Berli Jucker : Criteria for Shareholders to Propose Agenda Items and Nomination of Directors for Annual General Meeting of Shareholder 2026

Criteria for Shareholders to Propose Agenda Items and Nomination of Directors for Annual General Meeting of Shareholders 2026

1. Objective

   The Company strongly intends to comply with the provisions of law in relation to proposals of agenda Items under section 89/28 of the Securities and Exchange Act B.E. 2535 (including its amendments) and with good corporate governance principles. The Company believes that proposals of agenda Items and nomination of directors contribute to appropriate management with high effectiveness and efficiency and is accepted by the general investors and stakeholders as the Company haring good corporate governance.

   Giving the right to minority shareholders to propose agenda items for the annual general shareholders meeting and to nominate an individual to become a director in advance shows that the Company treats every shareholder fairly and equally. In addition, in order to have a clear approval process and method, the Company prescribes that minority shareholders can propose the agenda items for the annual general shareholders meeting and nominate an individual to become a director in advance. This will help in examining whether the agenda items truly benefit the Company and help in selecting a qualified individual as a director who will act efficiently for the best interest of the Company and for all interested parties together with enabling the Company to comply with its business supervision.
2. Definition

   "The Company" means Berli Jucker Public Company Limited

   "The Board of Directors" means the Board of Directors of Berli Jucker Public Company Limited

   "Director" means Directors of Berli Jucker Public Company Limited

   "Agenda Items" means Agenda items of Annual General Shareholders Meeting 2026 of Berli Jucker Public Company Limited

   "Annual General Meeting of Shareholder's means Annual General Meeting of Shareholders 2026 of Berli Jucker Public Company Limited

3. Qualifications of shareholders eligible to propose Agenda Items and Nomination of Directors

   The Agenda Items and/or nomination of Directors shall be proposed by a shareholder or shareholders holding shares and having an aggregate voting right not less than 5 percent of all Company voting rights as of the date of the proposal of meeting Agenda items and/or nomination of Directors.

4. Proposal of Agenda Items and Nomination of Directors

   1. Matters which are not included in Agenda Items.

      1. Matters for which the directors can refuse the proposed agenda items as section 89/28 of the Securities and Exchange Act B.E. 2535.

      2. Matters contradicting laws, notifications, rules and regulations of governmental agencies or agencies supervising companies or matters which do not conform to the Company's objectives, articles of association or shareholders meeting resolutions;

      3. Matters which have already been undertaken by the Company;

      4. Matters for which shareholders did not provide sufficient or correct information or did not specify whether such matters will be proposed as matters for acknowledgement, for approval or for consideration, or additional information is not available due to inability to contact the proposing shareholders;

      5. Matters proposed by (a) shareholder(s) who is not fully qualified as specified in Clause 3; or

      6. Matters which are out of power that the Company can proceed.

   2. Process of proceeding

      1. The shareholder who possesses the qualifications as specified in Clause 3 shall prepare the form to propose Agenda Items to the Board of Directors by completing Form to Propose Agenda Items for the Annual General Meeting of Shareholders (Form A) as attached, or submitting the same to the Company unofficially via email of Company Secretariat at [e-mail] before submitting the original Form A, affixing his/her signature therein, to the Board of Directors through Group Company Secretary Division together with the supporting documents to the Company by 31 December 2025.

         The evidence of shares held as specified in Clause 3, namely the certified letter of the securities company or other evidence of the Stock Exchange of Thailand. In case shareholders are commercial registration, the copy of certificate of commercial registration must be enclosed. Also, the copy of director nominee's identification card or passport (in case of the foreigner nominee) who has signed his/her name in this Form B must be enclosed and certified true copy, together with supporting documents beneficial for the Board of Directors consideration (if any) must be delivered to the Company through Group Company Secretary Division by 31 December 2025 in order to allow the Board of Directors to give adequate consideration.

      2. In the case that combined shareholders who are fully qualified as specified in Clause 3 collectively propose an Agenda Item for the meeting to the Board of Directors, the first shareholder must fill in Form A completely and affix their names as evidence. The rest of the shareholders must fill in parts (1) and (2) of Form A completely and affix their names as evidence separately, then gather each of those Form A, the evidence of shares held, and support documents (if any) together into one set to propose to the Board of

         Directors through Group Company Secretary Division. The alternative way is to send proposal unofficially before submitting the original as stated in Clause 4.2 (1).

      3. In the case that one or several shareholders who are fully qualified as specified in Clause 3 propose more than one Agenda Item, such shareholder(s) shall prepare one "Form A" for each Agenda Item and affix their signatures therein or may unofficially submit the documents prior to submitting the original document as stated in 4.2 (1).

      4. The Company Secretary shall initially review the Form A, the evidence of share held and other support documents for the Board of Directors as follows:

         (4.1) In the case of Agenda Items for which the proposing shareholder did not provide complete or correct information, the Company Secretary will give notice to the proposing shareholders by 15 January 2026. If the proposing shareholders fail to rectify the Agenda Items and return the same to the Company prior to 31 January 2026, the Company Secretary will notify to the proposing shareholder to acknowledge the disqualification of such proposed Agenda Items.

