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Form 56-1 One Report for the year 2023_EN

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Published by Warisara N., 2024-04-23 19:44:09

Form 56-1 One Report for the year 2023_EN

Form 56-1 One Report for the year 2023_EN

Principle 5 Promotion of Innovation and Responsible Business Operations Principle 5.1 Promotion of Innovation to Create Value to the Business, Benefits to Stakeholders, with Social and Environmental Responsibility The Board of Directors emphasizes and promotes the creation of innovation to create value to the business in parallel to creating the benefits to all stakeholders, with social and environmental responsibility. (1) The Board of Directors focuses on creating corporate culture which promotes innovation and ensures that the Management incorporates the same as part of its review of strategies, planning for operational development and improvement, and monitoring of operating results. (2) The Board of Directors promotes the creation of innovation for value added to the business under the changing circumstances, in terms of business model, concept, perspective in the design and development of products and services, research, improvement of production and work processes, including collaboration with partners to generate mutual benefits for the business, customers, partners, society and the environment, provided that such innovation must not support any inappropriate, illegal or unethical conduct. Principle 5.2 Business Operations with Social and Environmental Responsibility The Board of Directors will ensure that the Management carries on the business with social and environmental responsibility, which must be reflected in the operational plan, so as to make sure that all departments of the organization proceed in compliance with the objectives, main goals and strategies of the business. In view of the roles of stakeholders, the Board of Directors will provide a mechanism to ensure that the business operations are ethical and socially and environmentally responsible without violating the stakeholders’ rights, as guidelines for every department in the organization to achieve the objectives and main goals in a sustainable manner, comprising the following policies: 1) Responsibility to Staff and Employees To comply with the applicable laws and standards, and fairly treat staff and employees on the basis of equality, non-discrimination, and respect for human rights, by way of determination of fair remuneration and other benefits, provision of welfare in accordance with the laws or above as appropriate, occupational health and safety, training on knowledge, skill development and promotion of advancement, including the opportunity for skill development in other areas of work. (2) Responsibility to Customers To comply with the applicable laws and standards, and take into account health, safety, fairness, security of customers’ information, after-sale services throughout the life cycle of products and services, follow-up on customers’ satisfaction for development and improvement of products and services, including advertisements, public relations and sales conduct which must be responsibly carried out without giving rise to misunderstanding or taking advantage of customers’ misunderstanding. FORM 56-1 ONE REPORT 2023 349


(3) Responsibility to Partners To have a procurement process and fair contract terms or conditions, provide know-how, develop skills and upgrade the production capacity and service standards, explain and encourage partners to respect human rights and fairly treat their own labors, be socially and environmentally responsible, promote anti-corruption practices, including monitoring, reviewing and evaluating partners for sustainable development of their business operations. (4) Responsibility to Creditors To strictly comply with contracts or conditions as mutually agreed upon, including contingent obligations and liabilities, and in case of failure to comply with any conditions or default on the performance of obligations, such occurrence must promptly be reported to the relevant creditor without concealing any facts, so as to jointly consider finding justifiable solutions. In this connection, the Company will operate its business efficiently and effectively for sustainable growth and financial stability to assure the creditors’ confidence. (5) Responsibility to Community and Society To apply its business know-how and experience to develop projects for the benefits of communities with concrete results, and monitor and evaluate the development and success thereof in the long run. (6) Responsibility to the Environment To prevent, minimize, manage and ensure that the Company will not produce or cause any negative impact on the environment, which includes the use of raw materials, consumption of energy (for production, transportation or in offices), use of water supply, use of renewable resources, preservation and restoration of biodiversity affected by its business operations, disposal and management of waste produced by its business operations, greenhouse gas emissions, etc. (7) Government Agencies and Regulatory Bodies To strictly comply with the laws, rules, requirements and regulations of the relevant government agencies and regulatory bodies. (8) Fair Competition To openly and transparently operate its business without causing any unfair competitive advantage. (9) Anti-Corruption To comply with the applicable laws and standards, establish and announce a policy on anti-corruption to the public, and, perhaps, apply for participation in the private sector collective action coalition against corruption, including support for other companies and partners to be aware of the significance and proceed with anti-corruption as well as encourage them to join the coalition. 350 WHA CORPORATION PUBLIC COMPANY LIMITED


Principle 5.3 Efficient and Effective Allocation of Resources The Board of Directors will ensure that the Management efficiently and effectively allocates and manages resources, taking into account impact and development of resources throughout the value chain in order to sustainably achieve the objectives and main goals. (1) The Board of Directors recognizes the necessity of resources required, namely financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital, and natural capital, and realizes that the utilization of each respective type of resources may affect one another, and different business models may give rise to different impacts on resources. Therefore, for the purpose of selecting a business model, the Board of Directors will take into account such impact and optimization of resources on the basis of ethics, responsibility and sustainable value to the business. (2) The Board of Directors will make sure that for the purpose of achieving the business’s objectives and main goals, the Management reviews, improves and maintains the efficient and effective utilization of resources, always taking into consideration changes in internal and external factors. Principle 5.4 Information Technology Management The Board of Directors will provide a framework for supervision and management of information technology at the organization level in line with the business requirements, and use such information technology to enhance its business opportunities and operational development, risk management, so as to achieve the business’s objectives and main goals. (1) The Board of Directors will provide a policy for allocation and management of information technology resources to cover the allocation of adequate resources for business operations, and provide guidelines for such event where resources are not sufficiently allocated as required, so as to make sure that: - The organization has complied with the laws, regulations, requirements and standards applicable to the use of information technology; - The organization has an information security system to maintain confidentiality, integrity and availability of information as well as prevention of misuse of information or unauthorized change of information; - The organization has considered such risks on information technology and provided measures for management of risks in various aspects, such as, business continuity management, information technology incident management, information technology asset management, etc.; - The organization has considered the allocation and management of information technology resources and set out the criteria and factors to prioritize the information technology plan, e.g., suitability of strategies, impact on business operations, urgency of utilization, information technology budgets and human resources, and compatibility with business model, etc. (2) The Board of Directors will supervise the corporate risk management to cover information technology risk management. (3) The Board of Directors will establish the information system security policy and measures. FORM 56-1 ONE REPORT 2023 351


Principle 6 Effective Risk Management and Internal Control Systems Principle 6.1 Risk Management and Internal Control The Board of Directors will ensure that the Company has the risk management and internal control systems to enable it to achieve the objectives effectively, and comply with the applicable laws and standards. (1) The Board of Directors understands key risks of the business and approves the risk appetite. (2) The Board of Directors considers approving the risk management policy in line with the objectives, main goals, strategies and risk appetite of the business which will be used as a framework for risk management for everyone in the organization in the same direction. In this regard, the Board of Directors emphasizes the early warning alerts and ensure the regular review and update of the risk management policy. (3) The Board of Directors will ensure that the Company identifies and manages key risks in its business operations, both external and internal factors which may prevent the Company from achieving its objectives, e.g., strategic risk, operational risk, emerging risk or sustainability risk (ESG risk), etc. (4) The Board of Directors will ensure that the Company has assessed impact and tentative occurrence of the identified risks in order to prioritize such risks and come up with risk management procedures as appropriate to the business, and regularly monitor and assess the effectiveness of the risk management. (5) The Board of Directors has delegated the above duties to the Risk Management Committee to consider screening such matters prior to submission to the Board of Directors for consideration. (6) The Board of Directors has a duty to oversee the business operations in compliance with the applicable laws and standards, both at the local and international levels. (7) The consideration of the assessment results of the internal control and risk management systems includes the assessment of the internal control and risk management systems of subsidiaries and associated companies. Principle 6.2 Independence of the Audit Committee The Board of Directors has appointed an Audit Committee to perform its duties efficiently and independently. (1) The Audit Committee is composed of at least 3 members, all of whom must be independent directors and have such qualifications and duties as prescribed by the relevant rules of the SEC Office and the SET. (2) The duties and responsibilities of the Audit Committee are described in writing in the “Audit Committee Charter,” which include the following duties: - to review the accuracy and completeness of the business’s financial reports; - to review the suitability and effectiveness of the business’s internal control and audit systems; - to review the business’s compliance with the applicable laws and standards; - to consider the independence of the internal audit unit and approve the appointment, transfer and termination of the internal audit unit head; 352 WHA CORPORATION PUBLIC COMPANY LIMITED


- to consider selecting and nominating an independent candidate to be appointed as the auditor and proposing such auditor’s fee, and discuss with the auditor, without the Management’s presence, at least once a year; - to consider connected transactions or transactions with a potential conflict of interest to make sure that they comply with the applicable laws and that they are justifiable and in the best interest of the Company; - to review the accuracy of reference documents and self-evaluation forms on anti-corruption measures of the Company subject to Thai Private Sector Collective Action Against Corruption (CAC). (3) The Board of Directors will ensure that the Company has a mechanism or tools to enable the Audit Committee to have access to such information necessary for the performance of its assigned duties, e.g., by facilitating the Audit Committee to call upon any persons concerned to provide information, discussing with the auditor or seeking an independent opinion from any other professional advisor in support of its consideration. (4) The Board of Directors will establish an independent internal audit unit to be in charge of improving and reviewing the efficiency of the risk management and internal control systems, and reporting to the Audit Committee, whereby such review report will be disclosed in the annual report and/or Form 56-1 One Report. (5) The Audit Committee must provide an opinion on the adequacy of the risk management and internal control systems, which will be disclosed in the annual report and/or Form 56-1 One Report. Principle 6.3 Prevention of Conflicts of Interest and Report on Interest The Board of Director will monitor and manage any potential conflicts of interest between the Company and the Management, the Board of Directors or shareholders, and prevent any misuse of property, information and opportunities of the Company as well as execution of any improper transactions with the Company’s related parties. (1) The Board of Directors will provide an information security system, which includes such policy and procedures for confidentiality, integrity and availability, as well as management of market sensitive information. Moreover, the Board of Directors will cause the directors, high-ranking executives and staff as well as third parties concerned, e.g., legal consultants, financial advisors, to also comply with such information security system. (2) The Board of Directors will arrange for management and monitoring of transactions with potential conflicts of interest by setting out a policy on conflicts of interest to prevent directors, executives and staff, including parties concerned, from seeking personal gain in conflict with the Company’s interest, and avoid any acts which may give rise to conflicts of interest. In addition, those who are related to or connected with any transactions to be considered must inform the Company of such relationship or connection with such transactions, and must not participate in the decision-making and have no authority to approve such transactions. (3) The Board of Directors requires the directors to report on their interests, at least before considering any agenda items in which they have an interest, and record the same in the minutes of the Board of Directors’ Meeting. The Board of Directors will require such director who has a substantial interest which may prevent such director from providing an independent opinion to refrain from participating in the Meeting to consider such agenda item. FORM 56-1 ONE REPORT 2023 353


Principle 6.4 Anti-Corruption The Board of Directors will establish a clear anti-corruption policy and practices, which will be communicated to every level of the organization and third parties for further adoption and compliance. The Board of Directors will arrange for an anti-corruption program or guidelines, and support such activities which promote and cultivate staff’s compliance with the applicable laws, regulations and requirements. Principle 6.5 Complaints and Whistleblowing The Board of Directors will establish a mechanism for handling complaints and whistleblowing by setting out clear steps, procedures, protection of informants, storage of information, confidentiality, including more than 1 convenient channel for complaints and whistleblowing. The channels for complaints or whistleblowing will be disclosed on the Company’s website, and in the annual report and/or Form 56-1 One Report. 354 WHA CORPORATION PUBLIC COMPANY LIMITED


Principle 7 Financial Integrity and Disclosure Principle 7.1 Preparation of Financial Reports and Disclosure of Material Information The Board of Directors is responsible for ensuring that the financial reporting and disclosure systems are accurate, sufficient and timely in compliance with the applicable rules, standards and practices, as follows: (1) to ensure that the personnel involved in the preparation and disclosure of information are properly knowledgeable, skilled and experienced for such duties and responsibilities, and are adequate in number, whereby such personnel refer to the Chief Financial Officer, accountant, internal auditor, company secretary and investor relations personnel; (2) to ensure the disclosure of information to shareholders and stakeholders as necessary and appropriate on a regular basis, in compliance with the laws, taking into account the relevant factors, both financial and non-financial information, via various channels which are generally and equally accessible, provided that such financial report will consider the following factors: - the assessment results of the adequacy of the internal control system; - the auditor’s opinion in the financial report, and observations of the auditor on the internal control system, including the auditor’s observations through other channels (if any); - the Audit Committee’s opinions; - the compatibility with the Company’s objectives, main goals, strategies and policies. (3) The Board of Directors will ensure that the disclosure of information, including financial statements, annual reports and Form 56-1 and/or Form 56-1 One Report, sufficiently reflects the financial position and operating results, and the Management Discussion and Analysis (MD&A) will be prepared to include the business operation covering economics, environmental, social, and governance (ESG) topics in order to support of the disclosure of quarterly financial statements. As a result, investors will be informed of and better understand changes to the Company’s financial position and operating results in each quarter as opposed to merely relying on the figures in the financial statements. (4) In case of disclosure of any information related to a particular director, such director will ensure that the disclosure of his/her information is accurate and complete. Principle 7.2 Sufficiency of Financial Liquidity and Debt-Serviceability The Board of Directors will monitor the sufficiency of the financial liquidity and debt-serviceability. (1) The Board of Directors will ensure that the Management monitors and assesses the business’s financial position and reports the same to the Board of Directors on a regular basis. The Board of Directors and the Management will jointly find solutions as soon as possible should there be any indicator of issues regarding its financial liquidity and debt-serviceability. (2) For the purpose of approving any transactions or proposing any opinions to the Shareholders’ Meeting for approval, the Board of Directors will make sure that the execution of such transactions will not affect the business continuity, financial liquidity or debt-serviceability. FORM 56-1 ONE REPORT 2023 355


