Invitation Letter to the 2025 Annual General Meeting of Shareholders

Agenda 1    To consider and certify Minutes of the Extraordinary General Meeting of Shareholders No. 1/2025

Fact and Reason: The Company arranged the Extraordinary General Meeting of Shareholders No. 1/2025 on Monday, January 13, 2025, were prepared within 14 days from the date of the meeting and submitted the Minutes of the meeting to the Stock Exchange of Thailand and the Ministry of Commerce, and published on the website of the Company on www.qualitechplc.com within the time prescribed by law and record correctly. The details appear in Enclosure 1.

The Board’s opinion: The Board of Directors has considered and deemed it appropriate to propose to the shareholder’s meeting to certify the minutes of the Extraordinary General Meeting of Shareholders No. 1/2025 held on Monday, January 13, 2025.

Vote required: This agenda item must be approved by a majority vote of shareholders who attend the meeting and cast their votes.

Agenda 2    To acknowledge the 2024 business operating performance report of the Company

Fact and Reason: The Company has prepared a summary report of the business operating result for the year 2024 ended December 31, 2024, that appears in the Annual Report for the year 2024 (Form 56-1 One Report) in Enclosure 2 in QR Code format and has published it on the website of the Company on www.qualitechplc.com.

The Board’s opinion: The Board of Directors deems it appropriate to present the shareholders to acknowledge the 2024 business operating performance report of the Company ended December 31, 2024

Vote required: This agenda item was for acknowledgement, and there was no voting in this agenda.

Agenda 3  To consider and approve the Company’s Audited Financial Statement for the year 2024 ended December 31, 2024

Fact and Reason: According to Public Company B.E. 2535 Section 112 and Section 44. of the Articles of Association of the Company, the board of Directors shall prepare a balance sheet and a statement of income as of the ending day of the accounting period of the Company for submission to the annual general shareholders’ meeting to examine and approve the balance sheet and the statement of profit and loss. The Board of Directors shall also have an auditor audit the balance sheet and the statement of profit and loss before to submitting them to the shareholders’ meeting.

The Financial statement for the year 2024 ended on December 31, 2024 has been verified and endorsed by Miss Suphaporn Mangjit, the auditor of D I A International Auditing Company Limited and this statement has been determined by the Audit Committee and the Board of Directors, the details appear in the “Financial Statements” which appeared in the Annual Report for the year 2024 (Form 56-1 One Report) in Enclosure 2 in QR Code format which represents corporate financial position and performance in 2024. The details are summarized as follows:

Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited and subsidiaries are as follows:

 Total assets                                                               366,420,166.66         Baht

Total liabilities                                                             83,375,674.87         Baht

Total Income                                                             426,329,828.73         Baht

Profit (Loss) for the year for owners of the Company  (10,284,481.63)   Baht

Earnings per share                                                                     (0.10)        Baht

Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited are as follows:

Total assets                                                              359,151,186.34           Baht

Total liabilities                                                             83,892,406.61        Baht

Total Income                                                              405,276,673.73        Baht

Profit (Loss) for the year for owners of the Company  (6,280,687.85)        Baht

Earnings per share                                                                  (0.06)         Baht

The Audit Committee opinion: The Audit Committee has considered the financial statement for the year 2024 ended December 31, 2024, which has been audited by Miss Suphaporn Mangjit, the auditor of D I A International Auditing Company Limited. The Audit Committee deems it appropriate for the Board of Directors to propose the financial statements for approval at the shareholders’ meeting.

The Board’s opinion: The Board of Directors has considered and deemed it appropriate to propose to the shareholder’s meeting to approve the Company’s Audited Financial Statement for the year 2024 ended December 31, 2024, which has been audited by Miss Suphaporn Mangjit, the auditor of D I A International Auditing Company Limited, and has been reviewed by the Audit Committee and the Board of Directors.

Vote required: This agenda item must be approved by a majority vote of shareholders who attend the meeting and cast their votes.

