Buriram Sugar Public Co. Ltd.SET: BRR

Invitation Letter of the 2026 Annual General Meeting of Shareholders

· Issued by Buriram Sugar Public Co. Ltd.


Invitation to the Annual General Meeting of Shareholders 2026 Buriram Sugar Public Company Limited

Friday, 24 April 2026 at 10:00 AM (Registration starts at 9:00 AM) The meeting will be conducted exclusively via electronic

Note:

Shareholders and/or proxies are requested to review the registration details for the E-Meeting format, prepare identity verification documents, and familiarize themselves with the voting procedures and meeting participation process. Alternatively, shareholders may consider granting a proxy to the company's independent director to attend the meeting and vote on their behalf, as outlined in Enclosure 7 and 8.

No. BRR 2026/006

Subject Invitation to the Annual General Meeting of Shareholders 2026 To Shareholders of Buriram Sugar Public Company Limited

26 March 2026

Enclosure 1. A copy of the minutes of the 2025 Annual General Meeting of Shareholders, held on April 24, 2025

(for consideration under Agenda 1)

  1. The 2025 Annual Report and Financial Statements as of December 31, 2025, in QR Code format (for consideration under Agenda 2 and 4)

  2. Profiles of the directors proposed for reappointment (for consideration under Agenda 6)

  3. The scope of authority and responsibilities of the Board of Directors, independence of the Board, and the definition of an independent director (for consideration under Agenda 6)

  4. Profiles of the proposed principal auditors (for consideration under Agenda 8)

  5. Relevant sections of the company's Articles of Association regarding the shareholders' meeting

  6. Guidelines for the 2026 Annual General Meeting of Shareholders and the acceptance for the invitation of online meeting form

  7. Instructions for using the electronic meeting system

  8. Information on independent directors who are authorized to receive proxies

  9. Proxy Forms A, B, and C (Enclosure 10.1, 10.2, and 10.3, respectively)

  10. Personal Data Protection Notice

  11. Form of Submitting Questions in Advance for the 2026 Annual General Meeting of Shareholders

The Board of Directors' Meeting of Buriram Sugar Public Company Limited (the "Company") No. 2/2026, held on Thursday, 26 February 2026, resolved to convene the 2026 Annual General Meeting of Shareholders on Friday, 24 April 2026 at 10:00 hours. The meeting will be conducted solely via electronic. The Record Date for determining the list of shareholders entitled to attend the meeting is set on 13 March 2026, to consider the matters in accordance with the following agenda items:

Agenda 1 Consideration and Approval of the Minutes of the 2025 Annual General Meeting of Shareholders held on Thursday, April 24, 2025 Facts and Rationale: The Company has prepared the minutes of the 2025 Annual General Meeting of Shareholders, which was held on 24 April 2025. The preparation was completed within 14 days from the meeting date and was submitted to the Stock Exchange of Thailand and the Ministry of Commerce within the legally prescribed period, as detailed in Enclosure 1. Board of Directors' Opinion: The Board of Directors considers that the minutes have been accurately recorded and deems it appropriate to propose the minutes of the 2025 Annual General Meeting of Shareholders for approval by the shareholders' meeting. The details of the meeting minutes are provided in Enclosure 1. Voting Requirement: This agenda item shall be approved by a majority vote of the shareholders attending the meeting and casting their votes. Agenda 2 Acknowledgement of the Company's Operating Results for the Year 2025 Facts and Rationale: The Company has summarized its operating results and significant changes during the year 2025, as presented in the 2025 Annual Report, which is provided in Enclosure 2 in QR Code format. Board of Directors' Opinion: The Board of Directors deems it appropriate to propose that the shareholders' meeting acknowledge the Company's operating results and significant changes for the year 202 5. Voting Requirement: As this agenda item is for acknowledgment only, no voting is required from the shareholders. Agenda 3 Consideration and Approval of the reduction of the Company's registered capital and the amendment to Clause 4 of the Memorandum of Association Facts and Rationale: In connection with the Company's intention to issue and offer warrants to purchase newly issued ordinary shares to existing shareholders in proportion to their shareholding (Rights Offering), the Company is required to increase its registered capital to accommodate the exercise of such warrants. However, pursuant to the Public Limited Companies Act B.E. 2535 (1992), as amended (the "Public Limited Companies Act"), a company may increase its registered capital by issuing new shares only when all previously issued shares have been fully subscribed and paid up, or, if shares remain unsold, such remaining shares must have been reserved for the exercise of convertible debentures or warrants. Currently, the Company has 243,629,392 unissued shares, which were reserved for the exercise of warrants to purchase newly issued ordinary shares of Buriram Sugar Public Company Limited No. 1 ("BRR-W1") and No. 2 ("BRR-W2"). Such warrants expired on 11 August 2023 and 13 February 2026, respectively, as approved by the Extraordinary General Meeting of Shareholders No. 1/2023 held on 23 January 2023. Accordingly, the Company is required to reduce its registered capital by cancelling the unissued ordinary shares and to amend Clause 4 of the Memorandum of Association to reflect such

reduction of registered capital. This reduction of capital by cancelling unissued shares will not affect the Company's paid-up capital in any way.

The Board of Directors' Meeting No. 2/2026, held on 26 February 2026, resolved to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the reduction of registered capital by cancelling 243,629,392 unissued ordinary shares, equivalent to THB 243,629,392, from the current registered capital of THB 1,055,729,798 (1,055,729,798 shares), resulting in a new registered capital of THB 812,100,406 (812,100,406 shares), with a par value of THB 1 per share, and the amendment to Clause 4 of the Memorandum of Association to reflect such reduction, as follows:

"Clause 4.

Registered Capital THB 812,100,406 (Eight Hundred Twelve Million One Hundred Thousand Four Hundred Six Baht) Divided into 812,100,406 shares (EightHundredTwelve MillionOne HundredThousand Four HundredSix Shares) Par value per share THB 1.00 per share (One Baht)

Classified into

Ordinary shares 812,100,406 shares (Eight Hundred Twelve Million One Hundred Thousand Four Hundred Six Shares) Preferred shares - shares"

Board of Directors' Opinion: The Board of Directors deems it appropriate to propose that the shareholders' meeting approve the reduction of registered capital by cancelling 243,629,392 unissued ordinary shares (THB 243,629,392) from the current registered capital of THB 1,055,729,798 (1,055,729,798 shares), resulting in a new registered capital of THB 812,100,406 (812,100,406 shares), with a par value of THB 1 per share, and the amendment to Clause 4 of the Memorandum of Association. In addition, the Board deems it appropriate to propose that the 2026 Annual General Meeting of Shareholders approve the authorization of the Board of Directors and/or the Chief Executive Officer and/or any person designated by the Board of Directors and/or the Chief Executive Officer to have the authority to determine, amend, and/or change any details relating to the reduction of registered capital, including amendments or changes to any applications or documents relating to the registration thereof. Voting Requirement: As this agenda item requires an affirmative vote of not less than three-fourths (3/4) of the total votes of the shareholders present at the meeting and entitled to vote. Agenda 4 Consideration and Approval of the Company's Financial Statements for the Fiscal Year Ended December 31, 2025 Facts and Rationale: The Board of Directors has prepared the financial statements for the fiscal year ended 31 December 2025, which have been audited and certified by the Company's certified public accountant. These financial statements are presented to the shareholders for approval at the 2026 Annual General Meeting of

Shareholders in accordance with Section 112 of the Public Limited Companies Act B.E. 2535 (1992), as detailed in Enclosure 2.

Board of Directors' Opinion: The Board of Directors recommends that the shareholders' meeting consider and approve the Company's financial statements for the fiscal year ended 31 December 2025. These financial statements have been audited and certified by the Company's certified public accountant from EY Office Limited and have been reviewed and approved by the Audit Committee. Voting Requirement: This agenda item shall be approved by a majority vote of the shareholders attending the meeting and casting their votes. Agenda 5 Consideration and Approval of Dividend Payment for the Operating Results of the Fiscal Year Ended December 31, 2025, and Allocation of Net Profit as Legal Reserve Facts and Rationale: Pursuant to Section 116 of the Public Limited Companies Act, a public limited company is required to allocate a portion of its annual net profit as a legal reserve of not less than 5% of the annual net profit, less accumulated losses brought forward (if any), until such reserve reaches not less than 10% of the registered capital, unless the Company's Articles of Association or other applicable laws require a higher reserve. The Company has already fully allocated its legal reserve in accordance with the requirement of 10% of its registered capital.

In addition, it is proposed that a dividend be paid from the net profit based on the consolidated financial statements for the year 2025 to the Company's shareholders for 812,100,406 ordinary shares at the rate of THB

0.165 per share, totaling THB 133,996,566.99. This represents a dividend payout ratio of 50% of the Company's net profit based on the consolidated financial statements, which is in line with the Company's dividend policy. It is further proposed to fix the Record Date for determining the shareholders entitled to receive dividends on 7 May 2026, and the dividend payment date on 22 May 2026 (within one month from the date of approval by the shareholders' meeting).