         (4.2) In the case of an agenda item proposed by a shareholder who is not fully qualified as specified in Clause 3, the Company Secretary will notify to the proposing shareholder to acknowledge the disqualification of such proposed Agenda Item by 31 January 2026.

         (4.3) The Company Secretary will submit all the disqualified Agenda Items as stated in Clause (4.1) or (4.2) to the Board of Directors during the Board of Directors Meeting of February 2026.

      5. The Board of Directors will consider whether the Agenda Items proposed by shareholders, which have no disqualifications as specified in Clause 4.1 (1) - (6), or unless otherwise decided by the Board of Directors, are suitable to be included in the agenda. The decision of the Board of Directors shall constitute the final decision.

      6. The Agenda Items which are approved by the Board of Directors will be included in the meeting agenda and contained in the notice to the shareholders together with the opinion of the Board of Directors, and delivered to the shareholders. With regard to the disapproved agenda Items and the agenda items which are disqualified under Clause (4) (4.1) - (4.2), the Company will notify those Agenda Items along with the reason for disapproval, in the Shareholders meeting.

5. Nomination of Directors
   1. Qualification and Disqualification of Directors

      The person who is nominated for appointment as a Director shall have the following qualifications and shall not possesses any of following disqualifications:

      1. being truly qualified and not having any disqualifications under the acts governing public limited companies, the acts governing securities and exchange and the acts governing good corporate governance;

      2. being knowledgeable, working experienced, competent, performing director's duties with

         responsibility, care and in a fiduciary manner;

      3. being capable of devoting sufficient time for the Company, having reasonable years of age, being in good physical and mental health, being capable of regularly attending the Board of Directors meetings, being confident in giving opinions at meetings and/or being a businessman with good reputation, good record of work performance and good ethics, as well as being accepted by society;

      4. being knowledgeable and skillful in the areas which are materially beneficial to the Company, i.e., businesses in connection with the Company or production and/or distribution, warehouse and logistic services or any other areas, such as science, engineering, architecture, accounting, marketing, finance or laws;

      5. being a person who named list on database of directors and executive of the Securities an Exchange Commission and relevance authorities, and not being disqualified as a prohibited person to be appointed as Director as required by the Securities and Exchange Commission and relevant authorities, nor having a nature indicating lack of suitability to be trusted to operate a business in which the public hold shares.

   2. Process of consideration

1. The shareholder who possesses qualifications according to Clause 3 shall submit the form of nominating Director (Form B), as attached, to the Board of Directors or may submit the proposal unofficially via email address of Company Secretariat at [e-mail] before sending the original to the Board of Directors.

   In this regard, the original with the shareholder's signature must be delivered to the

   Company by 31 December 2025 with the following documents:

   (1.1) The evidence of shares held as specified in Clause 3, namely the certified letter of the securities company or other evidence of the Stock Exchange of Thailand;

   (1.2) The evidence of nominee's consent in form B;

   (1.3) Supporting documents of candidate's qualifications including the education and work experience (Curriculum Vitae);

   (1.4) In case shareholders are commercial registration, the copy of certificate of commercial registration must be enclosed. Also, the copy of director nominee's identification card or passport (in case of the foreigner nominee) who has signed his/her name in this Form B must be enclosed and certified true copy and Other supporting documents (if any) beneficial for Board of Directors consideration.

2. In the case that combined shareholders who are fully qualified as specified in Clause 3 collectively propose the nomination of a Director to the Board of Directors, the first shareholder must fill Form B completely and affix their names as evidence. The rest of the shareholders must fill in parts (1) and (2) of Form B completely and affix their names as evidence separately, then gather each of those Form B, the evidence of shares held, and supporting documents (if any) together into one set to propose to the Board of Directors. The alternative way is to send the proposal unofficially before submitting the original in accordance with Clause 5.2 (1).

3. In case one or more shareholders nominate more than one Director, the shareholders must fill Form B separately (One Form B per One Director) and affix their names as evidence and submit the documents in Clause 5.2 (1) (1.2) to (1.4) of all candidates, or may send the proposal unofficially before submitting the original according to Clause 5.2 (1)

4. The Company Secretary will initially review the Form B, the evidence of shares held, the evidence of consent and other support documents for the Board of Directors as follows:

   (4.1) If the information provided by shareholders is incomplete or incorrect, the Company Secretary will notify the shareholder by 15 January 2026. If the shareholder fails to correct and submit the original to the Company 31 January 2026, the Company Secretary will notify the shareholders that the proposal is excluded.

   (4.2) If the nominee to be Director is not qualified according to Clause 5.1 or the shareholder who not qualified according to Clause 3, the Company Secretary will notify the shareholders that the proposal is excluded by 31 January 2026.

   (4.3) Any proposal that is not related to Clause 5.2 (4) (4.1) or (4.2), the Company Secretary will propose to the nomination and remuneration and corporate governance committee meeting in February 2026.

