Supporting Information for Agenda 7 : To consider the appointment of auditor and determination of remuneration

Attachment 7

Supporting Information for Agenda 7: To consider the appointment of auditor and determination of remuneration

1. Article 30 of the Company's Articles of Association prescribes that the auditor shall be appointed and remuneration shall be fixed at every annual ordinary general meeting of shareholders, and the Notification of the Stock Exchange of Thailand prescribes that the Audit Committee shall have the duty to consider selecting for proposing the appointment of a person with independence to perform duties as the Company's auditor and proposing the remuneration for the Company's auditor.
2. In 2023, the Ordinary General Meeting of Shareholders approved to appoint either Mr. Kittiphun Kiatsomphob or Miss Watoo Kayankannavee or Mr. Vatcharin Pasarapongkul or Mr. Natthawut Santipet of EY Office Limited as the Company's auditor, with the duty to audit and sign to certify the Company's financial statements for 2023, with the remuneration in the amount not exceeding Baht 4,744,000. However,the actual remuneration collected was Baht 4,524,000.
3. Clause 7 (4) of the Notification of the Stock Exchange of Thailand Re: Qualifications and Scope of Work of the Audit Committee B.E. 2558 (2015) requires the Audit Committee to have the duties to consider, select, nominate, appoint an independent person to be the Company's auditor, and to propose the remuneration for the Company's auditor.
   The Audit Committee's Meeting No. 1/2024 on February 28, 2024, and management, jointly considered the qualifications of the auditor in respect of the reliability, independence, knowledge and experience in audit services, advice on accounting standards and certification of the financial statements in a timely manner and the justification of the remuneration, and resolved to propose that the Board of Directors consider proposing the 2024 Annual Ordinary General Meeting of Shareholders to appoint the auditor and fix the remuneration for 2024, as follows:

1. Either of the auditors from EY Office Limited as listed below be appointed as the Company's auditor:

Name	License No.	Audit Year(s) for the Company
Mr. Kittiphun Kiatsomphob	8050	1
Mr. Vatcharin Pasarapongkul	6660	-
Miss Watoo Kayankannavee	5423	-

Any auditor appointed as the Company's auditor shall conduct an audit and sign to certify the Company's financial statements for 2024. Additionally, the auditors listed above shall also serve as the auditor of the subsidiaries, namely, Northern Bangkok Expressway Company Limited and Bangkok Metro Networks Limited. In addition, the proposed auditors have neither relationship with nor interest in the Company, its subsidiaries, executives, major shareholders or their related persons.

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2) The remuneration be fixed in the total amount not exceeding Baht 4,877,000 consisting of:

	2024	2023	(Unit : Baht)
	Increase
Fee for auditing the annual financial	3,103,000	2,832,000	271,000
statements
Fee for reviewing financial statements	1,774,000	1,692,000	82,000
for the first three quarters
Total	4,877,000	4,524,000	353,000

In comparison with the auditing fee in the previous years, the auditing fee increased by Baht 353,000 or representing 7.80 percent. However, when compared to the average auditing fees of other listed companies in the same sector, the Company's auditing fee was found reasonable.

4. The Board of Directors' Meeting No. 1/2024 on February 28, 2024 resolved to approve the matter as proposed by the Audit Committee and it was then deemed appropriate to propose that the Shareholders' Meeting appoint an auditor from EY Office Limited; namely, either Mr. Kittiphun Kiatsomphob C.P.A. Registration No. 8050, or Mr. Vatcharin Pasarapongkul C.P.A. Registration No. 6660, or Miss Watoo Kayankannavee C.P.A. Registration No. 5423, with the authority to audit and sign for certification of the Company's financial statements for 2024, with remuneration not exceeding Baht 4,877,000. Details of the auditor's remuneration in the past are as follows:

				(Unit : Baht)
Details	2021	2022	2023	2024
Audit Fee	4,240,000	4,324,000	4,524,000	4,877,000
Non-audit Fee	800,000	950,000	1,127,500*	- *

• RemarkIn 2023, the Company and its subsidiaries incurred non-audit service fees from EY Office Limited in the amount of Baht 1,127,500, which is the audit of the Company's financial statements of the MRT Blue Line Extension Project in the amountof Baht 860,000, which is part of the compensation that must be paid in the future due to the service has not yet been completed and tax advisory fees in the amount of Baht 267,500. The non-audit service fees for 2024 has not yet been incurred as of the date of the 2024 Annual Ordinary General Meeting of Shareholders.

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Profiles and Work Experience of Auditors

EY Office Limited

Kittiphun Kiatsomphob

Partner

EY Office Limited

Certified Public Accountant No. 8050

Profiles and Work Experience
Working Period	:	1997 - present
Professional Qualification	:	Certified Public Accountant (Thailand)
		Auditor Approved by the office of The Securities and Exchange Commission of Thailand
Academic Qualification	:	Master' s degree in Accounting, Thammasat University
		Bachelor's degree in Accounting, Thammasat University
Experience	:	Over 20 years of audit working experience with EY and also has experience working with a number of
		multinational clients and listed clients. Kittiphun leads and supervises audits in a number of different fields,
		but with particular emphasis on listed companies involved in oil & gas, real estate and construction. In
		addition to the mentioned audit work, he has also been extensively involved in a number of non- audit
		assignments especially in oil & gas sector, including PTT, led and advised on the accounting issues relating
		to business restructuring.

Relationship with or Interest in ( except for the audit service) the Company, Subsidiaries, Executives, Major Shareholders, or their Related Persons

Capable of Undermining the Ability to Perform Duties Independently :- None -

Vatcharin Pasarapongkul

Partner

EY Office Limited

Certified Public Accountant No. 6660

Profiles and Work Experience
Working Period	:	1999 - present
Professional Qualification	:	Certified Public Accountant (Thailand)
		Auditor Approved by the office of The Securities and Exchange Commission of Thailand
Academic Qualification	:	Master of Science in Accounting, Thammasat University
		Bachelor of Science in Accounting, Thammasat University
Experience	:	More than 24 years of public accounting experience with EY serving clients in a wide range of industries,

including multinational corporations and listed companies in Thailand, and is specialized in the technology and telecommunications, manufacturing, services, and real estate industries.

Relationship with or Interest in ( except for the audit service) the Company, Subsidiaries, Executives, Major Shareholders, or their Related Persons

Capable of Undermining the Ability to Perform Duties Independently :- None -

Watoo Kayankannavee

Partner

EY Office Limited

Certified Public Accountant No. 5423

Profiles and Work Experience
Working Period	:	1995 - present
Professional Qualification	:	Certified Public Accountant (Thailand)
		Thai SEC-approved auditor
Academic Qualification	:	Master Degree in Accounting from Chulalongkorn University
		Bachelor Degree in Accounting from Chulalongkorn University
Experience	:	More than 20 years of audit working experience with EY and 3 years of experience being auditor of Public

companies. She has extensive experience with both listed companies in Thailand and multinational corporation clients with operations in the real estate, manufacturing and trading industries. In addition, she also has considerable experience in initial public offering to listing on the Stock Exchange of Thailand.

Relationship with or Interest in ( except for the audit service) the Company, Subsidiaries, Executives, Major Shareholders, or their Related Persons

Capable of Undermining the Ability to Perform Duties Independently :

- None -

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