Proxy Form B (Voting is clearly and definitely specified)

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1 Proxy Form B (Voting is clearly and definitely specified) Duty Stamp 20 Baht Place Date Month B.E. (1) I/We Nationality Address Road Sub-district District Province Postal code (2) being a shareholder of Samart Corporation Public Company Limited holding shares with voting right as follows: ordinary shares with voting right preference shares with voting right (3) hereby appoint 1. Age years Residing at No. Road Sub-district Please mark a sign in front of only one proxy s name District Province Country Postal code, or 2. Dr. Tongchat Hongladaromp Chairman / Independent Director / Audit Committee Member / Chairman of the Nominating & Compensation Committee Age 79 years Address No. 38/13 Soi Lardprao 35, Lardprao Road, Lardyao, Jattujak, Bangkok or 3. Mr. Pradang Prichayangkun Vice Chairman / Independent Director / Chairman of the Audit Committee / Corporate Governance Committee Member / Nominating & Compensation Committee Member Age 83 years Address No.16/84 Suksan Village, Vibhavadi-Rangsit Road 58, Talad Bangkhen, Laksi, Bangkok or 4. Mr. Seri Suksathaporn Independent Director / Audit Committee Member / Nominating & Compensation Committee Member / Chairman of the Corporate Governance Committee Age 81 years Address No. 19/268 Moo 2, Soi Karnkehabangbua, Vibhavadi-Rangsit 60 Road, Talad Bangkhen, Laksi, Bangkok or 5. Mr. Prinya Waiwatana Independent Director / Corporate Governance Committee Member Age 70 years Address No. 473 Muangthong 2/1 Village, Moo 6, Soi Pattanakarn 74, Pattanakarn Road, Pravet, Bangkok Just only one as my/our proxy to attend and vote on my/our behalf at the 2018 Annual General Meeting of Shareholders on Friday 27 th April 2018 at p.m. at Magic 3 Room, 2 nd Floor, Miracle Grand Convention Hotel, No. 99 Vibhavadi Rangsit Rd., Laksi, Donmuang, Bangkok or at any adjournment thereof. (4) I/We appoint a proxy to vote on my/our behalf at this meeting as follows: Agenda 1 To consider and approve the Minutes of the 2017 Annual General Meeting of Shareholders held on April 25, Agenda 2 To acknowledge the Company s 2017 operating results and the Annual Report. (This agenda is for acknowledgement, therefore there is no vote casting) Agenda 3 To consider and approve the Company s Statements of Financial Position and Profit and Loss Statement for the year ended December 31,

2 Agenda 4 To consider and approve the appropriation of legal reserve and dividend payment for Agenda 5 To consider and approve the appointment of Company s Directors and Audit Committee s members to replace of those who will retire by rotation for Approve with the appointment of the Board of Directors by individual basis 1) Mr. Chroenrath Vilailuck 2) Mrs. Siripen Vilailuck 3) Mr. Sirichai Rasameechan Approve with the appointment of the Audit Committee s members 1) Mr. Seri Suksathaporn Agenda 6 To consider and approve to fix the remuneration of the Board of Directors and the Committees for Agenda 7 To consider and approve the appointment of Company s auditors for 2018 and fixing their remuneration. Agenda 8 To consider and approve the amendment of Article 30. in CHAPTER 5 SHAREHOLDER S MEETING of the Company s Article of Association, details are attached, Enclosure 8. Agenda 9 To consider and approve the decrease of the Company s registered capital of Baht 201,300,782 from Baht 1,207,804,692 to Baht 1,006,503,910 by reduction of 201,300,782 ordinary shares which been reserved for conversion of the exercise of right to purchase the newly issued ordinary shares of Samart Corporation Public Company Limited No.1 (SAMART-W Warrants) which has been expired with par value of Baht 1. 60

3 Agenda 10 To consider and approve the amendment of Clause 4 of the Company s Memorandum of Association regarding the Company s registered capital to conform with the decrease of Company s registered capital in agenda 9. Agenda 11 To consider and approve the issuance and allocation of Samart Corporation Public Company Limited s Warrants No. 2 ( SAMART-W2 Warrants ) in the number of up to 335,501,303 units to the existing shareholders of the Company pro rata to their respective shareholdings (Rights Offering). Agenda 12 To consider and approve the increase of the Company s registered capital of Baht 335,501,303 from the current registered capital of Baht 1,006,503,910 to the new registered capital of Baht 1,342,005,213 by issuing 335,501,303 new ordinary shares at the par value of Baht 1 per share. Agenda 13 To consider and approve the amendment of Clause 4 of the Company s Memorandum of Association regarding the Company s registered capital to be conform with the increase of the Company s registered capital in agenda 12. Agenda 14 To consider and approve the allocation of Company s newly issued ordinary shares of up to 335,501,303 shares at par value of Baht 1.00 per share to accommodate for the exercise of warrants under SAMART-W2 Warrants. Agenda 15 Other Matters (If any). (5) The proxy s voting for any agenda that is not consistent with the intention specified under this proxy shall be deemed invalid and shall not be considered as my voting as the shareholder. (6) Either the case that the intention of vote for any agenda is not stated and clear or the meeting has any other agenda which is not in the above mentioned together with any amendment may have, the proxy holder has the right to consider and vote on my/our behalf as he/she deem appropriate in all respects. 61

4 Any acts performed by the proxy holder in this meeting except the proxy s voting that is not consistent with my intention as specified under this proxy, shall be deemed to be the actions performed by myself/ourselves. Appointer Note : 1. A shareholder can appoint only one proxy to attend and vote on his/her behalf and may not split the number of shares to many proxies for splitting votes. 2. On the election of Directors, shareholder may either elect the nominated directors as a whole or by individual. 3. Additional agenda from the above, the Continuation of Proxy Form B is allowed. 62

5 Continuation of Proxy Form B The proxy as the shareholder of Samart Corporation Public Company Limited In the 2018 Annual General Meeting of Shareholders on Friday 27 th April 2018 at p.m. at Magic 3 Room, 2 nd Floor, Miracle Grand Convention Hotel, No.99 Vibhavadi Rangsit Rd., Laksi, Donmuang, Bangkok or at any adjournment thereof. Agenda 15.1 Subject To consider and approve the additional agenda of the 2018 Annual General Meeting of Shareholders. Agenda 15.2 Subject To consider and approve the amendment to the Company s Objectives by adding 1 more Clause from 70 Clauses to 71 Clauses. Agenda 15.3 Subject To consider and approve the amendment of Clause 3 of the Company s Memorandum of Association regarding the Company s Objectives as follow: Clause 3 The Objectives for which the Company is established comprise 71 Clauses as follow: Bor. Mor. Jor. 002 Agenda Agenda Subject Subject To consider and approve the election of Company s directors (Addition) 63

PROXY FORM B (SPECIFIC DETAILS FORM) According to Regulation of Department of Business Development Re : Form of Proxy (No. 5) B.E.

Enclosure 9 PROXY FORM B (SPECIFIC DETAILS FORM) According to Regulation of Department of Business Development Re : Form of (No. 5) B.E. 2550 Written at. Date Month...Year (1) I..Nationality. Address...Road..Sub-district..