- Translation -
Amendment of the Articles of Association of AIRA Factoring Public Company Limited.
No.2 “Parent Company ” means AIRA Capital Public Company Limited, during the ordinary shareholding exceeding 50 percent of the voting rights in the Company.
“Company” means AIRA Factoring Public Company Limited.
Management and administration for compliance with the management control policy of the Parent Company
No.48
For compliance with the management control policy of the Parent Company, the following cases must be approved by the Board of Directors of the Parent Company, or the shareholders meeting of the Parent
Company prior to the said approval of the Board of Directors meeting or the shareholders meeting of the
Company, (as the case may be):
(1) Approval from the Board of Directors of the Parent Company shall be obtained prior to the
Company entering into the following transactions:
(A)
(B)
Consideration on payment of an annual dividend and interim dividend (if any) of the
Company;
Amendment of the Company’s Articles of Association.
Items (c) to (k) are transactions deemed significant and such transactions, if entered into, will have an impact on a financial position and operating results of the Company. Prior to the
Board of Directors meeting of the Company, the Company’s directors and executive officers appointed by the Parent Company to hold a position in the Company, who will vote on the following matters, shall acquire approval from the Board of Directors of the Parent Company first. This is provided, however, that it is a case that the calculation of a transaction size entered into by the Company in comparison with size of the Parent Company, applies a rule prescribed in the Notification of the Capital Market Supervisory Board and Stock Exchange of Thailand Board entitled The Acquisition and Distribution of Assets, mutatis mutandis, and shall be within the approval criteria of the Board of Directors meeting of the Parent Company. Those transactions are as follows:
(C) If the Company agrees to enter into transactions with Connected Persons of the
Company, or transactions relating to the acquisition or disposition of assets of the
Company by applying, mutatis mutandis, a rule prescribed in the Notification relating to the Capital Market Supervisory Board and Stock Exchange of Thailand Board. This is provided, however, that it is a case where calculating the transaction size entered into by the Company in comparison with that of the Parent Company is in accordance with such criterion, and shall be within the approval criterion of the Board of Directors of the Parent
(D)
(E)
Company;
Transfer or waiver of benefits, including the waiver of claims against those causing damage to the Company;
Sale or entire business transfer or partial business transfer of the Company’s businesses to other person;
Certified correct translation
(Ms. Luxsiri Supakijjanusorn)

- Translation -
(2)
(F)
(G)
(H)
(I)
(J)
(K)
Purchase or receipt of the transfer by the Company of another Company’s business by the Company;
Entry into, amendment or termination of contracts relating to a lease of the entire or a partial business of the Company, assigning another person to manage the
Company’s business, or a merger with other person;
Leasing or hire-purchase of the entire or a partial business of the Company or assets;
Borrowing, lending, provision of credit, guarantees, performance of a juristic act binding on the Company to bear an increased financial burden, or the provision financial assistance in any manner to other person, and not being a normal business of the
Company;
The winding-up of the Company. This is provided, however, that it is a case where the winding-up Company’s size calculation in comparison with the size of the Parent
Company, applies a rule prescribed in Notification of the Capital Market Supervisory
Board and Notification of the Stock Exchange of Thailand Board entitled The
Acquisition or Disposition of Assets, mutatis mutandis; this is provided, however, that it is a case where the size of a transaction entered into by the Company in comparison with that of the Parent Company shall be within the approval criterion of the Board of
Directors meeting of the Parent Company;
Any transaction other than normal business transactions of the Company and being a transaction which significantly impacts the Company. This is provided, however that it is a case where the calculation of the size of any other transaction than the normal business transactions of the Company in comparison with that of the Parent Company, applies a rule prescribed in the Notification of the Capital Market Supervisory Board and Notification of the Stock Exchange of Thailand Board entitled The Acquisition or
Disposition of Assets, mutatis mutandis; this is provided, however that it is a case where the calculation of the size of transaction entered into by the Company in comparison with that of the Parent Company shall be within the approval criterion of the Board of
Directors meeting of the Parent Company.
Subjects requiring approval from a meeting of the Parent Company’s shareholders before the
Company enters into transactions:
(A) In case where the Company agrees to enter into transactions by Connected Person of the
Company, or transactions relating to the acquisition or disposition of assets of the
Company by applying, mutatis mutandis, a rule prescribed in the Notification relating to the Capital Market Supervisory Board and Stock Exchange of Thailand Board (as the case may be). This is provided, however, that it is a case that, when calculating the
(B) transaction size entered into by the Company in comparison with that of the Parent
Company in accordance with such criterion, is within the approval criterion of the shareholders meeting of the Parent Company;
Capital increase by the Company’s issuance of capital increase shares and allocation of shares, including decrease of the registered capital not in proportion to the existing shareholding by the shareholders, resulting in the reduction in the proportion of both direct and indirect shareholding in the Company by the Parent Company at a rate exceeding 10 percent of the paid-up capital of the Company; or resulting in the reduction
(C) in the proportion of both direct and indirect shareholding in the Company by the Parent
Company at a rate of less than 50 percent of the paid-up capital of the Company;
Any other action which could result in the reduction in the proportion of both direct and indirect shareholding in the Company by the Parent Company at a rate exceeding 10 percent of the paid-up capital of the Company; or resulting in the reduction in the proportion of both direct and indirect shareholding in the Company by the Parent
Company at a rate less than 50 percent of the paid-up capital of the Company when entering into any other transaction other than normal business transactions of the
Company;
Certified correct translation
(Ms. Luxsiri Supakijjanusorn)