Board of Directors' Opinion: The Board of Directors deems it appropriate to propose that the shareholders' meeting consider and approve the dividend payment for the operating results for the year ended 31 December 2025. A summary of the comparison of dividend payments and the Company's dividend policy is as follows: Summary of Comparative Details of Dividend Payments for 2023 - 2025

Dividend Payment Details

Operating Results Ended 31 December 2023

Operating Results Ended 31 December 2024

Operating Results Ended 31 December 2025

Net Profit Based on

Consolidated Financial Statements (Million THB)

539.78

(Net Profit from BRR's

Consolidated Financial Statements)

1,021.83

(Net Profit from BRR's

Consolidated Financial Statements)

266.43

(Net Profit from BRR's

Consolidated Financial Statements)

Number of Shares for Dividend Payment

(Million Shares)

812.10

812.10

812.10

Dividend Paid per Share

(THB per Share)

0.20

0.50

0.165

Total Dividend Payment (Million THB)

162.42

406.05

133.99

Dividend Payout Ratio

30.00%

40.00%

50.00%

In Compliance / Not in Compliance

with Dividend Policy (Specify Reason)

Not in compliance with the

Company's dividend policy, as the Company needs to retain funds for working capital and investment purposes.

Not in compliance with the

Company's dividend policy, as the Company needs to retain funds for working capital and investment purposes.

In compliance with the

Company's dividend policy

Note: The Company has a dividend payment policy of distributing at least 50% of net profit each year after corporate income tax and statutory reserve allocation. However, the Company may determine a lower dividend payout ratio than the stated policy, depending on its operating performance, financial position, liquidity, business expansion requirements, and working capital needs. Voting Requirement: This agenda item shall be approved by a majority vote of the shareholders attending the meeting and casting their votes Agenda 6 Consideration and Approval of the Appointment of Directors in Place of Those Retiring by Rotation for the Year 2026 Facts and Rationale: According to Section 71 of the Public Limited Companies Act B.E. 2535 (1992) and Article 15 of the Company's Articles of Association, at every Annual General Meeting of Shareholders, one -third (1/3) of the total number of directors shall retire from office . If the number of directors is not evenly divisible by three, the number closest to one-third (1/3) shall retire.

In the first and second years following the Company's registration, the directors to retire shall be determined by drawing lots. In subsequent years, the directors who have been in office the longest shall retire. The retiring directors are eligible for re-election.

For this year, a total of four (4) directors are due to retire by rotation, as follows:

  1. Assoc. Prof. Dr. Schitt Laowattana

    Independent Director, Chairman of the Board of Director

  2. Mr. Surachai Kositsareewong

    Independent Director, Chairman of Audit Committee, Chairman of Nomination and Remuneration Committee, Chairman of Corporate Governance and Sustainability Committee

  3. Mr. Tarate Poshyananda

    Independent Director, Audit Committee Member, Nomination and Remuneration Committee Member, Corporate Governance and Sustainability Committee Member

  4. Mr. Kitipat Chollavuth Non-Executive Director

The nomination of individuals to be appointed as directors of the Company on this occasion has been conducted in accordance with the Company's established procedures. The Nomination and Remuneration Committee and the Board of Directors have duly considered and approved the selection process based on defined criteria and screening procedures, with careful and prudent consideration. The selected candidates possess knowledge and experience in finance, accounting, law, technology, and innovation, as well as qualifications aligned with the Company's strategy, objectives, and business operations. The Board Skill Matrix has been applied as a tool in the consideration process. In addition, their qualifications have been reviewed in accordance with the Public Limited Companies Act B.E. 2535 (1992), as amended, the notifications of the Securities and Exchange Commission, the Capital Market Supervisory Board, the Stock Exchange of Thailand, and other relevant regulations.

For the selection of independent directors, in addition to the above criteria, consideration has also been

given to the definition of independent directors and related legal requirements, as detailed in Enclosure No. 4.

Furthermore, the Company has provided shareholders with an opportunity to nominate qualified individuals, who do not possess any prohibited characteristics under the law, for consideration as directors of the Company in accordance with the specified criteria and procedures. This was disclosed on the Company's website from 20 October 2025 to 30 January 2026.

However, despite providing shareholders with a three-month advance period to propose agenda items, nominate candidates for directorship, and submit questions or suggestions for the 2026 Annual General Meeting of Shareholders in accordance with good corporate governance principles regarding shareholder rights, no shareholder proposed any candidate for consideration. The Board of Directors has been duly informed of this matter.

Board of Directors' Opinion: The Board of Directors, excluding directors with vested interests in this agenda item, has considered and deemed it appropriate to propose that the shareholders' meeting approve the re-election of four directors who are due to retire by rotation to serve another term, as follows:
  1. Assoc. Prof. Dr. Schitt Laowattana

    (Possesses expertise in business, management, technology, innovation, and corporate governance) Proposed to be reappointed as Chairman of the Board and Independent Director

  2. Mr. Surachai Kositsareewong

    (Possesses expertise in business, management, strategic planning, accounting, auditing, finance, and investment management)

    Proposed to be reappointed as Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee, Chairman of the Corporate Governance and Sustainability Committee, and Independent Director

  3. Mr. Tarate Poshyananda

    (Possesses expertise in accounting, auditing, finance, and investment management)

    Proposed to be reappointed as Member of the Audit Committee, Member of the Nomination and Remuneration Committee, Member of the Corporate Governance and Sustainability Committee, and Independent Director

  4. Mr. Kitipat Chollavuth

(Possesses expertise in accounting, auditing, finance, and investment management) Proposed to be reappointed as Non-Executive Director

The Board of Directors and the Nomination and Remuneration Committee, excluding directors with vested interests in this agenda item, are of the opinion that the four directors who are due to retire by rotation in 2026 possess knowledge, capabilities, and experience beneficial to the Company's business operations. Based on their past performance, they have provided valuable opinions and recommendations that contribute to the Company's development, and have effectively performed their duties within the scope of the Board's authority. They also possess all qualifications required under the Public Limited Companies Act and do not have any prohibited characteristics under the regulations of the Securities and Exchange Commission.

Details of the profiles of the four directors proposed for re-election are provided in Enclosure No. 3. The

scope of duties and responsibilities of the Board of Directors, as well as the definition of independent directors, are set out in Enclosure No. 4.

Voting Requirement: This agenda item shall be approved by a majority vote of the shareholders attending the meeting and casting their votes. Directors who have vested interests in this agenda item shall abstain from voting, and their shares shall be excluded from the vote count. The Company will propose the appointment of each director on an individual basis. Agenda 7 Consideration and Approval of the Remuneration for the Board of Directors and Subcommittees for 2026

Facts and Rationale: The Nomination and Remuneration Committee has considered the determination of remuneration for the Company's directors and sub-committee members by taking into account the Company's operating results in the past year, as well as the performance and responsibilities of the directors. The remuneration has also been benchmarked against comparable businesses or industries similar to or in line with the Company. The proposed remuneration has then been submitted to the Board of Directors for consideration and approval. The remuneration for the year 2026 is proposed to remain within the existing approved limit, with total monetary compensation not exceeding THB 8,000,000 and to propose adjustments to the monthly remuneration of the Chairman of the Board and the Board of Directors' meeting allowances, with details as follows:

Monthly Remuneration (Baht/month):

It is proposed to increase the monthly remuneration of the Chairman of the Board from THB 15,000 to THB 25,000 (pro-rated based on the period of service).

Meeting Allowance (Baht/meeting):

It is proposed to increase the Board of Directors' meeting allowance with the following new rates:

  • Chairman of the Board: from THB 7,500 to THB 15,000 (pro-rated based on the period of service)

  • Director: from THB 5,000 to THB 10,000 (pro-rated based on the period of service) Annual Remuneration (Baht/year):

It is proposed to remain at the same rate as in 2025 (pro-rated based on the period of service).

There are no other benefits or privileges provided apart from the monetary remuneration mentioned above. The total remuneration shall not exceed THB 8,000,000, and such remuneration shall be effective from the 2026 calendar year onwards.

Monthly remuneration (Baht/month), Meeting allowance (Baht/meeting), and Bonus (Baht/year)

Position

Year 2026 (Proposed Year)

Year 2025

Monthly

Compensation (THB/Month)

Meeting Allowance (THB/Meeting)

Bonus (THB/

Year)

Monthly

Compensation (THB/Month)

Meeting

Allowance (THB/Meeting)

Bonus (THB/

Year)

Chairman of the Board of Directors

25,000

15,000

400,000

15,000

7,500

400,000

Director

10,000

10,000

150,000

10,000

5,000

150,000

Chairman of the Audit Committee

15,000

-

150,000

15,000

-

150,000

Position

Year 2026 (Proposed Year)

Year 2025

Monthly

Compensation (THB/Month)

Meeting Allowance (THB/Meeting)

Bonus (THB/

Year)

Monthly

Compensation (THB/Month)

Meeting

Allowance (THB/Meeting)

Bonus (THB/

Year)

Audit Committee

10,000

-

100,000

10,000

-

100,000

Chairman of the Nomination and Remuneration Committee

-

15,000

-

-

15,000

-

Nomination and Remuneration Committee

-

10,000

-

-

10,000

-

Chairman of the Risk Management Committee

15,000

-

150,000

15,000

-

150,000

Risk Management Committee

10,000

-

100,000

10,000

-

100,000

Chairman of the Governance and Sustainability Committee

-

15,000

-

-

15,000

-

Governance and Sustainability Committee

-

10,000

-

-

10,000

-

Chairman of the Executive Director

15,000

-

150,000

15,000

-

150,000

Executive Director

10,000

-

100,000

10,000

-

100,000

Remarks

  1. Special Bonus based on the 2025 performance No Providing

  2. Other Benefits No other benefits

In addition, it is proposed that the remuneration payments take effect from the calendar year 2026 onward until the shareholders resolve otherwise.

