The Company recognizes and places importance on the fundamental rights of shareholders, whether they are major shareholders or minority shareholders, executive shareholders or non-executive shareholders, Thai or foreign shareholders, treating them fairly both as securities investors and company owners. These rights include the right to buy, sell, and transfer securities they hold, the right to receive profit sharing from the Company, the right to receive adequate information, various rights in shareholder meetings, the right to express opinions, the right to determine the Company's business direction, and the right to participate in decisions on matters that significantly impact the Company, such as dividend allocation, appointment or removal of directors, appointment of auditors, approval of important transactions affecting the Company's business direction, including amendments to the Company's memorandum of association and articles of association.

The Company has a mission to promote and facilitate shareholders' exercise of rights as follows:

1. Scheduling Shareholder Meetings

The Company schedules an Annual General Meeting once a year within 4 months from the end of the Company's fiscal year. In cases where urgent matters need to be proposed as special agenda items that affect or relate to shareholders' interests or involve conditions, regulations, or applicable laws requiring shareholder approval, the Company will convene an Extraordinary General Meeting. Shareholders holding shares individually or collectively representing at least ten percent of all issued shares may jointly request in writing that the Board of Directors convene an Extraordinary General Meeting. The written request must clearly specify the matters and reasons for requesting the meeting. Upon receiving such request, the Board must arrange a shareholder meeting within forty-five days from the date of receiving the written request from shareholders. For shareholder meetings, the Company will use convenient locations with attached maps showing the meeting venue in the meeting invitation, select appropriate dates and times, and allocate sufficient meeting time in accordance with the policy to facilitate shareholders.

2. Advance Meeting Notifications

The Company prepares meeting invitations in both Thai and English (if applicable) and discloses them to investors in advance before the meeting through the Stock Exchange of Thailand's information dissemination channels and on the Company's website to allow shareholders sufficient time to study meeting materials in advance. Thailand Securities Depository Co., Ltd., which serves as the Company's securities registrar, will send meeting invitations along with meeting materials for various agenda items to shareholders at least 7 days before the meeting date, or other periods as specified by relevant laws or regulations. The details appearing on the website and in documents sent to shareholders are identical. Each meeting agenda will clearly specify whether the matter is proposed for acknowledgment or approval, including the Board's opinion on such matters and sufficient supporting meeting materials. Additionally, the Company publishes meeting notification announcements in newspapers for 3 consecutive days, with such announcements made at least 3 days before the meeting date.

3. Meeting Attendance

The Company provides staff to verify documents of shareholders or proxies entitled to attend meetings according to the details regarding documents or evidence of shareholding or proxy authorization specified in the meeting invitation to protect shareholders' rights and equality. Shareholders can register for meetings sufficiently in advance, and to facilitate shareholders, the Company uses computer systems for registration and prints voting cards for each agenda item for shareholders, resulting in fast and accurate registration. For shareholders who cannot attend meetings personally and wish to authorize others or independent directors to attend on their behalf, the Company proposes more than one independent director with profiles for shareholders' consideration in proxy authorization, allowing shareholders to specify voting directions in the proxy form.

4. Providing Opportunities for Shareholders to Ask Questions and Express Opinions

Before the meeting date, the Company provides opportunities for shareholders to submit questions about the Company and meeting agenda items for the Board and management to clarify during the meeting through fax and email to the Investor Relations unit in advance.

1. Policies and Guidelines for Stakeholder Treatment

The Company is committed to creating fairness and giving importance to the rights of all stakeholder groups, whether internal stakeholders such as shareholders and employees, or external stakeholders such as business partners and customers. The Company recognizes that support and opinions from all stakeholder groups will benefit the Company's operations and business development. Therefore, the Company will comply with relevant laws and regulations to ensure that the rights of such stakeholders are well protected. Additionally, the Company considers the rights of all stakeholder groups according to the following guidelines:

Employees:

1. Employment The Company has an employment policy that emphasizes equality, without limitations or discrimination based on gender, race, religion, culture, or disability.
2. Compensation and Benefits The Company has a policy of fair compensation based on an equitable performance evaluation system, including career security and fair career advancement opportunities, and provides various employee benefits as required by law such as social security, and beyond legal requirements such as health insurance, accident insurance, various types of financial assistance, etc.
3. Employee Development The Company emphasizes the continuous development of employees' skills, knowledge, abilities, and potential through training, seminars, and practice, coupled with providing opportunities for comprehensive and continuous learning and development of employees' knowledge and abilities to their full potential, and creating incentives for highly knowledgeable and capable employees to remain with the Company for further organizational development. The Company also emphasizes internal promotion and performance evaluation, which are important factors for stable and strong business growth. Annual refresher training has been established for employees at all levels on good corporate governance, anti-corruption, business ethics, and work code of conduct to instill in all employees strict compliance with relevant laws and regulations.
4. Employee Care for Quality of Life and Work Safety The Company provides health, safety, and good working environment benefits by establishing environmental, occupational health, and safety policies, focusing on preventing work-related accidents, enhancing employees' safety awareness, and providing training to promote good employee health.
5. Fair Labor Treatment The Company establishes a welfare committee in the workplace to act as employee representatives for consultation, advice, and recommendations to employers regarding employee welfare arrangements, inspection, control, and oversight of beneficial welfare arrangements for employees.

