Bangchak PCL : The Resignation and Appointment of Audit Committee Member

-TRANSLATION-

No. 10000/099/2018

22 November 2018

Subject : The Resignation and Appointment of Audit Committee Member Attention : President of the Stock Exchange of Thailand

Bangchak Corporation Public Company Limited (the "Company") would like to announce that Mrs. Prisana Praharnkhasuk, Independent Director and Audit Committee Member, has resigned from the position of Audit Committee Member due to the assignment to serve as a representative Director in another company which the Company has vested interest in, effective on 1 January 2019. The Board of Directors of the Company, in its meeting No. 14/2018 held on Thursday, 22 November 2018, resolved to appoint Dr. Porametee Vimolsiri, Independent Director, as Audit Committee Member to fulfill the vacated position, effective on 1 January 2019 onwards.

Please be informed accordingly.

Yours sincerely,

-signed-

(Mr. Chaiwat Kovavisarach) President and Chief Executive Officer

The Secretary to the Board of Directors Division

Tel: [phone]

Fax: [phone]

F 24-1

Form to Report on Names of Members and Scope of Work of the Audit Committee

The Board of Directors meeting No. 14/2018 of Bangchak Corporation Public Company Limited, held on 22 November 2018 resolved the meeting's resolutions concerning the following matters:

• o Appointment of audit committee/Renewal for the term of audit committee:

  • o Chairman of the audit committee

  • o Member of the audit committee

  As follows (1) Dr.Porametee Vimolsiri

  The appointment/renewal of which shall take an effect as of 1 January 2019.

• o Determination/Change in the scope of duties and responsibilities of the audit committee with the following details: ……………………............................................................................................................ ……..… This change shall take effect on …………………………… ..…

The audit committee is consist of:

1. Chairman of the audit committee

Mr. Suthep Wongvorazathe	remaining term in office 1 year and 4 months
2. Member of the audit committee
Pol.Lt.Gen. Chaiwat Chotima	remaining term in office 1 year and 4 months
3. Member of the audit committee
Dr.Porametee Vimolsiri	remaining term in office 1 year and 4 months
Secretary of the audit committee

Mr. Pichit Wongrujiravanich, Executive Vice president of the Internal Audit

Enclosed hereto is…-…copies of the certificate and biography of the audit committee. The audit committee number(s) 1,3 has adequate expertise and experience to review creditability of the financial reports.

The audit committee of the company has the scope of duties and responsibilities to the Board of Directors on the following matters:

• 1. To ensure accuracy and adequacy of the Company's financial reporting according to Accounting Principles governed by laws.

• 2. To ensure that the Company has a suitable and efficient internal control system and internal audit and to ensure the efficiency and adequacy of the risk management system.

• 3. To review the performance of the Company to ensure compliance with the securities and exchange law, regulations of the exchange or laws relating to business of the Company.

• 4. To review a connected transaction or transaction that may lead to conflict of interest or acquisition and disposition of assets transaction to ensure compliance with the laws and regulations of the Stock Exchange of Thailand (SET), and that it is reasonable and brings the highest benefit to the Company.

• 5. To inspect and consider with the management on the defects that have been found and on the responses from the management.

• 6. To empower the auditing and investigating of all related parties under the authorization of the Audit Committee and also to authorize hiring of an expert so as to audit and investigate in compliance with the Company's regulations.

• 7. To prepare a report of the Audit Committee and disclose it in the annual report of the Company, and have such report signed by Chairman of the Audit Committee.

• 8. To consider, select, nominate the person who is independent to be the Company's auditor, recommend remuneration of the Company's auditor, recommend the removal of the Company's auditor and, at least once a year, attend the private meeting with an auditor without management.

• 9. To consider auditing scopes and plans of the external auditor and the Internal Audit so that they are contributory to each other and to reduce double operations as concerns financial auditing.

• 10. To approve the Charter, audit work plans, budget, training plans and manpower of the Internal Audit

• 11. To appoint, transfer, dismiss, and undertake annual evaluation of the Chief Audit Executive and review the independence of Internal Audit.

• 12. To review the efficiency and effectiveness of internal control and risk management focusing on the issue of information technology.

• 13. In performing the duty of the Audit Committee, if there is transaction or act which could extremely affect the Company's financial status and the Company's performance, namely

  • (1) Transaction which lead to conflict of interest

  • (2) Dishonest, extremely unusual or remiss internal control system

  • (3) Breaking the securities and exchange law, regulations of the exchange or laws relating to business of the Company

  The Audit Committee has to report it to the Board of Directors so as to modify and revise within prescribed time. If the Audit Committee or executives does not modify and revise within the prescribed time, the Audit Committee is able to report this transaction or act to the Securities and Exchange Commission or the Stock Exchange of Thailand.

• 14. To review and consider the Self-Evaluation Tool for Countering Bribery of Private Sector Collective Action Coalition against Corruption (CAC).

• 15. To perform any other act assigned by the Board of Directors with approval of the Audit Committee.

The company hereby certifies that

• 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and

• 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand.

-Signed-President and Chief Executive Officer

(Mr. Chaiwat Kovavisarach)