The Company has established a sound and integrated business management structure and system that defines the relationship among the Board of Directors, management, and shareholders, while taking into account other stakeholders. This is to ensure that business operations are conducted with transparency and accountability, based on integrity, adherence to proper practices, fair treatment of stakeholders, transparent disclosure of information, and accountability for respective roles and responsibilities. Good corporate governance enhances corporate value, builds confidence among shareholders and investors, strengthens competitiveness, creates shared value with stakeholders, and prevents adverse ESG impacts in both the short and long term.

It comprises shareholders, the Board of Directors, and management. Shareholders have ownership rights in the Company, appoint the Board of Directors to act on their behalf, and have the right to make decisions on significant changes affecting the Company. The Board of Directors represents shareholders in setting the organization’s strategic direction, appointing and overseeing management, and must possess vision, knowledge, competence, and ethical standards to lead the Company and respond to the expectations of various stakeholder groups.

Shareholders have ownership rights and exercise control over the Company through the appointment of the Board of Directors to act on their behalf. They also have the right to make decisions on significant changes affecting the Company. Accordingly, the Company has established operational guidelines to promote the exercise of shareholders’ rights, reflecting its respect for the fundamental rights of shareholders.

✓ Buy, sell, and transfer shares.

✓ Attend shareholders’ meetings.

✓ Appoint, remove, and determine the remuneration of directors.

✓ Appoint and determine the remuneration of the auditor.

✓ Vote on matters proposed for approval at shareholders’ meetings.

✓ Receive complete, sufficient, and timely information and material news of the Company.

✓ Express opinions and ask questions at shareholders’ meetings.

The Annual General Meeting of Shareholders is held annually within 120 days from the end of the Company’s fiscal year. However, in the event of an urgent necessity to consider special agenda items that may affect or relate to shareholders’ interests and require shareholders’ approval, the Board of Directors may convene an Extraordinary General Meeting of Shareholders on a case-by-case basis.

In organizing the Annual General Meeting of Shareholders, the Company complies with the guidelines under the Annual General Meeting Quality Assessment Project (AGM Checklist), prepared by the Thai Investors Association, to ensure that the meeting is conducted in accordance with corporate governance principles as follows:

1. The Company has established guidelines requiring that meeting documents be provided to shareholders to inform them of the date, time, venue, and agenda of the meeting, together with all relevant information, at least 30 days in advance. Such information must also be disclosed on the Company’s website before being submitted to Thailand Securities Depository Co., Ltd., the Company’s securities registrar, which is responsible for delivering the meeting invitation and supporting documents to all shareholders by post at least 21 days prior to the meeting date.
2. The Company shall provide shareholders with the opportunity to submit questions in advance of the meeting during October to December of each year, in accordance with the criteria prescribed by the Company. Details are disclosed on the Company’s website at www.muangthaicap.com
3. In the event that shareholders are unable to attend the meeting in person, the Company provides shareholders with the opportunity to appoint an independent director or any other person as their proxy to attend the meeting on their behalf. The Company shall also nominate at least one independent director as an alternative proxy option for shareholders.
4. The Company shall not add meeting agenda items or make changes to material information without prior notice to shareholders.
5. The Board of Directors supports the use of voting ballots for all agenda items, including the appointment of directors on an individual basis, to ensure transparency and accountability.
6. The Company shall facilitate shareholders’ full exercise of their rights to attend meetings and vote by holding meetings on business days at a hotel located in Bangkok and/or at the Company’s meeting room. The Company shall also provide adequate technology to support document verification and make duty stamps available for shareholders’ proxies.
7. The Company has prepared a voting system that separates each agenda item to facilitate voting and vote counting, and announces the total voting results immediately on the meeting date.
8. The Company shall not take any action that restricts shareholders’ rights to attend the meeting. All shareholders have the right to attend the shareholders’ meeting throughout its duration, and are provided with the opportunity to ask questions and express their opinions freely.
9. At the commencement of the meeting, the directors attend the meeting together with senior executives, the auditor, and an independent legal advisor. Prior to the meeting, the Company explains all relevant meeting procedures, including the opening of the meeting, voting procedures, and the vote-counting method for each agenda item requiring shareholders’ approval in accordance with the Company’s Articles of Association.
10. The Company discloses directors’ interests in the meeting invitation. If any director has an interest in or involvement with the consideration of any agenda item, the Chairman of the meeting and/or the Company Secretary shall inform the meeting participants before such agenda item is considered. The director with such interest shall not attend the meeting during the consideration of that agenda item.
11. The Company provides shareholders with the opportunity to volunteer as witnesses in the vote-counting process to ensure transparency. Shareholders are also provided with the opportunity to ask questions regarding the voting process and procedures.
12. The Company encourages meeting participants to exercise their rights to protect their own interests by asking questions, expressing opinions, and voting collectively on significant matters that may affect the Company, such as the appointment or removal of directors, the nomination of persons as independent directors, the approval of the appointment and remuneration of the auditor, dividend allocation, capital reduction or capital increase, the adoption or amendment of the Company’s Articles of Association and Memorandum of Association, and the approval of special transactions, among others.
13. The Company arranges for the quality of the meeting to be assessed through shareholder evaluation forms, with the feedback used to improve the efficiency, transparency, and overall benefit of future meetings for shareholders.
14. The Company displays key Company information around the Annual General Meeting venue and provides an investor relations corner, where Company staff are available to welcome shareholders and respond to their questions.