Customers: The Company is responsible to customers by maintaining product and service quality and standards, including product safety throughout the production process with international certification standards to meet customer expectations and listen to customer feedback to analyze and determine customer needs and expectations, competitive conditions, technology, customer behavior trends, and future customer needs. This is considered together with other information including government policies, regulations, technological innovations, financial and economic data to design products and services that comprehensively and extensively respond to customer needs and expectations both currently and in the future, focusing on creating long-term customer satisfaction. Additionally, the Company has customer satisfaction evaluation and development systems, considering direct customer purchasing behavior to ensure survey results reflect current operations and increase opportunities for clearer future business expansion.

The Company also provides after-sales service throughout the product and service lifecycle, provides accurate information about the Company's products and services, and establishes channels for customers to report problems or inappropriate services so the Company can quickly prevent and resolve issues related to the Company's products and services. The Company requires responses to all customers after problem resolution is completed, inquiring about satisfaction with the Company's problem-solving along with notification of long-term problem-solving plans to create customer confidence and continue using the Company's products and services in the future. Additionally, the Company emphasizes maintaining customer confidentiality and not using customer secrets for improper benefits, storing customer personal data in compliance with the Personal Data Protection Act B.E. 2562.

Business Partners: The Company has a fair partner selection process under the Company's partner evaluation and selection criteria, where partners compete on equal, transparent information. Additionally, the Company prepares appropriate and fair contract forms or agreements for all contracting parties and establishes monitoring systems to ensure partners respect human rights and treat their labor fairly, are responsible to society and the environment, fully comply with contract or agreement conditions, and prevent corruption and misconduct at all stages of the procurement process. The Company purchases goods from partners according to commercial conditions and strictly complies with partner contracts. Additionally, the Company has activities to promote partner potential and capabilities, which benefit both the Company's and partners' businesses.

Creditors: The Company will strictly comply with various conditions under contracts and obligations to creditors, including guarantee conditions, capital management, principal repayment, non-default on debt payments, interest, and maintenance of various collateral under related contracts agreed upon with creditors. The Company must fully repay loans and interest to lenders of all types on schedule and strictly comply with loan conditions according to agreements, without using borrowed money contrary to borrowing purposes, and without using dishonest methods to conceal information or facts that would cause creditor damage. In cases where any condition cannot be met, creditors must be promptly notified in advance to jointly consider corrective approaches.

Competitors: The Company conducts itself within frameworks of fair and honest competition with ethics and within legal boundaries, supports and promotes free and fair competition policies, does not take advantage of competitors, does not seek confidential information through improper methods, refrains from attacking competitors or engaging in any monopolistic actions or reducing or limiting market competition, or actions that may negatively impact the packaging industry, and avoids requesting, receiving, and providing any dishonest commercial benefits.

Community and Society: The Company cares about and recognizes responsibility to society, environment, quality of life, and safety of people involved in the Company's operations, and promotes Company employees to have environmental and social awareness and responsibility, supports activities to develop community quality of life and enhance community welfare, uses resources and expertise efficiently and sustainably, and ensures strict compliance with relevant laws and regulations. Additionally, the Company continuously develops environmentally friendly products and raw materials.

Shareholders: The Company is committed to protecting fundamental rights and treating shareholders equitably. The Company will conduct business transparently and efficiently, striving to create good operating results and stable growth for maximum long-term and sustainable shareholder benefits, including transparent and reliable information disclosure to shareholders.

Government Agencies: The Company emphasizes government agencies as stakeholders by cooperating with government agencies both academically and in other activities.

Civil Society, Academics, Thought Leaders: The Company conducts business considering responsibility to society and all stakeholder groups by disclosing comprehensive, transparent, auditable business operation information and listening to opinions and suggestions from involved parties to find joint approaches for cooperation coordination for sustainable business operations alongside community and social development.

Additionally, stakeholders can inquire about details, file complaints, or report illegal activities, financial reporting inaccuracies, deficient internal control systems, or violations of the Company's business ethics through independent directors or the Company's audit committee. To further facilitate stakeholders, the Company provides various communication channels such as the Company website, telephone, or email, and establishes specific units for stakeholders to express opinions, complain, or propose other important matters to the Company efficiently. For example, the Investor Relations unit and Company Secretary are responsible for receiving opinions and various complaints from shareholders and investors, while management representatives and Human Resources are responsible for receiving opinions and grievances from employees. The Company has established clear procedures for handling complaints from shareholders, customers, employees, and other stakeholders to protect rights and privacy of complainants. Such complainants will receive protection and personal information will be kept confidential and accessible only to relevant persons. In cases of complaints alleging possible wrongdoing, an investigation committee will be established consisting of senior executives and representatives from departments without conflicts of interest in such matters to investigate and proceed according to the Company's disciplinary regulations and report to the Audit Committee and Board of Directors.

Complaint Channels The Company establishes complaint channels where complainants can file complaints through 6 channels as follows:

Channel 1: Personal complaints at head office TPBI Public Company Limited 42/174 Moo 5, Soi Sri Sathian Niwet, Rai Khing Subdistrict, Sam Phran District, Nakhon Pathom Province 73210

Channel 2: Written complaints sent to Company Secretary, TPBI Public Company Limited 42/174 Moo 5, Soi Sri Sathian Niwet, Rai Khing Subdistrict, Sam Phran District, Nakhon Pathom Province 73210

Channel 3: Telephone or fax complaints Telephone 0-2429-0354-7 ext. 501 or Fax 0-2429-0358

Channel 4: Complaints through Company website (www.tpbigroup.com)

Channel 5: Email complaints Audit Committee: This email address is being protected from spambots. You need JavaScript enabled to view it. Investor Relations: This email address is being protected from spambots. You need JavaScript enabled to view it. Company Secretary: This email address is being protected from spambots. You need JavaScript enabled to view it.