Principle 7.3 Financial Problem-Solving Should the business encounter or be likely to encounter any financial problem, the Board of Directors will make sure that the business has a plan or any other mechanism to solve such financial problem, taking into account the stakeholders’ rights. (1) Should the business be likely unable to service its debts or have any financial problem, the Board of Directors will closely monitor and cause the business to operate with due care and comply with the requirement of disclosure of information. Samples of such indicators that the business is likely to encounter financial problems include (1) ongoing loss; (2) poor cash flow; (3) incomplete financial information; (4) lack of proper accounting system; (5) lack of cash flow and budget forecasts; (6) lack of business plan; (7) liabilities greater than assets; (8) problems with inventory distribution and debt collection, etc. (2) The Board of Directors will cause the business to develop a financial problem-solving plan, taking into account fairness to stakeholders, including creditors, and monitor the problem-solving, whereby the Management will regularly report on the status thereof. (3) The Board of Directors will make sure that the Company’s decisions on financial problem-solving by any means are justifiable. Principle 7.4 Sustainability Report The Board of Directors will prepare the sustainability report as appropriate. (1) The Board of Directors will consider the suitability for disclosure of information on compliance with the laws, the code of conduct and practices, risk management, the anti-corruption policy, treatment of staff and stakeholders, including fair treatment and respect for human rights, as well as the social and environmental responsibility, subject to the reporting framework which is locally or internationally accepted, as appropriate for the business. (2) The Board of Directors will oversee the disclosure of information on significant matters which reflect such practices towards creation of value to sustainable business. Principle 7.5 Investor Relations The Board of Directors will cause the Management to set up an Investor Relations unit to communicate and publicize information and updates beneficial to shareholders, investors, analysts and concerned parties as appropriate, in an equal and timely manner. (1) The Board of Directors has a policy to communicate and disclose information to third parties properly, equally and timely via appropriate channels, safeguard confidential information and price sensitive information, and communicate to ensure the same understanding throughout the organization for the purpose of compliance with such policy, namely: - to communicate such information on the Company’s financial position to shareholders, analysts and concerned parties via a variety of channels as appropriate to the circumstances, e.g., the analysts’ meetings, the Opportunity Day of the SET, or press releases, etc. - to communicate and disclose information on Investor Relations via the Company’s website, e.g., financial information, securities prices, highlight reports, information for shareholders, contact information and contact channels with the Investor Relations, etc. 356 WHA CORPORATION PUBLIC COMPANY LIMITED


(2) The Board of Directors will require the Management to appoint a responsible person specifically authorized to provide information to third parties, who must be qualified for such functions, understand the Company’s business, including its objectives, main goals, corporate values, with good communication skills with the capital market. (3) The Board of Directors will ensure that the Management sets the direction for and support the Investor Relations’ activities, e.g., by way of a procedure for provision of information, a policy on price sensitive information management, and clearly designates the duties and responsibilities of the Investor Relations unit to ensure an efficient communication and disclosure of information. Principle 7.6 Dissemination of Information via Information Technology The Board of Directors promotes the use of information technology not only to disseminate information as required by the rules and channels of the SET, but also to disclose information in Thai and English via other channels, such as, the Company’s website, and keep the same up-to-date, including the following information: - vision, mission and corporate values; - nature of business operations of the Company; - lists of the Board of Directors and high-ranking executives; - financial statements, report on financial position, operating results, management discussion and analysis (MD&A), both current and previous versions; - Annual Registration Statements (Form 56-1), Annual Reports and/or Form 56-1 One Reports available for download; - any other information or documents presented by the Company to analysts, fund managers or the media; - shareholding structure and the company group structure - group of major shareholders; - notices and minutes of the shareholders’ meetings - articles of association and memorandum of association; - corporate governance policy, anti-corruption policy and practices, and key policies or charters, e.g., Board of Directors Charter, all subcommittees’ charters, code of conduct and practices, etc.; - contact information of whistleblowing, Investor Relations, and Company Secretary. FORM 56-1 ONE REPORT 2023 357


Principle 8 Shareholders’ Engagement and Communications The Company recognizes and focuses on the rights of shareholders to be informed of the Company’s information and updates accurately, completely, sufficiently, timely and equally, including their rights to attend shareholders’ meetings and participate in the decision-making on significant matters, e.g., appointment or removal of directors, determination of directors’ remuneration, appointment or removal of the auditor and determination of the auditor’s fee, declaration of dividends, determination or amendment of the articles of association and the memorandum of association, capital decrease or increase, and approval of special transactions as required by laws, etc. In addition, the Company also takes into account the equitable treatment for shareholders and protection of their rights. The Board of Directors will have a policy and procedure for holding Shareholders’ Meetings of the Company to promote and facilitate every group of shareholders, including institutional investors, to exercise their rights, and respect the equitable treatment for shareholders, as follows: Principle 8.1 Shareholders’ Engagement The Board of Directors will make sure that shareholders are engaged in the decision-making on significant matters of the Company, as follows: (1) to oversee significant matters in terms of both legal issues and issues which may affect the Company’s business direction to be considered and/or approved by the Shareholders’ Meeting, by incorporating such significant matters in the agenda of the Shareholders’ Meeting; (2) to promote the equitable treatment for shareholders, whereby the Company will allow the minority shareholders to propose agenda items and/or nominate candidates for election as directors ahead of an annual ordinary general meeting of shareholders, and send their questions in advance, via the channels and under the criteria as announced by the Company; (3) to ensure that the notice of the Shareholders’ Meeting contain accurate, complete and sufficient information for shareholders’ exercise of their rights, i.e., (3.1) to send the notice of the Shareholders’ Meeting, together with a complete set of related documents, to shareholders at least 21 days prior to the date of the meeting, and disseminate the same on the Company’s website for at least 28 days before the date of the meeting, and subject to the timeframe as required by laws; (3.2) to allow shareholders to send their questions relating to the Company in advance before the date of the meeting via the channels and subject to the criteria for submission of questions in advance, as published on the Company’s website. 358 WHA CORPORATION PUBLIC COMPANY LIMITED


(3.3) to prepare and publish the notice of the Shareholders’ Meeting and related documents in Thai and English, comprising the following particulars: - date, time and place of the Shareholders’ Meeting; - agenda of the meeting, which must be identified as agenda items for information or for approval, and must be clearly proposed in separate matters; - purpose or rationale, and opinions of the Board of Directors on the respective agenda items proposed; - proxy forms as prescribed by the Ministry of Commerce, whereby at least one independent director’s profile must be provided for shareholders to grant proxy to attend the meeting and vote on their behalf; - other supporting information, namely, voting procedures, vote counting and announcement, voting rights of the respective classes of shares, profile(s) of independent director(s) nominated as shareholders’ proxy, documents required to be presented by shareholders before attending the meeting, proxy supporting documents, and map of the meeting place, etc. Principle 8.2 Shareholders’ Meetings The Board of Directors will ensure that the Shareholders’ Meeting is conducted properly, transparently, and efficiently to facilitate shareholders to exercise their rights, as follows: (1) to schedule the date, time, and place of the meeting, taking into account the shareholders’ convenience to attend the meeting, e.g., proper and sufficient time for discussion, convenient place of the meeting for commuting, or electronic meeting for convenience, etc.; (2) to prevent any acts which may restrict the rights to attend the meeting or impose an unreasonable burden on shareholders, and should any shareholders be unable to attend the meeting, the Company should allow the shareholders to grant proxy to an independent director or any person to attend the meeting on their behalf by using one of the proxy forms provided by the Company with the notice of the meeting; (3) to promote the use of technology in the Shareholders’ Meeting in respect of shareholders’ registration, vote counting and display, in order to facilitate the conduct of the meeting rapidly, accurately and precisely; (4) to have the Chairman of the Board of Directors preside over and conduct the Shareholders’ Meeting in compliance with the applicable laws, rules and the Company’s articles of association, allocate time for each agenda item as appropriate, and allow shareholders to express their opinions and ask questions to the meeting on matters related to the Company; (5) to engage shareholders in the decision-making on significant matters by conducting the Shareholders’ Meeting in the order of the agenda as stated in the notice of the Shareholders’ Meeting, whereby directors as participants and shareholders do not encourage any unnecessary addition of agenda item which is not duly predetermined, particularly such significant agenda item in which shareholders need to take some time to study information before making their decisions; FORM 56-1 ONE REPORT 2023 359


(6) The Board of Directors has a policy to have all directors the Chief Executive Officer and high-ranking executives concerned attend the meeting in order for shareholders to ask questions on various issues; (7) before the meeting is called to order, shareholders will be informed of the number and percentage of shareholders present at the meeting in person and by proxy, meeting procedures, voting and vote counting procedures; (8) in case of any particular agenda item which contains various matters, the chairman of the meeting will arrange for separate voting for the respective matters, for instance, in the agenda item for appointment of directors, shareholders may exercise their voting rights to appoint directors individually, and the voting results will be announced on an individual basis, etc.; (9) to encourage the use of voting cards and have an independent individual (e.g., a retail shareholder, legal consultant, or independent auditor) count the votes and present the results of votes for, against and abstention on each agenda item to the meeting, which will be recorded in the minutes of the meeting accordingly. Principle 8.3 Resolutions and Minutes of the Shareholders’ Meeting The Board of Directors will ensure that the disclosure of resolutions of the Shareholders’ Meeting and the preparation of the minutes of the Shareholders’ Meeting are accurate and complete. (1) The Board of Directors will cause the Company to disclose such resolutions of the Shareholders’ Meeting and the voting results within the next business day via the SET News Portal and on the Company’s website. (2) The Board of Directors requires the Company to deliver a copy of the minutes of the Shareholders’ Meeting to the SET and relevant authorities within 14 days from the date of the Shareholders’ Meeting or as required by laws or relevant authorities. (3) The Board of Directors will ensure that the minutes of the Shareholders’ Meeting contain complete information, which at least includes the following: - list of names and positions of directors and executives present at the meeting and the percentage of directors’ attendance/absence; - voting and vote counting procedures, resolutions of the meeting, voting results (for, against and abstention), including the number of votes for the respective agenda items; - questions and answers at the meeting, including full names of those who asked and answered the questions. 360 WHA CORPORATION PUBLIC COMPANY LIMITED


WHA CORPORATION PUBLIC COMPANY LIMITED WHA CODE OF CONDUCT AND PRACTICES APPROVED BY THE BOARD OF DIRECTORS’ MEETING NO. 7/2023 ON OCTOBER 27, 2023 EFFECTIVE FROM OCTOBER 28, 2023


Message from the Chairman of the Board of Directors WHA Corporation Public Company Limited and its group companies adhere to operate the business with integrity, fairness and transparency in compliance with applicable laws and rules as well as the Corporate Governance Policy to ensure that the business operations in every country where we operate continuously promote the corporate governance principles and focus on integrity and ethics, environment social and governance (ESG) through transparent management, stakeholder engagement, competitive potential, and long-term profitability towards becoming a sustainable organization. The Board of Directors has established “WHA Code of Conduct and Practices” to ensure that all directors, executives and employees of WHA Group are knowledgeable, understand and realize their roles, duties, and responsibilities, and strictly comply with the set practices, and to also provide such measures for whistleblowing, monitoring procedures and arrangements for compliance, including review of these WHA Code of Conduct and Practices on a regular basis. The Board of Directors promotes and supports to communicate these WHA Code of Conduct and Practices to make sure that all concerned stakeholders realize the significance thereof and put them into practice towards the common goal of becoming a transparent organization with sustainability. - Somkid Jatusripirak - Mr. Somkid Jatusripirak Chairman of the Board of Directors WHA Corporation Public Company Limited 362 WHA CORPORATION PUBLIC COMPANY LIMITED


