MANAGEMENT

  Organization Structure of the Company as at December 31, 2012

Board of Directors Company Secretary

  Risk Management Committee Good Corporate Governance Committee

  Nomination and Remuneration Committee Audit Committee

  Executive Committee

  Chief Executive Officer & President

  Mr. ChanondRuangkritya Bureau of Development and

Internal Audit

Chief Operations Officer

Mr. Tanyalak

Nunthanavorasiri

  Chief Financial Officer

Mrs. Muntana Aue-kitkarjorn

  Chief Investment Officer

Mr. Sermsak Khwanpuang

Chief Strategy & Business

  Development Officer Mr. Chanond Ruangkritya

Management Structure of the Company

The management structure of ANAN consists of 6 committees, namely the
Board, the Audit Committee, the Good Corporate Governance Committee, the
Executive Committee, the Nomination and Remuneration Committee and the
Risk Management Committee.

1.  Board of Directors of the Company

  As at December 31, 2012, the Board consisted of 8 directors as
  follows:

  Name Position

  1. Mr. Narongchai Akrasanee* Chairman/Independent Director

  2. Mr. Nopporn Thepsithar Vice-Chairman/Chairman of Audit
  Committee/Independent Director

  3. Mr. Chanond Ruangkritya Director/Chief Executive Officer and
  President

  4. Mr. Tanyalak Nunthanavorasiri Director/Chief Operations Officer

  5. Miss Natthavipha Ruangkritya Director/Vice President of Procurement

  6. Miss Patcharavalai Ruangkritya Director/Assistant Business
  Development Executive

  7. Mr. Poolsak Tansitthipun Member of Audit Committee/Independent
  Director

  8. Mr. Wiboon Rasmeepaisarn Member of Audit Committee/Independent
  Director

  Remarks: *Appointed as chairman at the Board of Directors Meeting No.
  7/2012 on October 5, 2012, to replace Mr.

  Pongsathorn Siriyodhin, who resigned as a director on September 20,
  2012.

  Miss Montira Kiatsunthorn is the Secretary of the Board.

  Authorized Directors who can Sign on Behalf of the Company

  2 of 4 directors, namely Mr. Chanond Ruangkritya, Miss Natthavipha
  Ruangkritya, Mr. Tanyalak Nunthanavorasiri and Miss Patcharavalai
  Ruangkritya are authorized to jointly sign on behalf of the Company
  together with the affixation of the Company’s seal.

  Term of Directorship

  At each annual general meeting of shareholders, one-third of all the
  present directors or, if their number is not a multiple of 3, the
  number of directors nearest to one-third of the total board
  composition shall retire from office. The directors retiring from
  office in the first and second years after the Company’s registration
  shall be selected by means of drawing lots. In subsequent years, the
  director who has held office for the longest shall retire. A retiring
  director is eligible for re-election.

  Scope of Power, Duties and Responsibility of the Board:

  The scope of power and duties of the Board are as follows:

  1. to perform their duties in accordance with the law, the Company’s
  objectives, Articles of Association and resolutions of Board meetings
  and shareholders’ meetings with responsibility, care and honesty;

  2. to determine details and approve the vision, business strategies,
  business direction, business policy, target, guidelines, operational
  plan and annual budget of the Company and its subsidiaries as prepared
  by the Executive Committee and the Management;

  3. to oversee the management and performance of the Executive
  Committee, Chief Executive Officer, the Management or any other person
  assigned to perform such duties, so as to conform with any policies
  set out by the Board;

  4. to continuously monitor the Company’s performance to be in line
  with the action plan and budget of the Company;

  5. to ensure that the Company and its subsidiaries adopt an
  appropriate and efficient accounting system and to ensure that it has
  internal control and internal audit systems;

  6. to prepare statements of financial position and statements of
  comprehensive income on the date which coincides with the end of the
  Company’s accounting period, and to execute such financial statements
  prior to submitting them at the annual general meeting of shareholders
  for further approval;

  7. to consider and approve the selection and nomination of an auditor
  and to determine his remuneration as proposed by the Audit Committee,
  prior to presenting it at the annual general meeting of shareholders
  for further approval;

  8. to make available a written corporate governance policy and to
  efficiently adopt such policy in order to ensure that the Company is
  equally responsible to each group of stakeholders;

  9. to consider the appointment of a person who has the qualifications
  and does not have prohibited character as prescribed under the Public
  Limited Company Act B.E. 2535 (1992) (as amended) and the Securities
  Act, as well as any relevant notifications, rules and/or regulations,
  to be a director in the event there is a vacancy on the Board due to
  any reason other than retirement by rotation, and to consider and
  approve the appointment of directors in replacement of directors
  retiring by rotation, and to determine the remuneration of directors
  as proposed by the Nomination and Remuneration Committee, before
  further submitting to a shareholders’ meeting for approval;

  10. to consider the appointment of subcommittees, e.g. the Audit
  Committee, the Executive Committee, the Nomination and Remuneration
  Committee, the Risk Management Committee or any other subcommittees,
  and to prescribe the power and responsibilities of such subcommittees
  in order to enhance the performance of the Board;

  11. to prescribe and change the directors authorized to sign on behalf
  of and to bind the Company;

  12. to consider the appointment of executives in accordance with the
  definition prescribed by the SEC or the Capital Market Supervisory
  Board and to appoint the Company’s Secretary, and to consider the
  remuneration of the executives as proposed by the Nomination and
  Remuneration Committee;

  13. to seek professional advice from third-party organizations if it
  is necessary to make a proper decision; and

  14. to encourage the Company’s directors and executives to participate
  in seminar courses conducted by the Thai Institute of Directors, in
  relation to duties and responsibilities of such directors and
  executives.

  However, the Board, or its grantee, shall not approve transactions in
  which the Board or its grantee, or any person who may have any
  conflict of interest (as defined in the notification of the SEC or the
  Capital Market Supervisory Board) or may benefit in any manner which
  may give rise to a conflict with the Company or its subsidiaries,
  except where the approval of such transaction is consistent with the
  policy and criteria approved at a meeting of shareholders or Board
  meeting.

2.  Audit Committee of the Company

  As at December 31, 2012, the Audit Committee consists of the following
  3 members/1:

  Name Position

  1. Mr. Nopporn Thepsithar Chairman/Independent Director

  2. Mr. Poolsak Tansitthipun Member/Independent Director

  3. Mr. Wiboon Rasmeepaisarn/2 Member/Independent Director

  Remarks:

  /1 At least one-third of the Board must be made up of independent
  directors and the Company must appoint at least 3 independent
  directors.

  /2 Mr. Rasmeepaisarn has sufficient knowledge and experience for
  auditing the reliability of the Company’s financial statements.

  Mr. Chatchawan Oupani is the secretary of the Audit Committee.

  Membership Term

  The term of directorship for the chairman and members of the Audit
  Committee is 3 years from the date of appointment. Any retiring member
  of the Audit Committee may be re-elected. In the case of a vacancy of
  director’s office in the Audit Committee due to any reason other than
  retirement on rotation, the Board shall elect a candidate sufficiently
  qualified to be appointed as a member to ensure that the quorum
  requirements prescribed by the Board are met. The person so appointed
  shall remain in office for the same period of time that the vacating
  director was entitled to remain in office.

