K C Property Public : Notification of the appointment of a new director in replacement of the Independent director

ที่KC 025/2022

July 21, 2022

Subject: Notification of the appointment of a new director in replacement of the Independent director

To: President

The Stock Exchange of Thailand

K.C. Property Public Company Limited ("the Company") would like to inform you of the significant resolutions of the Company's Board of Directors Meeting No. 8/2022 held on July 21, 2022. The meeting has adopted the following resolutions:

1. Acknowledged the resignation of Gen. Tiwaporn Chanapanao from The Chairman of the Board of Directors, Independent Director and Audit Committee Member, effective July 19, 2022 onwards, and approved of the appointment of Associate Professor Phum Moonsilp as Independent Director, Chairman of the Audit Committee in replacement of Gen. Tiwaporn Chanapanao, effective July 21, 2022 onwards. The newly appointed director shall have the term only as the remaining term of Gen. Tiwaporn Chanapanao
2. Acknowledged the resignation of Dr. Adul Laohapol from Independent Director, Audit Committee, Risk Management Committee and The Vice Chairman, effective July 19, 2022 onwards, and approved of the appointment of Dr. Anchalee Wimonsilp as Independent Director, Audit Committee, Risk Management Committee and Nomination and Remuneration Committee in replacement of Dr. Adul Laohapol effective July 21, 2022 onwards.The newly appointed director shall have the term only as the remaining term of Dr. Adul Laohapol
3. Acknowledged the resignation of Mr. Chai Wattanasuwan from Independent Director, Nomination and Remuneration Committee and Chairman of the Audit Committee, effective July 19, 2022 onwards, and approved of the appointment of Pol. Gen. Suraphon Yoonuch as the Director in replacement of Mr. Chai Wattanasuwan, effective July 21, 2022 onwards. The newly appointed director shall have the term only as the remaining term of Mr. Chai Wattanasuwan
4. Acknowledged the resignation of Mr. Karn Poonkasorn from Independent Director, Risk Management Committee and Chairman of the Nomination and Remuneration Committee, effective July 20, 2022 onwards, and approved of the appointment of Miss. Wisuda Chuaybamrung as the Director, Executive Director and Risk Management Committee in replacement of Mr. Kan Poonkasorn, effective July 21, 2022 onwards. The newly appointed director shall have the term only as the remaining term of Mr. Karn Poonkasorn

K.C. Property Public Company Limited

202 Le Concorde Building, 19th Floor, Room 1903 Ratchadaphisek Road, Huaikhwang, Bangkok 10130 Tel. [phone]

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5. Approve the appointment of Dr.Rujcharin Tongyai as The Chairman of the Risk Management Committee and The Chairman of the Board of Directors effective July 21, 2022 onwards.

The reasons for the resignation of independent directors are as follows:

1. Gen. Tiwaporn Chanapanao has been proposed to be a Board of Directors of The Asset Management Company, which may be related to real estate business.
2. Dr. Adul Laohapol has run his own business related to shopping malls and hotels. Currently, there will be expansion of business related to real estate, this business may cause conflicts of interests with the Company's business.
3. Mr. Karn Poonkasorn and Mr. Chai Wattanasuwan are senior executives in a finance company. The company will have plans to operate the lending business and real estate project management, this business may cause conflicts of interests with the Company's business.

However, the Company is aware of the principles of good corporate governance. To check and balance the business operation to be transparent, accurate and fair. Therefore, it was approved to appoint a new director with complete qualifications, abilities and experience. who will be able to dedicate themselves to performing duties for the Company are: 1 . Associate Professor Phum Moonsilp as Chairman of the Audit Committee 2 . Dr. Anchalee Wimonsilp as Member of the Audit Committee, there is still another member of the Audit Committee who is in the process of nomination. It is expected that the nomination and appointment will be on August 10 , 2022 , who will take care of the benefits. and operate the business with the determination to bring the maximum benefit to all shareholders equally.

Please to be informed.

