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Independent Directors



                 OIC's Notification Re: Corporate Governance of Life Insurance Companies dated 10 January
                 2019 prescribed the characteristics of independent directors as follows:


                 Clause 8 (2) “Independent director shall not be less than one-quarter (1/4) of total number

                 of Directors.”

                 Clause  10  “Independent  director  under  Clause  8  (2)  shall  be  in  accordance  with
                 the following regulations.

                         (1)  Holding no more than 1% of total voting shares of the company, its parent
                             company,  subsidiary,  affiliate,  major  shareholder,  or  controlling  person  of

                             the company. Shares held by related persons of such independent director shall
                             also be included.

                         (2)  Not currently be or never been the company’s executive, worker, employees,

                             salaried consultant, or controlling person of the company, its parent company,
                             subsidiary,  affiliate,  same-level  subsidiary,  major  shareholder,  or  controlling
                             person  of  the  company  unless  the  foregoing  status  has  ended  not  less

                             than two years prior to the date of appointment. Such prohibited characteristic
                             shall  not  include  the  case  where  the  independent  director  used  to  be

                             a  government  official  or  advisor  of  a  government  unit  that  is  a  major
                             shareholder or has control over the company.

                         (3)  Not by blood related with or by legal registration as father, mother, spouse,

                             sibling, and child, including spouse of child of other directors, executive, major
                             shareholder, controlling person, or person who will be nominated as directors,
                             executives, or controlling persons of the company or its subsidiary.

                         (4)  Not  currently  have  or  never  had  business  relationship  with  the  company,

                             its  parent  company,  subsidiary,  affiliate,  major  shareholder,  or  controlling
                             person of the company in the way that such relation may impede the person

                             from having independent views. In addition, the person should not currently
                             be or never be a significant shareholder or controlling person of persons having
                             business  relationship  with  the  company,  its  parent  company,  subsidiary,

                             affiliate,  major  shareholder,  or  controlling  person  of  the  company  unless
                             the foregoing status has ended not less than two years prior to the date of

                             appointment.


                                                         สายงานสํานักเลขาZิกา องคNก  บ ิษัท เมืองไทยป ะกันชีวิต จํากัด (มหาชน)
                    42
                                                 Corporate Secretariat Office Division, Muang Thai Life Assurance PCL.
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