Board of Directors' Opinion: It is deemed appropriate to propose that the shareholders' meeting consider and approve the remuneration of the Company's directors and sub-committee members for the year 2026, excluding remuneration of directors in the Company's subsidiaries, within a total amount not exceeding THB 8,000,000 per year. It is also proposed to increase the monthly remuneration of the Chairman of the Board to THB 25,000, and to increase the meeting allowance to THB 15,000 for the Chairman of the Board and THB 10,000 for directors. The annual remuneration is proposed to remain at the same rate as in 2025. Such remuneration shall be effective from the 2026 calendar year onwards. Voting Requirement: It shall be approved by a vote of not less than two-thirds of the total votes of the shareholders present at the meeting. Agenda 8 Consideration and Approval of the Appointment of the Auditor and the Determination of the Auditor's Remuneration for the Year 2026 Facts and Rationale: According to the company's Articles of Association, Clause 32 (5), and Section 120 of the Public Limited Companies Act B.E. 2535, the annual general meeting of shareholders is required to appoint the auditor and determine the audit fee. In this regard, the company proposes that the shareholders' meeting consider and approve the appointment of auditors from EY Office Limited as the company's auditors for the year 2026. The Audit Committee has reviewed their qualifications, independence, and appropriateness, confirming that the proposed auditors have no relationships or conflicts of interest with the company, its subsidiaries, executives, major shareholders, or related persons. The list of proposed auditors is as follows (the profiles of the lead auditors are provided in Enclosure 5).

List of Names

Certified Public Accountant (CPA) License No.

Number of years auditing the company

1. Mr. Serm Borisutthikhun (Lead Auditor) and/or

9452

2

2. Ms. Krongkaew Limpkittikul and/or

5874

-

3. Mr. Nattawut Santiphet and/or

5730

-

Note: In the event that any of the auditors listed above are unable to perform their duties, EY Office Limited shall appoint another auditor from EY Office Limited to serve as the company's auditor in their place.

Board of Directors' Opinion: The Board of Directors and the Audit Committee recommend that the shareholders' meeting consider and approve the appointment of Mr. Serm Borisutthikun, CPA No. 9452 (Lead Auditor), and/or Ms. Krongkaew Limpikitikul, CPA No. 5874, and/or Mr. Nattawat Santiphet, CPA No. 5730, from EY Office Limited as the auditors for the company and its subsidiaries (the company and subsidiaries will use auditors from the same audit firm) for the year 2026. This recommendation is based on the fact that the proposed auditors are independent, qualified, and have no relationships or interests with the company, its subsidiaries, executives, major shareholders, or persons associated with them. Additionally, it is proposed that the compensation for the company's auditors and its subsidiaries be set as follows:

Unit: Baht/year

Item

Year 2026 (Proposed)

Year 2025

1.Audit Fee

- The company

1,350,000

1,350,000

- Subsidiaries

4,160,000

4,160,000

  1. Non-audit fee/ Out-of-pocket

    • The company

    • Subsidiaries

N/A

N/A

  1. Non-audit service

    • The company

    • Subsidiaries

N/A

N/A

Total

5,510,000

5,510,000

The audit fee for the company proposed for approval in 2026 is 1,350,000 baht, at the same rate as in 2025. This fee does not include other actual expenses (out-of-pocket expenses), taxes, or additional service fees. The out-of-pocket expenses will include primary costs such as travel, accommodation, telecommunications, postage, photocopying, and document reproduction, and will be charged based on actual expenses.

Therefore, the Board of Directors and the Audit Committee recommend proposing for the shareholders' meeting to approve the auditor's fee for the year 2026 as detailed above.

Voting Requirement: The resolution will be based on the majority of votes cast by the shareholders present at the meeting. Agenda 9 Consideration of other matters (if any)

The Company has published this Notice of the 2026 Annual General Meeting of Shareholders, together with the meeting documents, proxy forms, and the 2025 Annual Registration Statement/Annual Report (Form 56-1 One Report), on the Company's website at https://www.buriramsugar.com/en/investor-relations/shareholder/shareholders-meeting?year=2026 under the section "Information for Common Shareholders" and sub-section "Shareholders' Meeting" on 26 March 2026.

The Company hereby invites all shareholders to attend the 2026 Annual General Meeting of Shareholders on 24 April 2026 at 10:00 hours, which will be conducted via electronic means (E Meeting) only. The meeting will be conducted in accordance with the Company's Articles of Association relating to shareholders' meetings, as detailed in Enclosure No. 6.

For the convenience and benefit of all shareholders, the Company kindly requests your cooperation in complying with the guidelines regarding registration documents, proxy procedures, registration process, voting procedures, and vote counting methods, as detailed in Enclosure No. 7. Instructions for using the electronic meeting system are provided in Enclosure No. 8.

If any shareholder wishes to appoint another person to attend and vote on their behalf at the meeting, please complete either Proxy Form A or Form B, as provided in Enclosures No. 10.1, 10.2, or 10.3, and submit it to the Company prior to the meeting. For foreign shareholders who appoint a custodian in Thailand to hold and safeguard their shares, please use Proxy Form C as provided in Enclosure No. 10.3. In the event that shareholders are unable to attend the meeting, they may appoint an independent director of the Company as

their proxy to attend and vote on their behalf. Details of the independent directors who may serve as proxy holders are provided in Enclosure No. 9.

The Company recognizes the importance of personal data protection and the rights of data subjects under applicable laws. Accordingly, the Company has established a Privacy Policy in compliance with the Personal Data Protection Act B.E. 2562 (2019). Details of the Personal Data Protection Notice and the Privacy Policy are provided in Enclosure No. 11.

In order to ensure that you receive the maximum benefit from the shareholders' meeting and to fully protect your rights, if you have any questions regarding the agenda items of this meeting, you may submit your questions in advance via email at companysecretary@brr.co.th or by post to Buriram Sugar Public Company Limited, Bangkok Office, by 23 April 2026 at 17:00 hours, as detailed in Enclosure No. 12.

Sincerely,

(Assoc. Prof. Dr. Schitt Laowattana) Chairman of the Board of Director



(Translation)

Minutes of 2025 Annual General Meeting of Shareholders Buriram Sugar Public Company Limited ("the Company") Thursday 24 April 2025, 10.00 a.m. Enclosure No. 1

Date, time, and location

The meeting was held on Thursday, April 24, 2025, at 10:00 a.m. via electronic media (E-AGM) by the Electronic Meeting Act B.E. 2020, including other relevant laws and criteria.

Directors attending the meeting via electronic media (E-AGM)

  1. Mr. Sirichai Sombutsiri Chairman of the Board of Directors (Independent Director)

    (Chairman of the meeting)

  2. Assoc. Prof. Dr. Djitt Laowattana Independent Director, Chairman of Audit Committee,

    Member of Corporate Governance and Sustainability Committee and Member of Nomination and Remuneration Committee

  3. Mr. Surachai Kositsareewong Independent Director, Audit Committee Member, Chairman

    of Corporate Governance and Sustainability Committee Member and Chairman of Nomination and Remuneration Committee Member

  4. Mr. Anant Tangtongwechakit Director, Chairman of Executive Committee, Member of

    Risk Management Committee, and Chief Executive Officer and Managing Director

  5. Mr. Adisak Tangtrongweachakit Director, Executive Director, Chairman of Risk Management

    Committee, Member of Corporate Governance and Sustainability Committee, and Member of Nomination and Remuneration Committee

  6. Air Chief Marshal Saritpong Wattanavrangkul Independent Director and Member of Audit Committee

  7. Mr. Kitipat Chollavuth Non-Executive Director

  8. Mrs. Wanphen Punyaniran Director

  9. Mrs. Jirawan Pongpichitkul Director, Executive Director, and Risk Management

    Committee

  10. Miss Chittima Tangtrongwechakit Director, Executive Director, and Risk Management

    Committee

  11. Mr. Sarit Tangtrongwechakij Director, Executive Director, and Risk Management

Committee

All 11 directors attended the meeting, representing 100% attendance.

