Rights of Shareholders

The Company recognizes and values the rights of the shareholders, hence it tried to promote and protect the shareholders to exercise their fundamental rights including to facilitate them to exercise their rights in various matters which shareholders should receive equally such as the dissemination of information related to the Company, details of the exercise of rights in various matters through the news system of the Stock Exchange of Thailand and the Company’s website. Including providing the shareholders to propose the meeting agenda and to nominate the persons to be the Company’s directors and providing an opportunity to ask questions on various agendas via the website, to exercise of Voting right on significant issues including the approval of dividend payment etc. The Company will not do anything that violates or deprives the rights of shareholders. In addition, the Company also promotes the shareholders especially the institutional investors to attend the shareholders’ meeting through the coordination of the Company’s investor relations unit.

Equitable Treatment of Shareholders

The Company has set the policy to support and emphasizes fair treatment to all shareholders equally and fairly to protect the basic rights of all shareholders especially the minority shareholders who may have been violated and should receive the opportunity to get the compensation.

The Company published the AGM invitation letter together with supporting documents for each meeting agenda on the Company website, www.lh.co.th , under Investor Information I Shareholder Information I Invitation to attend the AGM, 30 days before the AGM date. The move was to ensure sufficient time for shareholders to review all materials before receiving hard-copy documents and fully understand the procedure to attend the Inventech Connect online electronics meeting, including submitting requests to attend the AGM online, how to appoint proxy, how to install the meeting application, how to register, how to vote, and how to ask questions via the system. All these procedures were detailed and delivered to all shareholders via online and offline with hard-copy documents before the physical AGM.

In addition, the Company facilitated shareholders who could not attend the meeting by providing instructions for assigning a proxy together with three forms of proxy, Proxy (Form A), (Form B) and (Form C), annexed to the AGM invitation letter and attached profiles of three independent directors whom shareholders can select to become their proxies. Shareholders can download the materials from the Company website.

Shareholders’ rights are consistently promoted. The Meeting was held at 13.35 on 27 April 2023, in the form of HYBRID MEETING (Physical and E-AGM), conducted physically and broadcasted from the meeting room (Sathorn 1-2) 4th Floor, Q. House Lumpini Building, 1 South Sathorn Road, Tungmahamek, Sathorn, Bangkok. Prior to the Meeting, the Company had sent an invitation declaring the method of the Meeting including the detailed guidelines explaining the methods to attend the Meeting, proxy procedure including a link for e-registration for attending online-meeting to each shareholder. In this Meeting, the Company appointed Inventech System (Thailand) Company Limited, a service provider certified by the Electronic Transactions Development Agency, to facilitate the Electronic Meeting and broadcast the live Meeting to the shareholders as well as to conduct the registration and vote counting processes.

The Annual General Meeting of Shareholders No. 1/2023 had a total of 1,250 shareholders and proxies, accounted for 6,188,836,742 shares (representing 51.79%), more than one-third of total number of the Company’s shares (11,949,713,176 shares). Mr. Naporn Sunthornchitcharoen was the Chairman of meeting and Ms. Punsopit Worakuttanon, Vice President Legal Department, was Secretary of the meeting with all 9 directors (100%) attending the meeting as follows :

1. Mr. Naporn Sunthornchitcharoen

Chairman, Chairman of the Meeting

2. Mr. Pakhawat Kovithvathanaphong

Independent Director and Chairman of the Audit Committee

3. Mr. Piphob Veraphong

Independent Director, Chairman of the Nomination and Remuneration Committee and Audit Committee

4. Mr. Bundit Pitaksit

Independent Director and Chairman of the Risk Management & Sustainable Development Committee, Audit Committee and Nomination and Remuneration Committee

5. Mr. Wit Tantiworawong

Director, Managing Director (Support), and Risk Management & Sustainable Development Committee

6. Mr. Watcharin Kasinrerk

Director, Managing Director (Operation – Housing Project), and Risk Management & Sustainable Development Committee

