Berli Jucker : Invitation for minority shareholders to nominate director positions propose the agenda for Annual General Meeting of Shareholders 2021

CGD 018/2019

12 November 2020

Subject: Invitation for minority shareholders to nominate director positions propose the agenda for Annual General Meeting of Shareholders 2021

Dear: President

The Stock Exchange of Thailand

Berli Jucker Public Company Limited ("the Company") would like to notify that in order to comply with the Section 89/28 of the Securities and Exchange Act B.E. 2535 (as amended) and principles of good corporate governance, the Board of Directors Meeting No. 5/2020 held on 12 November 2020 resolved that the minority shareholders are entitled to nominate candidates for director and propose the agenda for Annual General Meeting of Shareholders 2021. The proposals must be made in compliance with the rules as specified by the Company which posted on the Company's website: www.bjc.co.thin the Section of Investor Relation. Shareholders may send their proposals for these matters via e-mail to [e-mail] the Company Secretariat Office which is located at the 14th Floors, Berli Jucker House, No.99 Soi Rubia, Sukhumvit 42 Road, Phrakanong, Klongtoey, Bangkok 10110 within 31 December 2020.

Please be informed accordingly.

Yours faithfully,

Berli Jucker Public Company Limited

(Mr. Thirasakdi Nathikanchanalab)	(Mr. Aswin Techajareonvikul)
Director	Director

In case of inquiry, please contact:

Group Company Secretary Division Tel.[phone] ext. 1095, 1892

Berli Jucker Public Company Limited

Berli Jucker House, 99 Soi Rubia

Sukhumvit 42 Road, Phrakanong, Klongtoey

Bangkok 10110, Thailand

Tel: [phone] and 0-2367-4520-39

Fax: [phone] and 0-2381-4545

Registration Number 0107536000226

www.bjc.co.th

บริษัท เบอร์ลี่ ยุคเกอร์ จ ำกัด (มหำชน) อำคำร เบอร์ลี่ ยุคเกอร์ 99 ซอยรูเบีย ถนนสุขุมวิท 42 แขวงพระโขนง เขตคลองเตย กรุงเทพฯ 10110 โทรศัพท์ (66-2)367-1111 และ 0-2637-4520-39

โทรสำร (66-2)367-1000 และ 0-2381-4545 ทะเบีบยนเลขที่ 0107536000226 www.bjc.co.th

Criteria for Shareholders to Propose Agenda Items and Nomination of Directors for Annual General

Meeting of Shareholders 2021

1. Objective

The Company strongly intends to comply with the provisions of law in relation to proposals of agenda Items under section 89/28 of the Securities and Exchange Act B.E. 2535 (including its amendments) and with good corporate governance principles. The Company believes that proposals of agenda Items and nomination of directors contribute to appropriate management with high effectiveness and efficiency and is accepted by the general investors and stakeholders as the Company haring good corporate governance.

Giving the right to minority shareholders to propose agenda items for the annual general shareholders meeting and to nominate an individual to become a director in advance shows that the Company treats every shareholder fairly and equally. In addition, in order to have a clear approval process and method, the Company prescribes that minority shareholders can propose the agenda items for the annual general shareholders meeting and nominate an individual to become a director in advance. This will help in examining whether the agenda items truly benefit the Company and help in selecting a qualified individual as a director who will act efficiently for the best interest of the Company and for all interested parties together with enabling the Company to comply with its business supervision.

2. Definition

"The Company" means Berli Jucker Public Company Limited

"The Board of Directors" means the Board of Directors of Berli Jucker Public Company Limited

"Director" means Directors of Berli Jucker Public Company Limited

"Agenda Items" means Agenda items of Annual General Shareholders Meeting 2021 of Berli Jucker Public Company Limited

"Annual General Meeting of Shareholder's means Annual General Meeting of Shareholders 2021 of Berli Jucker Public Company Limited

3. Qualifications of shareholders eligible to propose Agenda Items and Nomination of Directors

The Agenda Items and/or nomination of Directors shall be proposed by a shareholder or shareholders holding shares and having an aggregate voting right not less than 5 percent of all Company voting rights as of the date of the proposal of meeting Agenda items and/or nomination of Directors.

