The Corporate Governance and Sustainability Committee serves a term of three years. A director retiring by rotation may be re-elected. The Committee report directly to the Board of Directors and perform their tasks as assigned by the Board of Directors as follows:

1. To consider and endorse the policies, strategies, goals, guidelines, and plans on the Company’s corporate governance and Sustainability before proposing to the Board of Directors for consideration and approval.
2. To encourage the Board of Directors, executives and employees to participate in the Company’s corporate governance and Sustainability activities.
3. To oversee that the Company’s operations comply with the policies and/or regulations relating to the Company’s corporate governance and Sustainability.
4. To regularly monitor the implementation and reporting the results to the Board of Directors after every Corporate Governance and Sustainability Committee’s meeting.
5. To regularly review and propose necessary revision to the Company’s policy and guidelines on corporate governance and Sustainability practice by comparing to other leading companies and giving recommendations to the Board of Directors in order to consider and approve the update of such guideline and policy.
6. To perform other duties relating to corporate governance and Sustainability as assigned by the Board of Directors.

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE’S REPORT

The Corporate Governance and Sustainability Committee consists of 2 independent members of the Board of Directors: Pol.Maj.Gen Wasan Techa-akarakasem and Ms. Chayanan Pakdeejit. Ms. Charusuda Boonkerd, Senior Vice President - Head of Corporate Affairs Department, serves as the committee’s secretary.

During 2025, the Committee convened 4 quarterly meetings, all of which were attended by all members to perform its duties with due care, competence, and independence in accordance with the roles and responsibilities of the Committee. It also approved and monitored the Management’s performance ensuring sustainability issues integrated into the policies, strategies, targets, guidelines, annual action plans, key performance indicators concerning on sustainability and other areas, and compliance with laws as well as the policies and rules established by the Company and relevant bodies. The Committee regularly presented the report on monitoring results and performance to the Board of Directors following the meeting.

In 2025, the Committee exercised oversight of the Company’s implementation of environmental, social and governance standards, review the governance framework and the management of environmental, social, human rights, and anti-fraud and corruption practices and provided recommendations for improvement to strengthen the Company’s sustainable business practices and support long-term value creation. The Committee’s performance for the year is summarized below.

1. Governance Aspect

The Committee placed priority on transparent, accountable, fair, and equitable operations, stakeholder engagement, and the prevention of fraud and corruption. A summary of the key issues under the Committee’s supervision and monitoring is presented below:

1.1 Review of compliance with the CAC requirements: The Committee reviewed the Company Group’s compliance with the requirements of the Collective Action Coalition Against Corruption (CAC). Full compliance was maintained, and the Company has continuously retained its CAC membership certification since 2016.

1.2 Promotion of anti-fraud and corruption awareness: The Company implemented ongoing internal communication to enhance employees’ awareness and understanding of the Code of Conduct and the Anti-Fraud and Corruption Policy, including periodic assessments of their understanding. In addition, the Company promoted awareness among suppliers by integrating anti-fraud and corruption considerations into the supplier screening process, requiring acknowledgement of and compliance with the Company’s Supplier Code of Conduct, and encouraging suppliers to participate in the CAC Change Agent Program.

1.3 Review of the corruption risk registry for 2025: The Committee reviewed the corruption risk registry for 2025, taking into account the results of the fraud risk assessment and corruption risk assessment to evaluate the adequacy and appropriateness of the Company’s risk management measures.

1.4 Review of compliance with the CG Code 2017 and the Corporate Governance Report of Thai Listed Companies (CGR) criteria: The Committee reviewed the Company’s corporate governance practices and determined that they were appropriate to the prevailing circumstances and business context, and largely aligned with the CG Code 2017, the CGR criteria, and the ASEAN Corporate Governance Scorecard.

1.5 Support for and promotion of continuous participation in the Corporate Governance Report of Thai Listed Companies: The Committee supported and promoted the Company’s continuous participation in the Corporate Governance Report of Thai Listed Companies. In 2025, the Company received an “Excellent” ranking (5-Star) in the Corporate Governance Report of Thai Listed Companies and achieved a full score in the Annual General Meeting Quality Assessment (AGM Checklist 2025).

1.6 Complaint handling: The Company has established accessible complaint channels and an appropriate complaint-handling process, with measures in place to ensure full protection for complainants. Compensation and remediation mechanisms are in place and deemed appropriate. In 2025, the Company received no complaints related to fraud and corruption.

1.7 Protection of personal data and cybersecurity: The Company has established a dedicated working committee responsible for personal data protection, information technology security, cybersecurity, and artificial intelligence security, and remains committed to full compliance with all applicable laws and regulations.

2. Sustainable Development Aspect

2.1 Execution of the Sustainability Strategy: The Committee oversaw the execution of the Company’s sustainability strategy through the preparation of the 2025 Sustainability Action Plan, with priority given to climate change and human rights. Key initiatives included the development of a Decarbonization Roadmap and the establishment of a emission reduction target to achieve Net Zero Emission by 2050; the conduct of a human rights risk assessment as a basis for reviewing the human rights risk registry; and capacity-building programs for employees across the Company Group on climate-related risks and human rights risk assessment.

2.2 Review of the Human Rights Policy: The Committee reviewed and endorsed revisions to the Human Rights Policy to ensure alignment with the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct and the Children’s Rights and Business Principles (CRBP). The enhanced policy addresses children’s rights, fair and equitable employment, freedom of association and the right to collective bargaining, zero tolerance for all forms of threats and harassment, equitable enhancement of community well-being and local employment, remediation and assistance for affected stakeholders, stakeholder-inclusive assessment of human rights risks and impacts, and initiatives to promote employee awareness and understanding of human rights. The revised Human Rights Policy became effective on 19 August 2025.

2.3 Complaint handling: The Company has established accessible complaint channels and an appropriate grievance-handling mechanism, with measures in place to ensure protection for aggrieved parties.

2.4 Greenhouse gas management: The Company evaluated its greenhouse gas emissions for 2024 under the financial control approach, covering Scope 1, Scope 2, and Scope 3 emissions. The assessment served as the basis for the Company’s decarbonization strategy, as well as the establishment of short-term (2030), medium-term (2040), and long-term (2050) emission reduction targets. In parallel, the Company plans to offset residual emissions through carbon credits generated from forestry projects.

2.5 Community and social engagement: The Company remains committed to promoting community engagement in the sustainable management of community forests to conserve ecosystems and biodiversity for the benefit of communities and society at large. In recognition of its continuous support, the Company received the Community Forest Promotion and Development Medal 2025 from the Royal Forest Department. In addition, the Company supported vocational education in Lao PDR, a key business location, to enhance the development of a skilled workforce with in-demand technical capabilities. This initiative received commendation from the Ministry of Education and Sports of Lao PDR.

2.6 Sustainability rankings and disclosures: The Company participated in the corporate sustainability assessment from Stock Exchange of Thailand, S&P Global and FTSE Russell, with the objective of enhancing performance across various assessment dimensions. The Company also ensured full and transparent disclosure of sustainability-related information in accordance with applicable requirements.

The Corporate Governance and Sustainability Committee continues to provide strategic oversight to further strengthen corporate governance, as well as environmental and social performance, in order to support the achievement of the Company’s business objectives and sustainable long-term growth.

Pol. Maj. Gen (Wasan Techa-akarakasem)
Chairman of the Corporate Governance and Sustainability Committee