  Scope of power, duties and responsibility of the Audit Committee

  The scope of power and duties of the Audit Committee are as follows:

  1. to review and ensure that the Company provides a sufficient and
  accurate report of its financial statements;

  2. to review and ensure that the Company has appropriate and efficient
  internal controls and internal audit systems, to consider the
  independence of the Internal Audit Bureau, and to approve the
  appointment, transfer and termination of employment of the Chief of
  Internal Audit Bureau or any other unit responsible for internal
  audit;

  3. to review and ensure that the Company complies with securities and
  exchange laws, regulations of the SET and the laws relating to the
  Company’s business;

  4. to consider, recruit and nominate an independent third-party to be
  the Company’s auditor and to determine the auditor ’s fee, as well as
  to hold at least 1 meeting per year with the auditor without
  participation of the management;

  5. to consider and ensure that the Company’s connected transactions or
  transactions that may result in conflicts of interest are in
  compliance with the law and the rules of the SET, and to ensure that
  such transactions are reasonable and in the best interest of the
  Company;

  6. to prepare the Audit Committee’s report which will be disclosed in
  the Company’s annual report. The report must be signed by the chairman
  of the Audit Committee and shall contain at least the following
  details:

  (a) opinion on the accuracy, completeness and reliability of the
  Company’s financial report;

  (b) opinion on the sufficiency of the Company’s audit control system;

  (c) opinion on compliance with securities and exchange laws,
  regulations of the SET and the laws relating to the Company’s
  business;

  (d) opinion on suitability of the auditor;

  (e) opinion on transactions which may result in conflicts of interest;

  (f) number of meetings held by the Audit Committee and the attendance
  records of each member of the Audit Committee;

  (g) comments or overall remarks obtained by the Audit Committee from
  the performance under the Charter; and

  (h) other matters of which the shareholders and general investors
  should be informed, to the extent of their duties and
  responsibilities, as assigned by the Board;

  7. to perform any other activities as designated by the Board with the
  Audit Committee’s approval;

  8. if the Audit Committee, in the course of their duties, finds or is
  suspicious of 1 of the following transactions or actions which has
  significantly affected the Company’s financial standing and operating
  results has occurred, the Audit Committee shall report that
  transaction or action to the Board such that any rectification will be
  made within the time that the Audit Committee deems appropriate:

  (a) a transaction resulting in a conflict of interest;

  (b) fraud or any major irregularity or defect in the Company’s
  internal control system; or

  (c) a violation of securities and exchange laws, regulations of the
  SET and the laws relating to the Company’s business.

  If the Board or Management fails to rectify the problem within the
  time as specified above, any 1 member of the Audit Committee may
  report to the SEC or the SET that a transaction or action as specified
  above has occurred; and

  9. to revise and propose any amendments to the scope, duties and
  responsibilities of the Audit Committee to reflect the current
  situation.

3.  Good Corporate Governance Committee of the Company

  As at December 31, 2012, the Good Corporate Governance Committee
  consists of the following 3 members:

  Name Position

  1. Mr. Narongchai Akrasanee* Chairman

  2. Mr. Nopporn Thepsithar Member

  3. Mr. Chanond Ruangkritya Member

  Remarks: * He was appointed as the chairman of the Good Corporate
  Governance Committee by the Board of Directors

  Meeting No. 7/2012 on October 5, 2012.

  Mr. Chatchawan Oupani is the secretary of the Good Corporate
  Governance Committee.

  Membership Term

  The term of directorship for the chairman and members of the Good
  Corporate Governance Committee is 2 years from the date of
  appointment. Any retiring member of the Good Corporate Governance
  Committee may be re-elected.

  Scope of Power and Duties of the Good Corporate Governance Committee

  The scope of power and duties of the Good Corporate Governance
  Committee are as follows:

  1. to oversee and ensure that the organization performs and complies
  with principles of good corporate governance;

  2. to consider and approve the action plans for enhancing good
  corporate governance practice in order to maintain and develop good
  corporate governance and to promote good corporate governance as the
  organization’s culture by regularly communicating with and educating
  the directors, executives and employees of the Company;

  3. to monitor the performance and activities in respect of corporate
  social responsibility and environmental responsibility;

  4. to revise and update the Company’s good corporate governance
  principles, the Articles of Association, the rules of the Board and
  the Committees, business ethics and the Employees’ Code of Conduct to
  be suitable for the Company’s business and to be in line with the
  practices of the SET, the SEC and the Capital Market Supervisory
  Board;

  5. to set up guidelines for the report of compliance with good
  corporate governance principles in the Company’s annual report; and

  6. to consider and approve the public relations aspect of the
  Company’s good corporate governance activities and the Company’s
  policy of disclosure of information to the public, including the
  improvement in the dissemination of information on the Company’s
  corporate governance on the Company’s website in the future.

4.  Executive Committee of the Company

  As at December 31, 2012, the Executive Committee consists of the
  following 6 members:

  Name Position

  1. Mr. Chanond Ruangkritya Chairman

  2. Mr. Tanyalak Nunthanavorasiri Member

  3. Miss Natthavipha Ruangkritya Member

  4. Miss Patcharavalai Ruangkritya Member

  5. Mr. Sermsak Khwanpuang Member

  6. Mrs. Muntana Aue-kitkarjorn Member

  Mrs. Uaanuj Liangsupree is the secretary of the Executive Committee.

  Scope of Power and Duties of the Executive Committee

  The scope of power and duties of the Executive Committee are as
  follows:

  1. the Executive Committee is responsible for managing the Company’s
  business in accordance with the objectives of the Company’s business
  operations, provided that management of the Company’s business shall
  be subject to policies, rules or orders prescribed by the Board. In
  addition, the Executive Committee is responsible for reviewing matters
  to be proposed to the Board for further approval;

  2. prepare the vision, business strategies and direction, business
  policies, targets, guidelines, operational plans and the annual budget
  of the Company and its subsidiaries, and to present the same to the
  Board for approval;

  3. to efficiently oversee and monitor the Company’s operations in
  accordance with the Company’s management policies and guidelines as
  approved by the Board;

  4. consider and approve specific matters or any action to be taken in
  the ordinary course of the Company’s business within the amount or
  annual budget as approved by the Board and as authorized, provided
  that in taking such action, the Executive Committee shall not incur
  any liabilities or encumbrances exceeding Baht 100 million with a term
  of obligation of over 1 year (liabilities or encumbrances includes
  project finance facilities granted by financial institutions to the
  Company);

  5. report the result of operations for the following matters within
  the following period of time to the Board:

  (a) quarterly report of the Company’s performance to be submitted
  within the timeframe prescribed by the SET;

  (b) report of the auditor in respect of the Company’s financial
  statements, including annual and quarterly financial statements, to be
  submitted within the timeframe prescribed by the SET; and

  (c) other reports deemed to be appropriate by the Executive Committee;

  6. to consider and approve any action to be taken at each meeting of
  the Executive Committee, where a quorum shall be constituted when not
  less than half of all the members of the Executive Committee are
  present at such meeting;

  7. at each meeting of the Executive Committee, each member of the
  Executive Committee has 1 vote. In the event that there is a tied
  vote, the chairman of the Executive Committee has a casting vote;

  8. any resolution approved by the Executive Committee shall be passed
  by a simple majority of all the members in attendance;

  9. meetings of the Executive Committee shall be held as deemed
  necessary and appropriate. Apart from regular meetings, any member of
  the Executive Committee may call for a special meeting, provided that
  advance notice of such meeting shall be delivered to the other members
  to allow reasonable time for the members to consider the meeting
  agendas;

  10. the Executive Committee may establish working groups and/or
  appoint any person to review the matters proposed to the Executive
  Committee, or to take any action which will benefit the performance of
  duties of the Executive Committee, or to take any action on behalf of
  the Executive Committee, to the extent of the power granted to the
  Executive Committee; and

  11. to authorize and/or sub-authorize a third party to take specific
  action on its behalf. Such authorization or sub-authorization shall be
  subject to the powers specified in the Power of Attorney given and/or
  in accordance with regulations, rules or orders prescribed by the
  Board. The authorization or sub-authorization of powers, duties and
  responsibilities of the Executive Committee shall not allow the
  Executive Committee or its authorized person to approve any
  transactions in which the Executive Committee or its authorized person
  may have any conflict of interest (as defined in the notification of
  the Capital Market Supervisory Board or the SEC) or who may benefit in
  any manner which may give rise to conflicts of interest with the
  Company or its subsidiaries.

5.  Nomination and Remuneration Committee of the Company

  As at December 31, 2012, the Nomination and Remuneration Committee
  consists of the following 3 members:

  Name Position

  1. Mr. Narongchai Akrasanee/1 Chairman

  2. Mr. Nopporn Thepsithar/2 Member

  3. Mr. Wiboon Rasmeepaisarn Member

  Remarks:

  /1 Appointed as chairman at the Board of Directors Meeting No. 7/2012
  on October 5, 2012 to replace Mr. Pongsathorn Siriyodhin.

  /2 Appointed as member at the Board of Directors Meeting No. 1/2012 on
  February 28, 2012.

