Unique Engineering and Construction Public : Notification of the Resolutions of the Board of Directors Meeting No. 3/2022 regarding the Disposal of Land and Ordinary Shares to Connected Persons, the Schedule for the 2022 Annual General Meeting of Shareholders, and Omission of Dividend Payment

                Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 28-Feb-2022
Shareholder's meeting date               : 09-Apr-2022
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 15-Mar-2022
meeting
Ex-meeting date                          : 14-Mar-2022
Significant agenda item                  :
  - Omitted dividend payment
  - Acquisition and disposition of assets
  - Connected transaction
Venue of the meeting                     : Unique Engineering and Construction 
Public Company Limited
______________________________________________________________________

Dividend payment / Omitted dividend payment

Subject                                  : Omitted dividend payment
Date of Board resolution                 : 28-Feb-2022
Omitted dividend payment from            :
    Operating period from 01-Jan-2021 to 31-Dec-2021

______________________________________________________________________

Connected transaction

4.    Consider and approve the transaction in relation to the disposal of land and 
ordinary shares to connected persons and proposed to the shareholders' meeting
for consideration and approval for the Company to enter into the transaction in
relation to the disposal of land and ordinary shares to connected persons, with
the details as follows:
4.1    Disposal of land owned by the Company and a parcel of land that the Company 
holds ownership together with Mr. Kriengsak Suviwattanachai with a total area of
14 rai 65 square wah, located at Pak Kret Sub-District, Pak Kret District,
Nonthaburi Province, to Suphannimit Company Limited ("SUP"), a company where
Miss Korapat Suvivattanachai ("Miss Korapat"), a younger sister of Mr. Prasong
Suviwattanachai, who is the director and managing director of the Company, holds
99.98 percent of the total number of voting shares in SUP at the total purchase
 price of 431,000,000 Baht (the "Disposal of Land to SUP").
The Disposal of Land to SUP is considered a disposal of assets of the Company 
pursuant to the Notification of the Capital Market Supervisory Board No. TorJor.
20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition
or Disposal of Assets (as amended) and the Notification of the Board of
Governors of the Stock Exchange of Thailand Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Acquisition and Disposition of
Assets B.E. 2547 (2004) (as amended) (collectively, the "Notifications on
Acquisition or Disposal of Assets"). The transaction size is equivalent to 1.0
percent according to the Total Value of Consideration basis which is the
calculation basis resulting in the highest transaction value, according to the
consolidated financial statements of the Company for the year 2021, ending as of
31 December 2021 which were audited by the Company's certified public
accountant (the "Financial Statements").
In addition, the Disposal of Land to SUP is considered a connected transaction 
under the category of assets or services pursuant to the Notification of the
Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected
Transactions (as amended) and the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of
Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as
amended) (collectively, the "Notifications on Connected Transactions") as it is
a transaction with a juristic person which Miss Korapat, a close relative of the
Company's director and executive, is a major shareholder and has the
controlling power over such juristic person. The transaction size is equivalent
to 5.5 percent of the Company's net tangible assets.
4.2    The sale of all ordinary shares that the Company holds in Unique Real Estate
and Development Company Limited ("UR"), a Company's subsidiary, at the par
value of 100 Baht equivalent to 99.99 percent of the total number of voting
