Supalai : Criteria for Minority Shareholders to nominate the Candidate for Being a Director (the Candidate) at the 2024 AGM in Advance

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Criteria for Minority Shareholders to Nominate the Candidate for Being a Director (the Candidate)

at the 2024 Annual General Meeting in Advance

1. Objective

Supalai Public Company Limited (SPALI) has granted the minority shareholders to nominate the Candidate for being a Director in advance is considered as a part of SPALI's Good Corporate Governance of SPALI with the purpose of equitable and fairness treatment of all shareholders. In addition, for clarity and transparency of the procedures and methods for consideration, SPALI has set up the criteria to authorize minority shareholders to nominate the Candidate prior to the 2024 Annual General Meeting of Shareholders. By this mean, it will ensure that the Qualified Candidate will be selected and able to perform his/ or her duties effectively to attain the highest benefits of the Company.

2. Definition

"Company" means Supalai Public Company Limited

"Board" means the Board of Directors of Supalai Public Company Limited

"Director" means Director of Supalai Public Company Limited

3. The Qualification of Shareholders to Nominate the Candidate

The shareholders who wish to nominate the Candidate must possess the following qualifications:

1. Being the shareholder(s) of the Company which can be either one shareholder or combined shareholders.
2. Holding not less than five percent of the total voting rights of the Company as at the date of nomination of candidate.
3. Must hold those shares as stipulated in 3.2 on the date on which the Candidate is being proposed.
4. Must hold those shares as stipulated in 3.2 on the record date in order to determine the right of the shareholders to attend the Annual General Meeting of that year.

Please note that, if, after the Company having checked the name of the shareholder(s) on the record date (as stipulated in 3.4) and it appears that such shareholder(s) in 3.1 does not hold the shares as stipulated in 3.2. the Company reserves the right not to nominate the Candidate to the Annual General Meeting for consideration even though the same has been included in the notice of the Annual General Meeting.

4. The Nomination of the Candidate

4.1 Candidate Qualification

The persons who have been nominated as the Candidate must be qualified and not disqualified as follows:

1. Having the qualification according to the Public Company Act, Securities and Exchange Act and the Good Corporate Governance of the Company.
2. Being knowledgeable, capable, independent, dedicated, and healthy mentally and physically, be of suitable age and be able to perform Director's duties with care and loyally. The Candidate should attend the Directors' meeting regularly, study meeting agendas in advance, and productively participate in the meeting in a straightforward manner. Reputable business persons of integrity and superb professional references may also qualify as the Candidate.

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1. Having the skill of industry knowledge, 1) real estate business 2) engineering 3) design and architecture 4) marketing strategy and competitiveness 5) accounting, finance and banking, 6) economics 7) laws relating to business 8 ) risk management 9) international marketing 10) crisis management 11) good corporate governance 12) IT governance 13) social and environmental management 14) supply chain management

4.2 Consideration Procedure

1. The shareholder who possesses the qualifications according to the criteria no 3. can fill out the "Form to Nominate of Qualified Candidate for Directorship of Supalai Public Company Limited in the 2024 Annual General Meeting Shareholders", together with "Bio-dataof the Candidate for Directorship of Supalai Public Company Limited in the 2024 Annual General Shareholders' Meeting Form" of the Candidate and other complete supplementary documents as required by the Company via Company Secretary's E-mail Address : [e-mail] or the following address by November 13, 2023.
2. 
   Company Secretary
   Supalai Public Company Limited
   1011 Supalai Grand Tower Building , Rama III Road, Chong Nonsi, Yannawa, Bangkok 10120

   The Company will consider the Candidate, together with complete supplementary documents, as required, shall meet scrutiny by the Nomination and Compensation Committee, according to the Nomination Process of the Company, before further submission to the Board of Directors for consideration, and the Company will notify the Board's consideration results after the Meeting scheduled in February 2024.

3. The Company Secretary will initially review the proposal for the Board as follows:
4. 1. If the information provided are incomplete or incorrect, the Company Secretary will notify the shareholders by November 20, 2023. If the shareholders fails to correct and submit the original to the Company by November 27, 2023 (In case of holiday, it will be postponed to the official date before the holiday), the Company Secretary will notify the shareholders the proposal is excluded.
   2. If the Candidate or the shareholder are not qualified according to the criteria no. 4.1 and no.3 respectively, the Company Secretary will notify the shareholders that the proposal is not accepted by December 19, 2023.

   4.2.2.3 The proposal that is not related to no. 4.2.2.1 or no. 4.2.2.2, the Company Secretary will propose to the Nomination and Compensation Committee meeting.

5. The Nomination and Compensation Committee will consider the Candidate's qualification.
6. The name of the Candidate approved by the Board along with the board opinion will be included in the agenda of the Annual General Meeting notice. For the proposal disapproved by the Nomination and Compensation Committee or the Board, the Company will inform the shareholders with the reason of the
   Board's refusal after the Board Meeting.