  Mr. Garan Suwatanariroj is the secretary of the Nomination and
  Remuneration Committee.

  Membership Term

  The term of directorship for the chairman and members of the
  Nomination and Remuneration Committee is 2 years from the date of
  appointment. Any retiring member of the Nomination and Remuneration
  Committee may be re-elected.

  Scope of Power and Duties of the Nomination and Remuneration Committee

  The scope of power and duties of the Nomination and Remuneration
  Committee are as follows:

  1. to consider the policies and criteria in nominating persons whose
  qualifications are appropriate for holding office as directors and key
  executives, and to select and propose the names of persons having
  appropriate qualification during a Board meeting and/or a
  shareholders’ meeting for appointment as the Company’s directors and
  key executives;

  2. to review the policies and criteria in respect of the remuneration
  and benefits of the Company’s directors and key executives; and

  3. to advise the Board in respect of remuneration of directors and key
  executives prior to submitting a proposal during a Board meeting
  and/or a shareholders’ meeting for further approval. The Board will
  approve the remuneration and benefits for the key executives while
  shareholders will approve the remuneration and benefits for the
  Company’s’ directors.

6.  Risk Management Committee of the Company

  As at December 31, 2012, the Risk Management Committee consists of the
  following 5 members:

  Name Position

  1. Mr. Nopporn Thepsithar Chairman

  2. Mr. Poolsak Tansitthipun Member

  3. Mr. Tanyalak Nunthanavorasiri Member

  4. Mr. Sermsak Khwanpuang Member

  5. Miss Natthavipha Ruangkritya Member

  Mrs. Umaporn Kittipoomwong is the secretary of the Risk Management
  Committee.

  Membership Term

  The term of directorship for the chairman and members of the Risk
  Management Committee is 2 years from the date of appointment. Any
  retiring member of the Risk Management Committee may be re-elected.

  Scope of Power and Duties of the Risk Management Committee

  The scope of power and duties of the Risk Management Committee are as
  follows:

  1. to consider the policies and risk management framework before
  proposing them to the Board for approval;

  2. to monitor the development of a risk management framework;

  3. to monitor risk indication and assessment procedures;

  4. to assess risk management plans, before proposing them to the Board
  for approval;

  5. to report to the Board in respect of risks and risk management; and

  6. to communicate with the Audit Committee in respect of major risks.

7.  Company’s Executives

  As at December 31, 2012, the Executives consist of the following 4
  members:

  Name Position

  1. Mr. Chanond Ruangkritya Chief Executive Officer and President

  Chief Business Development Officer

  2. Mr. Tanyalak Nunthanavorasiri Chief Operations Officer

  3. Mr. Sermsak Khwanpuang Chief Investment Officer

  4. Mrs. Muntana Aue-Kitkarjorn Chief Financial Officer

  Scope of Power and Duties of Chief Executive Officer and President

  The scope of power and duties of Chief Executive Officer and President
  are as follows:

  1. the Chief Executive Officer is responsible for the overall and/or
  day-to-day operations of the Company’s business in accordance with the
  Company’s objectives, provided that the management of the Company’s
  business shall be subject to the policies, rules or orders prescribed
  by the Board and/or the Executive Committee;

  2. to propose the vision, business strategies and direction, business
  policies, targets, guidelines, operational plans and the annual budget
  of the Company and subsidiaries to the Executive Committee so that the
  same will be further presented to the Board, and to consider the
  aforesaid matters with the Executive Committee and/or the Board;

  3. to consider and approve specific matters or any action to be taken
  in the ordinary course of the Company’s business within the amount or
  annual budget as approved by the Board and to extent of the
  authorization granted, provided that, in taking such action, the Chief
  Executive Officer shall not incur any liabilities or encumbrances in
  an amount exceeding Baht 50 million with a term of obligation over 1
  year (liabilities and encumbrances include project finance facilities
  granted by financial institutions to the Company);

  4. to put forward major matters to the Executive Committee, the Board
  or the shareholders’ meeting for approval or for any other action to
  be taken as may be appropriate;

  5. to conduct any other affairs that may be assigned by the Board, the
  Executive Committee and/or at a shareholders’ meeting; and

  6. to negotiate and review agreements or documents in relation to the
  ordinary business operations of the Company, advise and propose such
  matters to the Board and/or the Executive Committee and/or persons in
  charge of such matters for consideration, review and resolution.

  However, the Chief Executive Officer and President shall not approve
  transactions in which the Chief Executive Officer and President, or
  any person may have a conflict of interest (as defined in the
  notification of the Capital Market Supervisory Board or the SEC) or
  benefit in any manner resulting in a conflict of interest with the
  Company or its subsidiaries.

8.  Company’s Secretary

The Board of Directors Meeting No. 11/2012 on November 23, 2012 resolved
to approve the appointment of Miss Montira Kiatsunthorn to be the
Company’s Secretary in compliance with the requirements of the
Securities Act.

The main duties of the Company’s Secretary are to prepare and maintain
the register of directors, notices of the Board meeting, minutes of the
Board meeting, annual reports of the Company, notices to the
shareholders’ meeting and minutes of the shareholders’ meeting, to keep
the reports on conflicts of interest prepared by the directors or
executives, to take any other action as required under the notifications
of the Capital Market Supervisory Board and to deliver copies of reports
on conflicts of interest under Section 89/14 prepared by the directors
to the chairman of the Board and the chairman of the Audit Committee
within 7 business days from the date on which the Company receives such
reports.

  Scope of Power and Duties of the Company’s Secretary

The scope of power and duties of the Company’s Secretary are as follows:

  1. to prepare and maintain the following documents:

  (a) register of directors;

  (b) notices to the Board meeting, minutes of the Board meeting and
  annual reports of the Company; and

(c) notices to the shareholders’ meeting and minutes of the
shareholders’ meeting;

  2. to maintain the reports on conflicts of interest prepared by
  directors or executives; and

  3. to take any other action as required under the notifications of the
  Capital Market Supervisory Board.

Nomination of Directors and Executives

In selecting and appointing a person to be a director or an executive of
the Company, the Nomination and Remuneration Committee shall be
responsible for recruiting, selecting and nominating persons with
appropriate qualifications to be presented to the Board and/or at a
shareholders’ meeting (as the case may be), provided that the person who
is appointed as a director or executive of the Company shall have the
qualifications prescribed under Section 68 of the Public Limited Company
Act B.E. 2535 (1992) (as amended) and as does not have character
prohibited under the notification of the SEC No. ThorChor. 24/2551 re:
Prerequisites of Directors and Executives of Securities Issuer Companies
(as amended). In addition, the Company will also consider a candidate’s
knowledge, ability and work experience.

The composition and appointment of the Board, the Audit Committee, the
Good Corporate Governance Committee, the Executive Committee, the
Nomination and Remuneration Committee and the Risk Management Committee
can be summarized as follows:

-   Composition and Appointment of the Board

The Board shall consist of not less than 5 directors. Not less than half
of the total number of directors shall be domiciled in Thailand. The
directors may or may not be shareholders of the Company.

In appointing directors to the Board, the Nomination and Remuneration
Committee is responsible for recruiting and selecting persons with the
requisite knowledge, ability and experience related to business as well
as majority shareholders of the Company who have business experience
which will benefit the Company. However, the appointment of new
directors shall be approved at a meeting of the Board and/or a
shareholders’ meeting (as the case may be). According to the Company’s
Articles of Association, the election of directors at a shareholders’
meeting shall be in accordance with the following rules and procedures:

  (1) a shareholder shall have 1 vote per share;

  (2) each shareholder shall use all his or her votes to elect 1 or
  several persons as a director or directors. However, he or she may not
  divide his or her votes among multiple candidates; and

  (3) the persons who receive the most votes in ranking order will be
  elected as directors up to the number of directors the Company shall
  have or elect at that meeting. In the event that the persons being
  elected in subsequent order have equal votes but their election will
  exceed the number of directors required to be elected in that meeting,
  the chairman of the meeting shall have a casting vote.

At each annual general meeting of shareholders, one-third of all the
present directors, or, if their number is not a multiple of 3, then the
number of directors nearest to one-third shall retire from office. The
directors retiring from office in the first and second years after
registration of the Company shall be selected by means of drawing lots.
In subsequent years, the director who has held office the longest shall
retire. A retiring director is eligible for re-election.

