Notice of 2019 Annual General Meeting of Shareholders Taokaenoi Food & Marketing Public Company Limited Thursday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th floor, S31 Sukhumvit Hotel

Index

Page Notice of 2019 Annual General Meeting of Shareholders Documents Agenda No.

Attachment of meeting agenda 1 1 - Copy of the Minutes of 2018 Annual General 15 Meeting of Shareholders 2 2 - Annual Report for the year 2018 3 5 - Profile of the nominated candidates for the election 39 of new directors in replacement of those to be retired by rotation 4 7 - Profile of proposed Auditors for Year 2019 48

Documents for attending the meeting 5.1 - Registration form, documents required prior to 52 attending the Meeting and supporting documents for proxies, and Proxy Forms as specified by Department of Business Development, Ministry of Commerce 5.2 - Provisions of the Company’s Articles of Association 67 relating to the General Meeting of Shareholders 5.3 - Voting, counting and announcement of the results 71 5.4 - Profiles of the independent directors proposed by 73 the Company to act as proxies for the shareholders 6 - The 2018 Annual Report Requisition Form 76 7 - Map of the Annual General Meeting of Shareholders 77 place

------No-gift Policy to comply with guidelines of the governing authority to cease/ cancel providing gifts at the Annual General Meeting of Shareholders ------Registration begins from 08.00 A.M. onward. For convenience, please bring the registration form which has the barcode on the meeting date.

Notice of 2018 Annual General Meeting of Shareholders of Taokaenoi Food & Marketing Public Company Limited

March 27, 2019 Subject: Invitation to attend 2019 Annual General Meeting of Shareholders To: Shareholders Attachments 1. Minutes of 2018 Annual General Meeting of Shareholders 2. Annual Report for the year 2018 (CD-ROM) 3. Profile of the nominated candidates for the election of new directors in replacement of those to be retired by rotation 4. Profile of proposed Auditors for year 2018 5. Supporting documents for attending the meeting 5.1 Registration form, documents required prior to attending the Meeting and supporting documents for proxies, and Proxy Forms as specified by Department of Business Development, Ministry of Commerce 5.2 Provisions of the Company’s Articles of Association relating to the General Meeting of Shareholders 5.3 Voting, counting and announcement of the results 5.4 Profiles of the independent directors proposed by the Company to act as proxies for the shareholders 6. The 2018 annual report requisition form 7. Map to the Annual General Meeting of Shareholders place NOTICE IS HEREBY GIVEN that, by virtue of the resolution of the Board of Directors of Taokaenoi Food & Marketing Public Company Limited (the “Company”) No. 1/2019 held on February 20, 2019, the 2019 Annual General Meeting of Shareholders will be held on Thursday, April 25, 2019 at 10:00 a.m. at Grand Ballroom 5th Floor S31 Sukhumvit Hotel, No. 545, Soi Sukhumvit 31, Klongtoey-Nua, Wattana, Bangkok to consider matters according to the agenda together with the Board’s opinions as follows:. Agenda item 1 To adopt the minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018

Preamble: The Company has prepared the Minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018

Taokaenoi Food & Marketing Public Company Limited 1 and published the copy of such minutes through the SET portal and the Company’s website after the Annual General Meeting of Shareholders on May 7, 2018, which is within fourteen (14) days from the shareholder meeting date. Board of Directors’ opinion: The Board opined that the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 was convened and recorded correctly and recommended that the 2019 Annual General Meeting adopt the said Minutes. A copy of the said Minutes is recorded correctly and recommended that the 2019 Annual General Meeting adopt the said Minutes. A copy of the said Minutes is provided here as Attachment No. 1. Vote required: Simple majority of total number of votes of the shareholders who attend the meeting and cast their votes.

Agenda item 2 To acknowledge the Company’s Annual Report for the year 2018 Preamble: The Company summarized the overall performance and major changes of the year 2018, details of which are specified in the annual report. 2018 The annual report is provided here as attachment No. 2, distributed to shareholders together with this notice according to Clause 3 of the Regulation of the Stock Exchange of Thailand Re: Procedure for the Disclosure of Information and Submission of Documents of Listed Companies through the Electronic System B.E. 2560 (2017) and Clause 41 of the Articles of Association of the Company. Board of Directors’ opinion: The Board deemed it appropriate to propose that the Meeting acknowledge the Company’s Annual Report for the year 2018, describing the Company’s performance and major changes duringthe year 2018. Vote required: This agenda item is for shareholders’ acknowledgment; therefore, voting is not required.

Agenda item 3 To consider and approve the financial statements for the year ending December 31, 2018 Preamble: To comply with Section 112 of the Public Company Limited ActB.E. 2535 (as amended) and Article 40 of the Company’s Articles of Association, the Company prepared the financial statements for the year ending December 31, 2018, which was audited by the Company’s auditor, and reviewed by the Audit committee and Board of Director and proposes them to the 2019 Annual General Meeting of Shareholders for consideration

2 Notice of 2019 Annual General Meeting of Shareholders and approval. Board of Directors’ opinion: The Board deemed it appropriate to propose that the Meeting consider and approve the financial statements for the year ending December 31, 2018, as duly audited and certified by the Company’s auditor from EY Office Limited and reviewed by the Audit committee. The company’s financial status and performance during the year 2018 are summarized as follows: The statements of financial position and income statements Unit: Million Baht Consolidated financial Separate financial statements Items statements 2018 2017 +/- 2018 2017 +/- Financial Statements Assets 3,787.3 3,322.1 465.20 3,682.1 3,182.4 499.70 Liabilities 1,619.1 1,146.2 472.90 1,517.5 1,036.6 480.90 Shareholders’ equity 2,164.60 2,176.0 -11.40 2,164.6 2,145.9 18.70 Profit and Loss Statement Revenue from sales 5,662.7 5,263.6 399.10 5,434,4 5,087.8 346.60 Profit for the year 459.2 608.4 -149.20 490.5 578.9 -88.40 Earnings per share (Baht/ 0.33 0.44 -0.11 0.36 0.42 -0.06 Share) The details thereof are shown in the part of financial statements in the 2018 Annual Report, distributed to shareholders together with this Notice, which is provided here as Attachment No. 2. Vote required: Simple majority of the total number of votes of the shareholders who attend the meeting and cast their votes.

Agenda item 4 To consider and approve the allocation of profits for the year 2018 as the legal reserve and dividend payment. Preamble: In accordance with Section 116 of the Public Limited Company Act B.E. 2535 (as amended) and Article 45 of the Company’s Articles of Association, the Company has to allocate not less than five percent (5%) of its annual net profit, after setting-off accumulated losses brought forward (if any), to be a legal reserve until that legal reserve reaches a level equal to not less than 10% of the registered capital. As of December 31, 2018, the Company’s capital is 345,000,000 baht, and the Company has legal reserves of 34,500,000 baht, equal to ten percent (10%) of the registered capital, so it is complete

Taokaenoi Food & Marketing Public Company Limited 3 as the requirement of the law and the Company does not have a duty to allocate the profits to the legal reserve. In accordance with Section 115 of the Public Limited Company Act B.E. 2535 (as amended) and Article 44 of the Company’s Articles of Association, the Annual General Meeting of shareholders can allocate legal reserve and dividend payment, and the Board of Director can approve the payment of an interim dividend in case the Company has enough profit and shall report such payment to the next general meeting of shareholders. The Company has a policy to distribute dividends at the rate of not less than 40% of the net profit as specified on the separate financial statements, after deducting taxes, legal reserve and other reserve (if any). The Company may consider changing the dividend distribution in case of necessity or extraordinary circumstances as it deems appropriate. The results of the operation and the net profit as specified on the separate financial statements on December 31, 2018 show that the Company has a net profit of Baht 490,472,547. Thus, the Company has deemed it appropriate to propose that the Meeting consider and approve dividend payment in the total amount of Baht 469,200,000, calculated at the rate of Baht 0.34 per share, or ninety-six percent (96%) of the profit for the year, as specified on the separate financial statements as the Company’s dividend payment policy. The Company paid an interim dividend on September 6, 2018 in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share. The final dividend payment will be made in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share. Therefore, the individual shareholder will be entitled to a Dividend Tax Credit under Section 47 bis of the Revenue Code as follows: - Payment of dividends, at the rate of Baht 0.07 per share, from the profits which is a part under the exemption of corporate income tax based on the promotional investment privileges (BOI) where the individual shareholders will not be entitled to a Dividend Tax Credit. - Payment of dividends, at the rate of Baht 0.05 per share, from the profits from the business which are subject to corporate income tax at the rate of 30 percent of net profit (Non-BOI), where the individual person shareholder shall be entitled to a Dividend Tax Credit. Compared to the dividend payment for the year 2017, the Company has distributed dividends in the amount of Baht 469,200,000, calculated at the rate of Baht 0.34 per share, or 81% of the profit for the year as specified on the separate financial statements

4 Notice of 2019 Annual General Meeting of Shareholders Such final dividend will be paid, according to the Company’s Articles of Association, to shareholders entitled to receive the final dividend, which was determined on Thursday, March 14, 2019 (Record Date), and the Company will pay the dividend on Wednesday, May 8, 2018. However, the entitlement to receive the final dividend payment is not final as it is required to be approved by the shareholders in the 2019 Annual General Meeting of Shareholders. Board of Directors’ opinion: The Board deemed it appropriate to propose that the Meeting approve the dividend payment (after deduction of the interim dividend) for the year ending December 31, 2018 at the rate of Baht 0.17 per share, for a total amount of Baht 234,600,000, as aforementioned. Vote required: A simple majority of the total number of votes of the shareholders who attend the meeting and cast their votes.

Agenda item 5 To consider and elect the directors in replacement of those who are due to retire by rotation. Preamble: In compliance with Section 71 of the Public Limited Company Act B.E. 2535 (as amended) and article 15 of the Company’s Articles of Association, one-third of the directors must retire from office by rotation at the Annual General Meeting of Shareholders. The Directors who are to retire from office in the first and second years after registration of the conversion to a public company limited will be done by drawing. In subsequent years, and the Director who has held office for the longest period will retire. A retiring Director is eligible for re-election. At the 2019 Annual General Meeting of Shareholders, the three Directors who are due to retire by rotation in this Meeting are as follows: Name Position 1. Mr. Chaiyong Ratanacharoensiri Independent Director/ Chairman of the Nomination and Remuneration Committee 2. Mr. Somboon Prasitjutrakul Director and Executive Director / Member of Nomination and Remuneration Committee 3. Ms. Porntera Rongkasiripan Director/ Member of the Risk Management Committee

Taokaenoi Food & Marketing Public Company Limited 5 Furthermore, the Company provided the opportunity for the shareholders to stand as candidate as a director in advance between from January 18 to February 19,2018 however, no one applied in this meeting. The Nomination and Remuneration Committee considered that the Directors who are due to retire by rotation at the 2019 Annual General Meeting of Shareholders, which is provided here as Attachment No. 3, are knowledgeable, competent, experienced, and skillful. They have leadership, vision, morality, ethics, and have a good attitude towards the Company. They also are available to perform their duties as directors of the Company. This is beneficial to the Company’s operations. The Directors also have the qualifications and are free from any prohibited characteristic under the Public Limited Company Act B.E. 2535 (as amended) and Securities and Exchange Act B.E. 2535 (as amended) and related notices. The Director who will take the position of Independent Director has to be eligible and have the qualifications to be an Independent Director under the conditions set by the Securities and Exchange Committee and able to provide independent opinion under relevant regulation. The Board of Directors thereby deems it is appropriate to propose to the 2018 Annual General Shareholder Meeting to consider the re-election of the three (3) Directors to their positions for another term. Board of Directors’ opinion: The Board of Directors (by directors having no conflicts of interest) deemed it appropriate to propose that the Annual General Meeting of Shareholders re-elect the directors who are retiring as the company’s directors to another term; those Directors are; Name Position 1. Chaiyong Ratanacharoensiri Independent Director/ Chairman of the Nomination and Remuneration Committee 2. Mr. Somboon Prasitjutrakul Director and Executive Director / Member of Nomination and Remuneration Committee 3. Ms. Porntera Rongkasiripan Director/ Member of the Risk Management Committee These three (3) retiring Directors have no directorship or management positions in other organizations with conflicts of interest with the Company. The profiles and expertise of the nominated candidates, directorship duration, attendance at meetings of the Board and sub-committees during the last year, numbers of shares held in the Company, positions as Directors or executives in other companies, as well as the relationships of the proposed candidates, are provided

6 Notice of 2019 Annual General Meeting of Shareholders here in Attachment No. 3. Vote required: A simple majority of total number of votes of the shareholders who attend the meeting and cast their votes in accordance with Article 14 of the Company’s Article of Association. (In electing the directors succeeding those due to retire by rotation, the shareholders shall vote for each individual candidate nominated to be Directors). Agenda item 6 To consider and approve the remuneration of Directors for the year 2019 Preamble: Article 90 of the Public Limited Company Act B.E. 2535 (as amended) prohibits the payment of any asset to a Director except for remuneration from the Company, and under article 16 of the Company’s Articles of Association, the Directors are entitled to remuneration from the Company in the form of awards, meeting allowances, retirement pensions, bonuses or other benefits in other forms as approved by a General Meeting of Shareholders. The remuneration for Directors might be determined as a fixed figure or as a regulation for further fixing, and it might be determined to be effective for a period of time or up until any change is made. In addition, the Directors are entitled to allowances and benefits according to the Company’s regulations. In respect of the remuneration of Directors in the 2019 Annual General Meeting of Shareholders, the Nomination and Remuneration Committee considered and agree that the remuneration of Directors is proper to the duty and responsibility of the Board of Directors, and Sub- committee has compared the remuneration of Directors to the remuneration of directors of companies of the same size of another industry. Thus, the Nomination and Remuneration Committee deemed it appropriate to propose that the 2019 Annual General Meeting of Shareholders consider and approve the remuneration of Directors for the year 2019 as follows; 1. Director Remuneration - The Directors shall receive the remuneration not exceeding at total of Baht 2,400,000 per year as follows;

The monthly remuneration 2019 (offered 2018 + / - (Baht/month/person) year) 1. The Chairman 60,000 60,000 - 2. Independent Director 30,000 30,000 - 3. Director and Executive - Director 80,000 80,000

Bonus - The Company agreed to pay a bonus for the year 2018 to

Taokaenoi Food & Marketing Public Company Limited 7 the Directors not exceeding Baht 250,000 per year, which will be distributed among the Directors by the Board as it deems appropriate. By comparison, the bonus for the director performance in 2017 was an amount not exceeding Baht 400,000 per year (the same amount). 2. Audit Committee Remuneration - The Audit Committee will receive the remuneration not exceeding Baht 420,000 per year as follows; 2019 The monthly remuneration 2018 + / - (Baht/month/person) (offeredyear) 1. Chairman of Audit Committee 20,000 15,000 5,000 2. Audit Committee 15,000 10,000 5,000 3. The Nomination and Remuneration Committee Attendance Fee - The Nomination and Remuneration Committee will receive attendance fee per time as follows: 2019 The attendance fee 2018 + / - (Baht/time/person) (offeredyear) 1. Chairman of Nomination and Remuneration Committee 10,000 10,000 - 2. Nomination and Remuneration Committee 8,000 8,000 - Remark: The director who is an employee of the Company will not receive the above remuneration as he has already received the salary and bonus. Board of Directors’ opinion: The Board deemed it appropriate that the remuneration of the Directors and the sub-committee members be subject to the approval of the 2019 Annual General Meeting of Shareholders and approved the bonus to the Directors as aforementioned. Vote required: Not less than two-thirds of the total number of votes of the shareholders present at the meeting who are entitled to vote. Agenda 7 To consider and appoint the auditors and fix the audit fee for the year 2019 Preamble: According to article 120 of the Public Limited Company Act B.E. 2535 (as amended) and article 42 of Company’s Articles of Association, the Annual General Meeting of Shareholders must appoint the annual financial Auditors and remuneration of the financial Auditors.

8 Notice of 2019 Annual General Meeting of Shareholders The Audit Committee considered and agreed to select Deloitte Touche Tohmatsu Jaiyos Company Limited to be the auditing firm of Company and its subsidiaries, which is an independent auditor firm with high professional standards. In addition, the audit fee proposed by Deloitte Touche Tohmatsu Jaiyos Company Limited was considered reasonable, compared to audit fees for similar quantities of work charged at the same professional level. The board selected Deloitte Touche Tohmatsu Jaiyos Company Limited to be the auditing firm of the Company and proposed that the 2019 Annual General Meeting of Shareholders consider and approve the appointment of the auditors and the audit fee for the year ending December 31, 2019 as follows: 1) The appointment of the auditors for the year 2019 as follows: Mr. Choopong Surachutikarn (Certified Public Accountant No. 4325) or Mr. Chavala Tienpasertkij (Certified Public Accountant No. 4301) or Ms. Pensri Thanvarodom (Certified Public Accountant No. 4923) or Mr. Wonlop Vilaivaravit (Certified Public Accountant No.6797) The above auditors from Deloitte Touche Tohmatsu Jaiyos Company Limited are qualified in accordance with the guidelines of the Securities and Exchange Committee, and the auditor firm does not have any conflict of interest with the Company/ subsidiary / Executive/ major Shareholders or related person with respect to the Company. The information on the nominated auditors is as shown in Attachment No. 4. 2) The approval of auditor fee for the year 2019 and the interim audit by quarter of both separated financial statement and the consolidated financial statement are in the total amount, Baht 2,000,000, decreasing by Baht 20,000 baht from the previous year, or 0.99%. The fee excluded non-audit services, such as travelling fees, documents, etc. 3) The audit fee for the year 2019 of subsidiaries of the Company is in the total amount of Baht 1,000,000, decreasing by Baht 70,000 from the previous year, or 0.93%. The fee excluded non-audit services, such as transportation fees, documents etc.

Audit fee 2019 2018 +/- (Baht) (offeredyear) 1. Taokaenoi Food & Marketing PLC. 2,000,000 2,020,000 -20,000 2. Subsidiaries Company* 1,000,000 1,070,000 -70,000 Total 3,000,000 3,090,000 -90,000

Taokaenoi Food & Marketing Public Company Limited 9 *The Subsidiaries are Taokaenoi Restaurant and franchise Co., Ltd. / NCP Trading and Supply Co., Ltd. / Taokaenoi Care Co., Ltd. Board of Directors’ opinion: The Board of Directors deemed it appropriate to propose that the 2019 Annual General Meeting of Shareholders consider the auditors of Deloitte Touche Tohmatsu Jaiyos Company Limited to be the Company Auditors until December 31st, 2019, as follows: 1. Mr. Choopong Surachutikarn (Certified Public Accountant No. 4325) or 2. Mr. Chavala Tienpasertkij (Certified Public Accountant No. 4301) or 3. Ms. Pensri Thanvarodom (Certified Public Accountant No. 4923) or 4. Mr. Wonlop Vilaivaravit (Certified Public Accountant No.6797) The audit fee of the Company for the year 2019 will be up to Baht 2,000,000 and the audit fee for the subsidiaries will be up to Baht 1,000,000. Vote required: A simple majority of the total number of votes of the shareholders who attend the meeting and cast their votes.

Agenda 8 To consider and approve the amendment of the company’s article of association. Preamble: According to (1) the notification of the National Council for Peace and Order No. 74/2557 re: Teleconference through Electronic Devices, any meeting required by law to be held, may be conducted through electronic media. The Department of Business Development issued a notification regarding National Council for Peace and Order Notification No. 74/2557 (2014) on meetings held through electronic media explaining that any public limited company wishing to hold meetings through electronic media would be required to provide for electronic meetings in the Company’s Articles of Association and (2) Order of the Head of the National Council for Peace and Order. No. 21/2560 re: the amendment of laws to facilitate the business operation dated April 4, 2017, which amended the Public Limited Companies Act B.E. 2535 (1992) regarding general meeting of shareholders. Current Articles of Association New Articles of Association Article 24 [Paragraph 1] The Board of Article 24 [Paragraph 1] The Board of Directors shall hold a meeting at least Directors must hold a meeting at least once every three months. once every three months in the locality in which the head office of the Company is located or other place as appropriate.

