Attachment 2

Minutes of the Annual General Shareholders' Meeting No. 1/2023

Of Charoen Pokphand Foods Public Company Limited

Date and time of meeting

The Meeting convened on April 26, 2023 at 13.30 hrs., via electronic meeting pursuant to the Emergency Decree on Electronic Meeting B.E. 2563 (2020).

Meeting Commenced

Mr. Soopakij Chearavanont, Chairman of the Board, took on the role of Chairman of the Meeting. Directors and executives of the Company, auditor and legal advisor attended the Meeting were as follows:

Directors

14 directors presented at the Meeting, representing 93% of total 15 directors

1.

Mr. Soopakij

Chearavanont

Chairman

2.

Mr. Phongthep

Chiaravanont

Vice Chairman

3.

Mr. Adirek

Sripratak

Vice Chairman,

Chairman of Executive Committee,

Member of Remuneration and Nominating Committee and

Member of Corporate Governance and Sustainable Development

Committee

4.

Mr. Rungson

Sriworasat

Independent director,

Chairman of Audit Committee and

Chairman of Corporate Governance and Sustainable Development

Committee

5.

Professor Dr. Kittipong

Kittayarak

Lead independent director,

Member of Audit Committee and

Member of Corporate Governance and Sustainable Development

Committee

6.

Pol.Gen. Phatcharavat

Wongsuwan

Independent director,

Chairman of Remuneration and Nominating Committee and

Member of Corporate Governance and Sustainable Development

Committee

7.

Mrs. Vatchari

Vimooktayon

Independent director and

Member of Audit Committee

8.

Mr. Vinai

Vittavasgarnvej

Independent director,

Member of Audit Committee and

Member of Remuneration and Nominating Committee

9.

Mrs. Arunee

Watcharananan

Director and

Vice Chairperson of Executive Committee

10. Mr. Prasit

Boondoungprasert

Director,

Member of Executive Committee and

Chief Executive Officer

11. Mr. Siripong

Aroonratana

Director and

Chief Operating Officer - Livestock Business

12. Dr. Sujint

Thammasart,D.V.M.

Director,

Member of Executive Committee and

Chief Operating Officer - Aquaculture Business

13. Mr. Paisan

Chirakitcharern

Director,

Member of Executive Committee and

Chief Financial Officer

14. Mr. Montri

Suwanposri

Director and

President, C.P. Vietnam Corporation

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Attachment 2

Absent Director

1. Mr. Suphachai

Chearavanont

Vice Chairman and

Vice Chairman of Remuneration and Nominating Committee

Auditors

Mrs. Munchupa Singsuksawat C.P.A. (Thailand) Registration No. 6112 of KPMG Phoomchai Audit Limited.

Legal Advisor

Miss Pratumporn Somboonpoonpol of Weerawong, Chinnavat & Partners Limited took care of monitoring the Meeting to be in accordance with the laws and Articles of Association of the Company, as well as being witnesses of voting count.

Representatives of Related Associations

Mrs. Piyaporn Pooprasert, the Right Protection Volunteer, a proxy from Thai Investors Association who was the Company's shareholder.

The Chairman declared the Meeting open and assigned Mr. Adirek Sripratak, Vice Chairman, as a conductor of the Meeting and Mrs. Kobboon Srichai, Company Secretary, as a Secretary of the Meeting. Mr. Adirek asked the Secretary to report number of shareholders attending the Meeting.

The Secretary reported that, at the Meeting commencement time, there were

  • 51 shareholders presented in person, representing 16,408,686 shares, equivalent to 0.19%of total paid-up shares of the Company,
  • 827 shareholders presented by proxy, representing 5,745,907,831 shares, equivalent to 66.73%of total paid-up shares of the Company.

Therefore, there were a total of 878 shareholders presented, representing 5,762,316,517 shares, equivalent to 66.92% of total paid-up shares of the Company, thus forming a quorum in accordance with the Articles of Association of the Company.

Before consideration of various issues according to the meeting's agenda, the Secretary informed the Meeting that the Company disseminated the invitation letter to the Annual General Shareholders' Meeting No. 1/2023 with details of the meeting, including the Meeting's Agenda, Information of Independent Directors to be Appointed as a Proxy in the meeting, Proxy Forms, a Copy of Minutes of the Annual General Shareholders' Meeting No. 1/2022, Annual Report 2022 (Form 56-1 One Report), Annual Review and Sustainability Report 2022 and the Process and Guidelines for Attending the Meeting and Casting a Vote via Electronic Meeting to the Shareholders on the Company's website on March 24, 2023 and sent to the shareholders by post mail on April 5, 2023.