Agenda 4   To consider and approve the omission of dividend payment for the 2024 Company’s performance

Fact and Reason: The Company has a policy of paying dividends at least 40 percent of net profit after deducting corporate income tax and legal reserve requirements under the applicable laws. Dividend Payment depends on the Company’s overall performance, economic condition, the Company’s cash flow as well as the Company and subsidiaries’ future investment plans and other relevant factors. However, the dividend payment may differ from company policy or be omitted as determined and approved by the Board of Directors and forward the proposal to the Annual General Meeting for approval.

The 2024 operating result from January 1 – December 31, 2024, the Company has net loss and necessity to reserve cash for operational working capital. The Board of Directors viewed it as appropriate to propose to the shareholders’ meeting to consider the omission dividend payment for 2024 Company’s performance.

The Board’s opinion: The Board of Directors has considered and agreed to propose to the shareholders’ meeting to approve the omission of dividend payment for the 2024 Company’s performance, due to the net loss and necessity to reserve cash for operational working capital.

Vote required: This agenda item must be approved by a majority vote of shareholders who attend the meeting and cast their votes.

Agenda 5    To consider and approve the election of the directors to replace those due to retire by rotation

Fact and Reason: According to Public Company B.E. 2535 Section 71 and Section 18. of the Articles of Association of the Company, one-third of the directors shall retire at the Annual General Meeting of Shareholders, and if the number of directors cannot be divided into three, a number of directors closest to one-third shall retire. For 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 held terms of directorship the longest shall retire and directors who retire by rotation may be re-elected.

The 2025 Annual General Meeting of Shareholders has 6 directors from total of 18 persons who are due to retire by rotation as follows:

1. Mr. Songpol Shanmatkit                Independent Director
2. Mr. Sitthi Ngamlumyoung             Independent Director
3. Mr. Phethai Wattanasiri                 Independent Director
4. Mr. Wanmongkol Silaprasert        Independent Director
5. Mr. Pitak Pruittisarikorn                Director
6. Mr. Wichai Prapusakpitak             Director

The Company has announced on the Company’s website www.qualitechplc.com and via the Stock Exchange of Thailand website to give shareholders the opportunity to nominate persons to be elected as the Company’s directors at the 2025 Annual General Meeting of Shareholders between October 1, 2024, and December 31, 2024, in accordance with the principles of good corporate governance of listed companies. However, when the specified period had lapsed, two shareholders nominated individuals for consideration for appointments as company directors, as follows:

1. Mr. Somchaan Lubtikultham
2. Mr. Montanat Lubtikultham

The Company has reviewed the names proposed by shareholders. However, the two individuals who were nominated for appointment as directors have already been appointed as directors by the resolution of the Extraordinary General Meeting of Shareholders No. 1/2025 on January 13, 2025, and they are still holding their positions. Therefore, their names have not been considered again in this instance.

The Nomination and Remuneration Committee opinion: The Nomination and Remuneration Committee (excluding interested directors), having considered the profiles and director qualifications and did not have any prohibited characteristics under the Public Limited Companies Act B.E.2535 (as amended), the Securities and Exchange Act B.E. 2535 (as amended), announcement of the Stock Exchange of Thailand Board and related announcements from the Capital Market Supervisory Board. Additionally, the selection criteria and process for identifying qualified candidates for the position of company director were considered.

The Nomination and Remuneration Committee’s opinion is that the number of directors should appropriate with the Company’s business size. Therefore, for this Annual General Meeting of Shareholders, only two suitable candidates are being proposed for consideration by the Board of Directors, who will subsequently propose them to the shareholders for appointments as Company directors.

The Nomination and Remuneration Committee have considered 1. Mr. Kitti Phuathavornskul and 2. Ms. Kunlanit Sarapab, that two nominated persons passed the selection process established by the Company and meet the relevant regulatory qualifications. They possess the required qualifications as prescribed by the Capital Market Supervisory Board and are distinguished professionals with expertise in their respective fields. Their qualifications and experience would be beneficial to the Company’s operations.

Therefore, the Nomination and Remuneration Committee was deemed appropriate to propose 1. Mr. Kitti Phuathavornskul and 2. Ms. Kunlanit Sarapab to replace two directors retiring by rotation in 2025, namely Mr. Wanmongkol Silaprasert and Mr. Wichai Prapusakpitak to the Board of Directors and the shareholders’ meeting for consideration and approval.