10 Notice of 2019 Annual General Meeting of Shareholders Current Articles of Association New Articles of Association [Paragraph 2] In calling a meeting of the [Paragraph 2] The meeting of the Board Board of Directors, the Chairman of the Board of Directors or any sub-committee of the or the person entrusted by the Chairman Company may be held through electronic of the Board shall serve a written notice media in accordance with the relevant calling for such meeting to the directors laws, including the Announcement of the not less than 7 days prior to the date of National Council for Peace and Order No. the meeting. Unless necessary or urgent 74/2557 dated June 27, 2014 re: Meeting to preserve the rights or the benefits of convened through electronic media, and the Company, the meeting may be called the Announcement of the Ministry of u other methods and earlier meeting date Information and Communication Technology may be chosen. re: Standard for the Security of the Meeting held through Electronic Media B.E. 2557 (2014). [Paragraph 3] The Board of Directors can [Paragraph 3] In calling a meeting of the hold a meeting in the locality in which the Board of Directors, the Chairman of the Board head office of the Company is located or or the person entrusted by the Chairman other place as appropriate. of the Board must serve a written notice calling for such meeting to the directors not less than seven (7) days prior to the date of the meeting. Unless necessary or urgent to preserve the rights or the benefits of the Company, the meeting may be called by other methods, and an earlier meeting date may be chosen. [Paragraph 4] Two or more directors may [Paragraph 4] Two or more directors may request the Chairman of the Board to call request the Chairman of the Board to call a meeting of the Board of Directors. If two a meeting of the Board of Directors. If two or more directors request a meeting of or more directors request a meeting of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the Board shall determine the date of the the Board shall determine the date of the meeting within 14 days as from the date meeting within fourteen (14) days from the of receipt of the request. date of receipt of the request. Article 30 [Paragraph 1] The Board of Article 30 [Paragraph 1] The Board of Directors shall procure the Shareholders’ Directors shall procure the Shareholders’ meeting as the Annual General Meeting meeting as the Annual General Meeting of of Shareholders within 4 months from the Shareholders within four (4) months from end of fiscal year of the Company. the end of fiscal year of the Company.

Taokaenoi Food & Marketing Public Company Limited 11 Current Articles of Association New Articles of Association [Paragraph 2] The Shareholders’ meeting [Paragraph 2] A Shareholders’ meeting other than the above mentioned shall be other than the above mentioned will be named as the Extraordinary General Meeting named as an Extraordinary General Meeting of Shareholders. The Board of Directors of Shareholders. The Board of Directors will convene the Extraordinary General will convene the Extraordinary General Meeting of Shareholders at any time as it Meeting of Shareholders at any time as it deems appropriate, or the shareholders deems appropriate. gather their shares of not less than 1/5 [Paragraph 3] The shareholders holding not of all issued and paid-up shares, or the less than ten (10) percent of all issued and number of shareholders of not less than 25 paid-up shares may gather and submit a persons having shares not less than 1/10 of notice requesting the Board of Directors all issued and paid-up shares shall gather to convene an Extraordinary General and submit the notice requesting the Board Meeting of Shareholders at any time; of Directors to convene the Extraordinary provided that the reason for the request General Meeting of Shareholders at any must be indicated clearly in the notice. time; provided that the reason for the In this regard, the Board of Directors must request shall be indicated clearly in the convene an Extraordinary General Meeting notice. In this regard, the Board of Directors of Shareholders within forty-five (45) days shall convene the Extraordinary General from the date of receipt of the notice. Meeting of Shareholders within 1 month from the date receiving the notice. [Paragraph 4] In event that the Board of Directors does not convene a Meeting within the period specified in the third paragraph, the Shareholders gathering or other Shareholders holding shares in number according to the Articles of Association are able to convene the Meeting by themselves within forty-five (45) days from the due date. In this event, it shall be deemed that such Meeting was convened by the Board of Directors. The Company is liable for the expenses required for arranging the Meeting and facilitating as appropriate. [Paragraph 5] If it was found that the quorum of Shareholders’ Meeting called by the Shareholders as mentioned in the fourth paragraph was not constituted as specified in Article 33, the Shareholders as mentioned in the fourth paragraph shall be jointly liable for all expenses incurred from the arrangement of such Meeting to the Company. Board of Directors’ opinion: The Board of Directors deemed it appropriate to propose that the 2019

12 Notice of 2019 Annual General Meeting of Shareholders Annual General Meeting of Shareholders consider and approve the amendment of Clause 24 of the Articles of Association of the Company (Meeting convened through electronic media) and Clause 31 to be in line with the amendment of the Public Company Act B.E. 2535, which was amended by the order of the National Council for Peace and Order as mentioned above. Vote required: Not less than three-fourths of the votes of the shareholders present and eligible to vote.

Agenda 9 Other matters. (If any) In accordance with Good Corporate Governance, all shareholders were invited to propose the meeting agenda and the nominees to be considered for election as the Company’s Directors at the 2019 Annual General Meeting of Shareholders from January 18 to February 19, 2019. In this regard, the Company published such criteria on the Company’s website www.taokaenoi.co.th and also announced the news through the website of the Stock Exchange of Thailand. Nonetheless, no shareholder proposed any agenda item. The date for determining the shareholders who have the right to attend the 2019 Annual General Meeting of the Shareholders and the right to receive the final dividend payment is 14th March 2018 (Record Date). (Such right is subject to further approval from the shareholder meeting). All shareholders are cordially invited to attend the 2019 Annual General Meeting of Shareholders, to be held on Thursday, April 25, 2019 at 10:00 a.m. at Grand Ballroom 5th Floor S31 Sukhumvit Hotel, No. 545, Soi Sukhumvit 31, Klongtoey-Nua, Wattana, Bangkok. The map is shown in the Attachment No. 7. Registration begins from 08.00 A.M. onward. For your convenience, if you wish to appoint a person to attend and vote at the Meeting on your behalf, please complete and duly execute only one of the Proxy Forms (Form A or Form B or Form C) attached in Attachment No. 5.1, or alternatively you may download only one of the three Proxy Forms: Form A, Form B or Form C (Form C is only for foreign investors who authorize the custodian in Thailand to keep and safeguard their shares) from http://www.taokaenoi.co.th. In addition, you may appoint an Independent Director who is not due to retire by rotation in the 2019 Annual General Meeting of Shareholders from among the following Independent Directors: 1. Mr. Yuth Vorachattarn 2. Mrs. Wanee Thasanamontien Profiles of the Independent Directors proposed by the Company to act as proxies for shareholders are provided here as Attachment No. 5.4 You are kindly requested to submit the completed Proxy Form to the Company in advance

Taokaenoi Food & Marketing Public Company Limited 13 by Friday, April 19, 2019. For your convenience, Company will facilitate you in affixing the stamp duty when registering to attend the Meeting.

Your faithfully,

(Mr. Itthipat Peeradechapan) Chief Executive Officer Taokaenoi Food & Marketing PLC.

Notes: 1. The Invitation Letter and its attachments are also publicized online at the Company’s website (http://www.taokaenoi.co.th/ir). Any queries may be posted via E-mail to the address: [email protected] or by registered mail to the Investment Relation Department, Taokaenoi Food & Marketing Public Company Limited, 337 Bond Street Road, Bangpood, Pakkret, Nonthaburi Province or via fax to +66 2984 0118 , with the complete contact information for return contact. 2. The Shareholders may consider the registration form, supporting document for appointment of proxy, and the proxy form as specified by the Department of Business Development, Ministry of Commerce as well as voting in the Shareholders Meeting, votes counting and announcing as provided in detail herein Attachment No. 5.1 and attachment No. 5.3. The Company shall conduct the meeting in accordance to the Company’s Regulation relating to the Meeting of Shareholders as detailed herein Attachment No. 5.2. 3. Should the shareholder would like to have a printed copy of The Annual Report for the year 2018, please fill the details in the “2018 Annual Report Request Form” as attached herein Attachment No. 6. For more Information contact to: Investor Relations Department E-mail address: [email protected] Tel +66 2984 0666 Ext.316 Fax +66 2984 0118

14 Notice of 2019 Annual General Meeting of Shareholders Minutes of the 2018 Annual General Meeting Taokaenoi Food & Marketing Public Company Limited

Time and place Held on April 23, 2018 at 10.00 hrs. at Rajpruek Ballroom 2nd Floor Sport Club House Building, Rajpruek Club (North Park Project), No. 100 Moo 3 Vibhavadi Rangsit Road, Thung Song Hong, Lak Si, Bangkok Opening of the meeting The Meeting Organizer informed the Meeting of the voting procedures and introduced the Directors in Attendance. The Meeting Organizer informed the Meeting of the principles of good corporate governance regarding the rights of shareholders. The Company provided the shareholders with the rights to add item to the meeting agenda and to nominate qualified persons to be appointed as Directors of the Company by publicizing such rights on the Company’s website at www.taokaenoi.co.th since 4 October 2017 to 30 December 2017 including notifying such information via the SET portal. There was no shareholder proposing to add any meeting agenda or to nominate any person for being appointed as Directors of the Company in replacement of the Director who retired by rotation. Furthermore, the Company made the documents in relation to the meeting on the Company’s website since 27 March 2018 for shareholders’ information prior to the Meeting. The Meeting Organizer informed the Meeting regarding the voting procedures and the voting counting for each agenda item as follows: 1. In voting at the Meeting, one share was equivalent to one vote. • Agenda items 1, 3, 4, 5 and 7 shall be passed by a majority vote of the shareholders who attend the Meeting and cast their votes. • Agenda item 2 was an item for acknowledgement. It is not required to vote. • Agenda item 6 to consider and approve the directors’ remuneration shall be passed by a vote of not less than two-thirds of the shareholders who attend the Meeting. 2. For shareholders attending the Meeting in person, the Company provided ballots for using in the event that you disagreed or abstained from voting on an agenda item. The Chairman of the Meeting shall ask whether any shareholder disagreed or abstained, such shareholder shall show his/her hand and the officer of the Company shall collect such ballot and deduct the number of ballots with a vote of disapproval or abstention from the total number of votes. The remaining votes shall be considered as votes for approval. For the agenda item regarding the appointment of the Directors, the officer of the Company shall collect the ballots with a vote of approval, disapproval or abstention for vote counting for the appointment of individual Directors. 3. A shareholder attending the meeting by proxy and casting votes do not have to vote again due to the company having collected votes on computer already.

Taokaenoi Food & Marketing Public Company Limited 15 4. The shareholders or proxies attending the meeting late shall be entitled to vote only on the agenda item which is under consideration at the time of their arrival, and any agenda item thereafter. 5. For the vote counting in this Meeting, the Company has implemented a program for holding the shareholders’ meeting which uses a barcode system, and appointed Kudun and Partners Ltd. as Legal Advisor, who shall act as inspector in order that the vote counting was carried out transparently, legally and in line with the Articles of Association of the Company. The Company had invited shareholders to be an observer for the counting of votes, however, no shareholder had volunteered to be an observer. 6. After the meeting, please return the ballots to officer for each agenda item before leaving the meeting in order to comply with the principles of good corporate governance principle. 7. Any shareholder or proxy who wishes to ask questions or to request the Board of Directors or the Executives to clarify on any issues shall declare his/her name and surname before asking each question or rendering an opinion. Shareholders can ask questions at the end of the presentation of each agenda or when considering all the agenda then. And urged shareholders to use a microphone that has provided. It provides an opportunity for shareholders to ask questions fully. Please ask only specific issues related to the agenda of the meeting was posted. In order not to waste the time of other shareholders. The Company’s Investor Relations introduced the Meeting of the Board of Directors, the Executives, the Auditor, the Financial Advisor and the Legal Advisor. The Board of Directors, 8 persons 1. Mr. Yuth Vorachattarn Chairman of the Board of Directors/ Independent Director/ Audit Committee/ Nomination and Remuneration Committee 2. Mrs. Wanee Thasanamontien Independent Director/ Chairman of the Audit Committee/ Nomination and Remuneration Committee 3. Mr. Chaiyong Ratanachroensiri Independent Director/ Audit Committee/ Chairman of the Nomination and Remuneration Committee 4. Mr. Somboon Prasitjutrakul Director and Executive Director/ Nomination and Remuneration Committee 5. Mr. Itthipat Peeradechapan Director/ Chief Executive Officer 6. Miss Orrapat Peeradechapan Director/ Managing Director (International Business and Management)/ Chairman of Risk Management Committee 7. Mr. Nutchatpong Peeradechapan Director/ Managing Director (Business Support) 8. Miss Porntera Rongkasiriphan Director/ Administrative Manager (Internal Audit)/ Risk Management Committee Remark The percentage of Directors attending the Meeting is 100 % of total Directors Executives, 5 persons 1. Mr. Itthipat Peeradechapan Chief Executive Officer 2. Miss Orrapat Peeradechapan Managing Director (International Business and Management)

16 Notice of 2019 Annual General Meeting of Shareholders 3. Mr. Nutchatpong Peeradechapan Managing Director (Business Support) 4. Mr. Jirapong Suntipiromkul Chief Financial Officer 5. Mr. Boonchai Kowpanich Chief Operation Officer Auditor 1. Ms. Vissuta Jariyathanakorn Certified Public Accountant No. 3853 EY Corporate Services Limited. Legal Advisors 1. Mr. Kom Vachiravarakarn Kudun and Partners Ltd. 2. Miss Pasita Nananukool Kudun and Partners Ltd. Mr. Yuth Vorachattarn, the Chairman of the Board of Directors, presided as the Chairman of the Meeting (the “Chairman”) and informed the Meeting that the Company had scheduled the date to determine the names of the shareholders entitled to attend the 2018 Annual General Meeting of Shareholders on 13 March 2018, the share register book closure. There were 10,630 shareholders representing 1,380,000,000 shares. There were 71 shareholders attending the Meeting in person representing 48,071,324 shares and by proxy 1,253 shareholders with 510,865,645 shares. There were 1,324 shareholders attending the Meeting in person and by proxy with 991,566,969 shares in aggregate, equivalent to 71 percent of the total 1,380,000,000 shares of the Company. A quorum was thus constituted according to Article 33 of the Articles of Association of the Company. The Chairman declared the Meeting open and then conducted the Meeting according to the following agenda items: Agenda Item 1: To adopt the Minutes of Annual General Meeting of Shareholders 2017, held on Wednesday, April 26, 2017 The Chairman informed the Meeting that the Company had convened the Annual General Meeting of Shareholders 2017, held on Wednesday, April 26, 2017. The details of the said minutes are set out in Enclosure 1 which has been sent to the shareholders together with the invitation to this Meeting. No shareholders made any comments or raised any questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders 2018, held on Monday, April 23, 2018 The Chairman gave the Meeting an opportunity to raise additional questions. No shareholders raised any questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders 2017. Resolution: The Meeting resolved to endorse the Minutes of the Annual General Meeting of Shareholders 2017, held on Wednesday, April 26, 2017 by a unanimous vote of the shareholders attending the Meeting and casting their votes, as follows: Approved 1,126,293,433 votes, equivalent to 100.0000 Percent Disapproved 0 votes, equivalent to 0.0000 Percent Abstained 0 votes, equivalent to - Percent Void Ballot(s) 0 votes, equivalent to 0.0000 percent

Taokaenoi Food & Marketing Public Company Limited 17 Agenda item 2: To acknowledge the Company’s Annual Report for the year 2017 The Chairman clarified for the Meeting that the information regarding the results of business operations of the Company for the year 2017 had been summarized in the Company’s Annual Report which was sent to shareholders together with the notice. In this regard, the Chairman delegated Mr. Jirapong Suntipiromkul, Chief Financial Officer, to report the summary of the Company’s business operations for the year 2017. Mr. Jirapong Suntipiromkul, Chief Financial Officer, explained to the Meeting that, in 2017, Tao Kae Noi Food and Marketing Public Company Limited (“the Company”) had total of four subsidiaries which are: (1) Tao Kae Noi Restaurant and Franchise Co., Ltd., which owns Tao Kae Noi Land, with around 11-12 brances. The Company expected that it will open 20 more branches within this year. These 11 – 12 branches are, mostly situated at Bangkok’s landmarks and touristic cities. (2) NCP Trading and Supply Co., Ltd. a subsidiary which sells seasonings for Tao Kae Noi in which the Company holds 100% of the shares. While the Company has been growing, NCP Trading and Supply Co., Ltd. has constructed a new factory in an industrial estate in order to accommodate the growth of the Company; (3) Tao Kae Noi Care Co., Ltd., formerly called Want More Industry Co., Ltd., in order to accommodate the launch of new products, especially healthcare; and (4) a subsidiary in the US which had been recently acquired at year-end of the previous year, formerly called GIM Factory Inc., now called Taokaenoi USA Inc. from March this year. The Company was of the view that the product ranges offered by the Company is new to the market in Europe and in the US, especially products of baked seaweed and organic seaweed. Another operational performance for the year 2017 is a new factory of the Company which is situated in Rojana Industrial Park, with the area of 18 rai (0.4 acre) comprising two buildings: a factory and a warehouse. The Company commenced the production in the two parts during the second quarter of 2017, and, currently, the production is not yet at its full capacity. As informed at year-end of the previous year, the production capacity is 2,200 tons, with utilization rate of 74%. For the year 2018, the Company aims that, after the opening of Phase 2, the production capacity should increase to 4,000 – 4,500 tons, with expected utilization rate of 75 – 80%. Meanwhile, the Company launched a new product not of seaweed, “My Whey”, which the Company intends for the healthcare product market. The other product the Company is also promoting is baked seaweed which the Company sees having potential sales in both domestic and overseas market, including the launch of packages of various sizes in order to appeal existing customers to consume more in the form of family packs. In 2017, the Company had the sales volume of THB 5,264 million, which grew from the 2016 sales volume by 12%, while the sales ratio remained the same. The ratio between overseas and domestic market is at the ratio of 61:39, the sales ratio in Thailand is equivalent to 39%, while China occupies a large market share of 40%, including other markets on which the Company focuses i.e. Cambodia, Laos, Myanmar, Vietnam, or even European countries. The most recent country to which the Company exported the products for sales is Estonia, an eastern European country, in order to be in line with the goal set by the Company which is Global Snack Brand. Meanwhile, the sales volume in China has the potential to grow continually. From 2016 sales volume of THB 1,761 million, the 2017 sales volume increased by 20% to THB 2,100 million. Therefore, this year, the Company aims to focus at the markets in China and in the US. With respect to marketing activity which the Company engages in China, by regarding the sales volume in China, it is remarkable that the sales volume has increased continually from approx. THB 800 million to THB 1,700 million and THB 2,100 million. The Company was of the view that in the following years, the volume should increase dramatically. Therefore, one of the marketing activities which is to take place is having SBFIVE as Brand Ambassador. SBFIVE is a boyband having a Chinese fanbase, indicating that the Company invests in marketing in China. Afterwards, the Chairman gave the shareholders an opportunity to raise questions. Mrs. Patchanee Harnpramukkul, a shareholder, asked for the reason why the Company’s profit decreased despite an increase in sales volume of 12% in domestic market and 20% in China.