Channel 6: Opinion box for employees

2. Occupational Health and Safety Policy

The Company recognizes that safety and good health are fundamental rights that all employees should receive, and continuously emphasizes employee and stakeholder safety and occupational health. The Company therefore establishes occupational health and safety risk reduction policies as follows:

"Create, maintain, and seriously practice occupational health and safety awareness to reduce risks of illness and accidents for the health and quality of life of all personnel"

The Company continuously reviews and improves occupational health and safety operations, with implementation guidelines consistent with the Company's current operations, implementing them seriously and regularly, and communicating understanding to employees and Company stakeholders according to the following implementation guidelines:

• All personnel comply with rules and regulations and must cooperate with the Company's occupational health and safety policies and activities
• Comply with laws and occupational health and safety regulations related to all Company business processes
• Prevent and reduce fire risks for employee and surrounding stakeholder safety
• Support various resources for preventing and reducing risks of injury and illness from working with machinery and chemicals
• Promote and support health care information for good health of all employees
• Communicate and disseminate operational information and occupational health and safety policies to communities and stakeholders throughout the supply chain
• Focus on instilling occupational health and safety awareness in personnel at all levels
• Focus on reducing work-related injuries and deaths among employees by continuously controlling work risks
• Commit to conducting activities, providing consultation, and worker participation including worker representatives

3. Environmental Policy

As the Company operates plastic packaging and other packaging industries business, it is committed to environmental conservation responsibility, including continuously reviewing and improving environmental operations, and reviewing implementation guidelines consistent with the Company's current operations by establishing environmental policies as follows:

"Green factory for better environment of community and stakeholders"

• Environmental care in work is everyone's responsibility
• Support various resources for improving energy conservation work and reducing waste from production processes to achieve targets
• Control wastewater quality, noise, and air emissions outside the Company to meet established standards and properly manage waste according to legal requirements to prevent impacts on surrounding communities and Company stakeholders
• Communicate and disseminate operational information and environmental policies to communities and stakeholders throughout the supply chain
• Focus on instilling environmental awareness in personnel at all levels
• Commit to conducting activities, providing consultation, and worker participation including worker representatives

4. Energy Conservation Policy

The Company has established energy conservation policies to guide energy operations and promote efficient and maximum beneficial energy use.

"Create habits, unite in development, worthwhile energy, seek measures, unite management and employees as one"

• Use energy economically and worthily by creating values and awareness in energy use
• Knowledgeable energy use must have planning and control for full efficiency and maximum benefit, reducing energy loss at every step through continuous monitoring and maintenance of electrical equipment to reduce energy leakage
• Use alternative energy, especially natural energy such as solar energy, wind energy, water energy, etc.
• Select high-efficiency tools and equipment such as Level 5 electrical appliances, energy-saving fluorescent bulbs
• Increase fuel efficiency through structural changes to generate more energy from fuel
• Recycle by repairing damaged materials for reuse, reducing unnecessary waste disposal, or recycling for new production
• Beyond energy conservation, the Company also supports employees in using resources including water and chemicals cost-effectively according to targets, and continuously reviews and improves organizational resource use efficiency to suit business resource use scale and efficiently manage waste, maximizing waste utilization.

5. Sustainable Development Guidelines

The Company conducts business fairly by adhering to responsibility toward all stakeholders for mutual sustainable benefit. Therefore, it has established a sustainable development framework covering economic, social, and environmental aspects under good corporate governance principles to achieve consistent operations across all businesses.