The Board’s opinion: The Board of Director’s (excluding interested directors) have passed a scrutiny process and careful consideration be careful and agrees with the Nomination and Remuneration Committee considered the opinion that 1. Mr. Kitti Phuathavornskul and 2. Ms. Kunlanit Sarapab have the qualifications suitable for the company’s business operation, knowledgeable, competent, and experienced which are beneficial to the company’s business operations and did not have any prohibited characteristics under the Public Limited Companies Act B.E.2535 (as amended), the Securities and Exchange Act B.E. 2535 (as amended), announcement of the Stock Exchange of Thailand Board and related announcements from the Capital Market Supervisory Board. Therefore, the Board of Directors deems it appropriate to propose to the 2025 Annual General Meeting of Shareholders to approve the appointment of:

1. Mr. Kitti Phuathavornskul Proposed Position: Director
2. Ms. Kunlanit Sarapab Proposed Position: Director

to replace two directors retiring by rotation in 2025, namely Mr. Wanmongkol Silaprasert and Mr. Wichai Prapusakpitak. The Profiles of candidates nominated for election as directors of the Company appear in Enclosure 3.

Vote required: This agenda item must be individually voted on and approved by a majority vote of the shareholders present at the Meeting and casting their votes.

Agenda 6   To consider and approve the director’s remuneration for the year 2025

Fact and Reason: According to Section 34. of the Articles of Association of the Company, the remuneration of the Director is set in the form of the monthly salary, meeting attendance fee, pension, bonus, and other welfare payment in accordance with the articles or as considered of the shareholders’ meeting which may be defined as a definite number, or set the rules and follow them from time to time, or they will be in effect indefinitely until changed.

The Nomination and Remuneration Committee opinion: The Nomination and Remuneration Committee has reviewed the appropriateness of director remuneration, ensuring it aligns with the Company’s performance, business size, responsibilities, and directors’ contributions. Consideration was also given to the overall economic conditions, and a comparison was made with remuneration offered by other companies listed on the Thailand Stock Exchange and within the same industry. The remuneration should be sufficient to attract and retain qualified directors. Therefore, the committee proposes that the Board of Directors present the remuneration for the Board of Directors and subcommittees for 2025 to the shareholders’ meeting for approval, with details as follows:

And propose the travel fee for Board of Director’s in an amount not exceeding 50,000 baht/ person/ year by considering paid per time when traveling and not receiving meeting allowances.

The Company does not provide meeting remuneration to the Executive Committee.

The Board’s opinion: The Board of Directors agrees with the Nomination and Remuneration Committee and deems it appropriate to propose to the shareholders’ meeting for approval of the remuneration for directors and subcommittees for the year 2025 as presented above.

Vote required: This agenda item must be approved by not less than two-third (2/3) votes of all shareholders who attended the meeting and had the right to vote.

Agenda 7   To consider and appoint the auditors and approve the audit fee for the year 2025

Fact and Reason: According to Public Company B.E. 2535 Section 120, the annual general shareholders’ meeting shall appoint the auditor and stipulate auditing fee of the Company yearly. The same auditor can be reappointed.

The Audit Committee opinion: In selecting the auditor, the Audit Committee selected the auditor of the Company from the qualification, the independence of work performance, the experience, the readiness of the staff. The standard of performance is always acceptable. When comparing the amount of work and the compensation rate, the auditor was appointed from the D I A International Auditing Company Limited which qualified the auditor in accordance with the requirements of the Office of the Securities and Exchange Commission. Therefore, it is deemed appropriate to propose the appointment of DIA International Audit Company Limited as the Company’s auditor, along with the approval of the designated auditors and the audit fees for the year 2025, with details as follows:

The above-mentioned auditors are qualified faculty above notification of the Commission Securities and Exchange and those auditors have neither interest nor relationship with the company, its subsidiaries, management, major shareholders or other related persons that may deprive their independence in discharging their duties. The auditor’s profiles are shown in Enclosure 4. The number of years that D I A International Auditing Company Limited has been the Company’s auditor for twenty years (since the year 2005).

