Corporate Governance and Business Conduct

Goals and Performance Highlights

Board of Directors Structure

The Board of Directors comprises members possessing extensive knowledge, competence, and business experience, responsible for establishing the Company’s policy, vision, strategy, goals, and mission. This involves an annual review and approval of the vision, mission, and strategy, alongside budget determination and the oversight of management to ensure effective and efficient execution in alignment with established policies. All duties are performed within the regulatory framework of laws, objectives, company regulations, and resolutions from both shareholders and the Board, upholding accountability, integrity, and due care according to best practices to maximize economic value and long-term stability for shareholders. The Board of Directors consists of 8 members as follows:

1. Pennapha Dhanasarnsilp, Ph.D.

   Independent Director / Vice Chairman / Chairperson of the Audit Committee / Chairperson of the Nomination and Remuneration Committee / Chairperson of the Corporate Governance and Sustainability Committee

2. Mrs. Monluedee Sookpantarat

   Independent Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee / Member of the Risk Management Committee

3. Mr. Mana Jantanayingyong

   Independent Director / Chairperson of the Risk Management Committee / Member of the Audit Committee

4. Mr. Palin Lojanagosin

   Director / Chief Executive Officer

5. Pinijsorn Luechaikajohnpan, Ph.D.

   Director / Managing Director / Member of the Nomination and Remuneration Committee / Member of the Risk Management Committee

6. Mr. Arnon Porndhiti

   Director / Member of the Risk Management Committee / Member of the Corporate Governance and Sustainability Committee

7. Mr. Prasong Jarungbenjatham

   Director / Member of the Corporate Governance and Sustainability Committee

8. Mr. Lap Shun Nelson Leung

   Director

Board Diversity

Plan B recognizes that board diversity is a crucial mechanism for good corporate governance and a key factor in enhancing the effectiveness of strategic decision-making. The Company prioritizes the recruitment and appointment of directors based on the principles of diversity and inclusion, without restrictions regarding gender, age, ethnicity, religion, or professional expertise. This ensures the Board possesses a broad vision, capable of comprehensive risk assessment and responding to the expectations of all stakeholder groups in a balanced manner. The details are as follows:

Nomination and Appointment of Directors, the CEO, and Executives

The Nomination and Remuneration Committee is responsible for the selection of directors, the Chief Executive Officer, and executives, taking into account the diversity of qualifications, experience, suitability, and professional competency. Further details regarding these nomination and appointment processes are available in the Criteria for the Nomination and Appointment of Directors, Chief Executive Officer, and Executives.

This manual covers key requirements and essential guidelines across various areas, including:

Cultivating Corporate Culture and Practical Enforcement

To ensure the effective implementation of business ethics, the Company requires directors, executives, and employees at all levels to sign an acknowledgment and confirm their strict adherence to the manual. Furthermore, annual business ethics training and knowledge assessments are conducted, whereby from 2023 to 2025, 100% of employees attended the training and passed the assessments according to standard criteria with a 100% score, reflecting our steadfast commitment to cultivating a transparent and accountable corporate culture.

Governance and Business Ethics Performance

Driven by a commitment to fostering a transparent corporate culture and upholding integrity, Plan B successfully achieved its core corporate governance targets. Notably, in 2025, there were no reported disciplinary breaches regarding business ethics, demonstrating the efficacy of our internal control systems and rigorous policy adherence. The details are as follows:

To maintain effective and transparent oversight, the Company prepares Business Ethics Compliance Reports for Audit Committee on a quarterly basis. These reports cover:

• Ethics compliance assessment results for employees and relevant stakeholders
• Whistleblowing reports including investigations and actions taken in cases of violations
• Systematic recommendations and preventive measures

Following the Audit Committee review, these reports are presented to the Board of Directors to determine policies and improvement directions. This reflects robust corporate governance from the highest executive levels. The Company has also integrated modern tools for rigorous monitoring and surveillance of ethical risks comprising:

• Employee Self Assessment Questionnaires
• Reviews of performance reports related to ethical issues
• Secure and confidential Whistleblower Channels allowing employees and stakeholders to raise concerns anonymously

Regarding awareness promotion, the Company provides regular training and internal communication. This ensures that employees at all levels possess a deep understanding of business ethics and can correctly apply them in real world situations.

The Company maintains standardized and fair investigation procedures. Upon receiving a report, an investigation committee is appointed to complete fact finding within the designated timeframe. If a violation is confirmed, strict disciplinary actions are taken which may include termination or legal proceedings. Business ethics policies are reviewed annually to remain current with evolving business landscapes and laws. Due to rigorous enforcement and consistent awareness initiatives, the Company reported zero business ethics violations in 2025. This outcome validates the effectiveness of our internal control systems and a corporate culture firmly rooted in governance principles.

Membership in the Thai Private Sector Collective Action Against Corruption (CAC)

Plan B has formally pledged its intent to combat corruption and has maintained certification as a member of the Thai Private Sector Collective Action Against Corruption (CAC) for nine consecutive years since 2016. This achievement underscores our dedication to transparent operations and good governance in alignment with national standards. We adhere to business ethics and conduct operations with responsibility toward the community, society, the environment, and all stakeholders across the supply chain. Our sustained CAC certification provides empirical proof of our zero tolerance policy toward corruption in any form.