In 2025, the Company held its Annual General Meeting of Shareholders via electronic means (E-AGM), broadcast from the Suk Samakkee Meeting Room of Muangthai Capital Public Company Limited, located at 332/1 Charansanitwong Road, Bang Phlat Sub-district, Bang Phlat District, Bangkok. The number of shareholders attending the meeting at the commencement of the meeting was as follows:

At the meeting, the shareholders approved the financial statements, profit allocation, and dividend payment, as well as the reappointment of directors retiring by rotation, namely Mrs. Kongkaew Piamduaytham and Mrs. Nongnuch Dawasuwan, to serve as directors for another term. The meeting also considered and approved the determination of directors’ remuneration based on their responsibilities and the Company’s operating performance, approved the appointment of the auditor and the determination of the audit fee, and approved the increase in the debenture issuance limit and the offering of debentures in the amount of Baht 50,000 million.

The Board of Directors is appointed by shareholders and is responsible for the overall operations of the Company, including directing, approving, and overseeing business operations in alignment with the Company’s strategy. The Board is also responsible for selecting a qualified Chairman of the Executive Committee and senior executives, as well as ensuring effective succession planning.

Given these responsibilities, the Company has established a policy to select directors with diverse experience and capabilities, as well as essential qualities such as integrity, professionalism, and the ability to independently question and analytically understand the Company’s business.

In addition to requiring that the Chairman of the Board shall not be a senior executive, the Chairman of the Board must also be an independent director to ensure appropriate checks and balances between the Board of Directors and the management team. Furthermore, the Board of Directors has clearly separated its roles and responsibilities from those of management.

1. Shareholders, by resolution of the shareholders’ meeting, shall determine the number of persons to serve as directors of the Company from time to time, provided that there shall be no fewer than five directors. Not less than one-half of the total number of directors shall reside in the Kingdom of Thailand and hold Thai nationality as required by law.
2. The voting for the election of directors shall be conducted in accordance with the criteria and procedures set out in the Company’s Articles of Association. The Company requires the nomination and election of directors by the shareholders’ meeting on an annual basis (Annual Election) as part of the agenda of the Annual General Meeting of Shareholders.
3. Directors may be appointed or removed only by shareholders at the shareholders’ meeting, except in the case of a vacancy arising from reasons other than retirement by rotation.
4. The shareholders’ meeting may resolve to remove any director from office before the expiration of his or her term by a vote of not less than three-fourths of the shareholders attending the meeting and entitled to vote, and holding shares in aggregate of not less than one-half of the total shares held by the shareholders attending the meeting and entitled to vote.

For the nomination of directors, the Nomination and Remuneration Committee shall consider and select qualified candidates with appropriate capabilities and qualifications in accordance with the nomination and appointment criteria. The consideration shall take into account that such candidates do not possess any prohibited characteristics under applicable laws and regulations, as well as Board Diversity, without limitation on gender, race, nationality, skin color, ethnicity, or religion. The consideration shall also include knowledge and specific expertise under the Board Skill Matrix that are beneficial and aligned with the Company’s business operations, such as accounting, management and strategy, human resource management, technology and information development, and risk management. This is to promote an appropriately diverse Board composition in line with the Company’s Board Diversity Policy. The Nomination and Remuneration Committee shall propose the selected candidates to the Board of Directors for further consideration and appointment.

The Nomination and Remuneration Committee reviews the director nomination criteria and the Board Skill Matrix annually to ensure that the Board of Directors maintains a diverse composition in accordance with good corporate governance practices

1. Possess all required qualifications and have no prohibited characteristics under applicable criteria and laws, including:
   • - Public Limited Companies Act
   • - Securities and Exchange Act
   • - Office of the Securities and Exchange Commission
   • - The Stock Exchange of Thailand
   • - The Company’s Articles of Association
   • - The Company’s Corporate Governance Principles
2. Possess knowledge, capabilities, expertise, and experience that are beneficial and appropriate to the nature of the Company’s business.
3. Demonstrate diligence and the ability to fully dedicate time to the performance of duties and responsibilities. The nomination of directors must strictly comply with relevant rules and the regulations of supervisory authorities, taking into account candidates’ knowledge, capabilities, and suitability in relation to the Company’s culture, mission, vision, and values. The director nomination process follows clear and transparent procedures, complies with good corporate governance principles, and is subject to review and verification.

As of December 31, 2025, the Company had a total of 7 directors as follows:

Comprising 4 male directors and 3 female directors. The Chairman of the Board is an independent director and is not the same person as the Chairman of the Executive Committee. The composition of the Board can be described as follows:

The Board of Directors is required to exercise judgment, express opinions, and vote on matters within its authority. If directors are subject to pressure from their duties, family obligations, or conflicts of interest, their decision-making may be influenced in favor of their own interests. Director independence is therefore essential to protecting shareholders’ interests, and directors who lack independence should not participate in decision-making.