1. The Board of Directors emphasizes the disclosure of accurate, complete, adequate, and transparent information in a timely manner, including both financial and general information, as well as other information that affects or may affect the Company's securities prices, all of which impact the decision-making process of investors and the Company's stakeholders. The Company will disclose such information in accordance with the criteria of the Securities and Exchange Commission and the Stock Exchange of Thailand.
2. The Company will establish an Investor Relations unit to communicate with investors or shareholders. The Company will regularly hold meetings to analyze operating results and disseminate Company information, financial data, and general Company information to shareholders, securities analysts, investment credit rating institutions, and relevant government agencies through various channels, namely reporting to the Securities and Exchange Commission, the Stock Exchange of Thailand, and the Company's website under "Investor Relations" to enable interested parties to conveniently study information. Additionally, the Company emphasizes regular information disclosure in both Thai and English so shareholders receive regular updates through the Company's website. Information on the Company's website is always kept up-to-date, including vision, mission, financial statements, press releases, annual reports, Company structure and management, shareholding structure and major shareholders, meeting invitations, Company registration documents, various charters, etc. Various activities are also organized to disseminate and clarify information, including providing opportunities for activity participants to transparently inquire about information with senior management participation in clarifications.
3. The Company emphasizes the Company's financial statements and financial information appearing in annual reports. The Audit Committee reviews the quality of financial reports and internal control systems, including adequate disclosure of important information in financial statement notes and reports to the Board of Directors, and arranges for Board responsibility reports for financial reports to be displayed alongside auditor reports in annual reports. Additionally, the Board supports the preparation of Management Discussion and Analysis to accompany financial statement disclosure in every quarter.
4. The Company will disclose information about each director, roles and duties of the Chairman, Board of Directors, Company sub-committees, and Chief Executive Officer, number of meetings and meeting attendance in the past year, and opinions from performing duties, including continuous professional training and knowledge development in annual reports and the Company's annual information forms, including disclosure of remuneration policies, nature and details of director and senior executive compensation in the Company and subsidiaries (if any).
5. The Company will disclose audit fees and other service fees provided by auditors.
6. The Company will arrange for reports on compliance with corporate governance principles, business ethics, risk management, and social and environmental responsibility approved by the Board of Directors, summarizing compliance results with such principles, including cases where compliance is not possible along with reasons, reporting through various channels such as annual reports and the Company's website.
7. The Company conducts business without infringing intellectual property, engaging in or seeking benefits from copyrighted works or intellectual property rights, except when the Company receives proper legal authorization from copyright owners. Information technology system usage policies are established and software program usage by employees is monitored to prevent copyright-infringing software use or work-unrelated activities.
8. The Company carefully eliminates conflicts of interest with honesty, reason, and independence under good ethical frameworks for the benefit of the Company and Company shareholders as priorities. Those involved or connected with transactions under consideration must disclose information about their interests and related parties to the Company and must not participate in consideration or have approval authority for such transactions.
9. The Company has policies for connected transactions and transactions with conflicts of interest consistent with laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, and will disclose such transactions in annual information forms (Form 56-1) and annual reports.
10. The Company establishes internal control systems for governance and internal control at both management and operational levels effectively, arranging for the Company's internal audit units and/or external units with internal control system expertise to assess internal control system adequacy and report results to the Audit Committee according to established audit plans. Such internal controls maintain operational flexibility, enabling employees to control, supervise, evaluate, and review work independently to reduce business risks and improper use of authority, preventing legal violations.
11. The Company establishes supervision of risk management systems and processes to appropriately reduce impacts on the Company's business, establishing risk management policies and appointing a Risk Management Committee (reporting directly to the Audit Committee) to handle risk management. The Risk Management Working Group prepares annual organizational risk reports and risk management plans by collecting and analyzing risk data from various units, analyzing risks from both internal and external factors, assessing risk importance levels, impacts, and clearly defining control activities. Additionally, the Company assesses opportunities for various forms of fraud, including information technology risks as part of the Company's risk assessment, and regularly reports assessment results to the Audit Committee.
12. The Company is committed to ensuring all directors, Chief Executive Officer, executives, and employees maintain standards of honesty and ethics, covering legal compliance, regulations, and conflicts of interest must be appropriately disclosed and managed, ensuring persons with material related interests do not participate in decision-making processes on such matters, including not allowing employees to receive or offer cash, valuable gifts, or other benefits that may be interpreted as receiving or giving bribes, and ethical issues must be managed efficiently and transparently.
13. The Company has no policies regarding shareholding where two or more companies hold shares in each other for business clustering or creating group company structures, such as cross holding or pyramid holding.

Here's the English translation of the document content:

Board Structure and Sub-committees

The Board of Directors consists of individuals with diverse knowledge, abilities, skills, expertise, integrity, ability to provide independent opinions, and experience that can benefit the Company. They play important roles in setting policies and organizational overview, as well as important leadership roles in corporate governance, monitoring, and evaluating the Company's operations according to established plans. The Board has diversity (Board Diversity) with skills aligned with the Company's business strategy through the preparation of a Board Skills Matrix.

The Board consists of no more than 12 members, comprising executive directors and non-executive directors, with at least 3 independent directors, representing at least one-third of the total Board members to ensure appropriate balance in consideration and voting on various matters. The Board serves terms not exceeding 3 years as required by relevant laws, and independent directors serve continuous terms not exceeding 9 years from their first appointment as independent directors. Reappointment of existing independent directors requires reasonable Board consideration. Directors and executives may serve as directors or executives of affiliated companies or other companies, subject to regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and relevant agencies. Each director may serve on boards of no more than 5 listed companies for effective performance.

The Chairman is not a senior executive and maintains status as an independent and non-executive director to ensure appropriate checks and balances between the Board and management. The Chairman is not a member of sub-committees to allow such sub-committees to present ideas independently. The Board clearly separates roles and responsibilities from management for power balance and to prevent any individual from having absolute decision-making authority.

The Company has appointed a Company Secretary to handle Board and shareholder meetings, support Board work by providing legal and regulatory advice related to Board duties, and coordinate implementation of Board resolutions. Additionally, to enhance efficiency and support specific Board functions for maximum corporate governance achievement and maintain high operational standards.

Roles, Duties, and Responsibilities of the Board

The Board is responsible to shareholders regarding the Company's business operations and has duties to establish policies and operational directions, as well as supervise management according to goals and guidelines for long-term shareholder benefits under legal frameworks and business ethics, while considering all stakeholder interests.

