Loxley : Criteria to propose agenda, nominate qualified candidate for director position and submit enquiries for 2024 AGM

Rights of Shareholders to Propose Agenda,

Nominate Qualified Candidate for Director Position and Submit Enquiries Prior to the 2024 AGM

Objective

To ensure that our shareholders' rights are equally treated in accordance with good corporate governance practices, therefore, Loxley Public Company Limited ("Loxley"), has given an opportunity to its shareholders to propose any matter, which deemed significant and appropriate to be included as an agenda of the annual general meeting of shareholders ("AGM") for the 2024 AGM, to nominate qualified candidate(s) for director position, and to submit enquiries in advance which reference to the criteria described below.

Criteria

1. Qualifications of shareholders who are eligible to propose AGM agenda and/or nominate qualified candidate(s) for director position.

A Shareholder(s) who wishes to propose an AGM agenda item and/or nominate qualified candidate(s) for director position must have the following qualifications:

1. Holding shares in aggregate in Loxley at the minimum amount of 5 percent of the total number of ordinary shares and having the rights to vote either by single shareholder or combined shareholders as at the date proposing;
2. Be able to provide shareholding evidence such as copies of share certificates or the statement/confirmation of shareholding issued by securities companies or another evidence issued by the Stock Exchange of Thailand or the Thailand Securities Depository Co., Ltd; and
3. The qualifications of nominated candidate must be in line with laws, rules & regulations of the Securities and Exchange Commission (SEC). He/She must possess suitable qualifications, knowledge, capability, expertise, and experience in various business fields. He/She must perform his/her duty for the Company's benefits with his/her accountability, duty of care, duty of loyalty and spend time for the Company sufficiently.

2. Proposal of agenda item and qualified candidate

1. Proposal of the agenda

The shareholder who possesses qualifications as described in Clause 1 of the criteria can submit the "Shareholders Meeting Agenda Proposal Form" to Loxley unofficially through the email address at [e-mail] or via facsimile number 0-2240-3243, before sending the original form together with supporting documents as required by Loxley to the following address from 1 October 2023 to 31 December 2023. The shareholder shall also clarify the objective of the proposal of the agenda whether for acknowledgement, for consideration or for approval, as the case may be.

Office of Company Secretary

Loxley Public Company Limited

102, 8th floor, Na Ranong Road, KlongToey, KlongToey, Bangkok 10110, Thailand.

The Board of Directors ("Board") reserves its right not to place the following matters as meeting agenda;

1. The proposal that violates to the laws, rules, regulations of government agencies or other governing agencies, or are not in compliance with the objectives, the
   Articles of Association, the shareholders' resolution and the good corporate governance of Loxley.
2. The proposal that is beneficial for specific person or group.
3. The proposal that is related to normal business practices of Loxley.
4. The proposal that is beyond the authority of Loxley.

1. The proposal that shareholders have already proposed in shareholders' meeting within the past 12 months, and received support by less than 10% of the total voting shares, given that the factual events have not changed significantly; or
2. Any other matters that the Board deems unnecessary or inappropriate to place as the agenda.

The proposals approved by the Board along with the Board's opinion will be included as part of the AGM Agenda. For proposals disapproved by the Board, the Company will promptly inform the Shareholder with the reason of the Board's refusal, through the SET's channel and announced to all Shareholders at the AGM.

2.2 Proposal to nominate qualified candidate(s) for director position

The shareholder who possesses qualifications as described in Clause 1 of the criteria can submit the "Director Nomination Form" and "Resume of Proposed Candidate(s) for Director Position" to Loxley unofficially through the email address at [e-mail] or via facsimile number 0-2240-3243, before sending the original form together with supporting documents as required by Loxley to the following address from 1 October 2023 - 31 December 2023.

Office of Company Secretary

Loxley Public Company Limited

102, 8th floor, Na Ranong Road, KlongToey, KlongToey, Bangkok 10110, Thailand.

The candidate(s) must have qualifications in compliance with related laws and regulations. The Nominating and Remuneration Committee will consider the candidate's qualification and propose to the Board of Directors for consideration unless considered otherwise.

The qualified candidate(s) approved by the Board along with the Board's opinion will be included in the agenda sent with the AGM notice. For the candidate(s) disapproved by the Nominating and Remuneration Committee or the Board, the Company will promptly inform the shareholders with the reason of the Board's through the SET's channel and announced to all Shareholders at the AGM.

2.3 Enquiries submission prior to the 2024 Annual General Meeting of Shareholders

The shareholder can submit enquiries which related the Company's business prior to the 2024 AGM with following details:

1. Submit "The Submission of the 2024 AGM Enquiries Form" which including;
2. • Name, Address, Telephone number, Facsimile number and E-mail (if any) of Shareholders including number of shareholding
   • Details of enquires
3. Channels for sending enquiries:
4. • Via e-mail address : [e-mail]
   • Via Registered Mail:

Office of Company Secretary

Loxley Public Company Limited

102, 8th floor, Na Ranong Road, KlongToey, KlongToey, Bangkok 10110, Thailand.

• Via Facsimile: [phone]

3. Opening period for submission

The shareholder shall submit their enquiries from 1 October 2023 to the meeting date of 2024 AGM.

4. Fulfill of enquiries

For sharing information with other shareholders, all enquiries will be addressed at the 2024 AGM.