PROSPECTUS THAI BEVERAGE PUBLIC COMPANY LIMITED ...

Part 2 Issuing CompanyThai Beverage Public Company Limiteddivided by three, then the number nearest to one-third shall resign from office. Thedirectors to resign during the first and second years following the registration of thecompany shall be drawn by lots. In subsequent years, the directors who haveremained in office for the longest time shall resign. Directors who resign on rotationsmay be re-appointed.4. To resign from office, a director shall submit his/her resignation letter to ThaiBev.Such resignation shall become effective on the date of receipt of the said letter byThaiBev.5. The shareholders meeting may pass a resolution to remove any director from officeprior to his/her term, by a vote of not less than three-fourths of the number of theshareholders attending the meeting and having the right to vote, whose sharesrepresent a total of not less than one half of the number of shares held by theshareholders attending the meeting and having the right to vote.Qualifications of the Independent Directors and Audit Committee and their appointmentcriteria(a)(b)(c)(d)(e)(f)hold shares of not more than 1% of the total voting rights of ThaiBev, its parentcompany, Subsidiary, affiliated company or any entity which may have a conflict ofinterest, including shares held by related persons of such independent director;is not or has never been a director engaging in management, employee, staff, oradvisor who receives a regular salary or controlling person of ThaiBev, parentcompany, Subsidiary, affiliated company, Subsidiary at the same level or any entitywhich may have a conflict of interest, unless such condition has passed for more thantwo years prior to the appointment date;is not a person with a relationship by blood or by registration according to the law asfather, mother, spouse, sibling and child, including spouse of a child, executive,major shareholder, controlling person or person(s) to be nominated as executive orcontrolling person of ThaiBev or its Subsidiaries;does not have or has never had business relationship with ThaiBev, its parentcompany, Subsidiary, affiliated company or any other entity which may have aconflict of interest in which such relationship may obstruct his independentdiscretion; is not or has never been a major shareholder, non-independent director orexecutive of any person who has business relationship with ThaiBev, its parentcompany, Subsidiary, affiliated company or any other entity which may have aconflict of interest, unless such condition has passed for more than two years prior tothe appointment date;is not or has never been the auditor of ThaiBev, its parent company, Subsidiary,affiliated company or any other entity which may have a conflict of interest and is notor has never been the major shareholder, non-independent director or managingpartner of the auditor’s office at which the auditor of ThaiBev, its parent company,Subsidiary, affiliated company or any other entity which may have a conflict ofinterest works, unless such condition has passed for more than two years prior to theappointment date;is not or has never been any kind of professional service providers, including legal orfinancial advisors who obtain professional fee beyond Baht two million per annumfrom ThaiBev, its parent company, Subsidiary, affiliated company or any other entitywhich may have a conflict of interest; however, in the case of the professional servicePart 2 Page 93