Chairman's Roles and Duties

1. Lead and be responsible for Board effectiveness, maintain trust among directors, and ensure Board and sub-committee work aligns with governance standards, including Board participation in promoting ethical organizational culture and good governance.
2. Supervise, monitor, and oversee Board performance for efficiency and achievement of organizational objectives and goals by chairing Board meetings and serving as the deciding vote when Board votes are tied. Also chair shareholder meetings for efficient and effective meetings.
3. Ensure directors receive adequate, accurate, relevant, and timely information, especially regarding Company operations. Board decisions should be based on judgment and adequate information, and support discussion of different opinions.
4. Ensure directors understand the nature and level of significant risks the organization can accept in implementing strategy, and continuously review risk management and internal control system effectiveness.
5. Set Board meeting agendas in consultation with the Chief Executive Officer. Board meeting agendas should focus on strategy, operations, value creation, and responsibility, ensuring important issues are considered by the Board. The Chairman is responsible for ensuring directors perform duties responsibly and carefully according to relevant laws and regulations for organizational benefit, allocating sufficient time for management presentations and thorough director discussion of important issues, promoting careful judgment and independent opinions, especially on strategic matters.
6. Receive beneficial and necessary business information from senior management and provide consultation and support to the Chief Executive Officer in strategy development.
7. Foster good relationships between executive and non-executive directors, and between the Board and management.
8. Ensure Board and sub-committee operations and effectiveness are formally evaluated annually, and management implements and/or follows Board and sub-committee recommendations or resolutions appropriately.

Summary of Approval Authority Board approval authority for important operations includes:

1. Annual budgets and budget expenditures
2. Connected transactions
3. Consideration of normal business operation contracts
4. Joint ventures and investments
5. Credit facility applications

Corporate Governance

The Company has established written corporate governance policies for Board approval. The governance policy aims to provide directors, executives, and employees with concrete common practices and unified standards. The Company reviews such policies annually.

Business Ethics Principles

The Company intends to conduct business transparently with virtue and responsibility to stakeholders, society, and environment. The Company has established written codes of conduct for the Board, executives, and employees:

1. Ethics regarding shareholder responsibility
2. Ethics regarding employee relations
3. Ethics regarding business partner relations
4. Ethics regarding customer responsibility
5. Ethics regarding creditor responsibility
6. Ethics regarding competitor responsibility
7. Ethics regarding community and social responsibility
8. Ethics regarding government agency responsibility
9. Ethics regarding civil society, academics, and thought leaders responsibility

The Company will announce and inform all employees to acknowledge and strictly comply, including monitoring such compliance.

Non-infringement of Intellectual Property

The Company conducts business without infringing intellectual property, engaging in or seeking benefits from copyrighted works or intellectual property rights, except when properly authorized by copyright owners according to law. The Company has information technology system usage policies and monitors employee software usage to prevent copyright-infringing software use or work-unrelated activities.

Information System Security

The Company establishes policies and standards for management, employees, and external personnel working for the Company to recognize information security importance, including data security systems, preventing unauthorized data modification, data backup, and emergency preparedness for confidence and security in using the Company's information technology systems and computer networks. This is disseminated to all Company personnel who must sign acceptance and strictly comply with these policies, with monitoring systems for employee compliance and independent assessment of policy and control system adequacy at least annually.

Conflicts of Interest

The Company carefully eliminates conflicts of interest with honesty, reason, and independence under good ethical frameworks for Company and shareholder benefit as priorities. Those involved or connected with transactions under consideration must disclose their interests and related parties to the Company and must not participate in consideration or have approval authority for such transactions.

The Company has policies for connected transactions and transactions with conflicts of interest consistent with laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, disclosing such transactions in annual information forms (Form 56-1) and annual reports.

Internal Control

The Company establishes internal control systems for governance and control at both management and operational levels effectively. The Company has internal audit units and/or external units with internal control expertise to assess internal control adequacy and report to the Audit Committee according to established audit plans. Such internal controls maintain operational flexibility, enabling employees to control, supervise, evaluate, and review work independently to reduce business risks and improper authority use, preventing legal violations.

Risk Management

The Company supervises risk management systems and processes to appropriately reduce business impacts, establishing risk management policies and appointing a Risk Management Committee (reporting directly to the Audit Committee) for risk management. The Risk Management Working Group prepares annual organizational risk reports and risk management plans by collecting and analyzing risk data from various units, analyzing internal and external risks, assessing risk importance levels and impacts, and clearly defining control activities. The Company also assesses various fraud opportunities, including information technology risks as part of Company risk assessment, regularly reporting assessment results to the Audit Committee.

Employee Compensation

The Company has policies for appropriate employee compensation aligned with both short-term performance (bonuses linked to Company performance) and long-term (provident fund as financial security for employees). Employees may join the "Provident Fund" by contributing at least 2% of salary, with Company contribution of at least 2%. Employees receive salary, overtime pay, off-site and overseas work allowances.

Audit Committee Report

The Audit Committee reviews financial reports with accounting and auditing participation, presenting quarterly financial reports to the Board. The Board is responsible for consolidated financial statements of the Company and subsidiaries, including financial information in annual reports.

Board Meetings

The Company holds at least 7 Board meetings annually with advance scheduling and prior year-end notification for meeting planning, with possible special meetings as needed. Clear agendas are set in advance with regular operational follow-up items. Meeting invitations with agendas and materials are sent to all directors at least 5 days before meetings for adequate preparation time, except urgent cases. Non-executive director meetings without management participation are held at least annually. Meeting minutes are recorded and approved documents stored for reference and verification. Every meeting includes relevant executives and personnel for accurate and timely decision-making information.

Board meetings require at least half of all directors for quorum according to governance policy. Board resolutions require majority vote with one vote per director. When voting, at least two-thirds of attending directors must be present. Directors with interests in agenda items will not participate in meetings or voting on such items. In case of tied votes, the Chairman has a deciding vote.

