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Appointment and Change of Audit Committee Members

The Stock Exchange of Thailand·07/15/2026 11:45:13
語音播報
Change of director/Executive Expired by rotation The date of board's resolution/submit : 15-Jul-2026 news Director Name : Mr. VEERASAK KOSITPAISAL Position in company (1) : AUDIT COMMITTEE Effective Date (1) : 29-Dec-2016 Expire Date (1) : 31-Jul-2026 Terminate Reason : Expired by rotation (term not expired) : Resigned from position /the company due to The Board of Directors meeting held on July 15, 2026, has resolved to change the composition of the Audit Committee to ensure appropriateness in the company's operations and internal management. In this regard, Mr. Veerasak Kositpaisal has vacated his position as a member of the Audit Committee, while continuing to serve as the Acting Chairman of the Board of Directors, Chairman of the Nomination and Remuneration Committee, and a member of the Risk Management and Sustainability Committee. ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. ANUCHIT ANUCHITANUKUL Position in company (1) : Audit Committee Effective Date (1) : 01-Aug-2026 More detail : the Board of Directors' meeting held on July 15, 2026, resolved to appoint Mr. Anuchit Anuchitanukul as a member of the Audit Committee, effective from August 1, 2026, onwards. ______________________________________________________________________ Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 15-Jul-2026 The scope of duties and responsibilities of The Audit Committee Determination/Change in the scope of duties and responsibilities of the Audit Committee with the following details : The Audit Committee has the following responsibilities: 1. Review the Company's financial reports to ensure the accuracy and sufficiency of financial reports in accordance with the relevant financial reporting standards, and to cooperate with the external auditor and the management in preparing quarterly and annual financial reports. The Audit Committee may also suggest the auditor review or audit any transaction which is deemed important and necessary during the auditing process of the Company. 2. Review the internal control and internal audit system to ensure that such systems are appropriate, sufficient, and efficient 3. Consider the independence of the internal audit division by its performance and responsibilities for developing and reviewing the efficiency of the risk management and internal control, as well as approve the appointment, transfer, and dismissal of the head of the internal audit division or other related divisions in charge of internal audit. 4. Establish essential conditions to support the internal audit activity in operating independently, effectively, and in accordance with international standards. 5. Has the authority to access to all levels of information of the Company, including inviting executives, management, division heads, employees, or other relevant parties to the meeting for clarifying information. This includes distributing and sharing related information in accordance to the duties subject to the scope of authority as assigned by the Board of Directors. 6. Consider and approve the annual budget, manpower, and resources required for the internal audit division's duties and approve the annual internal audit plan including any material changes to such plan as well as ensure that the duties and assignment of the internal audit division are in accordance with the approved annual internal audit plan and the International Standards for the Professional Practice of International Auditing, and evaluate the quality of the internal audit division's performance annually. 7. Ensure that the Company complies with the securities and exchange laws and the Capital Market Supervisory Board or laws relating to the Company's business. 8. Consider, select, nominate, and dismiss an independent person to serve as an auditor of the Company, and propose the auditor's remuneration in consideration of reliability, sufficient resources, the quantity of auditing work of the audit firm, and experience of the auditor to be assigned for audit of the Company, as well as attend in a meeting with the auditor in the absence of the management at least once a year. 9. Consider, select, nominate, and dismiss an independent person to serve as an auditor of the Company, and propose the auditor's remuneration in consideration of reliability, sufficient resources, the quantity of auditing work of the audit firm, and experience of the auditor to be assigned for audit of the Company, as well as attend in a meeting with the auditor in the absence of the management at least once a year. 10. Consider the details related to the utilization of fundraising proceeds and ensure that the Company's Management thoroughly studies the economic conditions and industry growth trends of the businesses in which the Company plans to invest the raised funds. Furthermore, In addition, the Audit Committee is responsible for ensuring that the company establishes mechanisms to correctly and suitably manage and track the utilization of raised funds, aligning with the publicly disclosed purposes. 11. Review the consistency of information in the financial reports of the listed company with any other information related to the Company's financial position and operating performance that has been communicated to investors or relevant parties. Ie, Management Discussion & Analysis (MD&A) data, annual reports, and Company news releases. 