-   Composition and Appointment of the Audit Committee

The Audit Committee shall consist of at least 3 independent directors.
The term of membership is 3 years. The Company only nominates members of
the Audit Committee/independent directors whose qualifications are in
accordance with the notification of the Capital Market Supervisory Board
No. TorChor. 28/2551 Re: Application for and Approval of Offer for Sale
of Newly Issued dated December 15, 2008 (as amended), as follows:

  1. holding shares not exceeding 1% of the total number of shares with
  voting rights of the Company, its parent company, subsidiaries,
  associates, major shareholders or controlling persons, including
  shares held by related persons of such independent director;

  2. neither being nor having been directors participating in the
  management, employee, staff or advisor receiving a regular salary from
  the Company, or controlling person of the Company, parent company,
  subsidiaries, associates, subsidiary company in the same level, major
  shareholders or controlling persons of the Company, unless the
  foregoing status has ended not less than 2 years prior to the date of
  filing an application with the Office of the SEC. However, such
  prohibited characteristic shall not include the case where an
  independent director used to be a government official or an advisor of
  a government unit which is a major shareholder of or controlling
  person of the Company;

  3. not being a person related by blood or legal registration as
  father, mother, spouse, sibling, and child, including the spouse of
  child, executive, major shareholder, controlling person, or persons to
  be nominated as executive or controlling person of the Company or its
  subsidiaries;

  4. neither having or used to have a business relationship with the
  Company, parent company, subsidiaries, associates, major shareholders
  or controlling persons of the Company, in the manner which may
  interfere with his independent judgment, and neither being nor used to
  be indirect significant shareholder or controlling person of any
  person having a business relationship with the Company, parent
  company, subsidiaries, associates, major shareholders or controlling
  persons of the Company, unless the foregoing relationship has ended
  not less than 2 years prior to the date of filing an application with
  the Office of the SEC.

  Such business relationships include commercial transactions made in
  the ordinary course of business, renting or leasing property,
  transactions in relation to assets or services, granting or receipt of
  financial support by receiving or giving loans, guarantees, providing
  assets as collateral, and any other similar actions, which result in
  the Company or its counterparty being subject to indebtedness payable
  to the other party in the amount equivalent to 3% or more of the
  Company’s net tangible assets or Baht 20 million or more, whichever is
  lower. The amount of such indebtedness shall be calculated according,
  mutatis mutandis, the method for calculation of value of connected
  transactions under the notification of the Capital Market Supervisory
  Board governing rules on connected transactions. Moreover, in
  considering such indebtedness, it shall include the indebtedness
  incurred during the period of 1 year prior to the date on which the
  business relationship with the same person commences;

  5. neither being nor having been the auditor of the Company, parent
  company, subsidiaries, associates, major shareholders or controlling
  persons of the Company, and not being a significant shareholder,
  controlling person or partner of an audit firm carrying out the audit
  of the Company, the parent company, subsidiaries, associates, major
  shareholders or controlling persons of the Company, unless the
  foregoing relationship has ended not less than 2 years prior to the
  date of filing an application with the Office of the SEC;

  6. neither being nor having been a professional service provider,
  including legal advisor or financial advisor receiving fees exceeding
  Baht 2 million per annum from the Company, the parent company,
  subsidiaries, associates, major shareholders or controlling persons of
  the Company, and not being a significant shareholder, controlling
  person or partner of such professional service provider, unless the
  foregoing relationship has ended not less than 2 years prior to the
  date of filing an application with the Office of the SEC;

  7. not being a director appointed to be a representative of directors
  of the Company, major shareholder or shareholder who is a related
  person of the major shareholder;

  8. not undertaking any business of similar nature to and which
  competes with the Company or its subsidiaries, or not being a
  significant partner in a partnership or being a director participating
  in management, employee, staff, advisor receiving a regular salary
  from or holding shares in a proportion exceeding 1% of the total
  number of shares with voting rights of another company operating a
  business of similar nature to and which competes with the Company or
  its subsidiaries;

  9. not having any other characteristics which may prevent him or her
  from expressing an independent opinion on the Company’s operations;

  10. not being a director assigned by the Board to make decisions on
  business operations of the Company, subsidiaries, associates,
  subsidiary company in the same level, major shareholders or
  controlling persons of the Company; and

  11. not being a director of the Company’s subsidiaries or a subsidiary
  in the same level which are listed.

In addition, at least 1 independent director of the Audit Committee must
have sufficient knowledge and experience in accounting or finance to
audit the reliability of the financial statements. The Company also
considers other qualifications of the members of the Audit Committee,
including among other things, business experience, specific expertise
relating to business, and ethics.

The criteria and procedure of appointing members of the Audit Committee
is similar to the criteria and procedure to appoint the Company’s
director. Any member of the Audit Committee retiring on rotation may be
re-elected. In the case of a vacancy of member ’s office in the Audit
Committee by any reason other than a retirement on rotation, the Board
shall elect a candidate who is well-qualified to be a member of the
Audit Committee to ensure that the number of members of the Audit
Committee is consistent with the requirement prescribed by the Board.
The person so appointed shall remain in office for the same period of
time as the vacating director was entitled to remain in office.

-   Composition and Appointment of the Good Corporate Governance
    Committee

The members of the Good Corporate Governance Committee are selected and
appointed from candidates who have knowledge and experience in the area
of good corporate governance. At least one third of all the members of
the Good Corporate Governance Committee shall be independent directors.

The Good Corporate Governance Committee shall report directly to the
Board. The term for the members of the Good Corporate Governance
Committee is 2 years from the date of appointment. Any retiring member
of the Good Corporate Governance Committee may be re-elected.

-   Composition and Appointment of the Executive Committee

The Board appoints the Executive Committee by selecting directors or key
executives of the Company who are capable of managing the Company’s
regular business operations, set up policies, business plans, budgets,
management structure and oversee and monitor the Company’s operational
results as per the policy set forth by the Board.

-   Composition and Appointment of the Nomination and Remuneration
    Committee

The members of the Nomination and Remuneration Committee are selected
and are ultimately appointed by the Board. At least one third of all the
members of the Nomination and Remuneration Committee shall be
independent directors.

The Nomination and Remuneration Committee shall report directly to the
Board. The term for the members of the Nomination and Remuneration
Committee is 2 years from the date of appointment. Any retiring member
of the Nomination and Remuneration Committee may be re-elected.

-   Composition and Appointment of the Risk Management Committee

The members of the Risk Management Committee are selected and are
ultimately appointed by the Board. At least 2 members of the Risk
Management Committee shall be independent directors. The chairman should
also be an independent director.

The Risk Management Committee reports directly to the Board. The term
for the members of the Risk Management Committee is 2 years from the
date of appointment. Any retiring member of the Nomination and
Remuneration Committee may be re-elected.

Remuneration of the Board and Executives

Monetary Remuneration

Remuneration of the Board

The Company

  -------------------- ------------------ ------------ -------------- -------
  Director                                                            
  Remuneration for the                                                
  year 2012                                                           

  Name of Director     Position           Attendance   Remuneration   Bonus

  Mr. Pongsathorn      Ex-Chairman        5/6          1,375,000      -
  Siriyodhin/1                                                        

  Mr. Narongchai       Chairman of the    5/7          475,000        -
  Akrasanee            Board                                          

  Mr. Nopporn          Chairman of the    9/13         525,000        -
  Thepsithar           Audit Committee/                               
                       Independent                                    
                       Director                                       

  Mr. Pornthep         Director           5/6          25,000         -
  Srisa-arn/2                                                         

  Mr. Chanond          Director           13/13        360,000        -
  Ruangkritya/3                                                       

  Miss Natthavipha     Director           13/13        360,000        -
  Ruangkritya/3                                                       

  Mr. Tanyalak         Director           13/13        360,000        -
  Nunthanavorasiri/4                                                  

  Miss Patcharavalai   Director           13/13        360,000        -
  Ruangkritya/3                                                       

  Mr. Poolsak          Member of Audit    11/13        415,000        -
  Tansitthipun         Committee/                                     
                       Independent                                    
                       Director                                       

  Mr. Wiboon           Member of Audit    13/13        425,000        -
  Rasmeepaisarn        Committee/                                     
                       Independent                                    
                       Director                                       

                                          Total        4,680,000      -
  -------------------- ------------------ ------------ -------------- -------

Remarks:

/1 Mr. Pongsathorn Siriyodhin received monthly remuneration of Baht
150,000 per month. He was appointed as chairman of the Company on
October 5, 2011 and resigned on September 20, 2012.

