Supalai (Public) Company Limited requires directors and executives to report their interests or those of related persons whose interests relate to the management of the Company or its subsidiaries to the Company. This is to allow the Company to have information to support its operations under the requirements relating to connected transactions. Such transaction may cause a conflict of interest and lead to the transfer of interests of the Company and its subsidiaries. In addition, directors and executives must perform fiduciary duties. They shall make decision without direct or indirect interests. As a result, information in such report is useful for monitoring the directors and executives to perform their duties in accordance with such principles, which is based on the Notification of the Capital Market Supervisory Board No. ThorJor 2/2552, Re: Reporting of Interests of Directors, Executives and Related Persons.

To acknowledge which connected transactions are considered to be connected transactions in determining the information of directors and executives required to report based on the Securities and Exchange Act B.E. 2534 (1991) as amended B.E. 2562 (2019) (Section 89/12), it stipulates that the Securities and Exchange Commission (SEC) shall determine the details and supervise the connected transactions of the listed companies. Accordingly, the SEC refers to the use of definitions in accordance with the Notification of the Capital Market Supervisory Board No. ThorJor 21/2551, Re: Rules on Connected Transactions.

Additionally, ThorJor 21/2551, Article 3, stipulates that the transaction between the Company or its subsidiaries and the directors, executives or related persons of the Company pursuant to Article 89/12 (Transactions of directors, executives or related persons holding shares of shares or having interests, directly or indirectly: Refer to sections relating to connected transactions) and Section 89/13 (Disclosure of the relationship between the transaction and the Company's ordinary business: Refer to only sections relating to connected transactions) requires the Company to comply with the Notification of the Securities and Exchange Commission mutatis mutandis. It also requires listed companies to comply with the rules set by the Stock Exchange mutatis mutandis.

Accordingly, regarding definitions, the Company refers to the relevant notifications as follows:

  1. Securities and Exchange Act (Section 89/12)

  2. Notification of the Capital Market Supervisory Board No. ThorJor. 21/2551, Re: Rules on Connected Transactions

  3. Circular No. SEC.Chor.(Wor) 38/2551, Re: Instructions for Compliance with Section 89/12 (1) of the Securities and Exchange Act (No. 4) B.E. 2551 (2008)

  4. Notification of the Securities and Exchange of Thailand, Re: Disclosure of information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (2003)

To comply with applicable laws, Supalai Public Company Limited (the "Company") therefore establishes this policy and the rules, including the form to determine the methods of reporting of interests and to allow the Company to have necessary information for monitoring the interests and transactions that may cause conflicts of interest of the directors and executives of the Company, which will help the Company, directors and executives perform duties in accordance with the laws prescribed and prevent conflicts of interest.