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(9) Not have any conditions that may impede the person from having independent

views towards the company’s operations. After being appointed as
an independent director with the characteristics under Paragraph 1,
the independent director may be assigned by the Board of Directors to make

a decision on the business operation of the company, its parent company,
subsidiary, affiliate, same-level subsidiary, major shareholder or controlling

person in the form of collective decision.

For the purpose of (5) and (6), the term “partner” means a person assigned by
an audit firm or a provider of professional services to affix signature on

the audit report or the professional service report, whichever the case may be,
on behalf of such juristic person.”

Clause 11 “In the case where the person appointed by the company as an independent

director has or used to have a business relationship or provision of professional services
at a value exceeding the specified amount under Clause 10(4) or (6), the company shall be
granted an exemption from such prohibition of having or having had a business

relationship or provision of professional services at such excessive value, provided that
the company has obtained an opinion of the Board of Directors indicating that

the appointment of such person does not affect the performance of duties and the giving
of independent opinions, and that the following information has also been disclosed in
a shareholders’ meeting invitation letter under the agenda for the appointment of

independent directors:
(1) The nature of the business relationship or professional services causing such

person’s characteristics to not be in compliance with the specified regulations;

(2) The reason and necessity for keeping or appointing such person as
an independent director;

(3) The opinion of the Board of Directors concerning the proposal to appoint such

person as an independent director.”

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