Krungthai Card : Criteria for shareholders to propose AGM agenda and nomination of directors in advance for the AGM 2023

(Translations)

Criteria for shareholders to propose AGM agenda and nomination of directors in advance

for the AGM 2023

Objectives

To be a listed company with good corporate governance, Krungthai Card Public Company Limited (the "Company") deems it appropriate to grant the shareholders the right to propose an agenda of annual general shareholders' meeting and qualified director nomination in advance of the AGM 2023, as a part of the Company's good corporate governance with the purpose of equitable and fair treatment of all shareholders. The Company has arranged the following criteria to authorize shareholders to propose agendas and the qualified director nomination prior to the meeting.

Criteria for shareholders

1. The Qualification of shareholders

Any shareholder who wishes to propose an agenda for the AGM must possess qualifications in accordance with the following criteria.

1. Being a shareholder or shareholders who hold shares and have the right to vote of at least five percent of the total number of the voting rights of the company, and holding the shares in the said proportion continuously for a minimum of one year, as well as being the shareholder of the Company at the date when the agenda is proposed or a person to be nominated as director and eligible for 2023 AGM meeting.
2. Must provide evidence of shares being held as completely specified in Clause 1.(1) such as copies of certificate of shares held issued by a Securities Company, or any other certificates granted by the Stock Exchange of Thailand, or Thailand Securities Depository Co., Ltd.

2. Proposal Method of the Agenda

2.1 Consideration of the Procedure

1. The shareholder who possesses all qualifications as specified in Clause 1 must submit the Form of AGM Agenda Proposal(as attached to this criteria) to the Board of Directors, or send the proposal unofficially through an e‐mail address at [e-mail], or the Company's website at www.ktc.co.th by selecting Investor Relations, and Shareholders' Meeting, prior to submitting the original copy of AGM Agenda Proposal Form with the shareholder's signature as evidence. In this regard, the original with the shareholder's signature, the evidence of shares held according to Clause 1, altogether with supporting documents that are beneficial to the Board of Directors' consideration (if any) must be delivered to the Company by registered post within the 31 January 2023 at the following address:

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Office of President & CEO

Krungthai Card Public Company Limited

591 United Business Center, 14 FL., Sukhumvit 33 Rd

North Klongton, Wattana, Bangkok 10110

1. In case many shareholders altogether with each possessing required qualifications in accordance with Clause 1, have unified to propose an agenda to the Board of Directors, the first shareholder must complete the Form for Proposal of Agenda Items of Annual General Shareholders Meetingand affix their names as evidence. The second shareholders onwards must complete part 1 and 2 of such Form and affix their names as evidence, the Form For Proposal of Agenda Items of Annual General Shareholders Meeting, the evidence of shares being held, and other supporting documents (if any) together into one set of documents to propose to the Board, or may submit an unofficial document prior to submitting the master according to (1).
2. In case one or more than one shareholder altogether, who possess qualifications as specified in Clause 1, propose more than one agenda, the shareholders must complete the Form for Proposal of Agenda Items of Annual General Shareholders Meetingand affix their names as evidence separately (one Form per one Agenda for the Meeting), or may submit an unofficial prior to submitting the master according to (1).
3. Office of President & CEO Department will initially review the proposal for the Board; (4.1) In case the information provided is incomplete or incorrect, The Office of President & CEO Department shall notify the shareholders within the 1 February 2023 and the shareholders must proceed to rectify such incompleteness or incorrectness and submit the original copy to the Company within the 3 February 2023.
   (4.2) In case the shareholders are not considered fully qualified in accordance with Clause 1, The Office of President & CEO Department shall notify the shareholders within the 3 February 2023.
   In the case that, the shareholder is unable to deliver the complete and accurate documents within the date specified in Clause 2.1 (1) and/or (4) as the case may be, it shall be deemed that the right to propose an agenda of annual general shareholders' meeting is waived by the shareholder.
4. The Board of Directors will consider a proposal according to the criteria. A proposal approved by the Board along with the Board's opinion will be included in the AGM notice of agenda. For a proposal disapproved by the Board of Directors, the Company shall instantly inform the shareholders with the reason for the Board's disapproval at the shareholder's meeting. In the case that, shareholder's resolve by a majority votes of the shareholders who possess the voting rights approved to include such agenda in the annual general meeting, therefore the Board shall include such agenda in the next shareholder meeting.

2.2 The right not to place a proposal on the Agenda

1. A proposal that violates the law, notification, rules, and regulations of government agencies or other governing agencies or is not in compliance with the objectives,

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Articles of Association, the shareholders' resolution, or the good corporate governance of the Company.

1. A proposal that is beneficial only to a specific person or group.

1. A proposal relating to the Company's ordinary business practices and the facts cited by the shareholders that do not indicate any reasonable ground to suspect the irregularity of such matter.
2. A proposal that is beyond the Company's power to produce the purposed result or is not beneficial to the Company and shareholders in general.

