water, while the costs of sales and services totaled Baht 2,670.08 million, down Baht 24.49 million, or 0.91% year-on-year.

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