The Board of Directors and management have clearly separated roles, duties, and responsibilities to ensure appropriate checks and balances and oversight of management. The Board is responsible for considering and approving overarching policies, such as business strategy, corporate governance policy, and financial objectives, to support the achievement of the Company’s objectives and goals. The Board also monitors performance and oversees performance reporting. Management, meanwhile, is responsible for managing operations in accordance with the policies established by the Board.

1. Does not hold more than 0.5% of the total voting shares of the Company and its subsidiaries.*
2. Is not, and has not been, a director participating in management, an employee, a staff member, an advisor receiving a regular salary, or a controlling person of the Company or a major shareholder.*
3. Is not a person related by blood or legal registration as a father, mother, spouse, sibling, child, or spouse of a child of an executive, major shareholder, controlling person, or person nominated to be an executive.
4. Does not have, and has not had, any business relationship with the Company, or is not a shareholder of the Company or a controlling person,* in a manner that may impede the exercise of independent judgment.
5. Is not, and has not been, an auditor, nor a significant shareholder of the audit firm of the Company or a controlling person.*
6. Is not a director appointed as a representative of the Company’s directors, major shareholders, or shareholders related to major shareholders.
7. Is not a director appointed as a representative of the Company’s directors, major shareholders, or shareholders related to major shareholders.
8. Does not engage in a business of the same nature as, and in significant competition with, the business of the Company or its subsidiaries; is not a significant partner, director participating in management, employee, staff member, advisor receiving a regular salary; and does not hold more than 1% of the total voting shares of a company engaging in a business of the same nature as, and in significant competition with, the business of the Company or its subsidiaries. The director must not have any characteristics that would prevent the provision of independent opinions on the Company’s operations.

*Unless such person has ceased to have the aforementioned characteristics for not less than 2 years. Such prohibited characteristics shall not include the case where an independent director has previously served as a government official or advisor to a government agency that is a major shareholder or controlling person of the Company.

1. Has the authority, duties, and responsibilities to manage the Company in compliance with laws, objectives, Articles of Association, and resolutions of shareholders’ meetings, with integrity and due care to safeguard the Company’s interests.
2. Arranges for the preparation of the annual report, balance sheet, and income statement as of the end of the accounting period for submission to the shareholders’ meeting for consideration and approval, in order to present the Company’s financial position and operating results for the past year.
3. Determines the Company’s vision, mission, policies, strategies, and goals, and considers and approves the business direction for management to develop business plans, supporting plans, and the annual budget.
4. Provides opportunities for management to discuss and express opinions independently in order to define the organization’s strategic direction and prepare for potential changes in economic conditions and other external environments.
5. Continuously monitors operations to ensure alignment with approved plans, policies, and budgets.
6. Ensures that the Company has adequate and appropriate internal control and internal audit systems, establishes a risk management policy covering the entire organization, and oversees the implementation thereof.
7. Establishes a risk management policy covering the entire organization and oversees the implementation of risk management systems or processes, including appropriate measures and controls to mitigate potential impacts on the Company’s business.
8. Establishes policies on responsibility toward society, communities, and the environment, and provides guidelines for strict compliance by the Board of Directors, executives, and employees.
9. Determines the management structure and has the authority to appoint and define the scope of authority and responsibilities of the Executive Committee, Managing Director, and other sub-committees as appropriate.
10. Conducts the annual performance evaluation of the Chief Executive Officer (CEO).

1. The Company requires Board of Directors’ meetings to be held regularly to acknowledge operating performance at least once every 3 months, with additional special meetings convened as necessary. Meeting agendas are clearly defined, and meeting notices are sent at least 7 days or 5 business days prior to the meeting date to provide directors with sufficient time to review the information before attending. Minutes of meetings are recorded and retained after being certified by the Board of Directors to ensure that relevant parties can review and verify them.
2. The Company arranges meetings among non-executive directors at least once a year to provide them with an opportunity to independently discuss and consider the Company’s strategy and operations, separate from management.
3. The Chairman of the Board and the Chairman of the Executive Committee are jointly responsible for determining the meeting agenda, while providing other directors with the opportunity to participate in the consideration of agenda items before they are included and the meeting invitation is issued.
4. Directors have a duty to attend Board meetings, with an attendance rate of at least 75% of the total meetings held during the year. The minimum quorum shall be no less than two-thirds of the total number of directors.
5. The minutes of meetings specify the date, start time, and end time of the meeting; names of directors who attended and did not attend; conclusions of each agenda item; issues discussed; recommendations of the Board; explanations provided by management; and detailed Board resolutions. The minutes are signed by the Chairman of the meeting. In the event that any director has an interest in a particular agenda item, such director shall not participate in the consideration of, and shall abstain from voting on, that agenda item. The Company Secretary shall inform all directors of such matter prior to the meeting.
6. The minutes of meetings are copied and submitted to relevant internal and external parties within the prescribed timeframe and are retained as reference documents for review and verification. The minutes of meetings may not be amended unless approved by the meeting.

