Property Perfect PCL : Notification of the 2019 Annual General Shareholders'Meeting and dividend payment

(Translation)

PP. 040/2019

26 February 2019

Subject : Notification of the resolutions for the organization of the AGM for the year 2019, the payment of dividends and the issuance the debentures.

To : Director and Manager,

The Stock Exchange of Thailand.

Enclosure : Details of Long-term Debentures Planned to be issued and offered.

We, Property Perfect Public Company Limited (the "Company"), wish to notify the resolutions on the important agenda of the Board of Directors Meeting of the Company No. 2/2019, held on 26 February 2019, as follows:

1. Resolved for the submission to the Shareholders meeting for consideration and adoption of the performance results of the Board of Directors for the previous year of 2018 and the Annual Report.

• 2. Resolved for the submission to the Shareholders meeting for consideration and approval of the Statements of Financial Position and the Statements of Comprehensive

• Income of the Company for the fiscal year ended 31 December 2018.

• 3. Resolved for the submission to the Shareholders meeting for acknowledgement of the appropriation of a part of profit as a legal reserve in the amount of 60,000,000 Baht and resolved for the Company to pay dividends from the performance results of the fiscal year 2018 to the Shareholders of the Company in the number of 8,667,826,432 shares, at the rate of 0.066 Baht per share, totaling amount of dividends paid to the Shareholders not exceeding 572,076,545 Baht. Provided that it is the payment of dividends from the net profits in the amount of 1,197,564,454 Baht in accordance with the Company's separated financial statements which is in accordance with the Company's dividend payment policy. Provided that the said dividends will be paid from the net profits of the Company which are required to pay the Corporate Income Tax at the rate of 20%, whereby the Shareholders who receive the dividends, are able to credit their revenue at the rate of 25% of the dividends. The names of Shareholders who are entitled to receive dividends will be fixed on 10 May 2019 (Record Date), which the Company will pay dividends on 24 May 2019.

• 4. Resolved for the submission to the Shareholders meeting for consideration and approval to pay the remuneration for the performance results of the fiscal year 2018 to the Board of Directors of the Company in the amount not exceeding 15,000,000 Baht, whereby the Chairman of the Board is assigned to consider an allocation of the remuneration to each of the Directors as appropriate.

• 6. Resolved for the submission to the Shareholders meeting for consideration and approval of the payment of remuneration to the Board of Directors of the Company for the fiscal year 2019 in the amount not exceeding 10,000,000 Baht, whereby the Chairman of the Board is assigned to consider an allocation of the remuneration to each of the Directors as appropriate.

• 7. Resolved for the submission to the Shareholders meeting for consideration and appointment of Pricewaterhousecoopers ABAS Company Limited by Mr. Chanchai Chaiprasit, Certified Public Accountant No. 3760, and/or Mr. Pisit Thangtanagul,

5. Resolved for the submission to the Shareholders meeting for consideration as follows:

• 5.1 Re-election of Mr. Pornswat Katechulasriroj and Mr. Thongchai Jira-alongkorn, being the Directors due to retire by rotation on this occasion, to resume the offices as the Directors of the Company for another term.

• 5.2 Re-election of Mrs. Nuanual Swasdikula-Na-Ayudhya, being the Director due to retire by rotation on this occasion, to resume the office as the Director, Independent Director and Audit Committee Member of the Company for another term.

• 5.3 Re-election of Prof. Dr. Suchatvee Suwansawat, being the Director due to retire by rotation on this occasion, to resume the office as the Director, Independent Directors and Chairman of the Risk Management Committee of the Company for another term.

• 5.4 Election of Mr. Wason Srirattanapong as the new Director of the Company in place of the position of Mr. Phairat Senachack, being the Director due to retire by rotation on this occasion.

Therefore, the Board of Directors of the Company would comprise 14 members as follows:

3.	Mr. Wongsakorn
4.	Mr. Vidhya
5.	Miss Sirirat
6.	Mr. Wicharn
7.	Mr. Pornswat
8.	Mr. Wason
9.	Mr. Thongchai
10.	Mr. Ekamol
11.	Mr. Banlue
12.	Mrs. Nuanual
13.	Mr. Manit
14.	Prof. Dr. Suchatvee

1. Dr. Thanong	Bidaya	Chairman of the Board
2. Mr. Chainid	Adhyanasakul	Vice Chairman, Chairman
of the Executive Committee,
and Chief Executive Officer
Prasitvipat	Director and Managing Director
Nativivat	Director
Wongwattana	Director
Siriwetwarawut	Director
Katechulasriroj	Director
Srirattanapong	Director
Jira-alongkorn	Director
Kiriwat	Director and Independent Director
Chantadisai	Director, Independent Director and
Chairman of the Audit Committee
Swasdikula-Na-Ayudhya	Director, Independent Director
and Audit Committee Member
Suthaporn	Director, Independent Director
and Audit Committee Member
Suwansawat	Director, Independent Director
and Chairman of the Risk
Management Committee

Certified Public Accountant No. 4095, and/or Miss Nopanuch Apichatsatien, Certified Public Accountant No. 5266, as the Auditors of the Company for the fiscal year 2019, and fixing the remuneration of the Auditors in the amount not exceeding 3,000,000 Baht.