Board Performance Evaluation

The Company conducts performance evaluations at least annually. The Company Secretary sends evaluation forms to the Board and sub-committees for whole Board evaluation and self-assessment, plus CEO evaluation forms to the Chairman and Nomination and Remuneration Committee for CEO performance assessment. Results are compiled and summarized to the Board for performance review, problem identification, and improvement planning. Evaluation criteria are percentage-based:

90-100% = Excellent 76-89% = Very Good
66-75% = Good 50-65% = Fair Below 50% = Needs Improvement

Succession Planning

The Company has succession planning for important positions for smooth and continuous business operations. The Board assigns the Nomination and Remuneration Committee to oversee senior executive succession planning and periodically review such plans for appropriateness, considering factors such as qualifications, knowledge, abilities, experience for each position, and evaluating performance of qualified executives suitable for succession to each position.

Director Compensation

For transparent and appropriate director compensation aligned with responsibilities, the Board assigns the Nomination and Remuneration Committee to establish director compensation policies under clear and transparent criteria. Such compensation must be appropriate to duties and responsibilities. Directors with additional assigned duties and responsibilities should receive appropriate compensation. The Nomination and Remuneration Committee presents considerations to Board or shareholder meetings for director compensation approval. Such compensation must not exceed necessity and be comparable to general rates in similar businesses, considering experience, expertise, dedication, and contribution to Company benefits.

Director and Executive Development

The Board has policies promoting and facilitating training and knowledge provision for those involved in Company governance systems, such as directors, audit committee members, executives, and Company Secretary for continuous operational improvement. Training may be conducted internally or through external institutions. When directors change or new directors join, management provides useful documents or information for new director duties, including business nature introduction, business operation guidelines, and past performance by senior management for new director business understanding and full duty performance.

The Board may arrange job rotation assignments according to executive and employee aptitudes, considering work appropriateness and timing. The CEO determines timing and evaluates such performance for Company development and succession planning to develop executives and employees with increased work knowledge and ability for mutual substitution.

Honesty and Ethics

Honesty and ethics are important business foundations from the Company's beginning, making stakeholders confident that the Company and employees will perform duties with highest responsibility. All employees are instilled with honesty, care, trustworthiness, loyalty, trust, and professional performance. The Company considers honesty and ethics basic qualifications for all employees.

In the TPBI group, all directors, CEO, executives, and employees are committed to maintaining honesty and ethics standards, including:

1. Legal and regulatory compliance
2. Conflicts of interest must be appropriately disclosed and managed, ensuring persons with material related interests do not participate in decision-making processes
3. Not allowing employees to receive or offer cash, valuable gifts, or other benefits that may be interpreted as receiving or giving bribes
4. Ethical issues must be managed efficiently and transparently

2. Sub-committees

The Board has appointed sub-committees to help reduce Board burden in reviewing or considering important matters in detail:

1. Audit Committee comprising at least 3 independent directors to support the Board in governance oversight, management monitoring, internal control, risk management, and financial reporting for transparent and reliable Company operations and information disclosure. The Audit Committee has appointed an Audit Committee Secretary for meeting-related operations and support through legal and regulatory advice related to Audit Committee duties and coordination for Audit Committee resolution implementation.
2. Nomination and Remuneration Committee comprising at least 3 directors with at least half being independent directors and an independent director as Chairman, to recruit suitable qualified persons for director and senior executive positions and consider compensation forms and criteria for directors and senior executives for Board consideration and approval or shareholder meeting consideration (as applicable).
3. Risk Management Committee comprising at least 3 directors and/or senior executives with one director as Chairman, to supervise risk management systems and processes to reduce Company business impacts and enable continuous business operations.
4. Sustainability and Corporate Governance Committee comprising at least 3 directors with at least half being independent directors and an independent director as Chairman, to supervise Company good governance work.

3. Director and Senior Executive Recruitment and Appointment Policy

The Nomination and Remuneration Committee recruits persons for director and senior executive positions for presentation to the Board or shareholders (as applicable). Besides nominations by the Nomination and Remuneration Committee, the Company supports directors, independent directors, and shareholders in jointly nominating experienced, knowledgeable, capable persons with complete qualifications for Board consideration.

Board Diversity Policy

Director recruitment must consider benefits of Board diversity in various aspects, including educational background, professional experience, skills, and knowledge, without limiting gender, age, race, nationality, religion, or other differences.

1. Director Recruitment

Person selection for director appointment is conducted by the Board using criteria of knowledge, ability, experience, vision, credibility, and director databases for new director recruitment. Candidates must have qualifications and not have prohibited characteristics according to law for presentation to shareholder meetings for appointment consideration. The Company has established criteria and methods summarized as follows:

1. The Board comprises no more than 12 directors with at least half residing in the Kingdom. Company directors must have qualifications and not have prohibited characteristics according to public company law and other relevant laws.
2. Director election by shareholder meetings uses majority vote according to these criteria and methods: 2.1 Each shareholder has votes equal to one share per one vote 2.2 Each shareholder may use all available votes per 2.1 to elect one or several persons as directors. When electing several persons as directors, vote distribution among candidates is not allowed 2.3 When electing several persons as directors, persons receiving highest votes in descending order are elected as directors equal to the number of director positions available or to be elected. When persons elected in subsequent order have equal votes exceeding director positions available or to be elected, the meeting Chairman has the deciding vote
3. At every annual general meeting, one-third of directors must retire. If the number cannot be divided by three exactly, the number closest to one-third retires. Directors retiring in the first and second years after registration draw lots. In subsequent years, directors serving longest retire. Retiring directors may be re-elected.
4. Director resignation requires submission to the Company and may notify the registrar. Resignation is effective from the date the resignation letter reaches the Company.
5. When director positions become vacant for reasons other than term expiration, the Board elects qualified persons without prohibited characteristics according to public company law and securities and exchange law as replacement directors at the next Board meeting. Such replacement directors serve only the remaining term of the departed director. Such Board resolution requires at least three-fourths votes of remaining directors.
6. Shareholder meetings may remove any director before term expiration with at least three-fourths votes of attending voting shareholders holding at least half of shares held by attending voting shareholders.
7. The Board elects one independent director as Chairman with clearly separated roles, authority, and duties to prevent any individual from having unlimited power and ensure appropriate power balance. The Chairman will not hold any position on sub-committees and may elect one or several directors as Vice Chairman if the Board deems appropriate.

