Nation International Edutainment Public : Appointment of the independent director, the chairman of the audit committee and the chairman of the board of directors

9 August 2022

Subject: Appointment of the independent director, the chairman of the audit committee and the chairman of the board of directors

To: The President

The Stock Exchange of Thailand (SET)

The Board of Directors' meeting of Nation International Edutainment Public Company Limited (the "Company") No. 11/2022 held on 9 August 2022 has passed significant resolutions as follows:

1. Approved the appointment of Mr. Chaiwat Atsawintarangkun to be the independent director and the chairman of the audit committee in replacement of Mrs. Suparanan Tanviruch, who resigned from those positions, with immediate effect after the Board of Directors passed a resolution approving the matter. The director will hold directorship for the remaining term of the directors whom he replace;
2. Approved the appointment of Mr. Chaiwat Atsawintarangkun to be the chairman of the board of directors with immediate effect after the Board of Directors passed a resolution approving the matter.

Please be informed accordingly.

Sincerely yours,

Mr. Kumpol Ruaypom

Chief Financial Officer

F 24-1

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

The Board of Directors meeting No. 11/2022 /shareholders meetingof Nation International Edutainment Plc. (the "Company") on 9 August 2022 resolved the following resolution:

Appointment of the audit committee/Renewal for the term of audit committee:

Chairman of the audit committee

Member of the audit committee

as follows:

1. ………………………………………………………………Mr. Chaiwat Atsawintarangkun
2. ………………………………………………………………,

the appointment/renewalof which shall take an effect as of 9 August 2022.

Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:

……………………………………………………………………………………………,

the determination/change of which shall take an effect as of ……………………………

The audit committee is consisted of:
1. Chairman of the audit committee	Mr. Chaiwat Atsawintarangkun remaining term in office - year 9 months
2.	Member of the audit committee	Mr. Phunwarit Martmuang	remaining term in office 1 years 9 months
3.	Member of the audit committee	Mr. Stephen Joseph Camilleri remaining term in office 1 years 9 months
Secretary to the audit committee	Mr. Yutthapol Charoenrat

Enclosed hereto is a copy of the certificate and biography of one audit committee. The audit committee number 1. has adequate expertise and experience to review creditability of the financial reports.

The audit committee of the Company has the scope of duties and responsibilities to the Board of Directors on the following matters:

1. To review that the Company accurately and adequately provides quarter and annual financial reports and discloses the Company's information adequately before proposing to the Board of Directors;
2. To review that the Company's internal control system and internal audit system are appropriate, adequate and efficient; to consider the independence of the internal audit unit; and to approve the appointment, transfer and dismissal of the head of internal audit unit or the head of any other units in charge of internal audit;
3. To review that the Company's risk assessment system and management are appropriate, adequate and efficient;
4. To review that the Company complies with the securities and exchange laws, the regulations of the Stock Exchange of Thailand and other laws relevant to the Company's businesses;
5. To consider and select an independent person(s) for appointing as a financial auditor(s) of the Company; to determine its remuneration; to coordinate with the financial auditor(s) about the purpose of auditing, scope, guideline, plan, problem faced during auditing and issue that is considered significant by the financial auditor(s); and to attend a meeting with the financial auditor(s) without the management at least once a year;

2

1. To consider connected transactions or transactions that may lead to a conflict of interest to ensure that they are correct, complete and in compliance with the laws and regulations of the Stock Exchange of Thailand, including disclosing the complete information of transactions and they are reasonable and for the best interest of the Company;
2. To review the correctness of all reference documents and self-evaluation tool for countering bribery under the Thailand's Private Sector Collective Action Coalition Against Corruption;
3. To prepare and disclose an audit committee's report in the Company's annual report executed by the Chairman of the audit committee and must have the following information:
4. • an opinion on the accuracy, completeness and trustworthiness of the Company's financial reports;
   • an opinion on the adequacy of the Company's internal control system;
   • an opinion on the Company's risk management system;
   • an opinion on the compliance with the securities and exchange laws, the regulations of the Stock Exchange of Thailand or the laws relevant to the Company's business;
   • an opinion on the suitability of the external auditor(s);
   • an opinion on the transactions that may lead to a conflict of interest;
   • the number of the audit committee's meetings and the attendance of each committee member;
   • an opinion or overall observation of the audit committee from performing its duties under the charter of the audit committee; and
   • other matters which, according to the audit committee's opinion, should be made known to the shareholders and general investors pertaining to the scope of duties and responsibilities assigned by the Board of Directors;
5. To request the management, executives, or employees of the Company to give their opinions, attend meetings, or submit any relevant and necessary document in performing the duties under the scope of duties and responsibilities of the audit committee;
6. To undertake any actions assigned by the Board of Directors subject to the audit committee's approval.

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. Chan Kin Tak)

(Seal)

Signed ………………………………………………… Director

(Mrs. Chitkasem Moo-Ming)