The Board of Directors has appointed Board committees to assist in screening and reviewing key matters, comprising the Audit Committee, the Corporate Governance and Sustainability Committee, the Risk Management Committee, and the Nomination and Remuneration Committee. Management is responsible for managing operations in accordance with the objectives, goals, and policies established by the Board, and for establishing functions to support the corporate governance system, including the Company Secretary, Risk Management Function, Compliance Function, Internal Audit Function, and Organizational Development for Sustainability Function.

1. Review the Company’s financial reporting to ensure accuracy and adequate disclosure, thereby promoting equitable treatment of shareholders.
2. Review the Company’s risk management system, internal control system, internal audit system, and anti-corruption measures to ensure their appropriateness and effectiveness, and consider the independence of the Internal Audit function, including the appointment, transfer, termination, and performance evaluation of the Head of Internal Audit or other functions responsible for internal audit.
3. Review the Company’s compliance with the Securities and Exchange Act, the regulations of the Stock Exchange of Thailand, and laws relevant to the Company’s business.
4. Review the Company’s operations to ensure compliance with the Thai Private Sector Collective Action Against Corruption policy.
5. Consider connected transactions or transactions that may involve conflicts of interest to ensure compliance with laws and the regulations of the Stock Exchange of Thailand, and to ensure that such transactions are reasonable and in the best interests of the Company.
6. Review and consider significant risks identified in collaboration with management, and provide recommendations for improvement and corrective actions.
7. In performing its duties within the scope of its authority and responsibilities, the Audit Committee has the authority to invite or instruct management or relevant department heads to attend meetings to provide explanations or submit relevant documents.
8. Prepare the Audit Committee’s report for disclosure in the Company’s annual report, which shall be signed by the Chairman of the Audit Committee.
9. Consider the selection, nomination, and proposed remuneration of the Company’s auditor, and meet with the auditor at least once a year
10. Consider the independence of the audit function and provide opinions to management regarding the appointment, transfer, or termination of the Internal Audit Office Manager.
11. Consider and approve the Internal Audit Charter, work plan, performance evaluation, and audit operating manual.
12. Review the Audit Committee Charter at least once a year.
13. Perform any other duties as assigned by the Board of Directors with the approval of the Audit Committee.
14. In performing its duties, if the Audit Committee finds or has concerns regarding any transaction or action that may have a significant impact on the Company’s financial position and operating results, the Audit Committee shall report such matter to the Board of Directors for corrective action within the period deemed appropriate by the Audit Committee.
15. Consider and provide opinions on the monitoring of compliance with anti-corruption measures to ensure that the Company’s operations are transparent, fair, and conducted with a commitment to combating all forms of corruption.
16. Receive complaints and whistleblowing reports regarding corrupt practices, whether from internal or external sources, involving the Company’s directors, executives, or employees, investigate the facts as reported, and present the findings to the Board of Directors.
17. Review the Company’s operations to ensure compliance with laws, regulations, and rules prescribed by regulatory authorities, such as the Debt Collection Act and the Personal Data Protection Act.

Nomination

1. Establish criteria and policies for the nomination of directors and Board committee members by considering the appropriateness of the size, structure, and composition of the Board, and determine director qualifications for submission to the Board of Directors or for approval by the shareholders’ meeting, as the case may be.
2. Consider, nominate, select, and propose suitable persons to serve as directors of the Company in cases where directors retire by rotation, positions become vacant, or additional directors are appointed.
3. Arrange for the election of directors.
4. Perform other nomination-related duties as assigned by the Board of Directors.
5. Evaluate the performance of the Chief Executive Officer and propose the results to the Board of Directors’ meeting for consideration and approval.
6. Review the director nomination criteria and Board Skill Matrix annually to ensure that the Board maintains a diverse composition in accordance with good practices.
7. Consider the approach and principles for the annual performance evaluation of the Board of Directors, including the establishment of Board Key Performance Indicators (Board KPIs) and the preparation of the Board performance evaluation form.

Remuneration

1. Prepare criteria and policies for determining the remuneration of the Board of Directors and Board committees for submission to the Board of Directors and, where applicable, for approval by the shareholders’ meeting.
2. Determine appropriate monetary and non-monetary remuneration for individual directors by considering their duties, responsibilities, performance, remuneration benchmarks of companies in similar businesses, and the expected benefits to be derived from each director. The remuneration shall be proposed to the Board of Directors for consideration and subsequently submitted to the shareholders’ meeting for approval.
3. Be accountable to the Board of Directors and responsible for providing explanations and responding to questions regarding directors’ remuneration at the shareholders’ meeting.
4. Report the policy, principles, and rationale for determining the remuneration of directors and executives in accordance with the requirements of the Stock Exchange of Thailand, and disclose such information in the annual registration statement (Form 56-1).
5. Perform any other remuneration-related duties as assigned by the Board of Directors. Management and relevant departments shall report or present relevant information and documents to the Nomination and Remuneration Committee.
6. Present the evaluation results of all Board committees to the Board of Directors, together with recommendations for improvement to enhance the effectiveness of the Board’s operations.
7. Consider the salary of the Chief Executive Officer (CEO).
8. Prepare a succession plan for senior executives, including the Chief Executive Officer, Managing Director, Deputy Managing Director, and Assistant Managing Director, to address retirement, resignation, or inability to perform duties, and to ensure management continuity.