18 Notice of 2019 Annual General Meeting of Shareholders Mr. Jirapong Suntipiromkul, explained that the one of the factors causing the decrease of the Company’s profit was the cost of main material of the Company, which is seaweed. In 2016 and 2017, the cost of seaweed continually escalated. In 2016, the main cause was global warming, which caused a decrease in production of seaweed, and in the same year, the cost rose dramatically to 15 – 20%. Meanwhile in 2017, the Company expected that the cost should not go up any further. However, the produce from China went down, and, as having informed earlier, the three countries which plant seaweed to be made as ingredients in snacks or food called Nori Seaweed are China, Japan and Korea: the produce from China is approx. 40 million leaves per year on the average; the produce from Japan is approx. 80 million; and that from Korea is approx. 140 million leaves per year. In 2017, there was an experiment in new species of seaweed in order to increase the produce; however, the experiment failed and lost the produce by 30 – 40% within the year. The result was that the cost, instead of remaining the same or going down, went up. Therefore, it is the case where the Company was affected by seaweed in 2016 to some extent, and further in 2017, and as the main material of the Company, it subsequently affected the gross profit of the Company. The second factor is the factory which has been opened recently at Rojana Industrial Park. As having informed earlier, the invested sum which the Company derived from listing in the Stock Exchange in the construction of a new factory, the Company intended that the new factory operates with automatic machine as practicable. In addition, the types of seaweed in which the Company is specialized in producting is frying and grilling, and the technology for such production was created or developed by the Company, resulting in fixed cost. Meanwhile, however, the utilization rate is not very high, which results in high cost or fixed cost per unit of the products manufactured with the new factory. Therefore, the cause mentioned, in addition to research and development (R&D) which the Company conducted, results in a considerable sum of expenses. Nevertheless, the Exectives of the Company promised a due improvement. With respect to the price, the Company has not adjusted the retail price entirely, which means that the retail price of certain stock keeping units (SKU) was adjusted, which is another factor that caused the operating results of the Company to generate less profits. Nevertheless, the sales volume has tendency to rise. Mr. Itthipat Peeradechapan further explained that the main factor which caused the profit to decrease is the cost that went up. Firstly, it resulted from seaweed as the Company’s main material, which affected the increase in cost approx. by half. Another factor is the increase in sales expenses, because last year, the Company launched a new product which is “My Whey”, a product of a new brand, which is not related to seaweed. It is the brand that requires considerable marketing. In addition, the snack market in Thailand was relatively bad for the previous, and thus it required more expenses in marketing in order to compete with both new and existing competitors. Thirdly, the Company was affected by exchange rate of foreign currencies which had the tendcency to fluctuate considerably during the third and the fourth quarter of the previous year, including the first quarter of this year, which caused the Company a significant profit or loss. Overall, such three main factors caused the cost to rise. However, the Company believed that it will generate more profit than the previous year. One thing that the Company learned from the loss from exchange rate, for the second, third and forth quarter of this year, the effect of such loss should drop and barely affect. With respect to the material which caused the increase in cost, the Company shall improve. In this regard, this year, a team of Executives shall reorganize the products in order to generate more profit from the sales of products. In the part where in the sales is less, the Company’s factory shall improve, for example, the factory at Rojana is now operating with machines to efficiently maximize its full capacity. For the existing factory at Noppawong, the Company plans to bring the machines which prove successful productions to install thereto, which can help reduce the cost of labor for the second, third and fourth quarter. The sales volumes for this year appear to continually rise, and even the first quarter of this year is considered to be an improvement from the previous year, with better operating costs, costs to increase sales volume. Consequently, the situation for the second, third and fourth quarter is likely to improve. Mr. Yuth Worachattarn further explained that soon the operating results for the first quarter will be clarified. In summary, the situation is caused by the cost of material, which is out of the Company’s control as the material fluctuates in accordance with the demand and supply of global market which cannot be controlled. The second cause is a result of the marketing of new products. With respect to the factory, the

Taokaenoi Food & Marketing Public Company Limited 19 shareholders are aksed to understand that the investment is in the interests of expansion of sales volume in the future in order to generate more revenue. Mr. Panuwat Weschayanwiwat, a shareholder, asked: while the market in China occupies most of the market share, and with respect to revenue generating, it should grow in this year, but if comparing the number for the year 2015 to that for the year 2016 which grew by almost 100% in terms of revenue, but decreased during the year 2016 to 2017 from 100% to 20%, so the shareholder would like to ask for the reason of the drastic increase of the revenue. The shareholder understood that there are three channels: export, import and distribution, and which of the three was the main factor. The shareholder further asked how the Company shall fix the issues of the previous year, and how the Company shall reorganaize its marketing in terms of the decrease in business growth. Mr. Yuth Worachattarn informed that, in fact, the overall sales volume increased. Mr. Itthipat Peeradechapan further explained that the Company attempts to expands its business to overseas, thanks to the goal of being a global snack brand. China is the main goal of the business growth. But the reason why the growth decreased from 100% to 20% is due to the fact that, for the previous year, the Company’s base in China is relatively low, with channels of distribution of less than 5% of the total distribution. But, currently, the Company expands the channels of distribution to almost 30% of the total distribution, which caused difficulties in the growth of the existing percentage from 100% to more than 100%. Currently, however, the Company may face issues in finding distributors who focus on product distributions as the channels shall be repeated. In this regard, as China may not do the marketing which covers the total of 100%, the Company shall seek more channels of product distribution. That is to say, the Company shall find a partner who has more channels of distribution other than the existing ones, in addition to engage in branding. Because, as the Company increase the channels of product distribution, without branding, certain remote areas will not know the products of the Company. This may be more difficult in long term and the trading may take place only once. The Company, therefore, needs to invest in branding in the interests of sustainability, market expansion and continual business growth. Mr. Yuth Worachattarn further explained that, six years ago, the Company engaged in trading with China at the value of only THB 200 – 300 million. With respect to the growth rate, it is deemed a fast growth. In this regard, as the base became larger, the percentage dropped. There are factors which shall accommodate in the interests of the sustainability of the Company. In normal circumstances, the Company shall analyze at all times which of the channels will benefit the most the resource of the Company. Mr. Chukiat Harnpramukkul, a shareholder, asked about what the Company mentioned regarding the loss as a result of exchange rate from the third quarter of the previous year to the first quarter of this year. The shareholder deemed that the loss should not continue for three consecutive quarters and that there should be some improvement. The shareholder further asked what and what the difference between the registered capital of USD 3.1 and capital including investment of USD 2 million is. With respect to the operating results of the Company, the shareholder asked when the sum invested shall generate profits and why the Company needed NCP Trading and Supply Co., Ltd. in order to produce seasonings for the Company. Mr. Jirapong Suntipiromkul explained that the profit and loss as a result of the exchange rate should be clarified that: during the beginning of 2017, as a result of the election the new president of the US, Thai Baht depreciated. When Thai Baht depreciated, one of the effects on the Company was the price of seaweed which was purchased in US Dollar. The exchange rate was one of the matters to which the Company should apply risk management. Therefore, the Company shall book a forward contract of sales or purchase of foreign currenceies which had to be carried out at the beginning of the year. That was because the procurement of seaweed was carried out in the manner of yearly contract, starting in February or March, in which the contract was executed. Therefore, when the contract was executed, the Company was well aware, throughout the year, of how much the Company shall purchase the seaweed. The Company thus undertook the execution of the forward contract. However, afterwards, the ongoing world events, especially in the US which caused

20 Notice of 2019 Annual General Meeting of Shareholders fluctutation to the currencies, resulted in appreciation of Thai Baht during the year-end. The entering into of the forward contract of sales or purchase of foreign currencies during the beginning of the year was in order to prevent the risk and to let the Company know the actual cost in Thai Baht. That incurred the loss as a result of the exchange rate. At the same time, as the Company entered into the contract in the first quarter of each year, the price of seaweed was equivalent to US Dollar before the fluctuation. The Company shall be subject to the price after the fluctuation in April. Consequently, that was one of the factors which influenced the profit and loss of the exchange rate which might improve from the second quarter onwards. The fact that the Company owns a Foreign Currency Deposit (FCD) might be one of the alternatives to handle the exchange rate issue. With respect to NCP Trading and Supply Co., Ltd., which is a company creating recipes, was a success of the Company, that is to say, the technology of mixing seasonings. Consequently, a new company was thus incorporated as a subsidiary which shall produce such seasonings for Tao Kae Noi, as well as conduct R&D on various matters. Mr. Chukiat Harnpramukkul, a shareholder, asked, with respect to the registered capital in the US of 31,000 shares, at the price of USD 100 per share, why the Company bargained and purchased at the price of USD 65 per share and why the sum of investment was merely THB 2 million. Mr. Yuth Worachattarn explained that because the Company had only started the business operations for two years but at a loss as a result of the existing shareholders not being able to sell or produce certain products to the customers. That was the reason why the products must be sold at a lower price, in addition to the fact that the Company conducted a marketing research in the US to some extent. The produce of the Company in the US should do well, hence the investment in this part. Mr. Itthipat Peeradechapan further explained that the investment requires consideration on reasons. Small companies hold strategic importances. Because the recipes are confidential, they should not be included in the same procedure, and the Company is able to control this as it holds 100% of the shares. With respect to the investment in the US, it is an opportunity, as it is situated in the west, not an investment of high expenses but able to create a sales base in the west. Mr. Itthipat would like to state that every investment requires a due consideration by the Company. Mr. Chaiyong Ratanacharoensiri further explained that, regarding the profit and loss as a result of the exchange rate, the Company has a policy on the sales of seaweed and no policy to invest in the exchange rate. Therefore, the Company attempted to determine the clear number of the cost of the seaweed which the Company imports. However, there are unpredictable factors which are out of control of the Company, hence the attempt to determine the cost and the sales prices. No shareholders made any further comments or raised any further questions regarding the business operation in 2017. As this agenda item was for shareholders’ acknowledgment, voting was not required. Agenda item 3: To consider and approve the financial statements for the year ending 31 December 2017 Khun Wanee Thasanamontien, Chairman of the Audit Committee, to comply with Section 112 of the Public Company Limited Act B.E. 2535 (as amended) and Article 40 of the Company’s Articles of Association, the Company prepared the financial statement for the year ending December 31, 2017 which was audit by the Company’s auditor EY Office Limited, and reviewed by the Audit committee and Board of the Director. Mr. Jirapong Suntipiromkul, Chief Financial Officer, is asked to explain and summarize the details contained in the financial statements before the shareholders. Mr. Jirapong Suntipiromkul, Chief Financial Officer, explained the Company’s financial statements of the year 2017 as of 31 December 2017 to the Meeting as follows:

Taokaenoi Food & Marketing Public Company Limited 21 For the Profit and Loss Statements, the Company had the sales volume and profit, that is, a revenue derived from the sales of THB 5,263 million, with the gross profit equivalent to 32.2%, sales expenses equivalent to 12.3 and 4.1 respectively. The Company generated profit from Operating Margin by 15%, or equivalent to THB 788.3 million. The Company generated other revenues, without regard to the finance expenses including tax, having the net profit of THB 608.4 million, or equivalent to 11%, and if compared to that for the year 2016, the Company generated the profit by 16.6%. What caused a decrease in the Company’s profit was the cost of material. According to the Balance Sheet, the Company had current asset of THB 2,071.2 million and non-current asset which had increased to THB 1,250.9 million. The main cause was the cost of the construction of the factory at Rojana Industrial Park. With respect to liabilities, the Company had current liabilities at THB 1,117.6 million, an increase of approx. 30% from the previous year. As the price of seaweed rose, the executive found a way to tackle the issue, including an advance payment for the seaweed in the interest of discount, which included, for example, instead of storing the seaweed with the suppliers and delivering in succession, the suppliers may store the seaweed at the Company in order to prevent the short of material on certain level, causing an increase in current liability. The shareholders’ equity was THB 2,176 million, or equivalent to 65%. With respect to the financial ratio, the details are set out in page 6 – 7 of the Annual Report. The important financial ratio is a matter of average collection period and repayment, of which duration was set at 39 days and 33 days respectively for the year 2017. It can be remarked that A/P Payment Period (the number of days of repayment to the creditor) decreased from that for the year 2016, partly because the Company had negotiated with the creditor of seaweed and agreed on a discount for the Company, which was the better price than that of the competitors. The condition of such discount was a shorter duration of repayment, of which details of the financial ratio are set out in page 7 of the Annual Report which had been delivered to the shareholders. The Chairman then gave the shareholders an opportunity to raise questions. Mr. Sombat Horpiancharoen, a shareholder, asked, with respect to the profit of THB 961.6 million or 788.3 million which was informed with respect to the increase in cost of seaweed, the Company had reported that the cost of seaweed in the first and second quarter of this year is still rising, if the tendency of profit for the year 2018 shall improve. With the cost remaining high, the shareholder asked how the Company shall manage. While the cost which increased shall affect the profit for the year 2018, the shareholder commented that, if the Company insures for the risks, the burden of loss shall decrease. If the Company had covered since the previous year, the loss might not have incurred so much this year. The shareholder also would like to ask that, regarding the fact that the Company focuses mainly on the market in China and in the US, however, the snack business in ASEAN region is also growing, the shareholder asked if there was likelihood that the Company shall expand the market thereto, what opinion that the Company had on ASEAN. As the tax for AEC is at 0%, if the Company penetrated the market, the Company should be able to expand its business. Mr. Yuth Worachattarn delegated Mr. Jirapong Suntipiromkul to answer the question on the Financial Statements before the questions regarding other matter which shall be answered at the end of the Meeting. Mr. Jirapong Suntipiromkul explained that, with respect to the exchange rate, the currency which the Company received from sales are both Thai Baht, US Dollar and Chinese Yuan. Therefore, regarding the sales volume from China of THB 40 million, plus the sales volume in Thailand of 39%, the rest is in US Dollar. The cost of product is seaweed which the Company purchased in US Dollar. Therefore, when purchasing in US Dollar and reselling, the Company manages the risk which is the currencies which fluctuate to certain extent, but still unpredictable that the currency would appreciate

22 Notice of 2019 Annual General Meeting of Shareholders during the year-end. The situation of the previous year was a lesson for the Company, that is to say, the Company considered in two ways: in the main currency which was Thai Baht and in the exchange rate. The Company was of the view that if the expenses were determined in Thai Baht, financial management of the Company should be better handled. For the exchange rate, Mr. Chaiyong had informed that the Company may not accurately predict, the Company may only relieve the burden of risk which may be positive or negative. Mr. Itthipat Peeradechapan further explained that, with respect to the exchange rate, it is certain that the Company shall be less affected in the second, third or fourth quarter of this year, as the Company had negotiated with the suppliers. The suppliers sold raw seaweed by agreeing that, if the currency rate depreciates to below 30.5%, the suppliers shall adjust the price, and if US Dollar goes up to 34, the Company shall not adjust the price. That is to say, should the currencies fluctuate, the suppliers shall assist in adjusting the price of seaweed to be in line with the fluctuation rate of the currencies. Currently, the suppliers from which the Company purchase the material has well cooperated. Since the Company has a relatively considerable purchasing power, such means will help reduce the effect of the currencies. Mr. Yuth Worachattarn further explained that the Company shall manage to operate at as least loss as practicable and shall operate with joint knowledge and experience.. Mr. Somjane Suksripanich, a shareholder, further inquired that, in the fourth quarter, THB 200 million was an expense with respect to My Whey, the shareholder would like an additional detail on My Whey and, in the future, how long My Whey shall be a burden of the Company. Mr. Jirapong Suntipiromkul explained that the import and export, payment collection and payment order did not match. The export condition of the Company is mainly Cash on Delivery (COD). But at the same time, the condition of the Company’s payment for the seaweed is the duration of approx. 30 days. Within this 30 days, the Company shall issue a Trust Receipt with the bank, then the bank shall grant credit for 30 more days, totaling of 60 days. While China occupies of more than 40%, Thailand 39%, there would be 20% left which was not entirely in US Dollar. For the countries of ASEAN group such as Singapore, Malaysia and Indonesia, the three countries shall trade in Singaporean Dollar, and the rest shall do in US Dollar. Mr. Yuth Worachattarn further explained that the Company shall manage to operate at as least loss as practicable and shall operate with joint knowledge and experience. Mr. Somjane Suksripanich, a shareholder, further inquired that, in the fourth quarter, THB 200 million was an expense with respect to My Whey, the shareholder would like an additional detail on My Whey and, in the future, how long My Whey shall be a burden of the Company. Mr. Itthipat Peeradechapan explained that, with respect to My Whey, if looking at the overall of the previous year, the sales volume was THB 60 million per the investment of THB 30 million. The Company started the sales of My Whey from the third quarter, starting by the end of the second quarter. The sum of the expenses shall affect the third and fourth quarter, and such increase did not mainly cause by My Whey; it was rather a domestic competition and the promotion or expansion of customer base within the country and overseas, especially in Thailand. During the third and fourth quarter, the market was not well. Initially, the Company rejected the promotion of sales or advertising in department stores. The Company is considered one of the leaders of the snack market. If the Company did not cooperate with the accounting department, in the future, such department may support the Company’s competitors. It is thus necessary that the Company support its account in the third and fourth quarters, increasing the market share of the Company. Looking back to the first quarter of the previous year, the Company had the market share of approx. 60 – 65%, but in the fourth

Taokaenoi Food & Marketing Public Company Limited 23 quarter, the Company had the market share of 70 – 72%, which was an opportunity for the Company to win back the market share in the long term. Mr. Wasan Phongphuttamon, a shareholder, inquired about the details on the loss as a result of the exchange rate, because the number increased, it is deemed significant and should be reviewed. Mr. Yuth Worachattarn explained that, each year, the exchange rate fluctuates differently. The fact that loss is not incurred in the year does not ensure that it will not be in the next. With respect to the means of handling the issue, the Company shall manage at its best capacity to minimize the risks. Mr. Wasan Phongphuttamon, a shareholder, further inquired that, last year the matter had been brought up, and the Executives explained that the sum which was traded overseas was deposited in such currency. In addition, the Company did the transactions in the foreign currencies at close amount, therefore did not affect the exchange rate. The shareholder would like to know how the Company shall prevent the risks so that it is able to ensure the investors. Mr. Yuth Worachattarn explained that it was predicted that, in the future, this is unlikely to happen. With respect to the means of handling, as having informed, the Company shall seek a way to prevent the risks by supposing that the Company prevented the risks by entering into a sale or purchase forward contract of foreign currencies. With respect to the import-export, the Company shall calculate a close amount. Mr. Wasan Phongphuttamon, a shareholder, further asked for an explanation on the reason why trade account receivable and account receivable in the Financial Statements for the year 2017 was THB 633 million, an increase from that of the year 2016 of THB 490 million. In addition, the shareholder asked how many days there are for a collection period of the Company on the average. Mr. Chaiyong Ratanacharoensiri explained that trade account receivable increased, the sales volume increased. In general, if credit remains the same, trade account receivable shall certainly increase. The trade account receivable shall refer to the details whether what is on sales and to whom. If the transaction is in cash, trade account receivable is unlikely to increase. But if it is sold to the persons with credits, as the sales increased, trade account receivable shall subsequently increase. Mr. Jirapong Suntipiromkul further explained that the collection of trade receivable corresponds to the sales volume, as having informed that in the third and fourth quarters during the year-end was the period when the sales volume of the Company was high, both within the country and overseas. Therefore, the domestic sales volume for December was a “new high” for the year 2017. Meanwhile, with respect to the sales volume in China which was sent during the last week of the year in normal cases, the payment condition of the Company is COD; however, it appeared that the account closed earlier, so the collection was made during the beginning of the following year. The trade account payable was consequently deemed to increase by 70 – 80%. In certain cases, trade account receivable and inventory may increase during the closing of the financial statements. Mr. Wasan Phongphuttamon, a shareholder, further asked why the number of inventory was high. Mr. Jirapong Suntipiromkul further explained that the said inventory was mainly the material, i.e. seaweed. Other than the concern about the price, last year, the Company also had a concern over the quantity of the seaweed. The fact that the Company had agreed on the price, the Company was also desirous of a sufficient quantity for the sales during the third and fourth quarter which the Company. The amount of seaweed which the Company needed to acquire was, therefore, relatively high, and which included the packages but in a form of readymade. If “innovate day” of readymade goods is calculated, the Company was under the condition merely for 7 – 8 days, as the Company

24 Notice of 2019 Annual General Meeting of Shareholders stored material inventory only for the domestic market. Mr. Yuth Worachattarn explained that, during such period, there were news about nuclear war going on between North Korea and the US, so it was necessary for us to import the material and store as inventory. Mr. Wasan Phongphuttamon, a shareholder, further inquired about the risk, if the inventory shall deteriorate and if it will be able to put on sale, and, on the average, how the Company collects from the trade account receivable. Mr. Yuth Worachattarn explained that for the material being stored for an extended period, the Company will have to make sure that it will not depreciate. Whether the number of inventory is high or low, the price is one of the factors. As Mr. Jirapong had clarified, when the material is imported during the year-end, the volume is high compared to that for the previous year where there was not such transaction. With respect to the trade account receivable, the Company shall collect for a normal period, which is 30 days. Mr. Wasan Phongphuttamon, a shareholder, further asked, with respect to the trade account receivable, how the average collection of the Company is. Mr. Arthorn Jiamdenngam, a proxy of Mr. Wiwat Kusakul, a shareholder, asked about the business profit which apparently decreased, one factor was due to the exchange rate, the other interesting factor was the sales cost which was equivalent to 68.4%, an increase of 3.5% from 64 – 65% for the previous year; the proxy would like to know the cause of such increase. Mr. Yuth Worachattarn explained the reasons, which are: (1) the cost of the seaweed which increased by 20%; (2) the expenses from the market in Japan which increased in order to compete with the competitors in the market; (3) currency; and (4) the investment in initial marketing. Mr. Arthorn Jiamdenngam, a proxy of Mr. Wiwat Kusakul, a shareholder, further asked what caused a considerable increase in sales expenses when compared to the existing ratio. Mr. Itthipat Peeradechapan explained that it is because, in the previous year, the market, especially the snack one, was not very good. The snack market almost grew at a loss last year; and the other reason is that the Company would like to maintain a good relationship with its customers. As the Company is one of the snack businesses, the Company shall place importance on the customers, and this resulted in more expenses in advertising, sales promotion, activity organization in order to stimulate the market. Mr. Arthorn Jiamdenngam, a proxy of Mr. Wiwat Kusakul, a shareholder, further asked, with reference to the Financial Statements, investment in subsidiaries set out in Note 13 states that the Company, which engages in the business of snack in the US of USD 2 million where the business profits of the subsidiaries amounting thereto were at a loss of THB 5.5 million. The proxy asked how much the market share in the US market is, which was bought with goodwill of THB 40 million. Mr. Jirapong Suntipiromkul explained that the Company invested at the value of THB 2.1 million, but the value of properties, buildings and machines was THB 1.8 – 2 million, equivalent to the goodwill of USD 2 – 3 hundred thousand and should not be compared to the paid-up capital for collection of THB 3.1 million. There was no clear number of the market share, the Company only knows that the total market share in the US market for the previous year was USD 150 million. No shareholders made any further comments or raised any further questions. The Chairman, therefore, proposed that the Meeting to consider the matter for approval.

