BTS : Criteria for minority shareholders to propose agenda and nominate candidate to be elected as Directors for the 2024 AGM

Attachment

Criteria for Minority Shareholders to Propose Agenda and Nominate Candidates to be Elected as Directors for the 2024 Annual General Meeting of Shareholders of BTS Group Holdings Public Company Limited

BTS Group Holdings Public Company Limited ("the Company") recognizes and is aware of the importance of the equitable and fair treatment of all shareholders as an enhancement of the good corporate governance which is one of the factors leading to the success of the business. Therefore, the Company provides an opportunity to the minority shareholders to propose agenda and nominate candidates to be elected as directors in advance of the Annual General Meeting of Shareholders which is scheduled to be held around July of every year.

For the 2024 Annual General Meeting of Shareholders, the shareholders are cordially invited to propose the agenda and nominate candidates to be elected as directors in advance during the period from December 25 2023 to March 31, 2024. In order to provide clear and transparent procedures and methods, the Company sets out the criteria and procedures as follows:

1. Qualifications of the Shareholders
   The shareholders who wish to propose the agenda or nominate candidates to be elected as directors must possess the following qualifications:
   1.1 Being the shareholder of the Company, either individually or collectively; and
2. 1. Holding shares not less than 5%of the total voting rights of the Company at the date of proposing the agenda or nominating candidates to be elected as directors; or
   2. Holding shares not less than 3%of the total voting rights of the Company, whereby the shareholders shall continuously hold such shares for at least 6 months from the date of acquisition to the date of proposing the agenda or nominating candidates to be elected as directors.
3. Proposal of Agenda

2.1 The proposal that will not be included in the agenda:

1. A proposal that violates the laws, notifications, rules and regulations of the government agencies or other governing agencies or is not complied with the objectives, the articles of association, the shareholders' resolutions or the good corporate governance of the Company;
2. A proposal that relates to the Company's normal business operation and the reference made by the shareholder does not indicate any irregularity thereof;
3. A proposal that relates to a routine matter or is within the management authority of the Board of Directors except those matters having a significant negative impact on the shareholders in general;
4. A proposal that is beyond the ability of the Company to perform;
5. A proposal that is solely beneficial to any specific person or group;

1

1. A proposal that the shareholders already proposed to the shareholders' meeting during the past 12 months but was supported by less than 10% of the total voting shares and there is no material change on the facts of the said matter;
2. A proposal for the matter that the Company has already adopted or implemented;
3. A proposal that the information provided by the shareholder is incomplete, insufficient, contains untrue statements, is ambiguous, is not submitted within the specified time, or is a proposal that the Company is unable to contact the proposing shareholder(s);
4. A proposal that is not beneficial to the Company's operation.

2.2 Supporting Documents for the Proposal of Agenda

1. Evidence of shareholding to show the full qualifications as specified in Clause 1, i.e. a certificate issued by the securities company or any other evidence issued by the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd.
2. Form to Propose Agenda to the 2024 Annual General Meeting of Shareholders (Form A) attached hereto, together with the shareholder's signature affixed therein.
3. Shareholder's identification, valid and certified true copy, as follows:

Individual	:	Copy of identification card / passport (in case of foreigner)
Juristic Person	:	Copy of affidavit issued not more than 3 months and copy of
		identification card / passport (in case of foreigner) of the
		authorized representative affixing signature on Form A

1. If a shareholder has changed his/her title, name, or surname, a copy of evidence of those changes must be enclosed and certified true copy.
2. Form A is to be used for one agenda only. If there are proposals of more than one agenda, Form A must be filled in separately for each agenda.
3. If there are several shareholders collectively proposing the agenda, all shareholders must fill in Form A and affix their signatures and enclose the evidences of shareholding and identification of each of them. In this regard, all shareholders shall jointly appoint one of the shareholders as their contact person with the Company and fill in the contact person name in the Form. Any contact from the Company to such contact person shall be deemed as a contact with all shareholders.
4. Additional documents in support of consideration of the Board of Directors (if any).