2. Independent Director Recruitment

The Company establishes Board composition to include at least one-third independent directors of the total number of Company directors, with at least 3 independent directors. The Board or shareholder meetings (as applicable) appoint independent directors to join the Board.

Persons serving as independent directors must have qualifications and not have prohibited characteristics according to the Public Company Act and Securities and Exchange Act, including relevant announcements, regulations, and/or rules. Educational qualifications, specialized expertise, work experience, and other appropriateness will be considered together for presentation to Board meetings or shareholders (as applicable) for appointment as Company independent directors. If any independent director resigns before term completion, the Board may appoint qualified independent directors as replacements, serving only the remaining term of the replaced independent director.

The Board has established independent director qualifications as follows:

1. Hold no more than 0.5% of total voting shares of the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons of the Company, including shareholdings of related persons to such independent directors.
2. Not be or have been a director participating in management, employee, staff, salaried advisor, or controlling person of the Company, parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling persons of the Company, except having been free from such characteristics for at least 2 years before appointment. Such prohibited characteristics do not include cases where independent directors were government officials or advisors to government agencies that are major shareholders or controlling persons of the Company.
3. Not be persons related by blood or legal registration as parents, spouses, siblings, and children, including spouses of children of executives, major shareholders, controlling persons, or persons proposed as executives or controlling persons of the Company or subsidiaries.
4. Not have or have had business relationships with the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons that may impede independent judgment, including not being or having been significant shareholders or controlling persons of those with business relationships with the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons, except having been free from such characteristics for at least 2 years before appointment.

Business relationships above include normal commercial transactions for business operations, real estate leasing, asset or service transactions, or providing or receiving financial assistance through lending, guarantees, providing assets as debt collateral, including similar behaviors resulting in the Company or contracting parties having debt obligations to pay each other from 3% of net tangible assets or from 20 million baht upward, whichever is lower. Such debt calculation follows connected transaction valuation methods according to Capital Market Supervisory Board announcements on connected transaction criteria by analogy, but in considering such debt, include debt incurred within one year before having business relationships with the same person.

5. Not be or have been auditors of the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons, and not be significant shareholders, controlling persons, or partners of audit offices where auditors of the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons are affiliated, except having been free from such characteristics for at least 2 years before appointment.
6. Not be or have been professional service providers including legal advisors or financial advisors receiving service fees exceeding 2 million baht annually from the Company, parent company, subsidiaries, associates, major shareholders, or controlling persons, and not be significant shareholders, controlling persons, or partners of such professional service providers, except having been free from such characteristics for at least 2 years before appointment.
7. Not be directors appointed as representatives of Company directors, major shareholders, or shareholders related to major shareholders, such as having shareholder agreements regarding director appointments to represent and protect interests of any shareholder group.
8. Not operate businesses of the same nature and significantly competing with Company or subsidiary businesses, or not be significant partners in partnerships, or be directors participating in management, employees, staff, salaried advisors, or hold more than 1% of total voting shares of other companies operating businesses of the same nature and significantly competing with Company or subsidiary businesses.
9. Not have other characteristics preventing independent opinions regarding Company operations from both management and major shareholders. Generally, independent opinions mean expressing opinions or reporting according to assigned missions without considering any interests related to assets or positions, and not being under influence of any persons or groups, including not being under circumstances that may force inability to express straightforward opinions.

After appointment as independent directors meeting criteria 1 to 9 above, independent directors may receive Board assignments to make decisions regarding operations of the Company, parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling persons through collective decision-making.

3. Audit Committee Recruitment

The Audit Committee comprises at least 3 independent directors serving 3-year terms. The Board or shareholder meetings (as applicable) appoint audit committee members.

The Nomination and Remuneration Committee recruits audit committee members with qualifications according to Capital Market Supervisory Board Announcement TorChor.28/2551 regarding Permission Applications and Permissions for New Share Offering dated December 15, 2008 (including amendments) as follows:

1. Be independent directors with above qualifications and: 1.1 Not be directors assigned by the Board to make decisions regarding operations of the Company, parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling persons 1.2 Not be directors of parent companies, subsidiaries, or same-level subsidiaries that are listed companies only
2. Have duties similar to those specified in Stock Exchange of Thailand announcements regarding audit committee qualifications and operational scope.
3. Have sufficient knowledge and experience to perform audit committee duties, with at least 1 audit committee member having sufficient knowledge and experience to review financial statement reliability.

4. Executive Recruitment

For executive position recruitment, the Nomination and Remuneration Committee considers selecting capable and appropriately qualified persons for senior executive positions in each department, considering qualifications, knowledge, experience, abilities, and specific qualifications in various related fields necessary and most beneficial to Company business for successful organizational operations achieving goals. The Chief Executive Officer must serve as director or executive in no more than 1 other listed company and be trusted by the Board. The Nomination and Remuneration Committee presents selected candidates to the Board for appointment consideration.