12. Prepare a report of the corporate governance performance by the Audit Committee and disclose it in the Company's annual report signed by the Chairman of the Audit Committee. Such report contains the following information: (1) Opinion about accuracy and completeness to ensure the reliability of the Company's financial report; (2) Opinion about the adequacy of the Company's internal control system and risk management; (3) Opinion about compliance with the laws pertaining to the securities and exchange laws, regulations of the Stock Exchange of Thailand or other laws relevant to the Company's business; (4) Opinion about the appropriateness of the auditor; (5) Opinion about the transactions that may cause the conflicts of interest; (6) Number of the Audit Committee's meeting and the meeting attendance of each member; (7) Overall opinion or observation that the Audit Committee performs duties subject to the charter; and (8) Other matters that shareholders and investors should know under the scope of duties and responsibilities as assigned by the Board of Directors; (8) Other matters that shareholders and investors should know under the scope of duties and responsibilities as assigned by the Board of Directors; 13. Review the risk management to be appropriate and effective system as well as evaluate sufficiency and appropriateness in aspects of taking into account the risk factors in strategic management for sustainable growth. Also, monitor the risk management results and evaluate the risk management from the Risk Management Committee 14. Meet up with the management at least once a year; 15. Review the complaint-making and whistle-blowing process, such process conducted by the management as well as review the conclusion of complaints, whistle-blowing of corruption, and determine the preventive measures; 16. Review the operational processes to be in line with the anti-corruption policy/measures as well as the accuracy of references and self-assessment relating to the anti-corruption of the organization in accordance with the Private Sector Collective Action Coalition Against Corruption to ensure that the anti-corruption policy is sufficient and effective; 17. Consider using other services than auditing services from the same auditing firms. 18. When performing duties of the Audit Committee, if it is found or suspected that there is a transaction or action that may have a significant impact on the financial position and the performance of the Company, the Audit Committee shall report to the Board of Directors to make improvements within the time that the Audit Committee deems appropriate. The item types or actions that must be reported are the following topics: -Conflict of interest transactions -Corruption or abnormalities or significant defects in the internal control system -Violation of Securities and Exchange laws, Stock Exchange of Thailand regulations or laws related to the Company's business If the Audit Committee has reported to the Board of Directors any significant impact on the financial position, results of operations and discussed with the Board of Directors and executives that it needs to be corrected. At the end of the time set together, if the Audit Committee finds such corrective actions are ignored without good reason, one of the members of the Audit Committee may report such findings to the Securities and Exchange Commission and/or the Stock Exchange of Thailand. 19. Review and propose the amendment of the Audit Committee's charter as deemed appropriate at least once a year; 20. Review the operating performance in the previous year by preparing the report and presenting it to the Board of Directors at least once a year; 21. Seek the independent opinions in other professions when deemed necessary in order to provide opinions or suggestions within the scope of duties fitting to the Company's budget 22. Carry out other duties as assigned by the Board of Directors with the consent of the Audit Committee. As performing the duties mentioned above, the Audit Committee is directly responsible to the Board of Directors, while the responsibilities for all activities of the Company towards third persons are still vested in the entire Board of Directors. The Board of Directors has the authority to modify, change, define, and set qualifications of the independent directors, including the Audit Committee Charter in order to maintain consistency to the regulations of Securities and Exchange Commission, Stock Exchange of Thailand, Capital Market Supervisory Board, and/or other related laws. -Reporting 1. Prepare the report of the Audit Committee with the Chairman of the Audit Committee's signature, which shall be disclosed in the Company's annual report. 2. Prepare the report of its performance results to the Board of Directors for acknowledgment at least every quarter. 3. In performing duties, the Audit Committee has found or suspected that any transaction or act may cause a material impact on the Company's financial position and operation, the Audit Committee is required to report to the Board of Directors for timely rectification. Such transactions and acts may include: (1) Any transaction that may cause conflicts of interest, (2) Fraud or irregularity or defect in relation to the internal control system, (3) Violation against the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or Capital Market Supervisory Board, or relevant laws pertaining to the Company's business If the Audit Committee discovers that the Board of Directors or the management does not carry out to improve such aforementioned acts with unreasonable cause, any one member of the committee may report that matter to the Securities and Exchange Act or the Stock Exchange of Thailand. 4. The Audit Committee shall report its activities under their scope of work assigned by the Board of Directors. This report shall be signed by the Chairman of the Audit Committee and published in the annual report to shareholders. The Determination/Change of which shall : 15-Oct-2025 take an effect as of The Audit Committee is consisted of No : 1 Audit Committee's Position : CHAIRMAN OF AUDIT COMMITTEE Full Name : Mrs.PRISANA PRAHARNKHASUK Remaining term in office (year) : 1 Year No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mrs.CHANATIP WEERASUBPONG Remaining term in office (year) : 2 Year No : 3 Audit Committee's Position : Audit Committee Full Name : Mr.ANUCHIT ANUCHITANUKUL Remaining term in office (year) : 3 Year No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : MissArveecha Chanruangvanich Number of copies of the certificate and : 1 biography of the audit committee (persons) The order of audit committee number(s) that has/have adequate expertise and experience to review creditability of the financial reports. : ลำดับที่ 1 และ 2 Scope of duties and responsibilities of the audit committee to the board of director : As mentioned above ______________________________________________________________________ The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signature _________________ ( Mr.JATUPHAT TANGKARAVAKOON ) DIRECTOR Authorized to sign on behalf of the company ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.