Notice of the 2020 Annual General Meeting of Shareholders

SC Asset Corporation Public Company Limited Wednesday July 29, 2020 At 14.00 hours. (Registration at 12.00 hours, please bring the Notice of Meeting (Barcode) to the Meeting)

Auditorium Room, 9th Floor Shinawatra Tower III No. 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok, Thailand

► No Souvenir & Snack Box Provided at this Shareholders’ Meeting ◄

In order to comply with the policy on transparency and the Guideline for Good Corporate Governance campaigned by the supervising authorities in relation to the decrease or cancellation of souvenir giving at the Annual General Meeting of Shareholders and to prevent contamination and spread of COVID-19 therefore refrains from snack box. However, the company will provide the bottle of water.

CONTENT Notice of the 2020 Annual General Meeting of Shareholders

Page Notice of the 2020 Annual General Meeting of Shareholders 3 Attachment 1 A copy of the Minutes of the 2019 Annual General Meeting of Shareholders held on April 25, 2019 27 Attachment 4 Preliminary information of the Auditors 59 Attachment 5 Preliminary information of Directors who are retiring by rotation and will be proposed to be 62 re-elected as directors of the Company for another term Attachment 6 Definition of Independent Director 69 Attachment 7 Information regarding the Asset Acquisition and Connected Transaction 71 Attachment 9 Details of the program regarding the issuance and offering of the Warrants to purchase the 107 ordinary shares to directors and employees of the Company and the subsidiaries (Employee Stock Option Program - ESOP Grant IV) Attachment 10 Share Allotment Report Form 120 Attachment 11 Profiles of the Independent Directors to act as Proxy for Shareholders 123 Attachment 12 The Company’s Articles of Association in relation to the General Meeting of Shareholders 127 Attachment 13 Procedures for Attending the 2020 Annual General Meeting of Shareholders 130 Attachment 14 Precautionary Measures and Guidelines for attending the 2020 Annual General meeting of 131 Shareholders regarding the outbreak of Coronavirus 2019 (“COVID-19”) Attachment 15 Question Form for 2020 Annual General Meeting of Shareholders 133 Attachment 16 Map of the 2020 Annual General Meeting of Shareholders Venue 134 Attachment 17 Proxy Form A, Form B and Form C 135 Attachment 18 Documents or Evidence Showoing an Identity of the Shareholder or a Representative of 148 the Shareholder and Proxy Procedures

The Company has disclosed all the documents pertaining to the 2020 Annual General Meeting of Shareholders on its website at: www.scasset.com

ที่ SC-L 060/2563

24th June 2020

Subject: Notice of the 2020 Annual General Meeting of Shareholders

To: All Shareholders SC Asset Corporation Public Company Limited

Attachments: 1. A copy of the Minutes of 2019 Annual General Meeting of Shareholders held on April 25, 2019 2. The 2019 Annual Report, showing Financial Statement for the year 2019 ended December 31, 2019 3. The 2019 Sustainability Report 4. Preliminary information of the Auditors 5. Preliminary information of Directors who are retiring by rotation and will be proposed to be re-elected as directors of the Company for another term. 6. Definition of Independent Director 7. Information regarding the Asset Acquisition and Connected Transaction 8. Report of Independent Financial Advisor’s Opinion regarding the Asset Acquisition and Connected Transaction 9. Details of the program regarding the issuance and offering of the Warrants to purchase the ordinary shares to directors and employees of the Company and its subsidiaries (ESOP Program – Grant IV) 10. Share Allotment Report Form 11. Profiles of the Independent Directors to act as Proxy for Shareholders 12. The Company’s Articles of Association in relation to the General Meeting of Shareholders 13 Procedures for Attending the 2020 Annual General Meeting of Shareholders 14. Precautionary Measures and Guidelines for attending the 2020 Annual General meeting of Shareholders regarding the outbreak of Coronavirus 2019 (“COVID-19”) 15. Question Form for 2020 Annual General Meeting of Shareholders 16. A map to the Meeting of Shareholders Venue 17. Proxy Form A, Form B and Form C 18. Documents or Evidence Showoing an Identity of the Shareholder or a Representative of the Shareholder and Proxy Procedures

NOTICE IS HEREBY GIVEN that, by virtue of the resolution of the Board of Directors of SC Asset Corporation Public Company Limited (“the Company”), the 2020 Annual General Meeting of Shareholders will be held on Wednesday, July 29, 2020 at 14.00 hours (Registration at 12.00 hours, please be informed that no snack box and beverage will be served but only the bottle of water will be provided in order to reduce the risk of contamination and the spread of COVID-19 virus), at Auditorium Room, 9th Floor, Shinawatra Tower III, No.1010 Viphavadi Rangsit Road, Chatuchak Sub-district, Chatuchak District, Bangkok, to consider 12 agendas as follows 3

Agenda 1 Matters to be informed

Objective and Rationale This provides an opportunity to the Chairman to independently communicate with the shareholders on issues of major importance which the shareholders should be informed.

Opinion of the Board of Directors To be acknowledged

This agenda is for acknowledgement, and thus there is no casting of vote.

Agenda 2 To consider and adopt the Minutes of the 2019 Annual General Meeting of Shareholders held on April 25, 2019

Objective and Rationale The 2019 Annual General Meeting of Shareholders was held on April 25, 2019. The Meeting considered all specified matters in compliance with the Articles of Association of the Company and the relevant laws. The Company also prepared such minutes of meeting and video record of such event which have been available on the Company’s website (www.scasset.com) in the Investor Relations Menu since May 8, 2019 onwards in order to make available for the shareholders to review an accuracy and integrity of the minutes. Therefore, the Company proposes the Meeting of Shareholders to certify the Minutes of the Annual General Meeting of Shareholders for the year 2019 as enclosed in the Attachment 1.

Opinion of the Board of Directors The Board of Directors opined that such minutes are accurate and complete. Since the minutes have been disseminated via the Company’s website, there has been no any dissent, objection, or argument from any shareholder or interested person or relevant person sent to the Company. The Board of Directors recommended the shareholders to certify the Minutes of the Annual General Meeting of Shareholders for the year 2019, held on April 25, 2019 as enclosed in the Attachment 1.

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes

Agenda 3 To consider and certify the Board of Directors’ report on the operating performance of the Company for the year 2019

Objective and Rationale Pursuant to Section 113 of the Public Limited Companies Act B.E.2535, the Board of Directors shall deliver the Annual Report of the Board of Directors to the shareholders along with written notices calling for an annual general meeting. At present, the Annual Report of the Board of Directors for the year 2019 which contains correct and complete details as prescribed by the Public Limited Companies Act B.E. 2535 and the regulations of the Securities and Exchange Commission has been already prepared by the Company; as a consequence, the Company desires to present the Annual Report of the Board of Directors for the year 2019 to the shareholders for acknowledgement and certification.

Opinion of the Board of Directors The Board of Directors recommended the shareholders to certify the 2019 operating performance of the Company, detail of which appears in the 2019 Annual Report as enclosed in the Attachment 2 according to the QR Code, topic: “2019 Annual Report”. In addition, the Company has already posted its 2019 Annual Report on the Company’s website (www.scasset.com) in the Investor Relations Menu in advance prior to the date of the Annual General Meeting of Shareholders for the shareholders and relevant persons’ acknowledgement.

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 4 To approve the 2019 Financial Statement for the year ended December 31, 2019

Objective and Rationale Pursuant to Section 112 of the Public Limited Companies Act B.E. 2535 and Article 44 of the Articles of Association of the Company, the Board of Directors shall prepare the balance sheet and the profit and loss account as of the last day of the accounting year of the Company (ends on 31 December of each calendar year) for submission to the meeting of shareholders for its consideration and approval at the date of Annual General Meeting of Shareholders. The Company, therefore, proposes the shareholders to approve the 2019 Financial Statements for the year ended December 31, 2019 which is examined by the Company’s licensed auditor and is endorsed by the Audit Committee.

Balance Sheet for the year 2019

Consolidated Financial Separate Financial Details Statements Statements Total Asset 45,082,714,986 40,453,352,108 Total Liability 27,526,147,284 24,061,120,981 Owners’ Equity 17,556,567,702 16,392,231,127 Total Liabilities and Owners’ Equity 45,082,714,986 40,453,352,108 Revenue 17,636,558,569 15,659,198,128 Profit for the year 2,016,062,147 1,996,977,688 Basic Earnings Per Share 0.4848 0.4778

Opinion of the Audit Committee The Audit Committee opined that the Financial Statement for the year 2019 has been executed in accordance with the Financial Reporting Standard, so the Committee agreed to propose the Meeting of Shareholders to approve it.

Opinion of the Board of Directors The Board of Directors agreed to propose the 2019 Financial Statements for the year ended December 31, 2019, which is audited by the Company’s licensed auditor and is endorsed by the Audit Committee, details of which appear in the Financial Statements for the year ended December 31, 2019 as enclosed in the Attachments 2 to the Meeting of Shareholders for its consideration and approval. The 2019 Financial Statements for the year ended December 31, 2019 has been publicized to the public via the website of the Stock Exchange of Thailand (www.set.or.th) and the Company’s website (www.scasset.com) in the Investor Relations Menu since February 19, 2020.

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 5 To acknowledge the report of Interim Dividend Payment

Objective and Rationale The Company has a policy of paying dividend to the shareholders not less than 40% of net profits after deduction of income tax for each year. The dividends payment may be changed depending on operating result, business expansion, cash flow, any other necessity, and any future appropriateness which creates utmost benefit to the shareholders. The Board of Directors Meeting No. 3/2020 on April 15, 2020 has passed the resolution to approve the interim dividend payment at the rate of 0.19 Baht. The Record Date for specifying the list of shareholders who have the right to receive this dividend was May 5, 2020, paid on May 15, 2020. 6

Accordingly, by virtue of section 115 of the Public Limited Company Act B.E. 2535 and Article 46 of the Company’s Articles of Association, the Company shall report shareholders meeting in relating to the interim dividend payment for their acknowledgment.

Opinion of the Board of Directors The Board of Directors Meeting deemed appropriate to report shareholders meeting that the Board of Directors Meeting No. 3/2020 on April 15, 2020, has passed the resolution to approve the interim dividend payment at the rate of 0.19 Baht (Nineteen Satang) amounting to a total of Baht 794,128,448.28 or 41.79% of the profit for the year 2019, which it is in accordance with the Company’s policy indicating that paying dividend to the shareholders not less than 40% of net profit after deduction of income tax for each year. The interim dividend was paid on Friday May 15, 2020. The interim dividend payment was intended to diminish any potential impact of the indefinite postponement of the Annual General Meeting of Shareholders, previously scheduled for Wednesday, April 23, 2020, on the shareholders. Therefore, the Board of Directors will not propose any further annual dividend payment for 2019. A comparison between the dividend payments based on the operating results in 2019 and in 2018

Year 2019 Year 2018 Details of dividends Payment (Interim Dividend Payment) (2018 Financial Statement) 1. Net Profits 1,996,977,688 Baht 1,622,108,826 Baht

- Deduct the profit from the adjustment (96,913,046) Baht of the fair value of investment property

Add loss from the adjustment of the 1,537,260 Baht fair value of investment property - Net Profit from Operating 1,900,064,642 Baht 1,623,646,086 Baht - Earnings Per Share 0.4546 Baht : Share 0.3885 บาท : Share 2. Dividends: Baht per Share 0.19 Baht : Share 0.16 Baht : Share Pay in cash (Interim Dividend) (Annual Dividend) 3. Proportion of Dividends (%) 41.79% 41.18% 4. Total Dividend Payment 794,128,448.28 Baht 668,736,546 Baht

Legal reserve fund The Company allotted its net profit for the year 2017 as legal reserve fund in the amount of Baht 437,933,202 (Four Hundred Thirty-Seven Million Nine Hundred Thirty-Three Thousand Two Hundred and Two Baht), which accounted for 10 percent of the registered capital of the Company.

This agenda is for acknowledgement, and thus there is no casting of vote.

Agenda 6 To consider and approve the appointment of the auditor and to fix the audit fee for the year 2020

Objective and Rationale To propose the Meeting of Shareholders to consider and approve of an appointment of Company’s Auditor and fix the Audit fee for the year 2020 in accordance with Section 120 of the Public Limited Company Act B.E. 2535 and Article 41 of the Company’s Articles of Association, provided that the appointment of the auditor and the audit fee shall be considered and approved by the Annual General Meeting of Shareholders.

Opinion of the Audit Committee The Audit Committee opined that the auditors from PricewaterhouseCoopers ABAS Company Limited performed their all contractual assigned duties completely and satisfactorily and they also have been independent and have had no relationship or conflict of interest with the Company, its subsidiaries, affiliates, managements, major shareholders, or related persons of the said persons, so they are independent to audit and express their opinions for the Company’s financial statements. The Committee agreed to propose the nomination of 3 following auditors from PricewaterhouseCoopers ABAS Company Limited for appointment as the Company’s auditors for the year 2020. 1. Mrs. Anothai Leekitwattana, Certified Public Accountant number 3442, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the Company since 2015 and signed on the Company’s Financial Statement since 2015 for 5 years; or 2. Mr. Paiboon Tunkoon, Certified Public Accountant number 4298, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the Company since 2015, but he has never signed on the Company’s financial statement., or 3. Ms. Sakuna Yamsakul, Certified Public Accountant number 4906, who was approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the Company since 2019, but she has never signed on the Company’s financial statement. In case those three auditors are not able to perform their work, PricewaterhouseCoopers ABAS Company Limited would appoint its proper, qualified and certified auditor to perform the audit and express an opinion on the Company’s financial statements in their place. Qualifications and abilities of the auditor are considered from educational background, quality and efficiency of auditor’s works, knowledge, proficiency, experience, support teams, output of performance auditing, and independency of auditor - an auditor has no direct or indirect benefit from, or interest in, audit duties.

In the year 2020, the determined audit fee including quarterly review fee will be fixed at the total amount of Baht 2,380,000 (Baht Two Million Three Hundred Eighty Thousand), which is Baht 250,000 (Two Hundred and Fifty-Five Thousand Baht) higher than the year 2019. This rate is acceptable because it is in a similar range of audit fee charged by other audit firms. Should the Company use the audit services of PricewaterhouseCoopers ABAS Company Limited, its subsidiaries excluding SC Alpha Inc., will also use those of auditors of PricewaterhouseCoopers ABAS Company Limited Other than the services of audit work on the financial statements, the Company including its subsidiaries do not use any services from both audit firms, or from any person or business relating to the auditors or the audit firms.

Opinion of the Board of Directors The Board of Directors considered and deemed it appropriate to propose the Meeting of Shareholders to appoint the auditors from PricewaterhouseCoopers ABAS Company Limited to act as the Company’s auditors for the year 2020, details as follows: (1) Mrs. Anothai Leekitwattana, Certified Public Accountant number 3442, or (2) Mr. Paiboon Tunkoon, Certified Public Accountant number 4298, or (3) Ms. Sakuna Yamsakul, Certified Public Accountant number 4906 Unless SC Alpha Inc., which is the Company’s subsidiary registered in the United State of America, all other the Company’s subsidiaries also use the auditors of PricewaterhouseCoopers ABAS Company Limited. However, the appointment of the auditor of SC Alpha Inc. was agreed by PricewaterhouseCoopers ABAS Company Limited to use auditors from other Audit Firms in the United State of America. SC Alpha Inc. has appointed to use the auditor from W.A. Leonard and Company, P.C. Certified Public Accountants, so that the Board of Director will monitor and govern that the auditor will conduct and prepare the Company’s financial statement according to the schedule. The Preliminary information of those auditors and remunerations are enclosed in the Attachment 4. Either said auditor will conduct audits and comment on the financial statements of the Company. In case the auditors are not able to perform their work, PricewaterhouseCoopers ABAS Company Limited will appoint another of its proper qualified and certified auditor to perform the audit and express an opinion on the Company’s financial statements in their place. The remuneration for auditors for the 2020 financial statements including its quarterly financial statements will be fixed at Baht 2,380,000 (Baht Two Million Three Hundred Eighty Thousand) which is Baht 250,000 (Two Hundred and Fifty-Five Thousand Baht) higher than the year 2019. This rate is acceptable because it is in a similar range of audit fee charged by other audit firms.

Information on the auditor’s remuneration compared to the previous year (Unit: Baht) The remuneration of 2020 Increased 2019 Percent the auditor (Proposed Year) Amount Audit fee 2,380,000 2,130,000 250,000 11.74 Other service fees None None - -

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 7 To approve the election of directors replacing those retired by rotation, the designation of the authorized directors and the remuneration of the directors for the year 2020

7.1 To approve the election of directors replacing those retired by rotation

Objective and Rationale To propose the Meeting of Shareholders to elect directors replacing those retired by rotation in accordance with Article 20 of the Company’s Articles of Association which stipulates that at every Annual General Meeting, one-third of directors who have been in the position the longest since their last appointments shall retire by rotation. There are three directors will be retired in the 2020 Annual General Meeting of Shareholders as follows:

1. Mr. Kunodom Tharmmaphornphilas Director/ Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee (Independent Director) 2. Mr. Prasert Samanawong Director / Chairman of the Nomination and Remuneration Committee / Member of the Audit Committee / Member of the Risk Management Committee (Independent Director) 3. Mr. Attapol Sariddipuntawat Director / Member of the Executive Committee /Member of the Risk Management Committee / Chief Corporate Officer (Authorized Director) In addition, the Company provided an opportunity for all shareholders to nominate qualified candidates for election as the Company’s directors via the Company’s website (www.scasset.com) / Corporate Section during the period September 17, 2019 - February 2, 2020. However, no shareholder had nominated a qualified person to be elected as the Company’s Director. The Company has set the policy, provided that the Nomination and Remuneration Committee is responsible to consider the candidates equipped with sufficient breadth of knowledge and

professional proficiency relating to the Company’s business as well as the necessary skills required to fulfill the Board proficiency as defined in the Board Skill Matrix. Candidates must possess qualifications and experiences, without prejudice to gender, nationality, religion, in the fields contributable to the accomplishment of short-term and long-term business strategies; devoting their time and efforts in performing the duties; not possessing the prohibited characteristics stipulated in the law and the good governance of the listed companies; and has never been an employee or partner of the external audit office appointed by the Company within the past 3 years. The screening of the candidates in the selection and nomination process is to propose to the Board of Directors and/or Annual Shareholders’ Meeting for approval, whichever the case may be.

Opinion of the Nomination and Remuneration Committee The Nomination and Remuneration Committee has thoroughly considered and selected qualified and suitable individuals to be proposed to hold the position of the Company’s directors in accordance with the qualifications, working experiences, skills and expertise, as well as the proportion of the Board members, including the performance of the directors during the past year. The Nomination and Remuneration Committee considers that the three persons are fully qualified as directors according to Section 68 of the Public Limited Company Act and have no characteristics that are unworthy of confidence for management of a business in which the public are shareholders, as set forth by the regulations of the Securities and Exchange Commission (“SEC”). They also have qualifications working experiences and expertise which shall be beneficial to the Company’s business operation. They had duly performed their duties as the members of the Company’s Board of Directors and the Sub - Committees well and effectively throughout the time as well as being able to give opinions and recommendations for the best interest of the Company. Moreover, they are also competent with useful knowledge, skills and extensive experience to benefit the Company’s operation as well as having honesty and integrity in conducting the Company’s businesses. They also have an ability to make decisions independently and they also dedicate time and pay attention to fulfilling their duties and responsibilities. In term of reasonableness and rationale of proposing the re-election of 2 independent directors, who retired by rotation and have been independent directors for more than 9 consecutive years, the Nomination and Remuneration Committee has considered and ensured that Mr. Kunodom Tharmmaphornphilas and Mr. Prasert Samanawong, independent director is completely qualified as independent director according to the Company’s regulation. Although they have been independent directors for more than 9 consecutive years, throughout their tenure, they has continued possessing the required expertise, knowledge, competency and experiences, which contribute prosperity to all stakeholders and the Company and they both have proved to maintain the qualifications of independent director and have no conflict of interest against and/or is not considered to be interested person of the Company as well as 11

being able to give independent opinions and recommendations for the best interest of the Company and in compliance with the relevant regulations and laws. Accordingly, the Nomination and Remuneration Committee deemed it is reasonable and necessary to propose them to be re-elected for another term. Accordingly, the Nomination and Remuneration Committee, excluding the directors who are proposed for re-election, casted their votes individually to propose to the Board of Directors to propose to the Annual General Meeting of Shareholders to consider the re-election of the three retired directors to be the Company’s director for another term. Profiles of each retired director are shown in attachment 5.

Opinion of the Board of Directors To create independency judgments among the directors, the Nomination and Remuneration Committee and the Board of Director, excluding the directors who are proposed for re-election, conducted its review of the screened process with considerate and cautious under the Company’s nomination policy and ruled that the nominated directors are fully qualified as directors according to section 68 of the Public Limited Company Act and have no characteristics that are unworthy of confidence for management of a business in which the public are shareholders, as set forth by the regulations of the Securities and Exchange Commission (“SEC”). They are also knowledgeable, proficient and possess needed experience which is useful for the Company as well as being attentive and ethical. In addition, they exercise honest and independent judgments that are independent from management and other interested parties, and they also adequately devote their time to perform the directorship duties for the companies in which they serve and are responsible for their roles. In addition, they had duly performed their duties as the members of the Company’s Board of Directors and the Sub- Committee well as well as being able to give independent opinions and recommendations for the best interest of the Company. The directors, who are proposed for re-election, has been reviewed of the screened process with considerate and cautious by the Board of Director and the Board of Director deemed that although Mr. Kunodom Tharmmaphornphilas and Mr. Prasert Samanawong have been independent directors more than 9 consecutive years, throughout their tenure, they both are also proved to maintain the qualifications of independent director, have no conflict of interest against and/or is not considered to be interested person of the Company, and continues possessing the required experience and knowledge especially in engineering and accounting. They are also able to give independent transparent and equitably opinions and recommendations for the best interest of the all stakeholder and in compliance with the relevant regulations and laws. Accordingly, Board of Directors has deemed necessary and agreed with the Nomination and Remuneration Committee and proposed the shareholders to approve for the election in replacement of those to be retired by rotation as directors of the Company for another term as follows; 12

1. Mr. Kunodom Tharmmaphornphilas Director/ Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee (Independent Director) 2. Mr. Prasert Samanawong Director / Chairman of the Nomination and Remuneration Committee / Member of the Audit Committee / Member of the Risk Management Committee (Independent Director) 3. Mr. Attapol Sariddipuntawat Director / Member of the Executive Committee /Member of the Risk Management Committee / Chief Corporate Officer (Authorized Director) Initial Information of persons nominated to be directors including age, tenure, education, experiences, position in other companies, meeting attendance, the distribution to the Company of a definition independent director are enclosed in the Attachment 5 and 6 respectively. In this agenda, pursuant to the Articles of Association of the Company, the election of directors to replace the retiring directors will be resolved by majority votes and will be voted on an individual basis.

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes.

7.2 To determine the authorized directors of the Company

Objective and Rationale Due to retirement by rotation of Mr. Attapol Sariddipuntawat who are authorized directors of the Company, it needs to determine this agenda to propose to the Meeting of Shareholders to determine authorized directors.

Opinion of the Board of Directors The retiring director nominated for re-election, Mr. Nuttaphong Kunakornwong and Mr. Nathpath Ouajai, are the existing authorized directors, the Board of Directors recommended the Meeting of Shareholders to determine the authorized directors of the Company as same as its registration at the Ministry of Commerce as follows: “Mr. Nuttaphong Kunakornwong, Mr. Nathpath Ouajai, Mr. Attapol Sariddipuntawat, any two of these three directors co-sign their names and affix the company seal.”

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes. 13

7.3 To fix the remuneration of the Board of Directors

Objective and Rationale To propose the Meeting of Shareholders to fix the remuneration of the Board of Directors who are not an executive director of the Company for the year 2020. The Company has set a clear and transparent remuneration policy for its directors, both in terms of monetary and other non-monetary such as meeting allowances, bonus, pension, and other benefits. The remuneration is considered from the Board of Directors’ duties and responsibilities have been designed to the Company’s Directors at the similar level to the industry compensation of Thai listed companies. It is believed that such remuneration could attract, retain and motivate the directors to perform their roles and carry out their responsibilities to accomplish the Company’s goals efficiently and transparently. Annually, the Nomination and Remuneration Committee is entrusted by the Company to consider and determine of the directors’ remuneration and submit such determined remuneration to the Board of Directors for reviewing. The directors’ remuneration will be proposed for approval by the meeting of shareholders.

Opinion of the Nomination and Remuneration Committee The Nomination and Remuneration Committee considered the remuneration of the Board of Directors appropriately and discretionarily basing on the comparative rate with others in the same industry, duties, responsibilities and the meeting plans of the Board of Directors as well as each sub-committees in the year 2020 (The Executive Committee, The Audit Committee, The Nomination and Remuneration Committee, The Corporate Governance and Sustainable Development Committee and The Risk Management Committee) including business expansion and growth of the Company’s profit, the Committee proposed to determine the 2020 remuneration of the Board of Directors shall not exceed Baht 10,000,000 (Ten Million Baht Only), which is equivalent to the year 2019, in the approved amount not exceeding Baht 10,000,000 (Ten Million Baht), while the total actual spending of the 2019 Board of Directors’ remuneration was Baht 8,890,000 (Eight Million Eight Hundred Ninety Thousand Baht).

Opinion of the Board of Directors Having considered the performance and working plan of each sub-committee, the remuneration determined by the Nomination and Remuneration Committee shall be deemed appropriate. Hence, the Board of Directors agreed to propose the Meeting of Shareholders for consideration and approval of the remuneration of the Chairman of the Board of directors, independent directors, and external directors for the year 2020 at the rate not more than Baht 10,000,000 (Ten Million Baht) based on the comparative rate with others in the same industry, duties, responsibilities and the meeting plans of each committee in the year 2020 including business expansion and growth of the Company’s profit. The 2020 remuneration of the Board of Directors is equivalent to the year 2019. 14

The remuneration in the year 2019 was approved in the amount not exceeding Baht 10,000,000 (Ten Million Baht), while the total actual spending of the 2019 Board of Directors’ remuneration was Baht 8,890,000 (Eight Million Eight Hundred Ninety Thousand Baht) (details of which appear in the Annual Report in the Directors and Executive Remuneration Section, attachment 2 according to the QR Code, topic: “2019 Annual Report”). The remuneration consists of only salary, bonus and meeting allowance (there is none of other kind of Remuneration) and excluding directors who are holding the executive position of the Company. Details of the remuneration of the Board of Directors are as follows:

(Unit:Baht/Person)

Remuneration for Position 2020 2019 2018 Directors (Proposed Year) Monthly meeting allowance Chairman of Board of Directors 150,000 150,000 150,000 Director None None None Salary (person / month) Chairman of Board of Directors None None None Authorized Director 30,000 30,000 None (excluding executive directors) Director None None None Meeting allowance Chairman of Board of Directors None None None (Only Directors Director 25,000 25,000 25,000 attending the meeting) Executive Director None None None (Person/Meeting) Bonus Chairman of Board of Directors 600,000 600,000 600,000 Excluding executive directors Chairman of Sub - Committee / 550,000 550,000 550,000 Authorized Director Director 500,000 500,000 500,000 Other Remuneration Chairman of Board of Directors None None None Director None None None

Remark: Bonus for the directors for the year 2020 is solely estimated amount which is equivalent to bonus paid in 2019. However, the amount of bonus stipulated may be subject to change by the Nomination and Remuneration Committee consideration depending on operating result of the Company ended December 31, 2020. Notwithstanding the forgoing, the 2020 bonus for director shall not be exceeding the amount approved by the 2020 Annual General Meeting of Shareholders.

(Unit:Baht/Person) Remuneration for Position 2020 2019 2018 Sub-Committee (Proposed Year) Meeting allowance Chairman of Sub-Committee 30,000 30,000 30,000 (Only Directors attending Member of Sub-Committee 25,000 25,000 25,000 the meeting) Executive Director None None None (Person/Meeting) Other Remuneration Chairman of Sub-Committee None None None Member of Sub-Committee None None None

At present, the Company has 5 sub-committees as follows: 1) The Executive Committee; 2) The Audit Committee; 3) The Nomination and Remuneration Committee; 4) The Corporate Governance and Sustainable Development Committee; and 5) The Risk Management Committee Duties and Responsibilities of each committee are described in the Annual Report of the Board of Directors in the Management and Corporate Governance Section.

Resolutions of the Meeting of Shareholders Not less than two-thirds (2/3) of the total number of votes of the shareholders attending the meeting

Agenda 8 To approve SC Expedition Company limited as the Company’s subsidiary, to enter into land lease agreement in Pattaya area, Chonburi Province, which is classified as Acquisition of Assets and Connected Transaction.

Objective and Rationale The Company aims to expand its scope of business by investing into new relevant field business in order to increase its recurring income and diversity its investment risks. The Company considers that conducting the hotel business has good prospects and the location of Pattaya is one of major tourist destination. In addition, this transaction offers a good opportunity for the Company to increase recurring income; therefore, the Company desires SC Expedition Company Limited (“SCX”), the subsidiary which the Company hold its shares in the ratio of 99% of paid up share capital, to enter into the land lease agreement for the land title deed no. 184370, parcel no. 654, dealing file No. 90696 located at Nongprue Sub-District, Banglamung District, Chonburi Province where it is close to Pattaya Sai 2 Road, with area of 3 Rai, 3 Ngan (1,500 Square Wah). The period of lease registration is 30 years (giving an entitle 16

to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) with Rende Development Company Limited (“RENDE”) to construct the hotel thereon. The lease is deemed as an acquisition of assets according to the Notification of the Capital Market Supervisory Board, No. TorChor. 20/2551 Re: Rules of Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) and its amendments (hereafter collectively referred to as the “Notification on Acquisition or Disposition of Assets”). Under these regulations, a highest transaction size, which was calculated by total value of consideration criteria, is 3.24 percent of the Company’s total consolidated assets as of December 31, 2019 (transaction size is 3.11 percent of the Company’s total consolidated assets as of March 31, 2020). By including all asset acquisition sizes occurred during the past 6 months of 0.0022 percent of the Company’s total consolidated assets, the total transaction size is increased to 3.25 percent of the Company’s total consolidated assets as of December 31, 2019 (transaction size is 3.11 percent of the Company’s total consolidated assets as of March 31, 2020). This transaction is also considered as a connected transaction under the Notification of the Capital Market Supervisory Board, No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) and its amendments (hereafter collectively referred to as the “Notification on Connected Transactions”). This together with the fact that the Company and RENDE have the same major shareholders. Based on the consolidated financial statements of the Company ended December 31, 2019, the transaction size calculated under this regulation equals to 8.36 percent of the Company’s Net Tangible Assets (transaction size is 8.20 percent of the Company’s Net Tangible Assets as of March 31, 2020). By including all connected transaction sizes occurred during the past 6 months of 0.42 percent of the Company’s Net Tangible Assets, the total transaction size is increased to 8.78 percent of the Company’s Net Tangible Assets as of December 31, 2019 (transaction size is 8.62 percent of the Company’s Net Tangible Assets as of March 31, 2020). The aforementioned transaction size is more than 3 percent of the Company’s Net Tangible Asset which is classified as large size. As a result, the Company is required to obtain approval from the shareholders meeting prior to the entering into this transaction and to undertake other acts as specified in the Notifications regarding Connected Transaction.