The Company has established the Corporate Governance and Sustainability Committee to oversee corporate governance in accordance with corporate governance principles, continuously monitor and evaluate environmental, social, and economic (ESG) performance, and drive the businesses of the Group in a consistent direction to create long-term value.

1. Set goals, and review the Company’s sustainability policies and action plans on an annual basis, covering both organizational development toward excellence and long-term value creation for stakeholders.
2. Establish and review the Corporate Governance Policy and Code of Conduct, and propose them to the Board of Directors for approval. The Committee shall also provide advice, promote, and review such policies annually to ensure their appropriateness and alignment with applicable laws and internationally recognized good practices, as well as oversee regular assessment and reporting of compliance with such policies.
3. Provide advice and promote the Company’s operations to ensure alignment with the Corporate Governance Policy and sustainable development, in order to achieve the established goals.
4. Oversee the Company’s operations to ensure compliance with corporate governance principles prescribed by regulatory institutions, in line with international practices and recommendations from relevant institutions or agencies.
5. Oversee, assess, and review sustainability goals, policies, and action plans to ensure their appropriateness to the business environment, with the aim of maximizing benefits for the Company and its stakeholders. The Committee shall also periodically report progress to the Board of Directors for acknowledgement.
6. Assess and review sustainability goals, policies, and action plans to ensure their appropriateness to the business environment, alignment with laws, internationally recognized good practices, and recommendations from relevant institutions, as well as consider relevant shareholder proposals and responses to shareholders
7. Review the Corporate Governance and Sustainability Policy on an annual basis.
8. Review the Charter of the Board of Directors on an annual basis.
9. Review the Anti-Corruption Policy, the Policy on Giving and Receiving Gifts or Other Benefits, the appointment of the Anti-Corruption Committee, and the monitoring of compliance with anti-corruption measures to ensure that the Company’s operations are transparent, fair, and conducted with a commitment to combating all forms of corruption.
10. Oversee the disclosure of information on the Company’s corporate governance and sustainability to stakeholders in the Form 56-1 One Report and the annual sustainability report.
11. Promote the dissemination of a good corporate governance culture and participation in social responsibility activities.
12. Report the progress and performance of corporate governance and sustainability matters to the Board of Directors.
13. Support and provide guidance to the Company in participating in corporate governance and sustainability assessments or rankings.

1. Establish and review the Enterprise Risk Management Policy Framework.
2. Oversee and support the implementation of enterprise risk management in alignment with the Company’s business strategies and objectives, as well as changing circumstances.
3. Consider enterprise risk management reports and provide opinions on potential risk issues, including approaches for establishing control or mitigation measures (Mitigation Plan), and the development of the enterprise risk management system to ensure continuous effectiveness.
4. Report enterprise risk management results to the Board of Directors. In the event of any significant factors or events that may materially affect the Company, such matters shall be reported to the Board of Directors for acknowledgement and consideration as soon as possible.
5. Establish the Risk Management Policy and the Company’s Risk Appetite for submission to the Board of Directors for consideration in relation to overall risk management. This shall cover key risks such as strategic risk, liquidity risk, market risk, operational risk, and other risks that are material to the Company.
6. Determine the strategy, organizational structure, and resources for risk management in alignment with the Company’s Risk Management Policy, enabling effective analysis, assessment, measurement, and monitoring of the risk management process.
7. Oversee, review, and provide recommendations to the Board of Directors on the Risk Management Policy, standard operating procedures, strategies, and overall risk measurement to ensure that the risk management strategy is appropriately implemented.
8. Perform any other duties as assigned by the Board of Directors.

In 2025, the Board of Directors possessed skills, knowledge, and experience aligned with the Company’s business strategy, covering lending, finance, banking, and insurance. This enabled the Board to effectively determine the Company’s strategic direction and long-term plans. The Company has prepared a table presenting the Board’s knowledge, expertise, and diversity in terms of educational background and experience, while upholding the principles of human rights, equality, and non-discrimination.

Board Skills, Knowledge, and Expertise Matrix

The Company promotes continuous knowledge development for the Board of Directors on an annual basis to strengthen its capabilities in corporate governance and effective strategic decision-making, in alignment with the Company’s business direction and changes in the economic and social environment.

The Company determines remuneration for directors, executive directors, senior executives, and employees in alignment with the Company’s strategy and performance, linked to both short-term and long-term key performance indicators. Long-term incentive compensation is provided in the form of special performance-based bonuses, which are vested upon completion of 3 years of service. Directors’ remuneration is approved by the shareholders’ meeting based on the proposal of the Nomination and Remuneration Committee, and no other forms of remuneration are paid. The consideration takes into account the Company’s performance, together with roles, duties, responsibilities, and experience.

Table of Remuneration Forms for Directors and Executive Directors

The Company integrates sustainability performance into the incentive system for executives and employees by linking remuneration to sustainability and climate change-related indicators. This aims to drive long-term strategic goals, support decision-making, and elevate sustainability as a key factor in management and performance monitoring.

Table of Sustainability Performance Linkage in Remuneration Consideration

Management is responsible for overseeing various areas of operations in accordance with the policies, strategies, and goals established by the Board of Directors.

