Supalai : Invitation to attend the 2023 Annual General Meeting of Shareholders

SPL.046/2023 March 17, 2023 Subject

To Enclosures

Invitation to attend the 2023 Annual General Meeting of Shareholders Shareholders of Supalai Public Company Limited

1. A Notification of Meeting for Registration

1. The Annual Registration Statement (Form 56-1 One Report) and the Financial Statements of the year 2022 in the Format of QR Code as Shown in the Letter of Invitation to the Shareholders' Meeting
2. Biographies of Directors to be elected
3. The Article of Association Regarding the Shareholders' Meeting
4. Statements of Registration, Provision of Identification Evidence for Meeting Attendance, Proxy Authorization Procedures, and Vote Casting at Shareholders' Meeting
5. The Detail of Independent Directors to be the Proxy
6. Proxy Form A, B and C set up by the Department of Business Development
7. Location Map of the Company

Supalai Public Company Limited (SPALI) would like to invite all shareholders to attend the 2023 Annual General Meeting of Shareholders. The Shareholders can attend the Meeting on Monday, April 24, 2023 at 2.00 p.m., Convention Room, 33rd Floor, Supalai Grand Tower, 1011, Rama III Road, Chong Nonsi Subdistrict, Yannawa District, Bangkok, 10120, Tel. [phone] to consider matters in accordance with the agenda, including opinions of the Board of Directors as follows;

Agenda 1To acknowledge the directors' report on the Company's performance and to approve the Financial Statements for the year ended December 31, 2022.

Objectives & Rationale: The Company's operating performance 2022 can be found in the Annual Registration Statement (Form 56-1 One Report) attached together with this invitation as per details in Enclosure#2.The Company's financial statements for the year ended December 31, 2022 was reviewed by the Company's Audit Committee and audited by the Company's auditor. Based on the auditor's opinion, the consolidated financial statements of the Company and its subsidiaries was presented fairly in all material respects and in accordance with Thai Financial Reporting Standards, the details of which are attached in the Company's Annual Registration Statement (Form 56-1 One Report) as follows:

Summary of Consolidated Financial Statements

				Unit: Million Baht
		2022	2021	Increase / (Decrease)
Total Assets		79,924	71,432	8,492
Total Liabilities		32,461	28,506	3,955
Total Equities		47,463	42,926	4,537
Revenue from Sales of Real Estate		34,222	28,938	5,284
Total Revenues		35,501	29,647	5,854
Net Profit		8,173	7,070	1,103
Basic Earnings per Share (Baht/Share)		4.19	3.63	0.56
	- 1 -

Summary of Separate Financial Statements

			Unit: Million Baht
	2022	2021	Increase/ (Decrease)
Total Assets	74,699	66,686	8,013
Total Liabilities	31,007	27,469	3,538
Total Equities	43,692	39,217	4,475
Revenue from Sales of Real Estate	31,489	26,974	4,515
Total Revenues	32,633	27,661	4,972
Net Profit	7,622	6,613	1,009
Basic Earnings per Share (Baht/Share)	3.91	3.39	0.52

Opinion of the Board of Directors: It was appropriate to propose the Meeting for an approval of the Financial Statements for the year ended December 31, 2022, which was audited and certified by the external auditor, EY Company Limited as well as reviewed by the Audit Committee.

Resolution: This agenda shall be approved by the Meeting of shareholders by the majority votes of the shareholders attending and casting their votes at the Meeting.

Agenda 2To consider the allocation of profit for the year 2022 for distribution of dividend to shareholders at the rate of 1.45 baht per share.

Objectives & Rationale:It is the policy of the Company that will pay dividend to shareholders not less than 35 percent of net profit of the separate financial statements. In case of the Company has accumulate losses, not allowing the Company to pay dividend. According to the Company's Articles of Association Clause 36, the Company's Board of Directors may resolve to pay the interim dividend to shareholders in case the Company has adequate profits and subsequently inform the shareholders at the next Shareholders' Meeting.

