Definition of Independent Directors

Holds shares not exceeding 1% of the total voting shares of the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company, including shares held by related persons of such independent director (persons under Section 258 of the Securities and Exchange Act).

Is not, and has never been, an executive director, employee, staff member, salaried advisor, or controlling person of the Company, its parent company, subsidiaries, associated companies, same-level subsidiaries, major shareholders, or controlling persons of the Company, unless such status has ended for at least two years prior to the appointment. This prohibited characteristic does not apply where the independent director was formerly a government official or an advisor to a government agency that is a major shareholder or controlling person of the Company.

Is not related by blood or by legal registration as a parent, spouse, sibling, or child, including the spouse of a child, of any other director, executive, major shareholder, controlling person, or person to be nominated as a director, executive, or controlling person of the Company or its subsidiaries.

Does not have, and has never had, a business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company in a manner that may interfere with the exercise of independent judgment; and is not, and has never been, a significant shareholder or controlling person of any party having a business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company, unless such status has ended for at least two years prior to the appointment.

Is not, and has never been, an auditor of the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company; and is not a significant shareholder, controlling person, or partner of an audit firm with which the auditor of the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company is affiliated, unless such status has ended for at least two years.

Is not, and has never been, a provider of any professional services, including legal advisory or financial advisory services, receiving service fees exceeding THB 2 million per year from the Company, its parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company; and is not a significant shareholder, controlling person, or partner of such professional service provider, unless such status has ended for at least two years.

Is not a director appointed to represent the Company’s directors, major shareholders, or shareholders who are related persons of major shareholders.

Does not operate a business of the same nature as, and in significant competition with, the business of the Company or its subsidiaries; and is not a significant partner in a partnership, nor an executive director, employee, staff member, or salaried advisor, nor a holder of more than 1% of the total voting shares, of any other company operating a business of the same nature as, and in significant competition with, the business of the Company or its subsidiaries.

Does not have any other characteristics that would prevent the expression of independent opinions regarding the Company’s operations.

An independent director who meets the qualifications set out in Items 1–9 may be assigned by the Board of Directors to make decisions on the business operations of the Company, its parent company, subsidiaries, associated companies, same-level subsidiaries, major shareholders, or controlling persons of the Company on a collective decision basis.