1. Present the Company’s goals, policies, business plans, and annual budget to the Board of Directors for consideration and approval.
2. Oversee and control the Company’s business operations to ensure alignment with the policies, plans, and budget approved by the Board of Directors.
3. Consider and approve business operations that constitute the Company’s ordinary course of business, such as investments in accordance with the capital expenditure plan or budget approved by the Board of Directors. The approval limit for each transaction shall be in accordance with the authority approval matrix approved by the Board of Directors.
4. Consider and approve the establishment, amendment, or revision of rules and criteria relating to credit approval, credit limit schedules, total credit facilities, as well as the determination and revision of penalties and discounts.
5. Propose an organizational structure appropriate for the Company’s operations to the Board of Directors for consideration and approval, and consider and approve manpower requirements that are not included in the annual budget.
6. Consider the Company’s profit and loss, and propose interim or annual dividend payments to the Board of Directors.
7. Have the authority to appoint or engage advisors related to internal management to enhance organizational efficiency.
8. Have the authority to delegate power to one or more persons to perform any act under the supervision of the Executive Committee, or to grant such persons authority as deemed appropriate by the Executive Committee and within the period deemed appropriate by the Executive Committee. The Executive Committee may cancel, revoke, change, or amend the appointed person or such delegation of authority.
9. Perform other duties as assigned by the Board of Directors.

In 2025, the Board of Directors reviewed and updated policies and continuously monitored performance against the good corporate governance plan, as well as plans relating to responsibility toward communities, society, and the environment, at least once a year. This is to ensure alignment with the Corporate Governance Code for Listed Companies 2017 (CG Code) issued by the Securities and Exchange Commission (SEC), comprising the following:

1. Recognize the roles and responsibilities of the Board of Directors as organizational leaders in creating sustainable value for the business.
2. Define the Company’s key objectives and goals for sustainability.
3. Strengthen Board effectiveness.
4. Recruit and develop senior executives and manage personnel.
5. Promote innovation and responsible business conduct.
6. Ensure appropriate risk management and internal control systems.
7. Maintain financial credibility and information disclosure.
8. Support shareholder engagement and communication.

The Board of Directors has established the Company’s corporate governance policies and practices, which are divided into 3 categories: policies and practices relating to directors and executives, policies and practices relating to organizational management, and policies and practices relating to stakeholders.

The Board of Directors has established the Corporate Governance Policy and Code of Conduct and Business Ethics for directors, executives, and employees to serve as guidelines for engaging with all stakeholder groups. The policy has been announced and communicated to employees, and is also disclosed on the Company’s website. Its objective is to ensure that the Company’s employees and relevant parties have a common understanding of corporate governance principles and operate in the same direction, with a commitment to transparency, fairness, accountability, ethical business conduct, compliance with applicable rules, regulations, and laws, and responsibility toward the economy, society, and the environment. The Company has established the following guidelines as a framework for operations and for the treatment of all stakeholder groups:

1. Is committed to applying the Company’s good corporate governance principles and business ethics in its operations, and to performing duties in compliance with applicable laws, rules, and requirements to create sustainable value for the Company.
2. The Board of Directors must play a key role, together with management, in determining the Company’s vision, strategy, policies, and key plans, as well as establishing an appropriate, aligned, and fair management structure among the Board of Directors, executives, and shareholders, with suitable management and business operation guidelines.
3. The Board of Directors must play a key role in reviewing and approving the vision, strategy, policies, and good corporate governance practices on an annual basis to enhance governance effectiveness and elevate corporate governance standards in line with changing circumstances.
4. The Board of Directors must play a key role, together with management, in communicating and monitoring compliance with the vision, strategy, policies, and good corporate governance practices among personnel to ensure strict implementation.
5. Directors and executives must demonstrate leadership in ethics and serve as role models in performing their duties with integrity, fairness, transparency, and accountability.
6. All directors, executives, and employees must adhere to good corporate governance principles as a guiding framework with understanding, confidence, and commitment, and incorporate such principles into daily practice until they become part of the Company’s sound corporate culture. They must treat all stakeholders equitably and oversee, monitor, control, and prevent any decision or action that may involve conflicts of interest or connected transactions, with the Company’s interests as the primary consideration.
7. All directors, executives, and employees must adhere to and comply with the Anti-Corruption Policy, refrain from infringing intellectual property rights, respect laws and human rights principles, and ensure that an effective anti-corruption system is in place so that all personnel are aware of and place importance on compliance with the Anti-Corruption Policy.
8. The Board of Directors must ensure that the Company has appropriate internal control and risk management systems, as well as accurate and reliable accounting and financial reporting systems.
9. Directors and executives must promote the cultivation of morality and ethics, foster a strong sense of integrity, treat employees fairly, and remain committed to continuously developing and enhancing personnel capabilities.
10. The company's management structure must include good corporate governance, clearly defining the roles and responsibilities of each committee and manager.
11. All directors, executives, and employees must conduct operations with consideration for responsibility toward shareholders, stakeholders, communities, society, and the environment.
12. All directors, executives, and employees must recognize and respect shareholders’ ownership rights and treat shareholders equitably.
13. All directors, executives, and employees must strive for excellence in business operations by focusing on customer satisfaction, listening to feedback, and continuously reviewing themselves to enhance management capabilities and consistently create the best possible outcomes.
14. All directors, executives, and employees must ensure that material information is disclosed adequately, reliably, and in a timely manner.
15. All directors, executives, and employees must ensure effective tax management based on good governance, sound tax risk management, and transparent disclosure.
16. All directors, executives, and employees must uphold fairness by treating all stakeholders equitably, while overseeing, monitoring, controlling, and preventing any decision or action that may involve conflicts of interest or connected transactions.

