Loxley Public : Guidelines for the Annual General Meeting of Shareholders via Electronic Media

ATTACHMENT 8

Guidelines for the Annual General Meeting of Sharholders via Electronic Media

Identity Verification documents for meeting attendance, Appointment of Proxy, Requisition for Username and Password to attend the Annual Gerneral Meeting of Shareholders (E-Request), Voting Process and Voting Counting Procedures and the Announcement of Voting Results via Electronic Media (E-AGM)

1) Identity Verification documents for meeting attendance

Shareholders or Proxies are requested to submit all neccessary documents and proceed the procedure for submitting the request form to attend the meeting via electronic media in prior to the Annual General Meeting of Shareholders date. In case the submitted documents are incomplete, incorrect or incompliance with the requirements stated herein, the Company reserves the right to reject the registration.

For Individual Shareholders

1. In case of attendance in person: A copy of valid National Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) certified true and correct by the shareholder. In case of a change of name, supporting documents are required.
2. In case of appointment of a proxy:
3. 1. The Proxy Form as attached to the Inviation to the Annual General Meeting of Shareholders, completely filled in and signed by the proxy grantor and the proxy.
   2. A copy of valid Naitonal Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) of the Proxy Grantor, certified true and correct. In case of a change of name, supporting documents are required.
   3. A copy of valid Naitonal Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) of the Proxy, certified true and correct. In case of a change of name, supporting documents are required.

For Juristic Person Shareholders

1 In case of attendance in person by the authorized representative:

1. A copy of valid National Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) certified true and correct by the shareholder. In case of a change of name, supporting documents are required.
2. A copy of the juristic person certificate of a shareholder (not longer than 1 Year from the issue date of the certificate), certified true and correct by the director authorized to represent the company, with a statement affirming the authority to act on behalf of the juristic person shareholder.

1. In case of appointment of a proxy:
2. 1. The Proxy Form as attached to the Inviation to the Annual General Meeting of Shareholders, completely filled in and signed and sealed (if any) by the director authorized to represent the company, signed by the proxy grantor and proxy.
   2. A copy of valid Naitonal Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) of the director authorized to represent the company, certified true and correct. In case of a change of name, supporting documents are required.
   3. A copy of the juristic person certificate of a shareholder (not longer than 1 Year from the issue date of the certificate), certified true and correct by the director authorized to represent the company, with a power of attorney (if any). The documents required must show a statement affirming that the person signing the Proxy Form has the authority to act on behalf of the juristic person shareholder.
   4. A copy of valid Naitonal Identification Card or Government Official Identity Card or Driving License or Passport (for non-Thais) of the Proxy, certified true and correct by the proxy. In case of a change of name, supporting documents are required.
3. In case of Custodian in Thailand authorized to act on behalf of foreign investors as a depositary and administrator of shares.
4. 1. Required documents are the same as specified for a juristic person under item 1 or 2.
   2. In case of foreign shareholder authorizes custodian to sign the proxy form on his/her behalf, affixed documents of the following are required.
   3. 1. Power of Attortney granted by the shareholder authorizing the custodian to sign the Proxy on his/her behalf.
      2. Letter certifying that the custodian, who signs the Proxy form, is permitted to engage in the custodian business.

In this regard, English translation is required to be attached for any original document which is not made in English and such translation must be certified true and correct by the shareholders or the juristic person representative.

2) Appointment of Proxy

According to Notification of the Department of Business Development Re: Prescription of Proxy Letter Forms (No. 5) B.E. 2550 (2007), there will be 3 forms of proxy for shareholders' meeting as follows:

• Proxy Form A: is a simple and general proxy form
• Proxy Form B: a proxy form which clearly specifies the items for which a proxy is granted
• Proxy Form C: is used exclusively in case of foreign shareholders appointing the custodian in Thailand to act as a depositary and administrator of shares.

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The Company has provided the Proxy form B as specified by the Department of Business Development, Ministry of Commerce, for sharehlolders. Proxy from A, B, or C can be downloaded from the Company website, www.loxley.co.th, only one of the proxy form can be used.

The Office of the Securities and Exchange Commission has stipulated the Notification of the Capital Market Supervisory Board Tor Jor. 79/2564 regarding Criteria for the Proxy Solicitation to Attend the Meeting and Vote on the Shareholders' Behalf, dated December 29, 2021, effective from January 16, 2022. For more detailed informations can be downloaded from www.sec.or.th

The Shareholders who are unable to attend the Annual General Meeting of Shareholders via electronic media (E- AGM) by themselves may appoint a proxy according to the following procedures:

1. Complete the Proxy Forms attached herewith or one of mentioned above. A shareholder who does not appoint the Custodian shall use either Proxy Form A or Form B.
2. Appoint a person or an independent director of the Company as a proxy by filling in the name and information required or marking the box in front of the name of an independent director from the proposed list on the Proxy to attend the meeting.
3. Allocation of shares to several proxies to vote in the meeting is not allowed. A shareholder shall authorize the proxy to cast the votes equal to the total number of shares held by the shareholder. Authorizing less than the total number of shares is not allowed except for the Custodian appointed by foreign investors in accordance with Proxy Form C.
4. Please affix stamp duty of 20 baht in the proxy form. For convenience of shareholders, the Company has provided stamp duty along with the proxy form provided.
5. Appointment of Proxy to attend the meeting.
   5.1 In case of appointing other persons as a proxy to attend the Annual General Meeting of

Shareholders via elotronic media.