Chief Executive Officer Roles and Duties

1. Oversee, manage, operate, and perform normal business operations for Company benefit according to policies, vision, goals, business plans, and budgets established by Board meetings.
2. Manage and supervise Company operations in finance, marketing, human resources, and other operational aspects to comply with policies and align with operational plans, budgets, and related business strategies established by the Board.
3. Have authority to hire, appoint, transfer, dismiss, terminate, and determine wages, compensation, bonuses, rewards, including salary increases for Company employees in positions below Chief Executive Officer, within frameworks and policies established by the Board and/or according to Authority Limits.
4. Negotiate and enter contracts, authorize payments, and/or any transactions related to normal Company business operations, with amounts for each transaction according to Board determinations and/or Authority Limits.
5. Approve borrowing and credit applications from financial institutions, lending, as well as pledging, mortgaging, or guaranteeing for the Company and subsidiaries, and Company investments within amounts specified in Authority Limits.
6. Issue orders, regulations, announcements, and various memoranda within the Company for operations according to policies and Company benefit, including maintaining internal organizational discipline.
7. Perform other duties assigned by the Board.
8. Delegate authority to one or several persons to perform any actions on behalf of the Chief Executive Officer.

Such delegation of authority, duties, and responsibilities of the Chief Executive Officer shall not constitute delegation or sub-delegation enabling the Chief Executive Officer or delegees to approve transactions where they or potentially conflicting persons (as defined in SEC or Capital Market Supervisory Board announcements) may have interests, benefits, or conflicts of interest with the Company or subsidiaries, except approving transactions according to policies and criteria approved by Board meetings.

4. Subsidiary Operations Governance Policy

The Company has investment and subsidiary operations governance policies, investing in related, similar businesses that benefit and support Company operations to strengthen stability and Company performance. Subsidiaries must not have potentially conflicting persons such as directors, executives, or major shareholders holding more than 10% of total voting shares in subsidiaries, except demonstrating that subsidiary shareholding structures enable the Company to control and oversee subsidiary affairs and operations as Company units. The Company requires nomination and voting rights for appointing subsidiary directors to receive prior Board approval. Appointed subsidiary directors must monitor subsidiaries to fully and accurately disclose important information according to relevant regulations, oversee subsidiaries to have appropriate and sufficiently tight internal control systems, ensure subsidiary directors and executives perform duties and responsibilities according to law, and act for the best interests of such subsidiaries (not the Company) and align with Company policies. The Company requires appointed persons to receive Board approval before voting or exercising rights on important matters at the same level requiring Board approval if conducted by the Company itself. For subsidiary transactions with related persons, material asset acquisitions or disposals, or other important subsidiary transactions such as subsidiary dissolution, capital increase or decrease approval require Board or shareholder meeting resolutions before such transactions. The Company has strictly complied with Stock Exchange of Thailand regulations and SEC announcements regarding connected transactions and potentially conflicting transactions. Sending directors as subsidiary representatives follows Company shareholding proportions and/or agreements among shareholders in such subsidiaries or associates.

Additionally, for subsidiaries, the Company establishes regulations requiring Company-appointed persons to oversee subsidiary connected transactions, asset acquisitions or disposals, or other important transactions completely and correctly, using criteria related to information disclosure and above transactions similar to Company criteria, including overseeing data collection and subsidiary accounting records for Company verification and consolidated financial statement preparation on schedule.

5. Insider Information Usage Policy

The Company recognizes the importance of preventing insider information usage for personal or others' benefit by directors, executives, and employees for fairness and equality to all stakeholders, and compliance with SEC regulations. The Company has established insider information usage policies for directors, executives, and employees to acknowledge and follow, summarized as follows:

1. Directors and executives (including spouses and minor children) intending to trade Company shares must notify the Company Secretary at least 1 day before trading according to governance policies and report securities holding changes to the SEC according to Section 59 and penalties under Section 275 of the Securities and Exchange Act B.E. 2535 within 3 business days from securities holding changes, with the Company Secretary reporting such changes to the next Board meeting.
2. Prohibit directors, executives, and employees from using material insider information affecting or potentially affecting securities price changes for Company securities trading benefits, and prohibit disclosing insider information to outsiders or unrelated persons before public disclosure through the Stock Exchange. Directors, executives, and employees in units receiving Company insider information must not use such information before public disclosure, and prohibit persons related to insider information from trading Company securities personally, through spouses, minor children, whether directly or indirectly (such as nominees, personal funds) within 30 days before quarterly and annual financial statement disclosure and at least 2 days after such information disclosure. Violations constitute disciplinary offenses under Company work regulations, with penalties ranging from verbal warnings, written warnings, probation, to termination.

6. Implementing Good Corporate Governance Principles for Listed Companies 2017

The Company has reviewed Corporate Governance Policy based on Good Corporate Governance Principles for Listed Companies 2012 by the Stock Exchange of Thailand and Good Corporate Governance Principles for Listed Companies 2017 ("CG Code") by the SEC. The Board found that the Company has implemented most practices in operations. The Board is committed to managing according to good governance principles for transparent, efficient operations responsible to all stakeholders. The Company operates according to listed company good governance principles, with remaining unimplemented issues to be considered for appropriate future application.