Invitation to the Extraordinary General Meeting of Shareholders

1.1 Report on Q3/2024 Operating Results

Facts and Rationale : To explain details of Q3/2024 operating results ended September 30, 2024

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for acknowledgment of Q3/2024 operating results details

Voting : This agenda is for acknowledgment, no voting required

1.2 Performance Forecast for 2025

Facts and Rationale : To explain operational plans and performance forecast for 2025

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for acknowledgment of operational plans and performance forecast for 2025

Voting : This agenda is for acknowledgment, no voting required

Facts and Rationale: The shareholder group stated that to appoint directors with knowledge, capability, expertise and experience related to the business to manage the Company, and to have majority votes from newly appointed directors to change Company management to those knowledgeable in Company business with management ability, with appropriate compensation and numbers for Company’s condition and size, to reduce Company management costs while increasing efficiency, enabling Company to return to profitability while maintaining directors’ compensation not higher than current (proposing directors’ compensation for shareholders’ consideration in next agenda), and number of directors will decrease as current directors resign or complete terms, ultimately not exceeding 9 directors or similar number (latest after Annual General Meeting 2027 onwards)

Shareholder Group’s Opinion: Propose shareholders’ meeting to approve appointment of 10 new directors in addition to the current directors For consideration of Agendas 2-6 regarding restructuring of Board and directors’ authority, if Agenda 1 shareholders’ meeting does not approve additional directors, shareholder group will not pursue remaining Agendas 3-6 as they are related and conditional upon each other

Board’s Opinion: Deemed appropriate to present to shareholders’ meeting for consideration

Voting: This agenda must be approved by majority vote of shareholders attending and voting

Facts and Rationale: The shareholder group stated that since current Company board and management lack experience related to Company business, causing inefficient management as mentioned above, they deem appropriate to appoint additional new directors who have knowledge, capability, expertise related to Company business including management experience, and to ensure newly appointed directors have sufficient proportion for majority votes to immediately implement Company management changes for efficient, transparent and accountable management prioritizing Company and shareholder benefits.

Shareholder Group’s Opinion: Propose shareholders’ meeting to approve appointment of 10 new additional directors as follows:

(1) Mr. Somchaan Lubtikultham Position: Director
(2) Mr. Montanat Lubtikultham Position: Director
(3) Miss Patcharin Yoosuksamran Position: Director
(4) Miss Plernpis Ranurak Position: Director
(5) Mr. Amnart Sukanjanakul Position: Director
(6) Mr. Noppadol Utain Position: Independent Director
(7) Mr. Tatchapong Thamputthipong Position: Independent Director
(8) Mr. Lersak Kancvalskul Position: Independent Director
(9) Dr. Noppadol Mingjinda Position: Independent Director
(10) Col. Assoc. Prof. Dr. Chanyapat Wiphatthanananthakul Position: Independent Director

           These 10 persons are qualified and have no prohibited characteristics under SEC Notification No. KorJor. 3/2560 regarding determination of untrustworthy characteristics of company directors and executives and Section 68 of Public Limited Companies Act B.E. 2535 (1992) (including amendments), namely directors must be natural persons and

(1) Be of legal age
(2) Not bankrupt, incompetent or quasi-incompetent
(3) Never been imprisoned by final judgment for property offense committed fraudulently
(4) Never been dismissed or discharged from government service, organization or state agency for dishonesty

           In addition, persons nominated as independent directors qualify under Company’s independent director definition per Capital Market Supervisory Board Notification No. ThorJor. 39/2559 regarding application and approval for offering newly issued shares.

           Brief profiles and consent letters for nomination as directors and/or independent directors (as the case may be) are attached in Enclosure 2.

Board’s Opinion: Deemed appropriate to present to shareholders’ meeting for consideration

Voting: This agenda must be approved by majority vote of shareholders attending and voting

Facts and Rationale : To align with changed board structure and number of directors specified in Agenda 3, and to authorize directors with knowledge, capability, expertise and experience related to Company business to act on Company’s behalf.

Shareholder Group’s Opinion : Propose shareholders’ meeting to approve amendment of names and number of authorized directors who can sign to bind the Company from

                  “Mr. Pitak Pruittisarikorn , Mr. Wichai Prapusakpitak, Mr. Wallop Luengseenak, any two of these three directors signing jointly”

                    to ” Miss Patcharin Yoosuksamran or Mr. Amnart Sukanjanakul or Mr. Somchaan Lubtikultham, any two of these three directors signing jointly”

Board’s Opinion: Deemed appropriate to present to shareholders’ meeting for consideration.

Voting : This agenda must be approved by majority vote of shareholders attending and voting.

