Airports of Thailand Public : Form to Report on Names of Members and Scope of Work of the Audit Committee (F 24-1)

- Translation -

F 24-1

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

The Board of Directors meeting of Airports of Thailand Public Company Limited No. .2/2020 held on

3 February 2020 resolved the meeting$s resolutions in the following manners:

• Appointment:

Chairman of the Audit Committee	Member of the Audit Committee
As follows:	(1) Mr. Wara Tongprasin	as Chairman of the Audit Committee

1. Air Chief Marshal Bhanupong Seyayongka as Member of the Audit Committee The appointment is effective as of 3 February 2020

Determination/Change in the scope of duties and responsibilities of the Audit Committee with the following details:

1. • the determination/change of which shall take an effect as of The Audit Committee consists of:
2. Chairman of the Audit Committee Mr. Wara Tongprasin remaining term in office 2 years - month
3. Member of the Audit Committee Mrs. Natjaree Anuntasilpa remaining term in office 2 years - month
4. Member of the Audit Committee Air Chief Marshal Bhanupong Seyayongka remaining term in office 1 year 3 months

Secretary of the Audit Committee Vice President of the Audit Office

Enclosed hereto are 2 copies of certificates and biographies of the Audit Committee members. The Audit Committee members number 1 and 2 have 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 Director on the following matters:

1. To review and ensure that AOT$s good corporate governance, internal control system, internal audit system, risk management system, financial and accounting reporting system and information security system are in accordance with the global standards, concise, appropriate, efficient and effective
2. To review AOT$s internal performance and to provide suggestions to the AOT Board of Directors and/or the management in case where the Audit Committee deems that they could contribute to AOT$s and its units$ performance efficiency and achievement of objectives in alignment with good corporate governance principles
3. To review the accuracy of reference documents and self-evaluation form on AOT$s anti-corruption measures according to Thailand$s Private Sector Collective Action Coalition Against Corruption (CAC) as well as supervise and scrutinize the appropriateness and adequacy of anti-corruption policy and practice guidelines
4. To supervise internal control, preparation of financial reports and other processes relating to anti-corruption measures and to ensure compliance with those measures

1. To review risk assessment and provide recommendations on risk mitigation actions to the AOT Board of Directors, which will be further executed by the executives
2. The Audit Committee shall meet with the President at least once a year to discuss the report on the implementation of anti-corruption policy, regularly report internal audit results on AOT$s anti-corruption measures to the AOT Board of Directors and provide recommendations on best practices to the AOT Board of Directors and executives.
3. To review the accuracy, appropriateness and credibility of AOT$s and its units$ financial reporting standards as well as disclose adequate information according to the generally accepted accounting standards and international accounting standards
4. To review AOT$s performance to ensure compliance with the laws, Cabinet$s resolutions, Articles of Association and relevant regulations as well as review processes in compliance with ethics and AOT$s code of conduct
5. To review AOT$s compliance with the Law on Securities and Exchange, regulations of the Stock Exchange of Thailand and any relevant laws relating to AOT$s business
6. To give advice on the appointment, transfer, demotion, promotion and performance evaluation of the Vice President of the Audit Office to the AOT Board of Directors.
7. To jointly consider with the President an annual performance reward of the Vice President of the Audit Office and to jointly consider with the Vice President of the Audit Office and the President the appropriateness of the appointment, transfer and annual performance reward of the Audit Office$s staff
8. To supervise, monitor, advise and support the Audit Office to independently perform its duties, to review the auditing reports of the Audit Office to ensure that they are elaborated with quality, beneficial and applicable to the improvement of AOT units$ performance and that any beneficial suggestion is followed to help mitigate risks to an acceptable level
9. To agree on a budget and approve an annual audit plan, a workforce planning, and a knowledge, skill and personality development plan of the Audit Office$s staff to ensure that the auditing covers all areas of finance, accounting, administration, operation and information technology systems, and to monitor the results of such plans
10. To review AOT$s Articles of Association, rules, regulations, orders and notifications relating to the determination of duties of the Audit Office once a year in order to ensure that its independence is sufficient enough to perform duties efficiently. Given that any action is found to affect its independence, such review shall be submitted to the AOT Board of Directors for consideration of improvement.
11. The Audit Committee shall consider a charter and audit plans of the Audit Office and approve them in case where authorization is obtained from the AOT Board of Directors. The Audit Committee shall also consider and give comments on qualifications and performance of the Vice President of Audit Office to the AOT Board of Directors and evaluate the performance effectiveness and efficiency of the Audit Office.
12. To consider the connected transactions or transactions that may lead to conflicts of interest in accordance with the laws and regulations of the Stock Exchange of Thailand, in order to ensure that such transactions are reasonable, accurate, complete and greatly beneficial to AOT

1. To consider, select, nominate and dismiss an independent person as the Company$s auditor and to propose such person$s remuneration.
2. To examine any letters submitted by the auditor to the management and to provide any observations and suggestions on significant irregularities or flaws found during auditing, to consider and provide opinions to the AOT Board of Directors. The Audit Committee may require further information from the auditor to obtain correct understandings concerning such letters and ensure that any beneficial observations and suggestions are considered by the AOT Board of Directors and then put into practice. In case where any observations or suggestions are not considered or followed without excusable reasons, the Audit Committee shall consult with the management and propose them to the AOT Board of Directors for re-consideration.
3. The Audit Committee shall invite the auditor to attend its meeting without presence of the management at least once a year.
4. To promote the independence of the auditor and support the Audit Office$s performance of duties based on independence and fairness and in accordance with the international standards, and to enhance adequate and appropriate cooperation among the management, the auditor and the Audit Office.
5. The Audit Committee shall consider material issues that may affect AOT$s business operations. The Audit Committee is directly accountable to the AOT Board of Directors.
6. To review conclusions and supporting evidences in the case where the employees or executives may commit corrupt acts or abuse of power causing damage to AOT, and to present the findings to the AOT Board of Directors for immediate consideration
7. To perform any other acts as assigned by the AOT Board of Directors within the scope of duties and responsibilities of the Audit Committee
8. To prepare an internal audit report at least once a quarter and an annual performance report in the fourth quarter to be disclosed in AOT$s Annual Report. The annual performance report must be signed by the Chairman of the Audit Committee and must at least contain the following information:
9. 1. Opinions regarding the accuracy, completeness and credibility of the process of preparing and disclosing information in financial reporting,
   2. Opinions regarding the adequacy of AOT$s risk management and internal control systems,
   3. Opinions regarding AOT$s compliance with the Law on Securities and Exchange, regulations of the Stock Exchange of Thailand or any relevant laws relating to AOT$s business,
   4. Opinions regarding the appropriateness of the auditor,
   5. Opinions regarding the transactions that may lead to conflicts of interest,
   6. Number of the Audit Committee$s meetings and attendance record for each member of the
      Audit Committee,
   7. Opinions or overall observations obtained by the Audit Committee from its performance of duties according to the Charter,
   8. Performance of duties according to the Charter,
   9. Other reports which should be acknowledged by the shareholders and general

investors within the scope of duties and responsibilities as assigned by the AOT Board of Directors;

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 AAAAAAA.A..AAAAAAAAAAAAAAAAAAA Chairman

(Mr. Wara Tongprasin)

(Seal)

Signed Air Chief Marshal A.AAAAAAAAAA..AAAAAA Member

(Bhanupong Seyayongka)