1. The proposal that was submitted to the shareholders' meeting for its consideration within the previous twelve months which received the supporting votes of less than ten percent of the total number of the voting rights of the Company, whereas the fact pertaining has not significantly changed.
2. A proposal whereas the information provided by shareholders is incomplete, indefinable or incorrect, and those proposing shareholders are unable to be contacted.
3. Any issue proposed by a shareholder who is not fully qualified as specified in Clause 1 and/or any issue proposed not in compliance with procedures and/or methods designated by the Company.
4. A proposal that has already proceeded by the Company.
5. Any other cases as specified in the notifications of the Securities and Exchange Commission, the Capital Market Supervisory Board or other related regulators.

3. The Nomination for Director

3.1 Qualifications and Prohibitions of the person being nominated as Directors

1. Having the qualifications and not possessing of any prohibited characteristics the Public Limited Company Act, and Securities & Exchange Act and the other relevant laws.
2. Being knowledgeable, capable, visionary, ethical, independent, and be able to consistently perform Director's responsibilities in accordance with the Duties of Care, Duties of Loyalty, Duties of Obedience, and Duties of Disclosure of complete, transparent of information to shareholders.
3. The nominated persons shall have the suitable abilities and necessary for the Company's businesses and industry in which the Company is operating. i.e., accounting‐auditing, financial, funds management, marketing, public relations, advertising, other accounting, human resources management, information technology, legal, management, strategic management, risk management, or any other managing skills that is deemed beneficial to the Company's businesses.

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1. The nominated persons must be interested in the Company's businesses and be able to fully dedicate their time and efforts to their duties.
2. The nominated persons shall not serve on too many directors or executive management positions, and shall not be an executive of similar type of business or competitive companies.
3. The nominated persons must provide their consent to the nomination.

3.2 Additional Qualifications for Independent Director or Director of Audit Committee regarding social and environmental responsibilities

1. Holding no more than one percent of the voting shares of the Company, subsidiary, associated companies or juristic persons who may possess any conflict of interest with the Company, including shares being held by related persons.
2. Having neither involvement in the management of the Company, nor being employees or consultant of whom receiving monthly basis salary, or persons with authorities over the Company, subsidiary, associated companies, or juristic persons who may possess any conflict of interest with the Company (at present and two years prior to the appointment).
3. Not being close relatives or a person related by legal registration as parents, spouse, brother, sister, children, and daughter's or son's spouse of executives, major shareholders of the Company or persons with authority over the Company or nominated persons as the Company's executives or persons with authority over the Company's subsidiary.
4. Having neither relationship with Company, subsidiary, associated companies nor juristic persons who may possess any conflict of interest with the Company (at present and two years prior to the appointment)
5. 1. Relationship

Profession Relationship

o Relationship: Auditor, other professional service provider such as, legal consultant, financial consultant, asset appraiser.

o Level of Significant that is classified as not independent ‐Auditor: All prohibited

‐Any other professional service provider: valued above two million Baht per year

Trade Business Relationship (calculation is based upon debt burden valuation of the specification of program that it is coherence with, according to The Stock Exchange Of Thailand and Capital Market Supervisory Board)

o Relationship: Comprehensive to all business activities for instance, regular transactions, rented/lease of realty, asset/service provider and financial aids for items given or received

o Significant implications of not being independent: Valued at twenty million Bath and above, or company's three percent of the Net Tangible Asset (NTA) of the

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Company, whichever is the least the mentioned value from the consideration of accumulated include items that occurs within 1 year of the recent activity

1. 1. In the case of relationship according to (A) with juristic persons, the person who is considered not independent are as follows: major shareholders, directors (except being the independent directors/auditors) and management or partners of such juristic persons.
   2. To specify the period of not having any relationship according to (A) and (B): presently and two years prior to being appointed.
2. Not being appointed as director to nominate company's board of directors, major shareholders, or any shareholder that is related to company's major shareholders.
3. Not being appointed as director that is assigned by the board of directors in terms of having business decisions on the company or its subsidiary, joint venture, same level subsidiary or any conflicted juristic person.
4. Not being director of the corporation, subsidiary or same level subsidiary that is a listed company.
5. No other reason to limit the opinion given independently.

3.3 Consideration Procedures

1. The shareholders who possess qualifications in accordance with Clause 1 must submit the name of the nominate person, and Personal Information in the Directors Nomination Form(as attached to this criteria) to the Board or may submit the unofficial proposal through an email address at [e-mail] or Company's website at www.ktc.co.th, by selecting Investor Relations prior to submitting the master copy of Directors Nomination Form and affix names as evidence, and evidence of shares held in accordance to Clause 1, by registered post to the company within 31 January 2023. The Directors Nomination Form shall contain the followings;

(1.1) The evidence of the nominee's consent for Director Nominations for the Company. (1.2) Supporting documents of candidate's qualifications, education and work experience

(Curriculum Vitae) of such nominated person.

(1.3) Other supporting documents beneficial for the Board's considerations (if any)

The above documents must be delivered to the Company by registered postat the following address:

Office of President & CEO

Krungthai Card Public Company Limited

591 United Business Center, 14 FL., Sukhumvit 33 Rd,

North Klongton, Wattana, Bangkok 10110

1. In case many shareholders possessing all required qualifications as specified in Clause 1 have unified to nominate a qualified director to the Board, the first shareholder must

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