In addition, the Company welcomed shareholders to propose an agenda to be included as an agenda for the Annual General Shareholders' Meeting No. 1/2023 and/or nominate qualified candidates for directorship during October 1, 2022 to December 31, 2022. However, there was no shareholder proposed matters to be included in a meeting agenda and candidates to be nominated for directorship.

After that, the Company explained the voting procedures and the vote counting via video as follows:

  1. For the voting in the Meeting, each shareholder has number of votes equal to number of shares held by him/her, one vote for each share.
  2. For each agenda item, after details presenting, the conductor of the Meeting would ask if anyone wishes to vote
    1. Shareholders or proxies may cast their votes via the IR PLUS AGM Application (the "Application") on every agenda item in advance by pressing vote button on the screen or cast their votes during the consideration of that particular agenda item. The Company provided shareholders an opportunity to vote in each agenda item within one minute. However, for some certain agenda items, the Company may specify different time duration as appropriate. The system will count the votes until the end of each agenda item.
    2. For counting vote by proxies, the Company would conduct the voting count on any item of the agenda in the proxy forms that submitted to the Company before consideration of that item of the agenda.

In some circumstances, the Company may specify the method of voting as appropriate.

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Attachment 2

  1. In voting count, the number of votes against or votes abstain or invalid ballot would be deducted from the total number of votes of shareholders attending the meeting, or of shareholders who have voting right, as the case may be, thus, the rest would be the number of votes agree.
  2. In the case that a shareholder or proxy logs out from the Application before voting for any agenda item, the shareholder or proxy will not be counted as part of the quorum for that agenda item and the votes of such shareholder or proxy will not be counted in that agenda. However, if a shareholder or proxy logs out from any agenda item, the right to log in to the meeting and vote for the remaining agenda items shall continue.
  3. In case that meeting participants have queries or opinions in the particular agenda being considered, the participants can type his or her opinion via the Application. The Company provided shareholders an opportunity to ask questions or provide their opinion within one minute on each agenda item. The system will arrange the questions and opinions by the order of time requested. Queries or opinions in other matters would be raised in the agenda of respond to the queries at the end of the Meeting. The Company reserved the right to screen questions suitable for the agenda.

After the Meeting acknowledged and understood the voting procedures and the vote counting, Mr. Adirek then proceeded the Meeting by the following agenda:

Item 1 To adopt the Minutes of the Annual General Shareholders' Meeting No. 1/2022

Mr. Adirek asked the Meeting to consider the adoption of the minutes of the Annual General Shareholders' Meeting No. 1/2022 which was held on April 26, 2022, the copy of which was attached to the notice of this Meeting and disclosed on the Company's website within 14 days after that meeting.

With no question from shareholders, Mr. Adirek asked the Meeting to consider the adoption of the Annual General Shareholders' Meeting No. 1/2022.

Resolution: After due consideration, the Meeting resolved, with the majority vote of the total number of votes of shareholders attending the Meeting and casting their votes, to adopt the minutes of the Annual General Shareholders' Meeting No. 1/2022 which was held on April 26, 2022.

The details of voting are as follows:

Number of voters

5,762,893,898 votes

equal to

100.00%

Dividing into

Vote "approved"

5,762,863,184 votes

equal to

100.00%

Vote "objected"

0 votes

equal to

0.00%

Abstained

30,714 votes

Invalid

0 votes

Item 2 To acknowledge the report on the Company's operating results for the year 2022

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported that the Company's operating results for the year 2022, including management discussion and analysis, has been disclosed in the Annual Report 2022 (Form 56-1 One Report), Annual Review 2022, and Sustainability Report 2022 which has previously been disseminated to shareholders together with the invitation letter as follows:

For the year 2022, The Company recorded the revenue from sales at Baht 614,197 million, 20% increase from the previous year. Revenue from operations in Thailand increased by 19% whereas that of overseas operations increased by 21%. The portion of sales revenue from Thailand and overseas operation was 37% was 63% of the Company's total sales revenue, respectively.

