Property Perfect Public Co. Ltd.SET: PF

Notification of the 2025 Annual General Shareholders' Meeting,non-payment of dividends and the resignation as the directors (Revised)

· Issued by Property Perfect Public Co. Ltd.

ทะเบียนเลขที่ 0107536001231

(Translation)

PP. 032/2025

28 February 2025

Subject

: Notification of the resolutions for the organization of the Annual General Meeting

of Shareholders for the year 2025, changes of the directors and authorized directors

of the Company.

To

: Director and Manager,

The Stock Exchange of Thailand.

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

We, Property Perfect Public Company Limited (the "Company"), wish to notify the resolutions on the important agenda of the Board of Directors Meeting of the Company No. 1/2025, held on 28 February 2025, as follows:

  1. Resolved for acknowledgment of the resignation as the directors of the Company of Mr. Wongsakorn Prasitvipat and Mr. Pornswat Katechulasriroj, effective from 1 March 2025.
  2. Resolved for approval of the change of the authorized directors of the Company, to read as follows:
    1. Mr. Sanith Adhyanasakul, Miss Sirirat Wongwattana, Mr. Wicharn Siriwetwarawut, Mr. Wason Srirattanapong, Mr. Roongroj Singhattanatgige, any two of these five directors can sign jointly and affixing the Company seal;
    2. Mr. Sanith Adhyanasakul or Miss Sirirat Wongwattana or Mr. Wicharn Siriwetwarawut or Mr. Wason Srirattanapong or Mr. Roongroj Singhattanatgige can sign singly and affixing the Company seal, specifically in the following matters:
      1. Certification of all copies of documents of the Company.
      2. Submission of all documents and taking of all actions with the Ministry of Commerce, Revenue Department and other government agencies within the Ministry of Commerce and Revenue Department.
      3. Submission of all documents and taking of all actions with the Land Department and other government agencies within the Land Department except for purchase, sell, rent, lease, sale with right of redemption, accepting of purchase with right of redemption, mortgage and accepting of mortgages of all types of land and real estate, including establishment or cancellation and acquisition or disposal by any means of property rights and any rights in all types of land and real estate.
      4. Submission of all documents and taking of all actions with
        1. Department of Public Works and Town & Country Planning and government agencies within Department of Public Works and Town & Country Planning.
        2. Bangkok Metropolitan Administration and government agencies within Bangkok Metropolitan Administration.
        3. Pattaya City Administration and government agencies within Pattaya City Administration.
        4. Municipalities, Provincial Administrative Organizations, Sub-district Administrative Organizations.

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    1. Submission of all documents and taking of all actions with any government agencies or state enterprises or private organizations related to the providing of services of pipe waters, electricity, telephone, post, internet and other public facilities.
  1. Resolved for the submission to the Shareholders' meeting for adoption of the performance results of the Board of Directors of the Company for the previous year of 2024 and the Form 56-1 One Report 2024.
  2. Resolved for the submission to the Shareholders' meeting for consideration and approval of the Statements of Financial Position and the Statements of Comprehensive Income of the Company for the fiscal year ended 31 December 2024.
  3. Resolved for the submission to the Shareholders meeting for acknowledgement of the non-payment of dividends for the Company's performance results of the fiscal year 2024 because the Company has the loss from its performance.
  4. Resolved for the submission to the Shareholders' meeting for consideration of the election of new directors replacing those retiring by rotation as follows:
    1. Re-electionof Mr. Wattana Suthipinijtham, being the Director due to retire by rotation on this occasion, to resume the office as the Director, Independent Director, Audit Committee Member and Risk Management Committee of the Company for another term.
    2. Re-electionof Mr. Thongchai Jira-alongkorn, Mr. Wicharn Siriwetwarawut and Mr. Wason Srirattanapong, being the Directors due to retire by rotation on this occasion, to resume the offices as the Directors of the Company for another term.
    3. Fixing of the members of the Board of Directors of the Company to comprise 12 members, whereby it does not nominate any person to be the directors of the Company in place of the position of Mr. Wongsakorn Prasitvipat who will resign during his term and Mr. Pornswat Katechulasriroj who will be retired by rotation in the Annual General Meeting of Shareholders for year 2025.

Therefore, after the approval of the Annual General Meeting of Shareholders of the Company, the Board of Directors of the Company would comprise 12 members as follows:

1.

Dr. Thanong

Bidaya

Chairman of the Board

and Independent Director

2.

Mr. Sanith

Adhyanasakul

Vice Chairman, Chairman

of the Executive Committee,

and Chief Executive Officer

3.

Mr. Banlue

Chantadisai

Director, Independent Director and

Chairman of the Audit Committee

4.

Mr. Ekamol

Kiriwat

Director and Independent Director

5.

Mr. Wattana

Suthipinijtham

Director, Independent Director,

Audit Committee Member and

Chairman of the Risk Management

Committee

6.

Mr. Thongchai

Jira-alongkorn

Director

2

7.

Mr. Manit

Suthaporn

Director, Independent Director, Audit

Committee Member and Chairman of the

Governance Committee

8.

Mr. Vidhya

Nativivat

Director and Chairman of the Nomination

and Remuneration Committee

9.

Miss Sirirat

Wongwattana

Director and Nomination and

Remuneration Committee Member

10.

Mr. Wicharn

Siriwetwarawut

Director

11.

Mr. Wason

Srirattanapong

Director and the Governance Committee

Member

12.