Definitions Company refers to WHA Corporation Public Company Limited. WHA Group refers to WHA Corporation Public Company Limited and its subsidiaries, including affiliated companies in which the Company has the power to control, direct and lay down policies. Directors refers to such persons holding directorship on the Board of Directors of WHA Corporation Public Company Limited. Executives refers to managers or such persons holding top 4 executive positions descending from managers, all those holding the fourth executive positions, and includes such persons holding executive positions in accounting or finance at the level of department manager and above or equivalent, of WHA Corporation Public Company Limited. Employees refers to permanent employees, temporary employees, probationary employees, fixed-term employees, contract employees, under the work rules and regulations and the conditions of employment of WHA Group, including employees who have been employed through contractual parties. Authorized spokespersons refers to Group Chief Executive Officer, Chief Financial Officer, Investor Relations Director and concerned persons authorized by the Chief Executive Officer, with the duties and responsibilities to communicate any data and information of WHA Group to all stakeholders, including investors, analysts, financial institutions and the press, provided that sharing of non-public inside information, which is material to change in share prices or the decision-making to invest, shall require approval from the Chief Executive Officer before further proceeding. Personnel refers to directors, executives and employees. Stakeholders refers to shareholders, investors, employees, customers, business partners, creditors, joint venture partners and business alliances and representatives, government agencies, private sector and communities. Information disclosure refers to such disclosure of detailed information relating to the Company’s business activities under the Public Limited Companies Act B.E. 2535 (1992) (as amended), the Securities and Exchange Act B.E. 2535 (1992) (as amended) and applicable rules, notifications, regulations and requirements. Conflict of interest refers to any activities which may involve personal interest or that of any persons influential to the decision-making. Inside information refers to non-public information or information for use solely for the Company’s objectives, and not intended for personal use, including information temporarily kept and undisclosed by the Company, e.g., financial information, dividend payouts, business merger, acquisition of material commercial contracts undisclosed to the public, etc. Human rights refers to human dignity, basic rights and freedoms by birth and equal treatment without discrimination in terms of race, religion, gender, color, language, ethnic origin or any other status. SEC Office refers to the Office of the Securities and Exchange Commission. FORM 56-1 ONE REPORT 2023 363


1. Guidelines on Business Operations These WHA Code of Conduct and Practices apply to the personnel of WHA Group at every level and position, regardless of whether they have signed in acknowledgment thereof or not. WHA Group realizes that the good corporate governance principles in its business operations and reputation in terms of integrity are materially valuable to WHA Group’s success, including growth, prosperity, business profits, reputation, integrity and confidence of WHA Group as a whole. Furthermore, we encourage our affiliated companies, joint ventures, consortiums and business alliances and representatives to comply with the good corporate governance principles that are adopted internationally, including these WHA Code of Conduct and Practices, so as to achieve goals of business collaboration with sustainability. 1.1 Vision and Mission Vision “Be recognized as a market leader in aligning vertical integrated logistics facilities provider, total solution industrial estates, utilities, power, and digital infrastructure platforms with high quality capturing throughout value chain in Asia”. Mission (1) To fulfill requirements of key major business partners, shareholders and stakeholders (2) To focus on innovative and effective strategy, business, finance, service quality, safety, environment, community, and good governance disciplines (3) To create a last-long relationship with strategic alliance (4) To provide unrivalled quality products with knowledge and expertise that lead to win-win solutions (5) To maintain financial discipline to maximize return on equity (6) To develop world class logistics facilities, industrial estates, utilities, power and property customer solutions (7) To differentiate comprehensive platform for both infrastructure data center as well as customized service solutions for leading MNCs and Thai conglomerates (8) To develop, engage talent and experience team to enhance organizational core competency 1.2 Corporate Values of WHA Group ADVANCED Think, plan, and initiate new things to deliver values that help create sustainable growth for customers and contribute to the organization’s breakthrough. CHAMPION Determined to create success in everything we do, not stuck on failure or success in the past but striving to push ourselves beyond the limits to overcome new challenges and create a sense of unity together. RESOURCEFUL Determined to continuously develop ourselves to gain deep and thorough knowledge in what we do, diligently working to enhance our skills and experiences to boost confidence and deliver value to others professionally. INTEGRITY Living with honesty, integrity, firm in our commitments to earn trust and confidence from others, and collaboratively build and maintain transparency in our working culture. 364 WHA CORPORATION PUBLIC COMPANY LIMITED


1.3 Legal Compliance The Company’s objectives are to operate lawful business in compliance with various requirements and respect the stakeholders’ rights, as follows: (1) To strictly comply with applicable laws, requirements, rules and regulations; (2) To comply with these “WHA Code of Conduct and Practices,” including local customary practices, culture and traditions in the countries where we operate business; (3) To be committed to operating business with transparency, integrity and fairness; (4) To ensure that we behave as a good citizen and instill a good conscience in our employees; (5) To take into account benefits and impact from the organization’s operations with equality and fairness to society and stakeholders of the Company; (6) To operate business with responsibility and protect the interest of stakeholders and society; (7) To create a strong system to prevent fraud and corruption through an internal audit system; (8) To engage WHA Group’s personnel in the anti-corruption, report on any conflict of interest, including effective communications and promotion of the quality of life in the course of work performance; (9) To provide stakeholders with channels for grievance and sharing of opinions, including such measures for protection of complainants or whistleblowers. 2. Guidelines for Compliance with the Code of Conduct 2.1 The Company’s Code of Conduct WHA Group’s personnel shall duly behave in compliance with the Company’s regulations, requirements, announcements and orders and those of their supervisors in the higher line of command, namely: (1) To support the policies and strict compliance with the Company’s regulations, requirements, orders, terms, announcements or circular letters announced to WHA Group’s personnel; (2) To perform their duties with integrity and fairness, and to promptly report any events which may cause damage to the Company’s reputation and property; (3) To act politely with honors and respect to colleagues; (4) To perform duties diligently and industriously, comply with the Company’s regulations, procedures and corporate governance as a good role model to general employees, and to ensure the Company’s prosperity and due compliance with the course of righteousness; (5) To safeguard the benefits and secrets of the Company, customers or in relation to any activities with the Company which must be strictly kept undisclosed. The dissemination of information relating to financial business and identity of the Company shall only duly proceed in accordance with the authorized procedures and must be carried out carefully and efficiently. Therefore, throughout and after the employment period of WHA Group’s personnel, all personnel of WHA Group shall keep such information confidential, and in the event of any disclosure or delivery of such information to others or use of such information for any other purposes than for performance of duties for the Company, such personnel of WHA Group agrees to be liable to compensate the Company for any damage as actually incurred in all respects; FORM 56-1 ONE REPORT 2023 365


(6) To help safeguard and protect the Company’s property from damage or loss, whether by any person or disaster, to the fullest extent possible, and to refrain from using any items, whether the Company’s equipment or property, for personal interest or that of others irrelevant to the Company’s business operations; (7) To ensure that WHA Group’s personnel manages the operations based on morality and ethics, and promote the awareness of morality and ethics at all levels in the Company, as well as oversee, monitor and resolve any potential conflict of interest; (8) To ensure that heads and supervisors in the relevant line of command of WHA Group shall closely and fairly treat their subordinates without prejudice; (9) To ensure that WHA Group’s executives and employees shall be ready to work as a team and listen to opinions of others; (10) To ensure that WHA Group’s executives and employees shall strictly comply, as well as support and supervise their subordinates to comply, with the Company’s regulations, discipline and requirements in respect of the use of the Company’s computer system, computer data, computer traffic data, so that the use of the Company’s computers complies with the computer law, copyright law or other applicable laws in order to prevent any damage to the Company’s reputation and image. 2.2 Things Not to do WHA Group’s personnel shall refrain from acting or behaving themselves in such manner detrimental to the Company and themselves for instance: (1) Spending the Company’s working hours to perform other activities or for personal business; (2) Operating any business which is the same as and in competition with the business of the Company and subsidiaries, whether for personal gain or that of others, or being a shareholder with managerial power which may cause damage to the Company, whether directly or indirectly; (3) Behaving in such manner detrimental to their positions, duties and the Company’s legacy; (4) Informing or using false statements or concealing such facts that should have been reported to the Company; (5) Performing work with negligence or acting in any manner inappropriate to the performance of duties as WHA Group’s personnel to be duly achieved in good faith; (6) Concealing or distorting the truth in order to obtain personal benefits or those of others, which may be detrimental to the Company, whether directly or indirectly; (7) WHA Group’s executives and employees shall not impede or act in any manner to impede the due performance of functions by any authorized persons and/or issue any order requiring the employees to act unduly or unethically; (8) Violating the civil and criminal laws, with the intention to cause damage to the Company, themselves or third parties; (9) Disclosing wages or salary, salary increase rate of their own or others, whether with or without intention; 366 WHA CORPORATION PUBLIC COMPANY LIMITED


(10) Demanding or agreeing to accept property or any other benefits from customers, partners, suppliers, competitors or any other persons doing business with the Company, or any hospitality proven to be unreasonable, except for gifts in the customary practice or such hospitality in the ordinary course of business, or business promotional expenses for commercial reputation in exchange according to the tradition, provided that any of those items which exceeds THB 5,000 in value must be promptly reported to their immediate supervisors; (11) Bribing, whether directly or via a third party, and/or abusing influence over state officials, customers or partners in violation to the Company’s anti-corruption policy; (12) Playing or involving in gambling in the Company; (13) Proceeding with any addition, deletion, revision or recording of any false information in order to change or distort the operating results, and intentionally record any accounting entries contrary to the truth; (14) Paying money or making business arrangements with the aim of fraud and corruption; (15) Being insolvent to the extent that adversely affects the work performance for the Company; (16) Failing to protect information relating to intellectual property of the Company or acquired by the Company from the performance of duties as WHA Group’s personnel; (17) Infringing intellectual property of others; (18) Taking any acts through the performance of duties for the Company for undue personal gain or that of others; (19) Having any units other than the purchase unit to seek support from partners or suppliers (provided that should such support be required for the benefit of the Company, such units shall consult with the purchase unit to be in charge of such arrangements, except for such activities involving marketing, the business development department shall be in charge); (20) Acting in such manner to disregard or facilitate any person to derive benefits or unduly access or interfere with the Company’s computer system, computer data, computer traffic data or without the Company’s permission, or intentionally support or allow to happen or exist any misconduct on the part of any service provider under the computer law or copyright law or other applicable laws. 2.3 Conflict of Interest The Company primarily realizes the significance of considering various transactions which may give rise to conflict of interest, with transparency and for the benefit of the Company. Therefore, we focus on prevention of transactions with potential conflict of interest, connected transactions or related-party transactions, as follows; Policy on Conflict of Interest (1) WHA Group’s personnel must comply with the WHA Code of Conduct and Practices, which are material to be strictly adhered to, in order to be trustworthy and reliable to all stakeholders, and communicate such information and understanding into practice by all personnel throughout the Company. (2) WHA Group’s personnel must inform the Company of any relationship or connected transactions which may give rise to conflict of interest. (3) In case of transactions with potential conflict of interest, connected transactions or related-party transactions, such transactions must comply with the good corporate governance principles and subject to the rules set out by the Stock Exchange of Thailand and the SEC Office. FORM 56-1 ONE REPORT 2023 367


Practices on Conflict of Interest (1) WHA Group’s personnel must perform their duties with integrity without seeking personal gain in conflict with the Company’s interest, and avoid any activities which may give rise to a conflict of interest or may affect personal gain or that of others which would influence the decision-making or the performance of duties and affect the organization. (2) WHA Group’s personnel must not engage in any activities of the same nature as and in competition with the businesses of the Company and subsidiaries, whether for personal gain or that of others, or become a partner or shareholder with the managerial power, or a director in another legal entity of the same nature as or in competition with the businesses of the Company and subsidiaries, whether for personal gain or that of others. (3) WHA Group’s personnel must not use their power in such position and duties in favor of their personal gain or any other persons. (4) WHA Group’s personnel must not demand or accept any property, gifts, consideration or any other benefits from concerned business parties for themselves or others, whether directly or indirectly, in order to ensure any undue action or inaction or in exchange for any benefits or special treatment from WHA Group, and should refrain from accepting or granting any gift, or offering or accepting any meal or entertainment. Should it be necessary and inevitable to do so, they should exercise their judgment as appropriate, taking into account the traditions, applicable laws, rules and notifications, subject to the anti-corruption policy and practices. (5) WHA Group’s personnel must avoid executing any connected transactions in connection with themselves and related parties, which may give rise to a conflict of interest with the Company. Should it be necessary to execute such transactions, they shall inform the Company of their relationship or connection and that of the related parties in such transactions, and shall not participate in the consideration and approval of such transactions. (6) Should WHA Group’s personnel or their family members be involved or be a shareholder in such business in competition with the business of the Company or any activity which may give rise to a conflict of interest with the Company, such occurrence must be reported in writing to the Chief Executive Officer for information. (7) Should WHA Group’s personnel or their family members be a director, partner or advisor in another company or business entity, such position shall in no way be in conflict with the Company’s interest and the performance of their direct duties in the Company. (8) Any connected transactions and transactions with a conflict of interest shall be subject to strict compliance with the rules, procedures and disclosure of information on connected transactions under the notifications of the SEC Office and the Stock Exchange of Thailand. (9) Report on interest The Company’s directors and executives shall have a duty to prepare and submit a report on interest of directors and executives, including their related parties, for use as the basis of supervision of interest, on a yearly basis, and must prepare such report upon every change thereof. 368 WHA CORPORATION PUBLIC COMPANY LIMITED