Net profit attributable to the Company in 2022 was Baht 13,970 million, an increase of 7% from the previous year. However, if the extraordinary gain from swap investment with share of Baht 7,849 million recorded in 2021, resulting from the difference between the book value and the fair value of the investment in MAKRO, was excluded, net profit for 2022 would increase by 170%.

For the financial status of the Company and its subsidiaries as of December 31, 2022, total assets amounted to Baht 926,987 million, total liabilities amounted to Baht 627,144 million and total equity amounted to Baht 299,843 million, increased by 10%, 13% and 4% from the end of 2021, respectively.

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Attachment 2

For the year 2022, in addition to business operation results, the Company also embraced sustainability to its operation which consist of good corporate governance, and social and environment responsibility both nationally and internationally as follows:

  1. The Company has been selected as member of the Dow Jones Sustainability Indices (DJSI) Emerging Market 2022.
  2. The Company has been selected as member of the FTSE4Good Index Emerging Market Series.
  3. The Company has been assessed by MSCI ESG, an internationally recognized sustainability index.
  4. The Company has been awarded the SET Awards 2022 in Outstanding Sustainability category.
  5. The Company has been awarded the "Excellent" Corporate Governance Scoring for the year 2022 from Thai Institute of Directors Association.
  6. The Company has been renewed as a member of Thailand's Private Sector Collective Action Coalition against Corruption and has been certified as the CAC Change Agent for the creation of a business network under the principles of good governance to business partners.
  7. The Company has been ranked the Best Companies to work for in Asia 2022 by HR Asia magazine.
  8. Corporate Governance Asia, one of the leading economic magazines in Hong Kong, has given 5 Asia Excellence Awards 2022 to the Company as follows:
    • Asia's Best CEO
    • Asia's Best CFO
    • Best Asia's Investor Relations Professional
    • Best Asia's Investor Relations Company and
    • Best Asia's CSR Company

During consideration of this agenda, there were shareholders sent questions to the Company via electronic media as follows:

  1. Significant policies and strategies
    Mr. Prasit Boondoungprasert, Chief Executive Officer, explained about the significant policies and strategies as follows:
    1. Listing of ordinary shares of CPF Food Global Solution Public Company Limited ("CPFGS") on the Stock Exchange of Thailand. CPFGS engages in trading of meat and food products in Thailand and overseas, restaurant business and pet snacks. CPFGS has submitted the registration statement and draft prospectus with the Securities and Exchange Commission on April 12, 2023.
    2. Continuous expansion of the swine business in every country which the Company invests by leveraging the Company's knowledge in breed development, farm design and systems, slaughtering and distribution including the outstanding ability to prevent and control African Swine Fever.
    3. Embracing a commitment to environmental, social, and governance (ESG) principles, especially reducing the impact on the climate by setting a goal to achieve net-zero greenhouse gas emissions by 2050.
  2. Industry condition and meat price trend
    Mr. Prasit explained that the price of raw materials for animal feed at the beginning of 2023 was still at a high level but the wheat and soybean meal price tend to decrease in the second half of the year. Price of pork and chicken fluctuated considerably which meat price across many countries has dropped to a relatively low level. The Company believes that meat prices have passed their lowest point.
  3. Current and non-current biological assets
    Mr. Paisan Chirakitcharern, Chief Financial Officer, explained that as one of the Company's businesses is animal farming, which is according to accounting standards, living animals fall under the category of biological assets. Non-current biological assets refer to breeders while current biological assets refer to animals being raised for sale. Details appear in item 8 of the notes to financial statements for the year ended December 31, 2022.

With no further question from shareholders, the Meeting acknowledged the report on the Company's operating results for the year 2022 and the Company's sustainability engagement in 2022.

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Attachment 2

Item 3 To approve the statements of financial position and the statements of income for the year ended December 31, 2022

The Chairman asked the Meeting to consider the statements of financial position and the statements of income for the year ended December 31, 2022, audited by the Certified Public Accountant. Details of which appeared in the financial statements and the Independent Auditor's Report, which were distributed to the shareholders.

In this agenda, there was a shareholder sent question to the Company prior to the Meeting regarding bad debts and provisions. Mr. Paisan Chirakitcharern, Chief Financial Officer, explained that the Company recorded the revenue from sales at Baht 614,197 million in 2022 and expected bad debts of approximately Baht 1,000 million or 0.2% of revenue from sales. However, the Company has established full provision for bad debts on the caution basis in accordance with accounting standards (TFRS 9).