5. The nomination and remuneration committee will consider the candidate's qualification to propose to the Board of Directors unless the nomination and remuneration or the Board of Directors says otherwise. The Board of Directors judgment is final.

6. The names of nominees approved by the Board of Directors along with the Board of Directors opinion will be included in the Agenda Items of the Annual General Meeting of Shareholders notice to shareholders. For the proposal disapproved by the nomination and remuneration or the Board of Directors and the proposal according to Clause 5.2 (4) (4.1) and 5.2 (4) (4.2), the Company will notify the shareholders of the reason for the Board of Directors' refusal at the Annual General Meeting of Shareholders.

   By the resolutions of the Board of Directors Meeting No. 5/2025 held on 10 November 2025.

   Form A

   Form to Propose AGM Agenda

   1. I am , being the shareholder of Berli Jucker Public Company Limited, holding shares, Identity Number/ Company Register Number Residing at Road District Province Mobile Phone Number Home/Office Phone E-mail address (if any)

   2. I would like to propose the agenda of the Annual General Shareholders' Meeting of the

      year Subject .

   3. Proposal for consideration .

.

and have support information beneficial for consideration (such as fact or reason etc.) .

.

.

and other support documents (if any) have been enclosed and certified true copy at every page, pages in total.

I certify that all information written in this Form A, the evidence of shares' held, and other support

documents are correct and affix the name as evidence below

Shareholder's Signature ( )

Date

Remarks: 1. Shareholders must enclose the evidence of shares' held such as the certificate of shares' held from Securities Company or any other certificates from the Stock Exchange of Thailand (SET). In case shareholders are commercial registration, the copy of certificate of commercial registration must be enclosed. Also, the copy of director nominee's identification card or passport (in case of the foreigner nominee) who has signed his/her name in this Form A must be enclosed and certified true copy.

1. Shareholders are able to send proposal unofficially in advance via email address of Company Secretariat at [e-mail] before sending the original to the Company.

2. The original of this Form A must be delivered to the Company within 31 December 2025 in order to allow the Board of Directors to consider in accordance with the Criteria and to propose to the AGM.

3. In case combined shareholders have unified to propose the agenda, all shareholders must fill Form A and affix their names as evidence separately then gather each of those Form A together into one set in accordance with Clause 4.2 (2) of the criteria.

4. In case one or many shareholders propose more than one agenda, the Form A must be filled separately according to Clause 4.2 (3).

5. In case shareholders have their title, name, or surname changed, the copy of evidence of those changes must be enclosed and certified true copy.

6. The Company will cut-off rights of shareholders if founded that information provided is incomplete or incorrect; or those shareholders cannot be contact; or director nominees are not considered fully qualified.

   Form B

   Form to Nominate Director

   1. I am , being the shareholder of Berli Jucker Public Company Limited, holding shares, Identity Number/ Company Register Number . Residing at Road District Province Mobile Phone Number Home/Office Phone E-mail address (if any)

   2. I would like to nominate Age who is fully qualified under the acts governing public limited companies, the acts governing securities and exchange and the acts governing good corporate governance to be the director. The nominee has been signed below as the evidence of consent. The curriculum vitae of the nominee and other support documents (if any) have been enclosed and certified true copy at every page, pages in total.

      I certify that all information written in this Form B, the evidence of shares' held, the evidence of consent and

      other support documents are correct and affix the name as evidence below

      Shareholder's signature ( )

      Date

   3. I am , the director nominee in (2), consent and certify that the qualification and other documents (if any) in (2) is correct, agree to adhere to the Good Corporate Governance of the Company, and affix the name as evidence below.

Director Nominee's signature ( )

Date

Remarks: 1. Shareholders must enclose the evidence of shares' held such as the certificate of shares' held from Securities Company or any other certificates from the Stock Exchange of Thailand (SET). In case shareholders are commercial registration, the copy of certificate of commercial registration must be enclosed. Also, the copy of director nominee's identification card or passport (in case of the foreigner nominee) who has signed his/her name in this Form A must be enclosed and certified true copy.

1. Shareholders are able to send proposal unofficially in advance via email address of Company Secretariat at [e-mail] before sending the original to the Company.

2. The original of this Form B must be delivered to the Company within 31 December 2025 in order to allow the Nominating and Remuneration Committee and the Board of Directors to consider in accordance with the Criteria and to propose to the AGM.

3. In case many shareholders have unified to nominate the director, all shareholders must fill Form B and affix their names as evidence separately then gather each of those Form B together into one set in accordance with Clause 5.2 (2) of the criteria.

4. In case one or many shareholders nominate many director nominees, the Form B must be filled separately according the criteria Clause 5.2 (3).

5. In case shareholders have their title, name, or surname changed, the copy of evidence of those changes must be enclosed and certified true copy.

6. The Company will cut-off rights of shareholders if founded that information provided is incomplete or incorrect; or those shareholders cannot be contact; or director nominees are not considered fully qualified.