The shareholder or proxy shall proceed with item 1), 2) and submit the Meeting Attendance Request Form in advance to obtain the username and password for the meeting registration according to the Procedures for Submitting Meeting Attendance Request Form as per Attachment 8 - 9 and send the original proxy form and supporting documents to the Company.

5.2 In case of appointing an independent director as a proxy to attend the Annual General Meeting of Shareholders via elotronic media.

The shareholder shall proceed with item 1), 2) and submit the original proxy form and supporting documents to the Company. No additional submission of the Meeting Attendance Request Form is required.

6 Submit the original completed Proxy Form, and copies of supporting documents, certifield true and correct, to the Office of Secretary, Loxley Public Company Limited, 102 Na Ranong Road, Klong Toei Sub-

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district, Khlong Toei District, Bangkok 10110, by Wednesday, April 20, 2022 so that the Company can review the documents prior to the meeting.

3) Submission of the Meeting Attendance Request Form

To attend the meeting, submission of the Meeting Attendance Request Form is required in advance to obtain username and password for meeting registration (1 email per 1 shareholders' ID). Shareholders can submit The Meeting Attendance Request Form (Attachment 9) by complete the form and send to the Company by Wednesday, 20 April 2022 via email, post or fax with supporting documents required. For shareholders' convenience, the Meeting Attendance Request can be made via electronic media as well by scan QR Code provided in the request form. After verification and approval process, the shareholder will receive an approval notification email providing the username and password and a link for meeting registration on the shareholders' meeting date. The E-Meeting system will be accessible for meeting registration on April 22, 2022, from 13:30 hours onwards.

1. Voting Process, Voting Counting Procedures and the Announcement of Voting

Voting Criteria

General Agenda:

1. The Annual General Meeting of Shareholders shall be held via electronic media (E-AGM). Voting in each agenda item shall be made via the Quidlab system, where one share shall equal one vote. A shareholder or a proxy shall cast all the votes to only one of approve, disapprove or abstain. The votes on each agenda item cannot be divided (except voting of the Custodian).
2. In case of proxy
3. 1. In case the shareholder specifies the determination in the Proxy Form, the votes will be recorded. The proxy will not be required to vote during the meeting.
   2. In case the shareholder does not specify the determination, or the determination is unclear in any agenda item, or the Meeting considers or resolves any agenda other than that specified in the proxy Form, or there is any change or increment of fact, the proxy shall be authorize to consider and vote on such matter as he deems appropriate.

Agenda on Election of Directors:

In accordance with Clause 16 of the Company's Articles of Association, the election of directors shall be proceeded according to the following procedures:

1. A shareholder or proxy shall have one vote for each share 3

1. A shareholder may use all his/her votes under (1) to elect one or more candidates nominated for directors but cannot divide the votes to any person to any extent.
2. The persons receiving the highest votes in the respective order of the votes shall be elected as directors until all of director positions that are to be elected at such meeting are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of Directors to be exceeded, the remaining appointment shall be made by the Chairman of the Meeting who shall have a casting vote.

Voting Process:

1. The Chairman of the Meeting shall propose the shareholders to consider and cast their vote for the agenda item by asking the shareholders or proxies to vote via Quidlab system. For the director election agenda item, voting for each director individually will be provided.
2. For voting, a shareholders or proxy is required to choose the agenda item, the system will show

options as 1. Approve 2. Disapprove 3. Abstain, only one option is acceptable. (except for the case of Custodian whereby the allotment of votes is allowed as specified in the Proxy Form)

Remark: If nothing is selected, the system will consider the votes as "Approve". The votes may be changed until the voting in such agenda item is closed.

Resolution of the Meeting

1. In general case, the majority of votes shall be deemed a resolution except as stated otherwise by law. In case of a tie of vote, the Chairman of the Meeting shall have a deciding vote.
2. In other case which the law or the Company's Articles of Association stipulated otherwise, the resolution shall conform to the law or the Company's Articles of Association which the Chairman shall inform the Meeting before voting in each agenda item.
3. A shareholder who has any special interest in a resolution, except for voting on the election of Directors, cannot vote on such resolution. A shareholder having special interest or proxy of such shareholder may be invited by the Chairman to temporarily leave the meeting.

Vote Counting Procedure and Announcement of the Results

Vote Counting Procedure will be informed by the Chairman of the meeting or the person assigned prior to the commencement of the agenda item. After the voting is closed, the system will count the votes of shareholders in each agenda item. The Announcment of voting results shall be made before end of the meeting.

The Company holds the 2022 Annual General Meeting of Shareholders via electronic media (E-AGM) whereby the votes are cast via Quidlab system instead of the physical ballots. Hence, there will not be cases regarded as invalid ballots.

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