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Tycoons Worldwide Group (Thailand) Plc.


                                 2. To determine the company’s direction and control all business operations in accordance
                           with the related government entities’ rules and regulations. To assure the disclosure of information
                           to shareholders and related entities as well as perform transparency management to achieve
                           spoptimal benefits to the company.
                                 3. To ensure that business is operated efficiently and in compliance with all regulatory
                           bodies such as the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission
                           (SEC).

                                 4. To ensure that the company has effective internal control systems and an internal audit
                           unit that works closely with the audit committee.

                                 5. The Board of Directors may establish an executive board and a management team or
                           delegate control to other persons to manage the company under the Board of Directors’ supervision.
                           The delegation must be accompanied by responsibilities and limitation of the control and must not
                           be delegated to persons in circumstances that would lead to conflicts of interest with the company
                           and its subsidiaries.

                                 6. To have the intention to run the business continuously and conduct themselves with
                           honesty, and integrity and to be interested in the business in which they hold the directorship.

                                 7. To be consistently responsive to the shareholders and protect their interests as well as
                           providing to them fair, complete and transparent disclosure.

                                 8.Consider the approval of business plans, annual budgets and sales/acquisitions of the
                           asset exceeding 50 MB, joint ventures in expanding its business and approval of any other loans
                           besides the working capital loans, which are solely authorized by the Executive Board

                           Effective date: February 19, 2008.

                                        6.1.2 Policy Rights of Shareholders and Stakeholders

                                 Shareholders are the owners of the company. They control the company by appointing the
                           Board of Directors to act as their representatives. Shareholders are eligible to make decisions on
                           any of significant corporate changes. Therefore, the company encourages shareholders to exercise
                           their rights.
                                  Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the
                           company, obtain relevant and adequate information on the company in a timely manner and on a
                           regular basis, participate and vote in the shareholder meetings to elect or remove members of the
                           board, appoint the external auditor, and make decisions on any transactions that affect the company
                           such as dividends payment, amendments to the company’s articles of association or the company’s
                           bylaws, capital increases or decreases, and the approval of extraordinary transactions, etc.
                                  The Board of Directors realizes the importance of shareholders’ meeting as revealed in the
                           policies to facilitate all shareholders equally in attending the meeting, provide sufficient information
                           timely in advance of the meeting so that the shareholders have enough time to decide whether to
                           attend or to designate representatives to attend the meeting on their behalves. Shareholders are
                           encouraged to query directors and allowed to propose an agenda item, the directors on the other



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