shares in UR, to Miss Korapat at the total purchase price of 1,609,000,000 Baht
(the "Sale of Shares in UR").
The entry into the Sale of Shares in UR is considered a disposal of assets of 
the Company pursuant to the Notifications on Acquisition or Disposal of Assets,
with the transaction size equivalent to 32.2 percent according to the Net
Operating Profit basis which is the calculation basis resulting in the highest
transaction value, according to the Financial Statements.
In addition, the Sale of Shares in UR is considered a connected transaction 
under the category of assets or services pursuant to the Notifications on
Connected Transactions as it is a transaction with Miss Korapat who is a close
relative of the Company's director and executive. The transaction size is
equivalent to 20.5 percent of the Company's net tangible assets.
In this regard, the Disposal of Land to SUP and the Sale of Shares in UR 
(collectively, the "Company's Transactions") are not considered a disposal or
transfer of the Company's business, whether in whole or in part, which is
significant, to other persons, under Section 107 (2) (a) of the Public Limited
Companies Act B.E. 2535 (1992) (as amended) as the disposed assets under the
Company's Transactions are not assets significant for the Company's business
operations. However, the Company's Transactions are the disposal of assets with
the highest total transaction value of 32.2 percent according to the Financial
Statements, when calculating based on the Net Operating Profit basis. There is
no transaction entered into by the Company during the past 6-month period prior
to the date on which the meeting resolves to approve the Company's Transactions,
which has to be included in the calculation of the transaction. Therefore, the
Company's Transactions is considered the disposal of assets with a transaction
value more than 15 percent but less than 50 percent, resulting in Company being
required to prepare the report and disclose the information memorandum in
relation to the entry into the Company's Transactions to the Stock Exchange of
Thailand and deliver a circular notice to the shareholders within 21 days after
the disclosure date of transaction to the Stock Exchange of Thailand, pursuant
to the Notifications on Acquisition or Disposal of Assets. However, the Company
deems it appropriate to propose the Company's Transactions to the shareholders
for consideration and approval, pursuant to the Notifications on Acquisition or
Disposal of Assets.
In addition, the Company's Transactions have a total connected transaction value
of 2,040,000,000 Baht, or equivalent to 26.1 percent of the Company's net
tangible assets. There is no transaction entered into by the Company during the
past 6-month period prior to the date on which the meeting resolves to approve
the Company's Transactions, which has to be included in the calculation of the
transaction. Therefore, the transaction value of Company's Transactions exceeds
3 percent of the Company's net tangible assets, resulting in the Company being
required to obtain an approval from the shareholders' meeting before entering
into the Company's Transactions and shall perform other duties as stipulated in
the Notifications on Connected Transactions.
In this regard, the Company shall propose to the shareholders' meeting to 
consider and approve the Company's Transactions as well as to authorize
executives, managing director, or the person authorized by executives or
managing director to take any action necessary and relevant to, as well as to
stipulate or amend any conditions, terms, or details related and beneficial to
the Company's Transactions, in order to achieve such Company's Transactions.
The details of the Company's Transactions are set out in the Information 
Memorandum of Unique Engineering and Construction Public Company Limited Re:
Disposal of Land and Ordinary Shares to Connected Persons (Enclosure).
______________________________________________________________________

