POSCO Thainox Public : Notice of the Annual General Meeting of the Shareholders year 2022

Invitation to

The Annual General Meeting of Shareholders 2022

POSCO-Thainox Public Company Limited

on Thursday, April 28, 2022 at 10.00 a.m. Through Electronic Meeting Method (e-AGM)

March 31, 2022

Subject:

Notice to Convene the Annual General Meeting of Shareholders 2022

To:

Shareholders of POSCO-Thainox Public Company Limited

Enclosures:

1. A copy of the Minutes of the Annual General Meeting of Shareholders 2021, which was held on May 7, 2021;

• 2. QR Code for downloading Annual Report 2021 and Financial Statement 2021 (Form

  56-1 (One Report) 2021) in e-document;

• 3. Curriculum Vitae of the nominated persons to be directors in replacement of those who retired by rotation;

• 4. Extract of the Company's Articles of Association relating to the meeting of shareholders 2022;

• 5. Proxy forms A, B and C in the forms prescribed by the Department of Business Development, Ministry of Commerce;

• 6. Names and profiles of independent directors who the Company recommends that the shareholders may appoint as a proxy;

• 7. e-AGM attendance procedure

• 8. Registration Document

Whereas the Board of Directors' Meeting of the Company No. 1/2022, held on February 18, 2022, resolved to convene the Annual General Meeting of Shareholders of 2022 (the "Shareholders Meeting") on Thursday, April 28, 2022 at 10.00 via Electronic media conferencing only (e-AGM), to consider the following agenda:

Agenda No. 1 To consider and adopt the minutes of the Annual General Meeting of Shareholders 2021, held on May 7, 2021

Objective and Reason

The Company prepared the minutes of the Annual General Meeting of Shareholders 2021, held on May 7, 2021, and submitted copies of the minutes to the Stock Exchange of Thailand ("SET") and publicly disclosed on the Company's website (www.poscothainox.com).

The details are as appeared in Enclosure 1. Thus, it is proposed to the Shareholders Meeting to certify the minutes of the Annual General Meeting of Shareholders 2021.

Opinion of the Board of Directors

The Board of Directors opined that the minutes of the Annual General Meeting of Shareholders 2021, held on May 7, 2021 were correctly and completely recorded and deemed it appropriate to propose that to the Shareholders Meeting to certify such minutes.

Remark

Resolution of this agenda shall be passed by a majority vote of the shareholders attending the meeting and having the right to vote.

Agenda No. 2 To consider and acknowledge the performance of the Company for the year 2021 and the Annual report (Form 56-1 (One Report)) 2021

Objective and Reason

The summary of the Company's performance and major changes during the year 2021 was shown in Form 56-1 (One Report) 2021. The details are as appeared in Enclosure 2.

Opinion of the Board of Directors

The Board of Directors deemed it appropriate to propose that the Shareholders Meeting consider and acknowledge the performance of the Company for the year 2021 and Form 56-1 (One Report) 2021.

Remark

This Agenda shall be for acknowledgement only, no resolutions required.

Agenda No. 3 To consider and approve the audited financial statements such as the income statement and balance sheet for the fiscal year 2021

Objective and Reason

In compliance with the Public Limited Company Act B.E. 2535, the Company shall prepare the financial statements, namely a balance sheet and income statement of the year ended as of 31 December 2021, and arrange for them to be audited and certified by the Company's auditor before submission to the shareholders for approval.

Opinion of the Board of Directors

The Board of Directors opined that the financial statements for the year 2021 were correctly prepared and audited by the external auditor, so it was deemed appropriate to propose that the Shareholders Meeting consider and approve the audited financial statements, balance sheet and income statement for the fiscal year ended as of 31 December 2021.

Remark

Resolution on this agenda shall be passed by a majority vote of the shareholders attending the meeting and having the right to vote.