Though the Company is not obliged to obtain approval from the shareholders meeting prior to the entering into the transaction pursuant to the Notifications on Acquisition or Disposal. However, due to the fact that the Company is obligated to obtain approval from the shareholders meeting prior to the entering into the transaction pursuant to the Notifications on Connected Transactions, the Company would like to propose that the shareholders meeting consider and approve the entering into the asset acquisition at the same time as the entering into the connected transaction.

Information for consideration At present, the Company’s business and main income source derived from the property development for sale and property development for rent and service. the Company has a policy to expand its business into middle to upscale hotel business in Bangkok area and various tourist destinations through SC Expedition Company Limited (“SCX”), the subsidiary which the Company hold its share in the ratio of 99%. In addition, the Company expects that the potential of hotel business has good prospects in term of room rate and occupancy rate. This expansion can generate recurring income for the Company and receive consistent investment return in long term. Therefore, the Company desires SC Expedition Company Limited to enter into land lease agreement, title deed no. 184370, parcel no. 654, dealing file no. 90696 located at Pattaya Sai 2 Road, Nongprue Sub-District, Banglamung District, Chonburi Province, with area of 3 Rai, 3 Ngan (1,500 Square Wah). The period of lease registration is 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) with Rende Development Company Limited to construct hotel thereon. The lease conditions include a transfer of ownership of the hotel building to Rende Development Company Limited upon the termination of the lease term. SCX however is provided the first right to lease the land and the constructed hotel thereon at the expiry date of the Lease Agreement. Details of transaction value are as follows:

Normal Value Net Present Value (NPV) Rental Value 224,808,000 Baht 116,063,092 Baht Hotel Building Value and Related Expenses 1,237,620,000 Baht 1,237,620,000 Baht Total 1,462,428,000 Baht 1,353,683,000 Baht

Entering into this transaction is classified as the acquisition of assets pursuant to Notification on Acquisition or Disposition of Assets and as the Company and RENDE have the same major shareholder, the lease is also deemed as a connected transaction pursuant to Notification on Connected Transactions. The Transaction size is thus subject to the following considerations:

Calculation of transaction value by applying the Asset Acquisition Basis The Company will calculate the transaction value by applying the Asset Acquisition Basis based on the audited consolidated financial statement of the Company as of December 31, 2019, the details of which are as follows:

1) Value of Net Tangible Assets (NTA) Basis : Not applicable 2) Net Operating Profit Basis : Not applicable 3) Value of Equity Shares Issued for the Payment of Assets : Not applicable 4) Total Value of Consideration received Basis : = Value of transaction received X 100 Total assets of the Company = 1,462,428,000 X 100 45,082,714,986 = 3.24 Percent

Calculation of transaction value by applying the Connected Transaction Basis As of December 31, 2019, the Company’s NTA can be calculated as follows;

NTA (Net Tangible Asset) = Total Assets -Total Liability - Intangible Assets - Non-Controlling Interests (if any) = 45,082.71 – 27,526.15 – 67.00 – (-8.79) = 17,498.35 Million Baht 3% of NTA = 524.95 Million Baht

The value of the land lease and the construction of the hotel and related expenses thereon of which the building ownership shall be transferred to the lessor upon the termination of the lease period of 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years), total to Baht 1,462,428,000 (NVP: 1,353,683,092 Baht) equivalent to 8.36 (NPV: 7.74%) of the Company’s Net Tangible Assets based on the consolidated financial statements of the Company ended December 31, 2019. (transaction size is 8.20 percent of the Company’s Net Tangible Assets as of March 31, 2020). By including all connected transaction sizes occurred during the past 6 months of 0.42 percent of the Company’s Net Tangible Assets, the total transaction size is increased to 8.78 of the Company’s Net Tangible Assets as of December 31, 2019 (transaction size is 8.62 percent of the Company’s Net Tangible Assets as of March 31, 2020) As a result, the Company is obliged: - to disclose the transaction on the entering into the Company’s Projects to the Stock Exchange of Thailand; - to appoint an independent financial advisor (IFA) to provide an opinion on the entering into the transaction to the shareholders of the Company regarding the rationality of such transaction as

well as the fairness of pricing and terms., whereby the Company has appointed Ploenchit Capital Co., Ltd. to be the independent financial advisor (IFA); and - to convene a shareholders meeting to obtain approval on the entering into the Company’s transaction, whereby the resolution shall be passed by votes of no less than three-quarters of the total votes casted by the shareholders attending the Meeting and being entitled to vote, without counting the votes casted by the shareholders having an interest with the entering into the transactions of the Company.

Opinion of the Board of Directors The Board of Directors has considered and opined that the rental fee of this connected transaction in the amount of Baht 224,808,000 is lower than the average rental fee of 3 Independent Real Estate Appraisers Licensed by The Securities and Exchange Commission, Thailand, which is Baht 248,123,221 (NPV: 116,197,967 Baht). In addition, the transaction is deemed to help the Company expand the investment opportunities, reasonable, sensible and utmost beneficial to the Company compared with the entering into transaction with outsider. Having consider the effect to the Company, this transaction also conforms to the Company’s business plan and allow the Company to increase its recurring income which the Company forecasted that such transaction will have no negative effect to the Company and allowing the Company to receive consistent investment return in long term. Furthermore, the Independent Financial Advisor also viewed that the benefits from this transaction are higher and better than weighted average cost of capital and return from investing in property funds or investing in Hospitality REIT. The Board of Director is of the opinion that entering into this transaction will not materially affect shareholders’ benefit. Accordingly , the Board of Directors has resolved to approve its subsidiaries to enter into land lease agreement which is connected transaction, with Rende Development Company Limited., title deed no. 184370, Parcel No. 654, Dealing File No. 90696, located close to Pattaya Sai 2 Road Nongprue Sub-District, Banglamung District, Chonburi Province with area of 3 Rai, 3 Ngan (1,500 Square Wah), and with rental value of Baht 224,808,000. The period of lease registration is 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) and construct the hotel on such land thereon. Furthermore, the resolution includes that the Company agrees to transfer the ownership of the building to the Lessor upon the termination of the lease term. The Company however is provided the first right to lease the land and the constructed hotel thereon at the expiry date of the Lease Agreement. The total value of this transaction (Rental Value and Constructed Hotel value) is Baht 1,462,428,000 ( NPV: 1,353,683,092 Baht).

Mr. Nuttaphong Kunakornwong, who is related person to this transaction, did not have the right to vote on this agenda and he temporarily left the Board of Directors meeting during the consideration and casting the vote to allow other directors to consider and vote independently The aforesaid connected transaction has been approved by the Audit Committee at its meeting No. 1/2563, dated February 17, 2020 and has been adopted by the Board of Directors at its meeting No. 4/2563 dated May 12 , 2020. The Independent Financial Advisor will attend the Annual General Meeting of Shareholders for the year 2020 to answer any query regarding the aforesaid the asset acquisition and connected transaction. Information regarding the Asset Acquisition and Connected Transaction as well as Report of Independent Financial Advisor’s opinion regarding the Asset Acquisition and Connected Transaction are shown in the Attachment 7 and Attachment 8 respectively, details of which appear in QR Code: Opinion of the Independent Financial Advisor Regarding Asset Acquisition Transaction and Connected Transaction.

Resolutions of the Meeting of Shareholders Not less than three-fourths (3/4) of the total number of votes of the shareholders attending the Meeting and having the right to vote, excluding votes of the interested shareholders.

Agenda 9 To approve the issuance and offering the warrants to purchase the Company’s ordinary shares (“Warrant”) to directors and employees of the Company and Company’s subsidiaries, in the amount not exceeding 42,000,000 units (ESOP Grant IV).

Objective and Rationale To retain valuable human resources of the Company and Company’s subsidiaries as well as motivating the directors and employees to perform their duties in the best interests of the Company and Company’s subsidiaries. This Program is also designed to reward the directors and employees for their work hard and dedication, which have contributed the growth of the Company and Company’s subsidiaries.

Opinion of the Nomination and Remuneration Committee The Committee has considered that the issuing and offering of the warrants to purchase the Company’s ordinary shares will motivate the directors and employees of the Company and Company’s subsidiaries to work and dedicate with the Company and Company’s subsidiaries in the long term. Therefore, the Committee has proposed to the Board of Directors’ Meeting for approval.

Opinion of the Board of Directors Having considered the ESOP – Grant IV, the Board has agreed with the Nomination and Remuneration Committee’s opinion that the issuing and offering of the Warrants is appropriate and propose to the Meeting of Shareholder to consider and approve the issuing and offering of 21

the Warrants to purchase the Company’s ordinary shares for the allotment to the directors and employees in the amount not exceeding 42,000,000 units (ESOP - Grant IV) or equivalent to 1.00 percent of the total paid-up capital of the Company (the ratio of reserved share to total paid up shares of the Company is subject to the change because the paid-up share might be increased due to the exercise of the warrant under ESOP – Grant I Grant II and Grant III). The exercise price shall be the weight average closing of the Company’s shares trade on the Stock Exchange of Thailand during the period of 15 consecutive working days prior the date of the Annual General Meeting of Shareholders, which is close to the market price. This program will align the interests of the Company and will not cause the impact to the Company’s share price. In this regard, the effect upon existing shareholders due to reduced ownership ratio or control dilution shall be according to the calculation method provided in the attachment enclosed herewith. (Details of the program regarding the issuance and offering of the Warrants to purchase the ordinary shares to directors and employees of the Company and Company’s subsidiaries (ESOP - Grant IV) are enclosed in the attachment 9).

Resolutions of the Meeting of Shareholders Not less than three-fourths (3/4) of the total number of votes of the shareholders attending the Meeting and having the right to vote, and must not be opposed by shareholders with an aggregate number of shares exceeding ten (10) percent of all eligible votes.

Agenda 10 To approve the allotment of newly issued ordinary shares in the amount not exceeding 42,000,000 shares at the par value of Baht 1 (One Bath) each to be reserved for the exercise of the Warrants (ESOP - Grant IV)

Objective and Rationale According to the approve the issuing and offering of the warrants to purchase the Company’s ordinary shares (“Warrants”) to directors and employees of the Company and Company’s subsidiary, described in Agenda Item 9 above, the Company shall then issue and allot new ordinary shares in the amount not exceeding 42,000,000 shares, at par value of Baht 1 (One Bath) each, to be reserved for the exercise of the Warrants to the Company’s directors and employees (ESOP – Grant IV).

Opinion of the Board of Directors The Board of Director deems appropriate to propose the Shareholders’ Meeting to consider and approve the allocation of unpaid shares at a par value of Baht 1 (One Bath) each to be reserved for the exercise of the Warrants to the directors and employees of the Company and Company’s subsidiaries.

The Executive Committee or other person delegated by the Committee shall have the authority to consider and determine the related terms and conditions and take any necessary actions in connection with the issuance and the allotment of the new shares and their listing on the Stock Exchange of Thailand.

Resolutions of the Meeting of Shareholders Majority votes of shareholders attending the Meeting and casting their votes.

Agenda 11 To approve the amendment of the Company’s objectives, by adding the new clauses as carry out E-Commerce (Electronic commerce) business including service of receiving electronic payment, and the amendment of Article 3 of the Company’s Memorandum of Association to be in line with the amendment of the Company’s objective.

Objective and Rationale To propose the meeting of shareholders for the amendment of the Company’s objectives by adding the news clauses in relation to electronic commerce including providing the service of receiving electronic payment. This amendment is because there is a diversity of commerce via the internet and such kind of commerce is more important; however, the Company’s objective presently consists of 35 clauses without the objective in regard to electronic commerce and the service of receiving electronic payment. Furthermore, the Company’s business direction and policy is likely to apply more technology for conducting its business. Accordingly, the Company needs to amend the Company’s objectives in order to support the Company’s business which tends to be expanded for consistency of changed human behavior.

Opinion of the Board of Directors It is deemed appropriate to add the Company’s objectives by adding 4 clauses as clause 36, clause 37, clause 38 and clause 39 for carrying out E-Commerce (Electronic commerce) business including service of receiving electronic payment as well as the amendment of Clause 3 of the Company’s Memorandum of Association to be in line with the amendment of the Company’s objectives. Clause 36, clause 37, clause 38 and clause 39 shall be added as follows: (36) engage in the business of electronic commerce and internet transaction, internet commerce or e-commerce and all types of other electronic transaction within the country and abroad including operating business for development to persons or general business entities on implementing electronic commerce system. (37) engage in business on membership service, fee and advertisement collection including issuing membership or discount card and privilege card for individual, a group of people or a juristic person in any forms including electronic form. 23

(38) engage in business of receiving payment for products and services fee, Utilities fee and other services fee in any type and any form. (39) operate the service of receiving electronic payment in any form and any type which shall obtain a license from regulatory agency as prescribed by any relevant laws.

Clause 3 of the Memorandum of Association of the Company shall be amended as follows: (1) Clause 3 of the Memorandum of Association of the Company prior to the amendment “There are 35 objectives for which the company is established the details of which are shown in form BorMorJor. 002 as attached” (2) Clause 3 of the Memorandum of Association of the Company after to the amendment “There are 39 objectives for which the company is established the details of which are shown in form BorMorJor. 002 as attached”

Resolutions of the Meeting of Shareholders Not less than three-fourths (3/4) of the total number of votes of the shareholders attending the Meeting and having the right to vote.

Agenda 12 To approve the amendment Article 36. of the Company’s Articles of Association regarding Shareholders Meeting Via Electronic Conferencing

Objective and Rationale Presently, the Company’s Articles of Association does not include shareholders meeting via electronic conferencing. Although the Emergency Decree on Electronic Meetings, B.E 2563 which is the current law that came into force with regard to electronic meeting, indicate that electronic meeting can be held regardless of whether such matter is prescribed in the Article of Association of public company limited. However, to clearly indicate the rules or specifications in connection with shareholders meeting via electronic conferencing, it deems appropriate to amend Article 36. Regarding to shareholder meeting vial electronic conferencing in order to comply with the relevant law that may be amended or changed in the future.

Opinion of the Board of Directors It is deemed appropriate to amend Article 36 of the Company’s Articles of Association regarding Shareholders Meeting Via Electronic Conferencing so that the Company can arrange the shareholders meeting via electronic devices pursuant to relevant laws. The Article 36 shall be repealed and replaced by new clause and engage to register the new Article of Association with details as follows; 24

Article 36 of the Company’s Article of Association prior to the amendment “Article 36 In summoning a meeting of the shareholders, the board of directors shall send notice of summon of the meeting specifying place, date, time, agenda of the meeting and the subject matters to be proposed to the meeting in reasonable details by clearly describing which matters are to be proposed for acknowledgement, approval or consideration. It shall also submit any comment of the board of directors thereof (if any). Such notice shall be sent to the shareholders and the registrar not later than seven (7) days prior to the date of the meeting and published by newspaper for three (3) consecutive days not later than three (3) days prior to the date of the meeting.

The place of the meeting may be held in the province in which the Company’s headquarters is located or in any other places as specified by the board of directors.”

The place of the meeting may be held in the province in which the Company’s headquarters is located or in any other places as specified by the board of directors, and such meeting can be convened via electronic devices subjected to the conditions, procedures and methods specified by the law.”

Resolutions of the Meeting of Shareholders Not less than three-fourths (3/4) of the total number of votes of the shareholders attending the Meeting and having the right to vote The Company has no other agendas to propose to the Meeting of Shareholders for consideration. Although the proposal for additional agenda was available for the shareholders via the Company’s website (www.scasset.com), in the “Investor Relations” Menu, between September 17, 2019 and February 2, 2020, there was no additional agenda proposed. However, according to Section 105 paragraph 2 of the Public Limited Company Act B.E.2535, the shareholders holding shares amounting to not less than one-third (1/3) of the total number of shares sold may request the Meeting to consider matters other than those indicated in the Notice calling for the Meeting. The Record Date to entitle the shareholders the right to attend the Meeting will be on June 15, 2020.

To ensure the transparency of voting procedures, and to facilitate the meeting to proceed in a transparent and lawful manner and in accordance with the laws and the Company’s Articles of Association, Mr. Sumethee Innhu, an independent legal consultant who has no vested interest in the Company, will be invited to act as shareholder watchdog. The Company provides an opportunity to the shareholders to submit their questions in advance regarding the agenda prior to the Annual General Meeting via channels provided (please use the advance question submission form provided herewith as Attachment 15). All queries will be answered and explained by directors and executives on the Meeting date. The Company also invites the Company’s certified auditor to attend the Meeting of Shareholders to answer any query regarding the Company’s financial statement. It would be very much appreciated if you could attend the Meeting on the date, time and place stated above. If the shareholders are unable to attend the Meeting, you may appoint other person or appoint the following independent directors Mr. Precha Sekhararidhi or Mr. Songsak Premsuk, to attend and vote for the shareholders in the Meeting by using the proxy form B as enclosed, which is the form providing voting for each agenda and separated for the shareholders to vote for election of each director individually. Please be reminded that Mr. Songsak Premsuk and Mr. Precha Sekhararidhi have interest in the agenda 7.3, to fix the remuneration of the Board of Directors but have no special interest in any agenda. In addition, please bring registration form, be informed of the proxy procedure and prepare all required documents or evidential documents showing the status of shareholders or their representatives who are entitled to participate in the Meeting as attachment 18. To serve interested shareholder who cannot attend the 2020 Meeting, a video live broadcasting of the Meeting is available at www.scasset.com. The revenue stamp is also available at the registration desk free of charge.

Sincerely yours,

-Signature-

(Mr. Somboon Kuptimanus) Company Secretary SC Asset Corporation Public Company Limited

Note: Any shareholder who would like to have an Annual report 2019 and Sustainability report 2019 in copy may request it from the Company Secretary Office at the telephone number 0-2949-2414 and 0-2949-2204.

Attachment 1

- Translation -

Minutes of the Annual Ordinary General Meeting of Shareholders for the Year 2019 of SC Asset Corporation Public Company Limited, held on Thursday, 25 April 2019, at 14.00 hours, at the Auditorium Room, 9th Floor, Shinawatra Tower III, No.1010 Viphavadi Rangsit Road, Chatuchak Sub-district, Chatuchak District, Bangkok ------

At the time of the commencement of the 2019 Annual General Meeting of Shareholders, there were 188 shareholders present in person, representing 55,248,797 shares, equivalent to 1.32% of the total issued shares, and 272 proxies attended the meeting, representing 3,378,165,225 shares, equivalent to 80.83% of the total issued shares. In total, 460 shareholders and proxies attended the meeting, holding a total of 3,433,414,022 shares, or equivalent to 82.15% of the total 4,179,624,512 issued shares at the Record Date. During the Meeting, there were 30 more shareholders present in person, representing 364,173 shares, equivalent to 0.0087% of the total issued shares and 41 more shareholders by proxy, representing 3,003,098 shares, equivalent to 0.0719% of the total issued shares. In conclusion, there were total 531 shareholders and proxies attended at this 2019 Annual General Meeting of Shareholders, holding a total of 3,436,781,293 shares or equivalent to 82.23% of all issued shares at the Record Date, which constituted a quorum pursuant to the Articles of Association of SC Asset Corporation Public Company Limited (“Company”).

Mr. Rath Kitivejosoth, the Chairman of the Board of Directors, presided over the Meeting. Present at the Meeting were 9 directors, and some of them also took office as member in a sub - committee of the Company. Currently, as of the date at the Annual General Meeting of Shareholders for the Year 2019 date, the Company had 5 sub-committees; i.e., 1) The Executive Committee, 2) The Audit Committee 3) The Nomination and Remuneration Committee 4) The Corporate Governance and Sustainable Development Committee 5) The Risk Management Committee.

In this regard, there were 9 directors out of 9 directors of the total Board members attending the Meeting or equivalent to 100%. The names of directors were as follows:

1. Mr. Rath Kitivejosoth Chairman of the Board of Directors and Independent Director

2. Mr. Nuttaphong Kunakornwong Vice – Chairman of Director/ Member of the Executive Committee/ Member of the Corporate Governance and Sustainable Development Committee/ Member of the Risk Management Committee and Chief Executive Officer

3. Mr. Kunodom Tharmmaphornphilas Director/ Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee and Independent Director

4. Mr. Precha Sekhararidhi Director/ Chairman of the Corporate Governance and Sustainable Development Committee/ Chairman of the Risk Management Committee/ Member of the Audit Committee and Independent Director

5. Mr. Prasert Samanawong Director/ Chairman of the Nomination and Remuneration Committee/ Member of the Audit Committee/ Member of the Risk Management Committee and Independent Director

6. Mr. Nathpath Ouajai Director/ Member of the Executive Committee and Member of the Nomination and Remuneration Committee

7. Mr. Songsak Premsuk Director/ Member of the Executive Committee/ Member of the Corporate Governance and Sustainable Development Committee and Independent Director

8 Mrs. Vilasinee Puddhikarant Director/ Member of the Executive Committee and Independent Director

9 Mr. Attapol Sariddipuntawat Director / Member of the Executive Committee / Member of the Risk Management Committee and Chief Corporate Officer In addition, there were 3 executives in charge of each particular line of activities, holding the first four positions including the Company Secretary attending the meeting as follows.

1. Mrs. Pradthana Patsaman Chief Financial Officer

2. Mr. Vitit Visalpattanasil Chief Accounting Officer

3. Mr. Somboon Kuptimanus Chief Legal Officer/ Head of Compliance Unit and Company Secretary

In this Meeting, Mrs. Anothai Leekitwattana, Ms.Wannawat Kujareewanich and Ms.Peerada Ratchaiboon representatives of the audit firm – Pricewaterhouse Coopers ABAS Company Limited, was invited to clarify matters related to the Company’s financial statements.

Regarding the examination of votes for each agenda item, Mr. Sumethee Innhu, an independent legal consultant, who had no vested interest in the Company, was invited to act as shareholder watchdog to ensure the transparency of voting procedures, and to facilitate the meeting to proceed in a transparent and lawful manner and in accordance with the Company’s Articles of Association.

The shareholders had been informed of voting procedure as well as the counting of the votes as follows:

Voting Procedure

1. In casting their votes, the shareholders would use ballots handed out by the Company’s staff during registration prior to the meeting. Each shareholder had a number of votes equal to the number of shares he/she holds,

2. In casting their votes, the shareholders shall affix a mark on ballots represent a single opinion only, either “Approve”, “Disapprove” or “Abstain”. In the event there was more than one type of vote casting in the ballot of any agenda or the ballot had been crossed – out / amended to symbol or content without signature, such ballot shall be deemed as void and not to be counted.

3. After the explanatory statements of the Company’s director(s) in each agenda item, the Chairman would ask if there were any questions and gave the shareholders an opportunity to speak out. Any shareholder who wished to express his/her opinions should raise his/her hand, introduced himself/herself, and informed the number of shares he/she holds, and then aired his/her views. If none of the shareholders begged to differ with an opinion of the Board of Directors in each agenda item i.e. there was no disagreement or abstention from the shareholders, it would be considered as agreed or approved. The vote result would be announced to the meeting on each agenda.

4. If any shareholder disapproved with a matter proposed by the Board of Directors or would like to abstain from vote casting in a certain agenda item, they had to raise their hand to confirm such when that matter was brought up for consideration. In this case, the Chairman would ask them to deliver the ballots, as handed out

by the meeting staff during registration, prior to proceeding the agenda item in question, and the meeting staff would count how many there were “Approve”, “Disapprove” and “Abstain” votes and announced such voting results at the meeting.

5. In an agenda item for the election of directors replacing those retired by rotation, the shareholders might disapprove with some persons nominated for the election to the Board of Directors of the Company. To enable shareholders to freely express their opinions, those who are nominated would be asked to be temporarily out of the conference room. To ensure transparency, every shareholder presenting at the meeting would be asked to vote by ballot, whether to approve or disapprove or abstain, for the election of the Board of Directors on an individual basis, by using the ballots the meeting staff handed out to shareholders during registration.

6. To obtain the rapidity of the proceeding of the meeting in the agenda item for the election of directors replacing those retired by rotation, the Company would collect ballots at the same time after vote casting for the election of three directors is finished, thereby helping reduce substantial time of ballot compilation and quicken the counting process.

Counting of the Votes

1. One share shall have one vote. Unless the law or the Company’s Articles of Association stipulated otherwise, which the Chairman shall inform the Meeting before voting in each agenda. In general case, the resolution shall be passed by a simple majority vote of the shareholders attending the meeting and casting their vote.

2. The Company used the barcode system for registration and vote counting to facilitate the meeting, which helps reduce time in those processes and get fast results. Voting results for each agenda item, resolved by the meeting, would be shown immediately after vote casting.

3. In case of proxy: The grantors have already indicated their votes in the proxy form whether “Approved”, or “Disapproved”, or “Abstained” in any agenda item. The proxies, therefore, do not have the right to vote in the ballots therein. In the event a proxy is given to the Company’s independent director and delivered such proxy prior to the commencement of the meeting, the Company would record his/her votes, in accordance with his/her wish or instructions, into the computer for vote counting.

4. According to vote-compiling procedures, “Disapprove”, “Abstain” or “Ineligible to vote” and “Void Ballots” would be calculated and deducted out of the total number of votes as the stipulated resolution and processing vote results for each agenda item.

Any shareholders who did not understand the voting procedures were welcome to get clarification from the meeting staff.

As for this Meeting, a live broadcast was conducted and disseminated as Clip File via the Company’s website i.e. www.scasset.com for the attention of interested shareholders who are unavailable to attend the meeting. The Meeting would be carried on in Thai. If there were any foreign shareholder having any query, the Company would provide a translator who will translate English into Thai and vice versa.

The Chairman thereafter proceeded to conduct the meeting in accordance with the agenda items listed below.

Agenda 1 Matters to be informed The Chairman informed the meeting that, on behalf of the Board of Directors, the management, and the employees of SC Asset Corporation Public Company Limited, it was his great pleasure to welcome shareholders, and he thanked shareholders for their time attending the meeting in person. He moreover stated that as the Company gave shareholders an opportunity to send questions for this meeting in advance regarding a significant matter in each agenda item as well as about other matter information via the Company’s website in corporate section (www.scasset.com) from 19 September 2018 to 31 March 2019. However, no question had been submitted and the Company reported this matter to the Stock Exchange of Thailand (SET) via its website for the shareholders’ acknowledgement on the 1 April 2019.

The Meeting acknowledged accordingly.

Agenda 2 To consider and adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on 23 April 2018

The Chairman proposed the meeting to adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on 23 April 2018 (details as shown in Attachments 1 – sent together with the Notice of the 2019 Annual General Meeting of Shareholders).

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments. This matter required affirmative resolution by a majority vote of the shareholders attending the meeting and casting their votes.

Resolution: The Meeting considered and resolved to adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on the 23 April 2018, by majority vote as shown hereunder:

- Approved 3,435,582,760 votes, equivalent to 100.0000 percent of total number

of votes of shareholders attending and casting their votes. - Disapproved 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and casting their votes. - Abstained 10,000 votes, not constituted as voting base. - Void ballots 0 votes, not constituted as voting base. - Ineligible to Vote 0 votes, not constituted as voting base.

Agenda 3 To consider and certify the Board of Directors’ report on the operating performance of the Company for the year 2018

Mr. Nuttaphong Kunakornwong, the Chief Executive Officer, reported to the meeting on summary of the Company’s operation of 2018, which could be summarized as follows: 1. The Company’s operating result in 2018 Overall Income - In 2018, the Company earned the overall income of 15,647 Million Baht, an increase of 25% YoY. Operating Revenues - In 2018, the Company earned the operating revenues of 15,616 Million Baht, an increase of 25% YoY, the details of which are as follows: Revenues from sales: 14,783 Million Baht, an increase of 27% YoY, compared with 11,600 Million Baht in 2017.

Revenues from rents and services: 833 Million Baht, a decrease of 2% YoY, compared with 850 Million Baht in 2017.

Presales

- In 2018, the Company earned 15,022 Million Baht in presales, a decrease of 2% YoY, compared with 15,278 Million Baht in 2017.

MARKET SHARE FOR SINGLE DETACHED HOUSES PRESALES 2018

- The Company occupied 9% in total single detached house market share. - The Company occupied 14% in single detached house for the price range of over 8 Million Baht market share. 33

- The Company occupied 6% in single detached house for the price range of less than 5 Million Baht market share.

Net Profit - In 2018, the Company posted an operating net profit of 1,782 Million Baht, an increase of 42% YoY percent, which was 11.4% of total income. Dividend per Share - In 2018, the Company proposed to pay the dividend per share at the rate 0.16 Baht per share.

Financial Position

- In 2018, the Company owed the total asset of 42,574 M illion Baht, an increase of 11% YoY, divided as; the total liabilities of 26,369 Million Baht, an increase of 12% YoY, and the total equity of 16,205 Million Baht, an increase of 9% YoY. - In 2018, the Debt to Equity Ratio was at 1.63. Projects Launched - In 2018, the Company had total 57 existing projects, resulting in the total value of 54,835 Million Baht, divided as; 46 Low Rise Projects and 11 Condominium Projects. Incorporation of new subsidiaries - In 2018, the Company had incorporated 2 new subsidiaries as follows: 1. SC NNR 1 Company Limited, the joint venture between the Company and Nishitetsu. 2. SC Alpha Inc., located in the United State of America.

Awards for the Year 2018 - SET Sustainability Award 2018 was bestowed to the Company under the category of “Outstanding”, which Thai publicly listed companies have been taken into account and the Company was classified in the Market capital between 10,000 – 30,000 Million Baht. - Thailand Sustainability Investment 2018 (THSI) was bestowed to the Company to represents the Company classified as the “Sustainable Share” which the Company has achieved this award on a fourth consecutive year. - SET Award 2018 was bestowed to the Company under the category of “Outstanding Investor Relations Awards”, - Additionally, in 2018, the Company has awarded in other fields such as corporate governance, operating result and project quality.

2. Sustainability Development Report in 2018 The Concept of short-term and long-term growth in economic, social and environment has been employed by the Company in regard with the conducting its business. In this regard, the Company has realized that all stakeholders must be involved for the Company’s business operation. However, the Company has undertaken to all closed stakeholders as follows: Employee: In 2018, In order to become a Living Solutions Provider, the Company has streamlined its new corporate culture and announced to all employees. The Company needs to adapt itself to keep up with the rapid changes of global trends and human’s behavior so the Company would apply the innovation into the business and service providing in order to meet the consumers’ life style. To achieve this goal, the Company had considered to streamline the corporate culture in order to create the employees’ awareness of the rapid change so that the employees could possess the quality of being a Living Solutions Provider. The creation of new corporate culture will be campaigned throughout the year of 2019 to make all employees have courage, collaboration, care and continuous improvement. Customer: With the concept of “Human Centric”, the products and services has been built and developed in order to meet the customer’s demand. The customers’ satisfactory has been assessed in term of products, after-sale services or the repairing services, and such assessment results shall be analyzed to further improve for the better products and services. The Company has established the specific departments to work on the creation and development of new products that genuinely meet the demand of customers. Besides, each group of customers always has its own requirement such as singles group or animal lover group, the products and services therefore must satisfy their requirements specifically. Such producing of products to specific group also encourages the Company’s employees to continuously improve themselves. The Company has established SC Able Company Limited (“SC Able”) for the purposes as follows: 35

1) To provide the repair services as well as after-sales services to the Company’s customers in order to improve the standard of after-sales service to be a complete, fast, and efficient. 2) To establish an occupational training institution namely “ABLE ACADEMY”, with co-creation with business partners. This Academy was to provide training courses to the Company’s employees and contractors. These included the analysis case studies in order to improve the repair and maintenance of the Company’s products.

