Criteria for Minority Shareholders to propose AGM Agenda and Director Nominee in advance

The Nomination of the Director

Consideration Procedure
1.The shareholder who possesses qualification according to the criteria no 1. must submit the form of nominating director (Form B) to the Board or send the proposal unofficially via facsimile at 0-2318-3339 or through independent director's or corporate secretary's email address at Investor@tk.co.th or the Company's website at http://www.tk.co.th before sending the original to the Board. In this regard, the original with the shareholder's signature must be delivered to the Company within 31 December with the following document.

The evidence of shares' held, namely the certified letter of the securities company or other evidences of the Stock Exchange of Thailand.
The evidence of nominee's consent.
Support document of candidate's qualification including the education and work experience (Curriculum Vitae).
Other support documents beneficial for board consideration (if any).

2.In case many shareholders have unified to nominate director to the board, the first shareholder must fill Form B completely and affix their names as evidence. The rest of shareholders must fill part (1) and (2) of Form B completely and affix their name as evidence separately then gather each of those Form B, the evidence of shares' held, and support documents (if any) together into one set to propose to the Board. The alterative way is to send proposal unofficially before submitting the original in accordance with the criteria (1).

3.In case one or more than one shareholders nominate more than one director, the shareholders must fill Form B separately (One Form B per One Director), or may send the proposal unofficially before submitting the original according to the criteria (1).

4.The Corporate Secretary will initially review the proposal for the board as follows:
(4.1)If the information shareholders provided is incomplete or incorrect, the Company Secretary will notify the shareholder within 10 January. If the shareholder fails to correct and submit the original to the company within 20 January (In case of holiday, it will be postponed to the official date before the holiday), the Company Secretary will notify the shareholders the mail is excluded.
(4.2)If the nominee to be director or the shareholder are not qualified according to the criteria no. 3.1, the Company Secretary will notify the shareholders the proposal is excluded within 10 January.
(4.3)The proposal that is not related to (4.1) or (4.2), the Company Secretary will propose to the board meeting in Febuary.

5.The Nominating Committee will consider the candidate's qualification according to the Nominating Committee Charter B.E. 2006 to propose to the board unless the board or the Nominating Committee says otherwise. The Board's judgment is Final.

6.The name of nominee approved by the board along with the board opinion will be included in the agenda of the AGM notice. For the proposal disapproved by the Nominating Committee or the Board, the company will instantly inform the shareholders with the reason of the board's refusal through the SET's channel after the board meeting or the next official date. Such information will be posed in the company's website at http://www.tk.co.th and announced to all shareholders formally in the AGM.