Minutes of the 2024 Annual General Meeting of Shareholders 1/18

Buriram Sugar Public Company Limited

Executives Attending the Meeting



1. Mr. Vichate

Tantiwanich

Advisor to the Board of Directors

2. Mr. Adul

Suravadhikul

Deputy Managing Director of Domestic and Foreign Investment

3. Mr. Pitak

Chaosoun

Deputy Managing Director of the Operations Division.

4. Miss. Paveena

Sukhakit

Deputy Managing Director of Domestic and International Sales

5. Mr. Somyot

Changyongsuwan

Finance and Accounting Director (CFO)

6. Mr. Krit

Panmetanee

Deputy Director of Accounting and Finance (supervising accounting)

7. Miss Natnicha

Punyaniran

Company Secretary and Assistant Managing Director of Accounting

and Finance.

Associates Attending the Meeting

  1. Mr. Serm Brisuthikun Auditor from EY Office Co., Ltd. (Primary auditor)

  2. Miss Natcha Tiajaroen Audit Manager EY Office Co., Ltd.

  3. Miss Buabucha Punnanan Moderator

  4. Miss Wichitphan Klayubon Legal Advisor from Legal Advisory Council Limited

    (Responsible for responding to legal questions)

  5. Miss Sisira Jitjingjai Legal Advisor from Legal Advisory Council Limited

    (Acted as the inspector and witness in the vote counting)

  6. Mr. Pongsak Tanyachet Manager of the Director's Office (Serves as meeting coordinator)

  7. Miss Apiradee Tungkasiri Company Assistant Secretary (Serves as meeting coordinator)

  8. Company Officers (BRR) Responsible for organizing meetings, managing shareholder

    registrations, and counting votes.

  9. Company Officers (OJ International) Responsible for registering and counting votes and meetings using

electronic media and E-Voting systems, which includes recording audio and video footage of meetings for documentation purposes.

Beginning of the Meeting

The Chairman designated Ms. Natnicha Punyaniran, Company Secretary, as the meeting moderator and Secretary of the Meeting ("Secretary") to introduce the Board of Directors, executives, auditors, and legal advisors present at the meeting.

This year, the Company held its annual general meeting electronically, following the criteria mandated

by law.

The Company has engaged OJ International Co., Ltd. to assist with shareholder registration and vote

counting. Company officers will supervise the vote counting process to ensure accuracy. The voting system for electronic meetings utilizes the E-Voting system, while the platform for electronic annual general meetings

(E-AGM) is conducted via the ZOOM system. This ZOOM system complies with the security standards for electronic meetings established by the Ministry of Digital Economy and Society in 2020 and has also been certified by the Electronic Transactions Development Agency (ETDA).

The Company utilizes the services of OJ International Co., Ltd. to record audio and video of meetings for evidence purposes. We operate in accordance with the Personal Data Protection Act B.E. 2019 and adhere to the Company's privacy policy. The Company will only collect, use, and disclose information as necessary for specified purposes, in compliance with relevant laws, regulations, and announcements from regulatory authorities. For more information about our practices for protecting personal data and our privacy policy, please visit the Company's website.



Buriram Sugar Public Company Limited

In this meeting, the company utilized an electronic meeting system to help reduce travel-related greenhouse gas emissions. Additionally, a QR code was created to allow shareholders to download meeting documents instead of printing them. This online format provides a convenient opportunity for shareholders who either cannot travel or are located abroad to participate easily. The system also enables quick vote counting and minimizes the use of paper and materials derived from paper, as voting is conducted electronically.

The Company has published the invitation letter for the shareholders' meeting on its website and announced it through the Stock Exchange of Thailand's news system on March 26, 2025, which is 28 days before the meeting date. Additionally, the invitation letter was sent to shareholders starting on April 3, 2025, 21 days prior to the meeting. This ensures that shareholders receive the documents well in advance, allowing them sufficient time to review the information before the meeting.

The record date for shareholders entitled to attend the meeting was on March 11, 2025. there were 4,258 shareholders who were entitled to attend the meeting with 812,100,366 total shares consisted of Thai shareholders 4,256 persons with 811,553,466 shares accounted for 99.95% and 2 foreign shareholders with 546,900 shares

accounted for 0.05%.

In conformance to the Articles of Association of the Company No.30, The number of shareholders and proxy (if any) present in the meeting of shareholders is no less than 25 persons and the shares represented shall be accounted for more than one third of the total shares (34%) that had been purchased to meet the quorum requirement. Ergo, based on such number of shareholders and shares.

In the Meeting, there were shareholders;

  • Attending in person

2 persons

total shares accounted for

900

shares

  • Proxy

44 persons

total shares accounted for

632,919,698

shares

  • Total

46 persons

total shares accounted for

632,920,598

shares

  • Percentage

77.9363

of total purchased shares

812,100,366

shares

Therefore, based on the number of shareholders present and their shares, a quorum is established in accordance with the Company's regulations.

Mr. Sirichai Sombutsiri Chairman of the Board of Directors, Independent Director presided over the meeting as Chairman of the 2025 Annual General Meeting of Shareholders ("the Chairman"). In this opportunity, as a representative of the Board of Directors, Executives, and staff of Buriram Sugar Public Company Limited ("the Company"), would like to welcome shareholders to 2025 Annual General Meeting of Shareholders.

Before considering the various agendas, please have the Secretary explain the agenda items for this meeting and the voting methods to the shareholders.

The chairman assigned the secretary and moderator to explain the agenda and voting procedures.

Miss Natnicha Punyaniran, the Company Secretary, served as both the moderator and secretary of the meeting. She outlined the procedures for addressing the agenda for the 2025 Annual General Meeting of Shareholders, which will be conducted in the following order: agenda items 1 through 8. The process for voting, counting the votes, and announcing the results for each agenda item is as follows:

  1. According to the Company's regulations in Article 31, each share represents one vote in shareholder meetings. The resolutions will be determined by the votes cast.

    • In typical situations, the outcome of the meeting will be determined by the majority vote of the shareholders who are present and participate in the voting. In the event of a tie, the chairman of the meeting will cast an additional vote to break the deadlock.

    • In instances where the law or the Company's regulations differ from standard procedures, please proceed as specified. Shareholders will be informed before voting on each agenda item during the meeting.

    • Shareholders who agree should click the vote button in the Agree box on the agenda.



      Buriram Sugar Public Company Limited

    • If there are shareholders who disagree or wish to abstain from voting, please ensure that they cast their votes in the appropriate Disagree or Abstain box on the agenda. During the E-AGM electronic meeting, the company will utilize the E-Voting system to tally the votes online. This system will count all votes in favor of approval, while only the votes from those who choose to vote against or abstain will be deducted from the total. If you do not cast a vote, the company will assume you are in agreement.

      The Chairman appointed Miss Buabucha Punnanan as the meeting moderator, and she

      Worked alongside the meeting secretary to summarize the scores for each agenda item. They were also tasked with providing advice for the meeting through electronic media (E-AGM) as follows:

  2. After completing the consideration of each agenda, the votes will be collected, and the results of the voting will be announced as follows:

    • If all votes related to that agenda are collected, the Secretary will promptly notify and summarize the voting results.

    • If the vote collection takes a significant amount of time, we will proceed to the next agenda item. The secretary will provide a summary of the shareholders' meeting resolution either during the next agenda item or once the voting is complete.

    • The total votes counted will include the votes from shareholders who attend the meeting in person and those represented by proxy. For each agenda item, the vote count will be based on the number of shares held by the shareholders who most recently attended the meeting for that specific agenda.

    • The Company will announce the results of the meeting through the news system of the Stock Exchange of Thailand by 9:00 a.m. on the next business day. Additionally, a detailed meeting report, which includes the votes for each agenda item, will be published on the Company's website within 14 days. This is to ensure that shareholders are informed of the meeting outcomes and can verify the information for accuracy.

  3. Guidelines for conducting an electronic meeting (E-AGM)

  1. After verification, you will receive an email from E-Meeting Service, provided by OJ International Co., Ltd.

  2. Verify the name and surname, then prepare information for the meeting, including the shareholder account number and ID card number.

  3. The system will prompt you to enter the shareholder account number and the shareholder's ID card number.

  4. Verify your name, surname, and number of shares, then click the button to confirm your attendance.

  5. When joining a meeting, you will find a button to select options for E-Meeting and E-Voting.

  6. To join the live video and audio system from the meeting, press the 'E-Meeting' button. If you are using a smartphone or tablet, you will need to install the ZOOM Meeting app. Once installed, a window will appear prompting you to enter your name and email address. After providing this information, a meeting link will be sent to the specified email.

  7. To cast your vote on each agenda item, please click the E-Voting button using a web browser. After you have completed your voting, return to the E-Meeting (Zoom) window to continue watching the meeting, including the video, audio, and the results of the vote tally.

  8. After you have completed your voting, please close the window by clicking the "X" symbol to exit the browser. Avoid clicking the Logout button, as the system will assume that you want to withdraw your shares from the meeting. This will prevent your advance votes for agendas that have not yet closed from being recorded.