3) Community Management, after the house ownership is completely transferred, SC Able would take over to manage the village juristic board for a continuously and sustainably good after-sales service.

Last year, the Company used many innovations to develop products and services, including the development of application platform so-called “Bann Rue Jai” on mobile device. This application was developed for requesting the repairing service or other services. Besides, many features have been launched via application on a quarterly basis. For example, “Rue Jai Subscription” has been launched in last quarter for providing housework services such as air conditioner cleaning service, gardening service and cleaning service etc., and all customers can use this application by paying monthly service fee. Business Partner: The Company places an importance to the collaboration with its business partners by frequently holding forums to welcome feedbacks, and to announce the Company’s directions. To achieve a sustainable growth in parallel with its business partners, the Company therefore uses the criteria regarding the quality of to help business partners relieve the guarantee conditions, increase the word quantity in order to motivate business partners to produce and deliver the quality products to the Company.

“FRIENDS@YOUR FENCE” Project has been arranged. This project aimed to get rid of overflowing closets problems and it was cooperated between SC’s Families, Contractors and workers. Pop – Up Stores have been set up, and workers were given 2,000 points in order to exchange such points to cloths or household stuffs. This project was not only brought a pride to donors and recipients, it also could help reduce the Carbon Footprint of 37,800 Kg.CO2e, from the dumping the cloth.

Anti - Corruption Policy and Measure: In 2018, the Company was certified as member of the Thailand’s Private Sector Collective Action Coalition against Corruption. During the year, No Gift Policy has also been approved and informed to the Company’s employees and business partners that the Company prohibits all level of employees to offer or receive Gift during any festive occasions. This No Gift Policy has been prescribed to create transparency in business conduct and to reduce possible burden which may induce corruption.

3. Business Plan in 2019 - 2022 According to the Company’s announcement in the beginning of this year, the core concept is “Next is Now”, which means making the future happen right now. The Company places an importance to 3 aspects as Profit Growth, Quality and Living Solution Providers. Revenue Target in 2019 Revenue: 19,000 Million Baht, an increase of 22%, divided as; the revenue derived from low-rise projects shall approximately take 60%, from condominium projects shall approximately take 35%, and from rents and services shall approximately take 5%. Presales: 22,000 Million Baht, an increase of 46%, divided as; the presales derived from low-rise projects shall approximately take 50%, from condominium projects shall approximately take 50%. Net Profit: 2,000 Million Baht, an increase of 10% Next Project Launched in 2019 13 new projects, resulting in the total value of 22,700 Million Baht, divided as; - 9 Low Rise Projects, with the total value of 6,500 Million Baht - 4 Condominium Projects, with the total value of 16,200 Million Baht

Prior to the casting of the vote, there was a shareholder namely Mr. Porntep Luesubsook, shareholders’ right protection volunteer as a proxy from Thai Investors Association raised 2 queries as follows:

1. The Company aims to make the profit growth making higher profit according to the Company’s 2019- 2022 directions, in other words, the Company aims to increase a profit while reducing its debts in order to make the profit growth continuously. However, having considered Debts to Equity Ratio (D/E Ratio) during past three years, D/E Ratio has been increasing. How to make the profit growth and reduce debts in order to accomplish the Company’s plans? Mr. Nuttaphong Kunakornwong clarifies that the Company now emphasized the sustainably growth. Therefore, the consideration of investment and debts issues must be considered simultaneously. Currently, the Company drove its business by using the means called “Objectives & Key Results (OKRs) which a monthly meeting regarding to the OKRs has been arranged. Furthermore, the Company arranged the meeting 1 time per 2 weeks in order to mutually consider for investment of land purchasing, so the investment could promptly be adjusted. With this regard, the Company would consider investing only if the revenue was likely to achieve target, on the other hand, if the revenue tended not to achieve the Company’s target, the investment shall be adjusted. Moreover, the Company would also consider whether products have a high level of risks or competition, if so, such portfolio of investment of risky products would be reduced. The Company would focus more on investing of competitive products such as low- rise project.

In term of debts, debts ratio in this year and next year would approximately be 1.6 – 1.7 due to the land investment in previous time. This was because property Development sector requires time to develop and receive profit back. At the end of 2022, the Company expected that debts ratio would be decreased meanwhile D/E Ratio was supposed to be decrease as well. As aforesaid, the Company would carefully invest and grow in order to achieve the target. 2. Since the Company was certified as member of the Thailand’s Private Sector Collective Action Coalition against Corruption (CAC) last year. Has the Company implemented regarding the Corruption Policy to its subsidiaries?

Mr. Attapol Sariddipuntawat replied that regarding to the corruption policy, although the Company was just certified as member of CAC in 2018, the Company has practically been performing pursuant to the Anti- Corruption Policy and Measure before declaring the intention to be member of CAC. The Company considered that Anti-Corruption Policy and Measure was one of core policy that could fortify the sustainable growth to the Company. Set Sustainability Award received by Stock Exchange of Thailand was one of the proofs. Even though the Company has been given the Rising Star, the Company has developed and received “Outstanding” in previous year. Furthermore, all subsidiaries of the Company have also applied the Company’s Anti-Corruption Policy and Measure and had the same implementation as the Company.

This matter required affirmative resolution by a majority vote of the shareholders attending the meeting and casting their votes.

Resolution: The meeting considered and resolved to approve the report of the Board of Directors on the 2018 performance of the Company, by a majority vote of the shareholders attending the meeting and casting their votes as shown hereunder:

- Approved 3,432,655,627 votes, equivalent to 100.0000 percent of total number of votes of shareholders attending and casting their votes. - Disapproved 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and casting their votes. - Abstained 3,863,810 votes, not constituted as voting base. - Void ballots 0 votes, not constituted as voting base. - Ineligible to Vote 0 votes, not constituted as voting base.

Agenda 4 To approve the 2018 Financial Statements for the year ended 31 December 2018

Mr. Attapol Sariddipuntawat, the Chief Corporate Officer, presented a summary report of 2018 Financial Statements for the year ended 31 December 2018, which were already examined without any condition by Mrs. Anothai Leekitwattana, a certified public accountant, license number 3442, from PricewaterhouseCoopers ABAS Company Limited, and were already approved by the Audit Committee (as detailed in Enclosure 2, the 2018 Annual Report in form of QR Code and the summary of financial information, attached together with the Notice of the Meeting, for the shareholders’ acknowledgement) containing the following subject matters:

(Unit: Baht) Consolidated Separate Financial Statements Financial Statements Statement of Financial Position (Restated) (Restated) 2018 2017 2018 2017 Total Assets 42,573,812,130 38,498,161,787 38,830,485,700 36,651,794,233 Total Liabilities 26,368,697,303 23,582,734,112 23,783,774,312 22,738,356,593 Total Owners’ Equity 16,205,114,827 14,915,427,675 15,046,711,388 13,913,437,640 Total Liabilities and Owners’ 42,573,812,130 38,498,161,787 38,830,485,700 36,651,794,233 Equity

(Unit: Baht) Consolidated Separate Financial Statements Financial Statements Profit and Loss Statement (Restated) (Restated) 2018 2017 2018 2017 Total Operating Revenues 15,615,962,186 12,450,194,739 13,723,842,965 11,229,308,250 Total Operating Cost (10,187,840,550) (7,991,810,578) (9,045,779,084) (7,270,213,915) Total Income for the Years 1,774,168,010 1,255,796,881 1,622,108,826 1,153,648,038 Total Comprehensive Income 1,773,322,230 1,261,389,801 1,622,108,826 1,159,240,958 for the Years Basic Earnings Per Share and Diluted Earnings Per Share 0.4263 0.3011 0.3881 0.2760 (Unit : Baht)

There were positive and negative factors that affected the operating performance as well as the financial status of the Company, details were as follows;

Positive factors 1. Export and Tourism was considered as one factor that drove the business conduct and the Company’s financial position. 2. Mega projects investment by the government was the construction of infrastructure of country invested by government in Bangkok and all other provinces. 3. Interest rate was another important factor because the interest rate remained unchanged, compared with the interest rate in the year 2017. Although there was a change in interest rate at the end of last year, but the change was minor.

Negative Factors 1. Global economic condition directly and indirectly impacted the economics of Thailand due to the weakness of global economic, which eventually caused the negative impact the property development business sector. 2. Financial institutions’ stringent credit risk policy has been announced by the Bank of Thailand in fourth quarter, regarding LTV rules. Although LTV would be effective on 1 April 2019, the financial institutions started to comply with the Bank of Thailand’s guidelines. 3. Land acquisition and land budget has been considered as negative factor that affect the operating performance of property development business sector for consecutive years. The land acquisition was more challenge and the budget continued increased, so all of developers, including the Company, must cope these issues to be in line with the growth of business.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a majority vote of the total number of votes of shareholders attending the meeting and casting their votes. Resolution: The meeting considered and resolved to approve the 2018 financial statements for the year ended 31 December 2018 by a majority vote of the shareholders attending the meeting and casting their votes as shown hereunder:

- Approved 3,432,763,598 votes, equivalent to 100.0000 percent of total number of votes of shareholders attending and casting their votes. - Disapproved 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and casting their votes. - Abstained 3,863,810 votes, not constituted as voting base.

- Void ballots 0 votes, not constituted as voting base. - Ineligible to Vote 0 votes, not constituted as voting base.

Agenda 5 To approve the dividends payment for the year 2018

The Chairman reported that the Company had the policy to pay dividends to shareholders at a rate of not below 40 percent of net profit after the deduction of corporate income tax. The said rate might be changed depending on the Company’s performance, business expansion plans, liquidity, other necessities and business environment in the future, and the dividend will be allocated in the best interests of shareholders.

At the 2018 Annual General Meeting of Shareholders, the dividend was approved for the Company’s performance for the year of 2017 paid in in cash at the rate 0.12 Baht per share. As for the Company’s performance ended at 31 December 2018, the Company posted a net profit of 1,622,108,826 Baht (One Thousand Six Hundred Twenty Two Million One Hundred Eight Thousand Eight Hundred Twenty Six Baht) from the separate financial statements of the Company but the stated net profit was inclusive of a loss from the adjustment of the fair value of investment property in the amount of 1,537,260 Baht (One Million Five Hundred Thirty Seven Thousand Two Hundred Sixty Baht) which was not an actual loss. The net operating profit of the Company after inclusive of the loss from the adjustment of the fair value of investment property in the amount of 1,623,646,086 Baht (One Thousand Six Hundred Twenty Three Million Six Hundred Forty Six Thousand Eighty Six Baht) which is more than the net operating profit earned in 2017 (before adjustment and before deduction of the profit from the adjustment of the fair of investment property value), which was 1,114,701,730 Baht (One Thousand One Hundred Fourteen Million Seven Hundred One Thousand Seven Hundred Thirty Baht), at the amount of Baht 508,944,356 Baht (Five Hundred Eight Million Nine Hundred Forty Four Thousand Three Hundred Fifty Six Baht).

The Board of Directors deemed appropriate to pay dividends for the year 2018 at the rate of Baht 0.16 (Sixteen Satang) per share from the total number of 4,179,624,512 shares of the Company or equivalent to 41.03% of the net profit after the deduction of corporate income tax pursuant to the Company’s dividend policy prescribing that the dividend payment shall not be below 40 percent of net profit after the deduction of corporate income tax, totaling the dividends of 668,739,922 Baht (Six Hundred Sixty Eight Million Seven Hundred Thirty Nine Thousand Nine Hundred Twenty Two Baht).

The Company will set the Record Date for the shareholders, who entitle to receive the dividend, on 7 May 2019. The dividend payment date will be on 23 May 2019.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a majority vote of shareholders attending the meeting and casting their votes.

Resolution: The meeting considered and resolved to approve the dividend payment for the year 2018 at the rate of Baht 0.16 (Sixteen Satang) per share, by a majority vote of shareholders attending the meeting and casting their votes as shown hereunder.

- Approved 3,436,617,408 votes, equivalent to 100.0000 percent of total number of votes of shareholders attending and casting their votes. - Disapproved 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and casting their votes. - Abstained 10,000 votes, not constituted as voting base. - Void ballots 0 votes, not constituted as voting base. - Ineligible to Vote 0 votes, not constituted as voting base.

Agenda 6 To consider and approve the appointment of the auditor and to fix the audit fee for the year 2019

The Chairman reported that, pursuant to Section 120 of the Public Company Act, B.E. 2535 (A.D. 1992) and under Clause 41(5) of the Company’s by-laws, it was prescribed that one of the matters to be considered and approved at an annual general meeting of shareholders were the nomination and appointment of the auditor and the determination of the audit fee. The Board of Directors considered that PricewaterhouseCoopers ABAS Company Limited was qualified for the criteria and has good working standard acceptable to both domestic and international level and its audit fee was reasonable. The Board of Directors agreed to propose the nomination of 3 auditors from PricewaterhouseCoopers ABAS Company Limited for appointment as the Company’s auditors in 2019 according to opinion given by the Audit Committee. In the Board of Directors’ opinion, the auditors, importantly, bear no relation to or have no conflict of interest in the Company, subsidiaries, the management team, major shareholders or related parties; which this will enable them to conduct audits with independence and to express their independent opinions on the Company’s financial statements. Their details were as follows:

1. Mrs. Anothai Leekitwattana, Certified Public Accountant number 3442 She was approved by the majority votes of the shareholders attending the meeting and casting their votes as an auditor of the Company since 2015 and signed on the Company’s Financial Statement since 2015 for 4 year, or

2. Mr. Paiboon Tunkoon, Certified Public Accountant number 4298 He was approved by the majority votes of the shareholders attending the meeting and casting their votes as an auditor of the Company since 2015, but he has never signed on the Company’s financial statement, or

3. Ms. Sakuna Yamsakul, Certified Public Accountant number 4906 She has never approved by the majority votes of the shareholders attending the Meeting and casting their votes as an auditor of the Company (in replacement of Mrs. Nattaporn Phan-Udom who retired from her work)

Either said auditor would conduct audits and comment on the financial statements of the Company. In case those three auditors were not able to perform their work, PricewaterhouseCoopers ABAS Company Limited would appoint its proper, qualified and certified auditor to perform the audit and express an opinion on the Company’s financial statements for the year 2019 in their place. The auditors’ remuneration for the year 2019 including its quarterly financial statements was Baht 2,130,000 (Two Million One Hundred Thirty Thousand Baht), which was Baht 80,000 (Eighty Thousand Baht) higher than the year 2018. The auditors’ remuneration fee is determined at the similar rate comparable to the same industry sector.

Should the Company use the audit services of PricewaterhouseCoopers ABAS Company Limited, its subsidiaries, excluding SC Alpha Inc., the subsidiaries registered in the United State of America, would also use those of a certified public accountant of PricewaterhouseCoopers ABAS Company Limited. Provided that, the Board of Directors would monitor and govern that the company’s financial statement would be conducted and prepared according to the schedule. Other than the services of audit work on the financial statements, the Company and its subsidiaries did not use any services from both audit firms, or from any person or business relating to the auditors or the audit firms.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a majority vote of the shareholders attending the meeting and casting their votes.

Resolution: The meeting considered and resolved to appoint 3 auditors from the Pricewaterhouse Coopers ABAS Limited’s, namely Mrs. Anothai Leekitwattana, Certified Public Accountant number 3442, or Mr. Paiboon Tunkoon, Certified Public Accountant number 4298, or Ms. Sakuna Yamsakul, Certified Public Accountant number 4906, act as the Company’s auditors. In case all auditors were not able to perform their work, the PricewaterhouseCoopers ABAS Company Limited would appoint its proper, qualified and certified auditor to

43 perform the audit and express an opinion on the Company’s financial statements for the year 2019 in their place. The Company also determined the audit fee for the 2019 financial statements including its quarterly financial statements, in the amount of Baht 2,130,000 (Two Million One Hundred Thirty Thousand Baht), by a majority vote of the shareholders attending the meeting and casting their votes as shown hereunder.

- Approved 3,436,602,142 votes, equivalent to 99.9993 percent of total number of votes of shareholders attending and casting their votes. - Disapproved 25,391 votes, equivalent to 0.0007 percent of total number of votes of shareholders attending and casting their votes. - Abstained 10,000 votes, not constituted as voting base. - Void ballots 0 votes, not constituted as voting base. - Ineligible to Vote 0 votes, not constituted as voting base.

Agenda 7 To approve the election of directors replacing those retired by rotation, the designation of the authorized directors and the remuneration of the directors for the year 2019

7.1 To approve the election of directors replacing those retired by rotation The Chairman reported that pursuant to Section 71 of the Public Company Act, B.E. 2535 and under Clause 20 of the Company’s Articles of Association prescribing in every annual general meeting of shareholders, one- thirds (1/3) of the number of the directors at that time shall retire from the office; nevertheless, those directors retiring by rotation may be re-elected. In this year there were three directors, with the longest tenure in office, were due to retire, who are: 1. Mr. Nuttaphong Kunakornwong Vice-Chairman of Director / Chief Executive Officer 2. Mr. Nathpath Ouajai Director 3. Mrs. Vilasinee Puddhikarant Director (Independent Director) Before the scheduled meeting date, the Company gave shareholders an opportunity to nominate a person for director to be elected at the meeting, through the Company’s website namely www.scasset.com, in the Corporate Menu, between 18 September 2018 and 31 January 2019. Nonetheless, none of the shareholders had nominated any qualified person, and the Company reported this matter to the Stock Exchange of Thailand via its website for shareholders’ acknowledgement on 1 February 2019. This matter requires affirmative resolution with a majority vote and the election of directors shall be conducted on an individual basis.

Before proceeding vote casting, Mr. Nuttaphong Kunakornwong, Mr. Nathpath Ouajai and Mrs. Vilasinee Puddhikarant, who had a conflict of interest in this agenda, were invited to be temporarily out of the conference room, thereby allowing shareholders to vote independently up to their own decision. 44

In term of the nomination of the qualified person to be in position of directors, regulations and conditions including the qualification has been clearly set. The qualified person must possess qualification and experience in the fields contributable to the accomplishment of short – term and long - term business strategies. In addition, in process of nomination the independent director, the independent director must have the qualification as regulations stipulated by the Company and in accordance with Notification of the Capital Market Supervisory Board in order to enable the independent director to independently performs and expresses the opinion so that they can benefit to all stakeholders.

The Nomination and Remuneration Committee jointly made the assessment that all three nominated directors who will retire by rotation are qualified according to the prescribed requirements stated in Section 68 of the Public Limited Companies Act B.E. 2535, and did not lack the proper qualifications duly required by the Securities and Exchange Commission of Thailand and the Stock Exchange of Thailand, which might have made it not possible to entrust them to manage a publicly listed company. They were knowledgeable, proficient and possessed needed experience which was useful for the Company. They also were attentive and ethical. They additionally exercised honest and independent judgments that were independently from management and other interested parties. They had adequately devoted their time to perform the directorship duties for the companies in which they serve and are responsible for their roles.

The Board of Directors therefore proposed to the shareholders meeting the re-appointment all three nominated directors. Having considered Mrs. Vilasinee Puddhikarant, who was qualified to be independent director pursuant to the criteria prescribed by the Company, she has proved that throughout her term she has been capable to perform and express her opinions independently in accordance with relevant rules and regulations and benefit the Company. Details of directors replacing those retired by rotation as shown in projector the conference room and the attachments 4 – sent together with the Notice of the 2019 Annual General Meeting of Shareholders.

The voting procedure, the shareholders were asked to separately cast their votes for directors, one after another, by using ballots the meeting staff handed out during registration. For the rapidity of the proceeding of the meeting, the Company would collect ballots for counting at the same time after the separate votes for three individual directors were finished, and thereafter, the Company would announce the vote results by person, starting from:

1. Mr. Nuttaphong Kunakornwong 2. Mr. Nathpath Ouajai 3. Mrs. Vilasinee Puddhikarant

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

The election of a directors required affirmative resolution by a majority vote of the shareholders attending the meeting and casting their votes.

Resolution: The meeting considered and resolved to elect a director on an individual basis, by a majority vote of the shareholders attending the meeting and casting their vote as shown hereunder.

1. The meeting approved to re-elect Mr. Nuttaphong Kunakornwong, Vice-Chairman of the Board of Directors / Member of the Executive Committee / Member of the Corporate Governance and Sustainable Development Committee / Chief Executive Officer, to resume his seat for another term of office by a majority vote as follows.

- Approved 3,436,026,335 votes, equivalent to 99.9799 percent of total number of votes of Shareholders who attended and cast their vote. - Disapproved 689,519 votes, equivalent to 0.0201 percent of total . number of votes of Shareholders who attended and cast their vote - Abstained 10,000 votes, not constituted as voting base - Void ballots 0 votes, not constituted as voting base - Ineligible to Vote 0 votes, not constituted as voting base

2. The meeting approved to re-elect Mr. Nathpath Ouajai, Director/ Member of the Executive Committee/ Member of the Nomination and Remuneration Committee, to resume his seat for another term of office by a majority vote as follows.

- Approved 3,435,108,616 votes, equivalent to 99.9532 percent of total number of votes of Shareholders who attended and cast their vote. - Disapproved 1,607,238 votes, equivalent to 0.0468 percent of total . number of votes of Shareholders who attended and cast their vote - Abstained 10,000 votes, not constituted as voting base - Void ballots 0 votes, not constituted as voting base - Ineligible to Vote 0 votes, not constituted as voting base

3. The meeting approved to re-elect Mrs. Vilasinee Puddhikarant, Director/ Member of the Executive Committee (Independent Director) to resume her seat for another term of office by a majority vote as follows.

- Approved 2,961,765,409 votes, equivalent to 86.1803 percent of total

number of votes of Shareholders who attended and cast their vote. - Disapproved 474,942,289. votes, equivalent to 13.8197 percent of total . number of votes of Shareholders who attended and cast their vote - Abstained 18,156 votes, not constituted as voting base - Void ballots 0 votes, not constituted as voting base - Ineligible to Vote 0 votes, not constituted as voting base

7.2 To determine the authorized directors of the Company

The Chairman reported that according to the agenda item 7.1, the meeting resolved of a majority vote to re-elect three directors who retired by rotation to resume their seats for another term of office. The Board of Director therefore opined to determine the authorized directors of the Company as same as its registration at the Ministry of Commerce as follows;

“Mr. Nuttaphong Kunakornwong, Mr. Nathpath Ouajai, Mr. Attapol Sariddipuntawat, any two of these three directors co-sign their names and affix the company seal.”

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

The determination of authorized directors required affirmative resolution of a majority vote of the total number of votes of shareholders attending and casting votes at the meeting.

Resolution: The meeting considered and resolved to determine the authorized directors of the Company as proposed by the Board of Director, with a majority vote, as shown hereunder.

- Approved 3,427,061,467 votes, equivalent to 99.9977 percent of total number of votes of Shareholders who attended and cast their vote. - Disapproved 77,200 votes, equivalent to 0.0023 percent of total . number of votes of Shareholders who attended and cast their vote - Abstained 10,000 votes, not constituted as voting base - Void ballots 0 votes, not constituted as voting base - Ineligible to Vote 9,589,843 votes, not constituted as voting base

7.3 To fix the remuneration of the Board of Directors

The Chairman reported that, at the 2018 Annual General Meeting of Shareholders, the meeting approved the director remuneration within the limit of Baht 10,000,000 (Ten Million Baht), and the actual remuneration 47 payment was Baht 8,980,000 (Eight Million Nine Hundred Eighty Thousand Baht) consisting of salary, bonus and meeting allowance (none of other kind of remuneration), which excluding those of the directors who hold executive positions in the Company.

In 2019, the Nomination and Remuneration Committee considered the remuneration of the Board of Directors appropriately and discretionarily basing on the comparative rate with others in the same industry and the meeting plans of each committee in the year 2019, including business expansion and growth of the Company’s profit, the Committee proposed to determine the 2019 remuneration of the Board of Directors not to exceed Baht 10,000,000 (Ten Million Baht) which is equivalent to the year 2018. Details of the of the Board of Directors’ remuneration consisting of salary, bonus and meeting allowance (none of other kind of remuneration), which excluding those of the directors who hold executive positions in the Company are as follows; (Unit: Baht/Person) 2019 Remuneration for Directors Position (Proposed 2018 2017 Year) Monthly meeting allowance Chairman of Board of Directors 150,000 150,000 150,000 Director None None None Salary Chairman of Board of Directors None None None Authorized Director (excluding 30,000 None None executive directors) Director None None None Meeting allowance Chairman of Board of Directors None None None (Only Directors attending the Directors 25,000 25,000 25,000 meeting) (Person/Meeting) Executive Directors None None None Bonus Chairman of Board of Directors 600,000 600,000 600,000 (Excluding executive directors) Chairman of the Sub - Committee / 550,000 550,000 550,000 Authorized Director Directors 500,000 500,000 500,000 Other Remuneration Chairman of Board of Directors None None None Directors None None None

Remark: Bonus for the directors for the year 2019 is solely estimated amount which is equivalent to bonus paid in 2018. However, the amount of bonus stipulated may be subject to change by the Nomination and Remuneration Committee consideration depending on operating result of the Company ended 31 December 2019. Notwithstanding the forgoing, the 2019 bonus for director shall not be exceeding the amount approved by the 2019 Annual General Meeting of Shareholders.

(Unit: Baht/Person) Remuneration for Members of 2019 Position (Proposed 2018 2017 Sub - Committee Year) Meeting allowance Chairman of Sub-Committee 30,000 30,000 30,000 (Only Directors attending the Member of Sub-Committee 25,000 25,000 25,000 meeting) (Person/Meeting) Director who holds an executive None None None position Other Remuneration Director None None None

As all directors, excluding executive directors, vested interest in this agenda item, they were not eligible to vote. The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments. This matter required affirmative resolution by a vote of not less than two-thirds of the total number shareholders attending the meeting.

Resolution: The meeting considered and resolved to approve to fix the remuneration of the Board of Directors within the limit of Baht 10,000,000 (Ten Million Baht) by the affirmative resolution of not less than the two- thirds vote of shareholders attending the meeting as shown hereunder.

- Approved 3,436,615,348 votes, equivalent to 99.9964 percent of total number of votes of shareholders attending the Meeting. - Disapproved 77,200 votes, equivalent to 0.0022 percent of total number of votes of shareholders attending the Meeting. - Abstained 10,000 votes, equivalent to 0.0003 percent of total number of votes of shareholders attending the Meeting. - Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending the Meeting. - Ineligible to vote 37,968 votes, equivalent to 0.0011 percent of total number of votes of shareholders attending the Meeting.

Agenda 8 To approve the issuance and offering the warrants to purchase the Company’s ordinary shares (“Warrant”) to directors and employees of the Company and Company’s subsidiaries, in the amount not exceeding 40,000,000 units (ESOP Grant III).

Mr. Attapol Sariddipuntawat reported that in order to retain valuable human resource of the Company and the Company’s subsidiaries and to motivate the director and employees to perform their duties in the best interest

49 of the Company and the Company’s subsidiaries. In addition, the program was to reward the directors and employees for their work hard and dedication, which have contributed the growth of the Company and the Company’s subsidiaries.

The Nomination and Remuneration Committee has considered that the issuing and offering of the warrants to purchase the Company’s ordinary shares could motivate the directors and employees of the Company and the Company’s subsidiaries to work and dedicate with the Company and the Company’s subsidiaries in the long term.

Having considered the ESOP – Grant III, The Board of Directors has agreed with the Nomination and Remuneration Committee’s opinion that the issuing and offering of the Warrants was appropriate and proposed to the meeting of shareholder to consider and approve the issuing and offering of the Warrants to purchase the Company’s ordinary shares for the allotment to the directors and employees in the amount not exceeding 40,000,000 units (ESOP - Grant III) or equivalent to 0.96 percent of the total paid-up share of the Company, details are as follows; Offering Price per Unit Baht 0 (zero Baht) Offering Period The offering shall be completed within one year from the date of issuance and offering of the Warrants under the Program

Terms Not exceeding 5 years from the date of issuance and offering Number of Reserved Shares Not exceeding 40,000,000 shares (at the par value of Baht 1) or 0.96 percent of the total paid-up shares. Exercise Ratio One warrant per one ordinary share. Exercise Price The weight average closing of the Company’s shares trade on the Stock Exchange of Thailand during the period of 15 consecutive working days prior of the day Shareholders’ Meeting, (no discount from the market price).

To cast this agenda, all directors and executives, who vested interest for being offered the warrant to purchase the ordinary shares, were not eligible to vote.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding ten (10) percent of all eligible votes.

Resolution: The meeting considered and resolved to approve the issuing and offering of the warrants to purchase the Company’s ordinary shares (“Warrants”) to directors and employees of the Company and the Company’s subsidiary in the amount not exceeding 40,000,000 units, by a vote of not less than three- quarters of shareholders attending the meeting and having the right to vote, and there was no shareholder with an aggregate number of shares exceeding 10 percent of all eligible votes opposed as shown hereunder.

- Approved 3,409,155,967 votes, equivalent to 99.9404 percent of total number of votes of shareholders attending and having the right to vote. - Disapproved 2,024,438 votes, equivalent to 0.0593 percent of total number of votes of shareholders attending and casting their vote. - Abstained 10,000 votes, equivalent to 0.0003 percent of total number of votes of shareholders attending and having the right to vote. - Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and having the right to vote. - Ineligible to vote 25,588,079 votes, not constituted as voting base.

Agenda 9 To approve the allotment of newly issued ordinary shares in the amount not exceeding 40,000,000 shares at the par value of Baht 1 (One Bath) each to be reserved for the exercise of the Warrants (ESOP - Grant III)

The Chairman reported that according to the approval of the issuing and offering of the warrants to purchase the Company’s ordinary shares (“Warrants”) to directors and employees of the Company and Company’s subsidiaries described in Agenda Item 8 above, the Company shall then allot ordinary shares in the amount not exceeding 40,000,000 shares, at par value of Baht 1 (One Bath) each, to be reserved for the exercise of the Warrants to the Company’s directors and employees (ESOP – Grant III).

The Board of Director deems appropriate to allot unpaid shares in the amount not exceeding 40,000,000 shares at a par value of Baht 1 each to be reserved for the exercise of the Warrants to directors and employees of the Company and the Company’s subsidiary.

To cast this agenda, all directors and executives, who vested interest for being offered the warrant to purchase the ordinary shares, were not eligible to vote.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a majority vote of shareholders attending the meeting and casting their votes. 51

Resolution: The meeting considered and resolved to approve the allotment of unpaid shares in the amount not exceeding 40,000,000 shares at par value of Baht 1 (One Baht) each to be reserved for the exercise of the Warrants (ESOP – Grant III) by a majority vote of the shareholders attending the meeting and casting their votes as shown hereunder.

- Approved 3,409,233,167 votes, equivalent to 99.9429 percent of total number of votes of shareholders attending and casting their vote. - Disapproved 1,947,238 votes, equivalent to 0.0571 percent of total number of votes of shareholders attending and casting their vote. - Abstained 10,000 votes, not constituted as voting base. - Void ballots 0 votes, not constituted as voting base. - Ineligible to vote 25,588,079 votes, not constituted as voting base.