This year 2022, the Company recorded a net profit of 7,621.72 million baht. The Company's Board of Directors considered to propose to Shareholders' Meeting to pay dividend form the operating performance of 2022 to shareholders at the rate of 1.45 baht per share amounting to 2,830 million baht or 37% of net profit. This is consistent with the dividend policy of the Company. However, the Board of Directors' 8/2022 resolution on August 9, 2022 had resolved to approve interim dividend payment 0.70 baht per share, the Company still has to pay the dividend for the second-half-year operations of 2022 at the rate of 0.75 baht per share.

The dividend will pay to shareholder whose name were shown on the record date of May 9, 2023. The dividend payment date is May 23, 2023.

- 2 -

The Dividend Payment Record

	Details of Dividend Payment	2022 (proposed)	2021
1. Net Profit (Baht)	7,621,715,515	6,612,647,042
2. Earning Per Share (Baht)	3.91	3.39
3. Dividend Per Share (Baht/Share)
3.1	Interim Dividend	0.70	0.50
3.2	Dividend for the Second-Half- Year	0.75	0.75
Total Dividend Payment (Baht/Share)	1.45	1.25
4. Payout ratio (%)	37	37

Opinion of the Board of Directors:The Meeting should acknowledge the interim dividend payment and approve the dividend payment from the net profit for the second-half-year operations of 2022 at the rate of 0.75 baht per share as proposed. The total dividend of 2022 will be 1.45 baht per share including the interim dividend for the first-half-year operations of 2022 at the rate of 0.70 baht per share. The dividend will be payable on May 23, 2023 to those shareholders who are entitled to receive the dividend as listed on the Record Date on May 9, 2023.

Resolution: This agenda shall be approved by the Meeting of Shareholders by the majority votes of the shareholders attending and casting their votes at Shareholders'.

Agenda 3To consider and approve to elect directors in replacement of those who are retired by rotation. Objectives & Rationale: According to Article 14 of the Company's Articles of Association, on each Annual General Meeting of shareholders, one-third(nearest to one-third)of the directors who served the Company longest must be retired by rotation; however, the retired directors may be re-elected.In this year, the name lists of the 4 directors who retired by rotation are as follows:

1.	Assoc.Prof.Dr.Virach	Aphimeteetamrong	Independent Director
2.	Mr.Anant	Gatepithaya	Independent Director
3.	Mrs.Ajchara	Tangmatitham	Director
4.	Mr.Krid	Chancharoensuk	Director

For nominating of directors, the Company made an announcement among minor shareholders to nominate some qualified candidates for the positions of the Company's directors via the Stock Exchange of Thailand's media channel as well as on the Company's website (www.supalai.com) from September 13, 2022 to November 14, 2022. Furthermore, the list of candidates proposed by the shareholders has been considered but found none was proposed.In selecting and nominating the candidates, the Nomination and Compensation Committee has carefully consideredthe qualified candidates based on their competencies, experiences, good working records, leadership, vision, virtue, ethics, good attitude to the Company as well as their dedication and availability sufficiently beneficial to the Company's operation.

In addition, the appropriate qualifications are taken into account which are consistent with the composition and the structure of directors in accordance with the business strategies of the Company. The persons nominated this time were carefullyand prudently scrutinizedby the Nomination and Compensation Committee and the Board of Directors considered that they were qualified for the Company's business operations and also took the name list nominated by shareholders into account. It was therefore deemed appropriate to re-elect Assoc. Prof.Dr.Virach Aphimeteetamrong, Mr.Anant Gatepithaya, Mrs.Ajchara Tangmatitham and Mr.Krid Chancharoensuk, who must retire by rotation, to hold the position of the director for another term. (Biographies of the 4 candidates are attached herewith in Enclosure#3)

