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To be a leading value-oriented integrated energy company in Asia-Pacific

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RATCH Group Public Company Limited realizes the importance of preventive measures against misuse and abuse of inside information by directors, executives, job operators and related parties, directly or indirectly for their own or others’ benefits. Whether returns are obtained or not, such act violates the Securities and Exchange Act, puts pressure on the Company’s interests, causes conflict of interest and is harmful to the Company’s credibility. To conform with laws on securities and exchange; the guidelines of the Securities and Exchange Commission and the Stock Exchange of Thailand regarding listed companies' disclosure and safeguarding of information that influences share prices as well as the handling of such information; and the Board of Directors' resolution at the meeting No. 12/2020 held on 22 December 2020, Chief Executive Officer announced the following policy to prevent the misuse and abuse of inside information:

  1. Definition
    “Company” means RATCH Group Public Company Limited.
    “Directors, executives and operators” refer to the directors, executives and operators according to the regulations on the Board of Directors and the regulations on personnel management.
    “Inside information” means the information that has not yet been disclosed to the general public and may influence the price of securities. It concerns financial results, earnings forecasts, dividend, issuance of new securities, borrowings, significant changes, liquidity problems, acquisitions, investment, mergers, significant lawsuits, the Board of Directors' resolutions, etc.
    “Confidential information” means the information not available to the public and, if made public of in the hands of competitors, may cause serious harms on the operations or affect the Company’s competitiveness.
    “Impact on securities prices” means the impact that may raise, lower, maintain or support the securities prices.
  2. The Company is dutifully bound to instantly and thoroughly disclose the information of significant operations to the public, through media and channels prescribed by the Stock Exchange of Thailand, to reach all groups of investors in an accurate, timely and equal manner.
  3. All directors, executives and operators are obliged to protect the Company’s confidential information they know of or made known to them, to prevent impacts or damage to the Company.
  4. Directors, executives and operators who know or possess the Company's inside information are prohibited from disclosing or passing the information, directly or indirectly and through any means, to outsiders or irrelevant persons including family members, friends, relatives, knowing or supposed to know that the recipients may use that information in buying, selling or entering futures contracts related to the Company's securities, whether for themselves or other persons.
  5. The Company’s inside and confidential information can be made known or shared with individuals within the Company as necessary or as relevant to their work.
  6. Directors, executives and those holding the positions of vice president or higher in the accounting and finance function are required to report their holdings of the Company's securities as well as the holdings of their spouses, children, related individuals in accordance with the Company’s strategic shareholder reporting form. As required by the Securities and Exchange Act, such directors and executives, upon appointments or whenever their holdings change, must report the holdings to the Office of the Securities and Exchange Commission within 3 working days after the Company's shares are purchased, sold or transferred and must report their holdings to the Board of Directors on a monthly basis.
    Regarding the operators other than those defined above, or their spouse and minor children, whenever their holdings change, they must file reports to Chief Executive Officer within 3 working days after the Company’s shares are purchased, sold or transferred.
  7. Directors, executives, those holding the positions of vice president or higher and relevant operators including their spouses and minor children or other persons knowing of the Company’s significant inside information that may influence securities prices are prohibited from selling, buying or advising others to sell or buy the Company’s securities during the 30-day period before the public disclosure of financial statements or such inside information. Share trading is also prohibited within the 24-hour period after the disclosure or during any blackout period.
  8. Executives and individuals in Investors Relations Department are prohibited accepting appointments or answering questions about future results to investors and analysts at least 10 days prior to the disclosure of financial results.
  9. The Company will educate directors, executives and operators on relevant laws and regulations for their strict compliance.
  10. The Company will safekeep the list of insiders involved with the transactions that may influence securities prices and has not yet been disclosed to the Stock Exchange of Thailand.
  11. In the event that a third party engages in special activities that have not been made public or are under negotiation process, they will be bound to safeguard the inside information that may influence the Company's securities prices. They must enter into confidential agreements which are enforced until such information is made public.
  12. The Company deems that the wrongful use of the inside information of the Company is a disciplinary offense in accordance with the Company's work regulations. Disciplinary action will be taken as appropriate for the case from verbal or written admonition, probation, no annual wage increase, no bonus payment as well as dismissal. The offenders and related persons may also be subjected to criminal and civil liabilities.
  13. The significant materials of the Prevention of Misuse of Inside Information Policy will be revealed in the Company’s Annual Report and the Company’s website, for the acknowledgement of the Company’s operators, executives, directors and stakeholders.

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