2.3 Submission of Documents

1. In order to allow the Company to review the information and check the documents and to allow the Board of Directors to have sufficient time to consider the agenda, documents specified in Clause 2.2 must be delivered to and arrived at the Company no later than March 31, 2024, via registered mail to the following address:
   Company Secretary Office
   BTS Group Holdings Public Company Limited
   15th Floor, TST Tower, No. 21, Soi Choei Phuang, Viphavadi-Rangsit Road Chomphon, Chatuchak, Bangkok 10900
2. Before sending the original documents as specified in paragraph (1), the shareholder may unofficially submit the copy of such documents via email address of the Company Secretary [e-mail] via facsimile at 0-2273-8610.

2

1. Consideration Procedure
2. 1. The Company Secretary will have a preliminary review of the proposal for the Board of Directors as follows:
      (1.1) If it appears that the shareholder does not possess all qualifications as specified in Clause 1, the Company Secretary will notify such shareholder in writing for the close of such matter within April 5, 2024.
      (1.2) If it appears that the shareholder possess all qualifications as specified in Clause 1 but the information or documents are incomplete or incorrect, the Company Secretary will notify such shareholder in writing within April 5, 2024 and if such shareholder fails to rectify or provide information or deliver documents completely and correctly within April 19, 2024, the Company Secretary will notify such shareholder in writing for the close of such matter.
      (1.3) For the cases not falling under paragraph (1.1) or (1.2), the Company Secretary will gather the documents and propose the matter to the Board of Directors.
   2. The Board of Directors will consider the appropriateness of the agenda to be proposed to the shareholders' meeting. The matters to be proposed as agenda shall not be the matters specified in Clause 2.1, unless the Board of Directors considers otherwise.
   3. If the proposed matter has been approved by the Board of Directors to be included as agenda of the shareholders' meeting, the Company will specify in the invitation as the agenda from the shareholders together with the opinion of the Board of Directors.
   4. If the proposed matter has not been approved by the Board of Directors, the Company will notify the shareholder proposing such agenda of the Board of Directors' resolution and reasons within the next business day from the resolution date and notify the Annual General Meeting of Shareholders as a matter for acknowledgement and specify the reasons of such refusal.

3. Nomination of Director

1. A person to be nominated for the election as director shall possess qualifications and shall not have any prohibited characteristics as follows:
2. 1. Having qualifications and not having any prohibited characteristics under the Public Limited Companies Law, Securities and Exchange Law, rules and regulations of the Company and relevant governing agencies and the good corporate governance of the Company. In case of the nomination of independent director, such nominated person shall possess the qualifications as specified in the Company's Definition of Independent Director. In case of the nomination of the member of the Audit Committee, such nominated person shall possess additional qualifications in accordance with the laws;
   2. Having knowledge and skill significantly beneficial to the Company's businesses;
   3. Being independent, able to perform as director with duty of care and duty of loyalty, having good health both mentally and physically, able to contribute and dedicate for the Company's matters; and
   4. Having good work experience and not engaging in a business or being a partner in a general partnership or being an unlimited liabilities partner in a limited partnership or a director in other private or public company which carries on businesses with the same nature and in competition with the Company's businesses.

3

3.2 Supporting Documents for the Nomination of Director

1. Evidence of shareholding to show the full qualifications as specified in Clause 1, i.e. a certificate issued by the securities company or any other evidence issued by the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd.
2. Form to Nominate the Candidate for Election as Director for the 2024 Annual General Meeting of Shareholders (Form B) attached hereto, together with the shareholder's signature affixed therein.
3. Form of Information of the Candidate Nominated for Election as Director and Consent Letter (Form C) attached hereto, together with the candidate's signature affixed therein.
4. Supporting documents of the candidate's qualifications including the education and work experience (Curriculum Vitae), certified true copy by the candidate.
5. Shareholder's identification, valid and certified true copy, as follows:

Individual	:	Copy of identification card / passport (in case of foreigner)
Juristic Person	:	Copy of affidavit issued not more than 3 months and copy of
		identification card / passport (in case of foreigner) of the
		authorized representative affixing signature on Form B

1. If a shareholder has changed his/her title, name, or surname, a copy of evidence of those changes must be enclosed and certified true copy.
2. Each set of Form B and Form C is to be used for the nomination of one candidate to be elected as director only. If there is a nomination of more than one candidate, a set of Form B and Form C shall be prepared separately for each candidate.
3. If there are several shareholders collectively nominating the candidate to be elected as director, all shareholders must fill in Form B and affix their signatures and enclose the evidences of shareholding and identification of each of them. In this regard, all shareholders shall jointly appoint one of the shareholders as their contact person with the Company and fill in the contact person name in the Form. Any contact from the Company to such contact person shall be deemed as a contact with all shareholders.
4. Additional documents in support of consideration of the Board of Directors (if any).