Taokaenoi Food & Marketing Public Company Limited 25 Resolution: The Meeting considered and resolved to approve the financial statements as of December 31, 2017 which was audited and certified by the Auditor and obtain an approval from the Audit Committee including the Board of Directors by an unanimously of shareholders attending casting their votes as follows: Approve 1,126,402,435 votes, equivalent to 100.0000 Percent Disapprove 0 votes, equivalent to 0.0000 Percent Abstention 0 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent Agenda item 4: To Consider and approve the allocation of profits for the year 2017 as the legal reserve and dividend payment. The Chairman clarified for the meeting that in accordance with Section 116 of the Public Limited Company Act B.E. 2535 (as amended) and Article 45 of the Company’s Articles of Association, the Company has to allocate not less than 5% of its annual net profit, after setting-off accumulated losses brought forward (if any), to be a legal reserve until that legal reserve reaches a level equal to not less than 10% of the registered capital. The Company’s capital is Baht 345,000,000 and has legal reserve Baht 34,500,000 equal to 10% of the registered capital, so it is complete as the requirement of the law and the Company shall not have a duty to allocate the profits of legal reserve of year 2017. To comply with Section 115 of the Public Company Limited Act B.E. 2535 (as amended) and Article 44 of the Company’s Articles of Association, the Annual General Meeting of shareholders can allocate legal reserve and dividend payment and the Board of Director can approved the payment of the interim dividend in case of the Company has enough the profit and shall report to the next general meeting of shareholders. The Company has a policy to distribute dividends at the rate of not less than 40% of the net profit as specified on the separate financial statements, after deducting taxes, legal reserve and other reserve (if any). The Company may consider changing the dividend distribution in case of necessity or extraordinary circumstances as it deems appropriate. The result of the operation and the net profit as specified on the separate financial statements on December 31, 2017, the Company has the net profit amount of Baht 578,909,620. Thus, the Company deemed it appropriate to propose that the Meeting consider and approve dividend payment in the total amount of Baht 469,200,000, calculated at the rate of Baht 0.34 per share, or 81 percent of the profit for the year as specified on the separate financial statements as the Company’s dividend payment policy. The Company also paid the interim dividend on September 13, 2017 in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share. The final dividend payment will be made in the total amount of Baht 234,600,000, calculated at the rate of Baht 0.17 per share. Comparing to the dividend payment for the year 2015, the Company has distributed the dividend in the amount of Baht 676,200,000 calculated at the rate of Baht 0.49 per share, or 90 percent of the profit for the year as specified on the separate financial statements. The last dividend distribution for the year ended December 31, 2017 shall be payable to the

26 Notice of 2019 Annual General Meeting of Shareholders shareholders entitled to receive the dividend according to the Company’s Articles of Association and who were listed on the record date on Tuesday, March 13, 2018. The dividend payment will be made on Friday, May 4, 2018. The Chairman gave the Meeting an opportunity to raise additional questions. No shareholders raised any questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders 2018. Resolution: The Meeting considered and then resolved to approve the allocation of the net profits for 2017 as legal reserve and dividend payments for the period ending December 31, 2017, by the majority of shareholders attending the Meeting and casting their votes, as follows: Approve 1,126,402,435 votes, equivalent to 100.0000 Percent Disapprove 0 votes, equivalent to 0.0000 Percent Abstention 0 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent Agenda item 5: To consider and elect the directors in replacement of those who are due to retire by rotation Mr.Chaiyong Ratanacharoensiri, Chairman of the Nomination and Remuneration Committee informed the meeting that in compliance with Sections 71 of the Public Limited Companies Act B.E. 2535 (as amended) and Article 15 of the Company’s Articles of Association, one-third of the directors must retire from office by rotation at the Annual General Meeting of Shareholders and the Directors who will retire in the first year and second year will be done by draw lots. For the other subsequent year, the Director who held the longest period position will be the retired person. The retired Director by a rotation may be able to reappoint to be a director At the 2018 Annual General Meeting of Shareholders, the three Directors who were due to retire by rotation in this Meeting are as follows: Name Position 1. Mr. Itthipat Peeradechapan Director/ Chief Executive Officer 2. Mr. Nutchatpong Peeradechapan Director/ Managing Director 3. Mrs. Wanee Thasanamontien Independent Director/ Chairman of Audit Committee/Member of Nomination and Remuneration Committee Furthermore, the Company provides the opportunity to the shareholders to be the candidate as a director in advance between from October 4, 2017 to December 30, 2017, however, no one applied in this meeting. These three retiring directors have full qualifications according to the Company’s policy which are in accordance with and equivalent to regulations under the Public Limited Companies Act B.E. 2535 (as amended) and of the Securities Exchange Commissions and the Stock Exchange of Thailand. They are knowledgeable, competent, experienced, and skillful. They have leadership, vision, morality, ethics, and they have a good attitude towards the Company. They also are available to perform their duties as directors of the Company. These three retiring Directors have no directorship or management positions in other organizations with conflicts of interest with the Company. Taokaenoi Food & Marketing Public Company Limited 27 The profiles and expertise of the nominated candidates, directorship duration, attendance at meetings of the Board and sub-committees during the last year, numbers of shares held in the Company, positions as Directors or executives in other companies, as well as the relationships of the proposed candidates, were provided together with the meeting invitation. The Chairman gave the Meeting an opportunity to make comments or raise questions. No shareholders made any comments or raised any questions. The Chairman, therefore, proposed that the Meeting consider and re-appoint the directors who were due to retire by rotation, by voting individually. These three retiring Directors have no directorship or management positions in other organizations with conflicts of interest with the Company. The profiles and expertise of the nominated candidates, directorship duration, attendance at meetings of the Board and subcommittees during the last year, numbers of shares held in the Company, positions as Directors or executives in other companies, as well as the relationships of the proposed candidates, are provided here in Attachment No. 3. The Chairman gave the Meeting an opportunity to raise additional questions. No shareholders made any comments or raised any questions. The Chairman, therefore, proposed that the Meeting to consider the matter for approval. Resolution: The Meeting considered and resolved to approve the appointment of Mr. Itthipat Peeradechapan, Mr.Nutchatpong Peeradechapan, and Mrs. Wanee Thasanamontien who were due to retire by rotation, for another term, by a majority vote of the shareholders attending the Meeting and casting their votes, as follows: 1. Mr. Itthipat Peeradechapan Approve 1,091,403,949 votes, equivalent to 96.8976 Percent Disapprove 34,942,886 votes, equivalent to 3.1023 Percent Abstention 60,800 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent 2. Mr .Nutchatpong Peeradechapan Approve 1,091,402,749 votes, equivalent to 96.9036 Percent Disapprove 34,932,885 votes, equivalent to 3.0963 Percent Abstention 132,001 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent 3. Mrs. Wanee Thasanamontien Approve 1,091,402,749 votes, equivalent to 96.8985 Percent Disapprove 34,932,885 votes, equivalent to 3.1014 Percent Abstention 72,001 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent

28 Notice of 2019 Annual General Meeting of Shareholders Agenda item 6: To consider and approve the remuneration of Directors for the year 2018 Mr. Chaiyong Ratanacharoensiri, the Chairman of the Nomination and Remuneration Committee, informed the Meeting that according to article 90 of the Public Limited Company Act B.E. 2535 (as amended) thereof, prohibit the payment or any asset to the Director unless remuneration from the Company and under article 16 of the Company’s Articles of Association, the Directors shall be entitled to remuneration from the Company in the form of awards, meeting allowances, retirement pensions, bonuses or other benefits in other forms as approved by a General Meeting of Shareholders. The remuneration for Directors might be determined as a fixed figure or as a regulation for further fixing, and it might be determined to be effective for a period of time or up until any change is made. In addition, the Directors shall be entitled to allowances and benefits according to the Company’s regulations. The remuneration of Directors in the 2018 Annual General Meeting of Shareholders, the Nomination and Remuneration Committee considered and agreed the remuneration of Directors as proper to the duty and responsibility of Board of Directors and Subcommittee which the remuneration of Directors has compared to the same size of another industry. Thus, the Nomination and Remuneration Committee deemed it appropriate to propose that the 2018 Annual General Meeting of Shareholders for consider and approve the remuneration of Directors for the year 2018, the details as follows; 1. Director The Directors shall receive the remuneration not exceed than Baht 2,400,000 per year as follows;

The monthly remuneration 2018 increase/ (offered 2017 (Baht/month/person) year) decrease 1. The Chairman 60,000 60,000 - 2. Independent Director 30,000 30,000 - 3. Director 80,000 80,000 - The Company agreed to pay the bonus for the year 2017 to the Directors not exceed than Baht 250,000 per year which shall be distributed among Directors by the Board as it deem appropriate. The comparison of the bonus from the director performance from 2016 in the amount of not exceed Baht 400,000 per year (decrease Baht 150,000). 2. Audit Committee The Audit Committee shall receive the remuneration not exceed than Baht 420,000 per year as follows;

The monthly remuneration 2018 increase/ (offered 2017 (Baht/month/person) year) decrease 1. Chairman of Audit Committee 15,000 10,000 5,000 2. Audit Committee 10,000 5,000 5,000

Taokaenoi Food & Marketing Public Company Limited 29 3. The Nomination and Remuneration Committee The Nomination and Remuneration Committee shall receive attendance fee per time as follows;

The attendance fee 2018 increase/ (offered 2017 (Baht/month/person) year) decrease 1. Chairman of Nomination and Remuneration Committee 10,000 10,000 - 2. Nomination and Remuneration Committee 8,000 8,000 -

Remark: The director who is the employee of the Company shall not receive the above remuneration as he already received the salary and bonus. The Board deemed it appropriate that the remuneration of the Directors and the sub-committee members shall be subject to the approval of the 2018 Annual General Meeting of Shareholders and approve the bonus to the Directors as aforementioned. The Chairman gave the Meeting an opportunity to raise additional questions. Mr. Prasit Suesattayasilp, a shareholder, inquired on the increase of the fee of the Audit Committee. Mr. Yuth Worachattarn explained that, as the Nomination and Remuneration Committee remarked that the major shareholders were of the view that the remuneration of the Board of Directors should be increased, the Board of Directors in general also was of the view that, as for the previous year, the Audit Committee did a lot of work, the fee should be slightly rounded up accordingly. No shareholders raised any further questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders 2018. Resolution: The Meeting resolved to approve the directors’ remuneration and meeting allowance for the year 2017, by a vote of not less than two-thirds of the shareholders attending the Meeting, as follows: Approve 1,126,405,935 votes, equivalent to 99.9998 Percent Disapprove 500 votes, equivalent to 0.0000 Percent Abstention 1,200 votes, equivalent to 0.0001 Percent Void Ballot 0 votes, equivalent to 0.0000 Percent Agenda item 7: To consider and approve the appointment of the auditors and fixing the audit remuneration for the year 2018 Khun Wanee Thasanamontien, the Chairman of the Audit Committee, informed the Meeting that according to article 120 of the Public Limited Company Act B.E. 2535 (as amend) thereof and article 42 of Company’s Articles of Association, The Annual General Meeting of Shareholders shall appoint the annual financial Auditors and remuneration of the financial Auditors.

30 Notice of 2019 Annual General Meeting of Shareholders The Audit Committee considered last year’s performance of the Auditor and agreed to appoint EY Office Limited to be the auditing firm of Company and its subsidiaries, which is an independent auditing firm with high professional standards with expertise in auditing and good performance. In addition, the audit fee proposed by EY Office Limited was considered reasonable, compared to audit fees for similar quantities of work charged at the same professional level. The Board of Directors, on the recommendation of the Audit Committee, had appointed EY Office Limited to be the auditing firm of the Company for the accounting year ending on December 31, 2018 and proposed that the 2018 Annual General Meeting of shareholders consider and approve the appointment of the auditors and audit fee as follows: 1) The appointment of the auditors of the Company for the year 2018 as follows: Ms. Vissuta Jariyathanakorn (Certified Public Accountant No. 3853) or Ms. Sumalee Rewarabundit (Certified Public Accountant No. 3970) or Mrs. Poonnard Paocharoen (Certified Public Accountant No. 5238) The above auditors from EY office Limited are qualified in accordance with the guidelines of the Securities and Exchange Committee and the auditor firm does not have any conflict of interest with the Company/ subsidiary / Executive/ major Shareholders or related person effecting to the Company. The information on the nominated auditors is as shown in Attachment No. 4. 2) The approval of auditor fee for the year 2018 and the interim audit by quarter of both separated financial statement and the consolidated financial statement is in the total amount Baht 2,020,000 increasing from the previous year Baht 230,000 baht or 12.8 percent as result from the increasing the responsibility on reviewed annual report of Taokaenoi USA Inc. The fee excluded non- audit services, such as travelling fee, document etc. 3) The acknowledgement of the audit fee for the year 2018 of subsidiaries of the Company is in the total amount of Baht 1,070,000 increasing from previous year by Baht 120,000 or 12.6 percent as result from the increasing the responsibility on audit excluding non-audit services as transportation fee, document etc. 2018 Audit fee increase/ (Baht) (offered 2017 decreas year) 1. Taokaenoi Food & Marketing PLC. 2,020,000 1,790,000 230,000 2. Subsidiaries Company* 1,070,000 950,000 120,000 Total 3,090,000 2,740,000 350,000 *The Subsidiaries are Taokaenoi Restaurant and franchise Co., Ltd. / NCP Trading and Supply Co., Ltd. / Taokaenoi Care Co., Ltd. The Board of Directors deemed it appropriate to propose that the 2018 Annual General Meeting of Shareholders to consider the auditors of EY Office Limited to be the Company Auditors until December 31, 2018, as follows:

Taokaenoi Food & Marketing Public Company Limited 31 1. Ms. Vissuta Jariyathanakorn (Certified Public Accountant No. 3853) or 2. Ms. Sumalee Rewarabundit (Certified Public Accountant No. 3970) orอ 3. Mrs. Poonnard Paocharoen (Certified Public Accountant No. 5238) The Chairman gave the Meeting an opportunity to raise additional questions. Mr. Chootana Tiyaphum, a shareholder, asked about the increase in the expenses determined for the audit fee by 10%. As the workload should not increase as much and the increase in the expenses of such matters did not seem to be considerable, there was, however, a significance in terms of consideration of the business operation of the Company regarding the necessity of expenses. Mrs. Wanee Thasanamontien explained that, with respect to the audit fee which increased from that for the previous year by 12% in 2018, the factory at Rojana Industrial Park shall start to generate more revenue. The factory received the right and privilege on taxation from Board of Investment (BOI), that is to say, the factory is exempted from corporate income tax derived from export. The accounting of financial statements shall be separated into two, which are the exempted statement and the non- exempted. Furthermore, stock management and control shall be performed separately, thus resulting in more workload. Another factor is that, in normal cases, the audit fee usually increases every year as the cost of employees increase in accordance with the increase of salary. The salary of the employers of the audit office shall adjust the salary rate, and, therefore, the remuneration shall increase every year. But for this year, the workload also increased when compared to that of the same industry, it is thus appropriate. Mr. Yuth Worachattarn explained that, in general, the fee increases yearly, except the case in question where the transaction decreased or posing no reasons to increase, that is when the increase of the fee can be negotiated, which is done every year. However, for the previous year, the sales volume increased, thus resulting in more transactions to be audited. In addition, the Board of Directors was of the view that the amount was not significant, and consequently deemed it reasonable. Mrs. Wanee Thasanamontien informed that the audit fee of the subsidiaries for the following year shall be THB 1,070,000. No shareholders raised any further questions. The Chairman, therefore, proposed that the Meeting consider and adopt the Minutes of the Annual General Meeting of Shareholders 2018. Resolution: The Meeting resolved to approve the appointment of the auditor and the fixing of the auditor’s remuneration for the year 2018 as proposed in all respects by a majority vote of the shareholders attending the Meeting and casting their votes, as follows: Approve 1,126,404,935 votes, equivalent to 99.9998 Percent Disapprove 1,500 votes, equivalent to 0.0001 Percent Abstention 1,200 votes, equivalent to - Percent Void Ballot 0 votes, equivalent to 0.0000 Percent Agenda item 8: Other matters. (If any) In accordance with Good Corporate Governance, all shareholders were invited to propose the meeting agenda and the nominees to be considered for election as the Company’s Directors at the 2018 Annual General Meeting of Shareholders from October 4, 2017 to December 30, 2017. In this

