1. The company has assigned Thailand Securities Depository to act as company’s securities registrar in order to facilitate shareholders to proceed with securities registration of company
2. In the formulation of Shareholders Meeting, the company will not schedule meeting on public holidays and commercial bank holidays by specifying as appropriate time 08.30 – 5.00 pm as located in Bangkok

Therefore, in 2025, the Company has scheduled 1 time of Annual General Meeting of Shareholders on Wednesday, April 30, 2025 started at 2.00 PM via E-meeting only according to the Electronic Media Conference Act B.E.2563, and other related laws and regulations. This was considering to be a meeting at Capital Engineering Network Public Company Limited, No. 1011 Supalai Grand Tower, 17th Floor, Room 1703,1704, Rama 3 Road, Chongnonsi, Yannawa, Bangkok 10120.

(Note: The Company holds an E-Meeting of Shareholders via the SET's DAP e-Shareholder Meeting system)

• The company has play importance roles in every issue as defined law and may have an impact on the company’s business direction by specify clear agendas to certify, acknowledge, consider thus each agenda in invitation letter included objective, reasons and comments from Board of Directors clearly defined along with supporting documents for consideration by the shareholders thus agenda in shareholders meeting as importance are as follows:
• Agenda related to directors:  appointment of directors and compensation for directors
• Appointment of Director: companies allow shareholders to elect directors to the right people. The basic information of the person who is nominated for the election of directors together with specify the position in other companies If a company is defined by the operator which has the same nature and in competition with the business of the company. Number of participant the Board of Directors meetings by consideration from Boards which are suitable for a wide range of professional qualifications, experience and expertise with a moral vision, an unblemished track record, independently including performance as directors in the past. The Company shall appoint a Nominating Committee
• Remuneration for Directors: Remuneration Committee has considered on amount of compensation and allocated by consideration of time attended the meeting as refine details of appropriate reasons and compare with same kind of reference from industry and economic conditions in accordance with policies and criteria for determining the remuneration. By this, company has proposed remuneration to shareholders meeting for approval annually divided into compensation as money is the meeting allowances and no pay for other benefits  and disclose remuneration individually in annual report as title of “Shareholding Structure and Management No.2 Management Structure as sub title of Remuneration of Directors and Executives” and Form56-1 title of “8.4 Remuneration for Directors and Executives”
• To appoint company’s auditor and Auditor fees: Details on the name of Auditor Company, Independence Relationship with the company, number of years served, compares the remuneration of the auditor during the current year by passed and other fee of services from accounting office as auditor belong to both company and subsidiaries. By this, it passed consideration from company’s Audit Committee which has disclosed in the annual report in the title of “Remuneration fee of Auditor” and Form 56-1 No. “9.6 Remuneration fee of Auditor”
• Allocated of Profit and Dividend Payment: The detail of this has shown in allocation of profit, Dividend Payment under The Company’s dividend policy and comparison of dividend payment during the year together with schedule record date and close registration book for shareholders to be allocated for dividend payment

 

3. In every shareholders meeting, company has sent invitation letter to shareholders meeting together with related documents and comments from Board of Directors in each agenda. In addition, company has disclose invitation letter and related documents both Thai and English version in advance for shareholders to have more time to consider on the website

 

4. The company has set Annual General Meeting of Shareholders 1 time per year at reasonable place within 4 months (120 days) from end of fiscal year: The company has sent notice of meeting together with related documents with sufficient complete details as shown background details and comment from Board of Directors each agenda in both Thai and English version as well as practice in accordance to AGM Checklist by following details:

• Date, Time and Place held Shareholder meeting
• Minute of last shareholder meeting
• Annual Report together with Financial Statement
• Agendas; each agenda propose to shareholder for consideration such as To consider, To approve, To consider the election, To appoint
• The appointment of directors It consists of information of persons nominated to be directors in place of those who are due to retire by rotation such as age, educational background, training course, work experiences at the present and passed, Number of listed companies and general companies that hold position of directors, job expertise, illegal record in 5 years, transaction history that may cause conflicts in the past year, information for consideration of election of independent directors
• Agenda for consideration of remuneration of directors and sub-committee consists of compensation information of directors and sub-committee, credit limited, actual amount use in past year compared of 2 years, policy and criteria for remuneration both in monetary, other compensation and comment from remuneration committee
• Agenda for appointment of auditor and determination of remuneration for directors consists of auditor information compared of 2 years and opinion of the audit committee
• Article of Association related to shareholders meeting
• Documents and evidence that attendees must present before attending the meeting, method of proxy for registration and voting method in shareholders meeting
• Information about the independent directors nominated by the shareholders to be proxies
• Definition of Independent Director
• Map of venue of Shareholders meeting
• Proxy Form Type A (General Form) and Proxy Form Type B (Specific Details Form) for shareholders who are unable to attend the meeting by themselves could give proxy to Independent Director or any person as specified to be a proxy or choose any proxy type A or C (choose one) which can be download all 3 types at company website www.cenplc.com. The Company has also notified the guidelines for dissemination through the Stock Exchange of Thailand.

 

For shareholders who are institutional investors or shareholders who are foreign investors and appoint Custodian in Thailand as depositary and custodian of shares. The Company arranges for the necessary documents and evidence to be submitted in advance, facilitating a convenient and swift registration process on the day of the meeting.

• Requesting Form of Annual Report in paper format

 

5. The company announced the resolution of the Board of Directors to hold the Annual General Meeting of Shareholders for the year 2025 on 21 March 2025 and published the invitation letter for the Annual General Meeting, including the agenda and meeting details in both Thai and English, starting from 2 April 2025, which is 28 days in advance of the meeting date, via the system of the Stock Exchange of Thailand, so that shareholders can allocate time to attend the meeting.

 

6. The company published an advertisement in the Khao Hoon newspaper for three consecutive days, six days prior to the meeting, from 21–23 April 2025, to provide sufficient advance notice to shareholders for preparation before attending the meeting.
7. If shareholders could not attend the meeting, company has send proxy as in accordance to Ministry of Commerce together with invitation letter to shareholders meeting for shareholders wishing to appoint a proxy to attend instead by choosing to appoint either a person as a proxy or one of company's independent directors to attend the meeting on their behalf. In order to protect the rights of shareholders. At the 2025 Annual General Meeting of Shareholders on Wednesday, April 30, 2025, there were proxies for independent directors and audit committees and proxy for other persons to vote on their behalf, as follows:

 

The company published an advertisement in the Khao Hoon newspaper for three consecutive days, six days prior to the meeting, from 21–23 April 2025, to provide sufficient advance notice to shareholders for preparation before attending the meeting.

Details		AMOUNT (ราย)	AMOUNT หุ้น	proportion percentage
Shareholders according to the registrar		2,147	745,161,929	100.00
	Shareholders attended the meeting	30	506,910,011	68.03
	-            เข้าร่วมประชุมด้วยตนเอง ผ่านระบบ Online	0	0	0.00
	-          มอบฉันทะ	30	506,910,011	68.03
Proxies given to Independent Directors and Audit Committee		30	506,910,011	68.03
Proxies given to others		1	100.00	0.00

 

8. The voting rights in meeting are determined according to number of shares held by shareholders as one share equal to one vote   (all company share are common shares) and no shares have special privileges to limit rights of other shareholders. Each shareholder can vote on each agenda as "agree", "disagree" or "abstain" in full according to their votes only. The number of their shares cannot be divided into votes except in the case of custodians. The voting method will be as detailed in the invitation letter of the general meeting of shareholders.   
9. Every shareholders meeting, documents and evidence that shareholder or their representatives must present before attending the meeting, method of proxy registration as determined by company; a guideline as required by law and regulatory agencies such as The Stock Exchange of Thailand and Securities and Exchange Commission
10. The company has more channels to disclose information related to invitation to shareholders meeting together with same documents as send to shareholders includes rules and regulations related to shareholders meeting in both Thai and English version on company website www.cenplc.com 30 days in advance thus so shareholders have times to consider with completed and enough details.cenplc.com) การล่วงหน้าก่อนวันประชุมอย่างน้อย 30 วัน เพื่อให้ผู้ถือหุ้นมีเวลาพิจารณาวาระที่สำคัญต่าง ๆ อย่างเพียงพอ โดยข้อมูลดังกล่าวมีรายละเอียดอย่างครบถ้วนและเพียงพอ