/2 Mr. Pornthep Srisa-arn was appointed as a director of the Company on
October 7, 2010 but refused to accept the meeting allowance and bonus
for the year 2011. However, Mr. Pornthep Srisa-arn is a major
shareholder in PYI Consulting Company Limited and in year 2011, PYI
Consulting Company Limited received payment as an advisor amounting to
Baht 10.5 million. The Company will pay a meeting allowance of Baht
40,000 per month to Mr. Pornthep Srisa-arn after the Company has been
listed on the SET. Mr. Pornthep Srisa-arn had resigned on October 15,
2012.

/3 Mr. Chanond, Miss Natthavipha Ruangkritya and Miss Patcharavalai
Ruangkritya received a monthly remuneration of Baht 40,000 per month
from January 2008 to April 2011 and a monthly remuneration of Baht
30,000 per month from May 2011.

/4 Mr. Tanyalak Nunthanavorasiri received a monthly remuneration of Baht
20,000 per month from January 2008 to April 2011 and a monthly
remuneration of Baht 30,000 per month from May 2011.

  The remuneration for the Audit Committee was paid in from of salary
  which was 40,000 Bath per month for Chairman and 30,000 Bath per month
  for other members.

  ----------------------------------- -----------------------------------
  Remureration for member of Audit    
  Committee for the year 2012         

  Name of Director                    Salary (Bath/Year)

  Mr. Nopporn Thepsithar              480,000

  Mr. Poolsak Tansitthipun            360,000

  Mr. Wiboon Rasmeepaisarn            360,000
  ----------------------------------- -----------------------------------

Remuneration of the Executives

The Company

The table below represents the details of remuneration of the executives
of the Company for the year ended December 31, 2012.

Other Remuneration

None

Provident Funds

The Company has appointed Krung Thai Asset Management Public Company
Limited as the fund manager of the Company’s provident funds.

Good Corporate Governance

The Board has prioritized the compliance with principles of good
corporate governance by highlighting the roles, duties and
responsibility of the Board and the management in order to promote good
corporate governance practices, increase the competitive potential of
the business and create creditability for shareholders, investors and
all stakeholders by managing the Company’s business operations
efficiently and transparently. The Company has therefore set up a good
corporate governance policy which includes 5 major principles of good
corporate governance as follows:

  (1) Rights of Shareholders

  The Company has prioritized the rights of shareholders by
  disseminating correct, complete, sufficient and timely information
  with respect to major changes that may affect the Company. In doing
  so, shareholders are able to make informed decisions. The Board has
  therefore set up the following policy:

1.  the Company shall deliver the notice to convene a shareholders’
    meeting together with sufficient supporting information 14 days
    prior to the date of the shareholders’ meeting, specifying the
    objectives, reasons and opinions of the Directors with respect to
    each meeting agenda so as to provide every shareholder the
    opportunity to assess the information in advance. In the event that
    any shareholder cannot attend the meeting, the Company will provide
    the opportunity to such shareholder to appoint independent directors
    or any third party as his/her proxy to attend the meeting on his/her
    behalf by using the proxy form enclosed with the notice to the
    meeting;

2.  the Company has a policy to facilitate attendance of the
    shareholders by choosing an accessible venue for the shareholders’
    meeting. Additionally, an appropriate time and day will be
    considered, with adequate time being allocated for the meeting. A
    map of the meeting venue will also be enclosed in the notice to the
    meeting;

3.  prior to the commencement of the shareholders’ meeting, the Company
    will announce the voting and commenting/questioning procedures for
    each item on the agenda. During the meeting, each shareholder will
    be provided equal opportunity to comment or raise questions in the
    meeting. The chairman of the Board will allocate time appropriately
    to each shareholder. The directors and relevant executives will
    attend the shareholders’ meeting in order to answer the questions
    raised therein;

4.  the Company disseminates additional information and news in relation
    to the shareholders’ meeting to the shareholders through the
    Company’s website. Information, news and details, such as the notice
    to the shareholders’ meeting, will be posted on the Company’s
    website in advance so that shareholders may download the meeting
    agenda at their convenience and have sufficient time to study
    information relating to the meeting. Hard copies of information
    relating to the shareholders’ meeting is nonetheless delivered to
    shareholders;

5.  the Company will ensure that minutes of the shareholders’ meeting
    are completely and correctly recorded and include questions and
    major comments therein. The Company also retains a video recording
    of the meeting. The Company will then publish minutes of the
    shareholders’ meeting on the Company’s website for shareholders
    review, and deliver the minutes to the SET within 14 days from the
    date of the meeting; and

6.  to facilitate the payment of dividends to shareholders, dividend
    payments are transferred directly to the shareholders’ bank accounts
    so that shareholders will receive the dividends on time and do not
    suffer the risk of loss, defective or late delivery of checks.

(2) Equitable Treatment of Shareholders

  To ensure that shareholders are treated equitably, the Board has set
  up the following policy:

  (2.1) to facilitate procedures for minority shareholders to nominate
  candidates for directorship or propose additional agenda prior to a
  shareholders’ meeting;

  (2.2) to set up clear requirements for considering additional agenda
  proposed by minority shareholders and procedures for minority
  shareholders to nominate candidates for directorships;

  (2.3) in a shareholders’ meeting, the matters will be considered and
  voted on based on the agenda that was previously determined without
  changing any important information or adding unannounced meeting
  agendas during the meeting;

  (2.4) in order to assist shareholders who are unable to attend the
  meeting in person, such shareholders may appoint any person or an
  independent director as his/her proxy to attend the meeting and vote
  on his/her behalf. The names of the independent directors who can be
  authorized as proxies will be listed in the notice to the
  shareholders’ meeting;

  (2.5) to treat all the shareholders equally, regardless of whether
  they are majority, minority, Thai or foreign shareholders;

  (2.6) to promote the use of ballot cards for each meeting agenda in
  order to ensure transparency and accountability in the event of a
  subsequent dispute. During the election of directors, the shareholders
  may vote to elect each director individually; and

  (2.7) to provide written guidelines to keep and protect the use of
  insider information and disseminate such guidelines to everyone in the
  Company for compliance, as well as require each director and
  executive, who has a duty to report his/her securities possession
  under the law, to submit such report to the Board.

  (3) Roles of Stakeholders

The Company recognizes the rights of each group of stakeholders:
internal stakeholders, which include shareholders and employees,
external stakeholders, which include customers, business partners,
creditors, competitors, the public sector and other organizations, as
well as relevant neighboring communities which have supported the
Company in its bid to enhance its competitive potential and
profitability. The following policy shall be deemed as a long-term
value-adding goal of the Company:

  (3.1) Treatment of and responsibility to shareholders

  The Company realizes that the shareholders are the owners of the
  business and that the Company has a duty to create value for the
  shareholders in the long-term. The Company therefore requires its
  employees to perform their duties based on the following guidelines:

  3.1.1 to perform their fiduciary duties and make decisions carefully
  for the equal benefit of each shareholder and the shareholders as a
  whole;

  3.1.2 to oversee that the operations are in order so as to ensure that
  the Company has good financial standing and operating results and to
  present the Company’s reports on its overall situation, operating
  results, financial and accounting standing and other reports regularly
  and accurately;

  3.1.3 to report to the shareholders on the future trends of the
  Company, both positive and negative based on projections, with the
  relevant supporting information and reasoning;

  3.1.4 not to seek any benefit for itself or other persons by using the
  Company’s information which has not been publicly disclosed and not to
  take any action in a manner which may give rise to conflicts of
  interest; and

  3.1.5 the Company shall treat each shareholder equally at a
  shareholders’meeting.