32 Notice of 2019 Annual General Meeting of Shareholders regard, the Company published such criteria on the Company’s website www.taokaenoi.co.th and also announced the news through the website of the Stock Exchange of Thailand. Nonetheless, no shareholder proposed any agenda item. In addition, the date to record the names of shareholders entitled to attend the 2018 Annual General Meeting of Shareholders and entitled to dividend (Record Date) was scheduled on 13 March 2018 (however, the right to receive such dividend was subject to change as pending approval of the meeting of shareholders). In this regard, the Chairman gave the shareholders an opportunity to raise questions. Mr. Sombat Horpiancharoen, a shareholder, asked, with respect to the investment in the US last year, if the product distribution is aimed at any state in particular, what the target audience is, whether it is Asian, American, Mexican, or the health oriented. Mr. Itthipat Peeradechapan explained that, with respect to the market of the Company in the US, the market can be divided into two. Currently, the market to which the Company had the export volume of no less than THB 100 million is simply called Oriental Market, i.e. an Asian market. In the US, a lot of groceries sell Asian imported goods, such as Chinese markets, Vietnamese markets, Philippine markets and Thai markets. The sales volume of exported goods is usually derived from this group, which the Company sees the potential of growth, only requiring more diffusion. The company which shall help penetrate the Oriental Market is Taokaenoi USA Inc. which the Company had recently incorporated and from which the Company purchased a factory in the US. The company shall help with deeper marketing in other states. Currently, the sales are mainly in California and in New York. The other market is the Mainstream Marketing, which is the market of the white people through the stores such as Walmart, Walgreens or Whole Foods Market of thousand branches in the US. Branding shall be conducted in these markets in the interests of diffusion and branding for this particular audience, which may not be Tao Kae Noi brand. Currently, the brand title is decided and the operation is underway in respect of the product, which is expected to complete within this year-end. The Company started to do marketing on this group, by starting with small stores in one channel since there are thousand of brances in these markets. Full production capacity of the factory in a year should be approx. USD 20 million. The capacity is little compared with the market in the US which is large, thus a particular audience should be selected in the interests of market penetration. With respect to the Asian market, currently the Company has been incorporated in Southeast Asia for 8 – 9 years, in Singapore for 10 years. During the initial phase of the Company, the products were exported to Singapore, distributed in the convenient stores such as Convenience, Value, and Service (CVS), Modern Trade, small retailer and groceries. As the Company can penetrate deep in the market of Malaysia and Singapore, the Company should occupy the most market share. In Indonesia and the Philippines, the Company shall attempt more to diffuse the products and seek a partner who can provide more diffusion. It is understood that there is still marketing potential in Indonesia and the Philippines as the export volume to the Philippines is the lowest in Southeast Asia. Later on, the sales volume in Vietnam for the past three years was relatively good, growing in line with the economic condition. Consumption, Modern Trade, CVS in Vietnam also grew; a number of Thai companies made investment in Vietnam. It is expected that Modern Trade in Vietnam should grow significantly in the next ten years and the products under Modern Trade shall grow accordingly. Mr. Sombat Horpiancharoen, a shareholder, further asked whether the products which may be not under the brand of Tao Kae Noi in the US shall penetrate the health-oriented market or not, while such market in the US may have a preference for salty or oily taste. Mr. Itthipat Peeradechapan explained that, with respect to the market in the US, the snack

Taokaenoi Food & Marketing Public Company Limited 33 market is divided into three categories: (1) “fun for you” is snack which people consume for its taste such as chips and molded snacks. The value of this market category is the highest because it is a large market which spreads throughout the US; (2) “good for you” is a healthier snack, i.e. with mixture of grains; and (3) “better for you” is food for health, less tasty than the rest. The Company was of the view that seaweed can penetrate every market mentioned, depending on with which market the Company shall commence. The Company is planning its strategy, which is difficult to present at the moment as it is under the process of scheming. Mr. Sombat Horpiancharoen , a shareholder, further asked, (1) with respect to the fact that the price of seaweed had before increased by 20%, now decreased to 10% during the year-end, until next year, if there is any possibility that it shall decrease by 20%; (2) while the factory in the US requires a budget for machine improvement, how much is expected for marketing budget as planned by the Executives; and (3) with respect to the joint venture with Japan, what the Company plans to do with the company and how the Company shall cooperate with the party. Mr. Itthipat Peeradechapan explained that, with respect to the cost of seaweed which had increased by 20%, the price decreased to approx. 10% this year. If you asked how it would it be next year, I may have an answer to that as we may never know what the nature shall be. What we know is that we shall prevent the risks, that is to say, at the beginning of this year when the cost got lower, but the demand did not. The fact that the cost decreased was because an increase of produce in China which went up by 100%, giving more supply. Since the real issue was the fact that the price of seaweed which increased by 20% as a result of, in the previous year, China produced the seaweed less by half, which caused short of supply. However, on the contrary, the seaweed was considerably produced, thus when the produce returned to normal, the price dropped. While the consumption of seaweed increases each year, the Company started to plan on storing inventory to the ninth month of the following year in order to prevent fluctuation of the following year. Should the Company have a considerable amount of inventory, the Company shall have leverage in negotiation with the suppliers of material as a strategy of material purchase. With respect to the marketing expenses in the US, the Company expected that there will not be a lot of budget for marketing as the focus shall be rather on the renovation of the factory in order to match the standard of Modern Trade. What the customers within the country, the main customers of the US wanted, in overall, should be an improvement on the operation, additional employment and more sales agencies in order to penetrate more markets. For any marketing expenses, the budget should be intended for festivals. Giving away of specimens should not be significant. Finally, the Company shall engage in joint venture with Japan as the Company has a policy to launch a new product. Seeing that the Company seeks to expand the port of existing channels, the Company aims at a partner in Japan, an expert in snack products made of seafood of which its first- ranked product is squid. The Company was of the view that, through joining with this company, the Company may derive its know-how to establish a joint venture in the city to produce snacks made from seafood. For the product itself, the Company shall further inform as it is not yet launched. It is a product related to seafood. Mr. Panuwat Saeyanwat, a shareholder, proposed that, for this year and the next, the Company consider more the exchange rate. As having been informed, the Company has a bank account in US Dollar. For export and import, the shareholder proposed that the Company pay out of this sum. For the products which were mainly bought from China and Japan, the shareholder asked why the Company did not consider using Yuan in transaction. Mr. Itthipat Peeradechapan explained that the Company purchases more from Korea and not China. But it is true that the Company imports a great deal to China. Currently, the material is mainly in Korea, it is only that China may influence the fluctuation of the prices and changes.

34 Notice of 2019 Annual General Meeting of Shareholders Mr. Prasit Suesattayasilp, a shareholder, asked whether the Company or its Executives plan to purchase the seaweed manufacturer or not. Personally, the shareholder deemed that the Company shall attain the goal of THB ten thousand million as the Company plans to spend on other products like My Whey or on the joint venture with Japan, the shareholder asked of this will help the Company to attain the goal or not. However, personally, the shareholder was worried: while the seaweed is the main ingredient of the Company, the Company was not able to control, the shareholder would like to ask if it would be possible if the Company shall further engage in joint venture with a company which produces seaweed. The Company may not need to have control over entire seaweed which the Company uses, but over the amount sufficiemt for the Company’s factories. Mr. Itthipat Peeradechapan explained that this matter had been considered for advantages and disadvantages, but after due consideration, the Executives and the Board of Directors were of the view that the joint venture would not be worth the investment. However, the Company shall attempt to expand the business or the sources for seaweed as a means of diversification. Mr. Prasit Suesattayasilp a shareholder, asked about the profit rate according to the press interview that, for the first and second quarter of 2018 during which the cost is still high, as well as the overall profit of 2018, whether the Company expected the business to grow more than the previous year or to remain the same. Mr. Yuth Worachattarn explained that, earlier, Mr. Itthipat had explained that the likelihood of the business growth should improve from last year, but the detail shall be disclosed at the next meeting. Now, Mr. Yuth would like to inform that if the sales volume continues to grow and the business expands to other produdcts in the interests of an increase in sales volume, it is likely that, in the future, the net rate shall decrease, but profit per share shall improve due to the growth of sales volume. Each of the goods which the Company shall expand to in the future shall reflect for the part. If you sell new products for the purpose of efficiency, you will not have more expenses but can sell more. But the new products may generate lower gross profit; however, for the sum itself, the profit, this will improve. As the number of shares does not increase, the shares will improve. These matters shall be taken into the consideration of the Company for the sake of shareholders, not to let a case where the expansion causes low profit per share, no increase in capital, no dividend payment, that is not a right administration. Ms. Naree Saelee, a shareholder, asked, with respect to the inventory, according to the consideration of inventory reserve, it appeared that the focus was on containers and packaging, if the said is a normal structure of inventory of the Company or not, and how the Company shall manage this to round down the allocation of inventory reserve. Mr. Itthipat Peeradechapan explained that, regarding the allocation of reserve, the Company does not store any readymade goods; the number of goods turn-over, for readymade goods, is approx. 7 – 8 days, which are stocked for the domestic market, but not for the overseas market; with respect to the material and packaging, especially packaging, due to the fact that the Company engages in snack business, the Company launches the products of various flavors in order to stimulate the market, such as cheese, durian, etc., and so, the management of packaging is also one of the goals that the Executives had set with respect to Minimum Order Quantity (MOQ), which may control the cost when a new product is launched. Therefore, the Company has a policy which defines that, if the packaging is around 12 – 18 months, it can be reused, mainly from what had been ordered. Before, the Company had used labor force to operate the packaging, but now, the Company turns to machine. Therefore, the use of machine means changes which are more convenient than to order from packaging suppliers. The answer for this is, therefore, due to the variety of goods, and due to the ease of monitoring, the Company categorizes slow moving or urging and shall convene every month. Consequently, the reserve

Taokaenoi Food & Marketing Public Company Limited 35 is allocated, but shall be spent only when packaging is destroyed. The Company manages the cost regarding the matter at all times and never neglects this. Mr. Panuwat Weschayanwiwat asked, as the shareholder had the opportunity to listen to “Opportunity Day” of the Company’s Executives from four years ago, the seaweed had fixed portion of 60%, expected to decrease by 10%, the shareholder thus expected some good news by the year- end which might decrease by 15% or 40% of the ratio. But as Mr. Itthipat had informed that the fixed volume went ahead to the ninth month of the following year, the shareholder asked how the change would be. In summary, the price to the ninth month of the following year will decrease by 20%. Mr. Itthipat Peeradechapan explained that, on the average, it might be 10%, purchased to the ninth month of the following year, as recently, since it became known that the price became low, people started to store the goods, causing the price of seaweed to rise during the end of the season. Consequently, the purchase price had risen recently, by 10% on the average, and the price went down by 10%. Mr. Panuwat Weschayanwiwat asked if the fact that the production year-end meant that the first quarter of the following year may reduce by 15% should not be the case anymore, and that the fixed rate is 10% on the average until the ninth month of the following year. Mr. Itthipat Peeradechapan explained that it shall be 10% until the following year. Now, another concern is the products as there is a matter of mixed product. The concern is what kind of product the Company shall focus on selling and the tendency of price adjustment. Probably, there might be a price adjustment in this year. Mr. Panuwat Weschayanwiwat asked, with respect to the sales volume in China, if the Executives deemed it feasible that the growth may be up to 20% at most. Mr. Itthipat Peeradechapan explained that the Company tried it best to push the sales volume in every channel possible. Mr. Itthipat Peeradechapan, as one of the shareholders himself, would like to see the Company grow. For the case of the market in China, the market base is huge and thus it requires more attempt. But if it is deemed that the market in China has high potential, the fact is that there are less people consuming seaweed when compared to the market in Thailand: Thai people consume approx. 10 leaves of seaweed per year while Chinese people consume merely 0.5 leaves of seaweed per year. If taking into account person to person, there is a potential of growth for the market in China, which is expected that Chinese people shall consume more to 9 – 10 leaves of seaweed per year. Mr. Panuwat Weschayanwiwat remarked that there was an unusual growth for the fourth quarter, understood that it was 13% of the sales volume of this year, and asked what the ratio of the expenses per sales volume was. Mr. Itthipat Peeradechapan explained that it was within the budget set by the Company, which was 11 in the overall. Mr. Panuwat Weschayanwiwat asked if it would be controlled within 11 or not. Mr. Itthipat Peeradechapan explained that, if necessary, supposing that competitors were growing fast, the Company would have to draw its weapon and not remain still at 11. The Company would not worry only about the profit without worrying about the future. The Company shall compete as well. Mr. Panuwat Weschayanwiwat asked about the market potential of “My Whey”. Mr. Itthipat Peeradechapan explained that it is a market with a promising future. As the people

36 Notice of 2019 Annual General Meeting of Shareholders of new generation are hyped about working out, going to the gym, whereas it was gaming shop in the past. At the present day, the tendency has changed, people are going more to the gym. In the future, people may want to be like in the US; for the market in the US, the market of Whey Protein is worth approx. USD 20 billion. But for the market in Thailand, Whey Protein market is estimated at the worth of USD 2 – 3 billion. Nevertheless, there is a growth tendency in the future due to the popularity of exercising and clean and health-oriented food, and protein is one of the important elements of clean food which is essential to health. Mr. Panuwat Weschayanwiwat asked if the Company would promote its selling point, seeing that the competitors were also selling a lot. Mr. Itthipat Peeradechapan explained that, last year, the Company put its products of THB 60 million on sale. The Company sold merely online. For this year, the Company started to distribute its product to Modern Trade, which was in the Company’s expertise, operated by the sales department of Tao Kae Noi. It should be on sales at Watson by now and at Boots by the following month, also at LAB Pharmacy and at every branch of the Mall where Gourmet Market is available. Currently, the Company commenced to distribute its products. Mr. Panuwat Weschayanwiwat asked how much Net Gross Profit was, compared to online. Mr. Itthipat Peeradechapan explained that mostly, Gross Margin is approx. at 35 – 40. Mr. Panuwat Weschayanwiwat asked if the Company had online sales volume of 40%, how much the retail sales volume should be. Mr. Itthipat Peeradechapan explained that, in the past, the online sales could generate a lot of profit, as there was advertising on Facebook or Google. But, at the present day, there is more use of algorithm online, that is to say, the sales online would not generate as much profit as in the past. In the future, the online market will be tougher than the Modern Trade, and such retail business may subsequently generate even more profit. Mr. Panuwat Weschayanwiwat asked what the Net Gross Profit is on the average, as the Break- Even Point shall exceed 120 million. Mr. Itthipat Peeradechapan explained that the Company set the goal of Gross Margin at 40%, but during the first 2 – 3 years, it might not be possible yet, because during the period of investment, it is sufficient that the Company does not incur any losses. The profit shall start to accrue in the third year. Mr. Panuwat Weschayanwiwat asked how much the produce from Rojana is, what is the percentage of the sales volume; if the sales volume is THB 5 – 6 billion, what the percentage of produce from the Rojana factory will be equivalent to. Mr. Itthipat Peeradechapan explained that the Rojana factory should reach the standard the most, as the Company is certified by the British Retail Consortium (BRC). The sales volume of the Company was approx. THB 2 billion and should reach THB 3 billion by year-end. Mr. Panuwat Weschayanwiwat asked if the sum shall not be paid as tax at the amount of THB 2 billion to THB 6 billion. Mr. Itthipat Peeradechapan affirmed. Mr. Panuwat Weschayanwiwat inquired that: (1) China would like additional details, as the revenue ratio of the Company derived from China exceeded 50%, understood that it should exceed 55% in this

Taokaenoi Food & Marketing Public Company Limited 37 year, so the authority would like to inquire about the research that the Company purchased, what kind of information was able to ensure the investors that the goal of 20% or more set by the Executives was feasible. It is understood that, currently, the online sales volume in China is high, with a little Modern Trade, the Chinese authority inquired what the advantage and disadvantage are; (2) regarding the provinces which the Company had yet to reach, why the existing suppliers could not do the work, or it is that the Company is seeking new suppliers. Mr. Panuwat Weschayanwiwat also asked if the setting up of a factory in China shall be worth it, now that the business is more prone to China than Thailand. Seaweed material is in China, though the quality is uncertain if compared to that of Korea. For the consumers who would like to purchase, Panuwat Weschayanwiwat asked if the product must be produced in Thailand only or not for one to purchase. Mr. Panuwat Weschayanwiwat also asked if the Company had conducted a research to find out the reason of purchasing the products of Tao Kae Noi, whether it is because it is produced in Thailand and not in China, for example. Mr. Itthipat Peeradechapan explained that regarding the fact that the suppliers deemed that the Company set the goal, that China was a big goal was because, as mentioned earlier, 30% of current distribution is merely the Modern Trade. With respect to TT, there is no information. With respect to the consumption of seaweed, Chinese people still consume only 0.5 leaves, which include the ones produced by competitors and not only by Tao Kae Noi, equivalent to 12,000 million of the market in China, of which share is occupied by Tao Kae Noi by 0.5 leaves. Whereas in Thailand, Thai people currently consume 10 leaves, though having started from 0.01 leaves. In China, people consume more seaweed than here. So, Mr. Itthipat Peeradechapan asked why they would not consume up to ten. The Company thus set the goal as such. Ms. Orrapat Peeradechapan explained that there are now two suppliers of the Company. In the following month, the Company plans to open an office, which is expected to be completed by the end of May. The Company shall have a team stationed at the office. The two suppliers of the Company will not limit the channels; if they find new channels, the Company will still allow them to sell, only under the supervision of a team regarding marketing in the interests of product distribution and more sales channels. As it is appeared that no shareholder wished to ask any further questions, the Chairman thanked the shareholders for their kind attention. The Meeting was concluded at 12.34 p.m.

Sign______Chairman of the Meeting (Mr. Yuth Vorachattarn)

Sign______Recorder of the Minutes of the Meeting (Mr. Nutchatpong Peeradechapan) Company Secretary

38 Notice of 2019 Annual General Meeting of Shareholders Profile of the nominated candidates for the election of new directors in replacement of those to be retired by rotation

1. Mr. Chaiyong Ratanacharoensiri Age 63 Current Position - Independent Director - Audit Committee - Chairman of the Nomination and Remuneration Committee Education Education Curriculum University Master Degree Management Scranton University, USA Bachelor Degree Engineering Chulalongkorn University Certifications from the Thai Institute of Director (IOD) courses - Directors Certification Program (DCP) Batch 58, 2005 - Directors Accreditation Program (DAP) Batch 34, 2005 Positions held in other listed company - None - Positions held in non-listed company Terms Position Company 2015 - Present Independent Director/ Quick Leasing Co., Ltd. Chairman of the Audit Committee Mr. Chaiyong Ratanacharoensiri does not hold the director or executive position of other company which shall cause the conflict of interest or compete the business of the Company. Working experience for the last 5 years Terms Position Company 2018 – 2018 Managing Director P-MART SUPERSTORE Co., Ltd. 1998 – 2015 Executive Vice President Bangkok Bank PCL

Taokaenoi Food & Marketing Public Company Limited 39 Expertise - Business and Industry related to the Company - Economic, Investment and Strategic Planning - Accounting and Finance - Corporate Governance and Risk Management Family Relation among Director and Executives - None - Amount of shares held in the company (including that of spouse and/or minor child) Held by self : - None - Held by spouse and/or minor child : - None - Meeting Attendance of the last year 1. The Board of Directors Meeting 11/11 times 2. The Audit Committee Meeting 4/4 time 3. The Nomination and Remuneration Committee Meeting 2/2 time 4. The Annual General Meeting of Shareholders 2018 1/1 time Type of the directors proposed to be appointed - Independent Director - Audit Committee - Chairman of the Nomination and Remuneration Committee Director Year of directorship 7 (2012)

2. Mr. Somboon Prasitjutrakul Age 60 Current Position - Director and Executive Director - Member of Nomination and Remuneration Committee Education Education Curriculum University Master Degree Business Administration Sasin Graduate Institute of Business Administration Bachelor Degree Marketing San Jose State University , USA

40 Notice of 2019 Annual General Meeting of Shareholders Certifications from the Thai Institute of Director (IOD) courses - Directors Certification Program (DCP) Batch 54, 2005 - Company Secretary Program (CSP) Batch 42, 2011 - Directors Accreditation Program (DAP) Batch 86, 2010 Positions held in other listed company Terms Position Company 2017 - Present Director JWD Infologistics PLC Positions held in non-listed company Terms Position Company 2018 - Present Director Devakam Apothecary Hall Co., Ltd. 2017 - Present Director V Food Group Co., Ltd. 2014 - Present Director Riverpro Pulp and Paper Co., Ltd. 22014 - Present Director Thanatarn Paper Co., Ltd. Mr. Somboon Prasitjutrakul does not hold the director or executive position of other company which shall cause the conflict of interest or compete the business of the Company. Working experience for the last 5 years Terms Position Company 2015 - 2017 Director T.A.C. Consumer PCL 2014 - 2015 Executive Director Ippudo (Thailand) Co., Ltd. Expertise - Business and Industry related to the Company - Sales and Marketing - Commerce and International Investment - Management of Organization and Human Resources Family Relation among Director and Executives - None - Amount of shares held in the company (including that of spouse and/or minor child) Held by self : - None - Held by spouse and/or minor child : -- None -

Taokaenoi Food & Marketing Public Company Limited 41 Meeting Attendance of the last year 1. The Board of Directors Meeting 11/11 times 2. The Audit Committee Meeting 4/4 time 3. The Nomination and Remuneration Committee Meeting 2/2 time 4. The Annual General Meeting of Shareholders 2018 1/1 time Type of the directors proposed to be appointed - Director and Executive Director - Member of Nomination and Remuneration Committee Year of directorship 6 (2013)

3. Ms. Porntera Rongkasiripan Age 50 Current Position - Director - Internal Audit Director - Member of the Risk Management Committee Education Education Curriculum University Bachelor Degree Accounting Assumption University Certifications from the Thai Institute of Director (IOD) courses Directors Accreditation Program (DAP) Batch 89, 2011 Positions held in other listed company - None - Positions held in non-listed company - None - Mrs. Porntera Rongkasiripan does not hold the director or executive position of other company which shall cause the conflict of interest or compete the business of the Company. Working experience for the last 5 years - None - Expertise - Business and Industry related to the Company - Management of Warehouse - Management of Organization and Human Resources

42 Notice of 2019 Annual General Meeting of Shareholders - Corporate Governance and Risk Management Family Relation among Director and Executives - None - Amount of shares held in the company (including that of spouse and/or minor child) Held by self : - None - Held by spouse and/or minor child : - None - Meeting Attendance of the last year 1. The Board of Directors Meeting 11/11 times 2. The Audit Committee Meeting 4/4 times 3. The Nomination and Remuneration Committee Meeting 2/2 times 4. The Risk Management Committee Meeting 2/2 times 5. The Annual General Meeting of Shareholders 2018 1/1 time Type of the directors for appointment - Director - Risk Management Committee Year of directorship 11 (2001)

Taokaenoi Food & Marketing Public Company Limited 43 Principles of the Appointment, Qualification of Independent Director, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee

1. Principles of the Appointment The Company select and nominate persons whose qualifications are suitable as directors, executives of the Company to the Board of Directors and/or the Meeting of Shareholders (as the case may be). Moreover, the nominated director must possess knowledge, experience, expertise and devoted their time and having the qualification of the director accordance with section 68 of Public Limited Companies Act, B.E.2535 (as amended), laws of Securities and Exchange, Notification of Securities and Exchange Commission, Notification of The Capital Market Supervisory Board, including related regulations and/or rules and possess no prohibited characteristics regarding Notification GorJor. 8/2010 Re: Determination of the Untrustworthy Characteristics of the directors and executives of the company. Moreover, the appointment of the director of the Company must be approved from the Board of Directors’ Meeting and/or Shareholders’ Meeting (as the case may be). The Company shall provide to have independent directors at least one-third of all directors of the Company and must not be less than three directors.