Agenda No. 4 To consider and approve the appropriation of profit to legal reserve and dividend payment for the year 2021

Objective and Reason

1. In compliance with the Public Limited Company Act B.E. 2535, the Company shall allocate not less than five percent of its annual net profit to a legal reserve fund until this fund attains an amount not less than ten percent of the registered capital. For the year 2021, the Company was able to make net profit totally 882.12 Million Baht. Thus, the Company proposes to allocate the profit as legal reserve fund at 5.40%, equal to 47.63 Million Baht. Together with current legal reserve fund, it shall make the Company to have legal reserved fund in total at 561.69 Million Baht, equal to 7.21% of total registered capital.

2. The Company's dividend policy is to pay the dividend at least 50 percent of the net profit after taxes, the legal reserve, and other reserves as stipulated by the Company. However, the Company does not have any reserved funds besides legal reserve. Hence, the Company proposes to distribute dividend by cash at 0.10700 Baht per share, which equals to 834.14 Million Baht or 99.96% of total net profit after taxes and legal reserve. The record date for the right to attend the Shareholder's Meeting 2022 and receive dividend was on March 21, 2022. The dividend payment shall be on May 20, 2022.

A Comparison with latest Company's dividend payment

Opinion of the Board of Directors

The Board of Directors deemed it appropriate to propose that the Shareholders Meeting consider and approve appropriation of profit as legal reserve at 5.40%, equal to 47.63 Million Baht and dividend payment for the fiscal year 2021 at 0.10700 Baht per share, equal to 834.14 Million Baht and dividend payment is on May 20, 2022.

Remark

Resolution on this agenda shall be passed by a majority vote of the shareholders attending the meeting and having the right to vote.

Agenda No. 5

To consider and approve bonus of the year 2021 and remuneration for the year 2022 to be paid to the Board of Directors

Objective and Reason

Pursuant to Article 23 of the Articles of Association of the Company, the directors shall be entitled to receive remuneration from the Company by means of meeting allowance, pension, bonus or any other benefits as approved by the shareholder's meeting. For this year, the consideration shall compare with other listed companies in the Stock Exchange of Thailand being the same industry, including performance of the Company and the current economic situation.

Opinion of the Board of Directors

As aforementioned reason, the Board of Directors deemed it appropriate to propose that the Shareholders Meeting consider and approve the bonus for the year 2021 and remuneration for the year 2022 to be paid to the Board of Directors as follows:

Remuneration of Directors

There are no any benefits other than mentioned above. The annual bonus for 2021 shall be payable to the directors in proportion to their respective attendances at the Board of Directors' Meetings during the year 2021.

In addition, the audit committee members shall receive the extra fixed bonus at 50,000 Baht per person.

However, all kinds of bonus shall be payable to the directors who have taken the position in 2021 until the date of approval from shareholders only.

Remark

Resolution on this agenda shall be passed by a majority vote of the shareholders attending the meeting and having the right to vote.

Agenda No.6 To consider and approve the appointment of new Directors to replace the Directors who have resigned due to rotation

Objective and Reason

Pursuant to the Public Limited Company Act B.E. 2535 and Article 18 of the Company's Articles of Association, at every Annual General Meeting, one-third (1/3) of the directors shall retire from the office. For this Annual General Shareholder's Meeting there shall be three (3) directors who are retired by rotation as follows:

*Directors who come from Posco Co., Ltd. which operates the same but not competitive business

The details of each director are appeared in Enclosure 3. Nevertheless, according to the Articles of Association of the Company, the retired directors may be re-elected to the office, and all 3 Directors retired by rotation have high performances, abilities and experiences to manage business for the Company's benefits. These 3 proposed directors have been considered carefully by the Board of Directors. (Directors who have conflict of interest or those being considered shall abstain from voting.)

The Independent directors are able to give their opinions independently and in accordance with the relevant rules.

In addition, the company would like to inform that there were no shareholders nominating any persons to be appointed as the director of the company.

Opinion of the Board of Directors

The Board of Directors deemed it appropriate to propose that the Shareholders consider and approve the re-election of all 3 retiring Directors to the office as follows:

*Directors who come from Posco Co., Ltd. which operates the same but not competitive business

(Directors who have conflict of interest or those being considered shall abstain from voting.)