  9. Any shareholder who wishes to ask a question or request additional clarification from the directors or executives can do so via the ZOOM program. Please type your question in the "Chat" box and confirm that you are either attending in person or voting by proxy, so we can



    Buriram Sugar Public Company Limited

    accurately record the meeting minutes. You will have the opportunity to ask questions when each agenda item is presented or at the end of the agenda by pressing the Q&A button, typing your question in the window that appears, and then pressing the enter button to send your message.

  10. If a shareholder has already submitted their vote via the proxy form, the Company has recorded that vote in the system. The proxy holder can attend the meeting without needing to vote again.

  11. If a shareholder does not specify their vote, the proxy must vote according to the method outlined above. When voting is conducted via the electronic meeting system, there will be no instances of votes being deemed invalid or classified as spoiled ballots, as the system only allows for one vote to be selected: agree, disagree, or abstain. There should be no reason for a vote to be inconsistent with the agenda, which would cause it to be invalid or result in a spoiled ballot. Additionally, if any shareholder has a special interest in a specific agenda item, they are prohibited from voting on that item. The Company may request that such a shareholder leave the meeting while that agenda item is being discussed.

To ensure transparency and comply with the Securities and Exchange Commission's guidelines for effective shareholder meetings, the meeting invites legal advisors to volunteer as witnesses for the vote counting.

For the agenda of the 2025 Annual General Meeting of Shareholders, there are eight items as follows: Agenda Item 1: Consider and approve the minutes of the 2024 Annual General Meeting of

Shareholders, which was held on Monday, April 22, 2024.

Agenda Item 2: Acknowledge the Company's performance report for the year 2024. Agenda Item 3: Consider and approve the Company's financial statements for the fiscal year ending on December 31, 2024. Agenda Item 4: Consider and approve the payment of dividends for the Company's performance for the fiscal year ending on December 31, 2024, and the suspension of the allocation of net profit as legal reserves. Agenda Item 5: Consider and approve the appointment of directors to replace directors who retire by rotation for the year 2025. Agenda Item 6: Consider and approve the determination of the remuneration of the Company's directors and subcommittees for the year 2025. Agenda Item 7: Consider and approve the appointment of auditors and the determination of their remuneration for the year 2025. Agenda Item 8: Consider other matters (if any). Agenda 1 To certify the Minutes of 2024 Annual General Meeting of Shareholders held on Monday 22 April, 2024

The Chairman assigned the meeting's secretary to inform the meeting that the minutes of 2024 Annual General Meeting of Shareholders held on Monday 22 April, 2024 was done within 14 days since the meeting date. Additionally, the Company had recorded the meeting accurately and submitted the minutes to the Stock Exchange of Thailand and the Ministry of Commerce within legally required period. The Board of Directors requested the meeting to consider and certify the minutes of 2024 Annual General Meeting of Shareholders. The copy of the minutes for consideration is disclosed in Attachment No.1 in the Invitation letter for the 2024 Annual General Meeting of Shareholders.



Buriram Sugar Public Company Limited

In summary, the main points from the general shareholders' meeting are as follows:
  • The minutes of the Annual General Meeting of Shareholders, held on April 27, 2023, were approved by a majority vote of the attending shareholders who cast votes.

  • The performance report for the company in the year 2023 has been acknowledged.

  • The Company's financial statements for the fiscal year ending December 31, 2023, were approved by

    a majority vote of shareholders attending the meeting and casting votes.

  • The resolution approved the payment of dividends based on the operating results ending December 31, 2023. It also allocated the net profit as legal reserves to the Company's shareholders. This proposal was passed by a majority vote of the shareholders present at the meeting who cast their votes.

  • The resolution was passed by a majority vote of the shareholders at the meeting to reappoint the directors of the Company who have rotated out of their positions, allowing them to serve another term in 2024.

  • The resolution was approved to establish the remuneration for the Company's directors and subcommittees for the year 2024 as proposed. This decision received a vote of at least two-thirds of the total votes from shareholders present at the meeting.

  • The resolution has been approved to appoint auditors and determine their remuneration for the year 2024. This decision was made by a majority vote from the total number of shareholders present at the meeting who cast their votes.

    The Chairman instructed the Moderator to invite shareholders to ask questions and share their opinions

    on the relevant issues. Shareholders were asked to state their full name and their status as either in-person attendees or proxy holders before asking questions or expressing their views. However, no shareholders chose to ask questions or share their opinions, so the meeting proceeded to consider voting on this agenda item.

    Resolution The meeting resolved to approve the minutes of the 2024 Annual General Meeting of Shareholders, held on Monday, April 22, 2024, by a majority of the total votes of shareholders attending the meeting and casting votes, as follows:

    Voting

    Scores (Votes)

    Percentage of the shareholders

    who attend the meeting and cast their votes

    Approved

    632,925,798 votes

    equivalent to

    100.0000 %

    Disapproved

    0 votes

    equivalent to

    0.0000 %

    Total

    632,925,798 votes

    equivalent to

    100.0000 %

    Abstained

    0 votes

    equivalent to

    -

    Agenda 2 Acknowledge the Company's performance report for the year 2024.

    The Chairman instructed the Secretary to inform the meeting that this agenda is for acknowledgment only and does not require a vote. Additional information is provided in this agenda as follows:

    As of the Company's performance in 2024 reflects the achievements in the past year as follows:

  • In 2024, the sugar industry is expected to benefit from several positive factors, particularly due to dry weather conditions in major producing countries. These conditions are likely to reduce the global supply of sugar, which will lead to a significant increase in sugar prices.

  • The prices of raw sugar and white sugar by an average of 14 percent, along with a weaker baht exchange rate that positively impacted exporters by enhancing their competitiveness in international markets.

  • The company's sugarcane crushing volume reached 2.28 million tons, marking a 16 percent increase compared to the same period last year. This rise in crushing volume led to a sugar production increase of 15 percent, totaling 275,559 tons.



    Buriram Sugar Public Company Limited

  • The baht exchange rate is depreciating.

  • An important point to note is that the average sweetness value, or C.C.S., is 13.72 C.C.S. This figure places it among the top 10 in the country and is higher than Thailand's average of 12. 35 C.C.S. This difference reflects the effective management of raw materials and the high quality of the sugarcane used in sugar production.

    The annual performance report for 2024 reveals that Buriram Sugar Public Company Limited experienced significant growth, achieving a net profit of 1,021.83 million baht. This marks an increase of 482.05 million baht, or 89.30 percent, compared to the previous year.

    The principal reason for this growth is a 4.20 percent rise in total revenue, reaching 7,821.71 million baht. This increase is attributed to the amount of sugarcane crushed, which rose by 16.33 percent to 2.28 million tons. These results reflect the effective management of raw materials and products, as well as favorable market conditions that contributed to the company's performance growth in 2024.

    Financial position

    The company's financial position this year remains stable and demonstrates effective management.

  • The company's total assets amounted to 8,920. 79 million baht, reflecting a slight increase of 0. 25 percent.

  • The company successfully reduced its total debt by 14.02 percent to 5,078.77 million baht.

  • Shareholders' equity rose by 28.43 percent to 3,842.02 million baht, indicating the company's capacity to generate profits and sustain its capital for ongoing growth.

  • The debt-to-equity ratio has significantly decreased from 1.97 to 1.32, reflecting a stronger financial structure and improved debt repayment capability.

    The Chairman tasked Mr. Pitak Chaosoun, Deputy Managing Director of Operations, with providing additional information as follows:

    Conducting Business According to ESG Principles

    The company focuses on sustainable business practices aligned with ESG principles, which encompass environmental, social, and governance factors.

  • Environmental: The company has created eco-friendly products, including biodegradable packaging made from bagasse that decomposes completely within 45 days, significantly reducing its environmental impact.
  • Social: The company supports partner farmers through the Contract Farming system, increasing sugarcane production by up to 10.38 tons per rai, which is significantly higher than the national average and continuously enhances the quality of life in surrounding communities.
  • Governance: The Company has achieved certification as a member of the Private Sector Collective Action Coalition Against Corruption (CAC) for the second consecutive time. This recognition demonstrates its commitment to transparency and ethical operations. Additionally, the Company prioritizes balanced growth while focusing on environmental, social, and governance responsibilities. Past achievements

    In 2024, the Company received a credit rating of BBB- from TRIS Rating, accompanied by a 'stable' outlook. This rating reflects the Company's solid financial position and its ability to operate continuously. In terms of environmental performance, the Company was certified at Green Industry Level 3, demonstrating effective environmental management in accordance with Green System standards. Additionally, it was awarded the CSR DIW Award 2024 by the Department of Industrial Works, further evidencing its commitment to conducting business responsibly while maintaining social and environmental accountability.

    Success factors

    The company's success in 2024 can be attributed to several key factors that positively influenced its performance and sustainable growth. First and foremost, the increased supply of sugarcane allowed for more raw



    Buriram Sugar Public Company Limited

    materials to flow into the production process, ensuring that the factory operated at full capacity. Additionally, the rising prices of sugar in the global market contributed significantly to revenue from both domestic and international sales.

