Sky ICT Public : Announcement on the resignation of Chairman, The appointment of Chairman, Chairman of the Audit Committee, Audit Committee and Independent Director

No. SKY-65-06-022

	30 June 2022
Re:	Announcement on the resignation of Chairman, The appointment of Chairman, Chairman of the Audit
	Committee, Audit Committee and Independent Director
To:	The President
	The Stock Exchange of Thailand

Attachment: Form to Report on Names of Members and Scope of Work of the Audit Committee (F 24-1)

Sky ICT Public Company Limited ("the Company") would like to notify the resolutions of the Board of Directors' meeting No.4/2022, held on 29 June 2022. The significant resolutions are as follows:

1. Acknowledge the resignation of MR. SIRIWAT TOVACHIRAKUL who holds the position of Chairman, Chairman of the Audit Committee, Independent Director and Chairman of the Corporate Governance Committee, effective from 30 June 2022 onwards, due to personal mission.
2. Appointed PROF. DR. SOMKIT LERTPAITHOON as Chairman of the Board of Director, effective from 1 July 2022 onwards.
3. Approved the restructuring of the Board of Directors by additional Independent Directors of the Company, the Board of Directors considered that MR. THITISAK SKULKROO and MR. RAJ TANTA-NANTA are qualified persons for being an Independent Director according to the definition of Independent Directors as announced by the Capital Market Supervisory Board. Consequently, the Board of Directors agreed that both directors were Independent Directors, effective from 29 June 2022 onwards.
4. Appointed MR. THITISAK SKULKROO as Audit Committee and Independent Director, effective from
   1 July 2022 onwards.
5. Appointed MR. VIPOOTA TRAKULHOON as Chairman of the Audit Committee and Independent Director, effective from 1 July 2022 onwards.

The list of the Board of Directors of the Company as of 1 July 2022 onwards will consist of:

Order	Name		Position
		According to the previous structure		According to the new structure
1.	PROF. DR. SOMKIT LERTPAITHOON	Director		Chairman of the Board of Director
2.	MR. SITHIDEJ MAYALARP	Director		Director
3.	MISS KULNADA ORANRAKTHAM	Director		Director
4.	MR. SOMCHAI POOLSAVASDI	Director		Director
5.	MR. RAJ TANTA-NANTA	Director		Independent Director
6.	MR. VIPOOTA TRAKULHOON	Audit Committee and		Chairman of the Audit Committee and
		Independent Director		Independent Director
7.	MR. THITISAK SKULKROO	Director		Audit Committee and Independent Director
8.	DR. SARUT VANICHPUN	Audit Committee and Independent Director	Audit Committee and Independent Director

In this regards, the Company is on the process of nominating Director to replace the resigned director. The Company will report the Stock Exchange of Thailand once the Board of Director appoint new director.

Please be informed accordingly.

Sincerely yours,

(MR. SITHIDEJ MAYALARP)

Director

Corporate Secretary

Telephone [phone] Ext. 812

-Translation-

F 24-1

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

The Board of Directors Meeting of Sky ICT Public Company Limited No. 4/2022 on 29 June 2022, resolved

the meeting's resolutions in the following manners:
Appoint / Renewal
	Chairman of the audit committee	Member of the audit committee
Name
1.	MR. VIPOOTA TRAKULHOON	position	Chairman of the audit committee
2.	MR. THITISAK SKULKROO	position	Audit Committee

the appointment / renewalshall be effective as of 1 July 2022

Determine/change the scope of duties and responsibilities of the Audit Committee which are detailed as follows:

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

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

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

Determine/change the scope of duties and responsibilities shall be effective as of …………………

The Audit Committee is consisted of:
1.	Chairman of the Audit Committee	MR. VIPOOTA TRAKULHOON
		remaining term in office 2 years 5 months
2.	Member of the Audit Committee	MR. THITISAK SKULKROO
		remaining term in office 10 months
3.	Member of the Audit Committee	DR. SARUT VANICHPUN
		remaining term in office 2 years 5 months
	Secretary of the Audit Committee	MISS WITCHUWAN CHOBPHOL

Enclosed herewith is 1 copy of the certificate and biography of the Audit Committee. The audit committee number(s) 1 and 2 has adequate expertise and experience to review creditability of the financial reports.

2

The Audit Committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

1. To ensure that the Company has accurate and transparent financial reporting, by coordinating with the External Auditor and the Executive who is responsible for preparing quarterly and annual financial reports
2. To ensure that the Company has an appropriate and effective internal control system and internal audit and to consider the independence of the Internal Audit
3. To review the Company's operation to comply with laws about the Securities and Exchange, requirements of the Stock Market or laws related to Company's business
4. To consider, select, nominate and terminate individuals who are independent to work as the Company's internal Auditor and consider the compensation of the internal Auditor
5. To consider, select, nominate and terminate individuals who are independent to work as the Company's Internal Auditor and consider the renumeration of the Internal Auditor in order to present to the Board of Directors to request for the appointment from the General Meeting of the Shareholders as well as to join the meeting with the Auditors without the management at least once a year
6. To have authority to hire independent consultants if necessary, under the Company's expense
7. To consider connected transactions or any transactions which may have conflicts of interests in accordance with laws and the regulations of the Stock Exchange of Thailand and the Capital Market Supervisory Board in order to ensure that such transactions are reasonable and the most beneficial to the Company
8. During the operation, if the Audit Committee finds or suspects any of the following transactions or activities which may have significant effects on financial status or performance of the Company, the Audit Committee must report to the Board of Directors in order to correct those transactions or activities promptly
9. • Transactions with conflict of interests
   • Corruption or irregular transactions or significant deficiencies in the Company's internal control system
   • Violation of Securities and Exchange laws, announcements and requirements of the Stock Exchange of Thailand, Securities and Exchange Commission or the Capital Market Supervisory Board, including laws related to the business of the Company

If the Board of Directors or the Executive cannot correct those transactions or activities promptly, members of the Audit Committee shall report them to the Securities and Exchange Commission or the Stock Exchange of Thailand.

9. If the Auditor finds any suspicious incidents connected with the Director, Manager or any person who is responsible for the operation of the Company violating the laws and the Auditor has reported such incident to the Audit Committee, the Committee must urgently make further investigation and report the preliminary results to the Securities and Exchange Commission and the Auditor within 30 days after receiving the report from the Auditor.

3

1. Prepare the report of the Audit Committee by disclosing it in the Company's annual report with signature of the Chairman of the Audit Committee. The report must at least include the following details:
2. 1. Comment on the accuracy, entirety and reliability of the Company's financial statements
   2. Comment on the sufficiency of the Company's internal control system
   3. Comment on the compliance with Securities and Stock Market laws, requirements of the Stock Market or other laws related to the business of the Company
   4. Comment on the suitability of the Auditor
   5. Comment on transactions which may have conflict of interest
   6. Number of the Audit Committee's meeting and attendance of each Audit Committee
   7. Comment or overall observation that the Audit Committee received while performing the duties in accordance with the Charter
   8. Other issues that the shareholders or general investors should be informed of under the scope of duties and responsibilities appointed from the Board of Directors
3. Perform any other tasks as assigned by the Board of Directors as appropriate

While operating under the scope of duties and responsibilities, the Audit Committee has the authority to invite management, executives or employees to report, give comments, attend the meeting or submit relevant and necessary documents.

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. SITHIDEJ MAYALARP)

(Seal)

Signed ………………………………………………… Director

(MISS KULNADA ORANRAKTHAM)