Charter of Corporate Governance Committee

Charter of Corporate Governance Committee
    The Company has continued to develop the corporate governance affairs, in accordance with the
organization’s development concept of business operation geared up to sustainable growth. Therefore, the
Company has established the Corporate Governance Committee to be in charge of supervising and
promoting the Company’s effective and transparent management. The Committee’s work takes into account
responsibility to the society and environment, creating creditability, and developing the business toward
sustainable growth.

1. Definition
    In the charter, “the Company” refers to Matching Maximize Solution Public Company Limited and/or the
subsidiaries

2. Appointment
    The Board of Directors appoints the Corporate Governance Committee, consisting of at least three
members, two of whom are independent directors.
The Board of Directors shall appoint a member of the Corporate Governance Committee as the chairman of
the Corporate Governance Committee.
The Board of Directors or the chairman of the Corporate Governance Committee hold the power to appoint
a person or persons, as deemed appropriate, to be the secretary of the Corporate Governance Committee
to perform secretariat functions serving the Corporate Governance Committee.

3. Qualifications and forbidden qualifications
    The members of Corporate Governance Committee must possess the following qualifications and not hold
the following forbidden qualifications.
    3.1. Be a director but not be the chairman of the Board of Directors or the Chief Executive Officer
          or other positions equivalent to the position of the Chief Executive Officer.
    3.2. Possess the qualifications and most not possess forbidden qualifications as specified by the
          Public Company Act as well as related laws.
    3.3. Possess knowledge, abilities and experience, which are beneficial to performance of duties as a
          director in the Corporate Governance Committee; and devote sufficient time to performing duties in order to ensure that the                  performance of the Corporate Governance Committee achieves the objectives of the Corporate Governance Committee.

4. Duties and Responsibilities
The Corporate Governance Committee holds the following duties and responsibilities.
4.1 Establish corporate governance policies, business ethical principles, anti-corruption policies,
      sustainability management policies, which are in compliance with the laws; and propose them
      to the Board of Directors for approval and subsequent implementation at all levels.
4.2 Promote and support the Company’s business operation to ensure that it complies with the
      Company’s corporate governance policies, code of ethical business, anti-corruption policies,
      and sustainability management policies; and provide suggestions in regard to operation or
      operation guidelines in order to ensure the compliance with the aforementioned policies.
4.3 Evaluate and review the corporate governance policies, code of ethical business, anticorruption policies, sustainability
      management policies, and related operation guidelines to
      ensure the compliance with the laws least once a year; and suggest certain aspects of
      amendment to such policies to the Board of Directors for approval of the suggested amendment.
4.4 Oversee and provide suggestions regarding operation in the aspect of corporate social
      responsibility (CSR) to ensure that it is carried out in accordance with the established
      sustainability development policies.
4.5 Supervise and provide suggestions in regard to the audit process in order to prevent risks, in
      accordance with the anti-corruption policies; monitor and report the performance of operation
      under anti-corruption policies to the Board of Directors for the Board’s acknowledge on a regular basis.
4.6 Supervise the operation of the corporate governance unit in order to ensure that it is carried
      out in compliance with the Company’s corporate governance policies, code of ethical business,
      anti-corruption policies, sustainability management policies, and related operation guidelines.
4.7 Consider rewarding for performance of the corporate governance unit
4.8 Report the performance of the Corporate Governance Committee and disclose such
      performance in the annual report.
4.9 Determine principles and operation guidelines; and consider as well as arrange for ways to
      receive complaints; and present the summary such complaints to the Board of Director.
4.10 Perform any other corporate governance –related duties as assigned by the Board of Director

    Under the scope of responsibilities, the Corporate Governance Committee is authorized to determine
principles and operation guidelines under their responsibilities. In addition, the Corporate Governance
Committee is also authorized to order the management, department heads or relevant employees to provide
opinions, attend the meetings or submit necessary relevant documents. Furthermore, under the scope of
responsibilities in this charter, the Corporate Governance Committee is eligible to seek advice from external
independent advisor or any experts in other professional fields, provided that such advice is necessary and
appropriate. The expenses arising from such advice are responsible by the Company.
    The Corporate Governance Committee holds direct responsibilities to the performance of the Board of
Directors and the Board of Directors is responsible for all transactions the Company has done with third
parties

5. Term and remuneration
    A member of the Corporate Governance Committee shall serve the term equivalent to the term of the
position of the Company’s directors.
    When a member is about to leave the position or in case there is any event that a member is unable to
complete his/her term, the Board of Directors shall appoint a replacement and ensure the number of the
members of the Corporate Committee meets the minimum requirement within three months at the latest,
starting from the day of the shortage in number of members.
    In case a member completes the term but the Board of Directors is yet to appoint a replacement, the leaving
member shall remain in the position until his/her replacement is appointed.
    A member of the Corporate Governance Committee who has completed the term may be reelected. In
addition to the expiration of the term, a member of the Corporate Governance Committee shall leave if he or
she lacks qualifications and has forbidden qualifications as stated in Section 3 above. 3. Members of the Corporate Governance Committee
shall receive appropriate remuneration in accordance
with their responsibilities and the remuneration shall be approved by shareholders and the amount of the
remuneration shall be disclosed in the Company’s annual report.

6. Meeting
    Meetings can be called as the Corporate Governance Committee or the chairman of the Corporate
Governance Committee views necessary and appropriate. However, at least two meetings a year must be
organized.
    In calling a meeting, the chairman of the Corporate Governance Committee or the secretary of the
committee under supervision of the chairman informs the directors no less than seven days prior to the
meeting, except for certain emergency cases that other means of meeting invitation or calls for meetings
with a shorter notice are allowed.
    The Corporate Governance Committee meeting must be attended by at least half of the members to be
considered a quorum. In case the chairman of the Corporate Governance Committee is unable to perform
his/her duty, the attending members may assign any member to chair the meeting.
    A resolution of the Corporate Governance Committee is derived from majority votes of the committee
members participating in the meeting, each of whom has one vote. If the voting results in a tie, the chair
of the meeting shall cast an additional decisive vote. The secretary of the committee has no voting right.
    Any members who stand to gain or lose in any particular issues to be considered in the meeting agenda
must inform the issues to the meeting, have no voting right and leave the meeting. However, they can
remain in the meeting, provided that there is unanimous votes from the meeting attendees, excluding the
members who stand to gain or lose in particular issues, to allow such members who stand to gain or lose in
particular issues to be present in the meeting and clarify some issues to the meeting so that the meeting
can come up with a carefully considered resolution. However, such participants have to voting right
    The Corporate Governance Committee is authorized to invite the management or related parties as
appropriate to attend the meeting and clarify relevant issues.

7. Report
    The Corporate Governance Committee reports the operation to Board of Directors, as they deem
appropriate.

The reviewed charter of the Corporate Governance Committee was approved by the meeting resolution of
Board of Directors No. 2/2022, dated February 23, 2022.

(Mr. Sansrit Yenbamrung )
Chairman of the Board of Directors