    Efficient cost management also played a crucial role, as it enabled the company to control expenses effectively, thus enhancing profit margins even amid fluctuating costs. Another strength of the company is its strong governance, which has been recognized as "excellent" and has been maintained for years. This reflects the company's commitment to transparent and sustainable organizational development.

    Trends and Challenges 2025

    In 2025, the Company acknowledges the evolving environment and potential challenges from both domestic and international sources. The key trends are categorized into three main areas:

  • The first aspect is the volatility of the global economy, which continues to affect the Thai economy in various dimensions, including energy costs, exchange rates, and demand from export markets.
  • The second is the company's adaptation to prepare for such challenges, whether in production, marketing, or risk management.
  • Ultimately, effective cost management is the key strategy for driving sustainable business growth and achieving goals.

    These are the frameworks the company will use to operate its business in the changing context of 2025.

    Vision towards sustainability

    The company is dedicated to conducting business with a vision that prioritizes sustainability across all dimensions, emphasizing the economy, community, and environment.

    The company aims to provide stability for sugarcane farmers by enhancing productivity and improving their quality of life.

  • First, the company focuses on creating stability for sugarcane farmers through continuous productivity development and improving the quality of life of partner farmers.
  • The second aspect involves developing the sugar business alongside renewable energy to achieve stable and sustainable growth, both economically and environmentally.
  • Finally, it is to work together with the community and society. The company adheres to the principle of responsibility towards all stakeholders for the business growth to be balanced and truly participatory. All of this reflects the company's intention to be an organization that grows together with society and the environment stably and sustainably.
Development of anti-corruption

The Company places a strong emphasis on conducting its business with good governance. Historically, the Board of Directors has played a crucial role in establishing guidelines for effective corporate governance and closely monitoring management performance. This oversight ensures that the Company complies with legal requirements, the Code of Conduct, and its anti-corruption policy.

In 2024, the Company did not encounter any incidents of wrongdoing or behavior that could be perceived as corrupt. This includes no violations of regulations set by the SEC and the Stock Exchange of Thailand, as well as no unethical conduct, actions that could compromise the independence of its directors, or conflicts of interest. All of this reflects the Company's commitment to transparency, accountability to its stakeholders, and adherence to the principles of true corporate governance.

The Chairman instructed the moderator to invite shareholders to ask questions and share their opinions on relevant issues. Shareholders were requested to state their full names and indicate whether they were attending in person or by proxy before posing their questions or comments. However, no shareholders chose to ask questions or express their opinions. Since this agenda item was to acknowledge the Company's performance report for the year 2024, there was no voting on this matter.



Buriram Sugar Public Company Limited

Resolution The shareholders' meeting acknowledged the Company's operating results for the year 2024 and the annual report for 2024 from the information reported at the meeting and from Form 56-1 One Report in QR Code format.

Agenda 3 Consider and approve the Company's financial statements for the fiscal year ending on December 31, 2024.

The Chairman assigned the Company Secretary to inform the meeting that, in compliance with Section 112 of the Public Limited Companies Act B.E. 2535, the Company has prepared the financial statements for the year ending December 31, 2024. These statements have been audited and certified by a certified public accountant and reviewed by the Audit Committee and the Board of Directors. Detailed information can be found in the attached 2024 Annual Report (Attachment No. 2), which has been sent to shareholders in QR Code format with the meeting invitation letter and published on the Company's website.

In 2024, the company's total revenue was comprised of the following:

  • The total revenue share of the sugar business increased from 74 percent to 78 percent.

  • Electricity business revenue decreased from 8% to 6%

  • Fertilizer business revenue decreased from 10% to 8%

  • Other businesses revenue remained at 8%

  • Total revenue reached 7,822 million baht, a 24% increase from 2023. This growth was primarily due to an increase in sugarcane volume, which rose from 1.96 million tons to 2.28 million tons, approximately 14%.

  • EBITDA reached 1,754 million baht, a 53% increase from 2023, demonstrating effective control over sales costs, production costs, and various expenses.

  • Net profit reached 1,022 million baht, marking an 89% increase from 2023. This reflects the company's efficient management and ability to generate profits that exceeded expectations.

  • Sugar business revenue rose by about 27% due to an 11. 35% increase in sales volume, which was driven by a 10.71% rise in sugar prices and a weaker baht.

  • Income from biomass power plant business increased by 3.57% from the volume of electricity sold to EGAT increasing by 3.9%.

  • Fertilizer business income decreased slightly by 0. 4% due to a 13. 34% decrease in sales volume of organic fertilizers, but chemical fertilizer income increased by 14.61% but with higher selling prices from significantly higher fertilizer prices.

  • Financial Statement: In 2024, the company reported total assets of 9,459 million baht, reflecting a growth of 0.25%. Total liabilities amounted to 5,078.77 million baht, which represents a decrease of 14%. Shareholders' equity increased by 14%, reaching 2,991 million baht. The company successfully paid off its due debts in 2024, leading to a substantial reduction in its debt burden. As a result, income from the fertilizer business remained strong and consistent throughout the year.

  • Over the past three years, the company has consistently worked to reduce its debt burden. This trend is evident in the graph of the debt-to-equity (D/E) ratio, which shows a steady decline. According to the company's criteria, the D/E ratio must be lower than 2. Currently, including the BRRGIF fund, the D/E ratio stands at 1.16, which is within the company's target range.

  • The increase in shareholders' equity indicates a rise in shareholders' wealth. In 2024, the Current Ratio is 1.13, while the Debt Service Coverage Ratio (DSCR) stands at 1.05. These figures demonstrate the company's effective management of liquidity, as it is capable of maintaining current assets and repaying short-term debt effectively.



Buriram Sugar Public Company Limited

The Chairman directed the Moderator to invite shareholders to ask questions and share their opinions on relevant issues. Shareholders were requested to state their full name and their status as either in-person attendees or proxy holders before speaking. However, no shareholders came forward with questions or comments, so the meeting proceeded to vote on this agenda item.

Resolution The meeting approved the audited financial statements for the year ended on December 31, 2024 by the majority vote of the shareholders who attended the meeting and voted as follows:

Voting

Scores (Votes)

Percentage of the shareholders

who attend the meeting and cast their votes

Approved

632,925,798 votes

equivalent to

100.0000 %

Disapproved

0 votes

equivalent to

0.0000 %

Total

632,925,798 votes

equivalent to

100.0000 %

Abstained

0 votes

equivalent to

-

Agenda 4 Consider and approve the payment of dividends for the Company's performance for the fiscal year ending on December 31, 2024, and the suspension of the allocation of net profit as legal reserves.

The Secretary informed the meeting that, under Section 116 of the Public Limited Companies Act, a public limited company is required to allocate at least 5 percent of its annual net profit to a reserve fund. This allocation is made after deducting any accumulated losses from previous years. The company must continue this practice until the reserve fund reaches at least 10 percent of the registered capital, unless there are company regulations or other laws that mandate a higher reserve fund.

The Company has allocated profits as legal reserves amounting to 10 percent of the registered capital, as required by Section 116 of the Public Limited Companies Act B.E. 2535. Since the Company has fully allocated profits as legal reserves, there is no need to allocate additional net profits from the Company's operating results for the year 2024 as legal reserves according to the separate financial statements for the operating period ending December 31, 2024.

The Company has a policy to pay dividends each year at a rate of no less than 50 percent of net profit after deducting corporate income tax and legal reserves. However, the Company may decide to set the dividend payment rate lower than this threshold, depending on factors such as its operating results, financial position, liquidity, and the need for funds to support expansion and business management.

The Company has a policy to pay dividends annually at a rate of no less than 50 percent of net profit after deducting corporate income tax and legal reserves. However, the Company may decide to set a lower dividend payment rate based on its operating results, financial position, liquidity, and the need to invest in expansion or to utilize funds as working capital for business management.

This year, the board of directors considered and proposed to pay dividends from the net profit according to the consolidated financial statements for the operating results of 2024 at a rate of 0.50 baht per share, totaling 406,050,183 baht, which is a dividend payout ratio of 40 percent of the company's net profit according to the consolidated financial statements. However, the dividend payment is not in accordance with the company's dividend payment policy because the company needs to maintain the money as working capital for business operations and investments. Therefore, it is proposed to set the list of shareholders entitled to receive dividends (Record Date) on May 7, 2025, and set the dividend payment date on May 23, 2025 (within 1 month from the date of approval by the shareholders' meeting).



Buriram Sugar Public Company Limited

The summarized comparison on the annual dividend payment from the operating results for the year 2022- 2024

Dividend Payment Detail

Financial Results for the year ended 31 December 2022

Financial Results for the year ended 31 December 2023

Financial Results for the year ended 31 December 2024

1. Net profit from the consolidated financial statements (Million

Baht)

760.55

(net profits of the consolidated financial statement of BRR)

539.78

(net profits of the consolidated financial statement of BRR)

1,021.83

(net profits of the consolidated financial statement of BRR)

2. Number of shares

(Million Shares)

812.09

812.09

812.10

3. Dividend per Share

(Baht per Share)

0.20

0.20

0.50

4. Total dividend payment (Million Baht)

162.42

162.42

406.05

5. Dividend Payout Ratio on Net Profit

(%)

21.35%

30.00%

40.00%

6. The dividend payment is whether in compliance with the dividend policy of the Company

Do not comply with the Company dividend payment policy since the Company aimed to extend the business and invest so the Company agreed to reserve for the working capital to support this

matter.