With no further question from shareholders, Mr. Adirek then asked the Meeting to approve the statements of financial position and the statements of income for the year ended December 31, 2022.

Resolution: After due consideration, the Meeting resolved, with the majority vote of the total number of votes of shareholders attending the Meeting and casting their votes, to approve the statements of financial position and the statements of income for the year ended December 31, 2022.

The details of voting are as follows:

Number of voters

5,764,122,898 votes

equal to

100.00%

Dividing into

Vote "approved"

5,760,002,884 votes

equal to

99.99%

Vote "objected"

441,814 votes

equal to

0.01%

Abstained

3,678,200 votes

Invalid

0 votes

Item 4 To approve the appropriation of profit and annual dividend payment for the year 2022

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported that with regard to the appropriation of profit as a legal reserve, the Board of Directors proposed to the Meeting that no appropriation of annual net profit of the year 2022 should be set aside as an additional legal reserve since the Company's legal reserve has exceeded the minimum reserve required by law.

With regard to the dividend payment, the Company has a Dividend Policy to pay dividends to its shareholders twice a year. The total dividends paid shall not less than 30% of the Company's net profit of the year (attributable to equity holders of the Company according to the consolidated financial statements). Therefore, the dividend payment rate might be change depend on the Company's operating results, financial position and the Company's projects in the future, including the overall economic situation.

For the Company's operating results of the year 2022, the Board of Directors proposed that the Company should pay dividend for the year 2022 to shareholders at Baht 0.75 per share in total. In this regard, the Company has already distributed the first dividend payment to shareholders as an interim dividend at Baht 0.40 per share, totaling Baht 3,362.8 million on September 14, 2022.

Therefore, the Board of Director proposed to the Meeting to consider the second dividend payment at Baht 0.35 per share, totaling Baht 2,928.5 million (calculated from total number of issued shares of the Company minus 244,059,800 repurchased shares). This dividend when combined with the first dividend payment paid during the year 2022 will totally be Baht 6,291.3 million, or 45% of 2022 net profit (attributable to equity holders of the Company according to the consolidated financial statements), which is in line with the Company's dividend policy. The second dividend payment will be paid from dividends received from the Company's subsidiaries appropriated from the taxable profits of the subsidiaries which were subject to 20% corporate income tax. Therefore, recipients who receive dividends are subject to withholding tax according to rules and conditions of the Revenue Code. However, recipients who are natural persons shall be entitled to a tax credit in accordance with Section 47 bis of the Revenue Code. In this regard, the Board of Directors proposed to set the record date for the right to receive the dividend on May 9, 2023 and the dividend payment will be made on May 25, 2023.

With no question from shareholders, Mr. Adirek then asked the Meeting to approve no appropriation of the 2022 net profit as an additional legal reserve and to approve the 2022 annual dividend payment according to the details proposed by the Board of Directors.

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Attachment 2

Resolution: After due consideration, the Meeting resolved, with the majority vote of the total number of votes of shareholders attending the Meeting and casting their votes, to approve no appropriation of the 2022 net profit as an additional legal reserve, and to approve the 2022 annual dividend payment according to the details proposed by the Board of Directors.

The details of voting are as follows:

Number of voters

5,764,111,398 votes

equal to

100.00%

Dividing into

Vote "approved"

5,763,955,097 votes

equal to

99.99%

Vote "objected"

6,701 votes

equal to

0.01%

Abstained

149,600 votes

Invalid

0 votes

Item 5

To appoint directors to replace directors who retire by rotation

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported that according to the Company's Articles of Association, one-third of the directors shall retire from office at every Annual General Shareholders' Meeting. There were 5 directors, whose retirement coincided with the Annual General Shareholders' Meeting No. 1/2023, namely:

1.

Pol. Gen. Phatcharavat

Wongsuwan

2.

Mrs. Arunee

Watcharananan

3.

Dr. Sujint

Thammasart, D.V.M.

4.

Mr. Siripong

Aroonratana

5.

Mr. Montri

Suwanposri

After due care consideration as proposed by the Remuneration and Nominating Committee, the Board of Directors is of the opinion that the Meeting should re-appoint Pol. Gen. Phatcharavat Wongsuwan, Mrs. Arunee Watcharananan, Dr. Sujint Thammasart, D.V.M., Mr. Siripong Aroonratana and Mr. Montri Suwanposri to be the Company's directors for another term. These nominated persons have knowledge, capability and experience that will benefit the Company's business and possess the qualifications required by the Public Limited Company Act B.E. 2535, the Notification of the Board of Governors of the Stock Exchange of Thailand and the Notification of the Capital Market Supervisory Board, together with the Corporate Governance and Sustainable Development Policy of the Company.