The Company’s directors shall have a duty to report on their interest at least prior to considering such agenda of the Board of Directors’ Meeting and record such report in the minutes of the Board of Directors’ Meeting in order that any director with material interest in such manner which may prevent such director from providing his/her independent opinion, shall refrain from participating in the consideration of such agenda item at the Meeting. (10) Report on securities holding and change thereof The Company’s directors and executives shall have a duty to report on their holding and/or change of their holding of securities issued by the Company, whether held by themselves and/or by their related persons under Section 59 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) to the SEC Office in the form as set out by the SEC Office upon any purchase, sale, transfer or acceptance of transfer of securities (except for such transfer or acceptance of transfer thereof with a custodian holding securities on their behalf) within the following timeframes: - within 7 business days from the date of purchase, sale, transfer or acceptance of transfer of securities, provided that the Company’s directors and executives are not on the list of names in the SEC Office’s database of directors and executives; - within 3 business days from the date of purchase, sale, transfer or acceptance of transfer of securities, provided that the Company’s directors and executives are on the list of names in the SEC Office’s database of directors and executives. Such securities holding or change thereof shall also be notified to the Company Secretary in order to collect and conclude the report on securities holding for submission to the Board of Directors’ Meeting for further consideration and acknowledgment. Furthermore, the Company has a policy to require its directors and executives to report to the Board of Directors or the Company Secretary who is authorized by the Board of Directors, relating to their trading of the Company’s shares at least 1 day prior to trading. 2.4 Use of Inside Information and Confidentiality The Company realizes the significance of the use of inside information; therefore, WHA Group’s personnel shall strictly keep the Company’s inside information confidential, particularly non-public inside information or information which may affect the business operations or share price. Policy on Use of Inside Information (1) WHA Group’s personnel shall not use any opportunity or such information obtained from their work performance for personal gain and any business in competition with the Company. (2) WHA Group’s personnel shall not use any inside information for personal interest in trading the Company’s shares or provide such information to other persons for the purpose of trading the Company’s shares. (3) WHA Group’s personnel shall not disclose WHA Group’s confidential business information to third parties, particularly competitors, even after they are no longer WHA Group’s personnel. (4) The Company has set out disciplinary actions to be imposed on any violation of the use of inside information for personal gain, which may include written warning, wage cut, work suspension without pay or dismissal, to the extent permitted by law, depending on the intention and severity of such violation. FORM 56-1 ONE REPORT 2023 369


Practices on Use of Inside Information (1) It is prohibited to abuse the status as WHA Group’s personnel by using material inside information for personal gain, and it is also prohibited to disclose the Company’s confidential business information to third parties, particularly competitors, even after they are no longer WHA Group’s personnel. WHA Group’s personnel shall not use any opportunity or such information obtained from their work performance for personal gain and any business in competition with the Company. (2) WHA Group’s personnel are prohibited from using any inside information for personal interest in trading the Company’s shares or provide such information to other persons for the purpose of trading the Company’s shares. (3) WHA Group’s personnel, who have access to material inside information, which may affect the price of securities, are prohibited from using, disclosing or providing inside information to third parties, or using non-public inside information to unfairly take any action in relation to trading of the Company’s securities. (4) WHA Group’s personnel are prohibited from trading the Company’s securities before disclosing the Company’s financial statements or financial position and status, until the Company shall have disclosed such information to the public. In this regard, the Company shall notify its directors and executives in writing to suspend their trading of the Company’s securities at least 30 days prior to public disclosure, and they should wait at least 24 hours after public disclosure, and it is prohibited to disclose such material information to other persons. (5) The Company has set out a silent period for 14 days prior to the Company’s announcement of its financial statements to the Stock Exchange of Thailand. In this regard, WHA Group’s directors, executives, employees and the authorized spokespersons, who have access to information in relation to financial statements, which are inside information and may affect the price of securities, and which are not yet disclosed to the general public, shall not accept any appointment to provide information or answer any questions relating to financial statements or forecast of the Company’s operating results, by complying with the practices on disclosure of information of listed companies, except for such answer concerning the facts or provision of information already disclosed by the Company or clarification on any event which affects the Company’s share price. WHA Group gives priority and adheres to the accurate, complete, sufficient, regular and timely information disclosure with fairness and taking into account all stakeholders, and as such, has set out the “Information Disclosure Policy” for use as the practices for disclosure of information by WHA Group’s personnel and authorized spokespersons. Please see further information in the Information Disclosure Policy on the Company’s website. 2.5 Anti-Corruption The Company focuses on ensuring that WHA Group’s personnel understands and gives top priority to the anti-corruption in various forms, realizes their duties and responsibilities, and effectively applies the practices relating to anti-corruption and whistleblowing procedures, subject to regular monitoring and review of such policy and practices. 370 WHA CORPORATION PUBLIC COMPANY LIMITED


Anti-Corruption Policy and Practices The Company has clearly set out the Anti-Corruption Policy and Practices, including such practices for avoidance of any corruption risks, such as: - Practices for acceptance or grant of gifts; - Practices for charitable donations, grant and/or acceptance of sponsorship; - Practices for hospitality; - Practices for political contribution; - Practices for procurement; - Practices for revolving door. Please see further information in the Anti-Corruption Policy and Practices on the Company’s website. 2.6 Protection and Safekeeping of the Company’s Property The Company promotes WHA Group’s personnel to use the Company’s property to the optimum benefits, and encourages them to take good care and safeguard the Company’s property from any damage or loss, and to refrain from taking any other items, whether they be the Company’s equipment or property, for personal use or use by others irrelevant to the Company’s business operations. Practices on Protection and Safekeeping of the Company’s Property (1) Use the Company’s property cost-efficiently and to the fullest utilization; (2) Safeguard and protect the Company’s property from any damage or loss; (3) Refrain from taking any item, whether they are the Company’s equipment or property, for personal use. 2.7 Preparation and Storage of Information The Company requires WHA Group’s personnel to give priority to the management of inside information by preparing and reporting the same to meet the standards or as required by law, whereby such information must be kept in a secure place and available for reference. Practices on Preparation and Storage of Information (1) To prepare and report various documents correctly, completely, timely and in accordance with the standards or as required by law. (2) Not to add, delete, revise or record any false information to change the Company’s letters, reports or documents, e.g., distort the operating results, and intentionally record any accounting entries contrary to the truth, etc.; (3) To store such information according to the timeframe as required by applicable laws. FORM 56-1 ONE REPORT 2023 371


2.8 Intellectual Property, Information Technology and Cybersecurity Measures The Company has a clear policy to refrain from any actions which infringe intellectual property, and requires WHA Group’s personnel to duly and safely use the information technology system in accordance with the Company’s regulations on use of information technology. Practices on Use of Intellectual Property, Information Technology and Cybersecurity Measures (1) WHA Group’s personnel shall not take any action which infringes intellectual property, whether they be copyrights, patents or trademarks, trade secrets and other intellectual property as prescribed by law. (2) WHA Group’s personnel shall perform work using computer software which is duly copyrighted, and all computer software must be verified and installed only by the information technology department to prevent any use of pirated software. (3) WHA Group’s personnel must strictly comply with WHA Group’s announcements, regulations and requirements on use of the Company’s computer system, computer data, computer traffic data so that the use of WHA Group’s computers complies with the computer crime law, cybersecurity law, copyright law or other applicable laws in order to prevent any damage to WHA Group’s reputation and image. (4) It is prohibited to take any action in such manner to disregard or facilitate any person to derive benefits or unduly access or interfere with the Company’s computer system, computer data, computer traffic data or without the Company’s permission, or intentionally support or allow to happen or exist any misconduct on the part of any service provider under the computer law or copyright law or other applicable laws. (5) The Company uses a password system to access and use the information, and designates the validity period of password in order to minimize the risk of password being stolen and to protect the users’ identity for the purpose of cybersecurity. Please see further information in the Cybersecurity and Information Policy on the Company’s website. 2.9 Respect for Human Rights and Non-Discrimination of Labor and Human Rights Policy on Human Rights and Non-Discrimination of Labor and Human Rights WHA Group is aware of and committed to respect for human rights under the law and the international standards with respect to human dignity, freedom and equality of persons without discrimination, and as such, has announced its policy on human rights to make sure that WHA Group operates responsibly, complies with the laws, and applies the international principles on human rights, e.g., the Universal Declaration of Human Rights (UDHR), the United Nations Global Compact (UNGC), and the United Nations Guiding Principles on Business and Human Rights (UNGP), including the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, as the standard practices on management of human rights throughout the organization, and support employment of persons with disabilities, vulnerable groups, underprivileged groups, in line with the organization’s context, and participate in the management of impact on human rights which may arise throughout the Company’s value chain. WHA Group’s personnel must strictly comply with the policy on human rights and such commitment towards non-discrimination and anti-harassment. The scope of such policy on human rights covers the entire operations of the Company, subsidiaries and affiliated companies, business alliances and representatives, joint ventures, business partners and contractual parties. 372 WHA CORPORATION PUBLIC COMPANY LIMITED


Non-Discrimination of Labor and Human Rights WHA Group has the policy and practices not to take any action or support any discrimination regarding employment, payment of wage and remuneration, welfare benefits, training and development opportunity, promotion of job or position, termination of employment or retirement, and not to interfere with, obstruct or take any action which may affect any exercise of rights or treatment of employees on the grounds of distinction in terms of race, nationality, origin, color, religion, language, age, gender, marital status, sexual orientation, disability, labor union membership, employment committee membership, political preference or other personal opinion. Please see further information in the Policy on Labor and Human Rights on the Company’s website. 2.10 Treatment of Stakeholders The Company realizes the significance of caring and taking into account all groups of stakeholders, whereby the Company’s business operations also take all groups of stakeholders’ rights into consideration. (1) Policy and Practices on Treatment of Employees The Company realizes that the employees are valuable resources regardless of any part of their work, and constitute a major factor to successful achievement of the Company’s goals. In this regard, it is the Company’s policy to fairly treat its employees in terms of opportunity, remuneration, appointment, transfer and skill development in line with such policy; therefore, the Company has set out the following practices: (1.1) Treat employees with courtesy and respect to their individualism; (1.2) Provide employees with fair remuneration, establish a provident fund, and focus on management of welfare benefits for employees; (1.3) Arrange for the working environment with safety to employees life and property as well as occupational health in the workplace; (1.4) Ensure that the appointment, transfer, reward and punishment of employees proceed in good faith, and based on their knowledge, competency and eligibility; (1.5) Focus on development of knowledge, competency and skills of employees by encouraging them to attend training and seminar, both internal and external, and always afford them equal opportunity for development of their competency in support of professional performance, as well as provide budget for annual training in various aspects for the employees’ development in terms of know-how, expertise and competency to efficiently perform their work; (1.6) Listen to opinions and suggestions on the basis of employees’ professional know-how; (1.7) Strictly comply with the law and requirements applicable to employees; (1.8) Consider providing fair remuneration to employees as appropriate, taking into account their knowledge, competency, qualifications and suitability based on performance, evaluation and assessment on an individual basis according to the Balanced Scorecard criteria, survey of external labor market in the same and other business sectors, including the business operating results based on the Company’s profitability each year. (2) Policy and Practices on Treatment of Shareholders The Company always keeps in mind that shareholders are owners of the business, and the Company has a duty to create value added to the shareholders in the long run. In this regard, the Company has set out the following practices: FORM 56-1 ONE REPORT 2023 373


(2.1) Perform its duty with integrity and make its decision on the basis of professionalism with due care, prudence and fairness to both major and minor shareholders for the optimum interest of shareholders as a whole; (2.2) Regularly present complete and true reports on the Company’s status, operating results, financial position, accounting and other matters; (2.3) Equally inform all shareholders of the future trends of the organization, both positive and negative aspects, on the basis of possibility with sufficient and reasonable supporting information; (2.4) Be forbidden from seeking personal gain and that of others by using any non-public information of the Company, or from taking any action which may give rise to a conflict of interest with the Company. (3) Policy and Practices on Treatment of Customers The Company realizes the significance of customers, and as such, has set out the following practices: (3.1) Provide services to customers with courtesy and enthusiasm, service mind, honesty, diligence and due care by treating customers as close relatives through rapid, effective and reliability services; (3.2) Keep customers’ information confidential and refrain from abusing the same for personal gain or that of any related persons; (3.3) Provide customers with accurate and adequate information and updates in a timely manner regarding services provided by the Company to customers without any exaggerated advertising that leads customers to misunderstand the quality or any conditions relating to the Company’s services; (3.4) Provide advice relating to procedures for efficient use of the Company’s services to the optimum interest of customers; (4) Policy and Practices on Treatment of Partners and/or Creditors The Company has a policy to ensure that its employees treat all partners and/or creditors fairly with integrity without taking advantage to partners and/or creditors, and taking into account the Company’s optimum interest, on the basis of fair compensation for both parties, without any circumstances giving rise to a conflict of interest, and subject to negotiations on the grounds of business relationships. In this regard, the Company has set out the following practices: (4.1) Not demand or accept or pay any undue benefits with respect to any dealings with partners and/or creditors; (4.2) Should there be any information that any undue benefits have been demanded or accepted or paid, disclose such details to partners and/or creditors and jointly resolve such issue fairly and rapidly; (4.3) Strictly comply with various conditions as mutually agreed upon, failing which in respect of any particular condition, such failure must be promptly notified to creditors in advance in order to jointly consider resolving such issue; 374 WHA CORPORATION PUBLIC COMPANY LIMITED