  (3.2) Compliance with laws, regulations and rules issued by the
  Government

  In operating its business, the Company has prioritized compliance with
  laws, regulations, rules issued by the government authorities. In
  particular, the Company will avoid any action which may result in the
  relevant government authorities or officials taking action against the
  Company and it will focus on building good relationships with them in
  an appropriate and permitted manner, such as having discussions in
  public places as well as greetings on special occasions and festivals.
  The Company’s practice on this matter is as follows:

  3.2.1 to be as accurate as possible when contacting government
  officials or authorities; and

  3.2.2 to be aware of the fact that the laws, regulations or rules of
  each government authority may contain different conditions, processes
  or procedures with which the Company shall acknowledge and strictly
  comply with.

(3.3) Treatment of and responsibility to Employees

  The Company is aware that its employees are the most valuable asset of
  the Company and are crucial to achieve the Company’s goals. The
  Company has therefore set up the following policy of fair treatment
  with respect to opportunities, remuneration, appointment, transfer and
  capacity enhancement:

  3.3.1 to treat each employee with respect for their honor, dignity and
  right of privacy;

  3.3.2 to keep the working environment safe for employees’ lives and
  property;

  3.3.3 the appointment, transfer, reward and punishment of any employee
  shall be done based on good faith and the knowledge, capacity and
  suitability of such employees;

  3.3.4 to prioritize knowledge and capacity enhancements of employees
  by offering them continuous improvement programs which include
  training, seminars and workshops;

  3.3.5 to provide fair remuneration to employees based on market
  conditions, business competition, nature of business, operating
  results and the Company’s financial standing;

  3.3.6 to avoid any unfair action that may affect the employment
  stability of employees; and

  3.3.7 to provide each employee with opportunities to give suggestions
  or raise complaints with respect to their work and to devise viable
  solutions thereafter so as to benefit each party and establish good
  relationships in the work place.

  (3.4) Treatment of and Responsibility to Customers

  The Company focuses on the development of real estate and intends to
  create, present and manage its products and services to its customers
  at a high standard. Accordingly, the following policies have been put
  in place:

  3.4.1 to supply and develop products and services which respond to
  customers’ needs;

  3.4.2 to deliver products and services of a high quality and under
  fair conditions;

  3.4.3 to provide correct and sufficient information in respect of
  products and services such that customers will be able to make
  informed decisions, and not to exaggerate in advertisements or
  communications with customers in such a way that customers may be
  misled in relation to the quality, quantity or conditions of products
  and services provided;

  3.4.4 to establish a procedure allowing customers to register
  complaints, such that the Company can resolve problems for customers
  in a timely manner and use such information to improve or develop its
  products and services in the future; and

  3.4.5 to maintain customer confidentiality and not disclose or misuse
  such information.

  (3.5) Treatment of and responsibility to the Company’s Business
  Partners and Contractual Parties

  The Company treats its business partners and contracting parties
  equally, especially those which the Company deems to be instrumental
  to the success of the Company’s business, such that all parties may
  mutually benefit, under the following practice:

  3.5.1 the Company intends to supply its products and services
  efficiently under the following principles:

  • to compete based on equal information obtained;

  • to put in place guidelines in relation to assessment and selection
  of business partners and contractual parties;

  • to prepare contracts that are fair to both parties;

  • to set up a management and monitoring system to ensure compliance
  with the conditions of the contracts and to prevent any irregularity
  at each step of the supply chain; and

  • to make payment to business partners and contractual parties on time
  and on the basis of the agreed conditions of payment;

  3.5.2 the Company is focused on developing and maintaining sustainable
  relationships with its business partners and contracting parties by
  having clear objectives on the quality of products and services
  rendered, based on both monetary value and mutual trust;

  3.5.3 to prohibit executives and employees from directly or indirectly
  receiving any personal benefit from the Company’s business partners
  and contracting counterparts; and

  3.5.4 not to use the information obtained from any procurement process
  for personal benefit or to benefit other persons.

  (3.6) Treatment of and Responsibility to Creditors

  The Company operates its business under the following principles as
  part of its assurance to creditors:

  3.6.1 to strictly comply with the conditions stipulated under
  contracts or as agreed; and

  3.6.2 the Company will inform its creditors in advance to jointly
  consider a solution in the event it is unable to comply with the
  agreed conditions.

  (3.7) Treatment of and Responsibility to Competitors

  The Company operates its business with the goal of achieving long term
  sustainability, and to become a leading company in the real estate
  industry based on fair and equal competition by adhering to the
  following practice:

  3.7.1 to compete with other real estate development companies within
  the framework of healthy competition;

  3.7.2 not to seek the confidential information of its competitors by
  fraudulent or inappropriate methods in order to benefit the Company’s
  business operations;

  3.7.3 not damage the reputation of its competitors; and

  3.7.4 not to take any action which infringes the intellectual property
  rights of the Company’s competitors or other persons.

  (3.8) Responsibility to Society

  The Company is aware of its place in society and is keen to promote
  sustainable growth in relation to society and the environment. The
  Company, in accordance with its corporate social responsibility
  policy, has continuously undertaken the following, in line with its
  business operations:

  3.8.1 to operate its business with the goal of protecting the
  environment and to strictly comply with applicable environmental laws
  and rules;

  3.8.2 to have a clear corporate social responsibility policy to be
  complied with by everyone within the Company;

  3.8.3 to encourage the Company’s employees to be conscious of and
  responsible to the environment and society;

  3.8.4 to respect traditions, customs and cultures of each area in
  which the Company has business operations;

  3.8.5 to participate in activities, either organized by itself or in
  cooperation with the public, private and community sectors to help
  improve society, the quality of life in the community and the
  environment in areas where the Company’s business operations are
  located;

  3.8.6 to cooperate with the communities and the activities they
  partake in areas where the Company’s business operations are located,
  where appropriate; and

  3.8.7 to respond efficiently and in a timely manner to any incident
  which is caused by the Company’s business operations and which affects
  the community and environment by fully cooperating with the relevant
  authorities and agencies.

  Any stakeholder may make inquiries, raise complaints or provide
  information on any violation of law, inaccuracy in the financial
  reports, defective internal control system or violation of business
  ethics of the Company to any independent director or member of the
  Audit Committee. The complaints and information received will be kept
  confidential. The member of the Audit Committee will then direct an
  investigation into such matter, seek a solution thereto (if possible)
  and deliver a report to the Board.

  (4) Disclosure of Information and Transparency

  (4.1) The Board ensures that it discloses financial information and
  other information in relation to the business and operating results of
  the Company in a correct, complete, regular, timely fashion,
  reflecting the Company’s actual financial and operating standing and
  business outlook.

  (4.2) The Board oversees the strict compliance with laws, rules and
  regulations in relation to transparency, disclosure and dissemination
  of information, both in the Thai and English language on the Company’s
  website, through mass media and the channels of the SET for the
  information of shareholders and other relevant persons. The Board will
  also revise and amend the dissemination of information in line with
  the requirements prescribed by the SET and the Office of the SEC.

  (4.3) The Company assigns investor relations officers to contact
  investors and shareholders. The Company regularly holds meetings to
  analyze the Company’s performance and disseminate information such as
  financial and general information to shareholders, securities
  analysts, credit rating companies and relevant authorities through
  various channels such as reports submitted to the SET and the Office
  of the SEC as well as the Company’s website. In addition, the Company
  also regularly discloses information both in the Thai and English
  language on the Company’s website for its shareholders’ information.
  The information on the Company’s website is regularly updated and
  contains the Company’s vision, mission statement, financial
  statements, public relations news, annual reports and information on
  the shareholding structure of the Company, its executives and majority
  shareholders.

  (4.4) The Company focuses on the generation of financial reports which
  accurately and correctly represent the financial and operating
  standing of the Company, based on accounting information in accordance
  with general acceptable accounting principles.

  (4.5) The Company will disclose information with regard to each
  director and their respective roles and duties, the various committees
  and information such as the number of meetings held, the attendance
  records of each director in the past year and the remuneration of
  directors and key executives in the Company’s annual report (Form
  56-2) and annual registration statement (Form 56-1).

  (5) Responsibility of the Board

  The Board is responsible to shareholders in respect of the conduct of
  the Company’s business operations as well as compliance with the law,
  the Company’s Articles of Association and resolutions of shareholders’
  meetings.