1. Risk Management

• Prepare risk forms aligned with a comprehensive management process.
• Arrange workshops to enable participation from all functions in identifying risk issues.
• Enhance preparedness through risk simulation exercises.
• Monitor and evaluate risk-related implementation to ensure alignment with the management plan.
• Monitoring and evaluating the results of risk management following the management plan.
• Arrange risk performance reporting across all levels and functions at least twice a year.
• Promote an appropriate risk management and internal control culture across all departments within the organization.

2. Internal Control

• Has appropriate and effective internal control, accounting, and financial reporting systems.
• Ensures that the management structure reflects good corporate governance, with clearly defined authority, duties, and responsibilities for each Board committee and for management.
• Has reliable financial reporting and auditing processes.
• Reviews the Company’s internal control and internal audit systems to ensure their adequacy and appropriateness.

3. Interrelated Transactions

• Requires the use of market prices or fair prices for all types of transactions.
• Directors must disclose information on transactions that may involve conflicts of interest, connected transactions, or related-party transactions in accordance with the requirements of relevant regulatory authorities.
• Directors with an interest in any transaction are prohibited from participating in its consideration or approval. In the case of connected transactions, the Audit Committee shall participate in the review and provide opinions in accordance with good corporate governance principles and the criteria of the Stock Exchange of Thailand.
• The granting of loans to, or investment in, businesses in which a director has an interest must be approved unanimously by the Board of Directors’ meeting, without the participation of the interested director in the consideration and approval process. Prices and terms must be determined on normal commercial terms and treated in the same manner as those applicable to general customers.

4. Anti-Corruption

The Company is a member of the Thai Private Sector Collective Action Against Corruption (CAC) and has been certified, reflecting its business conduct in alignment with good corporate governance principles. The Company has established the following practices:

• Establish effective strategies to prevent corruption.
• Increase whistleblowing channels and implement measures to protect whistleblowers.
• Ensure a transparent and fair investigation process.
• Provide accurate, clear, and verifiable financial reporting.
• Issue a declaration of intent to oppose all forms of fraud and corruption.
• Provide training on good corporate governance, business ethics, and codes of conduct.
• Refrain from giving gifts to the Company’s executives or employees on all occasions.

5. Conflicts of interest

• Disclose and provide information relating to the Company and its stakeholders to the Board of Directors.
• Avoid transactions that may give rise to conflicts of interest and refrain from any actions that are contrary to the Company’s interests.
• Personnel shall not attend meetings, participate in discussions, or approve any agenda item in which they have an interest.
• Oversee and be responsible for ensuring that the Company has appropriate internal control, risk management, and fraud prevention systems.
• The Board of Directors shall oversee compliance with relevant laws and the disclosure of information in accordance with applicable laws and notifications.
• Maintain a clear operating system and disclose material transactions in accordance with the prescribed criteria.
• Directors and executives must report any interests related to the management of the Company upon first assuming office and shall report every time there is any change in such information.

6. Whistleblowing

• All reported information shall be treated as confidential. The identity of the whistleblower shall not be disclosed to the public without consent.
• Details of the whistleblowing report or complaint must be factual and sufficiently clear to enable fact-finding and further action.
• The complainant shall receive a response within 3 days after the complaint is received.
• The investigation period depends on the evidence received, including supporting evidence and explanations from the respondent, and shall not exceed 30 business days.
• Whistleblowers or complainants shall be protected.
• Complaint recipients and fact-finding investigators must keep relevant information confidential and disclose it only as necessary, taking into account the safety of and potential harm to the complainant and all relevant parties.

The Company protects whistleblowers and complainants by maintaining confidentiality and disclosing information only as necessary based on safety and fairness principles. The Company shall not take any unfair action against relevant parties, shall provide fair remedies, and shall allow requests for additional protection measures.

7. Intellectual property

• Does not support any actions that may infringe intellectual property rights. Any software used in the Company’s work systems must be properly authorized and legally licensed.
• Employees must conduct themselves in compliance with all applicable laws, regulations, and contractual obligations relating to valid intellectual property rights, including patents, copyrights, trade secrets, and other proprietary information, and shall not infringe the intellectual property rights of others.
• Employees who bring works or information owned by third parties, whether received or intended for use within the Company, must review and verify such materials to ensure that they do not infringe the intellectual property rights of others.
• Employees using the Company’s computers must use software in accordance with the copyright owner’s license terms and only software authorized for use by the Company.
• Upon termination of employment, employees must return all intellectual property and works to the Company, regardless of the form in which such information is stored.