 

In 2025, the company has schedule shareholders’ meeting on Wednesday April 30, 2025 and public invitation letter and related documentation through company website in both Thai and English version dated April 2, 2025 as 28 days before meeting date.

 

11. The company gave Thailand Securities Depository (TSD) as company registrar to deliver invitation letter to shareholders meeting together with related documents before meeting date not less than 14 days.

 

The 2024 Annual General Meeting of Shareholders dated Tuesday April 30, 2025, TSD has delivered Invitation Letter of Shareholders dated April 15, 2025 which is 15 days in advance.

 

In case of foreign shareholders or institution; company has sent invitation letter together with related documents (both Thai and English version) in order to encourage all type of shareholders and investor to attend the meeting

 

12. In shareholders’ meeting, the company has set up in accordance to law and aware of convenience, right and equality of shareholders. Since the general meeting of shareholders for the year 2024 is an E-Meeting, the Company has informed the shareholders of the registration and detailed electronic voting procedures in advance along with the invitation.

 

13. Each shareholders’ meeting; before starting meeting in accordance to agenda – Company Secretary is responsible to notify number and proportion of shareholders attending meeting Include explanation on voting method, how to count votes of shareholders in each agenda in accordance to rule and Article of Association, introduce Board of Directors, subcommittee, top management as attend the meeting as well as Certified Public Accountant of company for the year 2025 in totaling of 2 people namely Miss Susan Eiamvanicha and Miss Rossarin Apiwang from SP Audit, Legal Advisor namely Mr. Uthai Klangpimai, the officers from the Stock Exchange of Thailand (SET) were Ms. Pimpida Niwatpumin, Ms. Juthathipaya Khaowiset, Ms. Sanichon Mahasangsawan and there were representatives of shareholder rights protection from the Thai Investors Association to observe as well. Subsequently, the Chairman of the Board, acting as the chairman of the meeting, opened the meeting.

 

14. The Board of Director give importance to shareholders’ meeting which consider as duty to attend proxy every meeting except illness or important mission, shareholder can ask each chairman (subcommittee) in related issues.

 

In the shareholder meeting, if there are any directors who have an interest or is involved in any agenda, that director will inform the meeting to request not to participate in the meeting and/or to abstain from voting on that agenda.

 

At the Annual General Meeting of Shareholders for the year 2025, held on Wednesday, 30 April 2025, the company had a total of eight directors. Two directors attended the meeting in person at the venue, five directors participated via electronic media, and one director was unable to attend due to other essential commitments, representing 88.88% of the total board. The Chairman of the Board, Chairman of the Executive Committee, Chairman of the Audit Committee, Chairman of the Remuneration Committee, Chairman of the Risk Management Committee, Chief Executive Officer, and Chief Accounting and Finance Officer attended the meeting to provide explanations and respond to questions related to the meeting agenda or other matters concerning the company.

15. The company conduct shareholders’ meeting in accordance with order of agenda specified in invitation letter no added agenda or change importance information without notifying shareholders in advance in advance and allocates enough time for presentation of various issues in each agenda. By this, each agenda Board of Director give an opportunity for shareholders to fully express their opinion on each agenda related to business operation of company and subsidiaries.

 

If any shareholders wish to add more agenda during the meeting apart from specified agendas* then need approval from shareholders’ meeting with vote not less than 1 in 3 of shareholders attend meeting and have right to votes.