Notwithstanding, the Remuneration and Nominating Committee has considered board skills matrix that necessary for the interest of the Company's business operations and board diversity, including criteria for considering qualifications of the Company's directors from various organizations as additional factors in nominating such persons. For the person who has been nominated as an independent director, it has been considered that such person shall be able to express opinions independently and in accordance with the relevant criteria. The information of the person nominated to the shareholders' meeting for appointment as directors were distributed together with the invitation letter, as well as disclosed on the Company's website.

With no question from shareholders, the Secretary asked the Meeting to approve the appointment of the directors who retire by rotation individually, as proposed by the Board of Directors.

Resolution: After due consideration, the Meeting resolved, with the majority vote of the total number of votes of shareholders attending the Meeting and casting their votes, to appoint directors to replace directors who retire by rotation individually, as the names proposed by the Board of Directors in all respects.

The details of voting are as follows:

(1) Pol. Gen. Phatcharavat Wongsuwan

Number of voters

5,764,170,386 votes

equal to

100.00%

Dividing into

Vote "approved"

5,706,524,283 votes

equal to

99.00%

Vote "objected"

57,435,789 votes

equal to

1.00%

Abstained

210,314 votes

Invalid

0 votes

- 13 -

Baht 200,000 per month Baht 150,000 per month Baht 100,000 per month

Attachment 2

(2)

Mrs. Arunee Watcharananan

Number of voters

5,764,170,386 votes

equal to

100.00%

Dividing into

Vote "approved"

5,713,385,166 votes

equal to

99.12%

Vote "objected"

50,623,606 votes

equal to

0.88%

Abstained

161,614 votes

Invalid

0 votes

(3) Dr. Sujint Thammasart, D.V.M.

Number of voters

5,764,170,386 votes

equal to

100.00%

Dividing into

Vote "approved"

5,734,169,405 votes

equal to

99.48%

Vote "objected"

29,818,367 votes

equal to

0.52%

Abstained

182,614 votes

Invalid

0 votes

(4)

Mr. Siripong Aroonratana

Number of voters

5,764,170,386 votes

equal to

100.00%

Dividing into

Vote "approved"

5,734,731,645 votes

equal to

99.49%

Vote "objected"

29,281,127 votes

equal to

0.51%

Abstained

157,614 votes

Invalid

0 votes

(5)

Mr. Montri Suwanposri

Number of voters

5,764,170,386 votes

equal to

100.00%

Dividing into

Vote "approved"

5,733,737,045 votes

equal to

99.47%

Vote "objected"

30,275,727 votes

equal to

0.53%

Abstained

0 votes

Invalid

0 votes

Item 6 To approve the remuneration of the directors for the year 2023

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported to the Meeting that the Board of Directors, by suggestion of the Remuneration and Nominating Committee, was of the opinion that the remuneration paid to the directors and sub-committees for the year 2022 was appropriate, considered from taking into account the duties and responsibilities of directors. Therefore, the Meeting should approve the remuneration of the directors and sub-committees for the year 2023 at the same rate as those of the year 2022 , which was notified in the Invitation Notice to this Meeting as follows:

1. Remuneration for the Board of Directors

  1. Monthly remuneration
    The monthly remuneration for each director in accordance with the position in the Board of Directors is

as follows: Chairman Vice Chairman Director

  1. Special remuneration
    The special remuneration for entire Board of Directors is at the rate of 0.50% of the annual dividend of each year. The special remuneration will be allocated at the discretion of the Board of Directors.
  2. Other remuneration None

- 14 -

Attachment 2

2. Remuneration for Sub-Committees

(Unit : Baht)

Chairman

Member

1.

Audit Committee

per month

450,000

200,000

2.

Remuneration and Nominating Committee

per meeting

50,000

30,000

3.

Corporate Governance

per meeting

50,000

30,000

and Sustainable Development Committee

However, any director being the Company's employee or holding a position as a member of audit committee or of other sub-committees shall receive the director's remuneration as above mentioned in addition to his salary as employee or remuneration as member of audit committee or of other sub-committees, as the case may be.