  (5.1) Responsibility of the Board – Structure and Committees

  5.1.1 Board

  (1) Composition of Board

  The Board consists of individuals with appropriate knowledge, ability
  and experience in operating a business. The Board is responsible for
  prescribing the policies, vision, strategy, targets, mission
  statement, business plans and budgets of the Company. The Board also
  oversees the management to ensure that their duties are performed
  efficiently and effectively in accordance with the Company’s policies,
  objectives, Articles of Association, legal framework, resolutions of
  the Board and shareholders’ meeting with responsibility, honesty, care
  and are subject to principles of good practice to achieve maximum
  economic value and stability to the Company’s business and the
  shareholders.

  Pursuant to the Articles of Association, the Board shall consist of at
  least 9 directors, one-third or more of whom shall be independent. The
  independent directors shall possess the full qualifications as
  prescribed in the notifications of the Capital Market Supervisory
  Board and the SET. At least half (1/2) of the total number of
  directors shall be domiciled in Thailand.

  Each director can independently perform his/her duties and exercise
  his/her discretion in making a decision. Each director is free to
  raise questions, comment on or object to any perceived conflict which
  may have a detrimental effect on the shareholders or stakeholders.

  (2) Term of directorship

  At each annual general meeting of shareholders, one-third of all the
  present directors or, if their number is not a multiple of 3, then the
  number of directors nearest to one-third of the total board
  composition, shall retire from office. The directors retiring from
  office in the first and second years after registration of the Company
  shall be selected by means of drawing lots. In subsequent years, the
  director who has held office the longest shall retire. A retiring
  director is eligible for re-election.

  Apart from retiring on rotation, the directorship may be terminated
  by:

  1. death;

  2. resignation;

  3. lack of qualification or being disqualified under the law;

  4. a shareholders’ meeting resolved to terminate a particular director
  ’s directorship. A voting majority of not less than three quarters of
  shareholders with voting rights present, corresponding to not less
  than half of the shares held by the shareholders with voting rights
  present, must be obtained; or

  5. termination under order of a court in Thailand.

  (3) Qualification of Independent Directors

  The following sets out the qualifications of independent directors as
  prescribed by the Board in accordance with the relevant notifications
  of the Capital Market Supervisory Board:

  1. holding shares not exceeding 1.0% of the total number of shares
  with voting rights of the Company, its parent company, subsidiaries,
  associates, major shareholders or controlling persons, including
  shares held by related persons of such independent director;

  2. neither being nor having been directors participating in the
  management, employees, staff or advisor receiving a regular salary
  from the Company, or controlling person of the Company, parent
  company, subsidiaries, associates, subsidiary company in the same
  level, major shareholders or controlling persons of the Company,
  unless the foregoing status has ended not less than 2 years prior to
  the date of filing an application with the Office of the SEC. However,
  such prohibited characteristic shall not include the case where an
  independent director used to be a government official or an advisor of
  a government unit which is a major shareholder of or controlling
  person of the Company;

  3. not being a person related by blood or legal registration as
  father, mother, spouse, sibling, and child, including the spouse of
  child, executive, major shareholder, controlling person, or persons to
  be nominated as executive or controlling person of the Company or its
  subsidiaries;

  4. neither having or used to have a business relationship with the
  Company, parent company, subsidiaries, associates, major shareholders
  or controlling persons of the Company, in the manner which may
  interfere with his independent judgment, and neither being nor used to
  be indirect significant shareholder or controlling person of any
  person having a business relationship with the Company, parent
  company, subsidiaries, associates, major shareholders or controlling
  persons of the Company, unless the foregoing relationship has ended
  not less than 2 years.

  Such business relationships include commercial transactions made in
  the ordinary course of business, renting or leasing property,
  transactions in relation to assets or services, granting or receipt of
  financial support by receiving or giving loans, guarantees, providing
  assets as collateral, and any other similar actions, which result in
  the Company or its counterparty being subject to indebtedness payable
  to the other party in the amount equivalent to 3% or more of the
  Company’s net tangible assets or Baht 20 million or more, whichever is
  lower. The amount of such indebtedness shall be calculated according,
  mutatis mutandis, the method for calculation of value of connected
  transactions under the notification of the Capital Market Supervisory
  Board governing rules on connected transactions. Moreover, in
  considering such indebtedness, it shall include the indebtedness
  incurred during the period of 1 year prior to the date on which the
  business relationship with the same person commences;

  5. neither being nor having been the auditor of the Company, parent
  company, subsidiaries, associates, major shareholders or controlling
  persons of the Company, and not being a significant shareholder,
  controlling person or partner of an audit firm carrying out the audit
  of the Company, the parent company, subsidiaries, associates, major
  shareholders or controlling persons of the Company, unless the
  foregoing relationship has ended not less than 2 years prior to the
  date of filing an application with the Office of the SEC;

  6. neither being nor having been a professional service provider,
  including legal advisor or financial advisor receiving fees exceeding
  Baht 2 million per annum from the Company, the parent company,
  subsidiaries, associates, major shareholders or controlling persons of
  the Company, and not being a significant shareholder, controlling
  person or partner of such professional service provider, unless the
  foregoing relationship has ended not less than 2 years prior to the
  date of filing an application with the Office of the SEC;

  7. not being a director appointed to be a representative of directors
  of the Company, major shareholder or shareholder who is a related
  person of the major shareholder;

  8. not undertaking any business of similar nature to and which
  competes with the Company or its subsidiaries, or not being a
  significant partner in a partnership or being a director participating
  in management, employee, staff, advisor receiving a regular salary
  from or holding shares in a proportion exceeding 1% of the total
  number of shares with voting rights of another company operating a
  business of similar nature to and which competes with the Company or
  its subsidiaries; and

  9. not having any other characteristics which may prevent him or her
  from expressing an independent opinion on the Company’s operations.

  (4) Chairman of the Board

  The chairman of the Board must have requisite knowledge, ability,
  experience and appropriate qualifications before he is appointed. The
  chairman of the Board is responsible for leading the Board and chairs
  meetings of the Board and shareholders. The chairman of the Board
  shall be liable to the Board in managing the Company in accordance
  with the guidelines and policies of the Board.

  (5) Nomination of Directors

  In nominating directors, the Company seeks out persons who have
  adequate knowledge, ability, experience, good working records,
  leadership qualities, farsightedness, morality, ethics and attitude.
  Such persons must dedicate adequate time to oversee the Company’s
  business operations and have appropriate qualifications suitable to
  the Company’s business strategy. The nomination process shall be both
  transparent and credible to the shareholders.

  (6) Company’s Secretary

  The Company’s Secretary is appointed by the Board and possesses the
  duties and responsibility as specified in the scope of power, duties
  and responsibility of the Company’s Secretary.

  5.1.2 Committees

  The Board appoints certain directors to form committees for the
  performance of specific duties. The term of membership within the
  committees shall be the same as that of the Board.

  The Board has a policy of appointing 5 committees, namely, the Audit
  Committee, the Executive Committee, the Risk Management Committee, the
  Nomination and Remuneration Committee and the Good Corporate
  Governance Committee.

  (1) Audit Committee: consists of 3 or more independent directors, who
  are given powers and responsibilities within the scope of power,
  duties and responsibilities of the Audit Committee.

  Qualification of the members of the Audit Committee:

  1. appointed by the Board or during a shareholders’ meeting;

  2. each member of the Audit Committee shall be an independent director
  of the Company;

  3. cannot be a director assigned by the Board to make any decision on
  the business operation of the Company, the parent company,
  subsidiaries, associates, majority shareholders or controlling persons
  of the Company;

  4. cannot be a director of the parent company, subsidiary company or a
  subsidiary company which is listed;

  5. have duties as specified in the notification of the SET governing
  qualification and scope of performance of the Audit Committee;

  6. have sufficient knowledge and experience to perform duties as a
  member of the Audit Committee, provided that at least 1 member of the
  Audit Committee shall have sufficient knowledge and experience for
  auditing the reliability of financial statements;

  7. the Board appoints the chairman of the Audit Committee or the
  appointed members of the Audit Committee elect 1 member among them to
  be the chairman of the Audit Committee; and

  8. the director of Internal Audit Bureau of the Company shall act as
  the secretary of the Audit Committee.

