Appointment of Audit Committee Members To

Ref: No. COR:EL12003e/ms14 February 2012Subject:To:Appointment of Audit Committee MembersThe President of the Stock Exchange of ThailandPursuant to the Board of Directors meeting of Thoresen Thai Agencies Public CompanyLimited (“TTA”) on 14 February 2012, the Board approved the appointment of a new AuditCommittee as follows:Name Position Term1. Mr. Aswin Kongsiri Chairman of the Audit Committee 14 February 2012 to13 February 20152. Mr. Santi Bangor Member of the Audit Committee 14 February 2012 to13 February 20153. Mr. Peter Stokes Member of the Audit Committee 14 February 2012 to13 February 2015Mrs. Urai Pluemsomran Secretary to the Audit CommitteeThe scope and responsibilities of the Audit Committee remain the same.Yours sincerely,Thoresen Thai Agencies Public Company LimitedM.L. Chandchutha ChandratatPresident & Chief Executive OfficerMs. Thitima RungkwansirirojExecutive Vice PresidentCorporate Finance and Accounting

F 24-1Form for Report on Names of Members and Scope of Work of the Audit CommitteeThe Board of Directors meeting of Thoresen Thai Agencies Public Company Limited No.5/2012 held on 14 February 2012 adopted a resolution as following: Appointment of the Audit Committee /Renewal for the term of Audit Committee Chairman of the Audit Committee Member of the Audit Committeeas follows:(1) Mr. Aswin Kongsiri(2) Mr. Santi Bangor(3) Mr. Peter George Charles Andrew Stokes(4)the appointment / renewal of which shall take an effect as of 14 February 2012 Determinate / Change in the scope of duties and responsibilities of the AuditCommittee.The Audit Committee consists of:1. Chairman of the Mr. Aswin Kongsiri Remaining term in office 3 yearsAudit Committee2. Member of the Mr. Santi Bangor Remaining term in office 3 yearsAudit Committee3. Member of the Mr. Peter George Charles Remaining term in office 3 yearsAudit Committee Andrew StokesSecretary of the Audit Committee Ms. Urai PluemsomranCertificates and resumes of the three members of the Audit Committee are attached. All ofthe Audit Committee has adequate expertise and experience to review creditability of thefinancial reports.The scope of duties and responsibilities of the Audit Committee are as follows:1. Reviewing the accuracy, sufficiency, credibility, and objectivity of the financial reportingprocess by coordinating with the external auditors and executives responsible forpreparing the quarterly and yearly financial reports.2. Reviewing the appropriateness and effectiveness of internal control systems and internalaudit functions by coordinating with the external auditors and internal auditors, ensuringthe adequacy of the internal control systems and internal audit functions as followings: Reviewing the activities and organisational structure of the internal audit function andensure no unjustified restrictions or limitations are made. Determining an internal audit unit’s independence. Considering and approving on the appointment, removal, transfer, or dismissal ofInternal Audit Manager. Considering audit reports and recommendations presented by internal auditors andmonitoring the implementation of the recommendations. Reviewing the adequacy of the company’s risk management and ensuring that riskmanagement complies with the guidelines of the relevant authorities and our internalpolicies.

3. Reviewing the company’s business operations, ensuring that they comply with the law onsecurities and exchange, the Stock Exchange’s regulations and the laws relating to theCompany’s business.4. Considering, selecting and nominating an independent person to be the company’sauditor, including the auditing fee and the following main activities i.e. Reviewing the performance of the external auditors by taking into account theauditor’s credibility, the adequacy of resources, audit engagements, and experience ofits staff assigned to audit the company’s accounts. Reviewing the external auditors’ proposed audit scope and approach and ensure nounjustified and restrictions or limitations have been placed on the scope. Making recommendations to the board regarding the reappointment of the externalauditors. Considering audit reports and recommendations presented by the external auditorsand monitoring the implementation of the recommendations. During the year, the Audit Committee meets with the external auditors and theInternal Audit Manager separately without any management in attendance at leastonce a year.5. Reviewing the company’s business operations including the connected transactions andensuring that there is no conflict of interest, taking into consideration transactionsbetween TTA and subsidiaries or related parties in order to assure the effectiveness of thesystem for monitoring compliance with laws and regulations and to be reasonable for thehighest benefit of the company.6. Preparing and disclosing in the Company’s annual report, an Audit Committee’s reportwhich must be signed by the Audit Committee’s chairman and consist of at least thefollowing information. an opinion on the accuracy, completeness and creditability of the Company’s financialreport, an opinion on the adequacy of the Company’s internal control system, an opinion on the compliance with the law on securities and exchange, theExchange’s regulations, or the laws relating to the Company’s business, an opinion on the suitability of an auditor. TTA has a policy to safeguard theindependence of the external auditors by limiting non-audit services to defined auditrelatedand tax services. A new lead audit partner is appointed every five years, an opinion on the transactions that may lead to conflicts of interests, the number of the Audit Committee meetings, and the attendance of such meetings byeach committee member, an opinion or overview comment received by the Audit Committee from itsperformance of duties in accordance with the charter, and other transactions which, according to the Audit Committee’s opinion, should beknown to the shareholders and general investors, subject to the scope of duties andresponsibilities assigned by the Company’s board of directors.7. Performing any other act as assigned by the Company’s Board of directors, with theapproval of the Audit Committee.

8. Reviewing and updating the charter and then seek the approval of changes from theBoard.The Company hereby certifies that1. The qualifications of the aforementioned members meet all the requirements of the StockExchange of Thailand; and2. The scope of duties and responsibilities of the Audit Committee as state above meet allthe requirement of the Stock Exchange of Thailand.Signed(Mr. Aswin Kongsiri)ChairmanSigned(M.L. Chandchutha Chandratat)President & Chief Executive Officer