Securities Trading Policy of Directors, Executives and Employees

1. Specify rules and practice guidelines related to securities trading of directors, executives, employees and designated persons by the Company;
2. To ensure that Company’s directors, executives and employees to comply with the Securities and Exchange Act B.E. 2535 including any other related Notifications governing Securities Trading;
3. Maintain sense of confidence of shareholders and all stakeholders who invest their capital into Company’s securities.

1. This Policy shall be enforced on directors, executives, employees and any other designated persons as specified by the Company;
2. Trading in the Company's securities in this policy means the securities of Thai Union Group Public Company Limited.

1. “Inside Information” means any material facts possibly influencing a change in securities price or value and have not been disclosed to the public.
2. “Top Four (4) Executives” means the executives under the definition of the Securities and Exchange Commission (SEC) as well as those executives ranked equivalent to the top fourth senior executive and the highest rank as financial and accounting executive.
3. “Employees” means the Company’s employees at all levels including those temporary employees which are hired by the Company.
4. “Impact of Securities Prices” means any substantial impact caused to the Company’s securities price by increasing, decreasing, stabilizing, or maintaining of the Company’s securities price.
5. “Designated Persons” means any person holding a position or having a duty to become aware and/or possess any inside information of the Company, they are as follows:
   1. Directors;
   2. Top four (4) executives;
   3. Executives and employees working in departments that having a duty to possess any inside information of the Company as notified by the Company Secretary to prepare a report on securities holding in accordance with clause 6.4 and;
   4. Any persons who participated in the board of director’s meeting, executive committee’s meeting, sub-committee’s meeting and/or any of Company’s meetings which engage in discussion or negotiation about the inside information as notified by the Company Secretary, must prepare a report on securities holding in accordance with clause 6.4.

1. The Board of Directors has assigned the Audit Committee to perform duties in relation to supervising this Policy in order to ensure that all directors, executives and employees are in compliance with the specified requirements and practice guidelines concerning trading of Company’s securities;
2. Company Secretary Department has a duty to support the Board of Directors in terms of communicate, implement and conduct a follow-up on the effectiveness of this policy;
3. All executives have duties to ensure that their subordinates recognize the importance, understand and follow this policy;
4. All directors, executives and employees shall strictly comply with this policy concerning Company’s securities trading also shall communicate to their spouse, unmarried partners, as well as minor child to acknowledge this policy in order to promote transparency and enhance good corporate governance of the Company.

1. Prohibition in Using Inside Information to Trade Securities Directors, executives, employees and designated persons or any person who possess any inside information shall comply the follows;
   1. Trading of Company’s securities or any action in accordance with the obligations to a derivatives contract in a manner that takes advantage of others or is using inside information for their own benefit;
   2. Disclose inside information to other persons, by any means, while one knows or ought reasonably to know that the receiver of such information may exploit such information for trading securities or entering into a derivatives contract related to such securities, in a manner that takes advantage of others or is using inside information for their own benefit.
2. Silent Period Directors, executives, and designated persons are prohibited from trading Company’s securities within the period of one (1) month prior to the disclosure operation results, quarterly and annual financial statements and during the period as specified by the Company. In special circumstances, directors, executives, employees and designated persons may sell his/her Company’s Securities during the silent period if he/she is facing critical situations, for instance, facing serious financial difficulties or complying with legal requirements or being subject to court’s orders provided that such the persons shall prepare a written memo stating reasons and solicit an approval from the Company. In this regard, person who solicits an approval shall trade securities within three (3) working days from the date of obtaining written approval, and such person shall submit a copy of written approval to Company Secretary Department.
3. Advanced Notification prior to Securities Trading
   1. Directors, executives, designated persons and any employee who possess any inside information of the Company and intends to trade Company’s securities must notify the Company Secretary or the person assigned by the Board of Directors at least one (1) day in advance;
   2. The person in accordance with clause 6.3.1 must complete the Notification of Securities Trading Form as announced by the Company and submit via the Company's channel as specified;
   3. Company Secretary Department shall announce the silent period in advance in order to facilitate designated persons to comply with the requirements hereunder.
4. Reporting of Securities Holding
   1. Directors and top 4 (four) executives Directors, top 4 (four) executives and executives ranked equivalent to the top fourth senior executive shall report their securities holding in Company’s securities which includes securities holding of their spouse, minor child and unmarried partner to the Stock Exchange Commission (“SEC”) via online reporting system within 3 working days, whereby the copy of such report must submit to the Company Secretary.
   2. Designated Persons Designated persons other than directors and top four (4) executives or executives ranked equivalent to the top fourth senior executive who have been notified by the Company Secretary shall prepare and report in their securities holding to Company Secretary Department (which includes those of their spouse, minor child and unmarried partners) and submit to Company Secretary Department within seven (7) working days from the date of notify by Company Secretary Department and within three (3) working days from the date of the securities holding have changed.
5. Trading Exemptions This Policy shall not be applicable to the following circumstances:
   • Accepting the tender offer of Securities (for business takeover purposes);
   • Exercising the stock options or stock/debenture warrants which relevant parties obtained under the Company’s compensation scheme. Exercising such rights, relevant parties shall hold securities or debentures until the end of Silent period.
6. Other Restrictions Pertaining to Securities Trading
   1. The Company encourages designated persons including employees to invest in Company’s securities in the long-term basis, hence, such persons shall not trade Company’s securities in the manner of Short-term Speculation.
   2. Directors, executives, employees and designated persons shall avoid conducting the following transactions:
      • Short sell the Company’s securities which may signal the market that traders are not confident in the Company and/or its subsidiaries:
      • Trade derivative instrument, e.g., futures and options, that is related to the Company’s securities which is short-term speculation by nature, and encourage the insider trading:
   3. Directors, executives, employees or designated persons are prohibited from providing, telling or disclosing inside information to any other persons or certify any falsified statements or any statements that may materially cause any misunderstanding related to financial status, operating results, securities trading prices or any other information related to the Company and its subsidiaries which could cause an impact on Company’s securities prices or a decision to invest in Company’s securities.
   4. Directors, executives, employees or designated persons are prohibited from using other person’s securities trading account, whether directly or indirectly, to trade Company’s securities in order to camouflage any purchasing, holding and/or selling of Company’s securities.

If any director, executive, employee or designated person has any questions or doubts related to this policy or is unclear whether or not the Inside Information which is material or has been disclosed to the public or whether such Securities is eligible for Trading under certain circumstances, such persons may consult with Company Secretary Department prior to taking any action.

Any director, executive or employee who violates this policy shall face disciplinary action which may include discharge from employment. This may include civil and criminal liabilities under the Securities and Exchange Act B.E. 2535 and related notifications issued by government agencies.

The Company shall review and revise (if necessary) on an annual basis, this Policy and propose any changes thereof to the Nomination Remuneration and Corporate Governance Committee (“NRCG Committee”) and the Board of Directors to concur and approve such changes, respectively.

Securities trading information of directors, top four (4) executives or designated persons shall be kept confidential except a formal written request from government agencies, the Stock Exchange or court’s orders.