Exotic Food : Form to Report on Names of Members and Scope of Work of the Audit and Risk Management Committee ( F24-1 )

F 24-1

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

The Company's Board of Directors' Meeting No.3/2022 of Exotic Food Public Company Limited, held on August 15, 2022, has resolved and approved the following resolutions:

Appointment/Renewal of the audit committee:

Chairman of the audit committee	Member of the audit committee
As follows:
(1) ..............................................................................................................................................
(2) ..............................................................................................................................................

• • the appointment/renewal of which shall take an effect as of ……………………………..…
• Determination of / change in the scope of duties and responsibilities of the Audit and Risk Committee according to the following details:
  Change the name of the working group from "AuditCommittee" to "Auditand Risk Committee" and increase the scope of duties to include reviewing the Company's risk management system that is suitable and effective as well as provide support to the Board of Directors in overseeing any risk issues of the Company.
  Such changes shall take effect on August 16th, 2022.
  The Audit and Risk Committee consists of the followings:
• 1. Chairman of the Audit and Risk Committee, Mr. Kittisak Bencharit's remaining term in the office is 3 years.
  2. Member of the Audit and Risk Committee, Mr. Prakit Prachonpachanuk's remaining term in the office is 1 years.
  3. Member of the Audit and Risk Committee, Mr. Sudjai Nilodom's remaining term in office is 2 years.
  4. Member of the Audit and Risk Committee, Mr. Thanuchkris Techarattanakrai's remaining term in office is 3 years.
  5. Member of the Audit and Risk Committee, Mr. Saravut Menasavet's remaining term in office is 2 years.

Secretary of the Audit and Risk Committee, Ms. Wassana Soyplai

Enclosed hereto …-… copies of the certificate and biography of the Audit and Risk Committee. The Audit and Risk Committee's 4th member has adequate expertise and experiences to conduct a review on the creditability of financial reports.

The Audit and Risk Committee of the Company shall have the scope of duties and responsibilities to the Board of Directors on the following matters:

1 Review the Company's financial reports to ensure its accuracy and adequacy in accordance with accounting standards by coordinating with external auditors and relevant executives who are responsible for preparing

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quarterly and annual financial reports. The Committee may recommend an external auditor to review or audit any items that are deemed necessary and important during the auditing process of the Company.

1. Review and evaluate, with an external auditor and an internal auditor, the internal control system and internal audit system to ensure their appropriateness and effectiveness. Determine the internal audit unit's independence, as well as approve the appointment, rotation and dismissal of the chief of the internal audit unit or any other outside person who in charge of an internal audit.
2. Review the Company's compliance with the Securities and Exchange Act B.E. 2535, the SET's regulations, and laws relating to the Company's business.
3. Review the anti-corruption policy and measures to ensure that the Company performs in accordance with prescribed legal and ethical obligations.
4. Review the appropriateness and effectiveness of the Company's risk management system, and provide support to the Board of Directors in overseeing enterprise risks, whereby the Committee shall have the following duties and responsibilities:
5. 1. to consider the Company's enterprise risk management framework, which includes risk appetite, risk capacity, and tolerance, as well as enterprise risk management, and to assess the adequacy of the enterprise risk management policy as prescribed by the Risk Management Committee prior to the proposal to the Board of Directors;
   2. to independently consider and give advice to the Board of Directors concerning the enterprise risk oversight to ensure appropriate risk assessment, monitoring, reporting and control activities;
   3. to assess the adequacy and appropriateness of strategic risk management to ensure business sustainability by supervising and balancing performance with any risk takings, as well as to consider any risk issues affecting all concerned stakeholders and related persons.
   4. to appoint risk management working team to perform duties assigned by the Audit and Risk Committee.
6. Consider, select and nominate an independent person to be the Company's auditor(s), and propose appropriate remuneration for the auditor(s) with respect to reliability and adequacy of resources, including workloads of the audit company, as well as the experiences of the auditors who were assigned to conduct audit on the Company.
7. Attend a non-executive meeting with the external auditor at least once a year.
8. Review connected transactions or transactions that may lead to any conflicts of interest in order to ensure that the Company complies with the laws and the SET's regulations and such transactions are reasonable and provide the greatest benefits of the Company.
9. Consider the acquisition or disposition of assets in which such the transaction size requires an approval from the Audit and Risk Committee and shall be in accordance with the SEC and SET's regulations.
10. Approve the internal audit plan as well as acknowledge the report on the performance of internal audit unit and / or internal auditors who are outsiders.
11. Review and improve the charter of the Audit and Risk Committee and recommend any proposals the Board of Directors for approval.

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1. Prepare and disclose corporate information in the Company's annual report, including Audit and Risk
   Committee's report, which must be signed by the Audit and Risk Committee's Chairman. Such reports shall consist of the following information.
2. 1. An opinion on the accuracy, completeness and reliability of the Company's financial report.
   2. An opinion on the adequacy of the Company's internal control system and the effectiveness of overall risk management.
   3. An opinion on the compliance with the law governing Securities and Exchange, the SET's regulations or the laws relating to the Company's businesses.
   4. An opinion on the suitability of the external auditor.
   5. An opinion on the transactions that may lead to any conflicts of interest.
   6. The number of the Audit and Risk Committee's meetings held and the attendance of such meetings participated by each committee member.
   7. Any opinion or comments received by the Audit and Risk Committee regarding its performing of duties in accordance with the charter, and.
   8. Any other transactions which, according to the Audit and Risk Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities as assigned by the
      Company's Board of Directors.
3. Report its performance to the Company's Board of Directors for acknowledgement at least 4 times a year.
4. If, during the period of performing of duties, the Audit and Risk Committee discovers or suspects any of the following situations which may have a material impact on the Company's financial condition or operating results, the Audit and Risk Committee must report such suspicious matters to the Board of Directo for rectification within a period of time that the Audit and Risk Committee deems it appropriate. This includes:
5. 1. A transaction which causes conflict of interest;
   2. Any fraud, irregularity, or material defect in an internal control system; or
   3. Any violation of the law governing Securities and Exchange, the Stock of Exchange of Thailand's regulations or any law relating to the Company's Business.
6. Investigate any circumstances reported by the external auditor where a director, executive or other person, who is responsible for the Company's operations, is suspected of committing an offense under the Securities and

Exchange Act B.E. 2535. The Committee shall report the results of the preliminary investigation to the Office of the Securities and Exchange Commission and the external auditor within thirty (30) days from the date of the report submitted by the external auditor.

16 Perform any other tasks as assigned by the Company's Board of Directors and as agreed by the Audit and Risk Committee.

17 In performing the duties according to the abovementioned, the Audit and Risk Committee is responsible to the Board of Directors within the authorized scope of duties and responsibilities as assigned. The Board of Directors is directly responsible to outsiders regarding the Company's operations. Such outsiders include shareholders and other relevant stakeholders.

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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 and Risk Committee as stated above meet all of the Stock
   Exchange of Thailand's requirements.

	Signed ………..…-Signed-….……..… Director
(Seal)	(Mr. Jittiporn Jantarach)

Signed …….….…-Signed-…………… Director

(Ms. Vasana Jantarach)