16. The Company has notified the necessity of voting on all agenda items in order to ensure transparency and verification. By voting on each agenda, the company secretary would ask the meeting whether each shareholders or proxy are disagree or abstain from voting in full according to their votes only in one way. The number of their shares cannot be divided to separate the votes. Except in the case of custodians, the voting method shall be in accordance with the specifications set forth in the manual of the shareholders' meeting system through electronic media.

Resolution by proxy:Cases where shareholders have marked in the agree, disagree or abstain from voting on any agenda item in the proxy statement and the voting system records the votes specified by shareholders in the proxy statement ahead of time. However, the proxy is unable to modify voting in the system except in case (a) the shareholder does not state their intention to vote on any agenda in the proxy; or (b) it not clear or (c) the Meeting has deliberated or voted on any matter other than that specified in the proxy; or (d) any change or supplement to the fact. At the same time, the proxy has the right to review and vote on behalf of the shareholders as appropriate.

For details of the counting results of each agenda, as follows:

• The chairman of the meeting will provide an explanation of the vote counting process prior to the commencement of the meeting.
• The Company will use Digital Access Platform Co., Ltd. (a subsidiary of the Stock Exchange of Thailand’s group) to count the votes for this shareholders' meeting.
• The Chairman of the Meeting will announce the results of each meeting. Shareholders could view the results in the system by clicking the icon after the closing of the voting and the Company has announced the results.

      17. Shareholders are eligible to acknowledge information equally by company public information both Thai and English version through company website www.cenplc.com and SET Channel www.set.or.th In some case, although not within criteria required by law to be disclosed that information accurately, completely, on time and transparently as follows:

• The company has reveal company shareholding structure which includes top 10 shareholders as at record date for current Annual General Meeting of Shareholders before date of meeting, amount of shares which minor shareholder holds
• Process of related transaction any importance trade for securities
• Minute of shareholders’ meeting within 14 days counting from meeting date and public on company website to be a channel for shareholders to acknowledge and able to verify in formation without having to wait for next meeting
• Information related to business operation, management policies, related transaction and importance securities trading as well as other information as necessary for shareholders’ to make decision, give shareholders confidence an operating structure is transparently and verifiable. In addition, doing efficiently operate in order to create prosperity with suitable and continuous in term of returns
• The company has provides a channel for shareholders; no matter major shareholders, minor shareholders, institutional investors or foreign investor can contact Company Secretary through E-mail: [email protected] or directly (02) 049-1041 Ext: 4012

 

18. Every Annual General Meeting of Shareholders thus election of directors in replacement of there who retired by rotation thus company give opportunities for shareholders to vote for director individually. In addition, to give opportunities to shareholders to have right to elect director that they want thus company will attach details of each director whom elected to hold position for consideration.

 

19. Every Annual General Meeting of Shareholders; company gives shareholders right to consider and approve compensation of directors and subcommittee as details of these compensation on Board and subcommittee as enough information for consideration

 

20. Every Annual General Meeting of Shareholders, the company has schedule agendas on appoint company auditor and their fee to shareholders for approval. Details on appointed auditor and fees are enough for consideration.

 

21. During the meeting Board of Director gives opportunities to shareholders to give opinion suggestion or ask question in various agendas independently; before voting, chairperson give opportunity to shareholders to ask question or express opinions

 

In the year 2025, the shareholders have one question as follows:

Question:       From Mr. Chinnachai Leenabanchong, a shareholder, the following questions were raised:

1. Have any investors expressed interest in subscribing to shares under the General Mandate yet?
2. What projects does the company plan to fund with the proceeds from the capital increase?
3. If shareholders do not approve the General Mandate, what is the company’s backup plan for fundraising?