- 3 -

Biographies of the 4 nominees to be re-elected

Details for consideration	1. Assoc.Prof.Dr.Virach Aphimeteetamrong
Proposed to be Independent Director
% Shareholding (not exceed 1 % of total shares)
- Number of shares (as at December 31, 2022)	2,791,632 shares
- % Shareholding	0.14%
Benefit and interest with the Company/ subsidiaries/
affiliated companies/ associated companies, or
juristic person(s) that might post conflict(s) at present
or in the past 2 years are as followed:
1. Being/ Not being a director who takes part in the	1. Not being a director who takes part in the management of
management of the Company, affiliated company,	the Company, affiliated company, associated company,
associated company, related company or advisor	related company or advisor who receives a regular salary
who receives a regular salary
2. Being or not being professional service providers	2.Not being professional service providers (e.g., auditors,
(e.g., auditors, legal advisor)	legal advisor)
3. Have/ not having business relationship	3. Not having business relationship
Length of Service	30 years 6 months (as at April 24, 2023)
	Should he be re-elected as a director, his entire tenure will be
	33 years 6 months
Number of Participation in 2022 / Total Meeting
- The Board of Directors	12/12 (100%)
- The Nomination and Compensation Committee	2/2	(100%)
- The Independent Committee	2/2	(100%)

Details for consideration	2. Mr.Anant Gatepithaya
Proposed to be Independent Director
% Shareholding (not exceed 1 % of total shares)
- Number of shares (as at December 31, 2022)	2,300 shares
- % Shareholding	0.0001%
Benefit and interest with the Company/ subsidiaries/
affiliated companies/ associated companies, or
juristic person(s) that might post conflict(s) at present
or in the past 2 years are as followed:
1. Being/ Not being a director who takes part in the	1. Not being a director who takes part in the management of
management of the Company, affiliated company,	the Company, affiliated company, associated company,
associated company, related company or advisor	related company or advisor who receives a regular salary
who receives a regular salary
2. Being or not being professional service providers	2.Not being professional service providers (e.g., auditors,
(e.g., auditors, legal advisor)	legal advisor)
3. Have/ not having business relationship	3. Not having business relationship

- 4 -

Details for consideration	2. Mr.Anant Gatepithaya
Proposed to be Independent Director
Length of Service	22 years 3 months (as at April 24, 2023)
	Should he be re-elected as a director, his entire tenure will be
	25 years 3 months
Number of Participation in 2022 / Total Meeting
- The Board of Directors	12/12 (100%)
- The Audit Committee	12/12 (100%)
- The Risk Management Committee	2/2	(100%)
- The Independent Committee	1/1	(100%)

		Details for consideration	3. Mrs.Ajchara Tangmatitham
		Proposed to be Director of the Board
Number of shares (as at December 31, 2022)	123,773,850 shares
	-	% of total shares	6.34 %
Listed Company		1
-	Number of companies	Director of the Board, Executive Vice President and Director
-	Type of director	of the Nomination and Compensation Committee of Supalai
			Public Company Limited
Other companies (non-listed companies)
-	Number of companies		4
-	Type of director	1.Director of Supalai Property Management Company Limited
			2.Director of Supalai Northeast Company Limited
			3.Director of Haadyai Nakarin Company Limited
			4.Director of Phuket Estate Company Limited
Position in competitors/related to company's	- None -
business
Length of Service	33 years 10 months	(as at April 24, 2023)
			Should he be re-elected as a director, his entire tenure will
			be 36 years 10 months
Number of Participation in 2022 / Total Meeting
- The Board of Directors	12/12 (100%)
- The Nomination and Compensation Committee	2/2	(100%)

		Details for consideration	4. Mr.Krid Chancharoensuk
		Proposed to be Director of the Board
Number of shares (as at December 31, 2022)	9,600 shares
	-	% of total shares	0.0005 %
Listed Company	1
-	Number of companies	Director of the Board, and Director of the Risk Management
-	Type of director	Committee of Supalai Public Company Limited

- 5 -