2. Qualification of Independent Director Person who nominated to be appointed as an independent director shall have qualification of Independent Director. Qualification of Independent Director of the Company related to minimum regulation of Securities and Exchange Commission as follow: 1. Holding shares not exceeding than 1 percent of the total number of shares with voting rights of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, including shares held by related persons of such independent director. 2. Neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent company, subsidiary, affiliate, same- level subsidiary company, major shareholder or controlling person, unless such characteristic ceases at least two years prior to the date of filing a request to SEC, so that, such prohibited qualification not included case that independent director had been government officer or advisor of government that was major shareholder or controlling person of the Company. 3. Not being a person related by blood or legal registration as father, mother, spouse, sibling, and child, including spouse of child to other director, executive, major shareholder, controlling person, or person to be nominated as director, executive or controlling person of the Company or its subsidiary company. 4. Neither having nor used to have a business relationship with the Company, its parent company,

44 Notice of 2019 Annual General Meeting of Shareholders subsidiary, affiliate, major shareholder or controlling person, in the manner which may interfere with his/her independent judgement, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary company, affiliate, major shareholder or controlling person, unless such characteristic ceases at least two years prior to the date of filing a request to SEC. The term ‘business relationship’ under the first paragraph shall include any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or granting or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, and any other similar actions, which result in the Company or the counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the Company or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board. The consideration of such indebtedness shall include indebtedness occurred during the period of one year prior to the date on which the business relationship with the person commences. 5. Neither being nor used to be an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary company, affiliate, major shareholder or controlling person, unless such characteristic ceases at least two years prior to the date of filing a request to SEC. 6. Neither being nor used to be a provider of any professional services including those as legal advisor or financial advisor who receives service fees exceeding two million baht per year from the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and not being a significant shareholder, controlling person or partner of the provider of professional services, unless such characteristic ceases at least two years prior to the date of filing a request to SEC. 7. Not being a director appointed as representative of directors of the Company, major shareholder or shareholder who is related to major shareholder. 8. Not undertaking any business in the same nature and in competition to the business of the Company or subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one percent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the Company or its subsidiary company.

Taokaenoi Food & Marketing Public Company Limited 45 9. Not having any other characteristics which cause the inability to express independent opinions with regard to the Company’s business operations. The independent director may be assigned by the Board to take part in the business decisions of the Company, its parent company, subsidiary, affiliate, same-level subsidiary company, major shareholder or controlling person, on condition that these decisions must be collective decision In case that person who requested to appoint as an independent director is person who has a business relation or provides a professional service described in item No. 4 or 6. The Company shall have the decision of the Board showing the consideration in accordance with section 89/7 of Public Limited Companies Act, B.E.2535 (as amended) that the appointment of such person will not interfere with the exercise of independent judgement in the independent director’s responsibilities and the Company must disclose the following information in invitation of shareholders’ meeting on the agenda of appointment of independent directors: (a) The nature if the business relationship or professional service that excludes the nominated independent director from the standard requirements; (b) The reason or need to retain or appoint this person as an independent director; (c) The Board’s opinion on proposing the appointment of this person as an independent director.

3. Qualification of the Audit Committee The Audit Committee is comprised of at least three independent directors by the at least one audit committee must have sufficient knowledge and experience in order to be capable of auditing reliability of financial statements Qualification of Audit Committee of the Company related to minimum regulation of Securities and Exchange Commission means that having the qualification for being audit committee with state above and must 1. Not a director that be assigned by the Board of Directors to take part in the business decisions of the Company, its parent company, subsidiary, affiliate, same-level subsidiary company, major shareholder or controlling person and 2. Not a director of parent company, subsidiary, affiliate, same-level subsidiary company only the listed company

4. Qualification of Nomination and Remuneration Committee Nomination and Remuneration Committee is comprised of at least three directors and executives

46 Notice of 2019 Annual General Meeting of Shareholders by more than half of all directors must be independent directors and independent director shall be the chairman of Nomination and Remuneration Committee. The Remuneration Committee has the duty as follow: 1. To consider form and regulation regarding directors and executives’ remuneration which should be appropriated, in order to reach the expectation, be fair and be a return to the directors and executives who help the Company successful. The remuneration will be considered by comparing the remuneration of directors and executives of the Company to the remuneration of directors of companies of the same industry. In this regard, the total remuneration of directors should be appropriated in order to limit the number of director positions in other company to be held by the directors so that they will be available to attend the meeting and perform their duties as directors sufficiently. 2. To consider the annual remuneration of directors and executives. The annual remuneration must be in line with the regulation regarding remuneration. 3. To consider the Chief Executive Officer’s evaluation rule. 4. To consider the offering new shares (or warrants) to directors and employees in order to motivate directors and employees to perform their duties, to create value to shareholders in long term and to maintain the employees’ quality. Anyway, the offering should not be too high and should be fair to the shareholders.

5. Qualification of Risk Management Committee Risk Management Committee is comprised of at least three directors, executives and/or savant and at least one of the Risk Management Committee must be a Chairman of Risk Management Committee. The Risk Management Committee has the duty as follow: 1. To set the organization’s risk management policy, strategy, and guideline. 2. To set the risk management plan and also risk management process in overall of the organization both outside and inside. 3. To estimate the impact and the probability to occur the risk which is determined in order to set the risk level and risk measurement criteria appropriately. 4. To monitor and ensure that management staffs follow the policies, strategies, and guideline to manage the risk, follow the result thereof and report to Board of Directors regularly. 5. To review or evaluate the adequacy and effectiveness of risk management policy, strategies, and risk measurement guideline annually and anytime that risk level has changed.

Taokaenoi Food & Marketing Public Company Limited 47 Profile of proposed Auditors for Year 2019

1. Mr. Choopong Surachutikarn

Certified Public 4325 Accountant No.

Auditing Firm Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Education - Master’s Degree in Finance, University of Illinois, USA - Bachelor’s Degree in Accounting, Chulalongkorn University, Thailand

Experience - An approved auditor of the Securities and Exchange Commission and the Stock Exchange of Thailand - Certified Public Accountant (CPA), Thailand - Member of Federation of Accounting Professions in Thailand (FAP)

Relation or interest with N/A the Company, subsidiary, major shareholder or who related with such person

Year of Auditor for the 2000 – present Company Audit Partner Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

48 Notice of 2019 Annual General Meeting of Shareholders 2. Mr. Chavala Tienpasertkij

Certified Public 4301 Accountant No.

Auditing Firm Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Education - Master of Accountancy of Chulalongkorn University - Master of Management of Mahidol University - Bachelor’s degree in Accountancy, Bangokok University - Director Certificate Program by Thai Institute of Directors (IOD)

ประสบการณ์ทำ�งาน - An approved auditor of the Securities and Exchange Commission and the Stock Exchange of Thailand - Certified Public Accountant (CPA), Thailand - Member of Federation of Accounting Professions in Thailand (FAP)

Relation or interest with N/A the Company, subsidiary, major shareholder or who related with such person

Year of Auditor for the 1993 – present Company Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Taokaenoi Food & Marketing Public Company Limited 49 3. Ms. Pensri Thamvarodom

Certified Public 4923 Accountant No.

Auditing Firm Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Education - Bachelor’s degree in Accountancy

Experience - Certified Public Accountant (CPA), Thailand - Member of Federation of Accounting Professions in Thailand (FAP)

Relation or interest with N/A the Company, subsidiary, major shareholder or who related with such person

Year of Auditor for the 1995– present Company Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

50 Notice of 2019 Annual General Meeting of Shareholders 4. Mr. Wonlop Vilaivaravit

Certified Public 6797 Accountant No.

Auditing Firm Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Education - Bachelor of Accountancy, Assumption University - Top management training from Capital Market Academy (CMA 27)

Experience - Auditor approved by The Securities and Exchange Commission - Certified Public Accountant (CPA), Thailand - Member of Federation of Accounting Professions in Thailand (FAP)

Relation or interest with N/A the Company, subsidiary, major shareholder or who related with such person

Year of Auditor for the 2013 – present Company Audit Partner Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd.

Taokaenoi Food & Marketing Public Company Limited 51 Documents Required prior to Attending the Meeting and Supporting Documents for Proxy The registration to attend the 2019 Annual General Meeting of Shareholders starts not less than 2 hours prior to the commencement of the meeting or from 8.00 hours on wards on Thursday, April 25, 2019 at 10:00 a.m. Grand Ballroom 5th Floor S31 Sukhumvit Hotel, No. 545, Soi Sukhumvit 31, Klongtoey-Nua, Wattana, Bangkok. Please find the map attached in the Notice of the 2019 Annual General Meeting of Shareholders. The registration will be made by barcode system. For your convenience, please bring Notice, Proxy Form (in case of granting proxy) and registration form with printed barcode, and present the following documents at registration desk before attending the meeting: 1. Self-Attending 1.1 Natural Person (1) Registration form which is signed by the shareholder; (2) A valid official document issued by government authorities e.g. the identification card, government officer identification card, driver license or passport, including the evidence of the change of name or last name (if any). . 1.2 Juristic Person by its Representative (1) Registration form which is signed by the representative of the juristic person (authorized director(s)) attending the meeting; (2) A copy of the juristic person’s affidavit certified true and correct copy by the representative of the juristic person (authorized director(s)) who attends the meeting. The document must show that the representative of the juristic person (authorized director(s)) attending the meeting has the authority to act on behalf of the juristic person who is a shareholder; (3) A valid official document issued by government authorities of the representative of the juristic person (authorized director(s)) as specified in item 1.1(2).

2. Proxy 2.1 The Grantor being Natural Person (1) Registration form which is signed by the proxy; (2) The Proxy Form as attached in Notice (Form A or Form B), completely filled in and signed by the shareholder and the proxy; (3) A copy of valid official document issued by government authorities of the shareholder as specified in item 1.1(2) which is certified true by the shareholder; (4) A copy of valid official document issued by government authorities of the proxy as specified in item 1.1(2) which is certified true by the proxy.

2.2 The Grantor being Juristic Person (1) Registration form which is signed by the proxy; (2) The Proxy Form as attached in Notice (Form A or Form B), completely filled in and signed

52 Notice of 2019 Annual General Meeting of Shareholders by (i) the representative of the juristic person who is a grantor and (ii) the proxy; (3) A copy of the Juristic person’s affidavit certified true and correct copy by the representative of the juristic person and the proxy (if any). The document must show that the person who sign the Proxy Form has the authority to act on behalf of the juristic person who is a shareholder; (4) A copy of a valid official document issued by government authorities of the representative of the juristic person as specified in item 1.1(2) which is certified true and correct copy by said representative of the juristic person; (5) A copy of a valid official document issued by government authorities of the proxy as specified in item 1.1(2) which is certified true and correct copy by the proxy.

2.3 Granting proxy to the Company’s independent director as listed in Attachment 5.4

(1) Registration form; (2) The Proxy Form as attached in Notice (Form A or Form B) which is marked in front of only one name of the Independent Directors specified in the Proxy Form to be your proxy, completely filled in and signed by the grantor; (3) In case the grantor is natural person, please use the documents as specified in item 2.1(3); (4) In case the grantor is juristic person, please use the documents as specified in items 2.2 (3) and 2.2(4). 3.For Foreign Investor appointing the Custodian in Thailand (1) Registration form which is signed by the proxy; (2) The Proxy Form (Form C) which completely filled in and signed by the grantor and the proxy; (3) Documents as specified in item 2.2; (4) Power of Attorney by Foreign Investor authorizing Custodian to sign the Proxy Form on his or her behalf; (5)Letter certifying that the person signing the Proxy Form is authorized to operate custodian business. Note : 1. In case of granting proxy to one of the Company’s independent directors, please submit the completed Proxy Form together with all required documents and return it to Corporate Secretary Office by Friday, April 19, 2019. 2. Allocation of shares to several proxies to vote in the Meeting is not allowed. Shareholder shall authorize the proxy to cast the votes equal to the total number of shares held by shareholder, except for the Custodian appointed by Foreign Investor in accordance with Proxy Form C. 3. Please affix the 20 Baht stamp duty and specify the date of Proxy Form across such stamp duty. The Company will also facilitate in affixing the stamp duty for the proxy at registration desk before attending the meeting. 4. In case of juristic person, if the person who signed in the Power of Attorney or Proxy Form is not an authorized director as specified in the affidavit, the attendee shall prepare the Power of Attorney showing that the attendee has the authority to attend the meeting and cast the vote on behalf of the juristic person. All complete Power of Attorney must be made uninterruptedly.

Taokaenoi Food & Marketing Public Company Limited 53 ปดอากรแสตมป 20 บาท หนังสือมอบฉันทะ แบบ ก. Affi x Stamp Duty PROXY FORM A 20 Baht

เลขทะเบียนผู้ถือหุ้น เขียนที่ Shareholders’ Registration No. Written at วันที่ เดือน พ.ศ. Date Month B.E.

(1) ข้าพเจ้า สัญชาติ I/We Nationality อยู่บ้านเลขที่ ถนน ตำาบล/แขวง Residing at No. Road Tambol/Khwaeng อำาเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphur/Khet Province Post Code

(2) เป็นผู้ถือหุ้นของ บริษัท เถ้าแก่น้อย ฟูดแอนด์มาร์เก็ตติ้ง จำากัด (มหาชน) (“บริษัท”) being a shareholder of Taokaenoi Food&Marketing Public Company Limited (“The Company”) holding the total amount of โดยถือหุ้นจำานวนทั้งสิ้นรวม หุ้น และออกเสียงลงคะแนนได้เท่ากับ เสียง ดังนี้ holding the total amount of shares and have voting right votes as follows: □ หุ้นสามัญ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Ordinary Share shares and have voting right votes □ หุ้นบุริมสิทธิ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Preferred Share shares and have voting right votes

(3) ขอมอบฉันทะให้ (ผู้ถือหุ้นสามารถมอบฉันทะให้นายยุทธ วรฉัตรธาร หรือ นางวณี ทัศนมณเฑียร ซึ่งเป็นกรรมการอิสระของบริษัท ก็ได้ ทั้งนี้ ข้อมูลกรรมการอิสระปรากฏตามสิ่งที่ส่งมาพร้อมนี้) Hereby appoint (The shareholder may appoint one of the Company’s independent director i.e. Mr. Yuth Vorachattarn or to Mrs. Wanee Tassanamontien be the proxy. The Information of the independent directors, were shown in the enclosure)

□1. ชื่อ อายุ ปี อยู่บ้านเลขที่ Name age Years, Residing at ถนน ตำาบล/แขวง อำาเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จังหวัด รหัสไปรษณีย์ หรือ Province Post Code or

54 Notice of 2019 Annual General Meeting of Shareholders □2. ชื่อ นายยุทธ วรฉัตรธาร อายุ 71 ปีอยู่บ้านเลขที่ 337 Name Mr. Yuth Vorachattarn age 71 Years, Residing at 337 ถนน บอนด์สตรีท ต�ำบล/แขวง บางพูด อ�ำเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 หรือ Province Nonthaburi Metropolitan Post Code 11120 or

□3. ชื่อ นางวณี ทัศนมณเฑียร อายุ 64 ปี อยู่บ้านเลขที่ 337 Name Mrs. Wanee Tassanamontien age 64 Years, Residing at 337 ถนน บอนด์สตรีท ต�ำบล/แขวง บางพูด อ�ำเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 Province Nonthaburi Metropolitan Post Code 11120

คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้า เพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมสามัญผู้ถือหุ้นประจ�ำ ปี 2562 ในวันพฤหัสบดีที่ 25 เมษายน 2562 เวลา 10.00 น. ณ ห้องแกรนด์ บอลรูม ชั้น 5 โรงแรม S31 สุขุมวิท เลขที่ 545 ซอย สุขุมวิท 31 ถนนสุขุมวิท แขวงคลองเตยเหนือ เขตวัฒนา กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน เวลา และสถานที่อื่นด้วย Only one of them as my/our proxy to attend and vote on my/our behalf at the 2019 Annual General Meeting of Shareholders (AGM), which will be held on Thrusday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th floor, S31 Sukhumvit Hotel, 545 Sukhumvit Rd, Khwaeng Khlong Toei Nuea, Khet Watthana, Bangkok or such other date, time and place as the meeting may be adjourned.

กิจการใดที่ผู้รับมอบฉันทะได้กระท�ำไปในการประชุมนั้น ให้ถือเสมือนว่าข้าพเจ้าได้กระท�ำเองทุกประการ Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.

ลงนาม/Signed ผู้มอบฉันทะ/Grantor ( )

ลงนาม/Signed ผู้รับมอบฉันทะ/Proxy ( )

หมายเหตุ: ผู้ถือหุ้นที่มอบฉันทะจะต้องให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถแบ่ง แยกจ�ำนวนหุ้นให้ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ Remark: The shareholder appointing the proxy must authorize only one proxy to attend and vote at the meeting and may not split the number of shares to many proxies for splitting votes.

Taokaenoi Food & Marketing Public Company Limited 55 ปดอากรแสตมป 20 บาท หนังสือมอบฉันทะ แบบ ข. Affi x Stamp Duty PROXY FORM B 20 Baht

เลขทะเบียนผู้ถือหุ้น เขียนที่ Shareholders’ Registration No. Written at วันที่ เดือน พ.ศ. Date Month B.E.