Yours sincerely,

-Santi Piyatat-

________________

(Mr. Santi Piyatat)

Managing Director

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F 24-1

Form to Report on Names of Members and Scope of Work of the Audit Committee

The Board of Directors meeting/shareholders meeting of KC property PLC No.8/2565 held on 21 July 2022 resolved the meeting's resolutions in the following manners:

Appointment of the audit committee/Renewal for the term of audit committee: Chairman of the audit committee

• • Associate Professor Phum Moonsilp Member of the audit committee
  • Dr. Anchalee Wimonsilp
• the appointment/renewal of which shall take an effect as of 21 July 2022

Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:

-No changes -

The audit committee is consisted of:

1. Chairman of the audit committee Associate Professor Phum Moonsilpremaining term in office 2 year(s) 8 month
2. Member of the audit committee Dr. Anchalee Wimonsilp

remaining term in office 2 year(s) 8 month

Secretary of the audit committee Miss Thunchira Wannavichit

Enclosed hereto is 2 copies of the certificate and biography of the audit committee. The audit committee number(s) - has/have adequate expertise and experience to review creditability of the financial reports.

2

The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

1. Ensure that the company's financial reports are correct and sufficient.
2. Provide proper, efficiency and effective internal control and internal audit. And consider the independence of internal audit by their work and report including the chain of command. As well as approve the appointment, removal, transfer or dismissal of the Head of the Internal Audit Office or other related office In charge of Internal audit.
3. Carry out the review to ensure compliance Securities and Exchange Acts, regulation of the Stock of Thailand's regulation, and any other relevant laws.
4. Consider, nominate, appoint, or dismiss the independent person to act as auditor and present the auditor's remuneration. As well as arrange the meeting with the auditor without the management department in attendance at least 1 time a year.
   5.Consider the connected transaction or transactions that may lead to conflicts of interest to be under the law on securities and exchange including regulations and announcements of the Stock Exchange of Thailand/related laws which is effective for the company and/or the business of the company to ensure that the transactions are reasonable and most beneficial for the company and its shareholders.

1. Prepare the report of the Audit Committee disclosure in the company's annual report which must be signed by the Chairman of the Audit Committee and the data must contains at least the following:
2. 1. The opinion about accuracy and completeness to make the financial report of the company reliable.
   2. The opinion about the adequacy of the internal control system in the company.
   3. The opinion about compliance with the Securities and Exchange Commission's and the Stock Exchange of Thailand's laws and regulation and other laws relevant to the company's business.
   4. The opinion about the appropriateness of the auditor.
   5. The opinion about the transactions that may have conflicts of Interest.
   6. The number of Audit Committee meetings and the attendance of each member in the Audit Committee.
   7. Opinions or overall observation that the Audit Committee has the duty under the charter.
   8. Other matters that shareholders and investors should know under the scope of duties and responsibilities as assigned Dy the Board of Directors.

1. Review and propose to the Board of Directors to consider revising the scope of powers, duties and responsibilities of the Audit Committee in accordance with the situation.
2. Examine relevant persons under the authority of the Audit Committee with the power to hire or bring in specialized experts to assist in the inspection and investigation.

3

1. If the Audit Committee find or suspect the list of the following actions which may have a significant impact on the financial statements and results of operations of the company. They must report to the Board of Directors immediately.
   a.The transactions that may cause the conflicts of interest.
   b.The corruption and unusual activity towards internal control system.
   c.Violation of the law or regulation of Securities and Exchange Commission and Stock Exchange of Thailand or other related laws
   .If the Board of the Directors fails to achieve the objective in time then one member of the Audit Committee will make a report to the Securities and Exchange Commission or the Stock Exchange of Thailand.
2. To give opinions to the management regarding appointment, termination of employment, operating results, budget and rates of Internal Audit
3. Review and comment on the corporate governance policy, social responsibility, and anti- corruption.
4. Review and comment on the company's annual corporate governance, social responsibility, and anti- corruption assessment report.
5. Report to the Board of Directors on Risk and Risk Management
6. Review and propose to the Board of Directors to consider revising the code of powers, duties and responsibilities of the Audit Committee in accordance with the situation.

15 Perform other tasks as assigned by the Board of Directors within the scope of duties and responsibilities of the Audit Committee.

The company hereby certifies that

1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand

Signed ………………………………………………… Director

(

Mr..Santi piyatat

)

(Seal)

Signed ………………………………………………… Director

(

Mr.Sasiprin Chantratat

)