Answer:      Ms. Laphassarin Kraiwongwanichrung, the 2nd Vice Chairperson of the Board, Acting Chief Executive Officer, and Director of Finance, Accounting and Investment, responded to the shareholders’ questions as follows:

1. Currently, no investors have formally expressed interest in subscribing to shares under the General Mandate pending approval by the shareholders’ meeting. However, the company is closely monitoring the economic and financial situation and engaging in discussions with institutional and potential large investors to assess future participation. Should any concrete progress or agreements arise, the company will disclose the information to shareholders and investors in accordance with relevant regulations.
2. The company plans to use funds raised under the General Mandate for projects aligned with its medium- to long-term growth strategy. The preliminary guidelines for using the proceeds include: Investing in new projects with potential for stable revenue and returns in the future. Using the funds as working capital to enhance operational liquidity and cover potential cost fluctuations. Repaying certain loans to reduce interest burden and strengthen financial stability. The use of funds will be carried out prudently and transparently, prioritizing the best interests of shareholders, with progress updates provided appropriately.
3. If the shareholders’ meeting does not approve the issuance and allocation of shares under the General Mandate, the company has alternative fundraising plans considering options suitable to market conditions and business needs, such as:

• Raising capital through a Specific Mandate, seeking approval from shareholders on a case-by-case basis.
• Borrowing from financial institutions or other sources, taking into account interest rates and conditions that do not adversely affect the company’s financial position.
• Issuing debt instruments, such as bonds or convertible securities, to support short- or medium-term capital requirements.

The company will proceed prudently and transparently, giving priority to the interests of shareholders and the company’s financial stability.

 

22. The company disclosed the resolutions of the 2025 Annual General Meeting of Shareholders held on Tuesday, 30 April 2025, to the public, including the results of votes in favor, against, and abstentions for each agenda item, in both Thai and English, through the SET Portal of the Stock Exchange of Thailand on the same day, Tuesday, 30 April 2025.

 

23. The company prepared the minutes of the 2025 Annual General Meeting of Shareholders held on Tuesday, 30 April 2025, after the conclusion of the meeting. The minutes accurately recorded the proceedings, voting results for each agenda item, and questions or comments from shareholders, and were submitted to the directors and the Stock Exchange of Thailand within 14 days from the meeting date, on 9 May 2025. The minutes were also published on the company’s website, http://www.cenplc.com  both Thai and English version, sent Minute of Shareholders’ meeting to Ministry of Commerce within period specified by law, for shareholders who cannot attend the meeting, taken pictures of meeting and publish through company website www.cenplc.com to acknowledge information related to meeting

 

24. After Annual General Meeting of Shareholders; the company has prepared Minute of Shareholders meeting as was record correctly and completely to meeting which importance factors consists of

• Procedure and method of voting in each agenda
• Names of Board of Directors, subcommittee, top management as attended meeting and not attended meeting includes reasons for absent, Auditor, Legal counsel and representative of minority shareholders
• The resolution of each meeting on agenda, voting result consisting of agrees disagrees, abstains and voided ballot
• Questioning from shareholders including name-surname and answers from Board of Directors and Executives

25. Voting on each agenda will be done openly, the Company will use Digital Access Platform Co., Ltd. (a subsidiary of the Stock Exchange of Thailand’s group) to count the votes for this shareholders' meeting in order for the scoring process to be carried out efficiently and quickly, the company will only count the votes of disagree and/or abstain only. The Chairman of the Meeting will announce the results of each meeting. Shareholders could view the results in the system by clicking the icon after the closing of the voting and the Company has announced the results. The voting system will be segmented into sub-sections, with the exception of the individual election of directors, based on the list of candidates nominated for the election. The list of each director is listed on a different page for voting for each director.

In 2025, the company used the voting system on all agenda items, including the important agenda, which is the election of the company's directors. The shareholders have the opportunity to select directors individually and have the voting information stored in the office to be transparent and auditable after the meeting is over.

 

26. The company has policies to pay dividend equally. By this, in case approval from shareholders on dividend payment, company has informed resolution of meeting includes details of dividend payment to shareholders through SETSMART and coordinate with registrar “TSD” so that shareholders are confident that will receive compensation based on their right completely and correctly.

 

27. The company gives right to shareholders who joined after meeting has begun with right to vote on agenda being considered and not yet resolved. It was counted as a quorum starting agenda as attended and vote onward.