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4. Proposal of Agenda Items and Nomination of Directors

4.1 Matters which are not included in Agenda Items.

1. Matters for which the directors can refuse the proposed agenda items as section 89/28 of the Securities and Exchange Act B.E. 2535.
2. Matters contradicting laws, notifications, rules and regulations of governmental agencies or agencies supervising companies or matters which do not conform to the Company's objectives, articles of association or shareholders meeting resolutions;
3. Matters which have already been undertaken by the Company;
4. Matters for which shareholders did not provide sufficient or correct information or did not specify whether such matters will be proposed as matters for acknowledgement, for approval or for consideration, or additional information is not available due to inability to contact the proposing shareholders;
5. Matters proposed by (a) shareholder(s) who is not fully qualified as specified in Clause 3; or
6. Matters which are out of power that the Company can proceed.

4.2 Process of proceeding

(1) The shareholder who possesses the qualifications as specified in Clause 3 shall prepare the form to propose Agenda Items to the Board of Directors by completing Form to Propose Agenda Items for the Annual General Meeting of Shareholders (Form A) as attached, or submitting the same to the Company unofficially via email of Company Secretariat at [e-mail] before submitting the original Form A, affixing his/her signature therein, to the Board of Directors through Group Company Secretary Division together with the supporting documents to the Company by 31 December 2020.

The evidence of shares held as specified in Clause 3, namely the certified letter of the securities company or other evidence of the Stock Exchange of Thailand. In case shareholders are commercial registration, the copy of certificate of commercial registration must be enclosed. Also, the copy of director nominee's identification card or passport (in case of the foreigner nominee) who has signed his/her name in this Form B must be enclosed and certified true copy, together with supporting documents beneficial for the Board of Directors consideration (if any) must be delivered to the Company through Group Company Secretary Division by 31 December 2020 in order to allow the Board of Directors to give adequate consideration.

1. In the case that combined shareholders who are fully qualified as specified in Clause 3 collectively propose an Agenda Item for the meeting to the Board of Directors, the first shareholder must fill in Form A completely and affix their names as evidence. The rest of the shareholders must fill in parts (1) and (2) of Form A completely and affix their names as evidence separately, then gather each of those Form A, the evidence of shares held, and support documents (if any) together into one set to propose to the Board of

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Directors through Group Company Secretary Division. The alternative way is to send proposal unofficially before submitting the original as stated in Clause 4.2 (1).

1. In the case that one or several shareholders who are fully qualified as specified in Clause 3 propose more than one Agenda Item, such shareholder(s) shall prepare one "Form A" for each Agenda Item and affix their signatures therein or may unofficially submit the documents prior to submitting the original document as stated in 4.2 (1).
2. The Company Secretary shall initially review the Form A, the evidence of share held and other support documents for the Board of Directors as follows:

(4.1) In the case of Agenda Items for which the proposing shareholder did not provide complete or correct information, the Company Secretary will give notice to the proposing shareholders by 15 January 2021. If the proposing shareholders fail to rectify the Agenda Items and return the same to the Company prior to 31 January 2021, the Company Secretary will notify to the proposing shareholder to acknowledge the disqualification of such proposed Agenda Items.

(4.2) In the case of an agenda item proposed by a shareholder who is not fully qualified as specified in Clause 3, the Company Secretary will notify to the proposing shareholder to acknowledge the disqualification of such proposed Agenda Item by 31 January 2021.

(4.3) The Company Secretary will submit all the disqualified Agenda Items as stated in Clause (4.1) or (4.2) to the Board of Directors during the Board of Directors Meeting of February 2021.

1. The Board of Directors will consider whether the Agenda Items proposed by shareholders, which have no disqualifications as specified in Clause 4.1 (1) - (6), or unless otherwise decided by the Board of Directors, are suitable to be included in the Agenda. The decision of the Board of Directors shall constitute the final decision.
2. The Agenda Items which are approved by the Board of Directors will be included in the meeting agenda and contained in the notice to the shareholders together with the opinion of the Board of Directors, and delivered to the shareholders. With regard to the disapproved agenda Items and the agenda items which are disqualified under Clause (4) (4.1) - (4.2), the Company will notify those Agenda Items along with the reason for disapproval, in the Shareholders meeting.

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