Page 180 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

1. The term of one-third of the directors shall end at every Annual General Meeting of Shareholders. The longest -
serving directors shall be due first and may be re-elected to resume duty.
2. At the Annual General Meeting of Shareholders, directors should be chosen in the following method:

2.1 Each shareholder shall have a number of votes equal to the number of shares held.

2.2 Each shareholder may exercise all the votes he/she has under item 2.1 to elect one or several persons as
a director or directors. If several persons are to be elected as directors, the shareholder may not allocate
his/her votes in different numbers to different persons.

2.3 The candidates shall be ranked in order descending from the highest number of votes received to the
lowest and shall be appointed as directors in that order until all of the directorships are filled. When there
is a tie in the votes cast for candidates in descending order, which would otherwise cause the number of
directors to exceed the limit, the Chairman is entitled to cast the deciding vote.
3. In case of vacancy or vacancies due to other reasons, the Board of Directors, by a vote in which three-fourths
of its members agree, shall elect someone who has the prerequisite qualifications and is not subject to prohibited
conditions according to clause 68 of the Public Companies Act, B.E. 2535 (1992). The Board of Directors can
thereby appoint him/her as a director in the next Meeting. An exception is the case of a term with less than 2
months remaining, where the term of the newly appointed director shall expire at the same time as the preceding
director.
The Independent Directors and Directors shall hold the following qualifications

1) The Independent Directors
Independent directors shall have all the qualifications stipulated by the Capital Market Supervisory Board.
Independent directors must protect the interests of every shareholder in a fair and impartial manner in order to
avoid any conflicts of interest that may arise. They shall be able to attend board meetings and independently
express their comments and opinions.

The Independent Directors shall hold the following qualifications:
(1) Holds no more than 0.1% of total voting stocks of the Company, its parent company, its subsidiaries, its
associated companies, major shareholder or controlling persons who may have conflicts of interest,
including stocks held by connected persons of the independent director;

(2) Is not or has never been an executive director, employee, staff, or advisor who receives the salary of a
controlling person of the Company, its parent company, its subsidiaries, its associated companies, same-
level subsidiaries, a major shareholder or controlling persons who may have conflicts of interest unless the
foregoing status has ended for more than 2 years before the date of appointment as an independent director.
The above restrictions do not apply to the appointment of an independent director who was a Government
official or civil servant or consultant to a Government entity that was a major shareholder in the Company or
which had control over the Company;

(3) Is not a person related by blood or legal registration, such as father, mother, spouse, sibling and child,
including spouse of the children, management, major shareholders, controlling persons, or persons to be
nominated as management or controlling person of the Company or its subsidiaries;

Part 2 page 56