Agenda 10 To approve the offering and the allocation of the Warrants to purchase the Company’s ordinary shares to directors and employees, each of whom is entitled to be offered and allocated in exceeding 5 percent (ESOP - Grant III)

The Chairman reported that in order to offer and allocate of the Warrants to the Company’s directors and employees, each of whom would be allocated more than 5 percent of the total issued Warrants. This offering and allocation was provided to the director and employees who played significant role to contribute the growth and the prosperity of the Company. This also aimed to create the ownership spirit for the valuable directors and employees and to retained them to work with the Company in the long term which will mutually benefit the Company and its shareholders.

The Nomination and Remuneration Committee have considered that there were 2 directors holding executive positions, who were eligible to be offered and allocated of the Warrant more than 5 percent of the total Warrants, the name and the number of allocated shares were shown in the table below.

1. Mr. Nuttaphong Kunakornwong 3,000,000 Unit Total amount 7.5% of the Warrants 2. Mr. Attapol Sariddipuntawat 3,000,000 Unit Total amount 7.5% of the Warrants

Before proceeding vote casting, the Chairman invited 2 directors, who directly vested interest in this agenda item, to be temporarily out of the conference room, thereby allowing shareholders to vote independently up to their own decision.

These 2 directors were considered as the high expertise executives and they are responsible to set the direction as well as managed the Company’s business to be in line with the Company’s policies. Indeed, they had contributed the prosperity of the Company. The offering and allocation the Warrants would motivate the Company’s directors and employees’ performances to be more efficiently and this would generates earning and enhanced the sustainable growth of the Company’s business.

As to the voting method, the 2 directors were not eligible to vote and shareholders were asked to separately cast their votes for directors, one after another, by using ballots the meeting staff handed out during registration. For the rapidity of the proceeding of the meeting, the Company would collect ballots for counting at the same time after the separate votes for two individuals were finished, and thereafter, the Company would announce the vote results by person.

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter requires affirmative resolution by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote and must not be opposed by shareholders with an aggregate number of shares exceeding five (5) percent of all eligible votes.

Resolution: The meeting considered and resolved to approve the offering and the allocation of the Warrants to purchase the Company’s ordinary shares, each of whom was entitled to be offered and allocated in exceeding 5 percent (ESOP - Grant III). This agenda was approved on an individual basis by the vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote, and there was no shareholder with an aggregate number of shares exceeding 5 percent of all eligible votes opposed as shown hereunder. (1) Mr. Nuttaphong Kunakornwong The number of Warrants to be allocated shall not exceed 3,000,000 units or 7.5% of total warrants under this program.

- Approved 3,430,901,055 votes, equivalent to 99.8579 percent of total number of votes of shareholders attending and having the right to vote. - Disapproved 4,870,238 votes, equivalent to 0.1418 percent of total number of votes of shareholders attending and casting their vote. - Abstained 10,000 votes, equivalent to 0.0003 percent of total number of votes of shareholders attending and having the right to vote. 53

- Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and having the right to vote. - Ineligible to vote 1,000,000 votes, not constituted as voting base.

Mr. Nuttaphong Kunakornwong had a conflict of interest in this agenda by holding 1,000,000 shares, therefore was not eligible to cast his vote.

(2) Mr. Attapol Sariddipuntawat The number of Warrants to be allocated shall not exceed 3,000,000 units or 7.5% of total warrants under this program.

- Approved 3,423,303,056 votes, equivalent to 99.8574 percent of total number of votes of shareholders attending and having the right to vote. - Disapproved 4,870,238 votes, equivalent to 0.1421 percent of total number of votes of shareholders attending and casting their vote. - Abstained 18,156 votes, equivalent to 0.0005 percent of total number of votes of shareholders attending and having the right to vote. - Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and having the right to vote. - Ineligible to vote 8,589,843 votes, not constituted as voting base.

Mr. Attapol Sariddipuntawat had a conflict of interest in this agenda by holding 8,589,843 shares, therefore is not eligible to cast his vote.

Agenda 11 To approve the amendment Article 33 of the Company’s Articles of Association regarding Electronic Conferencing.

The Chairman reported that due to the announcement of the National Council for Peace and Order No. 74/2557 indicating that the Board of Directors’ meeting could be held via electronic devices. Thereafter, the Department of Business Development has issued its clarification on 23 September 2016 with regards to the electronic conferencing via electronic devices as follows: for public company limited, if the conference or meeting was required to be held, such matter shall be prescribed in the Articles of Associations of public company limited. Therefore, the Company’s Articles of Association shall be amended. The Company would like to propose to the Meeting of Shareholders to approve the amendment Article 33 of the Company’s Articles of Association regarding Electronic Conferencing in order to accommodate changes in laws about the Board of Directors’ meeting via electronic devices, details of which appear in the relevant laws regarding the amendment of the Company’s Articles of Association as enclosed in the Attachment 9 -

54 sent together with the Notice of the 2019 Annual General Meeting of Shareholder. The Article 33 shall be repealed and replaced by new clause and engage to register the new Articles of Association with details as follows;

Article 33 of the Company’s Articles of Association prior to the amendment “Article 33 The Company’s Board of Director shall hold meeting at least once every there (3) months at the Company’s head office, other provinces or other foreign countries as designated by the Chairman. The Chairman shall be the person summoning a meeting of the Board of Directors. In case of necessity, two (2) or more directors may request the Chairman to convene a Board of Directors meeting, and in this case the Chairman shall determine the date of the meeting within fourteen (14) days from the date of receipt of such request.”

Article 33 of the Company’s Articles of Association after to the amendment “Article 33 The Company’s Board of Director shall hold meeting at least once every there (3) months at the Company’s head office, other provinces as designated by the Chairman. The Chairman shall be the person summoning a meeting of the Board of Directors. In case of necessity, two (2) or more directors may request the Chairman to convene a Board of Directors meeting, and in this case the Chairman shall determine the date of the meeting within fourteen (14) days from the date of receipt of such request. The Board of Directors can convene a meeting via electronic devices subjected to the conditions, procedures and methods specified by the law.”

The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments.

This matter required affirmative resolution by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote.

Resolution: The meeting considered and resolved to approve the amendment of the Article 33 of the Company’s Articles of Association regarding Electronic Conferencing as detailed above, by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote as shown hereunder.

- Approved 3,436,694,093 votes, equivalent to 99.9975 percent of total number of votes of shareholders attending and having the right to vote. - Disapproved 77,200 votes, equivalent to 0.0022 percent of total number of votes of shareholders attending and casting their vote. - Abstained 10,000 votes, equivalent to 0.0003 percent of total number of votes of shareholders attending and having the right to vote. - Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and having the right to vote. 55

- Ineligible to vote 0 votes, not constituted as voting base.

Agenda 12 To approve the amendment Article 35 of the Company’s Articles of Association regarding calling for shareholders’ meeting by shareholders.

The Chairman reported that due to the Order of Head of the National Council for Peace and Order No.21/2560 (A.D. 2016) Re: Amendment to the Laws to Accommodate Business Operation, Section 100 of the Public Limited Companies Act B.E. 2535 regarding calling for extraordinary shareholders’ meeting by shareholders has been amended, the Article 35 of the Company’s Articles of Associations had no longer effective. Therefore, the Company’s Articles of Association shall be amended. The Company would like to propose to the Meeting of Shareholders to approve the amendment Article 35 of the Company’s Articles of Association regarding calling for shareholders’ meeting by shareholders in order to comply with the amended provision of Public Limited Company Act, details of which appear in the relevant laws regarding the amendment of the Company’s Articles of Association as enclosed in the Attachment 9 - sent together with the Notice of the 2019 Annual General Meeting of Shareholders. The Article 35 shall be repealed and replaced by new clause and engage to register the new Articles of Association with details as follows;

Article 35 of the Company’s Articles of Association prior to the amendment

“Article 35 The Board of Directors shall arrange the annual general meeting of shareholders within four (4) months from the last day of the fiscal year of the Company. The meeting of shareholders other than aforementioned in the first paragraph shall be called an extraordinary meeting. The Board of Directors may summon an extraordinary meeting of shareholders whenever the Board of Directors deems Appropriate or, At any time, when the shareholders holding share altogether not less than one-fifth (1/5) of the total number of shares sold or the shareholders not less than twenty-five (25) persons holding shares altogether not less than one-tenth (1/10) of the total number of shares sold submit their names in a letter with special reasons and objectives therein requesting to the Board of Directors to summon an extraordinary meeting of shareholders. In such case, the Board of Directors shall arrange the meeting within one (1) month from the date of receipt of such letter.”

Article 35 of the Company’s Articles of Association after to the amendment

56 extraordinary meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. In this regard, the board of directors shall proceed to call a meeting of shareholders to be held within forty-five days (45) as from the date the request in writing from the shareholders is received. In case the Board of Directors fails to arrange for the meeting within such period under paragraph four, the shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within forty-five days as from the date of expiration of the period under paragraph four. In such case, the meeting is deemed to be shareholders’ meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of convening such meeting and the Company shall reasonably provide facilitation. In the case where, at the meeting called by the shareholders under paragraph five, the number of the shareholders presented does not constitute quorum as prescribed by Article 37, the shareholders under paragraph five shall jointly compensate the Company for the expenses incurred in arrangements for holding that meeting.” The Chairman then invited questions and, as there was no shareholder raising any further inquiries or comments. This matter requires affirmative resolution by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote.

Resolution: The meeting considered and resolved to approve the amendment of the Article 35 of the Company’s Articles of Association regarding calling for shareholders’ meeting by shareholders as detailed above, by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote as shown hereunder.

- Approved 3,363,581,071 votes, equivalent to 97.8701 percent of total number of votes of shareholders attending and having the right to vote. - Disapproved 73,190,222 votes, equivalent to 2.1296 percent of total number of votes of shareholders attending and casting their vote. - Abstained 10,000 votes, equivalent to 0.0003 percent of total number of votes of shareholders attending and having the right to vote. - Void ballots 0 votes, equivalent to 0.0000 percent of total number of votes of shareholders attending and having the right to vote. - Ineligible to vote 0 votes, not constituted as voting base.

The Chairman informed that the meeting had completed in every agenda item, and the Company did not add other matters to the agenda but those shown in the notice of the meeting. The Company also gave shareholders an opportunity to propose additional agenda in advance, through the Company’s Website i.e. www.scasset.com, in the Corporate Menu, from 18 September 2018 to 31 January 2019. It appeared that none of them was additional agenda proposed; therefore, the Company e-mailed the report of this matter to the Stock Exchange of Thailand via its website for shareholders’ acknowledgement on 1 February 2019. 57

However, it was prescribed in Paragraph Two in Section 105 of Public Company Act B.E. 2535 (A.D. 1992) that the shareholders holding shares amounting to not less than one-third of the total number of issued shares may request the meeting to consider other matters in addition to those specified in the notice of the meeting.

There were no more agendas or questions raised. The Chairman thanked every shareholder for his/her time attending this meeting and declared the meeting closed.

The Meeting closed at 16.07 hours

Signed -Signature- Chairman of the Board (Mr. Rath Kitivejosoth)

Signed -Signature- Company Secretary (Mr. Somboon Kuptimanus)

Attachment 4

Preliminary Information of Auditors SC Asset Corporation Public Company Limited o Mrs. Anothai Leekitwattana Age : 60 years CPA No. 3442

Auditor Office • PricewaterhouseCoopers ABAS Ltd. Working Experiences • 1982 – Present as the auditor of PricewaterhouseCoopers ABAS Ltd. Highest Education • Master’s Degree of Accountancy, Thammasat University • High Diploma in Auditing, Thammasat University • Bachelor Degree of Accountancy (Honors Degree), Thammasat University Relationship and/or Conflict of • None Interest with the Company / Subsidiaries / Executive / Major Shareholders or those related person Auditing Period for Company • 5 Years (was approved by the majority votes of the shareholders attending the (year) Meeting and casting their votes as an auditor of the Company since 2015, totaling for three year and signed on the Company’s Financial Statement for since 2015, totaling for 5 years) Being Auditor for Subsidiary • Having been the auditor of the Company’s subsidiaries namely - SC Able Ltd., - Upcountry Land Ltd., - V. Land Property Ltd., - SCOPE Ltd., - SCOPE TOWER CO., Ltd., - Bridge Group (Thailand) Ltd. - SC Expedition Ltd. And - SC Asset Three Ltd. Auditing Fee • 4,665,000 Baht (Four Million Six Hundred and Sixty-Five Thousand Baht) (For the Company and its subsidiaries for the year 2018) Other Fees • None

Preliminary Information of Auditors SC Asset Corporation Public Company Limited

o Mr. Paiboon Tunkoon Age : 51 years CPA No. 4298

Auditor Office • PricewaterhouseCoopers ABAS Ltd. Working Experiences • 1990 – Present as the auditor of PricewaterhouseCoopers ABAS Ltd. Highest Education • Master’s Degree of Financial Management, Chulalongkorn University • High Diploma in Auditing, Thammasat University

• Bachelor Degree of Commerce and Accountancy, Thammasat University Relationship and/or Conflict of • None Interest with the Company / Subsidiaries / Executive / Major Shareholders or those related person Auditing Period for Company • was approved by the majority votes of the shareholders attending the Meeting (year) and casting their votes as an auditor of the Company since 2015, but he has never signed on the Company’s financial statement. Being Auditor for Subsidiary • Never Auditing Fee • None Other Fees • None

Preliminary Information of Auditors SC Asset Corporation Public Company Limited

o Ms. Sakuna Yamsakul Age : 48 years CPA No. 4906

Auditor Office • PricewaterhouseCoopers ABAS Ltd. Working Experiences • 1992 – Present as the auditor of PricewaterhouseCoopers ABAS Ltd. Highest Education • Bachelor Degree of Accountancy (Second-Honors Degree), Thammasat University Relationship and/or Conflict of • None Interest with the Company / Subsidiaries / Executive / Major Shareholders or those related person Auditing Period for Company • was approved by the majority votes of the shareholders attending the Meeting (year) and casting their votes as an auditor of the Company since 2019, but he has never signed on the Company’s financial statement Being Auditor for Subsidiary • Never Auditing Fee • None Other Fees • None

Attachment 5

Preliminary Information of Auditors Initial Information of Directors Retiring by Rotation No. 1

Name : Mr. Kunodom Tharmmaphornphilas Type : Independent Director (Non – Executive Director)

Title : Director /Chairman of the Audit Committee/ Member of the Nomination and Remuneration Committee Age : 75 years Current Address : No. 179/5 Bang Khun Non 31 Alley, Bang Khun Non Road, Bangkhunnon Sub-District, Bangkok Noi District, Bangkok Highest Education : Master’s Degree in Structural Engineering, Asian Institute of Technology (AIT) Expertise : Management and Engineering Training from Thai Institute of Directors (IOD) : Improving the Quality of Financial Reporting Class 4/2006 : Audit Committee Program (ACP) Class 13/2006 : Director Accreditation Program (DAP) Class 53/2006 : Director Certification Program (DCP) Class 87/2007 : Accounting Standard for Director : Seminar for Corporate Governance Report of Thai Listed Companies Working Experiences March 20, 2006 - Present : Director / Member of the Nomination and Remuneration Committee, SC Asset Corporation Public Company Limited March 1, 2007 - Present : Chairman of the Audit Committee SC Asset Corporation Public Company Limited 2003 - 2005 : Deputy Director-General (Executive 9) Department of Public Works and Town and Country Planning Nomination Procedure : Considered by the Nomination and Remuneration Committee and the Board of Directors Appointment Date as Director : March 20, 2006 Term as Independent Director : 5 consecutive terms (From March 20, 2006 – July 29, 2020) Tenure as Independent Director : 14 years 4 months Total of Independent Directorship Period : 17 years 1 month (until April 2023) including this Year’s Proposed Term Number of Attendance / Number of Meeting Board of Director Meeting : 7/7 (100%) Audit Committee : 9/9 (100%) The Nomination and Remuneration : 2/2 (100%) Committee’s Meetings Shareholding 62

Number of Share(s) : -None (both directly and indirectly held)- Percentage per total voting rights : -0%- Illegal Record in Past 10 years : -None- Close Relative of any Management : -None- Member/ Majority Shareholder of the Company/ Subsidiary of the Company Any Interest Agenda of the 2020 : Having and Interest in Agenda 7.1 the election of directors replacing those General Meeting of Shareholder retired by rotation and Agenda 7.3 To fix the remuneration of the Board of Directors Holding a position of director / executive in other companies Other Listed Companies in the Stock : -None- Exchange of Thailand Other Non-List Companies : -None- Position in other companies that : -None- related to the Company that may cause conflict of interest to/ compete with the Company Having the following interest with the Company / parent company / subsidiaries / affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being an executive that take part in managing day-to-day operation, or being an employee, or : -No- advisor who receive a regular salary or fee, or a controlling person 2. Being a professional service provider (i.e. Auditor or Legal Consultant) : -No- 3. Having the significant business relations that may affect the ability to perform independently : -None- (such as purchase/sell of raw material/product/ loan providing/ or borrowing)

Contribution to the Company (the Performance in the Previous Year) 1. Reviews the Company’s financial statement to ensure it is accurate, reliable and have sufficient disclosure with the generally accepted accounting principles. 2. Reviews the efficiency and appropriateness of the Company’s internal controls and internal audit system. 3. Reviews the Company’s practice to ensure compliance with rules and regulations of the Stock Exchange of Thailand or other relevant laws concerning the Company’s business. 4. Considers and nominates suitable candidates for the director posts and submit their names to the Company’s Board of Directors for approval and/or for further submission to the shareholders’ meeting for approval, on a case by case basis. 5. Annually determine an appropriate and relevant remuneration scale, both monetary and non-monetary, to attract and retain members of the Board of Directors and members of sub-committees and top executives.

Initial Information of Directors Retiring by Rotation No. 2

Name : Mr. Prasert Samanawong Type : Independent Director (Non – Executive Director) Title : Director / Chairman of the Nomination and Remuneration Committee / Member of the Audit Committee/ Member of the Risk Management Committee Age : 68 years

Current Address : No. 50 Mu Ban Seri On Nut, 1 Alley, On Nut Road,

Prawet Sub-District, Prawet District, Bangkok Highest Education : Master’s Degree, Faculty of Commerce and Accountancy, Thammasat University Expertise : Management and Accounting Training from Thai Institute of Directors (IOD) : Audit Committee Program (ACP) Class 21/2008 : Director Accreditation Program (DAP) Class 61/2007 : Director Certification Program (DCP) Class 85/2007 : Accounting Standard for Director : Risk Management Program for Corporate Leaders (RCL), Class 2/2015 Working Experiences January 31, 2007 - Present : Director / Member of the Audit Committee, SC Asset Corporation Public Company Limited May 13, 2015 - Present : Chairman of Nomination and Remuneration Committee, SC Asset Corporation Public Company Limited December 16, 2014 - Present : Member of the Risk Management Committee, SC Asset Corporation Public Company Limited 1991 - 2000 : Executive Vice President, Premier Products Co., Ltd. Nomination Procedure : Considered by the Nomination and Remuneration Committee and the Board of Directors Appointment Date as Director : January 31, 2007 Term as Independent Director : 5 consecutive terms (From January 31, 2007 – July 29, 2020) Tenure as Independent Director : 13 years 6 months Total of Independent Directorship Period : 16 years 3 months (until April 2023) including this Year’s Proposed Term Number of Attendance / Number of Meeting Board of Director Meeting : 7/7 (100%) The Audit Committee : 9/9 (100%) The Nomination and Remuneration : 2/2 (100%) Committee

Risk Management Committee : 4/4 (100%) Shareholding Number of Share(s) : -None (both directly and indirectly held)- Percentage per total voting rights : -0%- Illegal Record in Past 10 years : -None- Close Relative of any Management : -None- Member/ Majority Shareholder of the Company/ Subsidiary of the Company Any Interest Agenda of the 2020 : Having and Interest in Agenda 7.1 the election of directors replacing those retired General Meeting of Shareholder by rotation and Agenda 7.3 To fix the remuneration of the Board of Directors Holding a position of director / executive in other companies Other Listed Companies in the Stock : -None- Exchange of Thailand Other Non-List Companies : -None- Position in other companies that : -None- related to the Company that may cause conflict of interest to/ compete with the Company Having the following interest with the Company / parent company / subsidiaries / affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being an executive that take part in managing day-to-day operation, or being an employee, or : -No- advisor who receive a regular salary or fee, or a controlling person 2. Being a professional service provider (i.e. Auditor or Legal Consultant) : -No- 3. Having the significant business relations that may affect the ability to perform independently : -None- (such as purchase/sell of raw material/product/ loan providing/ or borrowing) Contribution to the Company (the Performance in the Previous Year) 1. Reviews the Company’s financial statement to ensure it is accurate, reliable and have sufficient disclosure with the generally accepted accounting principles. 2. Reviews the efficiency and appropriateness of the Company’s internal controls and internal audit system. 3. Reviews the Company’s practice to ensure compliance with rules and regulations of the Stock Exchange of Thailand or other relevant laws concerning the Company’s business. 4. Considers and nominates suitable candidates for the director posts and submit their names to the Company’s Board of Directors for approval and/or for further submission to the shareholders’ meeting for approval, on a case by case basis 5. Annually determine an appropriate and relevant remuneration scale, both monetary and non-monetary, to attract and retain the members of the Board of Directors and members of sub-committees and top executives. 6. Monitor, oversee, and encourage all units to comply with the risk management framework and measures, as well as observe the prescribed action plans to assure that risks are kept at an acceptable level. 65

Initial Information of Directors Retiring by Rotation No. 3

Name : Mr. Attapol Sariddipuntawat Type : Executive Director Title : Director / Member of the Executive Committee / Member of the Risk Management Committee / Chief Corporate Officer (Authorized Director)

Age : 55 years

Current Address : No. 117/75 Moo 4, Bangrakphatthana,

Bangbuathong, Nonthaburi 11110 Highest Education : Degree of National Defence Collage class 24 : Master Degree in Business Administration, Kasetsart University Expertise : Management, Accounting and Finance Training from Thai Institute of Directors (IOD) : Director Accreditation Program (DAP) Class 142/2017 Working Experiences May 13, 2017 - present : Member of the Executive Committee SC Asset Corporation Public Company Limited April 21, 2017 - present : Director SC Asset Corporation Public Company Limited April 1, 2017 - present : Chief Corporate Officer SC Asset Corporation Public Company Limited March 9, 2004 - present : Member of the Risk Management Committee SC Asset Corporation Public Company Limited January 31, 2020 - present : Director SC Asset Three Company Limited November 14, 2019 - present : Director SC Expedition Company Limited February 25, 2019 - present : Director Bridge Group (Thailand) Company Limited May 25, 2018 - present : Director Scope Tower Company Limited May 16, 2018 - present : Director SC NNR 1 Company Limited July 24, 2017 - present : Director Scope Company Limited May 31, 2017 - present : Director SC Able Company Limited May 31, 2017 - present : Director Up Country Land Company Limited May 31, 2017 - present : Director V.Land Property Company Limited January 9, 2009 - 2017 : Chief Financial Officer SC Asset Corporation Public Company Limited 2003 - 2009 : Executive Vice President - Corporate Support SC Asset Corporation Public Company Limited 2002 - 2003 : Executive Vice President - Corporate Support SC Asset Company Limited 2000 - 2002 : Vice President - Corporate Support N.C.C. Management and Development Company Limited Nomination Procedure : Considered by the Nomination and Remuneration Committee and the Board of Directors Appointment Date as Director : April 21, 2017 66

Term as Director : 1 term (From April 21, 2017– July 29, 2020) Tenure as Director : 3 years 3 months Total of Directorship Period including : 6 years (Until April 2023) this Year’s Proposed Term Number of Attendance / Number of Meeting Board of Director Meeting : 6/7 (85.71%) Executive Committee Meeting : 12/12 (100%) Risk Management Committee : 4/4 (100%) Shareholding Number of Share(s) : -8,589,843 Shares- (includes holding by spouse and minor children) Percentage per total voting rights : 0.205% Illegal Record in Past 10 years : -None- Close Relative of any Management : -None- Member/ Majority Shareholder of the Company/ Subsidiary of the Company Any Interest Agenda of the 2020 : Having and Interest in 7.1: the election of directors replacing those retired by General Meeting of Shareholder rotation, Agenda 7.2: the determination of the Company’s authorized directors Agenda 9: to approve the issuance and offering the warrants to purchase the Company’s ordinary shares (“Warrant”) to directors and employees of the Company and Company’s subsidiary, in the amount not exceeding 42,000,000 units (ESOP Grant IV) and Agenda 10: to approve the allotment of not newly issued ordinary shares in the amount not exceeding 42,000,000 shares of at the par value of Bath 1 (One) each, to be reserved for the exercise of the warrants (ESOP Grant IV) Holding a position of director / executive in other companies Other Listed Companies in the Stock : 2012 - present Director Praram 9 Hospital Public Company Limited Exchange of Thailand Other Non-List Companies : -None- Position in other companies that : -None- related to the Company that may cause conflict of interest to/ compete with the Company Having the following interest with the Company / parent company / subsidiaries / affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being an executive that take part in managing day-to-day operation, or being an employee, or : -Yes- advisor who receive a regular salary or fee, or a controlling person 2. Being a professional service provider (i.e. Auditor or Legal Consultant) : -No- 67

3. Having the significant business relations that may affect the ability to perform independently : -None- (such as purchase/sell of raw material/product/ loan providing/ or borrowing) Contribution to the Company (the Performance in the Previous Year) 1. To formulate the policies, business direction, strategies and the construction business management of the Company by reviewing the current, and future economic trends and competitive situation as previously outlined to shareholders and submit to the Board of Directors for their approval. 2. To set business plan, annual budget, and management guideline and submit to the Board of Directors for their approval. 3. To monitor and follow up the performance of the Company as set forth in the approved business plans and consider all major project investments. 4. Monitor, oversee, and encourage all units to comply with the risk management framework and measures, as well as observe the prescribed action plans to assure that risks are kept at an acceptable level

Attachment 6

Definition of Independent Director

An independent director plays a key role in good corporate governance; that is, an independent is able to express their opinions and report any suggestion independently as assigned, such as being the Chairman of the Board of Directors, member of the Audit Committee, member of the Nomination and Remuneration Committee, the Chairman of Corporate Governance and Social & Environmental Responsibility Committee and the Chairman of Risk Management Committee without any concern over possible remuneration benefits or perceivable rewarded titles and not acting under of any control or influence by any individual or group that might force them not to express their independent opinions.

Any person who shall be an independent director must have qualifications and shall be independent as prescribed by the Capital Market Supervisory Board as follows;

1. Holding shares not exceeding 0.5 percent of the total number of shares with voting rights of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, including shares held by related persons of such independent director;

2. Neither being nor having been an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent company, subsidiary company, associate company, same- level subsidiary company, major shareholder or controlling person;

3. Not be a person related by blood or legal registration as in the manner of father, mother, spouse, sibling, and child, including spouse of child, executive, major shareholder, controlling person, or person to be nominated as executive or controlling person of the Company or its subsidiary company;

4. Neither having nor having had a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, in the manner which may interfere with his independent judgment, and neither being nor having been a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person;

5. Neither being nor having been an auditor of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person;

6. Neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual fee exceeding two million baht per year from the Company, its parent company,

subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person or partner of the professional advisor;

7. Not being a director appointed as representative of directors of the Company, major shareholder or shareholder who is related to the Company’s major shareholder;

8. Not undertaking any business in the same nature and in competition to the business of the Company or its subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives a regular salary or holding shares exceeding one per cent of the voting shares of any company whose business is of the same nature as the business of the Company or its subsidiary company;

9. Not having any other characteristics which cause the inability to express independent opinions with regard to the Company’s business operation.

The definition of independent director of the Company is more strict than that Notification of Capital Market Supervisory Board particularly in term of shareholding proportion; that is to say, an independent director shall not possess shares in excess of 0.5 percent of the total number of voting shares of the company or the company’s parent company, subsidiary, associated company, major shareholder, or any person having controlling power over the company, whilst the number of shares held by any related person of such an in independent director must also be counted. Whereas the Notification of the Capital Market Supervisory Board stipulates that an independent director shall hold shares not exceeding one per cent of the total number of shares with voting rights of the company, its parent company, subsidiary company, associate company, major shareholder or controlling person, including shares held by related persons of such independent director.