- Translation -
(D)
(E)
The winding-up of the Company. This is provided, however, that it is a case when calculating the size of the Company in comparison with that of the Parent Company, a rule prescribed in the Notification of the Capital Market Supervisory Board and
Notification of the Stock Exchange of Thailand Board entitled The Acquisition or
Disposition of Assets, must be applied mutatis mutandis; as well as when calculating the size of a transaction entered into by the Company in comparison with that of the Parent
Company, it shall be within the approval criterion of the shareholders meeting of the
Parent Company;
Any other transaction than normal business transactions of the Company and being a transaction which significantly impacts the Company. This is provided, however, that it is a case when calculating the size of any other transaction than normal business transactions of the Company in comparison with that of the Parent Company, a rule prescribed in the Notification of the Capital Market Supervisory Board and Notification of the Stock Exchange of Thailand Board entitled The Acquisition or Disposition of
Assets, must be applied mutatis mutandis; as well as when calculating the size of a transaction entered into by the Company in comparison with that of the Parent Company, it shall be within the approval criterion of the shareholders meeting of the Parent
Company.
No.49
. Directors and executive officers of the Company shall have the following duties:
(1) Directors and executive officers of the Company must accurately and completely disclose
(2)
(3) information about the financial position and results of operations, Related Party Transaction of the
Company, as well as the acquisition or disposition of significant assets, to the Parent Company within a reasonable time as determined by the Parent Company. The Board of Directors of the
Company shall consider the Related Party Transaction and the acquisition or disposition of significant assets of the Company by applying the relevant Notification of the Capital Market
Supervisory Board and Notification of the Stock Exchange of Thailand Board, mutatis mutandis.
Directors and executive officers must disclose and deliver information about their interests and
Related Person, to the Board of Directors of the Company in order to make it known with regard to the relationships and transactions made with the Company that are in a manner which may cause a conflict of interest; and avoid making a transaction that might pose a conflict of interest with the Company or Parent Company. The Board of Directors of the Company has the duty to notify such matter to the Board of Directors of the Parent Company within a time period prescribed by the Parent Company, to support any consideration, decision or approval. Such consideration shall take into account the overall interests of the Company and the Parent
Company. The directors of the Company must not participate in the approval of any matter in which he or she has direct and indirect self-interest, or a conflict of interest.
The following acts causing directors, executive officers or Related Person of the
Company to gain financial benefit other than that normally received, or resulting in damage to the
Company or Parent Company, shall be presumed as acts which are significantly contradictory to or conflicting with the interests of the Company.
(A) Transactions between the Company and its directors, executive officers or Related Person of the Company not complying with a rule on the making of the connected transactions;
(B) Usage of the data of the Parent Company or Company unless it is data which has been publicly disclosed;
(C) Use of a property or business opportunity of the Company or subsidiaries in the same manner as the Parent Company and in violation of a rule or common practice set forth in the
Notification of the Capital Market Supervisory Board.
Directors and executive officers of the Company must report a business operation plan, business expansion, large investment projects and a joint venture with other operators to the Parent
Company via a monthly performance report, as well as clarify or submit information or documents in support of the consideration of such circumstances when requested to do so by the Parent
Company.
Certified correct translation
(Ms. Luxsiri Supakijjanusorn)

- Translation -
(4)
(5)
(6)
Directors and executive officers of the Company are required to submit information or documents relating to the Company’s operations to the Parent Company upon receiving an appropriate request.
Directors and executive officers of the Company are required to clarify or submit supplementary documents to the Parent Company in the event that the Parent Company has detected any significant issues.
Directors of the Company must provide an internal control system that is appropriate and careful enough to prevent corruption that may occur to the subsidiary Company; and should make available a clear system in order to show that the Company has an adequate system for the disclosure of data and in making significant transactions pursuant to a prescribed rule that are continuous and reliable; and has a channel for directors and executives of the Parent Company to be able to obtain information of the Company so as to efficiently monitor the results of performance and financial status, transactions made between the Company and directors and executive officers of the Company and significant transactions made by the Company and shall make available a mechanism to inspect the said working system in the Company by a team of internal auditors and independent directors of the Parent Company who can gain direct access to the data. A report on the results of such system inspection shall then be made and furnished to the directors and executive officers of the Parent Company in order to ensure that the Company has regularly followed the said internal control system.
No.50
. Directors, executive officers, staff, employees or assigned persons from the Company, including the spouses and non sui juris child of such persons, shall be prohibited from using the internal information of the Parent Company and Company derived from acts in accordance with the duties or in any other way, that has or may have a significant impact on the Company and/or Parent Company, for the benefit of themselves or others; whether directly or indirectly and whether they were remunerated or not.
No.51
. Directors, executives or Related Person of the Company can enter into transactions with the Company after the said transactions have been approved by the Board of Directors of the Company and/or Board of
Directors of the Parent Company, or shareholders of the Company and/or shareholders of the Parent
Company (as the case may be), in accordance with the calculated transaction size by applying a rule as prescribed in the Notification on Connected Transactions and relevant rules of the Office of the Securities and Exchange Commission and Stock Exchange of Thailand, mutatis mutandis - unless it is a transaction that is a commercial agreement - in the same manner as a person with ordinary prudence should do to a ordinary party in the same situation, with trade bargaining power free from any influence of their status as directors, executives or Related Persons, as the case may be. It must be a trade agreement approved by the
Board of Directors of the Parent Company or in accordance with the principles already approved by the
Parent Company.
All requirements in the Management and Administration for Compliance with the Management
Control Policy of the Parent Company shall be effective as long as the Parent Company is still the Parent Company or has a controlling power in the affairs over the Company. The definition of the Parent Company and its controlling power in the business affairs shall be governed by laws on Securities, and the Securities and Exchange Commission.
Certified correct translation
(Ms. Luxsiri Supakijjanusorn)