 

28. The company care shareholders by providing information, news, business operation, management policies regularly and on time. Apart from this, disclose information through SET channel and also brought important information includes current news on company website http://www.cenplc.com

 

29. The company determined to create equality for all shareholders and all groups no matter major shareholders, minor shareholders, institutional investors of foreign investors which company gives importance and determine tools that encourage equality; irrespective of gender, age, race, nationality, religious beliefs, social status, disability or political opinion by determine process that facilitate shareholders to participate in the meeting without getting too much hassle and without restriction.

 

30. The Board of Directors has realized and respect right to ownership of shareholders, no actions are taken to violate or infringe the rights of shareholders, by look after the interests of shareholders fairly as well as support and encourage shareholders no matter domestic or foreign shareholders no matter major shareholders, minor shareholders or any institutional investors including basic rights of shareholders, right to sufficient and timely access to information, in time and right to attend meeting in order to determine director on operation.

 

31. The company gives chance to shareholders send any questions related to agendas specified in invitation letter to shareholders started from April 16-28, 2025 and deliver procedures for the said matter together with invitation letter to shareholders’ meeting through following channels :

• Website http://www.cenplc.com
• E-mail : [email protected]
• Postal To

                        Miss Jantharat Sodsongchit (Company Secretary)

                        Capital Engineering Network Public Company Limited

                        1011 Supalai Grand Tower, 17th Floor, Room No. 1703, 1704

                        Rama 3 Road, Chongnonsi, Yannawa, Bangkok 10120

 

In 2025, there were no shareholders send question in advance.

 

32. Distribution of shares of shareholders’ equity

• The company has no cross of shareholding within group of company
• The company has set Record Date for shareholders to attend the meeting on April 4, 2025
• Board of Directors, their mate and child under 20 holding shares together equals to 0.0001% which is not more than 25% of shares sold
• Free Float equal to 53.17% of total shares sold which more than 25% shares sold to public
• The company has proportion on holding total shares on institutional investor equals to 6.90% of total outstanding shares

The company has realized corporate governance by seeing that principles are beneficial to company in term of development so company has practices in accordance to CG Code as appropriate to business of company (most of data links from CG to CG Code) thus some topics are being study to be adapt and suitable to context of company; resolution from Board of Directors meeting No.1/2020 has resolved to adopt good corporate governance for listed companies year 2017 to be deployed according to company’s business context and relevant to Securities and Exchange Commission regulations.

            In 2025, the Company has practices in accordance to suggestion of IOD by considering the suitability of the company but there are still some things that company does not fulfill all the requirements, as follows:

 

1. The shareholder meeting report should disclose the arrangement for having a vote counting auditor present at the meeting.The company's board of directors acknowledged and expressed the opinion that the vote counting was conducted with the participation of internal auditors and the legal department to observe the counting process. This is because the company held the meeting as an E-Meeting using the services of Digital Access Platform Co., Ltd. (DAP), which is part of the Stock Exchange of Thailand, and employs accurate and reliable vote counting technology.
2. The company should disclose information about its plans and results for promoting employee engagement and retention.

The company has disclosed employee information and training plans to enhance knowledge in the One Report.

3. The company should set targets for water resource management, waste management, and/or pollution reduction, as well as the reduction of greenhouse gas emissions from its business operations.

The company operates as a holding company and has established policies for its subsidiaries regarding various energy management practices, which are disclosed in the One Report.

4. The company has disclosed its sustainability goals (ESG) that align with the long-term objectives of the business. (ESG) ที่สอดคล้องกับเป้าหมายระยะยาวของธุรกิจ

The company has revealed its sustainability goals and long-term business objectives through its policies and operations of the company and its subsidiaries.

5. The company has disclosed its sustainability goals (ESG) that align with the long-term objectives of the business. (ESG) ของบริษัท

The company will consider this for further evaluation.

6. The board has established policies for the security of the organization's information systems (IT Security) and has disclosed the results of monitoring the implementation.

The company will take this into consideration and proceed accordingly.