Attachment 7

24th June 2020

Dear Shareholders SC Asset Corporation Public Company Limited

Subject Information regarding the Acquisition of Assets and Connected Transactions of SC Asset Corporation Public Company Limited

According to the Board of Directors’ Meeting of SC Asset Corporation Public Company Limited (“the Company”) No. 4/2563 held on May 12, 2020 resolved the entering into the acquisition of assets and connected transaction between SC Expedition Company Limited (“SCX” / “Subsidiary”), the subsidiary in which the Company holds 99.99 percent of shares, and Rende Development Company Limited (“RENDE”) which is a juristic person having the same major shareholders with the Company regarding lease of land with registered Title Deed No. 184370, Parcel No 654, Dealing File No. 90696, with area of 3 Rai, 3 Ngan (1,500 Square Wah). The period of lease registration is 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) owned by RENDE for building hotel on the land and hereby agrees to transfer the ownership of the building to RENDE upon the termination of the lease term. The Subsidiary however is provided the first right to lease the land and the constructed hotel thereon at the expiry date of the Lease Agreement. This investment aims to expand the scope of the Company’s investment. The lease is deemed as an acquisition of assets according to the Notification of the Capital Market Supervisory Board, No. TorChor. 20/2551 Re: Rules of Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) and its amendments (hereafter collectively referred to as the “Notification on Acquisition or Disposition of Assets”). Under these regulations, a highest transaction size, which was calculated by total value of consideration criteria, is 3.24 percent of the Company’s total consolidated assets as of December 31, 2019 (transaction size is 3.11 percent of the Company’s total consolidated assets as of March 31, 2020). By including all asset acquisition sizes occurred during the past 6 months of 0.0022 percent of the Company’s total consolidated assets, the total transaction size is increased to 3.25 percent of the Company’s total consolidated assets as of December 31, 2019 (transaction size is 3.11 percent of the Company’s total consolidated assets as of March 31, 2020). In addition, this transaction is also considered as a connected transaction under the Notification of the Capital Market Supervisory Board, No. TorChor. 21/2551 Re: Rules on Connected Transactions and the Notification of the Board of Governors of the SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) and its amendments (hereafter collectively referred to as the “Notification on Connected Transactions”). This together with the fact that the Company and RENDE have the same major shareholders. Based on the consolidated financial statements of the Company ended December 31, 2019, the transaction size calculated under this regulation equals to 8.36 percent of the Company’s Net Tangible Assets (transaction size is 8.20 percent of the Company’s Net Tangible Assets as of March 31, 2020). By including all connected transaction sizes occurred during the past 6 months of 0.42 percent of the Company’s Net Tangible 71

Assets, the total transaction size is increased to 8.78 percent of the Company’s Net Tangible Assets as of December 31, 2019 (transaction size is 8.62 percent of the Company’s Net Tangible Assets as of March 31, 2020). In this regard, this transaction is considered as a connected transaction which is more than 3 percent of the Company’s Net Tangible Assets as of December 31, 2019 (as of March 31, 2020) As a result, the Company is required to obtain at least three-fourths of the shareholders’ votes excluding votes of conflict of interest shareholders, to approve prior to entering into the transaction and to undertake other acts as specified in the Notifications regarding Connected Transaction. Though the Company is not obliged to obtain approval from the shareholders meeting prior to the entering into the transaction pursuant to the Notifications on Acquisition or Disposal. However, due to the fact that the Company is obligated to obtain approval from the shareholders meeting prior to the entering into the transaction pursuant to the Notifications on Connected Transactions, the Company would like to propose that the shareholders meeting consider and approve the entering into the asset acquisition at the same time as the entering into the connected transaction. The details of which are as follows:

1 Date of Transaction Within August 2020, after the approving of Annual General Meeting of Shareholders

2 Related Parties Lessee : SC Expedition Company Limited (SCX) Lessor : Rende Development Company Limited (RENDE)

3 Connected Nature and Scope of Connected Person - Expedition Company Limited is the Company’s subsidiary in which the Company holds 99.99% of shares - Shinawatra family is the Company major shareholders with shareholding of 60.39% of paid up capital and controlling persons. - Shinawatra family is the major shareholders of RENDE with shareholding of 100% of paid up capital. - Mr. Nuttaphong Kunakornwong, Chief Executive Officer and Vice-Chairman of Director of the Company (SC) is a husband of Ms. Pintongta Shinawatra Kunakornwong, who is a major shareholder of the Company (SC) holding 1,176,915,495 shares or equivalent to 28.158% of its paid – up capital. Moreover, Ms. Pintongta Shinawatra Kunakornwong is a major shareholder of RENDE holding 138,000,000 shares or equivalent to 30% of its paid – up capital. 4. Details of Connected Persons

SC RENDE Connected Persons Shareholding % Shareholding % Ms. Paetongtarn Shinawatra 1,216,149,870 29.097% 138,000,000 30% Ms. Pintongta Shinawatra Kunakornwong 1,176,915,495 28.158% 138,000,000 30% Khunying Potjaman Damapong 117,109,887 2.802% 46,000,000 10% Mr. Panthongtae Shinawatra 14,000,000 0.335% 138,000,000 30%

5. Details of the Transaction The Subsidiary (SCX) wish to lease one plot of land owned by Rende Development Company Limited (RENDE), the Company’s connected company, that is Land title deed no. 184370, parcel no. 654, dealing file no. 90696, with area of 3 Rai, 3 Ngan (1,500 Square Wah), with the total value of transaction Baht 1,462,428,000 (NPV: 1,353,683,092 Baht), for a period of 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years). The Company is intended to build hotel on the land and hereby agrees to transfer the ownership of the building to RENDE upon the termination of the lease term. The Subsidiary however is provided the first right to lease the land and the constructed hotel thereon at the expiry date of the Lease Agreement. Details of transaction value are as follows:

Normal Value Net Present Value : NPV Rental Value 224,808,000 Baht 116,063,092 Baht Hotel Building Value and Related Expenses 1,237,620,000 Baht 1,237,620,000 Baht Total 1,462,428,000 Baht 1,353,683,092 Baht

Lease payment will be divided into 2 portions as follows: - Upfront Fee of 45 million Baht will be paid on agreement signing date - Rental Fee of Baht 3,760,000 per year, with the first payment will be paid after completion of construction and beginning of commercial operation for 30 year period which the rate will be increased 10 percent every 3 years, 6. Details of the assets to be acquired SCX will acquire an asset, that is, the leasehold rights in land from Rende Development Company Limited, the Owner. The details of the leasehold rights in land are as follows

Leasehold Term : 30 Years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) Leased Property 1. Location : Nongprue Sub-District, Banglamung District, Chonburi Province 2. Land area : 3 Rai, 3 Ngan (1,500 Square Wah) 3. Condition of use : To use as the commercial properties 4.Encumbrance over leasehold rights : None Development plan of the Company : The Company plans to lease for the purpose of hotel development in order to expand customer base, as well as generate recurring income and diversity its investment risk of the Company

7. RentalValue Estimated by 3 Independent Real Estate Appraisers licensed by The Securities and Exchange Commission, Thailand Unit : Baht Estimated Normal Rental Net Present Independent Appraisers Land Price Value Rental Value Chartered Valuation and Consultant Company 330,000,000 229,708,473 117,823,123 Limited (220,000/Square Wah) Agency for Real Estate Affairs Company 345,000,000 222,791,191 107,570,777 Limited (230,000/ Square Wah) Ktac Appraisal and Service Company Limited 375,000,000 291,870,000 123,200,000 (250,000/ Square Wah)

The average rental price of 3 appraisers is Baht 248,123,221 (NPV: 116,197,967 Baht) 8. Payment • Payment Method : Cash derived from the Company’s working capital • Source of Fund : The Company’s capital to pay for the Upfront Fee and use cash from operation to pay for Annual Rental Fee. For the construction and related expense, SCX expects to finance by loan from financial institutions and the Company’s capital in ratio of 70 percent and 30 percent respectively 9. Value Used for the Calculation of the Transaction Size • Asset Acquisition Transaction: Total Consideration Received Value • Connected Transaction : Total Asset Value 10 Transaction value • Calculation of transaction value by applying the Asset Acquisition Basis The Company will calculate the transaction value by applying the Asset Acquisition Basis based on the audited consolidated financial statement of the Company as of December 31, 2019, the details of which are as follows:

Calculation Criteria Calculation Formula Transaction Size 1 Value of Net Tangible Assets (NTA) Basis Not applicable - 2 Net Operating Profit Basis Not applicable - 3 Value of Securities Issued for Assets Payment No securities will be issued - 4 Total Value of Consideration received Basis 1,462,428,000 X 100 3.24% 45,082,714,986 Highest Transaction Size 3.24%

Therefore, the highest transaction size, which was calculated by total value of consideration criteria is 3.24 percent of the Company total consolidated assets as of December 31, 2019. By including all asset acquisition sizes occurred during the past 6 months of 0.0022, the total transaction size is 3.25 percent of the Company total consolidated assets as of December 31, 2019. • Calculation of transaction value by applying the Connected Transaction Basis As of December 31, 2019, the Company’s net tangible asset can be illustrated as follows:

Calculation of Net Tangible Assets (NTA) 1. Total Assets 45,082,714,986 Baht Deduct 2. Total Liabilities 27,526,147,284 Baht 3. Intangible Assets 67,001,477 Baht 4. Non-Controlling Interests (8,792,122) บาท NTA 17,498,358,347 บาท

Calculation Criteria Calculation Formula Transaction Size Total Value of Consideration 1,462,428,000 / 17,498,358,347 8.36

By including all connected transaction sized occurred during the past 6 months of 0.42 (which the Company disclosed to the Stock Exchange of Thailand on April 15, 2020), the total transaction size in increase to 8.78 percent of the Company’s Net Tangible Asset. The aforementioned transaction size is more than 3 percent of the Company’s Net Tangible Asset. As a result, the Company is obliged: - to disclose the transaction on the entering into the Company’s Projects to the Stock Exchange of Thailand; - to appoint an independent financial advisor (IFA) to provide an opinion on the entering into the transaction to the shareholders of the Company regarding the rationality of such transaction as well as the fairness of pricing and terms., whereby the Company has appointed Ploenchit Capital Co., Ltd. to be the independent financial advisor (IFA); and - to convene a shareholders meeting to obtain approval on the entering into the Company’s transaction, whereby the resolution shall be passed by votes of no less than three-quarters of the total votes casted by the shareholders attending the Meeting and being entitled to vote, without counting the votes casted by the shareholders having an interest with the entering into the transactions of the Company.

11. List of Top 10 Shareholders and their Shareholding as at March 31, 2020

No. List of Shareholders Number of Shares Percent 1. Shinawatra’s Family 2,524,175,252 60.39 1.1 Ms. Paetongtarn Shinawatra (1,216,149,870 shares) 1.2 Ms. Pintongta Shinawatra Kunakornwong (1,176,915,495 shares) 1.3 Khunying Potjaman Damapong (117,109,887 shares) 1.4 Mr. Panthongtae Shinawatra (14,000,000 shares) 2. Mr.Bhanapot Damapong 201,234,375 4.81 3. Bualuang Long-Term Mutual Funds 116,104,512 2.78 4. Mr.Sophon Mitrpunpanich 56,395,016 1.35 5. Mr.Chanintr Chalisarapong 42,450,000 1.02 6. Bualuang Siriphol Corporate Governance 41,318,425 0.99 7. Bualuang Long-Term Equity Fund 75/25 39,524,675 0.95 8. Mrs. Somsong Lapananrat 39,085,800 0.94 9. Thai NVDR Company Limited 38,539,755 0.92 10. Bualuang Infrastructure Retirement Mutual Fund 37,516,200 0.90 Total 3,136,344,010 75.04

12. Board of Directors and Management Team Board of Directors As of March 31, 2020, the Board of Directors consist of 9 directors as follows:

No. Directors Position 1. Mr. Rath Kitivejosoth Chairman of the Board of Director (Independent Director) 2. Mr. Nuttaphong Kunakornwong Vice-Chairman of Director / Member of the Executive Committee/ Member of the Corporate Governance and Sustainable Development Committee / Member of the Risk Management Committee / Chief Executive Officer (Authorized Director) 3. Mr. Nathpath Ouajai Director / Member of the Executive Committee Authorized Director) 4. Mr. Kunodom Tharmmaphornphilas Director / Chairman of the Audit Committee / Member of the Nomination and Remuneration Committee (Independent Director) 5. Mr. Prasert Samanawong Director / Chairman of the Nomination and Remuneration Committee / Member of the Audit Committee / Member of the Risk Management Committee (Independent Director)

No. Directors Position 6. Mr. Precha Sekhararidhi Director / Chairman of the Corporate Governance and Sustainable Development Committee / Chairman of the Risk Management Committee (Independent Director) 7. Mr. Songsak Premsuk Director / Member of the Executive Committee / Member of the Corporate Governance and Sustainable Development Committee / Member of the Nomination and Remuneration Committee (Independent Director) 8. Ms. Vilasinee Puddhikarant Director / Member of the Executive Committee (Independent Director) 9. Mr. Attapol Sariddipuntawat Director / Member of the Executive Committee / Member of the Risk Management Committee / Chief Corporate Officer (Authorized Director) Authorized Directors

“Mr. Nuttaphong Kunakornwong, Mr. Nathpath Ouajai, Mr. Attapol Sariddipuntawat, any two of these three directors co-sign their name and affix the Company seal. Management Team As of March 31, 2020, the management team consists of a highest executive and first four executive positions pursuant to definition prescribed by Notification of the Capital Market Supervisory Board in total of 12 persons as follows:

No. Executives Position 1. Mr. Nuttaphong Kunakornwong Vice-Chairman of Director / Member of the Executive Committee/ Member of the Corporate Governance and Sustainable Development Committee / Member of the Risk Management Committee / Chief Executive Officer (Authorized Director) 2. Mr. Attapol Sariddipuntawat Director / Member of the Executive Committee / Member of the Risk Management Committee / Chief Corporate Officer (Authorized Director) 3. Ms. Pradthana Patsaman Chief Financial Officer 4. Mr. Somboon Kuptimanus Chief Legal Officer / Company Secretary 5. Ms. Namtip Promchua Deputy Chief Accounting Officer 6. Ms. Pannee Tharaphat Deputy Chief Internal Audit Officer 7. Ms. Sirikul Kriangkrai Deputy Chief People Officer 8. Mr. Somchai Laohaburanakit Deputy Chief Operating Officer - Property Management 9. Mr. Manit Banchongthanakit Deputy Chief Business Development Officer

No. Executives Position 10. Mr. Paphandech Pacharachanant Deputy Chief Business Support Officer 11. Mr. Mongkut Techolarn Deputy Chief Operating Officer - Property Development - Low Rise 12. Mr. Prayongyut Itthiratchai Deputy Chief Operating Officer - Property Development - High Rise

13. List of Shareholders who have no right to vote in agenda 8: asset acquisition and connected transaction in the Annual General Meeting of Shareholders for the year 2020

Shareholders Number of Shares Ms. Paetongtarn Shinawatra 1,216,149,870 (29.097%) Ms. Pintongta Shinawatra Kunakornwong 1,176,915,495 (28.158%) Khunying Potjaman Damapong 117,109,887 (2.802%) Mr. Panthongtae Shinawatra 14,000,000 (0.335%) Mr. Nuttaphong Kunakornwong 1,750,000 (0.0419%)

14. Rationale and Reasonableness of the Transaction In order to expand the scope of the Company’s investment and increase more recurring income as well as receiving consistent investment return in long term. The Rationale and Reasonableness include the management of risks and earning diversification and mitigates risk from housing demand slowing during the economic downturn. 15. Directors who abstained from vote in the Board of Directors’ Meeting Mr. Nuttaphong Kunakornwong, who is chief executive officer and vice-chairman of director of the Company, was considered as interested and/or connected directors; therefore, in order to ensure the transparency of voting procedures and to facilitate the independent judgment of other directors, Mr. Nuttaphong abstained from voting in this matter and temporarily left the Meeting during the consideration and voting session. 16. Opinion of the Independent Financial Advisor Entering into the 30 years land lease agreement of SCX (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) with RENDE which is its connected person for the purpose of developing the hotel, with the total investment value in the amount of Baht 1,462,428,000. Ploenchit Capital Company Limited (Independent Financial Advisor) is of an opinion that; (1 ) To Calculate present value of leasehold payment scheme, the Independent Financial Advisor employed a range of Discount Rate which are 1) the Project’s Weighted Average Cost of Capital (WACC) of 7.53 percent per year, and 2) the Project’s Internal Rate of Return (IRR) of 10.29 percent per year, thus present value of leasehold payments is as follows

Rental Fee According to the Present Value of Leasehold Payment (Baht) Agreement (Baht) Discount Rate= 7.53% Per Annum Discount Rate= 10.29% Per Annum 224,808,000 90,027,439 74,050,444 78

Therefore, rental fee for leasehold period of 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) according to the Agreement has its present value of leasehold scheme ranges between Baht 74.05 – 90.03 million.

From the information above, average fair value of leasehold payment of the transaction appraised by Independent Appraisers from Market Comparison Approach equal to Baht 116.20 million. Thus, Independent Financial Advisor is of the opinion that present value of the leasehold payment of ranged between Baht 74.05 – 90.03 million is less than fair value appraised by the Independent Appraisers by Baht 26.17 – 42.15 million or 22.52 – 36.27 percent. Therefore, the leasehold payment that SCX will pay to RENDE is appropriate. (2) In connection of the lease agreement made by and between SCX and RENDE, key terms and provisions specified in such agreement are carried out in normal business practice. They do not yield unfair benefits to any party. In addition, condition to pay the first annual leasehold payment 3 years after the agreement’s signing date helps to reduce costs occurred during the construction period. (3) Entering into this transaction will be able to generate recurring income to the Company apart from revenue from sales and rental of office buildings. It also diversifies its business risk of the Company. Considering the feasibility study, it can be concluded that this Project is able to generate marketable return, create value to the Company with payback period of 12 years 8 months. (4) Hotel business has good prospects resulted from Pattaya is an important economic city of Thailand, being one of the major tourist destinations. Infrastructure project development by the government and private sectors especially infrastructure investment occurred to support the Eastern Economic Corridor will cause the number of future tourists in Pattaya to be higher than the present. In addition, the land plot is a potential and suitable area for hotel development as its location on Pattaya Sai 2 road, near the beach which is considered as tourist center. There are shopping malls, restaurants, shops as well as various facilities. This investment is consistent with the Company’s direction and policy. It is also good opportunity for the Company to enhance its revenue and return in the long run, and the land has potential for hotel development due to good location. In conclusion, the Independent Financial Advisor has opinion that shareholders should approve SCX as the Company’s subsidiary to enter into the land leasehold agreement for the term of 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) located at Pattaya, Chonburi, the area of 3 Rai 3 Ngan (1,500 Square Wah) with RENDE, the Company’s connected transaction, which are classified as acquisition of assets and connected transactions of the Company. In this regard, Independent Financial Advisor will be invited to attend the Annual General Meeting of Shareholders for the year 2020 to answer any query regarding the acquisition of assets and connected transactions in agenda 8.

17. Opinion of the Board of Directors The Board of Directors has considered and opined that: (1) The rental fee in the amount of Baht 224,808,000 is lower than the average rental fee of 3 independent certified appraisers which is Baht 248,123,221 (NPV: 116,197,967 Baht). (2) Entering into this transaction is deemed to offer an opportunity to the Company for expanding the investment. It is also reasonable, sensible and utmost beneficial to the Company compared with the entering into transaction with outsider. In addition, this transaction conforms to the Company’s business plan and allow the Company to increase its recurring income. Regarding to the effect on the Company, The Company forecasts the entering into such transaction has no effect on the Company and it allows the Company tends to receive consistent investment return in long term. (3) Regarding the Independent Financial Advisor’s opinion, the benefits of this transaction are higher and better than weighted average cost of capital and return from investing in property funds or investing in Hospitality REIT. According to the feasibility study on this project, it shows that internal rate of return would be 10.29 per annum approximately. The Company’s base case assumptions on this transaction are as follows: Cash inflow of the Project consists of Cash inflow of the hotel project consists of 1) accommodation income 2) food and beverage income and 3) incomes from other services o Accommodation Income of 400 rooms with initial Average Daily Room Rate of 3,000 Baht/room/night based on the Company’s information which was the room rate was increased at 3 percent per year throughout the commercial operation period o Food and Beverage Income was equivalent to 25 percent of the Accommodation Income o Income from Other Service Charges were equivalent to 5 percent of the Accommodation Income o Occupancy Rates were as follow Year (Entire Period) 4 5 6-33 Year (Commercial Operation Period) 1 2 3-30 Occupancy Rate 50% 70% 80% o Terminal value and demolition value equal to zero because the hotel building will be transferred to RENDE Development Company Limited after the expiration date of the leasehold agreement. Major capital expenditures and initial investment costs consist of leasehold payment and construction o Approximately 30,000 square meters with the construction costs of 35,400 Baht per square meters. The project costs can be summarized as follow Unit : Million Baht Year 1 2 3 4-33 Grand Total Leasehold Payment 45.00 - - 179.81 224.81 Construction Costs (30,000 x 35,400) 69.03 467.28 525.69 - 1,062.00 Other expenses associated with construction 8.02 32.60 135.00 - 175.62 Total 122.05 499.88 660.69 179.81 1,462.43 Remark: Other expenses consist of design fee, consulting fee, insurance, contingency cost, leasehold registration fee, and financial costs during the construction period

Sources of Fund o Capital structure of the hotel project 70 percent of construction cost and other expenses related to construction cost will be financed by loans from financial institutions. The remaining construction cost and the Upfront Fee will be paid by SCX’s internal cash flow which causes the debt to equity ratio accounted for 60:40. The Board of Director therefore approved SCX, the Company’s subsidiary, to enter into asset acquisition transaction and connected transaction which is land leasehold agreement with RENDE Development Company Limited Title Deed No. 184370, Parcel No. 654, Dealing File No. 90696 located at Nongprue Sub-District, Banglamung District, Chonburi Province, with area of 3 Rai, 3 Ngan (1,500 Square Wah) and with rental value of Baht 224,808,000. The period of lease registration is 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years) and develop the hotel on such leased land. The hotel construction value is Baht 1,237,620,000 and the Company agrees The Company agrees to transfer the ownership of the building to the Lessor upon the termination of the lease term of 30 years (giving an entitle to use the land during the construction period for 3 year without rental fee payment, for a total period of 3+30 years). The Company however is provided the first right to lease the land and the constructed hotel thereon at the expiry date of the Lease Agreement. The total value of rental fee and hotel construction fee is Baht 1,462,428,000 (NPV: 1,353,683,092 Baht).

18. Opinion of the Audit Committee of the Company and/or the Company’s Directors which are different from the opinions of Board of Directors according to 17. - None –

19. Other Information which may materially affect shareholders’ decision making - None –

20. General Information and Nature Business of the Company

The Company’s General Information

Company Name : SC Asset Corporation Public Company Limited Registered Number : 0107546000253 Registered Address : 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok, 10900 Registration Date : August 8, 1989 Type of Business : Operating fully integrated property development which include 1) Property Development for Sale such as single-detached house, townhouse and condominium 2) Property Development for Rental Purpose 3) Consultancy and Management Service, Technical Engineering and support system

Registered Capital : Baht 4,379,332,012 divided into 4,379,332,012 ordinary shares, with the par value of Baht 1 each Paid-Up Capital : Baht 4,179,624,512 divided into 4,179,624,512 ordinary shares, with the par value of Baht 1 each

Subsidiaries’ General Information Details of subsidiaries which the Company directly and indirectly hold shares are as follows: (1) SC Able Company Limited was established on March 14, 1991. Its registered and paid-up share capital as of March 31, 2020 is Baht 100 million, divided into 10 million ordinary shares with the par value of Baht 10 each. It conducts the business of office development for rent and providing after sale service regarding maintenance work and repair of all types of buildings and residences. (2) Up Country Land Company Limited was established on May 1, 1990. Its registered and paid-up share capital as of March 31, 2020 is Baht 300 million, divided into 30 million ordinary shares with the par value of Baht 10 each. It conducts business of property development for sale and rent and providing services operation in technical building which is specifically designed and built to accommodate installations of telecommunication system or engineering equipment for cellular phone services. (3) V. Land Property Company Limited was established on March 21, 1992. Its registered capital as of March 31, 2020 is Baht 500 million, divided into 50 million ordinary shares with the par value of Baht 10 each, and its paid-up share capital is Bhat 353 million. It conducts business of property development, marketing and sale management, project management service including other services in relation to property development. (4) Scope Company Limited was established on July 24, 2017. Its registered and paid – up share capital as of March 31, 2020 is Baht 100 million, divided into 10 million ordinary shares, with the par value of Baht 10 each. It conducts the business of property development, providing services in relation to marketing management and sale as well as project management including other businesses related to property development. (5) SC ALPHA Inc. was established on April 5, 2018. Its registered share capital as of as of March 31, 2020 is USA Dollars 1 million divided into 100,000 ordinary shares, with par value of USA Dollars 10 each. It conducts the business of property development in United State of America. (6) Bridge Group (Thailand) Company Limited was established on February 25, 2019. Its registered and paid – up share capital as of as of March 31, 2020 is Baht 10 million, divided into 1 million ordinary shares, with the par value of Baht 10 each. It conducts the business of an agent or a broker in buying or selling immovable property. (7) SC Expedition Company Limited was established on November 14, 2019. Its registered and paid-up share capital as of as of March 31, 2020 is Baht 1 million, divided into 100,000 ordinary

shares, with the par value of Baht 10 each. It conducts the business of hotel and other businesses in relation to the property development. (8) SC NNR 1 Company Limited was established on May 16, 2018. Its registered and paid-up share capital as of March 31, 2020 is Baht 1,200 million, divided into 120 million ordinary shares, with the par value of Baht 10 each. It conducts business of property development. It is a joint venture joined between the Company and NISHI-NIPPON RAILROAD CO., LTD with the shareholding ratio of 54.99% and 45% respectively. (9) Scope Tower Company Limited was established on May 25, 2018. Its registered and paid-up share capital as of March 31, 2020 is Baht 10 million, divided into 100,000 ordinary shares with the par value of Baht 10 each. It conducts the business of property development. (10) SC Asset Three Company Limited was established on January 31, 2020. Its registered and paid-up share capital as of May 22, 2020 is Baht 50 million, divided into 5,000,000 ordinary shares with the par value of Baht 10 each. It conducts the business of property development.

Nature of Business The Company and its subsidiaries operate fully integrated property development business which include: (1) Property Development For Sales operated by SC Asset Corporation Public Company Limited, Up Country Land Company Limited, V. Land Property Company Limited, Scope Company Limited, SC NNR 1 Company Limited and SC Asset Three Company Limited. (2) Property Development For Rental and Services operated by SC Asset Corporation Public Company Limited, SC Able Company Limited, Up Country Land Company Limited, V. Land Property Company Limited, Scope Company Limited, SC ALPHA Inc., Bridge Group (Thailand) Company Limited and SC Expedition Company Limited. (3) Consultancy and Management Services operated by SC Asset Corporation Public Company Limited, SC Able Company Limited and V. Land Property Company Limited.

21. Information of SC Expedition Company Limited (1) General Information Company Name : SC Expedition Company Limited Registered Number : 0105562193131 Registered Address : 1010, Shinawatra 3 Tower, Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok, 10900 Registration Date : November 14, 2019 Type of Business : Operating hotel business and other businesses related to property development Registered Capital : Baht 1,000,000 divided into 100,000 ordinary shares, with the par value of Baht 10 each 83

Paid – Up Capital : Baht 1,000,000 divided into 100,000 ordinary shares, with the par value of Baht 10 each

(2) The Board of Directors As of March 31, 2020, the Board of Directors consist of:

No. Directors Position 1 Mr. Nuttaphong Kunakornwong Director 2 Mr. Attapol Sariddipuntawat Director 3 Mr. Manit Banchongthanakit Director

(3) Shareholders As of March 31, 2020, Shareholders of SC Expedition Company Limited consist of:

No. Shareholders Number of Shares Percent 1 SC Asset Corporation Public Company Limited 99,997 99.997 2 Mr. Nuttaphong Kunakornwong 1 0.001 3 Mr. Manit Banchongthanakit 1 0.001 4 Mr. Attapol Sariddipuntawat 1 0.001 Total 100,000 100.00

22. Connected Transaction in 2019 In 2019, the Company entered into 2 connected transaction, details are as follows; 1) Approval of financial assistance receiving from related companies In accordance with the Board of Directors’ Meeting No. 2/2019 held on February 20, 2019, the Meeting has resolved the approval of financial assistance receiving from related persons for issuance and sales debenture to P.T. Corporation Company Limited and/or SC Office Plaza Company Limited and/or SCK Estate Company Limited and/or B.B.D. Development Company Limited and/or OAI Management Company Limited in the total amount at any time of not more than Baht 1,400,000,000. The term of the debentures for each sale will not exceed 5 years as well as at the highest interest rate applied of not exceeding 5.5% per annum, shall be no more than Baht 385,000,000. The receipt of financial assistance is deemed to beneficial to the Company, and would support the operation of the Company. Additionally, these 5 transactions would not impair the shareholders’ right.

2) Approval of lease for land and construction located at Ratchawat area, Bangkok Metropolis from related persons In accordance with the Board of Directors’ Meeting No. 6/2062 held on November 11, 2019, the Meeting has resolved to approve SC Expedition Company Limited, subsidiary which the Company hold holds 99.99% shares 99.99% of it for

2.1 entering into land and construction lease agreement for the term of 30 years from Khunying Potjaman Damapong Khunying Potjaman Damapong (mother of the Company’s major shareholders and a controlling person of the Company), details of lands and constructions are as follows: - 14 pieces of land (Land title No. 2784 102832 102833 102836 102837 102838 5196 27870 101714 101715 101716 102841 101707 and 102842) with the total land area of 1 Rai 43.4 square wah - 2 constructions i.e. No. 526 Nakhon Chai Si Road, Nakhon Chai Si Road Sub-District, Dusit District, Bangkok Metropolis and another building with a total area of approximately 451.23 square meters and No. 1264, 1266, and 1268, Rama V Road, Nakhon Chai Si Road Sub-District, Dusit District, Bangkok Metropolis, with a total area of approximately 451.23 square meters. The total rental fee for the above-mentioned land and buildings are Baht 99,680,000. 2.2 entering into construction lease agreement No. 1376/1, Nakhon Chai Si Road, Khwang Nakhon Chai Si Road, Dusit District, Bangkok Metropolis which is situated on the land plot No. 101707 and 102842, with the area of approximately 5,280.05 square meters for the term of 30 years from P.T Corporation Company Limited (a related company of the Company since the Shinawatra family which holds 60.39% in the paid-up capital in the Company is also shareholders in P.T. Corporation Company Limited, thus, both companies have the same group of major shareholders) The rental fee for the building is Baht 24,930,000

The total value of these two items of the land and buildings according to 2.1 and 2.2 is Baht 124,610,000, with a Net Present Value of Baht 50,058,343 for construction the hotel thereon. Accordingly, such price is lower than the average land price at Baht 124,732,147 (NPV: 50,219,819 Baht) estimated by three independent certified appraisers licensed by SEC.

23. Financial Status and Operation Results Financial Statement of the Company and its subsidiaries and analysis of Management Discussion and Analysis of Operating Performance Audit Report Summary According to the Auditor’s report of PricewaterhouseCoopers ABAS Company Limited, during the past 3 years (2017 – 2019) and for the first quarter of Year 2020, ended March 31, 2020, the auditor has expressed an unconditioned opinion on those in report thereon and of the opinion that the consolidated and the separate financial statements, the consolidated and the separate financial position of the Company and its subsidiaries and also of the Company only, and of their consolidated and the separate financial performance and cash flows for the years then ended in accordance with Financial Report Standard. Financial Statements The Company has implemented accounting standard and financial reporting standards relating to financial instruments (TAS32, TFRS 7 and TFRS 9) with modified retrospective method. Furthermore, the Company has also implemented financial reporting standard relating to lease agreement (TFRS 16) with full retrospective method since January 1, 2020.

