According to Section 31 of Thailand’s Public Limited Companies Act B.E. 2535 (1992) (“PLCA”) and Article 29(2)(d) of ThaiBev’s Article of Association (“AOA”), they provide that the amendment of AOA, or the change in Bylaw, of the Company shall be endorsed by the Board and proposed to the shareholders’ meeting for approval with resolution not less than three-fourths (3/4) of the total number of votes cast by the shareholders who attend the meeting and have the right to vote.
(Thai PLCA refers to Articles of Association of Thai Beverage Public Company Limited ) ThaiBev recognizes the Group CEO succession planning as a critical component of effective corporate governance, business continuity, and long-term sustainable value creation. The Board of Directors, through the Nomination Committee (“NC”), oversees the Group CEO succession planning process to ensure that the Company maintains a strong leadership pipeline capable of executing its strategy, upholding its corporate values and culture, and advancing its sustainability commitments. The succession planning covers both emergency and long-term succession scenarios, with potential candidates assessed against a range of criteria, including strategic leadership, business performance, governance, risk management, stakeholder engagement, and the ability to drive sustainable growth across the organization.

The Nomination Committee (“NC”) is primarily responsible for the selection of suitable person by considering qualifications of the candidates in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company to be appointed as the Group CEO, and setting the procedures and the guideline for such selection in order to uphold transparency, performing duties according to applicable laws and/or regulations and the Listing Manual. Then, the NC shall propose the selected candidates, together with opinions and reasons for the decision, to the Board of Directors for consideration and approval.

The NC shall formulate a succession plan for the Group CEO to ensure the Company’s business continuity by preparing the talents to be able to succeed in case that the person retires, resigns, or cannot perform duties. In 2024, Mr. Thapana Sirivadhanabhakdi was redesignated from President and CEO to Group CEO, while the Company appointed a President and Group COO – Thailand and a President, and Group COO – International, intended to create career opportunities for professional executives to ensure sustainable business growth. As ThaiBev is incorporated in Thailand, its Memorandum of Association (“MOA”) and AOA must comply with applicable Thai law, including the PLCA. The MOA does not contain any provisions that limit directors’ personal liability to the Company or the shareholders of the Company for monetary damages for breach of a duty of care and fiduciary duty as Thai law does not allow the Company to limit the directors’ personal liability in the MOA. Furthermore, Article 21 of the AOA provides the duty of care and fiduciary duty of directors that the directors shall perform their duties in compliance with the applicable laws, the objectives and the AOA of the Company, as well as the resolutions of the shareholders’ meeting, with honesty, in good faith and with care to preserve the interests of the Company. Accordingly, ThaiBev does not provide any limitation on directors’ liability, except to the extent permitted under applicable Thai law.