Quality Houses : Invitation to attend the 2023 Annual General Meeting of Shareholders

Invitation letter for the 2023 Annual General Meeting of Shareholders

(electronic meeting (e-AGM))

Quality Houses Public Company Limited

Friday 21st April 2023

Meeting starts at 10.30 a.m.

The Company arranges the 2023 Annual General Meeting of Shareholders

in electronic meeting (e-AGM) format only without arranging any meeting rooms

Online registration only to attend the meeting

**Shareholders, please study the registration process to attend the meeting according to the Electronic Meeting System User Manual in the meeting invitation letter**

Broadcast location: No.1 Q House Lumpini Building, South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120

Remark: This Annual General Meeting of Shareholders is an electronic meeting (e-AGM) to avoid the gathering of large numbers of people with high risk of spread of COVID-19 and provide convenience for shareholders to join the AGM via electronic meeting system without travelling to the meeting.

Contents

Invitation Letter for the 2023 Annual General Meeting of Shareholders

		Page
1. Invitation to attend the 2023 Annual General Meeting of Shareholders	1
(electronic meeting (e-AGM))
2. Enclosures
2.1 Factual Details and Reasons of the Agendas for Shareholders' Consideration	7
	(Enclosure No.1)
2.2	The Copy of the Minutes of the 2022 Annual General Meeting of Shareholders	22
	(Enclosure No.2)
2.3	The Information of the Company's Directors who appointed to be Directors	40
	(Enclosure No.3)
2.4	Conditions and Procedures for e-Registration and the Appointment of Proxies to	49
	Attend the 2023 Annual General Meeting of Shareholders (electronic meeting
	(e-AGM)) (Enclosure No.4)
2.5	The Information of the Independent Directors who represent as Proxy for	52
	Shareholders (Enclosure No.5)
2.6	The Company's Articles of Association relating to the Annual General Meeting of	53
	Shareholders and Voting Procedures (Enclosure No.6)
2.7	Personal Data Protection Guideline (Privacy Notice) In accordance with the Personal	57
	Data Protection Act B.E. 2562 (Enclosure No.7)
2.8	Request Form for the Form 56-1 One Report 2022 (Enclosure No.8)	59
2.9	Procedures for attending 2023 Annual General Meeting of Shareholders via	60
	electronic meeting (Enclosure No.9)
2.10 User Manual e-Shareholder Meeting System (DAP e-Shareholder Meeting)	61
	(Enclosure No.10)
2.11 Proxy (Form A,B, C)	78

(Translation)

Agenda 2 To consider acknowledging the Company's 2022 operating performance

The Board's opinion:

The Board of Directors agreed to propose the Shareholders' Meeting for consideration and acknowledgement of the Company's operating performance of the year 2022.

The meeting resolution:This agenda is for acknowledgement, therefore there is no vote casting

Agenda 3 To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022 audited by the certified public accountant

The Board's opinion:

The Board of Directors agreed to propose the Shareholders' Meeting for consideration and approval of the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2022 which have been audited by the certified public accountant and approved by Audit Committee Meeting.

The meeting resolution: Majority of votes of the shareholders present and voting at the meeting

Agenda 4 To consider and approve the dividend payment for the year 2022

The Board's opinion:

The Board of Directors agreed to propose the Shareholders' Meeting for consideration and approval of the dividend payment for the year 2022 by cash at the rate of THB 0.14 per share. Since the Company has paid interim dividend at the rate of THB 0.04 on September 8, 2022, the Company still has to pay dividend from the net profit of the second-half of the year 2022 at the rate of THB 0.10 per share which is according to the Company's dividend policy and the date of dividend payment will be on May 18, 2023. Regarding the allocation for legal reserve, the Company has allocated the legal reserve at the required amount by law of 10% of the registered capital of the Company.

The meeting resolution: Majority of votes of the shareholders present and voting at the meeting

Agenda 5 To consider and approve the appointment of the Company's directors in place of the directors who are retired by rotation

The Board's opinion:

The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee since there are criterions of nomination by considering from their

Page 2

(Translation)

qualification, therefore the Board of Directors would like to propose the Shareholders' Meeting for consideration and approval to appoint an independent director instead of independent director who considered not to be nominated to be a director for another term also to propose the Shareholders' Meeting for consideration and approval to re-appoint the other three directors of the Company who would be retired by rotation this year to be directors and independent directors of the Company for another term, name list are as follows:

1.	Mr. Boonsom	Lerdhirunwong	as an independent director for another term.
2. Mr. Naporn	Sunthornchitcharoen	as a director for another term.
3. Mr. Chalerm	Kiettitanabumroong	as a director for another term.
4. Mrs. Tipawan	Chayutimand	as an independent director instead of
			Mr. Adul Vinaiphat who retired by rotation and
			considered not to be nominated to be a director

The persons who have been proposed to be directors in this year have been passed the Company's procedure and qualification with related criteria with suitability to the Company's Business. Board of Directors has considered that person to be nominated as an independent director have met the qualification according to the relevant laws of independent director specification shown in Page 8- 10. Moreover, there was no shareholder proposing the name of director to be considered.

The meeting resolution: Majority of votes of the shareholders present and voting at the meeting

Agenda 6 To consider and approve the directors' remuneration for the year 2023 The Board's opinion:

The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee which has an approval to propose such to the Shareholders' Meeting for consideration and approval for the remuneration of directors and sub-committee members for the year 2023 in the amount of not exceeding THB 12 million.

The meeting resolution: Votes of not less than two-thirds of the total votes of the shareholders present at the meeting

Agenda 7 To consider and approve the directors' bonus for the year 2022

The Board's opinion:

The Board of Directors has considered and agreed with the proposal of the Nomination and Remuneration Committee which has an approval to propose such to the Shareholders' Meeting for consideration and approval of 2022 annual bonus compensation for all directors of not exceeding THB 13 million.

Page 3