MK Restaurant Public : Form to Report on Name of Members and Scope of Work of the Audit Committee (F24-1)

(Translation)

F 24-1

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

The 2022 Annual General Meeting of Shareholders of MK Restaurant Group Public Company Limited held on April 27, 2022 resolved the meeting's resolutions in the following manners:

Renewal for the team of the Audit Committee:

Chairman of the Audit Committee

Member of the Audit Committee

As follows:

• (1) Mr. Katiya Greigarn

• (2) ......................................................................................................................................

The renewal of which shall be effective as of April 27, 2022

Determination/Change in the scope of duties and responsibilities of the Audit Committee with the

following details:

............................………………...........................………………………………………................................ …… ……………...........................………………...........................……………………………………….......................

The determination / change is effective as of …………… . ……………………

The Audit Committee consists of:

1. Chairman of the Audit Committee	Mr. Annop Tanlamai remaining term in office 2 years
2. Member of the Audit Committee	Mrs. Vilai Chattanrassamee remaining term in office 2 years
3. Member of the Audit Committee	Mr. Katiya Greigarn remaining term in office 3 years
Secretary of the Audit Committee	Mr. Pasakorn Lila

The Audit Committee No. 1 and 2 have adequate expertise and experience to review creditability of the financial reports.

The Audit Committee of the Company has the scope of duties and responsibilities on the following matters:

• 1. To verify that the Company has accurately and adequately reported its financial position.

• 2. To verify that the Company has proper and effective internal control and internal audit systems and to review the independence of internal audit function of the Company; to approve the appointment, transfer and termination of head of the internal audit function or any other functions responsible for internal auditing.

• 3. To verify the Company's compliance with the laws on securities and exchange, the SET's regulations and laws relating to the Company's business.

• 4. To review and discuss the Company's major risk with the management and to discuss measures the management has put in place to monitor and control the risk.

• 5. To review, select and nominate independent person as the Company's auditor and to propose his/her remunerations; to attend the meeting with the auditor without the management's presence at least once a year.

• 6. To review connected transactions or those with potential conflict of interest that they comply with the laws and the SET's requirements to ensure that the transactions are reasonable and carried out for the best interest of the Company.

• 7. Review the accuracy of the anti-corruption's reference documents and the self-assessment of the Company according to the Thailand's Private Sector Collective Action Coalition against Corruption.

• 8. To prepare the Audit Committee's report and submit it to the Board of Directors after each meeting of the Audit Committee.

• 9. To prepare the Audit Committee's report for disclosure in the annual report. This report must be signed by Chairman of the Audit Committee and must consist of the following information to the least:

  • (a) Opinion on the accuracy, completion and reliability of the Company's financial statements

  • (b) Opinion on the adequacy of the Company's internal control system

  • (c) Opinion on legal compliance with the laws on securities and exchange, the SET's regulations or laws relating to the Company's business

  • (d) Opinion regarding the soundness of the auditor

  • (e) Opinion regarding transactions with potential conflict of interest

  • (f) Number of meetings organized by the Audit Committee and an attendance record of each member

  • (g) Opinion or observation in general that the Audit Committee receives from its performance under the Charter

  • (h) Other items that the Audit Committee feels that shareholders and investors should know within its scopes of roles and responsibilities designated by the Board.

• 10. To do other things as designated by the Board upon the Audit Committee's approval.

• 11. During its performance, if the Audit Committee finds or is suspicious of the following action which could materially affect the Company's financial position and performance, it must report the incident to the Board for remedy purpose within a deadline deemed appropriate by the Audit Committee

  • (a) Transactions that could lead to conflict of interest

  • (b) Corruption or unusual or material defects in the internal control system

  • (c) Violation against the laws on securities and exchange, the SET's regulations or laws relating to the Company's business if the Board or the executives fail to amend it within the timeframe under paragraph one before reporting it to the SEC or the SET.

• 12. During its performance, the Audit Committee may seek advice from third-party independent advisor or expert in relevant profession if considered necessary and appropriate at the Company's expense. When performing its duties

mentioned above, the Audit Committee is directly liable to the Board of Directors who shall remain responsible for the Company's operation to the third party.

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 Committee as stated above meet all the requirements of the Stock Exchange of Thailand.

Signed ………………………………………………… Director

(Mr. Rit Thirakomen)

(Seal)

Signed ………………………………………………… Director

(Mr. Somchai Pipitvijitkorn)