Financial Statements Summary

Unit: Thousand Baht December 31, December 31, December 31, March 31, Statement of Financial Position 2017 2018 2019 2020 Assets Current assets Cash and cash equivalents 1,062,512 1,141,622 880,137 1,792,303 Short-term investments 170,999 179,999 10,000 10,000 Trade and other receivables, net 129,573 115,452 179,968 237,651 Short-term loans to a related party - - 52,600 - Real estate development cost 28,236,295 32,188,633 33,906,385 35,641,267 Deposits for land 1,023,792 322,644 1,145,564 238,440 Advance for construction work and materials 359,340 244,132 217,745 191,844 Other current assets 12,441 45,083 48,721 35,690 Total current assets 30,994,952 34,237,565 36,441,120 38,147,195 Non-current assets Trade receivable due more than one year 27,189 25,545 4,540 4,764 Land awaiting for development 231,413 231,413 369,784 369,784 Interest in joint venture, net - 658,096 613,138 602,029 Other long-term investments 40,000 40,000 6,500 - Investment properties, net 5,234,247 5,371,063 5,538,692 5,546,501 Property, plant and equipment, net 1,025,258 1,075,024 1,134,364 1,124,303 Right-of-use assets, net - - - 1,120,702 Intangible assets, net 26,883 40,785 67,001 70,835 Leasehold rights, net 934,927 901,137 867,347 - Other non-current assets 22,041 39,535 40,229 48,577 Total non-current assets 7,541,958 8,382,598 8,641,595 8,887,495 Total assets 38,536,910 42,620,163 45,082,715 47,034,690

Unit: Thousand Baht December 31, December 31, December 31, March 31, Statement of Financial Position (cont’d) 2017 2018 2019 2020 Liabilities and equity Current liabilities Short-term borrowings from financial institutions 5,668,849 4,870,368 8,697,140 10,736,191 Trade and other payables 542,680 2,561,166 1,225,909 881,575 Accrued expenses 1,494,073 1,264,784 1,446,370 1,122,064 Advances received from customers 1,014,678 873,975 648,337 599,156 Current portion of long-term borrowings • Long-term borrowings from financial institutions 438,590 1,736,678 1,348,305 1,365,717 • Debentures 2,525,000 2,800,000 2,900,000 3,600,000 • Financial lease liabilities 2,282 2,768 2,435 8,523 Current portion of deferred leasehold revenue 5,123 2,328 797 618 Income tax payable 155,026 172,469 256,760 307,798 Other current liabilities 258,337 317,603 301,456 280,112 Total current liabilities 12,104,638 14,602,139 16,827,509 18,901,754 Non-current liabilities Long-term borrowings from financial institutions 4,100,000 4,338,750 3,651,450 3,642,700 Debentures 6,200,000 6,100,000 5,595,000 4,845,000 Financial lease liabilities 5,295 3,356 901 283,941 Deferred leasehold revenue 4,449 2,206 1,408 1,275 Rental and rendering of service deposits 146,922 170,479 169,054 172,806 Construction retention 302,505 381,592 426,067 440,584 Deferred tax liabilities, net 580,821 608,663 572,031 567,026 Employee benefit obligations 149,681 162,519 271,430 280,802 Other non-current liabilities 11,209 11,246 11,297 6,548 Total non-current liabilities 11,500,882 11,778,811 10,698,638 10,240,682 Total liabilities 23,605,520 26,380,950 27,526,147 29,142,436 Equity Issued and paid-up share capital 4,179,332 4,179,625 4,179,625 4,179,625 Premiums on share capital 318,564 319,357 319,357 319,357 Other components of equity 2,210 12,996 15,837 63,152 Retained earnings • Appropriated – legal reserve 437,933 437,933 437,933 437,933 • Unappropriated 9,991,130 11,289,455 12,612,608 12,903,315 Equity attributable to owners of the parent 14,929,169 16,239,366 17,565,360 17,903,382 Non-controlling interests 2,221 (153) (8,792) (11,128) Total equity 14,931,390 16,239,213 17,556,568 17,892,254 Total liabilities and equity 38,536,910 42,620,163 45,082,715 47,034,690

Unit: Thousand Baht December 31, December 31, December 31, March 31, Statement of Comprehensive Income 2017 2018 2019 2020 Revenues Revenue from sales 11,491,533 14,613,432 16,771,487 3,071,433 Revenue from rental and rendering services 848,754 831,631 801,137 201,635 Revenue from consulting and management services 1,092 1,700 63,934 18,894 Total revenues 12,341,379 15,446,763 17,636,558 3,291,962 Cost Cost of sales 7,771,559 9,942,598 11,493,366 2,078,702 Cost of rental and rendering services 313,041 319,813 327,024 77,126 Cost of consulting and management services 900 900 25,795 8,154 Total cost 8,085,500 10,263,311 11,846,185 2,163,982 Gross profit 4,255,879 5,183,452 5,790,373 1,127,980 Other income 22,209 31,444 37,857 21,256 Gain (loss) from fair value adjustment and write-off of investment (93,933) (692) 112,311 - property 1,118,260 1,271,497 1,382,794 266,283 Selling expenses 1,368,430 1,567,165 1,868,998 446,171 Administrative expenses 78,672 98,129 146,282 45,070 Finance costs - (1,904) (14,641) (6,738) Share of loss of joint venture Profit before income tax expense 1,618,793 2,275,509 2,527,826 384,974 Income tax expense 336,169 483,205 511,764 86,696 Profit for the year 1,282,624 1,792,304 2,016,062 298,278 Other comprehensive income, net of tax 5,593 (846) (41,679) 46,329 Total comprehensive income for the year 1,288,217 1,791,458 1,974,383 344,607 Profit attributable to: Owners of the parent 1,285,403 1,799,878 2,026,424 300,614 Non-controlling interests (2,779) (7,574) (10,362) (2,336)

Unit: Thousand Baht December 31, December 31, December 31, March 31, Statement of Cash Flows 2017 2018 2019 2020 Cash flows from operating activities Profit before income tax expenses 1,618,793 2,275,509 2,527,826 384,974 Adjustments for: Depreciation of property, plant and equipment 110,459 96,738 78,438 36,321 Amortization of intangible assets - 7,088 10,172 3,446 Share of loss of joint venture - 1,904 44,958 11,109 Loss from fair value adjustment in short-term investments 1 - (1) - (Gain) loss from fair value adjustment on investment property 55,356 (10,352) (112,352) - Loss from write-off of investment properties 38,577 11,044 40 - Loss from disposal of property, plant and equipment (450) 13,660 1,144 402 Loss on impairment of property, plant and equipment - 1,874 - - Loss on write-down of real estate development cost - - 30,863 - Loss on impairment of other long-term investment - - 33,500 - Gain from disposal of intangible asset - - (1) - Amortization of leasehold rights 28,869 33,790 33,790 - Revenue from amortized leasehold rights (6,271) (5,038) (2,328) (313) Employee benefit obligations 20,296 20,683 65,647 9,372 Share-base payment reserve 2,210 11,632 9,909 986 Losses from changes in fair value of financial assets - - - 6,500 Financial cost 78,672 98,129 146,282 45,070 Translation adjustment - - - 46,721 1,946,512 2,556,661 2,867,887 544,588 Changes in working capital: Trade and other receivables (14,086) 15,765 (43,511) (79,684) Real estate development cost (3,150,975) (2,446,019) (180,526) (622,269) Deposits for land (1,023,792) (322,644) (1,145,564) (44,479) Advance for construction work and materials (95,947) 115,207 26,387 25,901 Other current assets 5,210 (32,642) (3,638) 13,031 Other non-current assets (1,762) (17,494) (694) (8,348) Trade and other payables 30,211 2,018,486 (2,017,102) (344,334) Accrued expenses 508,013 (240,361) 178,556 (282,022) Advances received from customers 473,977 (140,703) (225,638) (49,181) Other current liabilities 52,024 59,266 (16,147) (21,344) Rental and rendering of services deposits (31) 23,557 (1,425) 3,753 Construction retention 55,894 79,087 44,475 14,517 Employee benefit obligations (249) (7,845) - - Other non-current liabilities 69 37 51 (4,748) Cash flows (used in) generated from operating activities (1,214,932) 1,660,358 (516,869) (854,619) Interest paid (630,275) (676,262) (788,830) (211,846) Income tax (235,382) (437,920) (455,451) (38,186) Net cash (used in) generated from operating activities (2,080,589) 546,176 (1,761,170) (1,104,651)

Unit: Thousand Baht December 31, December 31, December 31, March 31, Statement of Cash Flows 2017 2018 2019 2020 Cash flows from investing activities Cash receipt (payment) for short-term investment 191,470 (9,000) 170,000 - Cash receipt (payment) from short-term loan to related parties (40,000) - (52,600) 52,600 Purchase of investment properties (20,469) (54,225) (60,706) (4,687) Purchase of property, plant and equipment (82,730) (141,752) (192,516) (14,284) Purchase of intangible asset - (20,990) (36,388) (7,280) Purchase of leasehold rights (43,628) - - - Proceeds from write-off of investment properties 6 39 4 - Proceeds from sales of property, plant and equipment 859 4,029 2,585 664 Proceeds from sales of intangible asset - - 1 - Cash payment for investment in joint venture - (660,000) - - Net cash generated from (used in) investing activities 5,508 (881,899) (169,620) 27,013 Cash flows from financing activities Proceeds received (paid) for short-term loans from financial institutions 190,520 (798,481) 3,826,772 2,039,051 Proceeds from long-term loans from financial institutions 3,097,900 5,384,470 4,569,850 802,000 Cash receipt for issuing of debentures 3,400,000 2,700,000 2,395,000 950,000 Proceeds from issue of ordinary shares - 1,085 - - Cash received from non-controlling interests 5,000 5,200 1,800 - Repayment of long-term loans from financial institutions (1,727,917) (3,847,631) (5,645,524) (793,337) Payment for liabilities under long-term lease contracts (3,848) (2,411) (2,788) (7,518) Payment for redemption of debentures (1,660,000) (2,525,000) (2,800,000) (1,000,000) Dividend paid (794,068) (501,553) (668,737) - Net cash generated from financing activities 2,507,587 415,679 1,676,373 1,990,196 Net increase (decrease) in cash and cash equivalents 432,506 79,956 (254,417) 912,558 Cash and cash equivalents at 1 January 630,006 1,062,512 1,141,622 880,137 Exchange loss on cash and cash equivalents - (846) (7,068) (392) Cash and cash equivalents at 31 December 1,062,512 1,141,622 880,137 1,792,303

December 31, December 31, December 31, March 31, Financial Ratio 2017 2018 2019 2020 Liquidity Ratio Current Ratio (times) 2.56 2.34 2.17 2.02 Quick Ratio (times) 0.11 0.10 0.06 0.11 Cash Flow Current Ratio (times) (0.18) 0.04 (0.11) (0.06) Account Receivable Turnover (times) 143.18 262.84 356.04 40.81 Average Collection Period (days) 2.51 1.37 1.01 2.21 Inventory Turnover (times) 2.86 3.65 3.40 0.48 Average Inventory Period (days) 125.87 98.63 105.88 187.50 Account Payable Turnover (times) 16.82 6.86 8.24 5.26 Average Payment Period (days) 21.40 52.48 43.69 17.11 Cash Cycle (days) 106.98 47.52 63.20 172.60 Profitability Ratio Gross Profit Margin (%) 34.48 33.56 32.83 34.26 Operating Profit Margin (%) 14.34 15.18 14.39 12.62 Other Profit Margin (%) (0.58) 0.20 0.84 0.64 Cash to Profit Margin (%) (117.60) 23.29 (69.38) (265.84) Net Profit Margin (%) 10.40 11.63 11.39 9.07 Return on Equity (%) 8.75 11.55 11.99 1.70 Efficiency Ratio Return on Asset (%) 3.57 4.44 4.62 0.65 Return on Fixed Asset (%) 131.39 178.99 190.54 29.83 Total Asset Turnover (times) 0.34 0.38 0.41 0.07 Financial Ratio Debt to Equity Ratio (times) 1.58 1.62 1.57 1.63 Interest Coverage Ratio (times) (1.93) 2.46 (0.66) (4.03) Cash Flow Coverage Ratio (Cash Basis) (times) (0.48) 0.06 (0.19) (0.60) Payout Ratio (%) 44.44 41.03 41.79 -

Management Discussion and Analysis Analysis of the Company’s Consolidated Operational Results between 2019 and 2018 and Quarter 1 ending March 31, 2020 (1) Operational Analysis (1.1) Revenues The Company’s total consolidated revenues in 2019 was 17,637 million Baht as compared to 15,447 million Baht in 2018, showing an increase of Baht 2,190 million or 14 percent. The increase was mainly attributed to the following developments Unit: Million Baht Increase (Decrease) 2019 2018 Amount % Revenues from sales 16,771 14,613 2,159 15 - Low – rise development projects 11,260 10,810 450 4 - High – rise development projects 5,511 3,803 1,709 45 Revenues from rental and rendering services 801 832 (31) (4) Revenues from consulting and management services 64 2 62 3,100

• Revenues from sales increased by 2,159 million Baht or 15 percent, which mainly resulted from the growth of revenues from low-rise development projects which recorded 11,260 million Baht, increased by 450 million Baht or 4 percent. In 2019 and 2018, the Company reported the revenue from sales from 48 and 46 low-rise development projects, respectively. Whereas, revenues from high-rise development projects are rapidly growth which increased by 45 percent. Due to 3 luxurious high-rise developments completed construction process and started to transfer in 2019 • Revenues from rental and rendering of services decreased by 31 million Baht, or 4 percent, caused by the decrease in subsidiary company’s revenues from rental and rendering of services. • Revenues from rental and rendering of services decreased by 31 million Baht, or 4 percent, caused by the decrease in subsidiary company’s revenues from rental and rendering of services. • Revenues from consulting and management services increased by 62 million Baht, or 3,100 percent, resulted from consulting and management services for joint venture.

Operating revenues for the first quarter of Year 2020 was 3,291.96 million Baht, increased by 110.41 million Baht due to increase of revenue from sale of high-rise projects. Changes were as follows Unit: Million Baht Quarter 1 2020 2019 Increase (Decrease) Amount % Amount % Amount % Low-rise projects 1,828.75 55.55% 2,552.55 80.23% (723.80) (28.36%) High-rise projects 1,242.68 37.75% 408.57 12.84% 834.11 204.15% Revenue from sales 3,071.43 93.30% 2,961.12 93.07% 110.31 3.73% Revenue from rental and rendering services 201.64 6.13% 198.28 6.23% 3.36 1.69% Revenue from consulting and management services 18.89 0.57% 22.15 0.70% (3.26) (14.72%) Total operating revenues 3,291.96 100.00% 3,181.55 100.00% 110.41 3.47%

(1.2) Operating Cost 92

The Company’s operating cost was 11,846 million Baht and 10,263 million Baht in 2019 and 2018 respectively. It increased by 1,583 million Baht or 15 percent. The increase was mainly resulted from the following developments:

Unit: Million Baht Increase (Decrease) 2019 2018 Amount % Cost of sales 11,493 9,942 1,551 16 Cost of rental and rendering of services 327 320 7 2 Cost of consulting and management services 26 1 25 2,500

• The Company’s cost of sales increased 1,551 million Baht, mainly in line with the increase in revenues from sales. • The Company’s cost of consulting and management services increased by 25 million Baht, mainly in line with the increase in revenues from consulting and management services.

(1.3) Other Income Other income was 38 million Baht and 31 million Baht in 2019 and 2018, respectively. It increased 7 million Baht or 23 percent.

(1.4) Selling Expenses The Company’s selling expenses was 1,383 million Baht and 1,271 million Baht in 2019 and 2018, respectively. Selling expenses increased by 112 million Baht or 9 percent, mainly in line with the increase in specific business tax and transfer fee from revenues from sales. For the first quarter of Year 2020, selling expenses was 266.28 million Baht increased from the same period of the previous year by 20.72 million Baht in response of increase of revenue from sales.

(1.5) Administrative Expenses Administrative expenses were 1,869 million Baht and 1,567 million Baht in 2019 and 2018, respectively. The expenses increased by 302 million Baht or 19 percent due mainly to the expense related to employees. For the first quarter of Year 2020, administrative expenses were 446.17 million Baht increased from the same period of the previous year by 36.37 million Baht. The increase was in response of more projects and more number of staff and provision for long-term employee benefit expenses according to the amendment of Labor Protection Act B.E. 2562 which effective since May 2019.

(1.6) Finance Costs Finance costs were 146 million Baht and 98 million Baht in 2019 and 2018, respectively, showing an increase of 49 percent, or 48 million Baht. Because the financial costs of the condominium projects completed in 2019 were no longer recognized under the project cost but started to be recorded as expenses.

For the first quarter of Year 2020, finance costs were 45.07 million Baht increased from the same period of the previous year by 14.39 million Baht due to recognized finance costs as expense after condominium project was completed in the year 2019. 93

(1.7) Income Tax Expense Income tax expense was 512 million Baht and 483 million Baht in 2019 and 2018, respectively, an increase 29 million Baht resulted from the increase in operating profit for the year.

(1.8) Profit for the Year The Company’s profit attributable to owners of the parent for the year was 2,026 million Baht and 1,800 million Baht in 2019 and 2018, respectively, equivalent to an increase of 226 million Baht or 13 percent resulted from an increase in operating revenues. For the first quarter of Year 2020, profit attributable to owners of the parent was 300.61 million Baht decreased from the same period of the previous year by 14.14 million Baht due to increase of expenses and finance costs as described above

(2) Profitability Unit: Million Baht Rental and rendering Consulting and Real estate sales Total Segment of service management services 2562 2561 2562 2561 2562 2561 2562 2561 Operating Revenues 16,771.49 14,613.43 801.14 831.63 63.93 1.70 17,636.56 15,446.76 Operating Cost 11,493.37 9,942.60 327.02 319.81 25.80 0.90 11,846.19 10,263.31 Gross Profit 5,278.12 4,670.83 474.12 511.82 38.13 0.80 5,790.37 5,183.45 Selling and Administrative Expenses 2,442.32 2,325.23 33.45 23.22 - - 2,475.77 2,348.45 Operating result by segment 2,835.80 2,345.60 440.67 488.60 38.13 0.80 3,314.60 2,835.00 Gross Profit Margin (%) 31.47 31.96 59.18 61.54 59.64 47.06 32.83 33.56 Operating Profit Margin (%) 16.91 16.05 55.01 58.75 59.64 47.06 18.79 18.35

2019 2018 Increase (Decrease) Unit MB @ Unit MB @ Unit MB @ Revenue from sales - Low – rise development projects 1,456 11,260 7.73 1,165 10,810 9.28 291 450 (1.55) - High – rise development projects 474 5,511 11.63 395 3,803 9.63 79 1,708 2.00 Total 1,930 16,771 8.69 1,560 14,613 9.37 370 2,158 (0.68)

• Consolidated gross profit for 2019 was higher than 2018 due to an increase in operating revenues, particularly from the growth in revenues from sales. The low-rise developments showed an increase in unit sales, despite a slight drop in the average price per unit. The high-rise developments showed an increase in unit sales, also the average price per unit increased significantly, especially when taking into account the ownership transfers of the Company’s 28 CHIDLOM project which was super luxurious developments in 2019. • Consolidated gross profit margin for 2019 was 32.83 percent lower than in 2018 due to the lower gross profit from revenues from sales and revenues from rental and rendering of services.

• Operating profit margin for the Company in 2019 was higher than in 2018 resulting from the effective in expenses management.

Unit: Million Baht 2019 2018 Increase (Decrease) Amount % Amount % Amount % Operating Revenues 17,637 100 15,447 100 2,190 14 Profit attributable to owners of the parent 2,026 11 1,800 12 226 13 for the year

• In 2019, profit for the year was higher than 2018 due to an increase in operating revenues were higher than an increase in expenses

Analysis of 2019 and 2018 Financial Positions (1) Assets As at year ended 2019, the Company had total consolidated assets of 45,083 million Baht, an increase of 2,463 million Baht or 6 percent from the previous year. The increase can be mainly attributed to the following developments:

Unit: Million Baht Increase (Decrease) 2019 2018 Amount % Cash and cash equivalents 880 1,142 (262) (23) Short-term investments 10 180 (170) (94) Real estate development cost 33,906 32,189 1,717 5 Deposits for land 1,146 323 823 255 Land awaiting for development 370 231 139 60 Investment properties 5,539 5,371 168 3

• Cash and cash equivalents decreased by 262 million Baht, caused by the use of cash from operating activities 1,761 million Baht, the use of cash from investing activities 170 million Baht, cash flow from financing activities 1,676 million Baht and exchange loss 7 million Baht. • Short-term investments decreased by 170 million Baht, caused by the redemption of investment in fixed income funds during the year. • Real estate development cost increased 1,717 million Baht due mainly to the increases in purchases of land for a future business expansion in development projects, project development cost, and work in process for both high-rise and low-rise developments. • Deposits for land were 1,146 million Baht which scheduled to transfer in 2020. • Land awaiting for development increased 139 million Baht due to the land classification. • Investment properties increase of 168 million Baht resulted from gain from fair value adjustment.

(2) Liabilities As at year ended 2019, total consolidated liabilities were 27,526 million Baht in comparison to 26,381 million Baht in 2018, or an increase of 1,145 million Baht, or 4 percent. The increase was mainly caused by the following developments:

Unit: Million Baht Increase (Decrease) 2019 2018 Amount % Short-term borrowings from financial institutions 8,697 4,870 3,827 79 Trade and other payables 1,226 2,561 (1,335) (52) Accrued expenses 1,446 1,265 181 14 Advances received from customers 648 874 (226) (26) Current portion of long-term borrowings from financial institutions 1,348 1,737 (389) (22) Current portion of debentures 2,900 2,800 100 4 Long-term borrowings from financial institutions 3,651 4,339 (688) (16) Debentures 5,595 6,100 (505) (8)

• Short-term borrowings from financial institutions increased by 3,827 million Baht due to an increase in short-term promissory notes, of which 1,907 million Baht are from the credit line extended for financing of development projects. • Trade and other payables decreased by 1,335 million Baht due to the land payables. • Accrued expenses increased by 181 million Baht, resulting from the accruals relating to real estate construction expenses. • Advances received from customers decreased by 2 2 6 million Baht due to the booking deposits and down payments for condominium developments. • Current portion of long-term borrowings and Long-term borrowings from financial institutions decreased by 1,077 million Baht due to a 4,569 million Baht increased in the long-term loans from financial institutions, despite a loan repayment of 5,646 million Baht during the year. • Debentures decreased by 405 million Baht due to an issuance of new 2,395 million Baht debentures during the year and a payment on 2,800 million Baht debentures.

(3) Shareholders’ Equity As at year ended 2019 and 2018, Shareholders’ equity of the Company was 17,557 million Baht and 16,239 million Baht, respectively. The 1,318 million Baht increase in shareholder’s equity in 2019 resulted from • Dividend paid of 669 million Baht, which the Company received the resolution from the Annual General Shareholders Meeting held on 25 April 2019 to pay the dividend of 0.16 Baht per share from the 2018 net profit. • Profits attributable to owners of the parent were 1,992 million Baht. • Other components of equity showed a 10 million Baht increase in warrants and share option scheme. The Annual General Shareholders Meeting for the year 2019 and 2018 resolved the approval of the allocation of

employee stock options to the Company’s directors and staff (ESOP Scheme 1 and 2) in a total amount of no more than 80 million Baht units. The weighted average fair value of options granted during the period was determined using the binomial-lattice valuation model. Another component of equity involved the losses from exchange translation of 7 million Baht from the translation of the account of the Company’s subsidiary in the United States. • Non-controlling interests decreased by 8 million Baht caused by 10 million Baht in losses on non-controlling interests in 2019 and the increase in non-controlling interests of 2 million Baht.

(4) Liquidity and Adequacy of Liquidity As of December 31, 2019, the Company had total current assets of 36,441 million Baht, and total current liabilities of 16,828 million Baht. Its current ratio was 2.17. Its cash and cash equivalent as of December 31, 2019 was 880 million Baht, a decrease of 262 million Baht from the previous year due to the following activities: • Net cash used from operations was 1,761 million Baht. Major changes were caused by the purchases of land for a future business expansion in development projects, project development cost, and work in process for both high-rise and low-rise developments. • Net cash used in investing activities was 170 million Baht, due mainly to cash payment for the purchase of investment properties, the purchases of property, plant and equipment and the purchases of intangible asset. • Net cash received from financing activities was 1,676 million Baht. The main inflows were long-term borrowings from financial institutions and the proceeds from the issuance of debentures during the year. • Exchange loss on cash and cash equivalents was 7 million Baht.

Unit: Million Baht Funding Sources as of year ended 2019 Facilities Outstanding Remaining Short-term borrowings from financial institutions - Bills of exchange 4,000 3,780 220 1. - Promissory notes 10,916 4,937 5,979 Long-term borrowings from financial institutions 16,753 5,000 4,486 Debentures 14,000 8,495 5,505 Total 45,669 22,212 16,190

Portion 2019 2018 Short-term borrowings (%) 39 25 Long-term borrowings (%) 61 75 Total (%) 100 100

As at December 31, 2019, 61 percent of the Company’s main funding sources were long-term borrowings. In 2019, the Company issued additional 2,395 million Baht of unsecured and unsubordinated, name-registered debentures without debenture holders’ representative. The Company had the debentures outstanding of 8,495 million Baht which in accordance with the resolution of the Company’s Annual General Shareholders Meeting held on 23 April 2017, which approved the issuance and sale of debentures for an aggregated amount not exceeding 14,000 million Baht. As at yearend 2019, the Company had outstanding debentures to be redeemed between the periods of 2020 – 2023. In 97 addition, the other part of the Company’s long-term funding came from long-term borrowings from financial institutions detailed as follow:

2019 2018 Increase (Decrease) Current ratio (times) 2.17 2.34 (0.17) Quick ratio (times) 0.06 0.10 (0.04)

• Current ratio as of year ended 2019 was 2.17, decreased from the previous year. The major item in the Company’s current assets was the real estate development cost, which increased from the previous year. The Company used its cash flow for acquisition of land, and development of its housing and condominium projects for sales of new launches aimed at supporting its future earnings growth. • Quick ratio as of yearend 2019 was 0.06. The ratio was slightly lower than the previous year, caused by a decrease in cash and cash equivalents

(5) Capital Structure

2019 2018 Increase (Decrease) Debt to equity ratio (times) 1.57 1.62 (0.05) Interest coverage ratio (cash basis) (times) (0.66) 2.46 (10.39) Cash flow coverage ratio (cash basis) (times) (0.19) 0.06 (0.33)

• Debt to equity ratio as of the yearend 2019 was 1.57, showed a lower than that of yearend 2018. Under the current covenants of the Company’s debenture and long-term borrowings from financial institutions, it is required to maintain its interest bearing debt to equity ratio at a level of no more than 2 for the entire duration of the debentures. • Interest cover ratio (Cash basis) and Cash flow coverage ratio (Cash basis) as of yearend 2019 were -0.66 and - 0.19, respectively. The ratios decreased from the prior year due to lower net cash flows from operating activities. In 2019, the Company had land acquisition expenditures for its future business expansion, project development costs, and construction in progress for high-rise and low-rise projects of more than 2018.

(6) Contingent Liabilities As of yearend 2019 and 2018, the Company had the following contingent liabilities relating to obligations from capital commitments: Unit: Million Baht Item 2019 2018 Capital expenditure in land for project development 3,193 1,891 Capital expenditure in property, plant and equipment and leasehold rights 6 14

The Company and its subsidiaries had the contingent liabilities relating to operating leases as lessee with the obligation to make lease payments for the following remaining period:

Unit: Million Baht Operating Lease 2019 2018 Not later than 1 year 19 17 Later than 1 year but not later than 5 years 125 61 Later than 5 years 533 279 Total 677 357

Related Transaction The Company had trade transactions and inter-company loans with related persons in 2017, 2018, 2019 and the first quarter of 2020. The significant remaining balance occurred on the Company’s consolidated financial statements were Revenue from sales, Revenue from rental and rendering services, Cost of rental and rendering services, Selling and Administrative expenses, Trade receivables, Loans from related persons etc. The Company has already disclosed these transactions in the notes to financial statements for a year ended 2017, 2018, 2019 and quarter 1 of 2020. Please see details in that financial statements.

The relationship of related companies and/or persons are as follows

Related Companies and/or Persons Relationship Khunying Potjaman Damapong Major shareholder’s mother Mr.Panthongtae Shinawatra Major shareholder’s brother controlling person Ms.Pintongta Shinawatra Kunakornwong Major shareholder Ms. Paetongtarn Shinawatra Major shareholder Mr. Nuttaphong Kunakornwong Director Ms. Wilasinee Puddhikarant Director Mr. Attapol Sariddipuntawat Director Ms. Pradthana Patsaman Management Ms. Anchalee Kunakornwong Mother of Director Mr. Kanit Patsaman Spouse of management Ms. Piyada Tianthai Sister of Director Mr. Vitit Visalpattanasil Management (Vacated on 1 July 2019) Ms. Pranee Visalpattanasin Sister of vacated management Ms. Busaba Damapong Director (Resignation as director effective from 1 January 2018) Mr. Bhanapot Damapong Spouse of resign director/controlling person siblings Mr. Polapoom Damapong Son of resign director Thai-Com Foundation Major shareholder Family is a founder Shinawatra University Major shareholder Family is a founder B.B.D. Development Company Limited Mr. Bhanapot Damapong is a major shareholder. OAI Leasing Company Limited OAI Management Company Limited is a major shareholder. Alpine Golf & Sports Club Company Limited Shinawatra Family is a major shareholder / controlling parson SC Office Plaza Company Limited Shinawatra Family is a major shareholder/ controlling parson SC Office Park Company Limited Shinawatra Family is a major shareholder/ controlling parson P.T. Corporation Company Limited* Shinawatra Family is a major shareholder/ controlling parson Chiangmai Golf & Country Club Company Limited A Subsidiary of OAI Management Company Limited Alpine Garden Design Company Limited Ms. Paetongtarn Shinawatra is a major shareholder.

Related Companies and/or Persons Relationship OAI Consultant & Management Company Limited Shinawatra Family is a major shareholder/ controlling parson Voice TV Company Limited Mr. Bhanapot Damapong is major shareholder. Fortay (Thailand) Company Limited A Subsidiary of OAI Consultant & Management Company Limited. Rende Development Company Limited** Shinawatra Family is a major shareholder/ controlling parson Rende Ploen Chit Hotel Company Limited A Subsidiary of Rende Development Company Limited Thames Valley Khao Yai Hotel Company Limited Ms.Pintongta Shinawatra Kunakornwong and Ms. Paetongtarn Shinawatra are major shareholder. Praram 9 Hospital Public Company Limited Khunying Potjaman Damapong is a major shareholder. Healthlink Company Limited A Subsidiary of B.B.D. Development Company Limited Works Creative Company Limited A Subsidiary of P.T. Corporation Company Limited. How Come Studio Company Limited Major shareholder siblings (dissolved 13 December 2019)

Note : 1) All above companies are Thai nationality 2) Please see more details in the notes to financial statement for a year ended December 31, 2019

The Company certifies that information stated herein is accurate, complete, no false information, no misleading statements or significant omissions which may cause damage to third parties or shareholders.

-Signature-

(Mr. Somboon Kuptimanus) Company Secretary

100

Appendix Appraisal Price Summary from Independent Appraisers

1. Chartered Valuation and Consultant Company Limited

101

102

2. Agency For Real Estate Affairs Company Limited

103

104

3. KTAC Appraisal And Services Company Limited

105

106

Attachment 9

SC Asset Corporation Public Company Limited Details of the program regarding the issuance and offering of the Warrants to purchase the ordinary shares to directors and employees of the Company and the Company’s subsidiaries (Employee Stock Option Program – ESOP – Grant IV)

1. Objectives and necessities of offering securities to directors and employees of the Company and the Company’s subsidiaries The objective of the ESOP Program is to motivate and reward the performance of the qualified directors and employees as well as retain them with the Company and the Company’s subsidiaries. This should create the best interest of the Company and the Company’s subsidiaries in long term and will finally result the sustainable growth of its business. Details of the Warrants under the Program including its rights and conditions to be issued and offered as follows: The Company will issue and offer Warrants in ESOP – Grant IV in an amount of not exceeding 42,000,000 units and allocate ordinary shares of not exceeding 42,000,000 shares (at Baht 1 par value), to reserve for the exercise of the Warrants, which is equivalent to approximately 1 percent1 of the total paid-up capital of the Company.

Details of the Warrants under the Program – Grant IV as set out below will be proposed to the shareholders’ meeting. Meanwhile, the Company expects to use the proceeds from the exercise of right pursuant to the Warrants working capital.

2. Preliminary details of the Warrants Type of Warrants Warrant to purchase the Company’s ordinary shares, with specified name and non-transferable unless by hereditary or beneficiary transfer as specified in Clause 3.6.2 (hereinafter referred to as the “Warrants”) Total Number of Warrants to be Offered Not exceeding 42,000,000 Units Offering Price per Unit Baht 0 (zero Baht) Offering Period The offering shall be completed within one year from the date on which the issuance and offer of the Warrants under the Program is approved by the 2020 Annual General Meeting of Shareholders Terms Not exceeding 5 years from the date of issuance and offering Number of Reserved Shares Not exceeding 42,000,000 shares (at the par value of Baht 1) or 11 percent of the total paid-up shares.

