. 3. To gain dividend from company net profit for investment. - 5 - 7. Board committee’s statements over the transactions Board committee remarks that the investment in Vanachai Wood Smith Co., Ltd

(Baht) Transaction size (%) Net tangible assets (NTA) criteria Net profit criteria Value of consideration criteria Value of securities issued criteria 1. Vanachai Group Plc. invests the ordinary shares in

(0.08) (0.08) Gross Margin -101% -45% Net Profit Margin -254% -96% Financial Performance for the 9 months ended Sebtember 30, 2019 (Unit : Millon Bath) 2019 2019 Inc/(Dec) % Construction income 218.48

19.27 Million Baht decreased or 74.20 percent when compared to the same period of previous year that had 25.79 Million Baht. 2 (2) Gross Profit Quarter 2-2019 Company and its subsidiaries had loss from

254% 317.0 152.5 164.5 108% Unit: Million Baht For three-month period For nine-month period ended 30 September Ended 30 September 2018 2017 Increase/(Decrease) 2018 2017 Increase/(Decrease) Gross profit

) Gross Margin -101% -45% Net Profit Margin -254% -96% Financial Performance for the 9 months ended Sebtember 30, 2019 (Unit : Millon Bath) 2019 2019 Inc/(Dec) % Construction income 218.48 116.33 102.15

period -15.82 -83.69 67.87 81.10 Non-controlling interests of the subsidiaries 0.00 -14.60 14.6 -100.00 Profit(Loss) attributable to equity holders of the compa -15.97 -68.68 52.71 76.75 Financial Position

operating results for year 2019. 2. Resolved to propose to 2020 Annual General Shareholder Meeting to consider and approve the omission of appropriation of earnings for legal reserve and the omission of the

total gross profits for the year 2017 was 2,944 million Baht (32% of total revenues); increased by 56% as compared to the year 2016 of 1,882 million Baht, comprising of: (1) gross profit from property

General Meeting of shareholder to consider and approve the dividend payment from the profit of 2017 (Performance on January 1st, 2017 – December 31st, 2017) to Shareholders at the rate 0.06 Baht per share