With no question from shareholders, Mr. Adirek asked the Meeting to approve the remuneration of the directors as proposed by the Board of Directors.

Resolution: After due consideration, the Meeting resolved, with the number of votes of shareholders more than two- third (2/3) of the total number of votes of shareholders attending the Meeting, to approve the remuneration of the directors for the year 2023 as proposed by the Board of Directors in all respects.

The details of voting are as follows:

Number of voters

5,764,159,186 votes

equal to

100.00%

Dividing into

Vote "approved"

5,718,012,815 votes

equal to

99.20%

Vote "objected"

45,996,716 votes

equal to

0.80%

Abstained

149,655 votes

equal to

0.00%

Invalid

0 votes

equal to

0.00%

No right to vote

0 votes

equal to

0.00%

Item 7 To appoint the Company's auditors and fix the remuneration for the year 2023

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported to the Meeting that the Board of Directors, by suggestion of the Audit Committee, was of the opinion to propose the Meeting to appoint the following auditors as follows:

Name of auditors

Registration No.

Number of years certified the

Company's financial statements

1.

Mrs. Munchupa

Singsuksawat

6112

3/1

2.

Mr. Charoen

Phosamritlert

4068

-/2

3.

Miss Sawitree

Ongksirimemongkol

10449

-

/1

/2

Certified the Company's financial statements for the fiscal year 2012-2016 and 2020-2022 Certified the Company's financial statements for the fiscal year 2007-2011 and 2017-2019

of KPMG Phoomchai Audit Limited, as the auditors of the Company for the year 2023, whereby any of the auditors shall have the authority to audit and express their opinions on the financial statements of the Company, with the annual fee of Baht 3,977,000 for the annual audit and quarterly review of the separate financial statements and the consolidated financial statements of the Company for the year 2023 which was the same rate as year 2022. In case that some of the Company's subsidiaries in other countries are not audited by the same auditor firm, the Company's Board of Directors is responsible for ensuring that such subsidiaries are able to prepare their financial statements within the schedules.

In this agenda, the shareholder submitted questions to the Company prior to the Meeting regarding the selection of auditors and the use of technology in auditing process. Mr. Rungson Sriworasat, Chairman of Audit Committee, explained that the Company selected auditors who have been approved by the Securities and Exchange Commission (SEC). The auditors utilize information technology systems to conduct audits of the accounts whereas the Company itself employs information technology systems to record accounting transactions to ensure operational accuracy.

With no further question from shareholders, Mr. Adirek asked the Meeting to appoint the Company's auditors and fix the remuneration for the year 2023 as proposed by the Board of Directors.

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Attachment 2

Resolution: After due consideration, the Meeting resolved, with the majority vote of the total number of votes of shareholders attending the Meeting and casting their votes, to appoint the Company's auditors and fix the remuneration for the year 2023 as proposed by the Board of Directors in all respects.

The details of voting are as follows:

Number of voters

5,764,210,686 votes

equal to

100.00%

Dividing into

Vote "approved"

5,762,074,350 votes

equal to

99.97%

Vote "objected"

1,965,731 votes

equal to

0.03%

Abstained

170,605 votes

Invalid

0 votes

Item 8 To amend the Company's Articles of Association

Mr. Adirek assigned the Secretary to present details of this agenda to the Meeting. The Secretary reported to the Meeting that the pursuant to the amendment of Article 82 and 6 of the Public Company Limited Act (No.4) B.E.2565, provided that Article 82 stated that the notice of the Board of Directors' Meeting shall be sent to the directors not less than 3 days prior to the date of the meeting except in a case of necessity or urgency for the purpose of protecting the rights or benefits of the Company, summons of the meeting may be notified by electronic or other methods and earlier date of the meeting may be fixed. For Article 6, stated that any notices or statements had to be published are allowed to be published via newspaper or electronic methods. Therefore, the Meeting should approve the amendment of Article 19, 26 and 36 of the Company's Articles of Association as follows:

"Article 19. In summoning the Board of Directors' Meeting, the Chairman or an assigned person shall send out a notice of the Meeting to the directors according to the terms and provisions as required by the law.

The Board of Directors may summon the Meeting at the Head Office of the Company or in the locality where the Company's head office is located or in a neighboring locality, or at any place where the Chairman or assigned director deemed appropriate."