(4.4) The Company treats its creditors as strategic partners, and thus is committed to compliance with all obligations under the contracts executed with creditors, and shall not conceal any information or fact which may cause creditors to sustain damage, and should there be any event which prevents the performance of any contractual obligations, the Company shall give advance notice thereof to creditors in order to jointly resolve such issue, including such conditions on guarantee, capital management and default on the performance of any obligations; (4.5) The Company has a policy and regulations on procurement in the selection of partners or contractors, the evaluation of whom shall be classified by types of distributors or contractors under the suppliers evaluation regulations, subject to the evaluation criteria on partners or contractors classification, which shall apply to the consideration and selection of partners; (4.6) The Company has a policy to support local businesses by way of procurement from locally qualified contractors or distributors. Moreover, with its commitment and focus on management of the supply chain, taking into account the good corporate governance, corporate social and environmental responsibility, WHA Group has established the Supplier Code of Conduct as standards and practices for suppliers in line with WHA Code of Conduct and Practices. Please see further information in the Supplier Code of Conduct on the Company’s website. (5) Policy and Practices on Treatment of Competitors The Company has a policy to carry on its business with fairness, equality and integrity, by fairly treating its competitors without violating or eliciting any trade secret of competitors by fraudulent means. Therefore, the Company has set out the following practices: (5.1) Conduct themselves under the good competition frameworks; (5.2) Not seek any confidential information of competitors by dishonest or inappropriate means; (5.3) Not discredit competitors’ reputation by way of any malicious allegations or take any action without factual and fair grounds; (5.4) The Company does not support any business activity in favor of any particular competitor, opposes any unfair competition in the business operations, and focuses on compliance with the antitrust laws or trade competition laws. (6) Policy and Practices on Treatment of Society and Communities The Company has a policy to carry on its business beneficial to the economy, society and environment by behaving itself as a good citizen and fully complying with all applicable laws and requirements. The Company is also involved in the promotion and uplifting of the quality of life in society and communities where the Company is located for a better quality in parallel to the Company’s growth. In addition, the Company has a policy to promote its participation with various agencies in society, communities and nearby areas in terms of education, security and others. (7) Policy on the Environment and Climate Change The Company recognizes the significance of cost-efficient and effective utilization of natural resources and impact thereof on the environment and climate change, as well as conservation of natural resources and the environment. The Company operates its business by taking into account its responsibility for the environment, and as such, has set out the policy on the environment as follows: FORM 56-1 ONE REPORT 2023 375


(7.1) Carry on its business in strict compliance with the laws, rules, regulations and policies on the environment, taking into account such impact on natural resources, environment and climate change; (7.2) Formulate a corporate culture and raise awareness of WHA Group’s personnel to cooperate and take responsibility for management of the environment and efficient utilization of resources; (7.3) Promote and provide knowledge and training to employees on the environment; (7.4) Promote the environmental management system by way of, among others, cost-efficient utilization, measures on treatment and rehabilitation, replacement, monitoring to sustainable prevention of impact on natural resources and the environment; (7.5) Develop innovations in support of the business operations to minimize utilization of natural resources which may affect nature and the environment in the interest of sustainable growth. Please see further information in the Policy on Management of the Environmental Quality, Energy Conservation and Biodiversity on the Company’s website. (8) Policy and Practices on Government Sector The Company requires every transaction with government agencies to strictly comply with applicable local laws and regulations, and to refrain from taking any action which may influence the government officials to act inappropriately. Please see further information in the Stakeholder Engagement Policy on the Company’s website. 2.11 Occupational Safety, Health and Environment at the Workplace The Company sets out a policy to ensure that its employees perform work safely with occupational health at a good workplace, focuses on prevention of any potential accidents with best efforts, and encourages its employees to have safety awareness. In this regard, the employees are educated through training, and encouraged to maintain their good health, and the workplace is always kept in sanitary and safe conditions. The Company has set out the policy on occupational safety, health and environment at the workplace as follows: (1) Comply with applicable laws and requirements on occupational safety, health and environment at the workplace; (2) Prevent any accident, injury and illness in the course of work performed by employees for the Company’s business operations; (3) Minimize accidents, injury and illness in the course of work performed by employees; (4) Regularly improve the measures on occupational safety, health and environment at the workplace of the Company. 376 WHA CORPORATION PUBLIC COMPANY LIMITED


2.12 Protection of Personal Data The Company realizes the significance of protection of personal data and respect for privacy of data subjects. Therefore, in order to ensure that the processing of personal data is protected and in line with the objectives of such activities under the law on personal data protection, the Company has established the Personal Data Protection Policy for compliance by WHA Group’s personnel and as framework for the performance of duties to ensure that personal data, sensitive personal data and rights of privacy of data subjects are protected by law. Please see further information in the Personal Data Protection Policy on the Company’s website. 2.13 Political Activities WHA Group operates business on the basis of political neutrality in every country where we operate, and has no practice or policy to provide any political support or assistance, whether in money or in kind, to any political parties, groups, politicians and persons with political involvement, whether direct or indirect, and shall not undertake any activities which may jeopardize its political neutrality and/or sustain damage from its participation in such activities. WHA Group respects the right and freedom of expression and exercise of political rights by its personnel under the provisions of law. However, WHA Group’s personnel shall not claim their status as WHA Group’s personnel or use any property, equipment or devices of WHA Group for the purpose of any political activity. Should they participate in any political activity or express any political opinion, they should be careful and avoid any activity which may lead to an understanding that WHA Group supports or favors any particular political party, thereby causing damage to WHA Group. 2.14 Anti-Money Laundering The Company complies with the laws on anti-money laundering and prevention and suppression of terrorism financial support of any form in every country where we operate, and shall prevent from being instrumental in the money-laundering or terrorism financial support by taking precautions in the selection of suppliers and their background checks. In addition, the Company shall refrain from accepting any transfer or converting any property, or supporting any acceptance of transfer or conversion of property relating to the commission of any offense, with the aim of concealing the unlawful sources of property, and shall duly record such transactions and facts regarding financial or property in compliance with applicable laws, as well as focus on monitoring and providing any traces to the officials regarding any non-compliance with such laws. 2.15Trade Competition and Antitrust The Company is committed to complying with the trade competition and/or antitrust laws in every country where we operate, takes into account the code of ethics in its business operations with fairness and transparency subject to the scope of applicable laws, respects the principle of free competition, and refrains from seeking any undue business opportunities which jeopardize the competition and market mechanisms. FORM 56-1 ONE REPORT 2023 377


2.16Measures for Whistleblowing or Complaints Should there be any behavior or event which may be regarded as misconduct, such finding may be reported through the “whistleblowing or complaint” procedures and channels as follows: (1) Procedures and Steps for Proceeding upon Receipt of Whistleblowing or Complaint Summary of Procedures upon Receipt of Whistleblowing or Complaint (2) Whistleblowing or Complaint Channels Employees and stakeholders may proceed with the whistleblowing or complaint process, and provide any suggestions relating to corporate governance and these WHA Code of Conduct and Practices, for the purpose of (1) development/training; (2) resolution/improvement of its management; (3) fact-finding, through any of the following channels: The Company’s website https://www.wha-group.com/en/corporate-governance/corporate-governance?form=whistle_ blowing Electronic Mail To Group Chief Executive Officer [email protected] To the Audit Committee [email protected] Suggestion Box To Human Resources Department 21 competition, and refrains from seeking any undue business opportunities which jeopardize the competition and market mechanisms. 2.16 Measures for Whistleblowing or Complaints Should there be any behavior or event which may be regarded as misconduct, such finding may be reported through the “whistleblowing or complaint” procedures and channels as follows: (1) Procedures and Steps for Proceeding upon Receipt of Whistleblowing or Complaint (2) Whistleblowing or Complaint Channels Employees and stakeholders may proceed with the whistleblowing or complaint process, and provide any suggestions relating to corporate governance and these WHA Code of Conduct and Practices, for the purpose of (1) development/training; (2) resolution/improvement of its management; (3) fact-finding, through any of the following channels: The Company’s website https://www.wha-group.com/th/corporate-governance/corporategovernance?form=whistle_blowing#contact Electronic Mail To Chief Executive Officer [email protected] To the Audit Committee [email protected] Suggestion Box To Human Resources Department (3) Measures for Protection of Whistleblowers or Complainants WHA Group has provided a mechanism for protection of whistleblowers or complainants, including confidential safekeeping of complaints and restriction of access Summary of Procedures upon Receipt of Whistleblowing or Complaint Complainant Internal Audit Chief Executive Officer Audit Committee Complaint Review Unit Board of Directors Whistleblowing Channels Acknowledge conclusion of the Complaint End of Process Acknowledge Results Acknowledge Results Acknowledge Results Acknowledge Results End of Process Initial Review and Consideration of the Complaint Acknowledge Complaint/ Quarterly Report Acknowledge Complaint Acknowledge Quarterly Report End of Process Acknowledge Results and Follow-up Suggest Inspection Guidelines and Measures Acknowledge results and consider imposing disciplinary actions and/or possible legal punishments Notify the responsible unit to proceed with punishment Inspection Results Conduct the inspection Inspection completed Acknowledge violation / fraud / breach of business code / human rights, and punishment Approve Inspection Guidelines and Measures Approve Inspection Guidelines and Measures Complaint valid Complaint invalid Found no violation / fraud / breach of business code / human rights Found violation / fraud / breach of business code / human rights 378 WHA CORPORATION PUBLIC COMPANY LIMITED


(3) Measures for Protection of Whistleblowers or Complainants WHA Group has provided a mechanism for protection of whistleblowers or complainants, including confidential safekeeping of complaints and restriction of access to information only to those directly in charge. Whistleblowers or complainants shall not be demoted, punished or adversely affected, so as to rest whistleblowers or complainants assured of their protection as appropriate and fair. In this regard, the list of whistleblowers and complainants and the reports on whistleblowing and fact-finding shall be kept confidential and shall not be disclosed to any unauthorized persons, except for such disclosure as required by laws, orders of administrative organizations or competent officials or court orders. Those authorized to have access to such information shall be obliged to keep such information confidential and shall not disclose the same to others, except for such disclosure as required by laws, orders of administrative organizations or competent officials or court orders. Should there be any intentional violation by disclosing such information, the Company shall proceed in accordance with such regulations and/or take legal actions, as the case may be. 3. Compliance Monitoring and Review 3.1 WHA Group’s personnel shall be obliged and responsible to acknowledge, understand and strictly comply with these Policy and Practices, the compliance with which is not voluntary, and they may not claim that they do not know the existence of this Policy. Heads and supervisors in the line of command at all levels shall be in charge and consider it essential to make sure that the employees under their line of command acknowledge, understand and strictly comply with these WHA Code of Conduct and Practices. 3.2 Should there be any questions regarding these WHA Code of Conduct and Practices or any difficulty in the decision-making or any issues not clearly specified herein, WHA Group encourages such questions to be addressed, and initially, the personnel are requested to exercise their own discretion by posing the following questions to themselves: - Is that action probably against the law? - Does that action probably violate WHA Group’s regulations, policies and/or corporate culture? - Is that action socially acceptable and possibly disclosed? - Is that action probably detrimental to WHA Group’s reputation and image? - Does that action probably give rise to adverse effect on WHA Group’s stakeholders? Should such questions not possibly be answered by themselves, they should be submitted to their direct heads and supervisors in the line of command, who shall be in charge of providing initial advice. 3.3 WHA Group does not desire any actions to be taken against the law or in violation of these WHA Code of Conduct and Practices. Any violation by WHA Group’s personnel shall be strictly subject to disciplinary actions. Should there be any action which is believed to be against the law, rules, regulations and requirements of the government sector, WHA Group shall submit such case to the government officials for further action. 3.4 The Board of Directors has scheduled a regular review of the “WHA Code of Conduct and Practices” to be compatible with the current circumstances. 3.5 The compliance of this code of conduct will be considered and integrated into employee performance appraisal system. FORM 56-1 ONE REPORT 2023 379