(1) ข้าพเจ้า สัญชาติ I/We Nationality อยู่บ้านเลขที่ ถนน ตำาบล/แขวง Residing at No. Road Tambol/Khwaeng อำาเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphur/Khet Province Post Code

(2) เป็นผู้ถือหุ้นของ บริษัท เถ้าแก่น้อย ฟูดแอนด์มาร์เก็ตติ้ง จำากัด (มหาชน) (“บริษัท”) being a shareholder of Taokaenoi Food&Marketing Public Company Limited (“The Company”) holding the total amount of โดยถือหุ้นจำานวนทั้งสิ้นรวม หุ้น และออกเสียงลงคะแนนได้เท่ากับ เสียง ดังนี้ holding the total amount of shares and have voting right votes as follows: □ หุ้นสามัญ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Ordinary Share shares and have voting right votes □ หุ้นบุริมสิทธิ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Preferred Share shares and have voting right votes

(3) ขอมอบฉันทะให้ (ผู้ถือหุ้นสามารถมอบฉันทะให้นายยุทธ วรฉัตรธาร หรือ นางวณี ทัศนมณเฑียร ซึ่งเป็นกรรมการอิสระของบริษัท ก็ได้ ทั้งนี้ ข้อมูลกรรมการอิสระปรากฏตามสิ่งที่ส่งมาพร้อมนี้) Hereby appoint (The shareholder may appoint one of the Company’s independent director i.e. Mr. Yuth Vorachattarn or to Mrs. Wanee Tassanamontien be the proxy. The Information of the independent directors, were shown in the enclosure) □1. ชื่อ อายุ ปี อยู่บ้านเลขที่ Name age Years, Residing at ถนน ตำาบล/แขวง อำาเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จังหวัด รหัสไปรษณีย์ หรือ Province Post Code or

□2. ชื่อ นายยุทธ วรฉัตรธาร อายุ 71 ปีอยู่บ้านเลขที่ 337 Name Mr. Yuth Vorachattarn age 71 Years, Residing at 337 ถนน บอนด์สตรีท ตำาบล/แขวง บางพูด อำาเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred

56 Notice of 2019 Annual General Meeting of Shareholders จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 หรือ Province Nonthaburi Metropolitan Post Code 11120 or

□3. ชื่อ นางวณี ทัศนมณเฑียร อายุ 64 ปี อยู่บ้านเลขที่ 337 Name Mrs. Wanee Tassanamontien age 64 Years, Residing at 337 ถนน บอนด์สตรีท ต�ำบล/แขวง บางพูด อ�ำเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 Province Nonthaburi Metropolitan Post Code 11120

(4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ ดังนี้ At this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows: วาระที่ 1 พิจารณารับรองรายงานการประชุมสามัญผู้ถือหุ้น ประจำ�ปี 2561 ซึ่งประชุมเมื่อวันจันทร์ที่ 23 เมษายน 2561 1. To adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 2 รับทราบรายงานผลการดำ�เนินงานของบริษัท ประจำ�ปี 2561 2. To acknowledge the Company’s Annual Report for the year 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 3 พิจารณาอนุมัติงบการเงินสำ�หรับปี สิ้นสุดวันที่ 31 ธันวาคม 2561 3. To consider and approve the financial statements for the year ended December 31, 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 4 พิจารณาอนุมัติจัดสรรเงินกำ�ไรสุทธิประจำ�ปี 2561 เพื่อจ่ายเงินปันผลให้ผู้ถือหุ้น 4. To consider and approve the allocation of net profits for the year 2018 dividend payment □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects.

Taokaenoi Food & Marketing Public Company Limited 57 □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 5 พิจารณาเลือกตั้งกรรมการแทนกรรมการที่ครบกำาหนดออกจากตำาแหน่งตามวาระ 5. To consider and elect the directors in replacement of those to be retired by rotation □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: 1. ชื่อกรรมการ / Name of Director: นายชัยยงค์ รัตนะเจริญศิริ (Mr. Chaiyong Rattanacharoensiri) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain 2. ชื่อกรรมการ / Name of Director: นายสมบุญ ประสิทธิ์จูตระกูล (Mr. Somboon Prasitjutrakul) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain 3. ชื่อกรรมการ / Name of Director: นางสาวพรธีรา รงคะศิริพันธ์ (Ms. Porntera Rongkasiripan) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 6 พิจารณาอนุมัติการกำาหนดค่าตอบแทนกรรมการ ประจำาปี 2562 6. To consider and approve the remuneration for Directors for the year 2019 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 7 พิจารณาแต่งตั้งผู้สอบบัญชีและกำาหนดค่าสอบบัญชี ประจำาปี 2562 7. To consider and appoint the auditors and fi x the audit fee for the year 2019 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 8 พิจารณาอนุมัติการการแก้ไขเพิ่มเติมข้อบังคับของบริษัทฯ 8. To consider and approve the amendment of the company’s article of association. □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

58 Notice of 2019 Annual General Meeting of Shareholders วาระที่ 9 เรื่องอื่น ๆ (ถ้ามี) 9. To consider other matters (if any) □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

(5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียงนั้น ไม่ถูกต้องและไม่ใช่เป็นการลงคะแนนเสียงของข้าพเจ้าในฐานะผู้ถือหุ้น Vote of the proxy in any agenda which is not in accordance with this Proxy shall be invalid and shall not be the vote of the shareholder (6) ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้ หรือระบุไว้ไม่ชัดเจน หรือในกรณีที่ที่ประชุม มีการพิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อเท็จจริง ประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I/we have not specified my/our voting intention in any matter on the agenda or not clearly specified or in case the meeting considers or passes resolutions in any matters other than those specified above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/she may deem appropriate in all respects.

กิจการใดที่ผู้รับมอบฉันทะได้กระท�ำไปในการประชุมนั้น ให้ถือเสมือนว่าข้าพเจ้าได้กระท�ำเองทุกประการ Any acts performed by the proxy in this meeting shall be deemed to be the actions performed by myself/ourselves.

ลงนาม/Signed ผู้มอบฉันทะ/Grantor ( )

ลงนาม/Signed ผู้รับมอบฉันทะ/Proxy ( )

หมายเหตุ / Remark 1. ผู้ถือหุ้นที่มอบฉันทะจะต้องให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถแบ่งแยกจำ�นวนหุ้นให้ผู้รับมอบ ฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The shareholder may appoint only one proxy to attend and vote at the meeting, and may not allocate the number of shares to several proxies to severally vote. 2. วาระเลือกตั้งกรรมการสามารถเลือกตั้งกรรมการทั้งชุดหรือเลือกตั้งกรรมการเป็นรายบุคคล With respect to the director election, it may be conducted as a group at once or one by one individually. 3. ในกรณีที่มีวาระที่จะพิจารณาในการประชุมมากกว่าวาระที่ระบุไว้ข้างต้น ผู้มอบฉันทะสามารถระบุเพิ่มเติมได้ในใบประจำ�ต่อแบบหนังสือมอบ ฉันทะแบบ ข. ตามแนบ If any matter on the agenda is not specified above herein, the shareholder may add such additional matter in the attached supplemental to this Form B.

Taokaenoi Food & Marketing Public Company Limited 59 ใบประจำาต่อแบบหนังสือมอบฉันทะแบบ ข. Continuation Page of Proxy Form B.

การมอบฉันทะในฐานะเป็นผู้ถือหุ้นของบริษัท เถ้าแก่น้อย ฟูดแอนด์มาร์เก็ตติ้ง จำากัด (มหาชน) The proxy is granted by a shareholder of Taokaenoi Food & Marketing Public Company Limited

ในการประชุมสามัญผู้ถือหุ้นประจำาปี 2562 ในวันพฤหัสบดีที่ 25 เมษายน 2562 เวลา 10.00 น. ณ ห้องแกรนด์ บอลรูม ชั้น 5 โรงแรม S31 สุขุมวิท เลขที่ 545 ซอยสุขุมวิท 31 ถนนสุขุมวิท แขวงคลองเตยเหนือ เขตวัฒนา กรุงเทพมหานคร หรือที่จะพึง เลื่อนไปในวัน เวลา และสถานที่อื่นด้วย For the 2017 Annual General Meeting of Shareholders (AGM) which will be held Thursday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th fl oor, S31 Sukhumvit Hotel, 545 Sukhumvit Rd, Khwaeng Khlong Toei Nuea, Khet Watthana, Bangkok . or such other date, time and place as the meeting may be adjourned.

วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

60 Notice of 2019 Annual General Meeting of Shareholders ปดอากรแสตมป 20 บาท Affi x Stamp หนังสือมอบฉันทะ แบบ ค. Duty PROXY FORM C 20 Baht (แบบที่ใช้เฉพาะกรณีผู้ถือหุ้นเปนผู้ลงทุนต่างประเทศและแต่งตั้งให้คัสโตเดียนในประเทศไทยเปนผู้รับฝากและดูแลหุ้น) (For Foreign Shareholder appointing the Custodian in Thailand) เลขทะเบียนผู้ถือหุ้น เขียนที่ Shareholders’ Registration No. Written at วันที่ เดือน พ.ศ. Date Month B.E. (1) ข้าพเจ้า สัญชาติ I/We Nationality อยู่บ้านเลขที่ ถนน ตำาบล/แขวง Residing at No. Road Tambol/Khwaeng อำาเภอ/เขต จังหวัด รหัสไปรษณีย์ Amphur/Khet Province Post Code

(2) เป็นผู้ถือหุ้นของ บริษัท เถ้าแก่น้อย ฟูดแอนด์มาร์เก็ตติ้ง จำากัด (มหาชน) (“บริษัท”) being a shareholder of Taokaenoi Food & Marketing Public Company Limited (“The Company”) holding the total amount of โดยถือหุ้นจำานวนทั้งสิ้นรวม หุ้น และออกเสียงลงคะแนนได้เท่ากับ เสียง ดังนี้ holding the total amount of shares and have voting right votes as follows: □ หุ้นสามัญ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Ordinary Share shares and have voting right votes □ หุ้นบุริมสิทธิ หุ้น ออกเสียงลงคะแนนได้เท่ากับ เสียง Preferred Share shares and have voting right votes

(3) ขอมอบฉันทะให้ (ผู้ถือหุ้นสามารถมอบฉันทะให้นายยุทธ วรฉัตรธาร หรือ นางวณี ทัศนมณเฑียร ซึ่งเป็นกรรมการอิสระของ บริษัทก็ได้ ทั้งนี้ ข้อมูลกรรมการอิสระปรากฏตามสิ่งที่ส่งมาพร้อมนี้) Hereby appoint (The shareholder may appoint one of the Company’s independent director i.e. Mr. Yuth Vorachattarn or to Mrs. Wanee Tassanamontien be the proxy. The Information of the independent directors, were shown in the enclosure) □1. ชื่อ อายุ ปี อยู่บ้านเลขที่ Name age Years, Residing at ถนน ตำาบล/แขวง อำาเภอ/เขต Road Tambol/Khwaeng Amphur/Khet จังหวัด รหัสไปรษณีย์ หรือ Province Post Code or

Taokaenoi Food & Marketing Public Company Limited 61 □2. ชื่อ นายยุทธ วรฉัตรธาร อายุ 71 ปีอยู่บ้านเลขที่ 337 Name Mr. Yuth Vorachattarn age 71 Years, Residing at 337 ถนน บอนด์สตรีท ตำาบล/แขวง บางพูด อำาเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 หรือ Province Nonthaburi Metropolitan Post Code 11120 or

□3. ชื่อ นางวณี ทัศนมณเฑียร อายุ 64 ปี อยู่บ้านเลขที่ 337 Name Mrs. Wanee Tassanamontien age 64 Years, Residing at 337 ถนน บอนด์สตรีท ตำาบล/แขวง บางพูด อำาเภอ/เขต ปากเกร็ด Road Bond Street Tambol/Khwaeng Bangpood Amphur/Khet Pakkred จังหวัด นนทบุรี รหัสไปรษณีย์ 11120 Province Nonthaburi Metropolitan Post Code 11120

คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้า เพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมสามัญผู้ถือหุ้นประจำาปี 2562 ใน วันพฤหัสบดีที่ 25 เมษายน 2562 เวลา 10.00 น. ณ ห้องแกรนด์ บอลรูม ชั้น 5 โรงแรม S31 สุขุมวิท เลขที่ 545 ซอยสุขุมวิท 31 ถนนสุขุมวิท แขวง คลองเตยเหนือ เขตวัฒนา กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน เวลา และสถานที่อื่นด้วย Only one of them as my/our proxy to attend and vote on my/our behalf at the 2019 Annual General Meeting of Shareholders (AGM), which will be held on Thrusday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th fl oor, S31 Sukhumvit Hotel, 545 Sukhumvit Rd, Khwaeng Khlong Toei Nuea, Khet Watthana, Bangkok or such other date, time and place as the meeting may be adjourned.

(4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ ดังนี้ At this Meeting, I/we grant my/our proxy to vote on my/our behalf as follows: วาระที่ 1 พิจารณารับรองรายงานการประชุมสามัญผู้ถือหุ้น ประจำาปี 2561 ซึ่งประชุมเมื่อวันจันทร์ที่ 23 เมษายน 2561 1. To adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on Monday, April 23, 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 2 รับทราบรายงานผลการดำาเนินงานของบริษัท ประจำาปี 2561 2. To acknowledge the Company’s Annual Report for the year 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

62 Notice of 2019 Annual General Meeting of Shareholders วาระที่ 3 พิจารณาอนุมัติงบการเงินสำ�หรับปี สิ้นสุดวันที่ 31 ธันวาคม 2561 3. To consider and approve the financial statements for the year ended December 31, 2018 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 4 พิจารณาอนุมัติจัดสรรเงินกำ�ไรสุทธิประจำ�ปี 2561 เพื่อจ่ายเงินปันผลให้ผู้ถือหุ้น 4. To consider and approve the allocation of net profits for the year 2018 dividend payment □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 5 พิจารณาเลือกตั้งกรรมการแทนกรรมการที่ครบกำ�หนดออกจากตำ�แหน่งตามวาระ 5. To consider and elect the directors in replacement of those to be retired by rotation □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: 1. ชื่อกรรมการ / Name of Director: นายชัยยงค์ รัตนะเจริญศิริ (Mr. Chaiyong Rattanacharoensiri) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain 2. ชื่อกรรมการ / Name of Director: นายสมบุญ ประสิทธิ์จูตระกูล (Mr. Somboon Prasitjutrakul) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain 3. ชื่อกรรมการ / Name of Director: นางสาวพรธีรา รงคะศิริพันธ์ (Ms. Porntera Rongkasiripan) □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 6 พิจารณาอนุมัติการกำ�หนดค่าตอบแทนกรรมการ ประจำ�ปี 2562 6. To consider and approve the remuneration for Directors for the year 2019 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

Taokaenoi Food & Marketing Public Company Limited 63 วาระที่ 7 พิจารณาแต่งตั้งผู้สอบบัญชีและกำาหนดค่าสอบบัญชี ประจำาปี 2562 7. To consider and appoint the auditors and fi x the audit fee for the year 2019 □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 8 พิจารณาอนุมัติการการแก้ไขเพิ่มเติมข้อบังคับของบริษัทฯ 8. To consider and approve the amendment of the company’s article of association. □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ 9 เรื่องอื่น ๆ (ถ้ามี) 9. To consider other matters (if any) □(ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □(ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

(5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียงนั้นไม่ถูกต้อง และไม่ถือเป็นการลงคะแนนเสียงของผู้ถือหุ้น Vote of the proxy in any agenda which is not in accordance with this Proxy shall be invalid and shall not be the vote of the shareholder (6) ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการออกเสียงลงคะแนนในวาระใดไว้ หรือระบุไว้ไม่ชัดเจน หรือในกรณีที่ที่ประชุมมีการ พิจารณาหรือลงมติในเรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อเท็จจริงประการใด ให้ ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case I/we have not specifi ed my/our voting intention in any matter on the agenda or not clearly specifi ed or in case the meeting considers or passes resolutions in any matters other than those specifi ed above, including in case there is any amendment or addition of any fact, the proxy shall have the right to consider and vote on my/our behalf as he/ she may deem appropriate in all respects.

64 Notice of 2019 Annual General Meeting of Shareholders กิจการใดที่ผู้รับมอบฉันทะได้กระทำ�ไปในการประชุม เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุไว้ในหนังสือมอบฉันทะ ให้ถือเสมือนว่าข้าพเจ้าได้กระทำ�เองทุกประการ Any acts performed by the proxy in this meeting, except where of the proxy did not vote in accordance with this Proxy, shall be deemed to be the actions performed by myself/ourselves.

ลงนาม/Signed ผู้มอบฉันทะ/Grantor ( )

ลงนาม/Signed ผู้รับมอบฉันทะ/Proxy ( ) หมายเหตุ / Remark 1. หนังสือมอบฉันทะแบบ ค. นี้ใช้เฉพาะกรณีที่ผู้ถือหุ้นที่ปรากฏชื่อในทะเบียนเป็นผู้ลงทุนต่างประเทศและแต่งตั้งให้คัสโตเดียน (Custodian) ในประเทศไทยเป็นผู้รับฝากและดูแลหุ้นให้เท่านั้น This Form C is only used in the case that the shareholder of record is a foreign shareholder whose shares are taken of by the custodian in Thailand. 2. หลักฐานที่ต้องแนบพร้อมกับหนังสือมอบฉันทะ คือ Required supporting documents: (1) หนังสือมอบอำ�นาจจากผู้ถือหุ้นให้คัสโตเดียน (Custodian) เป็นผู้ดำ�เนินการลงนามในหนังสือมอบฉันทะแทน The power of attorney whereby the shareholder empower the custodian to execute the proxy instrument for and on behalf of the shareholder (2) หนังสือยืนยันว่าผู้ลงนามในหนังสือมอบฉันทะแทนได้รับอนุญาตประกอบธุรกิจคัสโตเดียน (Custodian) A confirmation that the custodian is licensed to operate the custodian business 3. ผู้ถือหุ้นที่มอบฉันทะจะต้องให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถแบ่งแยกจำ�นวนหุ้นให้ ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The shareholder may appoint only one proxy to attend and vote at the meeting, and may not allocate the number of shares to several proxies to severally vote. 4. วาระเลือกตั้งกรรมการสามารถเลือกตั้งกรรมการทั้งชุดหรือเลือกตั้งกรรมการเป็นรายบุคคล With respect to the director election, it may be conducted as a group at once or one by one individually. 5. ในกรณีที่มีวาระที่จะพิจารณาในการประชุมมากกว่าวาระที่ระบุไว้ข้างต้น ผู้มอบฉันทะสามารถระบุเพิ่มเติมได้ในใบประจำ�ต่อแบบหนังสือ มอบฉันทะแบบ ค. ตามแนบ If any matter on the agenda is not specified above herein, the shareholder may add such additional matters in the attached supplemental to this Form C.

Taokaenoi Food & Marketing Public Company Limited 65 ใบประจำาต่อแบบหนังสือมอบฉันทะแบบ ค. Continuation Page of Proxy Form C.

การมอบฉันทะในฐานะเป็นผู้ถือหุ้นของบริษัท เถ้าแก่น้อย ฟูดแอนด์มาร์เก็ตติ้ง จำากัด (มหาชน) The proxy is granted by a shareholder of Taokaenoi Food & Marketing Public Company Limited

ในการประชุมสามัญผู้ถือหุ้นประจำาปี 2562 ในวันพฤหัสบดีที่ 25 เมษายน 2562 เวลา 10.00 น. ณ ห้องแกรนด์ บอลรูม ชั้น 5 โรงแรม S31 สุขุมวิท เลขที่ 545 ซอยสุขุมวิท 31 ถนนสุขุมวิท แขวงคลองเตยเหนือ เขตวัฒนา กรุงเทพมหานคร หรือที่จะพึงเลื่อนไปในวัน เวลา และสถานที่อื่นด้วย For the 2017 Annual General Meeting of Shareholders (AGM) which will be held Thursday, April 25, 2019, 10.00 AM at Grand Ballroom, 5th fl oor, S31 Sukhumvit Hotel, 545 Sukhumvit Rd, Khwaeng Khlong Toei Nuea, Khet Watthana, Bangkok . or such other date, time and place as the meeting may be adjourned.

วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain วาระที่ เรื่อง Agenda Re : □ (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร (a) To grant my/our proxy to consider and vote on my/our behalf as appropriate in all respects. □ (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ (b) To grant my/our proxy to vote at my/our desire as follows: □ เห็นด้วย □ ไม่เห็นด้วย □ งดออกเสียง Approve Disapprove Abstain

66 Notice of 2019 Annual General Meeting of Shareholders Attachment 5.2 The Company’s Articles of Association Relating to the General Meeting of Shareholders Shareholders’ Meeting Article 30 The Board of Directors shall call a shareholders’ meeting which is an annual ordinary general meeting of shareholders within 4 months from the last day of the fiscal year of the Company. The General Meetings of Shareholders other than the one referred to in the first paragraph shall be called extraordinary general meetings. The Board of Directors may call an extraordinary general meeting of shareholders any time the Board considers it expedient to do so, or shareholders holding shares amounting to not less than one-fifth of the total number of shares sold, or shareholders numbering not less than 25 persons holding shares amounting to not less than one-tenth of the total number of shares sold may submit their names in a request directing the Board of Directors to call an extraordinary general meeting of shareholders at any time, but the reasons for calling such meeting shall be clearly stated in such request. The Board of Directors shall proceed to call a shareholders’ meeting to be held within 1 month of the date of receipt of such request from the said shareholders. Article 31 In calling a general meeting of shareholders, the Board of Directors shall prepare a written notice calling the meeting that states the place, date, time, agenda of the meeting and the matters to be proposed to the meeting with reasonable detail by indicating clearly whether it is the matter proposed for information, for approval, or for consideration, as the case may be, including the opinions of the Board of Directors in the said matters, and the said notice shall be delivered to the shareholders and the Registrar for their information at least 7 days prior to the date of the meeting. The notice calling for the meeting shall also be published in a newspaper for a period of 3 days in consecutive at least 3 days prior to the date of the meeting. A shareholders’ meeting can be arranged at the Company’s head office or other provinces in the Kingdom of Thailand. Article 33 In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a general meeting of shareholders amounting to not less than 25 persons holding shares amounting to not less than one – third of total number of shares sold or there shall be shareholders and proxies attending not less than half of total number of shareholders holding shares amounting to not less than one-third of total number of shares sold. At any general meeting of shareholders, if one hour has passed from the time specified for the meeting and the number of shareholders and the aggregate number of shares held by the shareholders attending the meeting is still inadequate for a quorum, and if such meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was called by the Board of Directors, the meeting shall be called once again and the notice calling such meeting shall be delivered to the shareholders not less than 7 days prior to the date of the meeting. In the subsequent meeting a quorum is not required. The Chairman of the Board of Directors shall preside at every general meeting of shareholders. If the Chairman of the Board is not present at a meeting, or cannot perform his duty, and if there is a Vice-Chairman, the Vice-Chairman present at the meeting shall be the chairman of the meeting. If there is no Vice-Chairman, or if the Vice-Chairman cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting. Article 35 The agendas which an Annual General Meeting of Shareholders shall require are as follows: (1) To consider the Board of Director’s declaration of the past operational results.

Taokaenoi Food & Marketing Public Company Limited 67 (2) To consider and approve the Company’s Balance Sheet and Profit and Loss Statement of the past fiscal year. (3) To approve the appropriation of the profit and capital reserve. (4) To approve the appointment of a new director in replacement to a director who are due to retire by rotation and setting a remuneration. (5) To approve the appointment of the Company’s auditor and setting a remuneration. (6) To consider other issues. Article 37 The chairman of the general meeting of shareholders has the duty to conduct the meeting in compliance with the laws and Articles of Association relating to meetings and follow the sequence of the agenda specified in the notice calling for the meeting, provided that the meeting may pass a resolution allowing a change in the sequence of the agenda with a vote of not less than two-thirds of the number of the shareholders present at the meeting. If the consideration of the matters referred to in the first paragraph is finished, the shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting. If the meeting has not concluded the consideration of the matters according to the sequence of the agenda and/or the matters raised by the shareholders, as the case may be, and it is necessary to postpone the consideration of the meeting, the meeting shall determine the place, date and time for the next meeting and the Board of Directors shall, not less than 7 days prior to the date of the meeting, deliver to the shareholders notice calling the meeting which indicates the place, date, time and agenda of the meeting. The notice calling the meeting shall also be published in a newspaper for a period of 3 days in consecutive at least 3 days prior to the date of the meeting. Article 40 The Board of Directors shall arrange for making a balance sheet and a profit and loss statement on the last day of the fiscal year of the Company and submit them to the Annual General Meeting of Shareholders. Prior to submitting them to a Shareholders’ Meeting, the Board of Directors shall arrange for the balance sheet and the profit and loss statement to be audited. Article 41 The Board of Directors shall send the following documents to the shareholders together with the notice calling an Annual General Meeting. (1) Copies of the audited balance sheet and profit and loss statement together with the report from the auditor thereon; (2) Annual report of the Board of Directors. Article 42 The Annual General Meeting shall appoint the auditor and set a fee of auditing. The same auditor can be reappointed in each subsequent year. However, the auditor must not be a director, staff, employee or holding any position in the Company. The Company must rotate the auditor according to the laws relating to securities and capital market and/or related laws. Article 43 The Company’s auditors are responsible to attend every Shareholders’ Meeting whenever there occurs the agenda of considering the Company’s Balance Sheet, Profit and Loss Statements and any accounting difficulties of the Company in order to provide explanation on accounting audit to shareholders. The Company shall deliver all related reports and documents necessary for shareholders to its auditors as well. The auditor has the right to examine, at any time during the office hours of the Company, all

68 Notice of 2019 Annual General Meeting of Shareholders books of account, documents and any other evidence relating to the Company’s income, expenses, assets and liabilities. For this purpose, the auditor shall be entitled to ask any of the Company’s directors, staff members, employees, responsible persons, and agent to provide any related clarification or documents in respect of the Company’s operation. The auditor shall make a report relating to the balance sheet and accounting which must be stated that the balance sheet was done correctly and truly represents the Company’s business and operation and submit such report to the General Meeting of Shareholders. Proxy and Voting Article 32 At a general meeting of shareholders, a shareholder may authorize a person who is sui juris as his proxy to attend the meeting and vote on his behalf. The appointment shall be made in writing with the date specified and signed by the principal in accordance with a form designated by the Registrar. The proxy shall be submitted to the Chairman of the Board, or to the person designated by the Chairman of the Board, at the place of the meeting before the proxy attends the meeting. Article 34 In casting a vote, one share shall have one vote and resolution of shareholder’s meeting shall be passed by following votes; (1) In a general case, resolution shall be passed by a majority casted by shareholders who attend the meeting and cast their votes. In the event of a tie vote, the Chairman of the meeting shall have a casting vote. (2) In the following cases, resolution shall be passed by a vote of not less than three-fourth of total votes of shareholders who attend the meeting and cast their votes. (a) The sale or transfer of the whole or important parts of the Company’s business to shareholders; (b) The purchase or acquire of the other company’s business or those of private company by the Company; (c) The executing, amending, terminating of contracts with respect to granting a rent of the whole or important part of the Company’s business, assignment of the management of the Company’s business to any other person or merging of the business with other persons in order to share profit and loss; (d) The amending of the Company’s Memorandum or Articles of Association; (e) The increasing or reducing of the Company’s registered capital or issuing debenture; (f) The merger or dissolution of the Company (g) The debt restructuring by issuing new shares for repayment to creditors according to a conversion of debt into equity plan; (h) The other matters which are provided by laws relating to securities and capital market. Directors’ Qualifications, Election and Rotation of Directors Article 14 The General Meeting of Shareholders shall elect Directors by a majority vote of shareholders who attend the meeting and cast their votes in accordance with the following rules and procedures: (1) A shareholder shall have one vote for each share he holds or represents (2) At the election of Directors, the shareholders shall vote for each individual candidate

Taokaenoi Food & Marketing Public Company Limited 69 nominated for Directors. (3) The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as Directors in that order until all of the Director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of Directors to be exceeded, the remaining appointment shall be made by the chairman of the meeting who shall have a casting vote. Article 15 At the Annual General Meeting of Shareholders, one-third of the Directors, or if their number is not multiple of three, then multiple the number nearest to one-third, must retire from the office. The Directors are retiring from office in the first and second years after registration ofthe conversion to public limited company shall be done by drawing. In subsequent years, the Director who has held office longest shall retire. A retiring Director is eligible for re-election. Directors’ Remuneration and Bonus Article 16 Directors are entitled to receive remuneration from the Company in a form of financial award, attendance fee, premium, bonus or other benefits provided by the Articles of Association or the approval by shareholders meeting which may specify the fixed amount or lay down the rules to be temporarily effective for each time or permanently until it is amended. In addition, Directors are entitled to receive an allowance and welfares of the Company in accordance with the Articles of Association. The first paragraph shall not affect the rights of employee or staff who is appointedto be Directors to still be entitled to receive remuneration and benefit as the employee or staff of the Company. Payment of remuneration in the first and second paragraph must not contradict to or in conflict with an independence qualification of Directors required by laws relating to securities and capital market. Dividend Payment Article 44 Do not pay dividends from other funds other than profit. If the Company is running an accumulated deficit, payment of dividends is prohibited. Unless otherwise required by the Articles of Association for a preference share, dividend shall be equally paid for each share. Payment of dividend shall be approved by the shareholder’s meeting. The Board of Directors may pay interim dividends to shareholders from time to time, if the Board considers that the profits of the Company justify such payment, and after the dividends have been paid, such dividend payment shall be reported to the Shareholders Meeting at the following General Meeting of Shareholders. Payment of dividends shall be made within one month from the date of the meeting of the Board of Directors or of the resolution of the General Meeting of Shareholders as the case may be. The shareholders shall be notified in writing of such payment of dividends and the notice shall also be published in a newspaper. An interest on dividends shall not be applied if dividends are paid within a period specified by the laws. Article 45 The Company shall allocate not less than five percent of its annual profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attains an amount not less than ten percent of the registered capital.

70 Notice of 2019 Annual General Meeting of Shareholders Attachment 5.3 Voting, Counting, and Announcement of the Vote in the Annual General Meeting of Shareholders Criteria on Voting General Agenda: 1. A voting in each agenda shall be made openly which one share shall be entitled to one vote. Shareholder or proxy shall make only one vote for approval, disapproval or abstention. The allocation of voting is not allowed (except voting of the Custodian which is able to split their votes in each proxy by using Proxy Form C). 2. In case of proxy: 2.1 The proxy shall vote in accordance with the determination given by the shareholder as specified in the Proxy Form. Any vote not in accordance with the Proxy Form is invalid and shall not be counted as the vote of the shareholder. 2.2 In case the shareholder does not specify the determination or the determination is unclear, or the Meeting considers or resolves any agenda other than that specified in the Proxy Form, or there is any change or increment of fact, the proxy shall be authorized to consider and vote on such matter as he or she deems appropriate. Agenda on Appointment of Directors: In accordance with Clause 14 of the Company’s Articles of Association, shareholder or the proxy shall have one vote for each share and the procedures for voting shall be as follows: 1. At the appointment of Directors, the shareholder shall vote for each individual candidate nominated for Directors, but not exceeding the number of Directors required for that appointment. The vote shall not be distributed. 2. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of Directors to be exceeded, the remaining appointment shall be made by the Chairman of the Meeting who shall have a casting vote. Procedures for Voting in each Agenda The Chairman shall inform the Meeting the details of voting procedures as follows: 1. Before casting the votes in each agenda, the Chairman of the Meeting will give opportunity to the meeting attendees to inquire on the issues related to such agenda as appropriate. In this regard, the meeting attendee who wishes to inquire or make comment, please notify name and surname to the meeting before making any inquiry or comment. 2. The Chairman shall propose the Meeting to vote in each agenda by asking time by time whether there is any shareholder disapprove or abstain and ask such person to mark in the box “disapprove” or “abstain” in the voting ballots and raise his/her hand in order for the officer to collect the voting ballots and count

Taokaenoi Food & Marketing Public Company Limited 71 the votes. In voting counting, the Company will use the method of deducting the disapproved votes, abstain votes and the invalid voting ballots from all of the votes. The remaining votes will be deemed as the approved votes. 3. A Shareholder or proxy shall make only one vote for approval, disapproval or abstention. (except for the vote of Custodian which the allocation of the vote is allowed as specified in the Proxy Form). Counting and Announcement of the Vote Prior to the Meeting, the Company shall inform that the counting of votes for each agenda shall be made from the voting of shareholder or proxy present at the Meeting with the right to vote. The vote result of every agenda shall be informed to the Meeting before the Meeting is finished. Resolution of the Meeting shall consist of the following votes: 1. General case: the resolution shall be passed by a simple majority vote of the shareholders present at the meeting and cast their votes. Other case which the law or the Company’s Articles of Association stipulated otherwise: the resolution shall conform to the law or the Company’s Articles of Association which the Chairman shall inform the Meeting before voting in each agenda. 2. In the event of a tie vote, the Chairman of the Meeting shall have a casting vote. 3. A shareholder who has any special interest in a resolution cannot vote on such resolution, except for voting on the appointment of Directors. A shareholder having special interest or proxy of such shareholder may be invited by the Chairman to temporarily leave the Meeting. 4. A secret voting may be made upon the request of at least five shareholders and the Meeting resolves accordingly. The Chairman shall specify the method for such voting and inform the Meeting before voting in the agenda resolved to vote secretly.

72 Notice of 2019 Annual General Meeting of Shareholders Attachment 5.4 Profiles of the Independent Directors Proposed by the Company to Act as Proxy for Shareholders (Excluding directors to be retired by rotation in the year 2019) Conflict of Age Interests Name Position Address in the (year) Proposed Agenda 1. Mr. Yuth 71 - Chairman of the Board of Director 337 Bond - Worachattarn - Independent Director Street, - Member of Audit Committee Bangpood, - Member of Nomination and Pakkred, Remuneration Committee Nonthaburi 11120 2. Mrs. Wanee 64 - Member of Audit Committee Thasanamontien - Chairman of the Audit Committee - Member of Nomination and Remuneration Committee

Profiles of the Independent Directors 1. Mr. Yuth Worachattarn

Age 71 Current Position Chairman of the Board of Director Independent Director Member of Audit Committee Member of Nomination and Remuneration Committee Education Education Major University Master Degree Economics (International Program) Thammasat University Bachelor Degree Economics (Honors) Thammasat University Certifications from the Thai Institute of Director (IOD) courses - Advance Audit Committee Program ( AACP) Batch 28, 2018 - Strategic Board Master Class (SBM) Batch 5, 2018 - Ethical Leadership Program (ELP) Batch 2, 2015 - Corporate Governance for Capital Market Intermediaries (CGI) Batch 6, 2014 - Financial Institutions Governance Program (FGP) Batch 6, 2013 - Monitoring of the Quality of Financial Reporting (MFR) Batch 12, 2010 - Chartered Director Class (R-CDC) Batch 3, 2008 - Role of the Chairman Program (RCP) Batch 8, 2003

Taokaenoi Food & Marketing Public Company Limited 73 - Directors Certification Program (DCP) Batch 0, 2000 Positions held in other listed company Terms Position Company 2016- Present Chairman of the Board of Saha Thai Terminal PCL Directors Member of the Audit Committee 2016- Present Chairman of the Board of Grand Prix International PCL Directors 2003 -Present Chairman of the Board of Maybank Kim Eng (Thailand) Directors / Member of the PCL Audit Committee Positions held in non-listed company Terms Position Company 2017 - Present Director / Chairman Nutrix PCL of the Audit Committee 2017 - Present Chairman of the Board of SCB Protect Co., Ltd. Directors 2015 - Present Director B.S.Y. Construction Co., Ltd. 2015 - Present Director/ Chairman of BSY Group PCL the Audit Committee 2010 - Present Director/ Chairman of Saha Thai Steel Pipe PCL the Audit Committee Working experience for the last 5 years Terms Position Company 2004 - 2015 Chairman of the Board of Siam Commercial Leasing PCL Directors 2004 - 2015 Chairman of the Board of Preecha Group PCL Directors Family Relation among Director and Executives - None– Amount of shares held in the company (including that of spouse and/or minor child) Held by self : - None- Held by spouse and/or minor child : - None- Meeting Attendance of the last year 1. The Board of Directors Meeting 11/11 times 2. The Audit Committee Meeting 4/4 times 3. The Nomination and Remuneration Committee Meeting 2/2 times 4. The Annual General Meeting of Shareholders 2018 1/1 time

2. Mrs. Wanee Thasanamontien Age 64 Current Position Independent Director Chairman of Audit Committee Member of Nomination and Remuneration Committee

74 Notice of 2019 Annual General Meeting of Shareholders Education Education Major University Master Degree Public Administration Chulalongkorn University Bachelor Degree Laws Thammasat University Bachelor Degree Accounting Thammasat University Certifications from the Thai Institute of Director (IOD) courses - Advanced Audit Committee Program (AACP) Batch 18, 2015 - Financial Institutions Governance Program (FGP) Batch 4, 2012 - Directors Certification Program (DCP) Batch 138, 2010 Positions held in other listed company - None – Positions held in non-listed company - None – Working experience for the last 5 years Terms Position Company 2010 - 2014 Principal Advisor Strategic Tax Revenue Department of on Thailand 2010 - 2014 Representative Director of Wasted Management Ministry of Finance Authority of Thailand 2014 - 2014 Representative Director of Thailand Institute of Scientific Ministry of Finance and Technological Research Family Relation among Director and Executives - None- Amount of shares held in the company (including that of spouse and/or minor child) Held by self : - None- Held by spouse and/or minor child : - None- Meeting Attendance of the last year 1. The Board of Directors Meeting 11/11 times 2. The Audit Committee Meeting 4/4 times 3. The Nomination and Remuneration Committee Meeting 2/2 times 4. The Annual General Meeting of Shareholders 2018 1/1 time

Taokaenoi Food & Marketing Public Company Limited 75 2018 Annual Report Requisition Form

Attention: Investor Relations Department Taokaenoi Food & Marketing Public Company Limited (the “Company”)

Name Surname

No. Village/Building

Soi Road Subdistrict

District Province Passcode

Telephone number E-mail I would like to obtain the printed form of the 2018 Annual Report of the Company which having the same content with website: http://investor-th.taokaenoi.co.th/ar/html

** Please fill the complete information regarding name address and telephone

After completion of the information above, please return this form to the Company or direct request at:

Investor Relations Department Taokaenoi Food & Marketing Public Company Limited 337 Bond Street, Bangpood, Pakkred, Nonthaburi 11120 Tel. +66 2984 0666 ext. 316 Fax. +66 2984 0118 E-mail [email protected]

76 Notice of 2019 Annual General Meeting of Shareholders Place of 2019 Annual General Meeting of Shareholders. Grand Ballroom 5th Floor S31 Sukhumvit Hotel No. 545, Soi Sukhumvit 31, Klongtoey-Nua, Wattana, / Bangkok, 10110 0 2260 1111

GPS 13.733303, 100.565879

Car Parking : Parking at hotel with capacity around 250 cars or RSU Building beside the hotel with capacity around 250 cars.

BTS sky train : Stop at Prom Phong Station, and take the Exit no.5. Walk around 150 m.

Bus Route : 40, PorOr. 40, 38, Por Or. 514

Taokaenoi Food & Marketing Public Company Limited 77 78 Notice of 2019 Annual General Meeting of Shareholders