"Article 26. To convene the General Meeting, the Board of Directors shall prepare the written notice specifying the place, the day, the time and the agenda of the Meeting with proper details as well as the Board's opinions, and clearly state that the agenda is for acknowledge, approval or consideration. Such notice shall be sent not less than 7 Business Days before the date set for the meeting to shareholders and registrar. Such notice shall be sent and published according to the terms and provision as required by the law.

During 21 days before the date of General Meeting, The Company may not register the share transfer by announcing, at least 14 days before the beginning date of not registering, to the shareholders at head office and all other branches.

The place where the meeting to be held shall not be limited at the head office. The Board of Directors may convene the meeting at any place where they think fit."

and

"Article 36. No dividend shall be distributed except from the profit. In case the Company has the accumulation loss, no dividend shall be distributed.

The dividend shall be equally distributed for each share. The General meeting shall approve the

distribution.

The Board of Directors may, from time to time, pay to the shareholders the interim dividend as appeared to the Board of Directors to be justified by the profit of the Company. Such payment shall be reported to the shareholders at the next General Meeting.

The dividend payment shall be made within 1 month from the date that the General Meeting or the Board of Directors has approved. It shall be informed by written notice to the shareholders and shall also be published according to the terms and provision as required by the law."

With no question from shareholders, Mr. Adirek asked the Meeting to approve the amendment of the Company's Articles of Association as proposed by the Board of Directors.

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Attachment 2

Resolution: After due consideration, the Meeting resolved, with the number of votes of shareholders more than three-fourths (3/4) of the total number of votes of shareholders attending the meeting and having right to vote, to amend Article 19, 26 and 36 of the Company's Articles of Association as proposed by the Board of Directors in all respects.

The details of voting are as follows:

Number of voters

5,764,220,887 votes

equal to

100.00%

Dividing into

Vote "approved"

5,764,026,568 votes

equal to

99.99%

Vote "objected"

14 votes

equal to

0.00%

Abstained

194,305 votes

equal to

0.01%

Invalid

0 votes

Item 9 To respond to the queries

In this agenda, shareholders have already submitted the following questions in advance to the Company and during the electronic meeting:

  1. Impairment of investment in 2022
    Mr. Paisan explained that the Company, in 2022, had impaired the goodwill of its subsidiary in the United States of America in the amount of approximately Baht 436 million and there was no investments with negative values.
  2. Progress in establishment of the Company's provident fund
    Mr. Paisan explained that at present, a Company's subsidiary, namely CPF Food Global Solution Public Company Limited, has completely established its provident fund. For other companies within the group, the establishment of provident fund is in the process.
  3. Guidelines and policies for repurchasing shares of the Company
    Mr. Paisan explained that the Board of Directors approved the Share Repurchase Program (Treasury Stock) for financial management purpose in the amount not exceeding Baht 5,000 million. The Company complies with the criteria set forth by the Stock Exchange of Thailand, taken into account cashflow management and share price stability. Moreover, the Company will consider the appropriate timing to repurchase shares and refrain from purchasing shares before the announcement of operating results.
  4. Pollution from burning corn cobs
    Mr. Prasit explained that the Company plans to utilize corn cobs for the production of biomass, a renewable energy source for generating electricity. Additionally, the Company aims to support corn cultivation by providing knowledge on effective management of corn stalks and corn cobs which does not cause pollution and add value to the soil.
  5. The case of selling jade grouper at the Kaset Fair
    Mr. Prasit explained that the Company has obtained permission to import jade grouper for research purposes. The fish is being tested in carefully controlled closed-system farms. The Company viewed that the jade grouper is not considered a dangerous fish and is available for sell in many countries. In addition, the Company is permitted to sell frozen jade grouper through the CP Group network. The Company actively participated in the 2023 Kaset Fair, showcasing innovations and knowledge related to animal farming, with a specific focus on the research and development of jade grouper fish. Attendees were given the opportunity to sample cooked fish, and frozen fish meat was sold at the event to support the Kaset Fair.

With no additional question, the Chairman brought the Meeting to close by thanking the shareholders for their attendance.

The Meeting adjourned at 15.30 hrs.

Signed

Soopakij Chearavanont Chairman of the Meeting

(Mr. Soopakij Chearavanont)

Signed

Kobboon Srichai

Secretary of the Meeting

(Mrs. Kobboon Srichai)

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CPF - Charoen Pokphand Foods pcl published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 10:55:06 UTC.