4. Punishments Compliance with these WHA Code of Conduct and Practices forms an integral part of the discipline to be adhered to and strictly complied with by all personnel of WHA Group. 4.1 Disciplinary Actions (a) Verbal warning, with a record thereof in the personnel file, for first-time of minor misconduct Verbal warning shall be given to an employee who violates the regulations, requirements, orders, procedures or who is at minor fault, so as to allow such employee to improve and duly comply therewith, although such verbal warning may be recorded as evidence. (b) Written warning, with a copy in the personnel file, for repeated minor misconduct or second-tier misconduct Written warning shall be given to an employee who has previously been given a verbal warning, but still fails to improve, or repeatedly commits such misconduct, or for a rather serious misconduct which may not often arise. Written warning is thus intended to prevent any repeated misconduct and valid for one year (or 365 days) from the date such misconduct is committed by the employee. (c) Wage cut, salary cut, benefit cut, salary reduction or transfer of position Wage cut, salary cut, benefit cut, salary reduction or transfer of position and work suspension shall be imposed on an employee who commits a serious misconduct or a repeated misconduct in respect of which a warning has been given within one year (or 365 days), but not to the extent of termination of employment, and as such, the Company affords the employee an opportunity to improve and duly comply therewith. In this regard, these two disciplinary actions shall be regarded as a written warning under the law valid for one year (or 365 days) from the date such misconduct is committed by the employee. (d) Work suspension without pay, provided that work suspension order must be executed in writing and describe the misconduct, and the work suspension period shall not exceed 7 days, subject to advance notice to the employee before the work suspension. The Company may impose work suspension without pay not exceeding 7 working days each. In case of wage or salary cut, such cut shall not exceed 10 percent of wages or salary, and shall not exceed 3 months, which shall be regarded as a compensation for damages to the Company. The Company shall not allow any employee subject to work suspension in the course of any investigation, and any employees subject to disciplinary actions by way of work suspension without pay, to enter the Company’s premises without the Company’s permission. (e) Termination of employment or dismissal without severance pay Termination of employment or dismissal shall be imposed on any employee who commits a serious misconduct as prescribed in the work rules and regulations or a repeated misconduct in respect of which a warning has been given. This disciplinary action shall be imposed by the Company to any employee who commits any of the following misconduct or combination thereof, depending on the gravity of misconduct and consideration, regardless of the order of the above punishments. 380 WHA CORPORATION PUBLIC COMPANY LIMITED


4.2 Serious Misconduct subject to Termination of Employment without Warning An employee who commits any of the following actions shall be regarded as having committed a serious misconduct, in which case, the Company may immediately terminate his/her employment without a written warning. (a) Use any falsified document or provide any false statement in the job application or provide any false information to the Company or supervisor for personal gain; (b) Submit a false leave request or exercise his/her right to take leave in bad faith; (c) Record time attendance/departure for another employee or the other way around, or record time attendance/department contrary to reality; (d) Remove or attempt to remove the Company’s property from the location designated or installed by the Company, or out of the Company’s premises, without the Company’s permission, or destroy the Company’s property; (e) Carry out personal business or invent any item without permission for personal gain while on duty, or allow another person to do so, or use the Company’s vehicle, equipment, tools, materials or property for personal purposes without the Company’s permission; (f) Refuse to allow the Company’s security guards to search while entering or departing from the Company’s vicinity or such areas designated by the Company; (g) Accept and offer a bribe in the course of performance of duties, or deceive other persons in the Company’s name, or carry out any work for another company in the same business sector as the Company; (h) Blackmail, intimidate, threaten, assault, discredit, curse, be aggressive towards colleagues or supervisors, or cause any fight, physical assault or disorder in the Company, advertise, propaganda, spread a rumor, insult or defame others or the Company to sustain damage; (i) Deface, cross out, erase, add, revise or destroy the Company’s documents, announcements, orders, or write anything in the Company’s vicinity without the Company’s permission; (j) Reveal the Company’s management secret or business information without the Company’s permission; (k) Disobey any orders or refuse to perform work assignments without reasonable cause, or fail to comply with work procedures, or advise or encourage others to do so; (l) Act or make any gesture of sexual harassment, abuse, obscenity, lewdness or any sexually inappropriate conduct towards other employees; (m) Encourage, promote or join any strike against the law, or cause trouble in the workplace, or undermine the relations between the Company and its employees, or among employees, or between employees and their supervisors, or prevent other employees from performing their work; (n) Behave in a manner of a gangster, play gambling, drink liquor, intoxicants or narcotics during and outside the working hours in the Company’s vicinity or in front of the premises; (o) Intentionally or negligently cause damage to the Company’s property or that of others under the Company’s care, and the employee shall be held liable to compensate for such damage; (p) Have in possession, sell, distribute or support others to use illegal items, e.g., weapons, explosives, narcotics during and outside the working hours in the Company’s vicinity and in front of the premises; FORM 56-1 ONE REPORT 2023 381


(q) Accept engagement or work for any person, group of persons or legal entity that operates business identical or similar to that of the Company; (r) Intentionally or willfully cause self-injury or harm to others, or allow others to harm himself/ herself while performing work for the Company; (s) Abandon his/her work on duty without permission from supervisor; (t) Abuse his/her position and duties in the Company in bad faith, or become such person whom the Company may no longer trust to work for the Company; (u) Neglect, provide no cooperation or fail to comply with the work safety regulations which may cause the employee or others to be injured or dead, or cause the Company to sustain damage in its business operations or reputation, e.g., smoking in non-smoking area, failure to use personal protective equipment while performing work, failure to check the readiness and condition of equipment prior to use, etc.; (v) Act in defiance of the Company; (w) Employee commits a repeated misconduct for which a written warning has been given, or after wage cut or work suspension, without any circumstances to justify other forms of punishments; (x) Employee blocks or obstructs the Company’s entrance/exit such that the Company may not operate its business, or may not deliver goods to customers, or the Company consequently sustains damage, provided that the employee participates in a strike in violation of the Labor Relations Act. 4.3 Persons Authorized to Impose Disciplinary Actions (a) Heads and supervisors at all levels shall be empowered to impose only such disciplinary actions under Clause 4.1(a) and (b). (b) Executives in charge shall be empowered to impose such disciplinary actions under Clause 4.1, subject to the Internal Power of Attorney. 4.4 Reporting and Investigation of Misconduct When an employee is found to have committed any misconduct under the Company’s regulations, his/her head or supervisor shall conclude or report such misconduct for submission to the supervisor in the line of command in the designated form, which shall be forwarded to the Human Resources Department. Upon the Human Resources Department’s receipt of such report, such disciplinary misconduct shall be investigated and concluded in accordance with the Company’s regulations in association with the relevant unit. After the investigation results are finally concluded to impose any disciplinary action, the Human Resources Department shall proceed with documentation of such disciplinary action to the persons concerned as follows: (a) The employee whom such disciplinary action is imposed; (b) The department which such employee is reporting to; (c) Safekeeping at the Human Resources Department. 382 WHA CORPORATION PUBLIC COMPANY LIMITED


Board of Directors Charter WHA Corporation Public Company Limited Objective WHA Corporation Public Company Limited (the “Company”) has realized that good corporate governance plays important role in supporting the Company’s business operation to be efficient with sustainable growth. This results in the ultimate benefits to all relating parties, including employees, investors, shareholders, and other stakeholders. Therefore, the Board of Directors has resolved to establish this charter for all directors to recognize their duties and responsibilities, as well as Therefore, the Board of Directors has resolved to establish the Board of Directors Charter in order that all directors recognize their duties and responsibilities and perform their duties correctly and completely. 1. Composition of the Board of Directors 1.1 The Board of Directors, who shall perform the Company’s business operation, shall consist of at least 5 directors and not exceeding 12 directors, and at least one half of all directors shall reside in Thailand. 1.2 The Board of Directors shall consist of executive directors and non-executive directors, whereas the members of Audit Committee shall be included in the non-executive directors. 1.3 The Board of Directors shall appoint one director as Chairman of the Board of Directors (“Chairman”). In the case that the Board of Directors deems it appropriate, the Board of Directors may appoint one or more directors as Vice Chairman of the Board of Directors (“Vice Chairman”) to perform the duties as stipulated in the Articles of Association as assigned by the Chairman. 1.4 The Board of Directors shall consist of independent directors in the amount of not less than one-third of the total directors, which shall consist of at least 3 independent directors in any case. 1.5 The Chairman should be an independent director. In the event that the Chairman is not an independent director, the Board of Directors shall put their effort as follows: (1) the Board of Directors is composed of independent directors more than one half of all directors; or (2) an independent director is appointed to jointly consider setting out the agenda of the Board of Directors’ Meetings, who may be appointed as Lead Independent Director. 2. Qualifications of Directors 2.1 The nominated persons to be directors shall be knowledgeable and capable persons who have business experience, professional, specific skills, with appropriate education and age, without any discrimination based on gender, ethnicity, nationality, color, race, religion, or social and cultural background to ensure the diversity in the Board of Directors’ structure (Board Diversity). 2.2 The nominated persons must be a visionary person with a capacity of leadership, integrity, ethics, positive attitude towards the Company, and must be able to sufficiently devote the time to perform their duties for the Company. FORM 56-1 ONE REPORT 2023 383


2.3 The nominated persons shall not be blacklisted by any organization including the Securities and Exchange Commission Office (“SEC Office”) or have been sentenced to any crime. 2.4 The nominated persons to be the independent directors shall be qualified in accordance with the criteria determined by the Capital Market Advisory Board and/or SEC Office and the definition of the independent director of the Company. 2.5 The nominated persons shall possess other appropriate qualifications based on the structure and composition of the Board of Directors and business direction of the Company, through transparent nomination process to build the trust to shareholders. 3. Roles and Responsibilities of the Board of Directors 3.1 To perform their duties and supervise the Company in accordance with relevant laws, rules, regulations or notifications of the Capital Market Supervisory Board, the SEC Office, and the Stock Exchange of Thailand, in relation to the Company’s objectives, Articles of Association, resolutions of the Board of Directors and the shareholders’ meetings, with accountabilities, carefulness and integrity. 3.2 To determine the visions, strategy, business directions, policies, goals, business plans, budgets, management structure, and delegation of authority of the Company and its subsidiaries as proposed by the Management, and to supervise the performance of the Management, sub-committees, or other assigned persons to ensure that their performance is in compliance with the established policies efficiently and effectively for the utmost benefit of the Company and its shareholders and be able to compete at international level for sustainable growth. 3.3 To supervise business administration and performance of the Executive Committee, Chief Executive Officer, executives, or other designated persons, to ensure that their performance is in compliance with the policies and strategies established by the Board of Directors. 3.4 To establish the risk management policy and oversee the risk management process to be conducted efficiently and in accordance with international standards and the Company’s strategies. 3.5 To constantly monitor the Company’s performance to ensure that it has been conducted in compliance with business plan and budget of the Company. 3.6 To ensure that the Company and its subsidiaries apply the appropriate and efficient accounting systems, and to provide the internal control and internal audit systems. 3.7 To ensure that balance sheet and income statements at the end of the Company’s fiscal year will be prepared and certified in order to propose to the shareholders at the annual general meeting for approval. 3.8 To consider and endorse the selection and nomination/ appointment of the auditor(s) and the appropriate audit fee proposed by the Audit Committee before proposing to the shareholders at the annual general meeting for approval. 3.9 To establish the written policies relating the corporate governance principles including corporate social responsibility and environmental policy, and efficiently apply such policies to ensure that the Company is fairly responsible to all stakeholders. 3.10 To consider and approve the appointment of person(s) who has appropriate qualifications and is not prohibited under the Public Limited Company Act, B.E. 2535 (1992) (as amended), the Securities and Exchange Act, B.E. 2535 (1992) (as amended), including other relevant notifications, regulations and/or rules, to substitute a vacancy in the Board of Directors for any reasons other than the termination of the office term, and to consider and endorse the nomination/ appointment of 384 WHA CORPORATION PUBLIC COMPANY LIMITED


directors to replace the retiring directors, and determine the directors’ remunerations proposed by the Nomination and Remuneration Committee, in order to propose to the shareholders at the annual general meeting for approval. 3.11 To consider the appropriate structure, qualifications, and diversity of the Board of directors for the Company’s business, and to appoint sub-committees such as Audit Committee, Executive Committee, Corporate Governance and Sustainable Development Committee, Nomination and Remuneration Committee, Risk Management Committee, or other sub-committees, including to determine their duties and authorities in order to assist and support the Board of Directors’ performance. 3.12 To determine and to change the authorized director(s) who has authority to sign for binding the Company. 3.13 To approve the appointment of Chief Executive Officer and Chief of all divisions (C-Level) who are considered as the “Executives” as defined by the Capital Market Supervisory Board or SEC Office, and to determine their remuneration. 3.14 To seek professional opinions from external organizations or to seek advice from experts or advisors or to hire any external consultants or experts, where necessary, to support appropriate decision making. Relevant costs and expenses will be responsible by the Company. 3.15 To encourage directors and executives to attend seminars / training course organized by the Thai Institute of Directors which relates to their duties and responsibilities. 3.16 To consider and approve loans to any companies where the Company is its shareholders, or any companies which have business relationship with the Company or other companies, which will be subject to the Company’s Internal Power of Attorney (“IPOA”). 3.17 To approve any investment or divestment in ordinary shares and/or any kind of securities, which will be subject to IPOA. 3.18 To consider the Company’s capital increase or decrease, any change in par value, change of Memorandum of Associations, Articles of Association, and/or Objectives in order to propose to shareholders’ meeting for approval. 3.19 To consider and approve any establishment, merger, or dissolution of subsidiaries. 3.20 To assign or request the Management, any executives, or employees of relevant companies to explain, give opinions, attend a meeting, or submit any documents as deemed necessary and appropriate. 3.21 To authorize any one or more directors or any other person(s) to act on behalf of the Board of Directors. Regarding this, such delegation of authority and responsibility shall not cause the authorized directors or the sub-authorized to be entitled to approve any transactions which those persons or any person(s) who may have a conflict of interest would receive any interests, other benefits, or conflict of interests against the Company or its subsidiaries, except for the transactions which are approved by shareholders’ meeting(s) or the Board of Directors’ meeting(s). 3.22 To approve any interim dividend payment to shareholders. 3.23 To establish and supervise the Company to have the efficient anti-corruption system in order to ensure that the Management is aware and pays attention to the anti-corruption and embed organizational anti-corruption culture. In this regard, the Board of Directors shall comply with the anti-corruption measures and enforce any punishment in case of non-compliance. FORM 56-1 ONE REPORT 2023 385