3.3 Submission of Documents

1. In order to allow the Company to review and verify submitted information and documents and to allow the Nomination and Remuneration Committee and the Board of Directors to have sufficient time for consideration, documents specified in Clause 3.2 must be delivered to and arrived at the Company no later than March 31,
   2024, via registered mail to the following address:

Company Secretary Office

BTS Group Holdings Public Company Limited

15th Floor, TST Tower, No. 21, Soi Choei Phuang, Viphavadi-Rangsit Road Chomphon, Chatuchak, Bangkok 10900

1. Before sending the original documents as specified in paragraph (1), the shareholder may unofficially submit the copy of such documents via email address of the Company Secretary [e-mail] via facsimile at 0-2273-8610.

4

3.4 Consideration Procedure

1. The Company Secretary will have a preliminary review of the proposal for the Nomination and Remuneration Committee as follows:
   (1.1) If it appears that the shareholder does not possess all qualifications as specified in Clause 1, the Company Secretary will notify such shareholder in writing for the close of such matter within April 5, 2024.
   (1.2) If it appears that the shareholder possess all qualifications as specified in Clause 1 but the information or documents are incomplete or incorrect, the Company Secretary will notify such shareholder in writing within April 5, 2024 and if such shareholder fails to rectify or provide information or deliver documents completely and correctly within April 19, 2024, the Company Secretary will notify such shareholder in writing for the close of such matter.
   (1.3) For the cases not falling under paragraph (1.1) or (1.2), the Company Secretary will gather the documents and propose to the Nomination and Remuneration Committee.
2. The Nomination and Remuneration Committee will consider the appropriateness of the candidate nominated for the election as director and further propose to the Board of Directors. The candidate shall possess qualifications and do not have any prohibited characteristics as specified in Clause 3.1, unless the Nomination and Remuneration Committee or the Board of Directors considers otherwise.
3. If the candidate has been approved by the Board of Directors, such candidate will be nominated for the election as director at the shareholders' meeting and will be specified in the invitation as the candidate nominated by the shareholders together with the opinion of the Nomination and Remuneration Committee and the Board of Directors.
4. If the candidate has not been approved by the Nomination and Remuneration Committee or the Board of Directors, the Company will notify the shareholder nominating such candidate of the Nomination and Remuneration Committee's resolution or the Board of Directors' resolution within the next business day from the resolution date and notify the Annual General Meeting of Shareholders as a matter for acknowledgement.

************************************

5

Form A

	Form to Propose Agenda to the 2024 Annual General Meeting of Shareholders
(1)	I, Mr./Mrs./Miss	, being the shareholder of
BTS Group Holdings Public Company Limited ("the Company"), holding	shares,
residing at No.	Road	Sub-district
District	Province	Home/Office Tel. No.
Mobile No.	E-mail

1. I would like to propose the agenda for the 2024 Annual General Meeting of Shareholders as follows:

for

Acknowledgement

Consideration

Approval

having the supporting information / facts / reasons as follows:

together with additional supporting documents (if any), which have been certified true and correct on each page

in a number of	pages.
(3) I hereby appoint Mr./Mrs./Miss	, the shareholder, to be
the contact person according to Clause 2.2 (6)

I certify that the above information, evidence of shareholding and additional supporting documents are all correct and hereby affix my signature as evidence thereof.

Shareholder's signature

(	)
Date

Remarks

1. Shareholder must enclose the supporting documents as specified in Clause 2.2 and the originals must be delivered to and arrived at the Company no later than March 31, 2024. Before sending the originals, the shareholder may unofficially submit the copy of such documents via email address of the Company Secretary [e-mail] via facsimile at 0-2273-8610.
2. Form A is to be used for one agenda only. If there are proposals of more than one agenda, Form A must be filled in separately for each agenda.
3. If there are several shareholders collectively proposing the agenda, all shareholders must fill in Form A and affix their signatures and enclose the evidences of shareholding and identification of each of them.
4. If a shareholder has his/her title, name, or surname changed, a copy of evidence of those changes must be enclosed and certified true copy.
5. The Company reserves the rights to revoke the rights of the shareholder who has provided incomplete or incorrect information or cannot be contacted or unqualified.