The audit fee for the auditing of the financial statements for the year 2025 is 1,450,000 baht, with comparison to the audit fees of the previous years as follows:

Remark : Audit fees increased from 2024 in the amount of 140,000 baht due to the transition from the Sage accounting software to Mango, resulting in a higher workload.

Therefore, (1) Duwell Intertrade Company Limited and (2) Qualitech Solution Energy Company Limited, Subsidiary Companies are also using the same auditor company. The Board of Directors will ensure that the Auditor makes the financial statement timely.

The Board’s opinion: The Board of Directors has considered the opinion of the Audit Committee to propose to the shareholder for consideration and approval for the appointment

1. Miss Suphaphorn Mangjit            CPA Registration No. 8125   and/or

2. Miss Somjintana Pholhirunrat       CPA Registration No. 5599   and/or

3. Mr. Wirote Satjathamnukul           CPA Registration No. 5128   and/or

4. Mr. Nopparoek Pissanuwong       CPA Registration No. 7764

From D I A International Auditing Company Limited as the company’s auditors with any one of the designated auditors responsible for auditing and expressing an opinion on the company’s financial statements for the year 2025. The audit fee for the auditing of the financial statements for the year 2025 is 1,450,000 baht.

Vote required: This agenda item must be approved by a majority vote of shareholders who attend the meeting and cast their votes.

Agenda 8   To consider and approve the amendment to the authority of the directors to sign

Fact and Reason: For enhancing the Company’s operational efficiency, the Board of Directors Meeting No. 4/2025 resolved to propose to the shareholders’ meeting for consideration and approval of the amendment to the authority of the directors to sign, as follows:

From:        “Ms. Patcharin Yoosuksamran Mr. Amnart Sukanjanakul, Mr. Somchaan Lubtikultham, two of these three directors jointly sign.”

To:            “Ms. Patcharin Yoosuksamran, Ms. Kunlanit Sarapab, Mr. Kitti Phuathavornskul, two of these three directors jointly sign.”

The Board’s opinion: The Board of Directors has considered and deemed it appropriate to propose to the shareholder’s meeting to amendment to the authority of the directors to sign.

Vote required: This agenda item must be approved by a majority vote of shareholders who attend the meeting and cast their votes.

Agenda 9   To Consider other Matters (if any)

The Board’s opinion: The Board of Directors agreed to open this agenda so that shareholders can make inquiry and/or express opinions about matters without voting.

The record date for determining the list shareholders entitled to attend the 2025 Annual General Meeting of Shareholders (Record Date) has been set for Friday, March 21,2025.

In order to facilitate the shareholders in attending the 2025 Annual General Meeting of Shareholders, the Company would provide the map of the meeting venue, as shown in Enclosure 12 and protect shareholders’ rights and ensure a smooth and efficient process, shareholders are kindly requested to follow the guidelines for attending shareholders’ meeting and proxy, as shown in Enclosure 7 (attending in person and via electronic means). Furthermore, for this 2025 Annual General Meeting of Shareholders, Qualitech Public Company Limited has complied with the Personal Data Protection Notice in accordance with the Personal Data Protection Act, as shown in Enclosure 11.

In the case that the shareholders do not wish to attend the meeting in person, please appoint another person to attend and vote on your behalf by selecting one of the proxy forms. The company has attached Proxy Forms A, B, and C (Enclosure 9) or shareholders can download Proxy Form A (general form), Form B (detailed form with specific voting instructions), or Form C (specifically for foreign investors who have appointed a custodian in Thailand) from the company’s website https://qualitechplc.com. Please use only one of the specified forms.

Alternatively, shareholders may appoint an independent director of the Company to attend and vote on their behalf. Information about the independent directors is attached (Enclosure 5) with this invitation letter. Please submit the proxy form and supporting documents to the company by April 23, 2025 through the following channels:

• Post : Company Secretary
               Qualitech Public Limited
               21/3 Banplong Road, Maptaphut, Muang, Rayong 21150

• Email: ir@qualitechplc.com

All shareholders are cordially invited to attend the 2025 Annual General Meeting of Shareholders on the date, time and place as mentioned above.

Sincerely yours