1 The Ratio of reserved share to total paid up shares of the Company is subject to the change because the paid-up share might be increased due to the exercise of the warrant under ESOP – Grant I, ESOP – Grant II and ESOP – Grant III 107

The Warrants Allocation Method The Warrants shall be directly allocated to the directors and employees of the Company and the Company’s subsidiaries and shall not be offered through the intermediary. Exercise Ratio One warrant per one ordinary share. Exercise Price The weight average closing of the Company’s shares trade on the Stock Exchange of Thailand during the period of 15 consecutive working days prior of the day Shareholders’ Meeting, (no discount from the market price). Issuing and Offering Date The Company’s Executive Committee or the designated person(s) by the Executive Committee will determine the date of issuing and offering of the Warrants. Exercise Period The directors and employees of the Company and the Company’s subsidiaries could exercise the right of the Warrants to purchase the Company’s ordinary shares as shown in the following details: First Year Directors and employees of the Company and the Company’s subsidiaries are entitled to exercise one-third of their allocated Warrants to purchase the Company’s ordinary shares. In case the exercise of rights pursuant to the Warrants creates a fraction of share(s) less than the board lot determined by the Stock Exchange of Thailand, such fraction will be exercisable in the next exercise of rights. Second Year Director and employees of the Company and the Company’s subsidiaries are entitled to exercise one-third of their allocated Warrants to purchase the Company’s ordinary shares after 1 year from the Warrants are issued to them, until the Warrants are expired. Third Year Directors and employees of the Company and the Company’s subsidiaries are entitled to exercise the remain of their allocated Warrants to purchase the Company’s ordinary shares after 2 years from the Warrants are issued to them, until the Warrants are expired. In case the exercise of rights pursuant to Warrants creates a fraction of share(s) less than the board lot determined by the Stock of Exchange of Thailand, such fraction will be exercisable at the last exercise of rights. Rights and Interests Other -None- than those Normal Rights and Interests from Ordinary Shares 108

3. Other Principles and Conditions for Exercise of the Warrants 3.1 Exercise Period of the Warrants The Warrant holders are required to submit an exercise notice to the Company between 9.00 a.m. and 4.00 p.m. within 5 working days prior to each exercise date, except for the last exercise period, the notice must be submitted during 15 days prior of the last exercise period. Ordinary shares purchased in every exercise of the Warrants will be in whole number of a trading unit on the main board of the Stock Exchange of Thailand, except for the exercise of right for the last exercise period.

3.2 Exercise Date Between 9.00 a.m. and 4.00 p.m. of the last business day of every month (“Exercise Date”), except for the last exercise period the exercise date will be during 5 working days prior to the expired date.

3.3 Qualification of directors and employees of the Company and the Company’s subsidiaries eligible for the Warrants allocation 3.3.1 Any director or employee of the Company or the Company’s subsidiaries with a minimum of 1 year working with the Company; 3.3.2 Any selected director or employee who is beneficial to the Company or the Company’s subsidiaries (as the case may be); 3.3.3 In the case of any exception not pursuant to Clauses 3.3.1 and 3.3.2, it will propose to the meeting of Executive Committee for special consideration; and 3.3.4 The number of warrants as determined by the Company’s Board of Directors allocated to each director and/or employee of the Company or the Company’s subsidiaries, holding position as the same level, will not necessarily be in the same amount, but will be varied based on the position, working experiences, employment duration, performance, potential and benefits brought to the Company or the Company’s subsidiaries.

3.4 Exercise Procedures 3.4.1 The Warrant holder, who wishes to exercise his or her right, is required to submit the following documents to the registrar of the Warrants during the exercise period: (A) The notification of intention to exercise the right to purchase ordinary shares form which has been accurately and completely filled in (the notification of intention to exercise form can be obtained at Human Resources Department of the Company). In case of Employee’s executor, statutory heir, legatee, curator or guardian under the law pursuant to Clause 3.6.2 herein is the person notifying such intention, notification of intention to exercise the right to purchase ordinary shares which has been accurately and completely filled in together with complete and accurate evidence demonstrating his or her accession as the transferee of the right pursuant to the laws and conditions of Clause 3.6.2 of this condition. (B) The Warrants in the number as specified under the notification of intention to exercise the right to purchase the Company’s ordinary shares.

109

(C) Payment for shares in the amount as specified in the notification of intention to exercise the right to purchase the Company’s ordinary shares (D) Withholding tax payment from exercising the rights to purchase ordinary shares for which the Company has an obligation to make the payment to the Revenue Department in accordance with the laws. 3.4.2. The Warrant holders are liable to pay their own personal income taxes incurred from exercising the rights to purchase ordinary shares. 3.4.3. In the case that the Warrant holders are unable to pay taxes to the Company according to Clause 3.4.1 (D) in full within specific date for any reasons and the Company has to pay such taxes in advance for the Warrant holders, it is deemed that those Warrant holders give the irrevocable rights to the Company to deduct any amount of taxes paid in advance for the participating employees of the Program from wage, bonus or other benefits to be paid by the Company which can be set off according to the laws and give the rights to the Company to use such money to pay or set‐off with the amount of withholding taxes owed to the Company. 3.4.4. After the Warrant holder has fully complied with the terms and conditions for the exercise of rights to purchase ordinary shares, the Company will issue the underlying shares under the names of Warrant holder or Employee’s executor, statutory heir, legatee, curator or guardian under the law (in case of Clause 3.6.2) and will deliver the Share Certificate via registered mail to the address stated in the notification of intention of exercise the right to purchase ordinary shares within 30 days from each exercise date. However, the Company may agree in advance with the Warrant holder to keep the Share Certificate at the Company so the Warrant holder can obtain the certificate by themselves or deliver to the Warrant holder’s department. Alternatively, the Warrant holders may wish to use scripless system of the securities depository which will not lower their exercise rights. 3.4.5 After the Warrant holder has submitted his intention to exercise the right to purchase ordinary shares according to Clause 3.4.1, such intention to exercise the right may not be cancelled nor revocable, unless a written consent is provided by the Company. 3.4.6 The Company shall notify the list of Warrant holders who have exercised their rights to Thailand Securities Depository Company Limited, as a registrar of the Warrants, to proceed to register such Warrant holders as ordinary shareholders in the register of shareholders according to the number of ordinary shares from such exercise and the Company shall register the change of its issued and paid up capital with the Ministry of Commerce within 14 days from the end of each exercise period.

3.5 Adjustment to the Exercise Price and the Exercise Ratio The Company shall adjust the Exercise Price and the Exercise Ratio in order to protect the Warrant holders from losing their rights and benefits in the following events:

110

3.5.1. In case where the Company changes the par value of its ordinary shares as a result of split or consolidation of its issued shares. The adjustment to Exercise price and Exercise Ratio shall be immediately effective after the par value of the Company’s shares has been changed. Exercise Price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x (Par 1) (Par 0) Exercise Ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x (Par 0) (Par 1) Where: Price 1 = new Exercise Price after the change Price 0 = old Exercise Price before the change Ratio 1 = new Exercise Ratio after the change Ratio 0 = old Exercise Ratio before the change Par 1 = par value after the change Par 0 = par value before the change 3.5.2 In case where the Company offers for sale of its ordinary shares to the existing shareholders according to their rights and/or the public and/or private placement and the net price of the newly issued shares is lower than 90% of “the market price of the Company’s ordinary shares”. The adjustment in the Exercise Price and the Exercise Ratio shall be immediately effective from the first day on which the purchasers of the Company’s shares are not entitled to subscribe newly issued shares (the first day on which the SET posts the XR sign) in case of newly issued shares are being offered to the existing shareholders (Right Issue) and/or the first day on which newly issued shares are offered to the public and/or private placement, as the case may be. “Net price of the newly issued ordinary shares” is calculated by the whole amount of money for which the Company obtained from the offer of the new shares after deducting expenses incurred from the offer of such securities and divided by the total number of newly issued ordinary shares. “Market price of the Company’s ordinary shares” means the weighted average of the market price of the Company’s ordinary shares traded on the SET during the 7 consecutive business days (days on which the Company’s ordinary shares are traded on the SET) before the Calculation Date. Weighted average of the market price of the Company’s ordinary shares means the total trading value of the Company’s ordinary shares divided by the total number of the Company’s ordinary shares traded on the SET. “Calculation Date” means the first day on which the purchasers of ordinary shares are not entitled to subscribe the newly issued ordinary shares in case of the shares are being offered to the existing shareholders (the first day on which the SET posts the XR sign) and/or the first day on which the newly issued shares are offered to the public for the case of public offering and/or the private placement.

111

In the case that an offer of newly issued ordinary shares at the same time provides more than one offer price and with the condition that such shall be subscribed together, the average of all offer prices shall be used to calculate the net price of the newly issued ordinary shares. If the offer is not subject to the conditions that must be subscribed together, only the offer price which is lower than 90 percent of “the market price of the Company’s ordinary shares” shall be used for the calculation of change. Exercise Price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [(A x MP) + BX] [MP (A + B)] Exercise Ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [MP (A + B)] [(A x MP) + BX] Where: Price 1 = new Exercise Price after the change Price 0 = old Exercise Price before the change Ratio 1 = new Exercise Ratio after the change Ratio 0 = old Exercise Ratio before the change MP = the market price of the company’s ordinary shares A = the number of fully paid ordinary shares as at the date before the closing of share register book date for the offer of newly issued ordinary shares to the existing shareholders and/or before the first day of the public offering and/or the private placement of the new shares, as the case may be.

B = the number of newly issued ordinary shares offered to the existing shareholders and/or the public and/or the private placement BX = the net amount of money, after deducting expenses incurred (if any), received from the offer of newly issued shares to the existing shareholders and/or the public and/or the private placement as the case may be 3.5.3 In case where the Company offers to the existing shareholders and/or the public and/or the private placement any newly issued securities with the right to convert to ordinary shares or the right to subscribe ordinary shares (e.g. convertible debentures or warrants to purchase ordinary shares) and the net price of the newly issued ordinary shares to accommodate the exercise of rights is lower than 90% of the market price of the Company’s ordinary shares. The adjustment of the Exercise Price and the Exercise Ratio shall be immediately effective from the first day on which the purchasers of the Company’s shares are not entitled to subscribe the newly issued securities (the first day the SET posts the XR sign), in case that the newly issued securities are offered to the existing shareholders (Rights Issue) and/or the first day on which such newly issued convertible securities are offered to the public and/or private placement (as the case may be). Exercise Price shall be adjusted in accordance with the following formula; 112

Price 1 = Price 0 x [(A x MP) + BX] [MP (A + B)]

Exercise Ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x [MP (A + B)] [(A x MP) + BX] Where: Price 1 = new Exercise Price after the change Price 0 = old Exercise Price before the change Ratio 1 = new Exercise Ratio after the change Ratio 0 = old Exercise Ratio before the change MP = the Market price of the Company’s ordinary shares A = the number of fully paid ordinary shares as at the date before the closing of share register book date for the offer of newly issued convertible securities to the existing shareholders and/or before the first day of the public offering and/or private placement of the newly issued convertible securities, as the case maybe B = the number of newly issued ordinary shares to accommodate the conversion of the new securities offered to existing shareholders and/or the public and/or the private placement BX = the net amount of money received, after deducting expenses incurred (if any), from the issuance of the convertible securities offered to the existing shareholders and/or the public and/or the private placement, plus the money received from the conversion or the exercise of right to purchase the ordinary shares.

“Market price of the Company’s ordinary shares” means the weighted average of the market price of the Company’s ordinary shares traded on the SET during the 7 consecutive business days (days on which the Company’s ordinary shares are traded on the SET) prior to the Calculation Date. Weighted average of the market price of the Company’s ordinary shares means the total trading value of the Company’s ordinary shares divided by the total number of the Company’s ordinary shares traded on the SET. “Calculation Date” means the first day on which the purchasers of ordinary shares are not entitled to subscribe any of the newly issued convertible securities in case of offer to the existing shareholders (the first day on which the SET posts the XR sign) and/or the first day on which the newly issued convertible securities are offered to any person to subscribe ordinary shares as the case may be. 3.5.4 In case where the Company pays out all or parts of its dividends in the form of its ordinary shares to its shareholders, the adjustment of the Exercise Price and the Exercise Ratio shall be

113

immediately effective from the first day on which the purchasers of the Company’s shares are not entitled to such stock dividends (the first day on which the SET posts the XD sign). Exercise Price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x (A) (A + B) Exercise Ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x (A + B) A Where: Price 1 = new Exercise Price after the change Price 0 = old Exercise Price before the change Ratio 1 = new Exercise Ratio after the change Ratio 0 = old Exercise Ratio before the change A = the number of fully paid ordinary shares as at the date before the closing of share register book date to determine the entitlement of stock dividends. B = the number of newly issued shares as stock dividends. 3.5.5 In case where the Company pays out dividend more than 50% of its net profits after tax in any accounting period during the term of the Warrants, the adjustment of the Exercise Price and the Exercise Ratio shall be immediately effective from the first day on which the purchasers of the Company’s shares are not entitled to the dividends (the first day on which the SET posts the XD sign). The dividend payout ratio paid to shareholders is calculated by dividing all actual dividends paid for each accounting period by the net profits after tax of the same period. The actual dividends paid shall include the interim dividend paid during such accounting period. For the calculation of adjustment to the Exercise Price and the Exercise Ratio, the Company shall include only the actual dividend paid to the shareholders in the same accounting period. In the case that the Company makes the interim dividend payment and the Company is not required to adjust the rights of the Warrant holders as the dividend payout ratio is not exceeding 50%, however, if the Company subsequently pays another dividend, the Company shall include the interim dividend paid earlier in the same accounting period to consider the adjustment of rights of the Warrants. In the event that the Company already calculated the adjustment to Exercise Price and the Exercise Ratio from the interim dividend in any accounting period and later pays another dividend in the same accounting period, the earlier interim dividend shall not be included again in the adjustment as the Warrant holders have been compensated by the adjustment of rights resulting from the payment of interim dividend.

114

“Market price of the Company’s ordinary shares” means the weighted average of the market price of all the Company’s ordinary shares traded on the SET during the 7 consecutive business days (days on which the Company’s ordinary shares are traded on the SET) before the Calculation Date. Weighted average of the market price of the Company’s ordinary shares means the total trading value of the Company’s ordinary shares divided by the total number of the Company’s ordinary shares traded on the SET. “Calculation Date” is the first day on which the purchasers of ordinary shares are not entitled to the dividends (the first day on which the SET posts the XD sign). Exercise Price shall be adjusted in accordance with the following formula; Price 1 = Price 0 x [MP - (D - R)] MP Exercise Ratio shall be adjusted in accordance with the following formula; Ratio 1 = Ratio 0 x (MP) [MP - (D - R)] Where: Price 1 = new Exercise Price after the change Price 0 = old Exercise Price before the change Ratio 1 = new Exercise Ratio after the change Ratio 0 = old Exercise Ratio before the change MP = the Market price of the Company’s ordinary shares D = actual dividends per share paid to the shareholders R = dividends per share paid, by taking into the calculation the net profit after tax at the rate of 50% and the total number of shares with entitlements to dividends. 3.5.6 In case that there is any event which causes the Warrant holder to lose his/her right and benefit and such event is not stipulated under Clauses 3.5.1 to 3.5.5, the Company shall determine the adjustment to the Exercise Price and/or the Exercise Ratio without undermining the rights of the Warrant holder. Such consideration by the Company shall be deemed final and shall be notified to the SEC Office within 15 days from the date on which the event causing the adjustment of rights occurs. 3.5.7 The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with Clauses 3.5.1 through 3.5.6 are independent with each other and shall be calculated in order compared to the market price of the Company’s ordinary shares. In cases where these events simultaneously occur, the calculation shall be conducted in the ascending order from 3.5.1 → 3.5.5 → 3.5.4 → 3.5.2 → 3.5.3 → 3.5.6 which the decimals for the Exercise Price shall be maintained at 3 decimals and the decimals for Exercise Ratio shall be maintained at 5 decimals.

115

3.5.8 The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with Clauses 3.5.1 through 3.5.6 shall not cause the increase of the Exercise Price and/or decease of the Exercise Ratio, except in the case of the share consolidation and the new Exercise Price is used after the adjustment (in 3 decimals) multiplying by the number of ordinary shares (The number of ordinary shares shall be calculated from the new Exercise Ratio multiplied by the number of Warrants stated under the notification of intention to exercise the right. If such calculation results in a fraction of share, such fraction shall be cancelled.) If the money calculated from the exercise is a fraction of Baht, such fraction shall be cancelled. If the adjustment results in the new Exercise Price being lower than the par value of the Company’s ordinary shares, the par value of the Company’s ordinary shares shall be used as the new Exercise Price. The Exercise Ratio calculated from Clauses 3.5.1 to 3.5.6 shall be used as the new Exercise Ratio. 3.5.9 In case of the adjustment of the Exercise Price and/or the Exercise Ratio as mentioned in Clauses 3.5.1 through 3.5.6, the Company shall notify to the Warrant holders the results of the adjustment including the methods of calculation, reasons for the adjustment to the SEC Office and the Stock Exchange of Thailand in order to notify the new Exercise Price, the new Exercise Ratio, and the effective date of the new Exercise Price and the new Exercise Ratio. The Company shall inform the details of the adjustment to the Exercise Price and/or the Exercise Ratio to the Warrant holders via the disclosure system of the Stock Exchange of Thailand and shall post an announcement at the Company’s office within 15 days from the date on which such adjustment to the Exercise Price and the Exercise Ratio becomes in effect.

3.6 Obligations between the Company and the Directors and Employees of the Company and the Company’s subsidiaries in respect of Allocation of the Warrants 3.6.1 If any person who is entitled to the Warrants retires from the Company or the Company’s subsidiaries pursuant to the Company’s work rules or his/her term in the position has expired, as the case may be, such directors and employees of the Company or the Company’s subsidiaries shall be entitled to exercise their Warrants during the term of the Warrants.

3.6.2 If any person who is entitled to the Warrants is no longer a director or employee of the Company r the Company’s subsidiaries by reason of being deceased, disappeared, infirmity, or incompetent, such Warrants can be exercised by the person named as executor or beneficiary of the decease, disappeared, infirm, or incompetent director or employee, as the case may be. The person will be entitled to exercise those Warrants during the term of the Warrants. 3.6.3 If any person who is entitled to the Warrant is no longer as director or employee of the Company or the Company’s subsidiaries for any reason other than as specified in Clause 3.6.1 or 3.6.2 above, such person shall be entitled to exercise their Warrants only the allowed portion within 3 months after such person resigned from their office. Remaining warrants which any director or employee the Company or the Company’s subsidiaries is unable to exercise for any reason as stipulated in Clause 3.6.3 shall be submitted to the Company for cancellation. 116

3.7 In case the Rights of the Warrants have not been fully exercised If the Warrant holders do not exercise or do not fully exercise the rights to purchase ordinary shares pursuant to the Warrants and the term of Warrants has expired, it shall be deemed that the director or the employee waives their rights pursuant to such un-exercised Warrants. In this respect, such director or employee shall not be entitled to claim any compensation from the Company.

3.8 Assistance from the Company in respect of sources of funds for directors and employees of the Company and the Company’s subsidiaries -None-

3.9 Right Adjustment: The Company may reserve additional ordinary shares if the circumstance stipulated in the notification of the Securities and Exchange Commission, relating to the issuance and offering of the Warrants, occur and cause the adjustment of the rights pursuant to the Warrants In case of the rights adjustment of the Program that required more additional shares than the reserved shares, the Company shall seek for approval from the shareholders, in the next Shareholders’ Meeting. Should the Warrants expire sooner than the next Shareholders’ Meeting, the Company shall bring the matter to the Shareholders’ Meeting as soon as possible.

4. Effects upon Shareholders from Issuance of Warrants and Offer to Directors and Employees of the Company and the Company’s subsidiaries 4.1 Effect upon Price Dilution due to the Exercise of Rights to Purchase Shares by Directors and Employees of the Company and the Company’s subsidiaries The exercise price is determined by the weighted average closing price of the Company’s shares traded on the Stock Exchange of Thailand during the period of 15 consecutive working days prior to the date of Shareholders’ Meeting, which closes to the market price, the issuance and offer of the Warrants will not create any effect upon price dilution. However, effect upon price dilution due to the exercise of rights to purchase shares by directors and employees of the Company and the Company’s subsidiaries will be subject to the market price of the Company’s shares on the day that new shares from the exercise of rights by directors and employees start trading in the Stock Exchange of Thailand, in accordance with the following formula;

Market Price before Offering – Market Price after Offering Market Price before Offering

117

4.2 Effect upon Existing Shareholders due to Reduced Ownership Ratio or Control Dilution in case the Warrants are exercised by all directors and employees of the Company and the Company’s subsidiaries as Calculated from the current Paid-Up Capital2 Number of the total paid-up shares = 4,179,624,512 shares (at a par value of Baht 1 each) Number of all share reserved shares = Not exceeding 42,000,000 shares the exercise of the Warrants (at a par value for of Baht 1 each) Total Number of shares after = Not exceeding 4,221,624,512 shares exercise of right (at a par value of Baht 1 each) Ratio of the reduced existing shareholder = 0.99 % after exercise of the Warrant Calculation Method 42,000,000 4,179,624,512+42,000,000

4.3 The Amount of Reserved Shared for Exercise of the Warrants Allocated to Directors and Employees at the Rate not exceeding 5% of the total Issued Shares2 Number of the total paid-up shares = 4,179,624,512 shares (at a par value of Baht 1 each) Number of reserved shares for the exercise = Not exceeding 42,000,000 shares of the Warrants to be allocated to (at a par value of Baht 1 each) Directors and employees of the Company and the Company’s subsidiaries Ratio of reserved shares to total = 1 % of the total paid-up shares paid-up shares

4.4 Ordinary shares issued under the Warrants exercised shall have the same rights and status as ordinary shares previously issued by the Company in all respects

4.5 The list of all Directors and Employees, who are entitled to receive the Warrants at the rate Exceeding 5 Percent of the Warrant to be Issued and Offered -None-

5. Description and Conditions of the Warrants The Warrants issued and offered to directors and employees of the Company and the Company’s subsidiaries shall be subject to rules and conditions pursuant to the Notification of the Capital Market Supervisory Board No. TorJor32/2551 Re: Issuance and Offering of Securities to Directors or Employees dated December 15, 2008. The Warrant holders are liable to pay taxes and duties pursuant to the Revenue Code or and relevant laws governing the exercise of rights to purchase the Company’s ordinary shares. If, after the last exercise date, the rights pursuant to the Warrants have not been exercised, the outstanding Warrants shall be deemed and no longer exercisable.

2 Calculated at the date as of June 24, 2020, the total paid up share is subject to the change because the exercise of the warrants under ESOP – Grant I, ESOP – Grant II and ESOP – Grant III 118

6. Right of Shareholders in Opposing the Offer of Warrants to Directors and Employees pursuant to the Notification of the Capital Market Supervisory Board No. TorJor32/2551 dated December 15, 2008 Pursuant to Clause 9 of the Notification of the Capital Market Supervisory Board No. TorJor.32/2551, dated December 15, 2008, the issuance and offering of the Warrants to directors and employees shall be approved by the Shareholders’ Meeting with the vote of not less than three quarters of all votes of the shareholders attending the meeting and having the rights to vote and must not be opposed by shareholders with an aggregate number of shares exceeding 10 percent of all votes of the shareholders attending the meeting.

119

Attachment 10

(F 53-4) Share Allotment Report form SC Asset Corporation Public Company Limited 12th May 2020

We, SC Asset Corporation Public Company Limited, hereby report that the Board of Directors’ Meeting No.4/2019, held on May 12, 2 02 0 between 2.00 p.m. to 4.30 p.m., passed a resolution concerning the capital increase and share allotment as follows:

1. Allotment of new shares: According to the 2017 Annual General Meeting of Shareholders passed a resolution approving the increase of the Company’s registered capital from Baht 4,179,332,012 to Baht 4,379,332,012 by issuing 200,000,000 ordinary shares at par value baht 1 each, totaling Baht 200,000,000 in order to reserve for the exercise of warrants to be issued to the directors and employees of the Company and the subsidiaries (ESOP – Grant I, ESOP – Grant II and Grant III). Presently, the Company has allotted ordinary share in order to reserve for the exercise of warrant for ESOP – Grant I, ESOP – Grant II and ESOP – Grant III in the total amount of 107,280,000 shares; thus, the Company has remained its unpaid and unallotted shares in the amount of 92,720,000 shares for the reservation of exercising of warrants to be issued to the directors and employees of the Company and the subsidiaries. The Board of Directors’ Meeting passed a resolution approving the allotment of the Company’s unpaid share in the amount not exceeding 42,000,000 shares at par value of baht 1, totaling Baht 42,000,000 or 1.00 percent of the total paid-up capital shares, for the exercise of warrants to be issued to the Company’s directors and employees (ESOP-Grant IV). Such allotment will be proposed to the Annual General Meeting of Shareholders for their consideration and approval, details as follows: 1.1 The details of allotment Subscription Number Ratio Sale price and Allotted to Note of shares (old : new) (THB/share) payment period Existing Shareholders - - - - - General public - - - - - Other persons (specify) - - - - - Reserve for the exercise of Not exceeding 1 : 1 Exercise price is the weighted - - warrant issued to directors and 42,000,000 average closing price of the employees of the Company Company’s share traded on the and the subsidiaries (ESOP – Stock Exchange of Thailand during Grant IV) the period of 15 consecutive working days prior to the day of Shareholders’ Meeting.

Note: The details of the ESOP-Grant IV are shown in Attachment 9.

120

Provided that, the Executive Committee or the designated person(s) by the Executive Committee are authorized to consider and prescribed other details relevant to the issuance of the warrants, including seeking approval from the relevant authorities and performing any other necessary actions related to the issuance of the warrant.

1.2 The Company’s plan in case where there is a fraction of shares remaining -None-

2. Schedule for a shareholders’ meeting to approve the capital increase/ share allotment The 2020 Annual General Meeting of shareholders is scheduled to be held on July 29, 2020 at 14.00 hours at the Auditorium Room, 9th Floor, Shinawatra Tower III, No. 1010, Viphavadi Rangsit Road, Chatuchak Sub-district, Chatuchak District, Bangkok. The Company has set the Record Date for the shareholders who have the right to attend the shareholders’ meeting on June 15, 2020.

3. Approval of the share allotment by relevant governmental agency and conditions thereto The Company will register the increase of paid-up capital at the Ministry of Commerce when the warrants are exercised to ordinary shares and seek approval from the Stock Exchange of Thailand to list such ordinary shares as listed securities and trading in the Stock Exchange of Thailand.

4. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To reserve for the exercise of warrant to purchase the Company’s ordinary share issued to director and employees of the Company and the subsidiaries. The Company will use the proceeds from exercise of warrants as its working capital.

5. Benefits to the Company from the capital increase/share allotment: The objective is to motivate and reward the performance of directors and employees of the Company and the subsidiaries and to create the best interest to the Company and the subsidiaries. In addition, it is to retain the qualified directors and employees to work with the Company and the subsidiaries in the long term.

6. Benefits which shareholders will receive from the capital increase/share allotment: The objective is to motivate and reward the performance of directors and employees of the Company and the subsidiaries and to create the best interest to the Company and the subsidiaries. In addition, it is to retain the qualified directors and employees to work with the Company and the subsidiaries in the long term, finally resulting in improvement of performance of the Company and the subsidiaries.

The issued shared from exercise of warrants will have the same rights as that of the increased shares, previously issued, and be entitled to receive dividends from the date that their name are listed in the share register book submitted to the Minister of Commerce.

121

7. Schedule of action if the board of directors passes a resolution approving the capital increase/share allotment:

No. Procedures of the capital increase Date/Month/Year 1. The date of Meeting of the Board of Directors for the May 12, 2020 approval of issuance the warrant to director and employee of the Company and the subsidiaries as well as the approval of the share allotment to reserve for the exercise of warrant to purchase the Company’s ordinary share. 2. Notice the resolution of the Board of Directors’ Meeting to May 12, 2020 the Stock Exchange of Thailand 3. The Record Date to determine the shareholders who have June 15, 2020 the right to attend the 2020 Annual General Meeting of Shareholders 4. The date of 2020 Annual General Meeting of Shareholders July 29, 2020

The Company hereby certifies that the information contained in this report form is true and complete in all respects.

Signed -Signed- Authorized Representative (Mr. Somboon Kuptimanus)

122

Attachment 11

Profiles of the Independent Directors to act as Proxy for Shareholders No. 1

Mr. Precha Sekhararidhi (Age: 73 years) Address : 68/174, Mu Ban Pracha Niwet 4, Samakkhi Alley, Pracha Chuen Road, Tha Sai Sub-district, Mueang District, Nonthaburi Province Current Position : Director/ Chairman of the Corporate Governance and Sustainable Development Committee/ Chairman of the Risk Management Committee / Member of the Audit Committee (Independent Director) Appointment Date as Director : March 26, 2007 Tenure : 13 years Highest Education : Master Degree of Engineering, Asian Institute of Technology (AIT) • : Master Degree of Business Administration, Chulalongkorn University Training from IOD : Director Accreditation Program (DAP), Class 13/2004 : Director Certification Program (DCP), Class 97/2007 : Risk Management Program for Corporate Leaders (RCL), Class 2/2015 Illegal Record in Past 10 years : None Shareholding : Number of Share (s) 37,968 shares (Director/ Spouse / Minor Children) : Percentage per total voting rights 0.009% Close Relative of any Management Member/ : None Majority Shareholder / Subsidiaries Vested interest in agenda of the 2020 General : Being vested interests in agenda 7.3: To fix the remuneration of the Meeting of Shareholders Board of Directors Vested special interest in agenda of the 2020 General : None Meeting of Shareholders Working Experiences December 16, 2014 - Present Chairman of the Risk Management Committee, SC Asset Corporation Plc. January 12, 2012 - Present Chairman of the Corporate Governance and Sustainable Development Committee, SC Asset Corporation Plc. November 14, 2017 - Present Member of the Audit Committee, SC Asset Corporation Plc. March 26,2007 - Present Director, SC Asset Corporation Plc.

Holding a position of director / executive in other companies Other Listed Companies in SET 1989 - Present Managing Director M.D.X Public Company Limited Other Non-Listed Companies 2007 - Present Chairman of the Creatis International Company Limited Board of Directors 1995 - Present Director GMS Power Public Company Limited 1974 - Present Chairman of the Southeast Asia Technology Company Board of Directors Limited

123

• Other companies that compete with/related to None the Company that may cause conflict of interest Meeting Attendance in 2019 Number of Attendance / Number of Meetings The Board of Directors 7/7 The Audit Committee 9/9 The Corporate Governance and Sustainable Development 2/2 Committee The Risk Management Committee 4/4

Having the following interest with the Company / parent company / subsidiaries / affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being an executive that take part in managing day-to-day operation, or being an employee, or -No- advisor who receive a regular salary or fee, or a controlling person 2. Being a professional service provider (i.e. Auditor or Legal Consultant) -No- 3. Having the significant business relations that may affect the ability to perform independently -None- (such as purchase/sell of raw material/product/ loan providing/ or borrowing)

Contribution to the Company (the Performance in the Previous Year) 1. Reviewing the Company's financial statements to ensure they are accurate, reliable and have sufficient disclosure with the generally accepted accounting principles 2. Reviewing the efficiency and effectiveness of the Company's Internal Controls and Internal Audit procedures. 3. Regularly review good practices related to corporate governance and social & environmental responsibility so that the Company is able to develop its standard of governance to the international benchmark. 4. Monitor the application by the management on good corporate governance and social & environmental responsibility in project development for the sustainable growth of the Company 5. Consider and approve risk management policy and framework, risk assessment, directors, risk management measures, as well as relevant action plans on residual risks to assure that the Company maintains appropriate and acceptable risk management procedures 6. Monitor, oversee, and encourage all units to comply with the risk management framework and measures, as well as observe the prescribed action plans to assure that risks are kept at an acceptable level.