Anti Corruption Guidelines

Personnel at all levels of the Company must strictly adhere to the following established guidelines:

• Commitment to the Zero Tolerance Policy Every individual must strictly comply with the Anti Corruption Policy, the Code of Conduct, and internal regulations. No person shall engage in any form of corruption or bribery, whether direct or indirect, to demonstrate our steadfast commitment to business transparency.
• Prohibition of Bribery Any action indicating intent to offer or receive bribes from stakeholders regarding assigned responsibilities, whether directly or indirectly, for the benefit of the organization or associated parties, is strictly forbidden.
• Whistleblowing and Reporter Protection Personnel must not ignore or neglect behaviors that may constitute corruption and are obligated to report such incidents to supervisors or through designated channels. The Company provides robust protection measures for whistleblowers and those who refuse corruption, ensuring no demotions, penalties, or negative repercussions, even if such refusal results in lost business opportunities.
• Caution in High Risk Activities Operations involving potential corruption risks must be conducted with extreme caution. If legal or regulatory uncertainties arise, personnel must seek written consultation from the Compliance or Legal Department before proceeding. Special focus is required for the following areas:
  • Gifts and Hospitality The receiving or providing of gifts and hospitality must strictly comply with the guidelines defined in the Corporate Governance Manual regarding the Gift Policy. Such actions must be conducted with transparency and reasonableness, ensuring they are never utilized as tools to influence business decisions.
  • Charitable Donations Donations must be executed in the Company’s name to support organizations with legitimate social objectives. These entities must be credible and verifiable, with all contributions following formal approval procedures to prevent donations from being used as a pretext for bribery.
  • Sponsorships Sponsorship funds must be clearly attributed to the Company with the intent of promoting business operations and a positive corporate image. All sponsorships must undergo transparent approval processes and remain legally verifiable.
  • Public and Private Sector Procurement Business relationships, procurement, and transactions with both the public and private sectors, including interactions with government officials or relevant parties, must be conducted with honesty and transparency in full compliance with applicable laws.
  • Political Neutrality The Company maintains a firm policy of political neutrality. While all personnel possess legal political rights and freedoms, they must refrain from using Company resources or engaging in activities that compromise corporate neutrality or result in damage from political involvement. The Political Participation Policy has been implemented as a standard guideline for personnel at all levels.
• Integration into Human Resource Management Anti corruption policies are formally integrated into human resource processes, covering recruitment, training, performance evaluation, and promotion. Supervisors at all levels are responsible for communicating and ensuring strict policy compliance within their respective departments.

Penalties and Anti Corruption Whistleblowing

Negligence or non compliance with anti corruption guidelines constitutes a severe disciplinary breach and a violation of employment terms, which may lead to criminal prosecution. Such actions significantly impact the Company’s reputation and operational standing. Consequently, any employee or stakeholder witnessing corruption has an obligation to report to supervisors or via formal corporate channels immediately.

Whistleblowing and Grievance Channels

The Company provides secure and accessible whistleblowing mechanisms for all stakeholder groups. Corruption concerns can be reported directly to the Audit Committee, which comprises independent directors, through the following channels:

• By Mail to Audit Committee 1700 Plan B Tower, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10310
• By Email to Audit Committee auditcommittee@planbmedia.co.th
• By Email to Company Secretary companysecretary@planbmedia.co.th
• By Telephone +66 (0) 2530-8053-6 ext. 131 or 134

The Company ensures maximum confidentiality for all reports. Whistleblowers are fully protected under organizational measures stipulated in the Whistleblowing Policy.

Grievance Management Process

To ensure transparency and fairness, the Company has established standardized operating procedures as follows:

• Initial Screening Stage Upon receiving a report, the Company Secretary gathers and filters the submission. Issues unrelated to corruption are forwarded to the responsible departments for resolution. Regarding potential corruption matters, a preliminary assessment of evidence is performed. If a report is found to be groundless, the conclusion is communicated to the complainant.
• Reporting and Investigation Stage If a report is substantiated, the Company Secretary initiates the formal procedure. For urgent or severe cases, preliminary findings are reported to the Executive Committee and the Audit Committee with a copy provided to Internal Audit. The Secretary then coordinates with Human Resources to appoint a fact finding committee for further disciplinary action.
• Overview Reporting Stage The Company summarizes whistleblowing statistics, operational status, and investigation outcomes for reporting to the Audit Committee at least every six months. This process serves to monitor progress and evaluate the overall effectiveness of internal control systems.

Whistleblower Protection and Performance Results

Plan B places the highest priority on protecting the rights of whistleblowers and informants through its Non retaliation Policy. The Company ensures the confidentiality of names, addresses, and any personally identifiable information by maintaining all data under the strictest security. Stakeholders may refer to the Whistleblowing and Grievance Policy for further details.

As a result of robust governance and continuous awareness initiatives, Plan B received zero reports or whistleblowing leads regarding bribery and corruption through any channel in 2025. This outcome demonstrates the efficiency of our internal control mechanisms and serves as concrete evidence of our transparent business operations.

Awareness Building and Executive Oversight

Furthermore, the Company mandates that all employees undergo rigorous assessments on the Code of Conduct and Anti Corruption policies. Every employee is required to meet all passing criteria to ensure comprehensive awareness and cultivate ethical behavior. These communication and enforcement efforts are extended to business partners to foster a collective transparency network throughout the supply chain.

In terms of governance, the Managing Director and Chief Executive Officer are responsible for monitoring and ensuring the efficiency of anti corruption initiatives. Regular reports are submitted to the Chairman of the Board and the Audit Committee to review and update policies and control measures, ensuring continuous alignment with business evolution and international standards.