Do not comply with the Company dividend payment policy since the Company aimed to extend the business and invest so the Company agreed to reserve for the working capital to support this

matter.

Do not comply with the Company dividend payment policy since the Company aimed to extend the business and invest so the Company agreed to reserve for the working capital to support this

matter.

The information provided indicates that the Company is experiencing a rising profit trend, particularly in 2024. In that year, the net profit reported in the consolidated financial statements reached 1,021.83 million baht, which is an increase compared to 2023. The Company has a total of 812.10 million shares from which dividends will be paid out in 2024, at a rate of 0.50 baht per share. This results in a total dividend payment of 406.05 million baht, reflecting a dividend payout ratio of 40.00%. This payout ratio is an increase from 30% in 2023 and 21.35% in 2022. However, it's important to note that the annual dividend payments do not fully align with the Company's policy. The Company states that it is necessary to retain funds for working capital to support business operations and future investments.

The Chairman directed the Moderator to invite shareholders to ask questions and share their opinions on relevant issues. Shareholders were requested to state their full name and their status as either in-person attendees or proxy holders before speaking. However, no shareholders came forward with questions or comments, so the meeting proceeded to vote on this agenda item.

Resolution The meeting resolved to approve the payment of dividends for the operating results ending on December 31, 2024, and the suspension of the allocation of net profit as legal reserves to the Company's shareholders as proposed in all respects. By a majority vote of the total number of votes of shareholders attending the meeting and casting votes, as follows:

Voting

Scores (Votes)

Percentage of the shareholders

who attend the meeting and cast their votes

Approved

632,925,998 votes

equivalent to

100.0000 %

Disapproved

0 votes

equivalent to

0.0000 %

Total

632,925,998 votes

equivalent to

100.0000 %

Abstained

0 votes

equivalent to

-

Agenda 5 Consider and approve the appointment of directors to replace directors who retire by rotation for the year 2025.

The Secretary provided details regarding the approval process for appointing directors to replace those who have vacated their positions due to rotation. The relevant information, including the voting method, is outlined as follows:

According to Public Company Limited Act, B. E. 2535, Section 71 and the Company' s article of association item 15, at every Annual General Meeting, one-third (1/3) of the directors shall retire. If the number cannot be divided into three (3) parts exactly, the number nearest to one-third shall retire. The directors retiring



Buriram Sugar Public Company Limited

in the first year and second year following the registration of the Company shall be drawn by lots. In every subsequent year, the directors who have been in office longest shall retire. A retiring director maybe re-elected.

This year, there were four directors whose terms had expired as follows.

  1. Air Chief Marshal Saritpong Wattanavrangkul Independent Director and Member of Audit

    Committee

    2) Mrs. Jirawan

    Pongpichitkul

    Director, Executive Director, and Risk Management

    Committee

    3) Miss Chittima

    Tangtrongwechakit

    Director, Executive Director, and Risk Management

    Committee

    4) Mr. Sarit

    Tangtrongwechakij

    Director, Executive Director, and Risk Management

    Committee

    In this regard, the nomination of persons to be appointed as directors of the Company at this time is considered in accordance with the nomination process as determined by the Nomination and Remuneration Committee including considering the qualifications for being a director of Buriram Sugar Public Company Limited and its subsidiaries including the qualifications and expertise of each company director (Board Skill Matrix), it was found that directors who vacate their position upon the expiration of their term still have knowledge. Appropriate ability to manage the company's business Moreover, the qualification must be in accordance with the regulation of the Public Company Limited Act, and no characteristics prohibited by the Securities and Exchange Commission. Such 4 person does not hold office as a director or an executive in other business that may cause a conflict of interest or is deemed as a competitive business against the Company. However, The Board of Directors, excluding those who may have conflict of interest in this agenda item, has resolved to approve the appointment of the 4 directors who have retired by rotation, namely 1. Air Chief Marshal Saritpong Wattanavrangkul, 2. Mrs. Jirawan Pongpichitkul, 3. Miss Chittima Tangtrongwechakit and 4. Mr. Sarit Tangtrongwechakij to continue their terms as a director of the Company and member of sub-committees.

    Nevertheless, the Company had provided the opportunity to all shareholders to nominate qualified persons to be elected as a director in accordance with terms and conditions to nominate persons to be elected as director which has been disclosed on the Company's website since October 16, 2024 - January 30, 2025 for a period of 3 months. There was no any proposal of director nomination in the year of 202 submitted to the Company, which has already been notified at the Board of Directors' meeting.

    The Board of Directors, excluding any directors with a conflict of interest related to this agenda, has decided to propose the reappointment of four directors whose terms have expired. These directors will return to their positions as directors and on subcommittees for another term. Directors who have a conflict of interest in any agenda items will not participate in the voting and will remove their shares from the calculation used for counting votes. Additionally, all four directors will be required to leave the meeting room during the voting process until the results are announced. Details will be reviewed on an individual basis as follows:

    Agenda 5.1 Consider approving the reappointment of Air Chief Marshal Saritpong Wattanavrangkul as an Independent Director and member of the sub-committees for another term of office.

    Air Chief Marshal Saritpong Wattanavrangkul possesses significant knowledge and expertise in business management and strategic planning. Therefore, it is recommended that he be approved for reappointment as an independent director and for a position on the original subcommittee for another term.

    The Chairman directed the Moderator to invite shareholders to ask questions and share their opinions

    on relevant issues. Shareholders were requested to state their full name and their status as either in-person attendees or proxy holders before speaking. However, no shareholders came forward with questions or comments, so the meeting proceeded to vote on this agenda item.



    Buriram Sugar Public Company Limited

    Resolution The meeting approved the reappointment of Air Chief Marshal Saritpong Wattanavrangkul to continue their terms as an independent director and a position in the sub-committee for another term of office by the majority vote of the shareholders who attended the meeting and voted. The voting results are as follows:

    Voting

    Scores (Votes)

    Percentage of the shareholders

    who attend the meeting and cast their votes

    Approved

    632,925,998 votes

    equivalent to

    100.0000 %

    Disapproved

    0 votes

    equivalent to

    0.0000 %

    Total

    632,925,998 votes

    equivalent to

    100.0000 %

    Abstained

    0 votes

    equivalent to

    -

    Agenda 5.2 Consider approving the appointment of Mrs. Jirawan Pongpichitkul to return as the Director of the Company and to the subcommittees for another term.

    Mrs. Jirawan Pongpichitkul, who possesses knowledge and expertise in agricultural business management and the sugar industry, proposes the consideration and approval of her appointment as a company director, with the authority to sign and bind the company. She also seeks to continue her role in the original subcommittee for another term.

    The Chairman directed the moderator to invite shareholders to ask questions and share their opinions on related issues. Shareholders were asked to identify themselves by stating their full name and whether they were attending in person or via proxy before posing any questions or comments. However, no shareholders chose to speak up. As a result, the meeting proceeded to vote on the reappointment of Mrs. Jirawan Pongpichitkul to continue serving as a Director of the Company (authorized director) and to remain in her position on the Sub-Committee for another term.

    Resolution The meeting approved the reappointment of Mrs. Jirawan Pongpichitkul to continue their term as a director (authorized director) and a position in the subcommittee for another term of office by the majority vote of the shareholders who attended the meeting and voted. The voting results are as follows:

    Voting

    Scores (Votes)

    Percentage of the shareholders

    who attend the meeting and cast their votes

    Approved

    603,961,998 votes

    equivalent to

    100.0000 %

    Disapproved

    0 votes

    equivalent to

    0.0000 %

    Total

    603,961,998 votes

    equivalent to

    100.0000 %

    Abstained

    28,964,000 votes

    equivalent to

    -

    Agenda 5.3 Consider approving the appointment of Miss Chittima Tangtrongwechakit to return as the Director of the Company and to the subcommittees for another term.

    Miss Chittima Tangtrongwechakit, who possesses knowledge and expertise in agricultural business management and the sugar industry, proposes the consideration and approval of her appointment as a company director, with the authority to sign and bind the company. She also seeks to continue her role in the original subcommittee for another term.

    The Chairman directed the moderator to invite shareholders to ask questions and share their opinions on related issues. Shareholders were asked to identify themselves by stating their full name and whether they were attending in person or via proxy before posing any questions or comments. However, no shareholders chose to speak up. As a result, the meeting proceeded to vote on the reappointment of Miss Chittima Tangtrongwechakit to continue serving as a Director of the Company (authorized director) and to remain in her position on the Sub-Committee for another term.