• 8. Resolved for the submission to the Shareholders meeting for consideration and approval for the Company to issue the long-term debentures (the "Debentures") in an amount not exceeding Five Billion Baht, with the details appearing in the Details of Long-term Debentures Planned to be issued and offered in Enclosure.

• 9. Resolved for the fixing of the date of the Annual General Meeting of Shareholders of the Company for the fiscal year 2019, to be held on Thursday, 25 April 2019, at 14.00 hrs., at Bu-nga Room, 3rd Floor, Golden Tulip Sovereign Hotel Bangkok, No. 92 Soi Saengcham, Rama IX Road, Kwaeng Huaykwang, Khet Huaykwang, Bangkok Metropolis, and fixing the Agenda for the Annual General Meeting of Shareholders of the Company for the fiscal year 2019 to be as follows:

  Agenda 1. To acknowledge the matters to be informed.

  Agenda 2.

  To consider and adopt the Minutes of Annual General Meeting of Shareholders of the Company for the fiscal year 2018.

  Agenda 3.

  To consider and adopt the performance results of the Board of Directors for the previous year and the Annual Report.

  Agenda 4.

  To consider and approve the Statements of Financial Position and the Statements of Comprehensive Income of the Company for the fiscal year ended 31 December 2018.

  Agenda 5.

  Agenda 6.

  To consider and approve the appropriation of profits and payment of dividends for the Company's performance results of the fiscal year 2018. To consider and approve the payment of remuneration to the Board of Directors.

  Agenda 7.

  Agenda 8.

  To consider and elect new Directors in place of those retiring by rotation. To consider and approve the payment of remuneration for the year 2019 to the Board of Directors.

  Agenda 9.

  To consider and appoint the auditors of the Company for the fiscal year 2019 and fix the remuneration.

  Agenda 10. To consider and approve for an issuance of Long-term Debentures in an amount not exceeding Five Billion Baht.

  Agenda 11. To consider other businesses (if any).

• 10. Resolved for the fixing of the names of Shareholders who are entitled to attend the Annual General Meeting of Shareholders for the fiscal year 2019 to be on 14 March 2019 (Record Date).

Please be informed accordingly.

Sincerely yours,

- Chainid Adhyanasakul - _____________________ Mr. Chainid Adhyanasakul Chief Executive Officer

Details of Long-term Debentures Planned to be issued and offered

Type	All types and all forms of debentures (subordinated and/or unsubordinated, secured or unsecured debentures), depending on prevailing market conditions at such time the debentures being issued and offered in each occasion.
Currency	Baht and/or any foreign currency using the exchange rate prevailing at such time the debentures are issued and offered in each occasion.
Total value of Debenture	Total amount not exceeding Five Billion Baht or equivalent in other currencies.
Maturity	Not over 8 years of date of issuance of Debentures in each occasion.
Offering	The Debentures will be offered in one or several occasions, and/or as a project, as a public offering and/or a private placement and/or to any foreign and/or local institutional investors and/or high net worth investors. Such offerings may be made in one time or several times in accordance with the notifications of the Capital Market Supervisory Board ("CSB") and/or other related rules and regulations in force at the time the debentures are issued and offered.
Premature Redemption	The holders of the Debentures and the Company may or may not be entitled to the right to premature redemption, subject to the terms and conditions of each issuance.
Interest Rate	Subject to the prevailing market conditions at the time of issue and offering or under terms and conditions of the Debentures issued at such time, it shall also be subject to notifications of the CSB and/or other related notifications, rules and regulations in force at such time the debentures are issued and offered.
Authorization	In relation to restrictions conditions and other details necessary and related to the issuance and offering of the Debentures; such as, its name, type, face value, offering price per unit, interest rate, appointment of Debentureholders' Representative, offering amount of each issuance, total amount, term, principal repayment method, allocation procedures, type of security, details of offering, period of redemption, redemption prior to maturity and registration of listing on the secondary market, etc., including applications for the approval from the agencies concerned, appointment of the advisor or other person concerning the issuance of the Debentures in accordance with the regulations concerned including doing any acts as necessary and related to the issuance and offering the Debentures of the Company, they are empowered to the authorized directors acting on behalf of the Company and/or the person(s) authorized by the authorized director(s) to consider and determine.
Objectives	 For use as the working capital and accommodation of expansion of business of the group of the Companies.   For acquiring land bank for development of projects. For repayment of debts.