124

Profiles of the Independent Directors to act as Proxy for Shareholders No. 2

• Mr. Songsak Premsuk (Age: 62 years) Address : No. 9 Phuttha Bucha 20 Alley, Phuttha Bucha Road, Bang Mod Sub- District, ChomThong District, Bangkok

Current Position : Director/ Member of the Executive Committee / Member of the Corporate Governance and Sustainable Development Committee / Member of the Nomination and Remuneration Committee (Independent Director)

Appointment Date as Director : April 23, 2015 Tenure : 5 years Highest Education : Diploma Strategic Marketing Management Program, Harvard Business School, USA : Bachelor’s Degree from Faculty of Architecture, King Mongkut’s Institute of Technology Ladkrabang Training from IOD • : Director Accreditation Program (DAP) Class 9/2004 • : Ethical Leadership Program (ELP) Class 16/2019 Illegal Record in Past 10 years • : None Shareholding • : Number of Share (s) -None – (Director/ Spouse / Minor Children) • : Percentage per total voting rights - 0% - Close Relative of any Management Member/• : - None - Majority Shareholder / Subsidiaries Vested interest in agenda of the 2020 General• : Being vested interests in agenda 7.3: To fix the remuneration of the Meeting of Shareholders Board of Directors Vested special interest in agenda of the 2020 General• : None Meeting of Shareholders

Working Experiences December 11, 2019 - Present Member of the Nomination and Remuneration Committee, SC Asset Corporation Plc. May 13, 2015 - Present Member of the Executive Committee / Member of the Nomination and Remuneration Committee, SC Asset Corporation Plc. April 23,2015 - Present Director, SC Asset Corporation Plc. 2013 - 2015 Council Member, Institute for the Promotion of Teaching Science and Technology, Ministry of Education 2010 – 2014 Chairman of the Board of Director/ Director, Office of Knowledge Management and Development (OKMD) 2009 – 2014 President, Voice T.V. Co., Ltd. 2002 – 2007 Managing Director, ITV Plc.

125

Holding a position of director / executive in other companies Other Listed Companies in SET 2018-present Member of the Executive Praram 9 Hospital Public Company Committee Limited Other Non-Listed Companies 2007 - Present Director Thaicom Foundation Other companies that compete with/related to -None- the Company that may cause conflict of interest Meeting Attendance in 2019 Number of Attendance / Number of Meetings The Board of Directors 7/7 The Executive Committee 13/13 The Nomination and Remuneration Committee 2/2

Having the following interest with the Company / parent company / subsidiaries / affiliates or any legal entities that have conflicts, at present or in the past 2 years 1. Being an executive that take part in managing day-to-day operation, or being an employee, or advisor -No- who receive a regular salary or fee, or a controlling person 2. Being a professional service provider (i.e. Auditor or Legal Consultant) -No- 3. Having the significant business relations that may affect the ability to perform independently -None- (such as purchase/sell of raw material/product/ loan providing/ or borrowing)

Contribution to the Company (the Performance in the Previous Year) 1. To formulate the policies, business direction, strategies and the construction business management of the Company by reviewing the current, and future economic trends and competitive situation as previously outlined to shareholders and submit to the Board of Directors for their approval. 2. To monitor and follow up operations to ensure compliance with policies and other management directions of the Company for its operational efficiency. 3. Propose good practices and recommendations regarding corporate governance and social & environmental responsibility to the Company’s Board of Directors. The practices should be appropriate and in line with the Company’s business activities. 4. Encourage the Company’s directors, executives, and staff to always expand their knowledge on corporate governance and social & environmental responsibility for appropriate work application and uplift the standards of practice to those of international status and in accordance with recommendations from the relevant governing authority and agency. 5. Monitor the application by the management on good corporate governance and social & environmental responsibility in corporate development and in project development for the sustainable growth of the Company.

126

Attachment 12

The Company’s Articles of Association SC Asset Corporation Public Company Limited Articles of Association relating to the General Meeting of Shareholders Article 35 The board of directors shall arrange the Annual Ordinary Meeting of Shareholders within four (4) months from the last day of the fiscal year of the company. The Meeting of Shareholders other than that in the first paragraph shall be called An Extraordinary Meeting. Article 36 In summoning a meeting of the shareholders, the board of directors shall send notice of summon of the meeting specifying place, date, time, agenda of the meeting and the subject matters to be proposed to the meeting in reasonable details by clearly describing which matters are to be proposed for acknowledgement, approval or consideration. It shall also submit any comment of the board of directors thereof (if any). Such notice shall be sent to the shareholders and the registrar not later than seven (7) days prior to the date of the meeting and published by newspaper for three (3) consecutive days not later than three (3) days prior to the date of the meeting. The place of the meeting may be held in the province in which the Company’s headquarters is located or in any other places as specified by the board of directors. Article 39 In the shareholder meeting, the Chairman shall preside over the meeting. If the Chairman is not present at the meeting or is unable to perform his/her duty, The Vice-Chairman shall preside over the meeting. If there is no the Vice-Chairman position or there is the Vice-Chairman but his/her is not preset or is unable to perform his/her duty, the meeting shall elect one shareholder who attends the meeting to preside over the meeting. Article 41 The matters to be considered at the Annual General Meetings are: (1) To consider the board of directors’ report on the operating results of the company for a previous year; (2) To approve the balance sheet and the profit and loss account; (3) To approve the contribution of the profit and the distribution of dividends; (4) To consider the election of directors replacing those retired by rotation and the determination of directors’ remuneration; (5) To consider of the appointment of the auditor and to determine his/her remuneration; and (6) Any other matter Articles of Association relating to Quorum Article 37 In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five persons or not less than one half of the total number of shareholders and in either case such shareholder shall hold shares amounting to not less than one-third of the total number of shares sold of the company. In the event at any meeting of shareholders, after one hour from the time fixed for the meeting commencement, the number of shareholders present is still not enough to form a quorum as required, if such meeting of shareholders was requested for by the shareholders, such meeting shall be revoked. If such meeting of shareholders was not called for by the shareholders, the meeting shall be called for again and in the latter case notice of the meeting shall be delivered to shareholders not less than 7 days before the meeting. In the subsequent meeting no quorum is required

127

The Company’s Articles of Association SC Asset Corporation Public Company Limited Articles of Association relating to Proxy and Voting Article 38 At a meeting of shareholders, the shareholder may appoint any other person who is “sui juris” as proxy present and voting on his behalf. The proxy form must be dated and signed by the principal and according to the form as prescribed by the Registrar. The proxy form must be submitted to the board chairman or other person designated by the board chairman at the meeting place before the proxy attending the meeting.

Articles of Association relating to Voting Procedure Article 40 For voting in the shareholder meeting, one share shall be one vote. Any shareholder who has a special interest in any matter shall not be entitled to vote on such matter except for voting on the election of directors. A resolution of the shareholder meeting shall require: (1) In an ordinary event, the majority vote of the shareholders who attend the meeting and cast their votes. In case of a tie vote, the chairman of the meeting shall have casting vote. (2) In the following events, a vote of not less than three quarters of the total number of votes of shareholders who attend the meeting and have the right to vote : (a) the sale or transfer of the whole or important parts of the business of the company to other persons; (b) the purchase or acceptance of transfer of the business of other private companies or public companies by the company; (c) the making, amending or terminating of contracts with respect to the granting of a lease of the whole or important parts of the business of the company, the assignment of the management of the business of the company to any other persons or the amalgamation of the business with other persons with the purpose of profit and loss sharing; (c) amendment of Memorandum of Association or Articles of the company; (d) increase or decrease the company’s register capital; (e) dissolution of the company; (f) debenture issuance of the company; (g) amalgamation of the company. Articles of Association relating to the distribution of dividends Article 46 No dividends shall be paid otherwise than out of profits. In case the Company still sustains an accumulated loss, no dividends shall be paid. Dividends shall be distributed according to the number of shares in equal number for each share. The payment of dividends must be approved by the resolution of the meeting of the shareholders. The Board of Directors may pay interim dividends to shareholders at each time they consider that the Company has an appropriate profit and inform shareholders at the subsequent meeting. The payment of dividends shall be made within one (1) month from the date the resolution is passed by the meeting of the shareholders or the meeting of the Board of Directors’ resolution as the case may be. The notice of such payment shall be delivered to shareholders and announced in a newspaper for at least three (3) consecutive days. 128

The Company’s Articles of Association SC Asset Corporation Public Company Limited Articles of Association relating to the election of director Article 18 The company shall have a board of directors comprising at least five (5) directors but not more than fifteen (15) directors to conduct the business of the company, not less than half of whom shall reside within the Kingdom with qualification as described by law. Article 19 The directors shall be elected at the shareholder’s meeting in accordance with the following rules and procedures: (1) Each shareholder shall have a number of votes equal to the number of shares held. (2) Each shareholder may exercise all the votes he or she has under (1) to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may allot his or her votes to any person in any number. (3) After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the remaining appointments shall be made by the chairman. Article 20 At every annual general meeting of shareholders, one-third (1/3) of the directors shall retire from office at such time. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall retire. A director who vacates office under this Section may be re-elected. The directors retiring from office in the first and second years after the registration of the company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall retire. Article 24 In case a directorship becomes vacant otherwise than by rotation, the board of directors shall elect a person who has a qualification and who is not disqualified under the law of Public Company Limited and the law of Securities and Stock Exchanges as replacement at the following meeting of the board of directors. Unless the remaining duration of the director’s term of office is less than two (2) months, the person so appointed shall retain his office during such time only as the remaining director was entitled to retain the same. The resolution of the board of directors under the first paragraph must be supported by a vote of not less than three-fourths (3/4) of the remaining directors. Article 25 Directors may or may not be shareholders of the company. Article 26 A director is entitled to receive the remuneration from the company according to the consideration of the meeting of shareholders and has the resolution not less than two-thirds (2/3) of all votes of the shareholders present at the meeting. Such remuneration may be at fixed amount or specified from time to time or let it being enforced unless otherwise approved by the meeting of shareholders. Moreover, the director is also entitled to a per diem and any fringe benefit according to the regulations of the company. The provision in the first paragraph shall not affect the rights of an officer or an employee, who has been appointed to be a director, to receive the remuneration and benefits in his capacity as an officer or an employee of the company.

129

Attachment 13

Procedures for Attending the 2020 Annual General Meeting of Shareholders

Shareholders of SC Asset Corporation Public Company Limited

Presenting in Person Presenting by Proxy

At the registration desk Registration At the registration desk Shareholders by applying Proxy holder (Start at 12.00 hours) Barcode (Start at 12.00 hours) System Proxy forms are verified

Present the identification card Present: 1. The proxy form 2. Identification card of proxy holder 3. Copy of identification card of grantor (certified true copy)

Receive the ballot paper

Enter the meeting room

The Chairman starts the Meeting. (at 14.00 hours)

The Chairman proposes the agenda items in sequence. In the agenda that must be voted on Shareholder inquire an individual basis, the voting ballots will be collected from all shareholders attending the meeting (regardless of In case of objection or abstention, the shareholders / proxy holders whether the shareholders agree, are required to raise their hands and mark on the ballot paper disagree or abstain) (for objection or abstention).

The staff will collect the ballot papers only from shareholders / An independent legal consultant will proxy holders who cast the votes for objection and abstention. be invited to participate in the The votes are counted Meeting in order to facilitate the meeting to proceed in a transparent and lawful manner and in accordance The Chairman announces the voting results to the Meeting with the laws and the Company’s Article of Association.

130

Attachment 14

Precautionary Measures and Guidelines for attending the 2020 Annual General Meeting of Shareholders regarding the outbreak of Coronavirus 2019 (“COVID-19”)

As SC Asset Corporation Public Company Limited has scheduled to hold the 2020 Annual General Meeting of Shareholders on Wednesday July 29, 2020 at 14.00 hours., at Auditorium Room, 9th Floor Shinawatra Tower III No. 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok, details of which appear in the Notice of the 2020 Annual General Meeting of Shareholders according to the QR Code. However, as this Annual General Meeting of Shareholders will be held during the outbreak of the novel coronavirus 2019 (“COVID-19”) and although the current situation of the outbreak has been partially resolved, there is a need for jointly prevention the outbreak. In this regard, the Company is determined to organize the meeting in a way that ensures maximum safety, the Company is therefore introducing Precautionary Measures and Guidelines for attending the 2020 Annual General meeting of Shareholders regarding the outbreak of Coronavirus 2019 (“COVID-19”) and would like to request the cooperation of all shareholders / proxies attending the meeting to strictly follow the Precautionary Measures and Guidelines for the health and safety reason as follows; 1. Shareholders, especially the elderly, are requested to cooperation to appoint independent directors as designated by the Company appeared in Attachment 11 as your proxies instead of attending the meeting in person. To do so, please complete the Proxy Form (Form B) and submit it along with accompanying documents for proxy appointment in the envelope enclosed with the Notice (no stamp needed) to the Company Secretary Department, SC Asset Corporation Public Company Limited, 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 by July 28, 2020. 2. Shareholders are welcome to submit relevant questions regarding the meeting and agenda items prior to the Annual General Meeting of Shareholders using the advance question submission form provided herewith as Attachment 15 starting from today until July 28, 2020 through the following channels: Mailing Address : by placing the completed form in the envelop enclosed with the Notice (no stamp needed) to the Company Secretary Department, SC Asset Corporation Public Company Limited, 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 or Email : [email protected] 3. To facilitate shareholders who cannot attend the meeting in person, live broadcasting of the Meeting is available at www.scasset.com for their acknowledgment of resolution. During the meeting, shareholders, who watch live broadcast at the Company’s website, are allowed submit the inquiries via Live Chat by clicking the icon . This icon can be found at the left bottom of the screen while live broadcasting. Any shareholders who wish to submit the inquiries during the meeting, please notify by typing Name – Surname and Number of Shares together with question (s) for each agenda for verification. After verification, if it relates to agenda, such questions will be raised to answer and recorded in the minute as if shareholders attend in person.

131

4. Please be informed that Shinawatra Tower III establishes strict screening and preventive measures for all who enter into the building as follows; - Any person who enter into the building or visitors are required to wear face mark before entering into the building, provided that any individual, who does not wear face mark, is not allowed to enter into the building in any case. In this regard, wearing face mask is required at all time when inside the building. - Any person who enter into the building or visitors must undergo thermal screening before entering the building, those detected with a body temperature of over 37.5 degrees Celsius is not allowed to enter into the building. - Using of elevator will be limited for number of people in each round for the purpose of social distancing and reducing congestion. 5. To prevent and mitigate the risk of spreading of COVID – 19, shareholders, who desire to attend the meeting in person, are requested to cooperate following the Company’s Precautionary Measures and Guidelines for the Meeting as follows; - In order to avoid crowded meeting area, the Company has organized the meeting venue with appropriate social distancing of 1 meter in various areas, which are temperature – screening points, registration counters as well as limited number of available seats in the meeting room. As such, the meeting room will be able to accommodate only approximately 80 seats for shareholders / proxies (“attendees”). All attendees must sit only in their designated seat. Once the seats are fully occupied, shareholders, who attend the meeting in persons, are required to grant proxy to the Company Independent Directors to attend the meeting instead. - All attendees must fill out the reporting for the shareholders attending the meeting for COVID – 19 screening form, and are required to provide accurate information for the purpose of preventing COVID – 19 transmission. Please also noted that concealment of health information or traveling record could be considered as the violation of the Communicable Diseases Act B.E. 2558. - Any individual with a body temperature of 37.5 degrees Celsius and over, who is not allowed to enter into the building, or any individual showing symptoms of cough, sore throat, runny nose, shortness of breath or has been in contact with a confirmed or suspected COVID – 19 case or has travelled or has transited including or had close contract with people who travel from any disease infected countries as notified by the Ministry of Public Health during the last 14 before the meeting date is not allowed to attend the meeting. For those who cannot attend the meeting due to the reasons explained above are able to appoint the Company’s Independent Directors as their proxies to attend the meeting including submitting the relevant questions regarding the meeting and agenda item to the staffs. - All attendees must wear face masks at all time while attending the meeting and clean their hands with soap or alcohol gel provided by the Company at several service points. 6. No snack and beverages will be served, but the bottle of water will be provided in order to reduce the risk of the spread of COVID – 19. Eating and drinking is not allowed while in the meeting venue or meeting room. 7. No infected person has been found in Shinawatra Tower III. The Company has been maintained regular cleaning of the equipment, facilities and meeting room, which is Auditorium Room, 9th floor, to prevent and control the spread of virus and will be sterilized the meeting room before using in order to prevent the spreading the virus. 132

Attachment 15

Question Form for 2020 Annual General Meeting of Shareholders of SC Asset Corporation Public Company Limited

Date...... I, (Mr./Mrs./Ms.)...... Address...... Telephone No...... E-mail………………………………………………..being a shareholder of SC Asset Corporation Public Company Limited, holding the total amount...... share(s) would like to submit question(s) of agenda for the 2020 Annual General Meeting of Shareholders as follows: ......

Signed...... Shareholder ( )

Remarks:: Please submit the completed “Question Form” within July 28, 2020 via - Mailing Address: by placing the completed form in the envelop enclosed with the Notice (no stamp needed) to the Company Secretary Department, SC Asset Corporation Public Company Limited, 1010 Viphavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok 10900 or - Email: [email protected]

133

Attachment 16

134

Duty Stamp of 20 Baht Attachment 17 is required Proxy (Form A.)

Written at

Date Month Year

1. I/We nationality Address

2. being a shareholder of SC Asset Corporation Public Company Limited (“Company”) holding the total amount of share(s) and have the rights to vote equal to vote(s) as follows: □ ordinary share share(s) and have the right to vote equal to vote(s) □ preference share share(s) and have the right to vote equal to vote(s)

3. Hereby appoint □ Name age years, residing at Road Tambol/Khwaeng Amphur/Khet Province Postal Code or

only one person from above as my/our proxy to attend and vote on my/our behalf at the meeting of the Annual General Meeting of Shareholders for the year 2020 on Wednesday July 29, 2020 at 14.00 hrs. at the Auditorium Room, 9th Floor, Shinawatra Tower 3, No. 1010 Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok or such other date, time and place as the meeting may be adjourned.

Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.

Signed Grantor ( )

Signed Proxy ( )

Signed Independent Director Proxy ( )

Remark 1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes.

135

Duty Stamp of 20 Baht is required Proxy (Form B.)

Written at

Date Month Year

1. I/We nationality Address

4. Hereby appoint □ Name age years, residing at Road Tambol/Khwaeng Amphur/Khet Province Postal Code or

5. In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:

Agenda No. 1 Matters to be informed - There was no voting for this agenda -

Agenda No. 2 To consider and adopt the Minutes of the 2019 Annual General Meeting of Shareholders held on 25 April 2019.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

136

Agenda No. 3 To consider and certify the Board of Directors’ report on the operating performance of the Company for the year 2019.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 4 To approve the 2019 financial statement for the year ended December 31, 2019.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 5 To acknowledge the report of Interim Dividend Payment - There was no voting for this agenda -

Agenda No. 6 To consider and approve the appointment of the auditor and to fix the audit fee for the year 2020.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 7 To approve the election of directors replacing those retired by rotation, the designation of the authorised directors and the remuneration of the directors for the year 2020.

7.1 To approve the election of directors replacing those retired by rotation  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows: ❑ Election of certain directors:

(1) Mr. Kunodom Tharmmaphornphilas  Approve  Disapprove  Abstain

(2) Mr. Prasert Samanawong  Approve  Disapprove  Abstain

(3) Mr. Attapol Sariddipuntawat  Approve  Disapprove  Abstain

7.2 To determine the authorized directors of the Company  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

137

7.3 To fix the remuneration of the Board of Directors  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 8 To approve SC Expedition Company limited as the Company’s subsidiary, to enter into land lease agreement in Pattaya area, Chonburi Province, which is classified as Acquisition of Assets and Connected Transactions.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 9 To approve the issuance and offering the warrants to purchase the Company’s ordinary shares (“Warrant”) to directors and employees of the Company and Company’s subsidiaries, in the amount not exceeding 42,000,000 units (ESOP Grant IV)  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 10 To approve the allotment of newly issued ordinary shares in the amount not exceeding 42,000,000 shares at the par value of Bath 1 (One) each, to be reserved for the exercise of the warrants (ESOP Grant IV).  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

Agenda No. 11 To approve the amendment of the Company’s objectives, by adding the new clauses as carry out E-Commerce (Electronic Commerce) business including service of receiving electronic payment, and the amendment of Article 3 of the Company’s Memorandum of Association to be in line with the amendment of the Company’s objective  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:

 Approve  Disapprove  Abstain

Agenda No. 12 To approve the amendment Article 36. of the Company’s Articles of Association regarding Shareholders Meeting Via Electronic Conferencing.  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:

 Approve  Disapprove  Abstain

138

6. Any agenda voting of the proxy which is not complied with this letter shall be deemed as incorrect voting and it shall not be my voting in term of a shareholder.

7. In case I/we do not specify my/our intention to vote in any agenda or not clearly specify or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

8. Other statements or evidences (if any) of the proxy

Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves. Unless the proxy does not vote as I stated in the proxy.

Signed Grantor ( )

Signed Proxy ( )

Signed Independent Director Proxy ( )

Remark 1. The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes.

2. In agenda of director election, director will be elected individually.

3. In case of agenda for consideration in the Meeting is more than above stated, it can be specified in the attached supplemental proxy form B.

4. If there is any rule or regulation requiring the proxy to make any statement or provide any evidence, such as the case that the proxy has interest in any matter which he/she attends and votes at the meeting, he/she may mark the statement or provide evidence by specifying in clause 7.

139

Supplemental Proxy Form

The proxy is granted by a shareholder of SC Asset Corporation Public Company Limited.

For the Annual General Meeting of Shareholders for the Year 2020 shall be held on Wednesday, July 29, 2020 at 14.00 hrs., at the Auditorium, 9th Floor, Shinawatra Tower 3, No.1010 Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok or such other date, time and place as the meeting may be adjourned.

 Agenda Re :  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:  Approve  Disapprove  Abstain

140

 Agenda Re : Elect of directors

Name of Director ......  Approve  Disapprove  Abstain

I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects.

Signed Grantor ( )

Signed Proxy ( )

Signed Independent Director Proxy ( )

141

Duty Stamp of 20 Baht is required Proxy (For Custodian) (Form C.)

Written at

Date Month Year

1. I/We nationality

Address

in the capacity of a Depository and Trustee (Custodian) for being a shareholder of SC Asset Corporation Public Company Limited (“Company”) holding the total amount of share(s) and have the rights to vote equal to vote(s) as follows: □ ordinary share share(s) and have the right to vote equal to vote(s) □ preference share share(s) and have the right to vote equal to vote(s)

2. Hereby appoint □ Name age years, residing at Road Tambol/Khwaeng Amphur/Khet Province Postal Code or

□ Independent directors Mr. Precha Sekhararidhi (independent director) Age 73 years, Address: No. 68/174, Mu Ban Pracha Niwet 4 , Samakkhi Alley, Pracha Chuen Road, Tha Sai Sub-district, Mueang District, Nonthaburi Province or, Mr. Songsak Premsuk (independent director) Age 62 years, Address: No. 9 Phuttha Bucha 20 Alley, Phuttha Bucha Road, Bang Mod Sub-District, ChomThong District, Bangkok only one person from above as my/our proxy to attend and vote on my/our behalf at the meeting of the Annual General Meeting of Shareholders for the year 2020 on Wednesday July 29, 2020 at 14.00 hrs. at the Auditorium Room, 9th Floor, Shinawatra Tower 3, No. 1010 Vibhavadi Rangsit Road, Chatuchak Sub-District, Chatuchak District, Bangkok or such other date, time and place as the meeting may be adjourned. 3. In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:  equal to all of the number of shares held by me/us and have the right to vote in accordance  proxy a part of  ordinary share share(s) and have the right to vote equal to vote(s)  preference share share(s) and have the right to vote equal to vote(s)

Totalling Vote(s) 4 In this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows:

Agenda No. 1 Matters to be informed - There was no voting for this agenda -

142

 Approve vote(s)  Disapprove vote(s)  Abstain vote(s)

Agenda No. 5 To acknowledge the report of Interim Dividend Payment - There was no voting for this agenda –

 Approve vote(s)  Disapprove vote(s)  Abstain vote(s)

Agenda No. 7 To approve the election of directors replacing those retired by rotation, the designation of the authorised directors and the remuneration of the directors for the year 2020.

❑ Election of certain directors: (1) Mr. Kunodom Tharmmaphornphilas  Approve vote(s)  Disapprove vote(s)  Abstain vote(s) (2) Mr. Prasert Samanawong  Approve vote(s)  Disapprove vote(s)  Abstain vote(s) (3) Mr. Attapol Sariddipuntawat  Approve vote(s)  Disapprove vote(s)  Abstain vote(s) 143

Agenda No. 8 To approve SC Expedition Company limited as the Company’s subsidiary, to enter into land lease agreement in Pattaya area, Chonburi Province, which is classified as Acquisition of Assets and Connected Transactions..  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:

 Approve vote(s)  Disapprove vote(s)  Abstain vote(s)

Agenda No. 11 To approve the amendment of the Company’s objectives, by adding the new clauses as carry out E- Commerce (Electronic Commerce) business including service of receiving electronic payment, and the amendment of Article 3 of the Company’s Memorandum of Association to be in line with the amendment of the Company’s objective  (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.  (b) To grant my/our proxy to vote at my/our desire as follows:

 Approve vote(s)  Disapprove vote(s)  Abstain vote(s)

144

 Approve vote(s)  Disapprove vote(s)  Abstain vote(s)

5. Any agenda voting of the proxy which is not complied with this letter shall be deemed as incorrect voting and it shall not be my voting in term of a shareholder. 6. In case I/we do not specify my/our intention to vote in any agenda or not clearly specify or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects. 7. Other statements or evidences (if any) of the proxy

Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.

Signed Grantor ( )

Signed Proxy ( )

Signed Independent Director Proxy ( )

Remark 1. This Proxy Form C is designed for shareholders who recorded as foreign shareholders and have appointed a Custodian to act as their Depository and Trustee in Thailand. 2. Documentary evidences required to be enclosed together with this proxy are as follows: (1) A Shareholder’s power of attorney which authorizes the Custodian to sign the proxy on his/her behalf. (2) A letter of certification confirming that the person who signed the proxy has been authorized to engage in a custodian business. 3. Where more than one proxy is appointed, only one proxy is allowed to attend the meeting and cast the votes on behalf of the appointing shareholder. No voting shares can be split to more than one proxy for voting purpose. 4. With respect to the agenda appointing directors, it is optional to elect all or any of the proposed directors. 5. In case of agenda for consideration in the Meeting is more than above stated, it can be specified in the attached supplemental Proxy Form C.

145

Supplemental Proxy Form

The proxy is granted by a shareholder of SC Asset Corporation Public Company Limited.

146

 Agenda Re : Elect of directors

Name of Director ......  Approve  Disapprove  Abstain

I/We certify that the statements in this Supplemental Proxy Form are correct, complete and true in all respects.

Signed Grantor ( )

Signed Proxy ( )

Signed Independent Director Proxy ( )

147

Attachment 18 DOCUMENTS OR EVIDENCE SHOWING AN IDENTITY OF THE SHAREHOLDER OR A REPRESENTATIVE OF THE SHAREHOLDER

In order to promote transparency, fairness and benefits for the shareholders, the Company therefore impose procedures on review of documents and evidence identifying shareholders and proxies eligible to register, attend and vote at the Meeting as follows;

For your convenience in registration, please kindly bring the Registration Form which a Barcode has been affixed on the date of the Meeting, and present the following documents (as the case may be) before attending the meeting 1. Person 1.1 Personal Attendance: Identification card or an official document issued by government authorities e.g. government officer identification card, driver license or Passport supported by any documents in case of change thereto. 1.2 Proxy: • Any Proxy Form, either Form A or Form B duly filled in and signed by shareholder and proxy • A copy of Identification Card issued by competent authorities duly certified shareholder • An original or copy of Identification Card issued by competent authorities duly certified by proxy. 2. Juristic Entity 2.1 Personal attendance by shareholder representative: • A copy of a company certificate issued by Department of Business Development, Ministry of Commerce and duly certified by authorized director(s) who attends the meeting showing that the shareholder representative (authorized director) has the authority to act on behalf of the juristic person shareholder; • An original (s) or copy (ies) of Identification Card or issued by competent authorities duly certified by such authorized director(s). 2.2 Proxy: • Any Proxy Form (either Form A or Form B) duly filled in and signed by authorized director(s) of shareholder and proxy • A copy of a company certificate issued by Department of Business Development, Ministry of Commerce and duly certified by authorized director(s); • A copy (ies) of Identification Card or others issued by competent authorities to authorized director(s) duly certified by him/her/them; • An original (s) or copy (ies) of ID Card or others issued by competent authorities to proxy duly certified by proxy.

3. For Foreign Investor appointing the Custodian in Thailand: • In case Custodian appointed as depositary by foreign investors, documents as under juristic entity 2 shall be applied by selecting one of any Proxy Form (either Form A, Form B or Form C) duly filled in and signed by shareholder and proxy; • In the event custodian has been authorized to sign on proxy, the following documents shall be produced: 1) A power of attorney appointing such custodian to sign on proxy; 2) A confirmation letter that signatory has been licensed to engage in custodian business.

A copy of the documents must be certified true copy. In case of any documents or evidence produced or executed outside of Thailand, such documents or evidence should be notarised by a notary public. In case the original documents are not in English, the English translation shall be prepared and certified true and correct translation by the shareholder or the authorized person (as the case may be) of juristic person shareholder.

148

Proxy Procedures

In case the shareholders cannot attend the meeting in person, the shareholders can appoint a person as their proxy, the proceedings shall be conducted as follows;

1. The Company attaches to the Notice a Proxy Form B. which prescribes certain particulars pursuant to the Notification of the Department of Business Development. 2. Shareholders may apply either Form A or B while foreign investors appointing custodians as depositary in Thailand can select Form A, B or C. In the event shareholders wish to apply a Proxy Form A. or Proxy Form C., both Forms can be downloaded from the Company www.scasset.com under the menu of Investor Relations » Shareholder Information » Shareholder Meeting. 3. A proxy is given to any person or Company’s independent directors as desired by such the shareholder by indicating the name and particulars of such person, who is to act as a proxy or making a mark in front of the independent directors’ names as stated in the proxy form. A proxy is given to the Company’s independent directors can only use the Proxy Form B. 4. Twenty-baht worth of duty stamp is affixed with the date crossed out on the proxy for legal validity. However, the registered proxy is given with convenience in affixing the duty stamps by the Company 5. The proxy is requested to have the true and genuine proxy with documentation in the envelop enclosed with the Notice to the Company Secretary Department. Should you have any query, please contact no. 02-949-2414 or 02-949-2204 by July 28, 2020 for examining the documents.

149