Mr. Roongroj

Singhattanatgige

Director

7. Resolved for the submission to the Shareholders' meeting for consideration and approval of the payment of remuneration in the form of attendance fees to the Board of Directors of the Company for the fiscal year 2025 as follows:

  1. Attendance fees for the meeting of the Board of Directors of the Company:

- Chairman of the Board

100,000.- Baht per meeting

-

Vice Chairman

70,000.- Baht per meeting

-

Directors

50,000.- Baht per meeting

  1. Attendance fees for the meeting of other Committees:

-

Chairman of the Committee

50,000.- Baht per meeting

-

Committee Member

30,000.- Baht per meeting

  1. Resolved for the submission to the Shareholders' meeting for consideration of the appointment of the auditors of Pricewaterhousecoopers ABAS Company Limited by Mr. Krit Chatchavalwong, Certified Public Accountant No. 5016 and/or Miss Nopanuch Apichatsatien, Certified Public Accountant No. 5266 and/or Miss Sanicha Akarakittilap, Certified Public Accountant No. 8470, as the Company's auditors for the fiscal year 2025 and fixing the remuneration of the Auditors in the amount not exceeding 3,450,000 Baht.
  2. Resolved for the submission to the Shareholders' meeting for consideration and approval for the Company to issue and offer the long-term debentures (the "Debentures") in an amount not exceeding Three Billion Baht, with the details appearing in the Details of Long-term Debentures Planned to be issued and offered in Enclosure.
  3. Resolved for fixing the date, time, place and agenda of the Annual General Meeting of Shareholders of the Company for the year 2025, and fixing the names of the shareholders who are entitled to attend the Annual General Meeting of Shareholders of the Company for the year 2025 (Record Date) with the details as follows:
    1. Fixing the date of the Annual General Meeting of Shareholders of the Company for the year 2025, to be held on Friday, 25 April 2025, at 10.00 hrs. via Electronic Meeting (E-Meeting) only.
    2. Fixing the Agenda for the Annual General Meeting of Shareholders of the Company for the fiscal year 2025 to be as follows:
      Agenda 1. To acknowledge the matters to be informed.
      Agenda 2. To consider and adopt the Minutes of Annual General Meeting of Shareholders of the Company for the fiscal year 2024.

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Agenda 3. To consider and adopt the performance results of the Board of Directors for the previous year and the Form 56-1 One Report 2024.

Agenda 4. To consider and approve the Statements of Financial Position and the Statements of Comprehensive Income of the Company for the fiscal year ended 31 December 2024.

Agenda 5. To acknowledge the non-payment of dividends for the Company's performance results of the fiscal year 2024.

Agenda 6. To consider and approve the election of new Directors in place of those retiring by rotation.

Agenda 7. To consider and approve the payment of remuneration (attendance fees) for the year 2025 to the Board of Directors.

Agenda 8. To consider and appoint the auditors of the Company for the year 2025 and fix the remuneration.

Agenda 9. To consider and approve in an issuance of Long-term Debentures in an amount not exceeding Three Billion Baht.

Agenda 10. To consider other businesses (if any).

  1. Fixing of the names of Shareholders who are entitled to attend the Annual General Meeting of Shareholders of the Company for the year 2025 to be on 21 March 2025 (Record Date).

In addition, the meeting has authorized the Chief Executive Officer to have the authority to consider the changes of the date, time, place and method of meeting for the Annual General Meeting of Shareholders of the Company for the year 2025 as appropriate under the relevant laws.

Please be informed accordingly.

Sincerely yours,

- Signature -

_____________________

Mr. Sanith Adhyanasakul Chief Executive Officer

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Enclosure

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

Type

All types and all forms of debentures (subordinated and/or unsubordinated,

secured or unsecured debentures), depending on prevailing market conditions

at such time the debentures being issued and offered in each occasion.

Currency

Baht and/or any foreign currency using the exchange rate prevailing at such

time the debentures are issued and offered in each occasion.

Total value of

Total amount not exceeding Three Billion Baht or equivalent in other

Debenture

currencies.

Maturity

Not over 5 years of date of issuance of Debentures on each occasion.

Offering

The Debentures will be offered in one or several occasions, and/or as a

project, as a public offering and/or a private placement and/or to any foreign

and/or local institutional investors and/or high net worth investors. Such

offerings may be made in one time or several times in accordance with the

notifications of the Capital Market Supervisory Board ("CSB") and/or other

related rules and regulations in force at the time the debentures are issued and

offered.

Premature

The holders of the Debentures and the Company may or may not be entitled

Redemption

to the right to premature redemption, subject to the terms and conditions of

each issuance.

Interest Rate

Subject to the prevailing market conditions at the time of issue and offering or

under terms and conditions of the Debentures issued at such time, it shall also

be subject to notifications of the CSB and/or other related notifications, rules

and regulations in force at such time the debentures are issued and offered.

Authorization

In relation to restrictions, conditions and other details necessary and related to

the issuance and offering of the Debentures; such as, its name, type, face

value, offering price per unit, interest rate, appointment of Debentureholders'

Representative, offering amount of each issuance, total amount, term,

principal repayment method, allocation procedures, type of security, details of

offering, period of redemption, redemption prior to maturity and registration

of listing on the secondary market, etc., including applications for the

approval from the agencies concerned, appointment of the advisor or other

person concerning the issuance of the Debentures in accordance with the

regulations concerned including doing any acts as necessary and related to the

issuance and offering the Debentures of the Company, they are empowered to

the authorized directors acting on behalf of the Company and/or the person(s)

authorized by the authorized director(s) to consider and determine.

Objectives

For use as the working capital and accommodation of expansion of

business of the group of the Companies.

For acquiring land bank for development of projects.

For repayment of debts.

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