  (2) Executive Committee: consists of 6 members, who are given powers
  and responsibilities within the scope of power, duties and
  responsibilities of the Executive Committee.

  (3) Risk Management Committee: consists of 5 members of whom at least
  2 shall be independent directors, who are given powers and
  responsibilities within the scope of power, duties and
  responsibilities of the Risk Management Committee.

  (4) Nomination and Remuneration Committee: consists of 4 members of
  whom at least 1 shall be an independent director, who are given powers
  and responsibilities within the scope of power, duties and
  responsibilities the Nomination and Remuneration Committee.

  (5) Good Corporate Governance Committee: consists of 3 members of whom
  at least 1 shall be an independent director, who are given powers and
  responsibilities within the scope of power, duties and
  responsibilities of the Good Corporate Governance Committee.

  (5.2) Responsibility of the Board – Roles, Duties and Responsibility

  In overseeing the Company’s business operations, apart from ensuring
  that business operations are in accordance with the law, the Company’s
  objectives, Articles of Association, as well as the resolutions of the
  shareholders’ meeting, the Board prescribes its own roles, duties and
  responsibilities.

  (5.3) Responsibility of the Board – meeting of the Board

  The Company’s requirements for a meeting of the Board are as follows:

  (1) The Board shall hold a meeting at least once every 3 months and
  hold additional special meetings as and when necessary. The notice of
  the meeting shall be given to the directors at least 7 days prior to
  the date of such meeting, and at least half of the total number of
  directors shall attend such meeting to constitute a quorum.

  (2) The agenda for the meeting shall be clearly specified. The
  chairman of the Board and the Chief Executive Officer should jointly
  consider and select the matters to be form the meeting agenda. The
  Company’s Secretary shall ensure that the directors obtain the
  relevant documents prior to the meeting to allow sufficient time to
  study and consider the matters.

  (3) The Board shall receive all necessary information in a timely
  fashion prior to each meeting. The directors may directly and
  independently contact the Company’s Secretary to obtain additional
  information as necessary. The Company’s Secretary has a duty to comply
  with all applicable laws and regulations in this regard.

  (4) The chairman of the Board shall allocate sufficient time for the
  Management to present documents or information for discussion. Each
  director is encouraged to express his/her opinion prior to the
  conclusion of the meeting.

  (5) The Board should provide opportunities to non-executive directors
  to hold their own meetings, without participation by the management,
  as may be appropriate in order to discuss issues pertaining to the
  management. The results of such meetings should be presented to the
  Chief Executive Officer.

  (6) The Board encourages the Chief Executive Officer and President to
  invite key executives to attend Board meetings. This will allow the
  key executives to provide intimate details of the Company’s business
  operations to the Board and establish close relationships with them.
  In addition, succession plans may be discussed.

  (7) As the meeting progresses, directors who have or may have
  conflicts of interest in respect of any item on the agenda shall
  abstain from voting and must leave the meeting when the item is being
  deliberated.

  (8) Records of each meeting must be made in writing and kept. The
  minutes shall be certified by the Board and be made available for
  examination by the Board and related persons subsequently.

  (5.4) Responsibility of the Board – Self-Assessment

  After the Company has been listed on the SET, the Board shall assess
  their own performance for the previous year on an annual basis in
  order to improve their work efficiency in the future.

  (5.5) Responsibility of the Board – Remuneration of Directors

  The Board prescribed that the Nomination and Remuneration Committee
  shall consider and propose the criteria to determine the remuneration
  of directors, with such determination of remuneration to be approved
  at a shareholders’ meeting. The criteria for determining the
  remuneration of directors is as follows:

  (1) the Company’s operating results and size of business in comparison
  with the remuneration of directors of other companies listed on the
  SET having similar type and size of business;

  (2) experience, roles, duties and scope of responsibility of each
  director;

  (3) benefit to be obtained by the Company based on the contribution of
  that director; and

  (4) the remuneration must be able to attract individuals who possess
  requisite qualifications to join the Company as a director or an
  executive, depending on the Company’s situation and requirements.

  (5.6) Responsibility of the Board – Development Scheme for Directors
  and Executives

  The Board has a policy to promote, train and educate directors,
  members of the Audit Committee and executives in relation to good
  corporate governance. In the event there is a change of directors or
  if new directors are appointed, the management will provide the new
  directors with documents and information which will introduce them to
  the nature of the Company’s business and the Company’s business
  operation strategy and ultimately aid them in carrying out their
  duties.

  Each of the Company’s directors has been trained by the Thai Institute
  of Directors: some directors have passed the Director Accreditation
  Program (“DAP”) while others have passed the Director Certification
  Program (“DCP”) from the said institution.

  Currently, the Company has no development and succession plan.
  Following the Company’s listing on the SET, the Company will consider
  the implementation of such plan if the need arises.

  (5.7) Responsibility of the Board – Internal Control

  The Board shall ensure that the Company has an internal control system
  covering finance and operations which is in line with the relevant
  laws, rules and regulations, and ensure that there are effective
  checks and balances mechanisms to protect and maintain the Company’s
  assets. The Company has implemented chains of command for approvals in
  this regard, and it is the responsibility of executives and employees
  to ensure that such checks and balances are adhered to. The Company
  shall also reduce its operating regulations into writing and establish
  an independent Internal Audit Bureau to assess the performance of each
  operating unit against the regulations. The assessment of efficiency
  and sufficiency of the internal control of each operating unit shall
  also be conducted.

  (5.8) Responsibility of the Board – Internal Information

  The Board recognizes the importance of good corporate governance. In
  order to ensure transparency and prevent the misuse of the Company’s
  internal, non-public information for personal benefit, the Company has
  set out an internal information policy restricting the use of the
  Company’s information.

  (5.9) Responsibility of the Board – Annual Report

  The Board is responsible for the Company’s financial statements as
  well as financial information which appear in the annual report. The
  financial statements are prepared in accordance with generally
  accepted accounting principles of Thailand. The Company has applied
  suitable accounting policies on a consistent basis and has exercised
  careful judgment to ensure sufficient disclosure of important
  information in the notes to the financial statements. The Board has
  also appointed the Audit Committee to be responsible in ensuring the
  quality of the Company’s financial reports and to provide any opinions
  it may have to the Board.

Supervision of Usage of Internal Information

The Company has the following policy prohibiting directors and
executives from using internal, non-public information for personal
benefit and for securities trading:

  1. The Company has informed its directors, executives and persons
  holding managerial positions, including their equivalents or higher in
  the accounting and finance departments of their obligation to prepare
  and submit reports disclosing the possession of securities in respect
  of themselves, their spouse and minor children, to the Office of the
  SEC pursuant to Section 59 of the Securities Act. They have also been
  informed of the corresponding penalties set out in Section 275 of the
  Securities Act.

  2. The Company requires its directors, executives and persons holding
  managerial positions, including their equivalent or higher in the
  accounting and finance departments to prepare and submit reports
  disclosing the possession of securities in respect of themselves,
  their spouse and child to the Company’s Secretary prior to their
  submission of the same to the SEC. The report shall be prepared and
  submitted within 30 days of the date of appointment of the director or
  executive. Any change in possession of securities is to be reported
  within 3 working days from the date of the purchase, sale, transfer or
  receipt of transfer of securities.

  3. The Company requires its directors, executives and persons holding
  managerial positions, including their equivalent or higher in the
  accounting and finance departments and relevant operators who have
  access to internal information which may materially affect the share
  price of the Company, to avoid trading of the Company’s securities for
  a specified period before the disclosure of financial statements or
  the status or financial condition of the Company, or until the Company
  has disclosed such information to the public. The Company will provide
  notification in writing to its directors, executives and persons
  holding managerial positions, including their equivalent or higher in
  the accounting and finance departments, at least 30 days prior to the
  disclosure of such information to the public, not to trade in the
  Company’s securities until at least 24 hours after such disclosure.
  The Company also requires such material information not to be
  disclosed to any third party.

Should it be determined that the above rules were breached for personal
benefit, the disciplinary sanctions imposed by the Company may vary from
a written reprimand, wage reduction, suspension of work without pay or
termination of employment. The severity of the sanction imposed shall be
determined based on whether the breach was intended and the severity of
the misconduct.