3.24 To appoint a Company Secretary to support the Board of Directors to perform their duties in accordance with the relevant laws and regulations. 3.25 To establish goals and evaluate the performance of Chief Executive Officer for considering the appropriate remuneration, both short-term and long-term, according to his/her responsibilities for motivation. 3.26 To establish a framework for overseeing and managing organizational information technology in accordance with business requirements and to ensure that information technology is applied to increase business opportunity and business development, innovation so that the Company can achieve its main objectives and goals. 4. Roles and Responsibilities of the Chairman 4.1 The Chairman shall be responsible as the leader of the Board of Directors and has a duty to be the chairman of the Board of Directors’ meetings and the shareholders’ meetings. 4.2 To support the directors in the promotion and creation of an ethical corporate culture and good corporate governance. 4.3 To set out the agendas of the Board of Directors’ meetings in consultation with the Chief Executive Officer and take measures to incorporate significant matters in the agendas of the meeting. 4.4 To allocate sufficient time for the Management to propose matters and for directors to thoroughly discuss significant issues and promote directors to carefully exercise their discretion and independently express their opinions. 4.5 To promote good relationships between executive directors and non-executive directors, and between the Board of Directors and the Management. 5. Terms of Office of the Directors 5.1 At every Annual General Meeting of Shareholders, one-third of the total number of directors, or the number of directors nearest to one-third when such number is not a multiple of three, shall retire. The retiring directors shall be eligible for re-election. 5.2 In the case where there is a vacant seat, except for retirement by rotation, the Nomination and Remuneration Committee shall select and nominate qualified persons who possess the required qualifications and do not have any prohibited characteristics under the public limited company law and the securities and exchange law, for appointing as directors in replacement of such vacancies, unless the remaining term of office of the vacating directors is less than two months. If such vacancy occurs, any appointed persons shall stay in office only for the remaining term of such vacating directors who the appointed persons replace. 5.3 In the case of vacancies of all members in the Board of Directors, the said Board of Directors must perform any act in the name of the Board of Directors only in matters necessary until a new Board of Directors is in charge. 386 WHA CORPORATION PUBLIC COMPANY LIMITED


6. Board of Directors’ Meetings 6.1 At the Board of Directors’ meeting, at least one-half of the total number of directors shall present in order to constitute a quorum. In the case where the Chairman is not in the meeting or is unable to perform his/her duty, if there is the Vice Chairman, the Vice Chairman attending the meeting shall be the chairman of the meeting. In the case that there is no Vice Chairman or the Vice Chairman is not in the meeting or unable to perform his/her duty, the directors attending the meeting shall select one of the directors to be the chairman of the meeting; 6.2 The Company shall hold the Board of Directors’ meetings at least six times per year, where its agendas shall be clearly determined in advance. Special meetings can be held to consider any urgent matters. 6.3 Non-Executive Directors’ meeting shall be held at least once a year in order to allow the Non-Executive Directors and the Independent Directors to discuss their concerns or any interesting issues, without the attendance of the executives or any Executive Directors. 6.4 In calling the Board of Directors’ meeting, the invitation letter shall be submitted, by the Chairman or the assigned person, to all directors at least 7 days prior to the meeting date. In a case of necessity or any urgency to preserve the Company’s benefit, the meeting shall possibly be called by electronic means or other methods and be earlier held. In the case of an electronic conference, the invitation letter can be submitted by electronic means. In the case of electronic conference, the invitation letter shall clearly state that the meeting will be an electronic conference and which source of the electronic media that the directors can use for attending the meeting. 6.5 After the meeting, the Company Secretary is responsible to prepare the minutes of the meeting(s) and deliver to the Chairman for his/her signature in order to certify an accuracy of such minutes. 7. Remuneration of Directors Directors shall be entitled to the directors’ remuneration in the amount approved by the shareholders’ meeting. This revision of the Board of Directors Charter is approved by the Board of Directors’ Meeting No. 8/2023 on November 9, 2023 with effective from November 10, 2023. - Mr. Somkid Jatusripitak - (Mr. Somkid Jatusripitak) Chairman of the Board of Directors FORM 56-1 ONE REPORT 2023 387


Audit Committee Charter WHA Corporation Public Company Limited Objectives WHA Corporation Public Company Limited (“Company”) and the companies under WHA Group realized that the good corporate governance pays an important role in supporting the Company’s business operation to be efficient with sustainable growth. This results in the ultimate benefits to all relating parties, including employees, investors, shareholders, and other stakeholders. Therefore, the Board of Directors has authority to appoint the Audit Committee and has established Audit Committee Charter for the Audit Committee to be aware of and can completely perform their duties and responsibilities. 1. Compositions of the Audit Committee 1.1 The Board of Directors has authority to appoint at least 3 Independent Directors to perform the duties as the Audit Committee and can provide their independent discretions with abilities to understand basic financial statements which are necessary to be the Audit Committees. At least one of the Audit Committee must have accounting or related financial management skills or expertise as stipulated by applicable rules of the Stock Exchange of Thailand. The Audit Committee is entitled to directly contact with external auditors, Internal Audit and the Management of the Company. 1.2 The Audit Committee shall appoint one of their members to be the Chairman of the Audit Committee. 2. Qualifications of the Audit Committee 2.1 The Audit Committee shall consist of qualified persons who are knowledgeable in finance, economics, accounting, public administration, and other field of businesses suitable as standard factors to safeguard benefit of the shareholders and others. 2.2 Being the qualified persons as the Independent Directors of the Company as defined in the Corporate Governance Policy of the Company (qualifications of the Independent Director can be considered as appeared in the attachment to this charter). 3. Roles and Responsibilities of the Audit Committee 3.1 To review and ensure that the Company’s financial statements are accurate and adequately disclosed; 3.2 To review and ensure that the Company, including subsidiaries and affiliate companies have appropriate and efficient internal control and internal audit systems. To consider the independence of Internal Audit Department, and to approve the appointment/ re-allocation/ termination of Head of Internal Audit and/or hiring an external Internal Audit or any other agencies responsible for Internal Audit matters. To jointly attend meetings with Head of Internal Audit or other agencies responsible for Internal Audit matters without the presence of Management at least once a year. 388 WHA CORPORATION PUBLIC COMPANY LIMITED


3.3 To review and ensure that the Company complies with securities and exchange law, rules and regulations issued by the Stock Exchange of Thailand, and other laws relevant to the Company’s business. 3.4 To consider selecting and nominating an independent person(s) to act as an auditor(s) of the Company including the auditor’s remuneration and termination of such auditor, where appropriate, in order to propose to the Board of Directors, and to attend a meeting with the auditor without the Management’s presence at least once a year. 3.5 To consider related party transactions or transactions that may have conflicts of interest in accordance with laws and regulations of the Stock Exchange of Thailand to ensure that such transactions are reasonable on arm length basis and for the best interest of the Company. 3.6 To prepare a report of the Audit Committee to be disclosed in the Company’s Annual Report and/or 56-1 One Report. Such report must be signed by the Chairman of the Audit Committee and shall contain the following information: (1) the opinion on the accuracy, completeness, and reliability of the Company’s financial reports; (2) the opinion on the sufficiency of the internal control of the Company; (3) the opinion on compliance with the securities and exchange law, rules and regulations of the Stock Exchange of Thailand, or other laws relating to the Company’s business; (4) the opinion on the appropriateness of the auditor; (5) the opinion on the transactions that may give rise to conflicts of interest; (6) the amount of Audit Committee’ meetings and the attendance list of each member of the Audit Committee; (7) the overall opinions or suggestions that the Audit Committee obtained from performing their duties according to the charter; and (8) other information that shareholders and general investors should be informed under the scope of duties and responsibilities assigned by the Board of Directors. 3.7 In performing the Audit Committee’s duties, if it is found or suspected that the following transactions or actions may cause materially effect to the Company’s financial status and performance, the Audit Committee shall report to the Board of Directors in order to remedy such affect within a period that the Audit Committee deems appropriate: (1) a transaction having a conflict of interest; (2) a fraud or irregularity or major defect on the internal control system; (3) violation of the securities and exchange law, rules and regulations of the Stock Exchange of Thailand, or other laws relating to the Company’s business. If the Board of Directors or the executives do not remedy such matter within the period of time set out above, any member of the Audit Committee may report such matter to the Office of Securities Exchange Commission or the Stock Exchange of Thailand. FORM 56-1 ONE REPORT 2023 389


3.8 To review internal control policy and system in relation to anti-corruption. 3.9 To perform any other actions assigned by the Board of Directors, with the consent of the Audit Committee. 3.10 To be responsible for any whistle blowing matter submitted by employees relating to inappropriate financial statements, including other fraud issues which shall be investigate independently with appropriate monitoring procedures. 3.11 To review Article of Association and past year performance at least once a year. In performing the above duties, the Audit Committee is directly responsible to the Board of Directors, and the Board of Directors is responsible for the Company’s performance to the third parties. The Audit Committee is responsible for overseeing, the Management is responsible for the preparation of the Company’s financial statements, and the external auditor has the duty to audit such financial statements. The Audit Committee and the Board of Directors are jointly acknowledged that the Management, the Internal Auditor, and the external auditor have more resources and time, as well as knowledge of accounting, auditing, internal control systems, and preparation procedure for the financial statements. However, the role of the Audit Committee does not provide any guarantee to the financial statements and financial information that the Company provides to the shareholders and other persons. The Board of Directors is authorized to amend or change the definition of the Independent Director’s qualifications, qualifications, scope of power, duties, and responsibilities of the Audit Committee in order to comply with the rules and regulations of the Office of Securities and Exchange Commission, the Stock Exchange of Thailand, the Capital Market Supervisory Board, and/or other related laws. 4. Term of Office of Audit Committee 4.1 The term of office of each member of the Audit Committee member is equal to the Board of Directors’ term of office from the date of appointment. The member who retires by rotation shall be eligible for re-appointment. 4.2 In case of a vacancy other than the retirement by rotation, the Board of Directors shall elect a qualified person to be a substitute member of the Audit Committee so that the total number of the Audit Committee remains in full as stipulated by the Board of Directors, unless the remaining term of office of the vacating director is less than 2 months. The substitute member shall hold office only for the remaining term of office of the member whom he/she replaces. 390 WHA CORPORATION PUBLIC COMPANY LIMITED


5. Meetings of the Audit Committee 5.1 The meetings of the Audit Committee shall be held regularly at least 4 times a year or more where necessary, and prior to the board of directors’ meeting. 5.2 At the Audit Committee’s meeting, at least one-half of total members of the Audit Committee must be present to constitute a quorum. In case the Chairman of the Audit Committee is absent or unable to perform his/her duty, the members of the Audit Committee attending the meeting shall appoint a member of the Audit Committee to be the chairman of the meeting. 5.3 Decisions in the meeting shall be by a simple majority vote. Each member of the Audit Committee is entitled to one vote. In the event of tie vote, the chairman of the meeting shall have a casting vote. The member of the Audit Committee who has an interest in any matter, he/she shall not be entitled to vote on such matter. 5.4 In calling a meeting of the Audit Committee, the Chairman of the Audit Committee or a delegated person shall serve meeting notices to all members at least 7 days prior to the meeting date. Where it is necessary or urgent, the meeting may be called by other methods and an earlier meeting date may be choosing. In case of electronic conference, the notice can be sent via electronic media. 5.5 When the Meeting ends, the secretary to the meeting is responsible to prepare the minutes of the meeting(s) and deliver to the Chairman for his/her signature of such minutes in order to certify an accuracy according to the resolution of the Audit Committee’s meeting. 6. Remuneration The members shall be entitled for remuneration in the amount approved by the shareholders’ meeting. This revision of the Audit Committee Charter is approved by the Board of Directors’ Meeting No. 8/2023 on November 9, 2023 with effective from November 10, 2023 onwards. - Somkid Jatusripitak - (Mr. Somkid Jatusripitak) Chairman of the Board of Directors FORM 56-1 ONE REPORT 2023 391