Acquisition or disposition of assets

4.    Consider and approve the transaction in relation to the disposal of land and 
ordinary shares to connected persons and proposed to the shareholders' meeting
for consideration and approval for the Company to enter into the transaction in
relation to the disposal of land and ordinary shares to connected persons, with
the details as follows:
4.1    Disposal of land owned by the Company and a parcel of land that the Company 
holds ownership together with Mr. Kriengsak Suviwattanachai with a total area of
14 rai 65 square wah, located at Pak Kret Sub-District, Pak Kret District,
Nonthaburi Province, to Suphannimit Company Limited ("SUP"), a company where
Miss Korapat Suvivattanachai ("Miss Korapat"), a younger sister of Mr. Prasong
Suviwattanachai, who is the director and managing director of the Company, holds
99.98 percent of the total number of voting shares in SUP at the total purchase
 price of 431,000,000 Baht (the "Disposal of Land to SUP").
The Disposal of Land to SUP is considered a disposal of assets of the Company 
pursuant to the Notification of the Capital Market Supervisory Board No. TorJor.
20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition
or Disposal of Assets (as amended) and the Notification of the Board of
Governors of the Stock Exchange of Thailand Re: Disclosure of Information and
Other Acts of Listed Companies Concerning the Acquisition and Disposition of
Assets B.E. 2547 (2004) (as amended) (collectively, the "Notifications on
Acquisition or Disposal of Assets"). The transaction size is equivalent to 1.0
percent according to the Total Value of Consideration basis which is the
calculation basis resulting in the highest transaction value, according to the
consolidated financial statements of the Company for the year 2021, ending as of
31 December 2021 which were audited by the Company's certified public
accountant (the "Financial Statements").
In addition, the Disposal of Land to SUP is considered a connected transaction 
under the category of assets or services pursuant to the Notification of the
Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected
Transactions (as amended) and the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of
Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as
amended) (collectively, the "Notifications on Connected Transactions") as it is
a transaction with a juristic person which Miss Korapat, a close relative of the
Company's director and executive, is a major shareholder and has the
controlling power over such juristic person. The transaction size is equivalent
to 5.5 percent of the Company's net tangible assets.
4.2    The sale of all ordinary shares that the Company holds in Unique Real Estate
and Development Company Limited ("UR"), a Company's subsidiary, at the par
value of 100 Baht equivalent to 99.99 percent of the total number of voting
shares in UR, to Miss Korapat at the total purchase price of 1,609,000,000 Baht
(the "Sale of Shares in UR").
The entry into the Sale of Shares in UR is considered a disposal of assets of 
the Company pursuant to the Notifications on Acquisition or Disposal of Assets,
with the transaction size equivalent to 32.2 percent according to the Net
Operating Profit basis which is the calculation basis resulting in the highest
transaction value, according to the Financial Statements.
In addition, the Sale of Shares in UR is considered a connected transaction 
under the category of assets or services pursuant to the Notifications on
Connected Transactions as it is a transaction with Miss Korapat who is a close
relative of the Company's director and executive. The transaction size is
equivalent to 20.5 percent of the Company's net tangible assets.
In this regard, the Disposal of Land to SUP and the Sale of Shares in UR 
(collectively, the "Company's Transactions") are not considered a disposal or
transfer of the Company's business, whether in whole or in part, which is
significant, to other persons, under Section 107 (2) (a) of the Public Limited
Companies Act B.E. 2535 (1992) (as amended) as the disposed assets under the
Company's Transactions are not assets significant for the Company's business
operations. However, the Company's Transactions are the disposal of assets with
the highest total transaction value of 32.2 percent according to the Financial
Statements, when calculating based on the Net Operating Profit basis. There is
no transaction entered into by the Company during the past 6-month period prior
to the date on which the meeting resolves to approve the Company's Transactions,
which has to be included in the calculation of the transaction. Therefore, the
Company's Transactions is considered the disposal of assets with a transaction
value more than 15 percent but less than 50 percent, resulting in Company being
required to prepare the report and disclose the information memorandum in
relation to the entry into the Company's Transactions to the Stock Exchange of
Thailand and deliver a circular notice to the shareholders within 21 days after
the disclosure date of transaction to the Stock Exchange of Thailand, pursuant
to the Notifications on Acquisition or Disposal of Assets. However, the Company
deems it appropriate to propose the Company's Transactions to the shareholders
for consideration and approval, pursuant to the Notifications on Acquisition or
Disposal of Assets.
In addition, the Company's Transactions have a total connected transaction value
of 2,040,000,000 Baht, or equivalent to 26.1 percent of the Company's net
tangible assets. There is no transaction entered into by the Company during the
past 6-month period prior to the date on which the meeting resolves to approve
the Company's Transactions, which has to be included in the calculation of the
transaction. Therefore, the transaction value of Company's Transactions exceeds
3 percent of the Company's net tangible assets, resulting in the Company being
required to obtain an approval from the shareholders' meeting before entering
into the Company's Transactions and shall perform other duties as stipulated in
the Notifications on Connected Transactions.
In this regard, the Company shall propose to the shareholders' meeting to 
consider and approve the Company's Transactions as well as to authorize
executives, managing director, or the person authorized by executives or
managing director to take any action necessary and relevant to, as well as to
stipulate or amend any conditions, terms, or details related and beneficial to
the Company's Transactions, in order to achieve such Company's Transactions.
The details of the Company's Transactions are set out in the Information 
Memorandum of Unique Engineering and Construction Public Company Limited Re:
Disposal of Land and Ordinary Shares to Connected Persons (Enclosure).
______________________________________________________________________
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