IRPC Public : Appointment of Directors and Subcommittee Members

Pres. 232 /2017

21 November 2017

(Translation)

Subject Appointment of Directors and Subcommittee Members

To Mr. President

The Stock Exchange of Thailand

Enclosure Form "Report on Name of Members and Scope of Work of the Audit Committee" (F24-1)

IRPC Public Company Limited ("the Company") would like to inform that the Board of Directors Meeting' s number 11/2017 held on 21 November 2017 has passed the resolution to appoint directors and members of subcommittees as follows:

1. Appointed members of the Board Directors as follows:

2. Ms. Nantika Thangsuphanich as a Director, to replace Mr. Songpope Polachan

3. Mr. Kris Imsang as a Director, to replace Mr. Pramoul Chanpong

   (1)	Mr. Somnuk Bomrungsalee	as Chairman of Audit Committee
   (2)	Ms. Nantika Thangsuphanich	as Member of Nomination and Remuneration Committee
   (3)	Mr. Kris Imsang	as Member of Corporate Governance Committee

4. Appointed members of the Subcommittee as follows:

This appointment will be effective from 2 December 2017 onwards. Therefore, the Subcommittee members will consist of:

(1)	Mr. Somnuk Bomrungsalee	Chairman (Independence director)
(2)	Ms. Jessada Promjart	Member of the Committee (Independence director)
(3)	Mr. Ruenvadee Suwanmongkol	Member of the Committee (Independence director)

1. The Audit Committee:

   (1)	Mr. Anusorn Sangnimnuan	Chairman (Independence director)
   (2)	Gen. Sasin Thongpakdee	Member of the committee (Independence director)
   (3)	Gen. Theppong Tippayachan	Member of the committee (Independence director)
   (4)	Mr. Kris Imsang	Member of the committee

2. The Corporate Governance Committee:

3. The Nomination and Remuneration Committee:

4. Mr. Woothisarn Tanchai Chairman (Independence director)

5. Mr. Chavalit Punthong Member of the committee

6. Ms. Nantika Thangsuphanich Member of the committee

   (1)	Mr.Nattachat Charuchinda	Chairman
   (2)	Mr.Ekniti Nitithanprapas	Member of the Risk Management Committee
   (3)	Mr.Chansin Treenuchagron	Member of the Risk Management Committee
   (4)	Mr. Sukrit Surabotsopon	Member of the Risk Management Committee

7. The Risk Management Committee:

Please be informed accordingly. Yours sincerely,

- Sukrit Surabotsopon- (Mr. Sukrit Surabotsopon) President

Corporate Secretary and Compliance Division Tel. 0-2765-7383

Fax. 0-2765-7982

F 24-1

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

IRPC Public Company Limited's Board of Directors meeting no. 11/2017, held on 21 November 2017, resolved the meeting's resolutions in the following details:

Appointment of the Audit Committee / Renewal for the term of Audit Committee:

• Chairman of the Audit Committee  Member of the Audit Committee as follows:

(1)…… Mr.Somnuk Bomrungsalee ………..…Chairman….…………………… (2)……. …............................................................……………………………..…

(3)………………………………………………………………………………….

The appointment/renewal of which shall take an effect as of 2 December 2017.

Determination/Change of the scope of duties and responsibilities of the Audit Committee with the following details:

………………………………………………………………………………………………………

………………………………………………………………………………………………………

………………...…………………………………………………………………………….………

……………………………………………………………………………………………………… The determination or change of which shall take an effect as of …………………

The Audit Committee is consisted of:

1. Chairman of the Audit Committee: Mr.Somnuk Bomrungsalee remaining term 3 year (AGM 2020)

2. Member of the Audit Committee: Mr. Jessada Promjart remaining term 3 year (AGM 2020)

3. Member of the Audit Committee: Ms. Ruenvadee Suwanmongkol remaining term 2 year

(AGM 2019)

Secretary to the Audit Committee: Mr. Thammasak Panyowatkool

Enclosed hereto is copy of the Certificate and Biography of a Chairman of the Audit Committee. The Audit Committee Member No. 1 to 3 has adequate expertise and experience to review creditability of the financial reports.

The Audit Committee of the company has the scope, duties and responsibilities to the Board of Directors on the following matters;

1. Review the company's financial reports to meet accounting standards with correctness and sufficiency.

2. Review the adequacy and effectiveness of internal control system and internal audit of the Company including considers the independent of internal control. Consider, appoint, transfer, or dismiss the head of the Office of the Internal Audit, as well as consider the independence of the office.

3. Consider the scope of auditing and auditing plans of the Office of the Internal Audit including the sufficiency of internal audit budget, and resources of the Office of the Internal Audit.

4. Review the Company's compliance with the Securities and Stock exchange law, rules and regulations of the Stock Exchange of Thailand or any other laws applicable to the Company's business.

5. Review the effectiveness and sufficiency of the risk management process.

6. Consider, select and propose an appointment of an external auditor, including its fee, or recommend the dismissal of the external auditor due to lack of ability dereliction or malpractice, as well as to attend a non-management meeting with an auditor at least once a year.

7. Review the Connected Transactions, or any transactions which may have conflicts of interests so as to comply with regulations and requirements of the Stock Exchange as well as to ensure that such transaction is of reasonable and of highest interest of the Company.

8. Prepare the Audit Committee Report and disclose in Company's Annual Report. Such Audit Committee Report shall be signed by Chairman of Audit Committee and shall be signed by the Chairman of the Audit Committee and shall consist of the following details;

9. Opinion of the accuracy and reliability of the financial report.

10. Opinion of the adequacy of Company's internal control.

11. Opinion of the compliance with laws on Securities and Stock Exchange, requirements of Stock Exchange of Thailand or any other laws applicable to the Company's business.

12. Opinion of the proper of auditors.

13. Opinion of any transactions which may have conflict of interest.

14. The number of meeting of Audit Committee and the number of attendance by members of Audit Committee.

15. Opinion or remark in performing according with the Charter by Audit Committee.

16. Any others things which shareholders and general investors should know under the scopes, duties and responsibilities assigned by the Board of Directors.

17. Performs other tasks as assigned by Board of Directors with the agreement of Audit Committee. The Audit Committee is responsible directly to the Board of Directors in accordance with the duties and responsibilities assigned to them. Additionally, the Board

    of Directors is also responsible to third parties for the operation of the Company as well.

18. Other duties

19. Seek competent advice or assistance from any independent consultant or expert when necessary, the costs and expenses of such services or invitations shall be on the Company's account.

20. Possess the authority to have access to the Company's information from management, employee and relevant persons.

21. Review and revise the Audit Committee Charter at least once a year to ensure its efficiency and comply with the expectation of the Board of Directors.

22. Inquire the management and external auditor to report the significant financial statement.