Corporate Governance and Organizational Structure

Performance

1. Comprehensively reviewed the Good Corporate Governance Policy as scheduled to ensure the governance system remains up-to-date, transparent, and in strict alignment with corporate governance principles and assessment criteria.
2. The Company established a Board structure featuring an Independent Director as the Chairman. The Board currently comprises 5 Independent Directors out of a total of 13 members, representing 38.46% of the entire Board of Directors.
3. The Board of Directors assigned the Corporate Governance and Sustainability Committee (a sub-committee) to oversee sustainability, and the Risk Management Committee to oversee risk strategies. ESG strategy is actively driven (ESG Oversight), with ESG performance monitored and reported to the Board of Directors' meetings on a quarterly basis.
4. Identified material business issues (Materiality) and utilized them as a framework to address stakeholder expectations in formulating the business plan for the upcoming year.

5. The Board of Directors conducted its annual performance evaluation on both a group and individual basis for the year 2025 to review the appropriateness of its structure and governance roles:

   • Board of Directors' self-assessment (Group): 91.99%
   • Board of Directors' self-assessment (Individual): 91.33%
   • Executive Committee's self-assessment (Individual): 94.86%
   • Chief Executive Officer's (CEO) self-assessment: 74.15%
6. Fully disclosed information regarding corporate governance and the Board structure across multiple channels, including the Annual Report, the Sustainability Report, and the Company's website.

Organizational Structure

Board Independence and Composition Proportions

In alignment with the Good Corporate Governance Policy, the Board of Directors ensures strict operational independence from the management team and maintains an optimal proportion of female directors. The structural proportions are detailed in the table below:

Recruitment and Selection of Directors

The Company prioritizes a transparent, fair, and merit-based recruitment and selection process for directors. This ensures that the Board of Directors comprises individuals with the knowledge, capability, experience, and diverse perspectives necessary to align with the Company’s strategic direction and comply with Good Corporate Governance principles. The Company actively promotes Board Diversity across gender, age, professional expertise, and specialized experience to support comprehensive and sustainable strategic decision-making. This commitment is publicly disclosed under the Board of Directors Qualifications and Nomination Policy².

Nomination Policies and Criteria

The Nomination and Remuneration Committee selects qualified candidates based on the following frameworks:

1. Board Skills Matrix: The committee evaluates the essential combination of knowledge and expertise required to drive the Company’s strategies, specifically focusing on core business operations, finance, technology, and sustainability.
2. Diversity: The Company fosters diversity within the boardroom, encompassing gender, age, skills, and experience without limitations on gender, race, or religion.
3. Independence: Directors must strictly meet the independence qualification criteria stipulated by the Securities and Exchange Commission (SEC) and the Company’s corporate bylaws.

Operational Procedures

The nomination process consists of 4 key phases to ensure the selection of the most suitable individuals:

Phase 1

Preparation

The Secretary to the Nomination and Remuneration Committee gathers data on the current Board Skills Matrix, monitors director rotation schedules, and reviews mandatory qualification criteria to present to the Nomination and Remuneration Committee for planning.

Analysis of Required Board Skills:

The Nomination and Remuneration Committee reviews the existing skills of the current directors to identify the exact qualifications required for new nominees. This evaluation spans 10 core dimensions: Operations, Finance/Accounting, Strategy, Technology, Legal, Investment, Corporate Management, Crisis Management, Good Corporate Governance, and Human Resource Management.

Director Qualification Criteria

Nominees must possess no legal prohibitions, and consideration is given to personal attributes, requested professional expertise, and board diversity. The Board should collectively possess macroeconomic management capabilities, specialized industrial expertise, and sound proficiency in Environmental, Social, and Governance (ESG) aspects.

Phase 2

Sourcing of Directors

Shareholder Recommendations

The Company provides a window for minority shareholders to propose annual general meeting (AGM) agenda items and nominate qualified director candidates in advance, typically from October to November of the preceding year, ensuring a notice period of no less than 2 months prior to the AGM.

Candidate Sourcing Channels:

The Company identifies qualified candidates through the Directors’ Pool of the Thai Institute of Directors Association (IOD), internal recommendations from current board members, or external executive search consultants.

Screening

The Company thoroughly verifies candidate backgrounds, general qualifications, and potential Conflicts of Interest. This screening applies to shareholder-nominated individuals or candidates discovered during supplementary searches initiated when the Board Skills Matrix analysis reveals gaps in mandatory knowledge, experience, or diversity.

Phase 3

Selection

The Nomination and Remuneration Committee (excluding members with potential conflicts of interest) filters the qualifications of shortlisted nominees, performs detailed background checks regarding conflicts of interest, and reviews their alignment with the Company's sustainability strategies before submitting recommendations to the Board of Directors.

Phase 4

Election

• Retiring by Rotation: The Board of Directors presents the endorsed nominees to the Annual General Meeting of Shareholders for election on an individual director basis.
• Interim Vacancies: In the event that a director seat becomes vacant for reasons other than rotation, the Board of Directors is authorized to appoint a replacement director (except when the remaining tenure of the vacancy is less than 2 months).

2025 Performance Summary: In 2025, the Nomination and Remuneration Committee reviewed the Board Skills Matrix of all 13 active directors and concluded that their collective qualifications and experience completely satisfied the Company’s strategic demands. For the 2025 AGM, the Company granted minority shareholders the right to nominate director candidates from October 2, 2024, to November 30, 2024. As no nominations were submitted by shareholders, the Nomination and Remuneration Committee recommended the re-election of the retiring directors for another term, which was submitted to the 2025 Annual General Meeting of Shareholders for final approval.

Determination of Board Remuneration

The Company enforces a clear, transparent, and fair Policy on Board Remuneration that directly corresponds with the directors' scope of duties, accountability, and the Company’s current financial status. All remuneration packages undergo structured review and filtering by the Nomination and Remuneration Committee. The committee benchmarks rates against peer companies of comparable size within the same financial services industry, while factoring in the Company's business growth scale and operating performance to ensure that remuneration remains competitive, appropriate, and legally sound to attract and retain high-quality directors.

Sub-Committees

To optimize operational efficiency and safeguard strict independence from executive management, the Board of Directors has established 4 specialized sub-committees (excluding the Executive Committee) to oversee key strategic pillars and strengthen institutional stability:

Proportion of Independent Directors on Sub-Committees