Attachment to Audit Committee Charter Qualifications of the Independent of WHA Corporation Public Company Limited The qualifications of independent directors of the Company are more stringent than the qualifications of independent directors under the rules of the SEC Office and the SET, as follows: (a) Holding no more than 0.5 percent of all voting shares of the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers, inclusive of the shareholding by those related to that particular independent director; (b) Not being or never having been a director participating in administration, an employee, staff member, advisor who receives regular salary or a controller of the Company, its parent company, subsidiaries, associated companies, subsidiaries of the same tier, major shareholders or of a controller of the Company, unless such status has lapsed for at least 2 years, and such prohibited characteristics exclude an event where an independent director was a civil servant or an advisor to a government agency, which is a major shareholder or a controller of the Company; (c) Not being a person with any blood relation or by lawful marriage, whether as a father, mother, spouse, sibling, and offspring, including offspring’s spouse, of another director, executive, major shareholder, controller or a person nominated as director, executive or controller of the Company or subsidiaries; (d) Not or never having any business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers in such manner which may interfere with the exercise of his/her independent judgment, and not being or never having been a material shareholder or controller with business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers, unless such status has lapsed for at least 2 years; Such business relationship under paragraph one includes any transactions in the ordinary course of business in taking on lease or leasing out of real property, transactions relating to assets or services or granting or acceptance of financial support by way of borrowing or lending, guarantee, provision of assets as security against liabilities, including other similar circumstances, which result in the Company or the contractual party to perform an obligation to the other party, representing 3 percent of the Company’s net tangible assets or THB 20 million or above, whichever is lower. The calculation of such liability follows the calculation method of the value of connected transactions under the Notification of the Capital Market Supervisory Board on Rules on Connected Transactions, mutatis mutandis, provided that such liability includes those arising during the period of 1 year prior to the occurrence of such business relationship with that particular person; (e) Not being or never having been an auditor of the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers, and not being a material shareholder, controller or partner of such audit firm where the auditor of the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers is employed, unless such status has lapsed for at least 2 years; (The term “partner” refers to any person authorized by an audit firm to sign an auditor’s report on behalf of that entity.) 392 WHA CORPORATION PUBLIC COMPANY LIMITED


(f) Not being or never having been a professional service provider, including legal consultant or financial advisor which earns more than THB 2 million of service fees per year from the Company, its parent company, subsidiaries, associated companies, major shareholders or controllers, and not being a material shareholder, controller, or partner of that professional service provider, unless such status has lapsed for at least 2 years; (The term “partner” refers to any person authorized by a professional service provider to sign a professional service report on behalf of that entity.) (g) Not being a director appointed to represent the Company, a major shareholder or any shareholder which is related to a major shareholder; (h) Not engaging in any business identical to and in competition with that of the Company or its subsidiaries, or not being a material partner in any partnership nor being a director participating in administration, an employee, staff member, advisor who receives regular salary, or holding more than 1 percent of all voting shares of another company which engages in any business identical to and in competition with that of the Company or its subsidiaries; (i) Having no other characteristics which prevent him/her from independently providing an opinion on the Company’s operations; (j) Independent directors may hold such office as independent directors consecutively for no more than 9 years; (k) At least 1 independent director must be female. FORM 56-1 ONE REPORT 2023 393


Executive Committee Charter WHA Corporation Public Company Limited Objectives WHA Corporation Public Company Limited (“Company”) and the companies under WHA Group realized that the good corporate governance pays an important role in supporting the Company’s business operation to be efficient with sustainable growth. This results in the ultimate benefits to all relating parties, including employees, investors, shareholders, and other stakeholders. Therefore, the Board of Directors has authority to appoint the Executive Committee and has established Executive Committee Charter for the Executive Committee to be aware of and can completely perform their duties and responsibilities. 1. Compositions of the Executive Committee 1.1 The Board of Directors has authority to appoint the Executive Committee which shall consist of at least 3 members. 1.2 The Board of Directors shall select one of the members to be the Chairman of the Executive Committee. 2. Qualifications of the Executive Committee 2.1 Members of the Executive Committee must be competent with suitable knowledge, capabilities, and experience, can devote adequate time with the ability to provide appropriate opinions or suggestions for business operation. They must realize the qualifications, their duties, and responsibilities to perform as a member of the Executive Committee. 3. Roles and Responsibilities of the Executive Committee 3.1 To consider and prepare policies, strategies, goals and business plans, financial targets and annual budget of the Company which are appropriately considered and should be proposed to the Board of Directors. If situations have changed, the Executive committee shall review and consider the approved budget appropriately. 3.2 To manage, consider, screen and monitor the Company’s business operation, including to study new investment project feasibility to comply with the policies, business strategy, goals, business plans, financial targets and budgets approved by the Board of Directors to support the business efficiency and effectiveness. 394 WHA CORPORATION PUBLIC COMPANY LIMITED


3.3 To consider and approve the entering into relevant transactions or activities in accordance with the annual budgets approved by the Board of Directors subject to the Internal Power of Attorney, for instance: (a) To approve the investment or new project, termination or divestment or sale of the project, or asset acquisition or disposal. (b) To approve the determination of loans, B/E, P/N including their terms and conditions. (c) To approve the determination of Bank Guarantees including their terms and conditions. (d) To approve expenses relevant to legal disputes and to pay relevant expenses that the Company is a defendant. (e) To approve the hiring of consultants, or third-party experts. (f) To approve advertising expenses, entertainment expenses, donations for charity, any scholarship, and offering gifts. (g) To approve the opening and/or closing of bank accounts and approve the entering into financial risk protection products relevant to FX hedging or Interest Rate hedging. 3.4 To monitor and ensure that the business operations of the Company’s subsidiaries and affiliates are in accordance with the targets and relevant policies. The internal control systems are put in place suitably, and significant information will be accurately disclosed. 3.5 To perform any other business as assigned by the Board of Directors. 4. Term of Office of the Executive Committee 4.1 The term of office of each member of the Executive Committee is equal to the Board of Directors’ term of office, which is 3 years from the date of appointment. The member who retires by rotation shall be eligible for re-appointment. 4.2 Any members of the Executive Committee who are the executives shall serve the term the same as the Company’s executive term unless Board of Directors have different resolution. 5. Meetings of the Executive Committee 5.1 The Company will have the Executive Committee meeting regularly, at least 4 times per year, and the meetings shall be scheduled and notified in advance. 5.2 At the Executive Committee’s meeting, at least one-half of total members of the Executive Committee must be present to constitute a quorum. In case the Chairman of the Executive Committee is absent or unable to perform his/her duty, the members of the Executive Committee attending the meeting shall appoint a member of the Executive Committee to be the chairman of the meeting. 5.3 Decisions in the meeting shall be by a simple majority vote. Each member of the Executive Committee is entitled to one vote. In the event of tie vote, the chairman of the meeting shall have a casting vote. The member of the Executive Committee who has an interest in any matter, he/she shall not be entitled to vote on such matter. FORM 56-1 ONE REPORT 2023 395


5.4 The Executive Committee may invite other related persons to join meetings as appropriate. 5.5 In calling a meeting of the Executive Committee, the Chairman of the Executive Committee or a delegated person shall serve meeting notices to all members at least 7 days prior to the meeting date. Where it is necessary or urgent, the meeting may be called by other methods and an earlier meeting date may be choosing. In case of electronic conference, the notice can be sent via electronic media. 5.6 When the Meeting ends, the Company Secretary is responsible to prepare the minutes of the meeting(s) and deliver to the Chairman for his/her signature in order to certify an accuracy of such minutes. The minutes shall be proposed to adopt in the next meeting. The members can provide any comments and request for the additional revisions on the minutes of the meeting for the most accurate and correct. 6. Remuneration The members shall be entitled for remuneration in the amount approved by the shareholders’ meeting. This revision of the Executive Committee Charter is approved by the Board of Directors’ Meeting No. 7/2022 on November 11, 2022 with effective from November 12, 2022. - Jareeporn Jarukornsakul - (Miss Jareeporn Jarukornsakul) Chairman of the Board of Directors 396 WHA CORPORATION PUBLIC COMPANY LIMITED


Nomination and Remuneration Committee Charter WHA Corporation Public Company Limited Objectives WHA Corporation Public Company Limited (“Company”) and the companies under WHA Group realized that the good corporate governance pays an important role in supporting the Company’s business operation to be efficient with sustainable growth. This results in the ultimate benefits to all relating parties, including employees, investors, shareholders, and other stakeholders. Therefore, the Board of Directors has authority to appoint the Nomination and Remuneration Committee and has established Nomination and Remuneration Committee Charter for the Nomination and Remuneration Committee to be aware of and can completely perform their duties and responsibilities. 1. Compositions of the Nomination and Remuneration Committee 1.1 The Board of Directors has authority to appoint the Nomination and Remuneration Committee which shall consist of at least 3 members. 1.2 The Nomination and Remuneration Committee shall select one of their members to be the Chairman of the Nomination and Remuneration Committee. 1.3 At least one-third of those members must be independent directors, and the Chairman should be the independent director. 2. Qualifications of the Nomination and Remuneration Committee Members of the Nomination and Remuneration Committee must devote adequate time to perform their duties in order to achieve the committee’s objectives. 3. Roles and Responsibilities of the Nomination and Remuneration Committee 3.1 To consider structure, size and component of the Board of Directors to be appropriate to the organization and in line with changing circumstances and to propose to the Board of Directors for consideration. 3.2 To consider the criteria for nomination of directors, members of sub-committees, Chief Executive Officer, and C-Level executives as well as nominating and screening qualified persons to serve as directors, members of sub-committees, Chief Executive Officer and C-Level executives in order to propose to the Board of Directors for consideration. 3.3 To give opportunity to the minority shareholders with sufficient period to nominate a list of persons to be nominated as directors prior to the shareholders’ meeting. 3.4 To consider, provide suggestions, and regularly review the succession plan for Chief Executive Officer and C-Level executives in order to propose the Board of Directors for consideration. 3.5 To consider and provide suggestions on human resource strategy and policy to be consistent with the Company’s business operation in order to propose the Board of Directors for consideration. 3.6 To propose rules and guideline for fixing the remuneration of directors, members of sub-committees, Chief Executive Officer, and C-Level executives, which are clear, fair and appropriate for their responsibilities in order to propose the Board of Directors for consideration. 3.7 To improve remuneration management policy and structure of the directors, members of sub-committees, Chief Executive Officer, and C-Level executives to be consistent with and suitable for the current labor market conditions in order to propose to the Board of Directors for consideration. 3.8 The duties and responsibilities of the Nomination and Remuneration Committee shall cover to the Company’s subsidiary in which it holds more than 50% of total voting shares, whereby it shall not include the joint venture companies of the Company and other companies under WHA Group which have been established due to any business necessities, and not including WHA Utilities and Power Public Company Limited and its subsidiaries and affiliates. FORM 56-1 ONE REPORT 2023 397


4. Term of Office of the Nomination and Remuneration Committee 4.1 The term of office of each member of the Nomination and Remuneration Committee is 3 years from the date of appointment. Members of the Nomination and Remuneration Committee who retire by rotation shall be eligible for re-appointment. 4.2 In case of a vacancy other than the retirement by rotation, the Board of Directors shall elect a person who is fully qualified as a substitute member of the Nomination and Remuneration Committee so that the number of members of the Nomination and Remuneration Committee remains in full as the Board of Directors had stipulated. The substitute member shall hold office only for the remaining term of office of the member whom he/she replaces. 5. Meetings of the Nomination and Remuneration Committee 5.1 The Nomination and Remuneration Committee’s meetings shall be held at least 4 times a year. 5.2 At the Nomination and Remuneration Committee’s meeting, at least one-half of total members of the Nomination and Remuneration Committee must be present to constitute a quorum. In case the Chairman of the Nomination and Remuneration Committee is absent or unable to perform his/her duty, the members of the Nomination and Remuneration Committee attending the meeting shall appoint a member of the Nomination and Remuneration Committee to be the chairman of the meeting. 5.3 Decisions in the meeting shall be by a simple majority vote. Each member of the Nomination and Remuneration Committee is entitled to one vote. In the event of tie vote, the chairman of the meeting shall have a casting vote. The member of the Nomination and Remuneration Committee who has an interest in any matter, he/she shall not be entitled to vote on such matter. 5.4 In calling a meeting of the Nomination and Remuneration Committee, the Chairman of the Nomination and Remuneration Committee or a delegated person shall serve meeting notices to all members at least 7 days prior to the meeting date. Where it is necessary or urgent, the meeting may be called by other methods and an earlier meeting date may be choosing. In case of electronic conference, the notice can be sent via electronic media. 5.5 When the Meeting ends, the Company Secretary is responsible to prepare the minutes of the meeting(s) and deliver to the Chairman for his/her signature in order to certify an accuracy of such minutes. The minutes shall be proposed to adopt in the next Meeting. The members can provide any comments and request for the additional revisions on the minutes of the meeting for the most accurate and correct. 6. Report The Nomination and Remuneration Committee is required to prepare a performance report to propose to the Board of Directors for acknowledgement and disclosure such report in the Annual Report and/or 56-1 One Report. 7. Remuneration The members shall be entitled for remuneration in the amount approved by the shareholders’ meeting. This revision of the Nomination and Remuneration Committee is approved by the Board of Directors’ Meeting No. 7/2022 on November 11, 2022 with effective from November 12, 2022. - Jareeporn Jarukornsakul - (Miss Jareeporn Jarukornsakul) Chairman of the Board of Directors 398 WHA CORPORATION PUBLIC COMPANY LIMITED


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