    Buriram Sugar Public Company Limited

    Resolution The meeting approved the reappointment of Miss Chittima Tangtrongwechakit to continue their term as a director (authorized director) and a position in the subcommittee for another term of office by the majority vote of the shareholders who attended the meeting and voted. The voting results are as follows:

    Voting

    Scores (Votes)

    Percentage of the shareholders

    who attend the meeting and cast their votes

    Approved

    603,961,998 votes

    equivalent to

    100.0000 %

    Disapproved

    0 votes

    equivalent to

    0.0000 %

    Total

    603,961,998 votes

    equivalent to

    100.0000 %

    Abstained

    28,964,000 votes

    equivalent to

    -

    Agenda 5.4 Consider approving the appointment of Mr. Sarit Tangtrongwechakij to return as the Director of the Company and to the subcommittees for another term.

    Mr. Sarit Tangtrongwechakij, who possesses knowledge and expertise in agricultural business management and the sugar industry, proposes the consideration and approval of her appointment as a company director, with the authority to sign and bind the company. She also seeks to continue her role in the original subcommittee for another term.

    The Chairman directed the moderator to invite shareholders to ask questions and share their opinions on related issues. Shareholders were asked to identify themselves by stating their full name and whether they were attending in person or via proxy before posing any questions or comments. However, no shareholders chose to speak up. As a result, the meeting proceeded to vote on the reappointment of Mr. Sarit Tangtrongwechakij to continue serving as a Director of the Company (authorized director) and to remain in his position on the Sub-Committee for another term.

    The four directors mentioned above possess the knowledge, skills, and experience necessary to enhance the Company's operations, particularly when considering their past performance. They are capable of providing valuable opinions and advice that can help develop the Company's operations in related areas within the Board of Directors' responsibilities. All directors meet the qualifications outlined by the Public Limited Companies Act and do not possess any prohibited characteristics. They have been appointed as Company directors in accordance with the criteria set forth by the Securities and Exchange Commission of Thailand.

    Resolution The meeting approved the reappointment of Mr. Sarit Tangtrongwechakij to continue their term as a director (authorized director) and a position in the subcommittee for another term of office by the majority vote of the shareholders who attended the meeting and voted. The voting results are as follows:

    Voting

    Scores (Votes)

    Percentage of the shareholders

    who attend the meeting and cast their votes

    Approved

    603,961,998 votes

    equivalent to

    100.0000 %

    Disapproved

    0 votes

    equivalent to

    0.0000 %

    Total

    603,961,998 votes

    equivalent to

    100.0000 %

    Abstained

    28,964,000 votes

    equivalent to

    -

    Agenda 6 Consider and approve the determination of the remuneration of the Company's directors and subcommittees for the year 2025.

    The Chairman assigned company secretary of the meeting, to clarify the remuneration of directors and directors of sub-committees for the year 2025 as follows:

    The Nomination and Remuneration Committee has considered and determined the remuneration of the Company's directors and subcommittees, based on the following criteria:

    • Consider comparisons with businesses or industries in the same category as the Company or similar to the Company

    • Consider the Company's performance in the previous year



      Buriram Sugar Public Company Limited

    • Consider the performance and responsibilities of the Company's directors

According to Article 32 of the Company's Regulations, the determination of the remuneration for the Company's directors is an agenda item that must be discussed at the general meeting of shareholders. Therefore, we would like to propose the following remuneration for the Company's directors and subcommittees:

  1. It is proposed to set the remuneration for the Board of Directors and its subcommittees in 2025 at the same format and rate as in 2024.

    1. The Board of Directors proposes that the annual remuneration for 2025 shall not exceed 8,000,000 baht.

    2. The Board of Directors recommends paying monthly compensation, meeting allowances, and bonuses at the same rates and format as in 2024.

    3. The Audit Committee, Risk Management Committee, and Executive Committee propose to pay monthly compensation and bonuses in the same format and rate as in 2024.

    4. The Governance and Sustainability Committee and the Nomination and Remuneration Committee propose to pay meeting allowances in the same format and at the same rate as they did in 2024.



      Note: In addition to the monetary compensation offered in the above table, no other compensation, benefits, or other benefits are offered

      In addition to the monetary compensation stated in the table above, no other compensation, benefits, or perks are offered.

  2. The board of directors, serving as the executive board, has proposed a special bonus for the independent directors based on the operating results for 2024. This bonus will be equivalent to 100 percent of the total compensation for that year, which amounts to 1,450,000 baht.

Effective starting from the calendar year 2025 onward, until shareholders vote to change this with a minimum of 2/3 of the attending shareholders.

The Chairman instructed the moderator to invite shareholders to ask questions and share additional opinions on relevant matters. Shareholders were requested to state their full name and their status as either an in-person attendee or a proxy before posing their questions or expressing their views. However, since no shareholders chose to participate, the meeting proceeded to consider the approval of the remuneration for the Company's directors and subcommittees for the year 2025.

Resolution The meeting has passed the resolution for the remuneration of directors and sub-committees for the year 2025 as proposed by not less than two-thirds (2/3) of the total votes of the shareholders who attended the meeting as follows:

Voting

Scores (Votes)

Percentage of the shareholders

who attend the meeting and cast their votes

Approved

632,746,920 votes

equivalent to

99.9717 %

Disapproved

0 votes

equivalent to

0.0000 %

Abstained

179,078 votes

equivalent to

0.0283 %

Total

632,925,998 votes

equivalent to

100.0000 %

Agenda 7 Consider and approve the appointment of auditors and the determination of their remuneration for the year 2025.

The Chairman assigned Assoc. Prof. Dr. Djitt Laowattana, Independent Director, as the Chairman of Audit Committee, to clarify the detail and related information are as follows: According to the Company's Articles of Association No. 32 (5) and Section 120 of Public Limited Company Act, B.E. 2535, the appointment of auditors and their annual remuneration shall generally be defined in Annual General Meeting of Shareholders.

Thus, the Company shall propose to the shareholders meeting to consider for the appointment of the certified public accountants from EY Office Limited as the Company's auditors for the year 2025 and the auditors' names are as follows:

Name

Certified Public Accountant No.

Performance Period

1. Mr. Serm Brisuthikun (Primary auditor) and/or

9452

-

2. Ms. Krongkaew Limkittikul and/or

5874

-

3. Mr. Natthawut Santipet and/or

5730

-

The Audit Committee has already considered the auditor's qualifications, independence, appropriateness, duty and responsibility. The nominated auditors have no relationship or interest with the Company, subsidiaries, executives, major shareholders or related to such person in any way.

Mr. Serm Brisuthikun, the primary auditor, he has been providing auditing service to listed groups and their subsidiaries in Thailand as well as Thailand subsidiaries of large multinationals. his profile and experiences were shown in Enclosure 5 of the Invitation to the Meeting.

In the event that the above-mentioned auditors are not able to perform the duty, EY Office Limited shall

appoint other auditors from EY Office Limited to perform as the company's auditors instead.

The proposed audit fee of the Company group in 2025 at a price not exceeding 1,350,000 million Thai Baht per year, at the same rate as in 2024, which excluded out-of- pocket expenses, taxes and other service fees. The out- of- pocket expenses shall be included the travelling fee, accommodation fee, telecommunication fee, postage fee, copy fee which are calculated as the actual expenses.



Buriram Sugar Public Company Limited

The Company has set the auditing remuneration of the Company for the year 2025 as follows:

Unit: Baht/Year

List

2025 (as proposed)

2024

1.Audit fee

- The Company

1,350,000

1,350,000

2.Non-Audit Fee/ Out-of-pocket

- The Company

N/A

N/A

3.Non-audit service

- The Company

N/A

N/A

Total

1,350,000

1,350,000

The Chairman instructed the moderator to allow shareholders to ask questions and share their opinions on relevant issues. Shareholders were asked to state their full name and indicate whether they were attending in person or by proxy before speaking. However, since no shareholders posed any questions or offered opinions, the meeting moved on to consider the approval of the appointment of auditors and the determination of their remuneration for the year 2025.

Resolution The meeting has passed the resolution for the appointment of auditors, and determination of auditors' remuneration for the year 2025 as proposed above with the majority of votes of shareholders who attended the meeting and voted as follows:

Voting

Scores (Votes)

Percentage of the shareholders

who attend the meeting and cast their votes

Approved

632,925,998 votes

equivalent to

100.0000 %

Disapproved

0 votes

equivalent to

0.0000 %

Total

632,925,998 votes

equivalent to

100.0000 %

Abstained

0 votes

equivalent to

-

Agenda 8 Consider other matters (if any).

The Chairman appointed the Moderator to invite shareholders to ask questions and share additional opinions on related matters. Shareholders were requested to state their full name and their status-whether they were attending in person or by proxy-before speaking. However, no shareholders chose to ask questions or express their opinions.

When no inquiries or comments were made, the Chairman thanked the shareholders for their attendance. He assured them that the Board of Directors, executives, and employees would apply their knowledge and experience for the benefit of the Company and its shareholders. The Chairman then officially closed the 2025 Annual General Meeting of Shareholders.

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