7. Mr. Chokchai Walitwarangkoon

Director, Managing Director (Operation - Condominium Project)

8. Mr. Achawin Asavabhokhin

Director

9. Mr.Nantawat Pipatwongkasem

Director and Senior Executive Vice President, Company Secretary, Risk Management & Sustainable Development Committee

On the day, the Company had also invited Ms. Rosaporn Decharkom, the auditor from EY Office Limited, the Company’s external auditor to attend the meeting and answered questions on any relevant issues. In addition, the Company also invited an independent legal consultant to observe the meeting and to oversee the meeting to be transparent in compliance with laws and regulations including the Company’s Article of Association and to act as a mediator monitoring the counting votes of each agenda.

The minutes of the AGM were taken with all details, including the names of all directors that attended, essential questions and answers, resolutions of each agenda with detailed explanations. The resolutions with details of the votes were promptly disclosed to all shareholders on the same day and posted for shareholders and investors on the official website of SET.

The AGM minutes in Thai and in English were posted on the Company website, www.lh.co.th, under Investor Information I Shareholder Information I Minutes of Shareholders’ Meetings, within 14 days after the AGM.

The Company has set the policy to support and emphasizes fair treatment to all shareholders equally and fairly to protect the basic rights of all shareholders especially the minority shareholders who may have been violated and should receive the opportunity to get the compensation. Thus, the Company has resolved to adopt the following treatments :

  1. At the shareholders’ meeting, each agenda will be proceeded in the order that has mentioned in the invitation letter. The Company shall not add any agenda to the meeting without prior notice to the shareholders. This is to ensure that the shareholders have sufficient time to study the information which supporting each agenda before making their decision.

  2. The Board of Directors resolved to allow the Company to provide the opportunity to shareholders to have the rights to propose additional agenda items in advance which the Company has notified all the shareholders to acknowledge through the website of the Company www.lh.co.th and website of the Stock Exchange of Thailand including the method for proposing the agenda and criteria for considering adding agenda to the meeting agenda clearly in advance. The Company’s independent directors shall consider and screen the agenda proposed by the shareholders before submitting to the Board of Directors. The matters approved by the Board of Directors will be included as the agenda for the next meeting. For the proposed agendas which are not approved by the Board of Directors, the Company will inform the shareholders with the rationale on the Company’s website.

  3. The Board of Directors has resolved to allow the Company to allow its shareholders to nominate persons to be elected as directors. The nominated candidates must have all the qualifications specified by the Company and must give their consent for nominating as well in order that the Nomination and Compensation Committee of the Company will then proceed in accordance with the recruitment, scrutiny and selection process of the names of persons proposed before submitting to the Board of Directors for further consideration. Any person who is approved by the Board of Directors, the name will be included in the agenda for election of the directors of the Company at the next meeting. For the name that is not approved by the Board of Directors, the Company will notify the shareholders of this matter with the rationale on the website of the Company or other appropriate information dissemination channels.

  4. Propose a list of all independent directors as an alternative for proxy and can choose to appoint any independent director as a proxy. The proxy form is in the form prescribed by the Ministry of Commerce. The form is in the pattern that the shareholders can determine the direction of their votes by themselves. This measure is to encourage the shareholders to exercise their rights to attend the meeting and to vote on each agenda.

  5. Encourage shareholders to use ballots for every agenda by providing the ballots separately for every important issue so that shareholders can vote as they deem appropriate. The ballots will be collected in the meeting room so that there will be counted and combine the scores for the calculation with the votes that have been voted in advance in the proxy form before making the announcing of the resolution of the votes in the meeting room.

  6. The election of the director to replace those who retired by rotation, the Company also allows the shareholders to exercise the rights to elect the directors individually.

  7. The Company has set the measures to prevent the use of inside information for benefit of directors and executives. The directors and executives will have the responsibility to submit the reports of their interests and those of their related parties, as well as their shareholdings including those of their spouses and children under age and have to report every time such shareholdings was changed whether by a purchase, sale, transfer or acceptance of transfer of securities.