6

Form B

Form to Nominate the Candidate for Election as Director

For the 2024 Annual General Meeting of Shareholders

(1)	I, Mr./Mrs./Miss	, being the shareholder of
BTS Group Holdings Public Company Limited ("the Company"), holding	shares,
residing at No.	Road	Sub-district
District	Province	Home/Office Tel. No.
Mobile No.	E-mail
(2)	I would like to nominate Mr./Mrs./Miss	Age	years,

who is fully qualified and does not have any prohibited characteristics in accordance with the criteria of the Company, to be elected as director. I hereby provide the information and consent letter of the candidate in the attached Form of Information of the Candidate Nominated for Election as Director and Consent Letter (Form C), including the supporting documents of the candidate's qualifications, i.e. the education and work experience.

(3) I hereby appoint Mr./Mrs./Miss, the shareholder, to be the contact person according to Clause 3.2 (8)

I certify that the above information, evidence of shareholding, Form C and supporting documents are all correct and hereby affix my signature as evidence thereof.

Shareholder's signature

() Date

Remarks

1. Shareholder must enclose the Form of Information of the Candidate Nominated for Election as Director and Consent Letter (Form C) and the supporting documents as specified in Clause 3.2 and the originals must be delivered to and arrived at the Company no later than March 31, 2024. Before sending the originals, the shareholder may unofficially submit the copy of such documents via email address of the Company Secretary [e-mail] via facsimile at 0-2273-8610.
2. Each set of Form B and Form C is to be used for the nomination of one candidate to be elected as director only. If there is a nomination of more than one candidate, a set of Form B and Form C must be prepared separately for each director.
3. If there are several shareholders collectively nominating the candidate to be elected as director, all shareholders must fill in Form B and affix their signatures and enclose the evidences of shareholding and identification of each of them.
4. If a shareholder has his/her title, name, or surname changed, a copy of evidence of those changes must be enclosed and certified true copy.
5. The Company reserves the rights to revoke the rights of shareholder who has provided incomplete or incorrect information or cannot be contacted or unqualified.

7

Form C

Form of Information of the Candidate Nominated for Election as Director

and Consent Letter

1. Personal Details

Photo

1. General Information (Please enclose a copy of valid identification card / passport (in case of foreigner) and certified true copy)
   Name / Surname (Thai)

Name / Surname (English)
Nationality	Date of Birth	Age	years
residing at No.	Road	Sub-district
District	Province	Home/Office Tel. No.
Mobile No.	E-mail

1. Education (Please enclose a certified true copy of academic certificates)

 Below Bachelor's Degree	 Bachelor's Degree	 Above Bachelor's Degree
Year	Institution	Major

Thai Institute of Directors Training Programs

Year

1. • Director Certification Program (DCP)
   • Director Accreditation Program (DAP)
   • Audit Committee Program (ACP)
   • The Role of the Compensation Committee (RCC)
   • Role of the Nomination & Governance Committee (RNG)
   • Other (Please specify)
2. Work Experience in the past 5 years (Please enclose a certified true copy of Curriculum Vitae)

Year

Company

Position

8

1. Shareholding in BTS Group Holdings Public Company Limited (including spouse and minor children, and the juristic person that such person or spouse or minor children holding more than 30% of the total voting rights of the said juristic person)

Ordinary Shares (BTS)	shares
BTS-W7 Warrants (if any)	units
BTS-W8 Warrants (if any)	units

1. Having direct / indirect interests (Please specify nature of the transactions and characteristics of such interests, including transaction value)

2. No Prohibited Characteristics and Consent from the Candidate

I,, acknowledge and give my consent of being nominated for

the election as director of BTS Group Holdings Public Company Limited at the 2024 Annual General Meeting of Shareholders, and certify that the information provided above is true and the supporting documents submitted herewith are complete, accurate, and correct, and without omission of any material facts. I hereby certify that I possess qualifications and do not have any prohibited characteristics as stipulated by the Public Limited Companies Law, Securities and Exchange Law, rules and regulations of the Company and relevant governing agencies and the good corporate governance of the Company, including criteria as specified in Clause 3.1. I agree that if the Board of Directors has nominated me for the election as director to the shareholders' meeting, I shall fully cooperate with the Company and comply with the rules and regulations of the Company.

	Candidate's signature
(	)
Date

9