Facts and Rationale : Due to changed board structure, to ensure Chairman position is held by qualified person with knowledge, capability, expertise and experience beneficial to Company, who can control, supervise and audit executive committee for efficient, transparent and accountable management prioritizing Company and shareholder benefits according to good corporate governance principles for listed companies.

Shareholder Group’s Opinion : Propose shareholders’ meeting to approve appointment of Mr. Tatchapong Thamputthipong, newly appointed director from Agenda 3, as Chairman replacing Mr. Songpol Shanmatkit.

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for consideration.

Voting : This agenda must be approved by majority vote of shareholders attending and voting.

6.1 Termination of employment contract with Mr. Pitak Pruittisarikorn

Facts and Rationale : Due to Mr. Pitak Pruittisarikorn lacking experience related to Company business, unable to manage efficiently, resulting in Company operating losses.

Shareholder Group’s Opinion : Propose shareholders’ meeting to approve Company’s termination of employment contract with Mr. Pitak Pruittisarikorn, effective February 28, 2025.

If the Board delays contract termination beyond this proposal due to Board’s deficiency or fault, causing Company to bear additional compensation or damages, the shareholder group reserves the rights to proceed according to the law.

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for consideration

Voting : This agenda must be approved by majority vote of shareholders attending and voting

6.2 Termination of employment contract with Mr. Wichai Prapusakpitak

Facts and Rationale : Due to Mr. Wichai Prapusakpitak lacking experience related to Company business, unable to manage efficiently, and creating pressure on employees at various levels causing knowledgeable employees to resign due to intolerable pressure, severely damaging Company as employees are crucial factor for Company’s business operations.

Shareholder Group’s Opinion : Propose shareholders’ meeting to approve Company’s termination of employment contract with Mr. Wichai Prapusakpitak, effective February 28, 2025.

If the Board delays contract termination beyond this proposal due to Board’s deficiency or fault, causing Company to bear additional compensation or damages, the shareholder group reserves the rights to proceed according to the law.

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for consideration

Voting : This agenda must be approved by majority vote of shareholders attending and voting

Facts and Rationale : Due to proposed appointment of additional new directors as mentioned in Agenda 3, increasing number of directors and meeting allowance payments, to control board meeting allowances not to exceed previous amounts.

Shareholder Group’s Opinion : Propose shareholders’ meeting to approve new directors’ remuneration for 2024 as follows :

Board’s Opinion : Deemed appropriate to present to shareholders’ meeting for consideration

Voting : This agenda must be approved by votes of not less than two-thirds of shareholders attending and voting

Facts and Rationale : Following the company’s investment of 144.50 million baht in Property M Solutions Co., Ltd., an associate company, which resulted in a full impairment of the investment, at the 2024 Annual General Meeting of Shareholders held on April 10, 2024, the Board of Directors informed shareholders that regarding the issues with Property M Solutions Co., Ltd., the company is in the process of legal proceedings against all 7 related parties at the Southern Bangkok Civil Court. Mr. Montanat Lubtikultham, a shareholder, has been continuously following up on the progress of this case with the company but has not received satisfactory updates from the company’s management.

Shareholders’ Opinion : Propose that the Board of Directors clarify the progress of Case No. PhorE203/2567 at the Southern Bangkok Civil Court regarding the issues with Property M Solutions Co., Ltd. for shareholders’ acknowledgment.

Board’s Opinion : Deemed appropriate to present to the shareholders’ meeting for consideration.

Voting : This agenda item is for acknowledgment only; therefore, no voting is required.

Facts and Rationale : According to Section 105, Paragraph 2 of the Public Limited Companies Act B.E. 2535 (1992), “shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those specified in the notice of meeting.”

Board’s Opinion : It is deemed appropriate to include this agenda item to allow shareholders to ask questions and/or express opinions on various matters without voting. However, if shareholders wish to open discussions and voting on any matter, they must comply with the criteria and conditions of the law under Section 105, Paragraph 2 mentioned above.

To facilitate shareholders’ travel to the Extraordinary General Meeting of Shareholders, Qualitech Public Company Limited has prepared a map of the meeting venue along with this invitation letter, as shown in Enclosure 10. To protect shareholders’ rights and for convenience, shareholders are kindly requested to follow the guidelines for attending the shareholders’ meeting and proxy appointment as shown in Enclosure 5 (attending in person and via electronic means). Furthermore, for this Extraordinary 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 9.

If you are unable 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 (as per Enclosure 7), 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 3) with this invitation letter. Please submit the proxy form and supporting documents to the company by January 6, 2025 through the following channels:

• Mail : Company Secretary Department
Qualitech Public Company Limited
No. 21/3, Ban Plong Road, Map Ta Phut Sub-district, Mueang District, Rayong Province 21150

• Email : IR@qualitechplc.com

You are cordially invited to attend the meeting at the date, time, and venue mentioned above.