8. Public information disclosure

• Discloses material information to the public through the Stock Exchange of Thailand’s website, the Company’s website, or the annual report.
• Discloses information on shareholding, including connected transactions and interests of directors and executives.
• Submits complete financial reports to the Office of the Securities and Exchange Commission within the prescribed timeframe.
• Appoints an auditor whose qualifications do not conflict with the criteria of the Stock Exchange of Thailand and who does not provide other services to the Company.
• Establishes an Investor Relations function, such as arranging analyst meetings and presenting information to domestic and international investors.
• The Company’s financial statements are certified without qualification by the auditor.
• For the trading of the Company’s shares, the Company has established a policy requiring directors and executives to notify the Company at least 1 day in advance before trading shares.
• Discloses information on directors, including positions, education, shareholding in the Company, work experience, and photographs, in a clear manner.
• Discloses directors’ remuneration and clearly discloses the criteria for determining the remuneration of directors and executives in the annual report.
• Places importance on investor relations by regularly meeting, providing information, and exchanging views with relevant stakeholders.

The disclosure of information is conducted in accordance with the Personal Data Protection Act B.E. 2562 (2019). The Company has processes to support the exercise of data subject rights and guidelines for managing personal data breach incidents.

9. Responsible Lending

• The Company conducts its business in accordance with good governance principles and supports efforts to address household debt at an appropriate level by strictly complying with the criteria prescribed by the Bank of Thailand. This includes offering products that are suitable for customers’ needs, taking into account customers’ debt repayment capacity, and ensuring that advertising and information disclosure are accurate and complete.
• The Company effectively adjusts assistance measures in line with customers’ repayment capacity through initiatives such as the “Debt Clinic” program and the “Debt Resolution Expressway” program.
• The Company promotes financial discipline and provides financial management information to customers through various channels, such as Line OA, Facebook, and the Company’s website, to support customers in improving their financial discipline and managing debt in a manner that benefits them (responsible borrowing).
• The Company requires regular reviews of compliance with policies and procedures relating to credit services to ensure that operations are aligned with applicable policies and regulations. The Company also prepares and submits reports in the format and frequency prescribed by the Bank of Thailand.

10. Money Laundering and Financing Terrorism (AML/CTF)

• Establishes or declines business relationships or transactions with customers where customers meet any of the following criteria:
  • - Are designated persons as announced by the Anti-Money Laundering Office (AMLO).
  • - Conceal their real name, use an alias or false name, provide false information, or present false material documents or evidence.
  • - Fail to provide information or evidence that is material for customer identification, or provide insufficient information.
• Requires customers to identify themselves each time before establishing a business relationship or conducting a transaction, enabling the Company to identify and verify customers in accordance with applicable laws, the regulations of the Bank of Thailand, and other relevant official requirements, through Know Your Customer (KYC) and Customer Due Diligence (CDD) processes for both customers who establish relationships through face-to-face channels and non-face-to-face channels.
• In establishing customer relationships, the Company shall classify customer risk by considering factors such as geographic area or country, products or services used, and the customer’s occupation or status, including politically exposed persons (PEPs).
• Maintains an ongoing process to monitor and review customers’ account movements until the business relationship is terminated, in accordance with legal requirements, to assess whether customers’ transactions are consistent with the purposes, occupations, and sources of income disclosed to the Company.
• Reports transactions as prescribed by the Anti-Money Laundering Office (AMLO), such as cash transactions and suspicious transactions, and monitors any customer transactions that are related to, or reasonably suspected to be related to, the financing of terrorism and the proliferation of weapons of mass destruction.
• The company mandates the storage of customer information, documents, identity verification, and transaction monitoring according to legal criteria.
• Requires the retention of information, documents, and evidence relating to customer identification, identity verification, transaction monitoring, and any other supporting documents or evidence of customers in accordance with legal requirements.
• Prohibits the disclosure of information or any action that may cause customers to become aware of customer due diligence reviews, transaction reporting, or the submission of any other information to AMLO.
• Requires an annual review of compliance with policies and procedures on anti-money laundering and counter-terrorism financing through self-assessment, such as reviewing the Company’s transaction reporting processes and systems, to ensure that operations are aligned with applicable policies and procedures.

1. Focus on “customers” as the center of business operations

• Develop and offer products and services that appropriately and fairly meet customer needs.
• Carefully assess customers’ repayment capacity and avoid encouraging excessive debt.
• SDisclose terms and conditions, interest rates, and fees completely, accurately, and transparently.
• Provide accessible and effective channels for feedback, complaints, and communication.
• Protect customers’ personal data and maintain information system security in accordance with applicable laws
• Conduct business responsibly without infringing customers’ rights

2. Treat “shareholders, investors, and creditors” equitably

• Disclose material information, financial information, and general information accurately, adequately, timely, and transparently.
• Arrange shareholders’ meetings in accordance with good corporate governance principles and promote the full exercise of shareholders’ rights.
• Manage the capital structure and financial risks appropriately to maintain financial stability.
• Strictly comply with loan agreement terms and obligations to creditors.
• Establish an Investor Relations function to communicate information regularly with investors.
• Establish measures to prevent the misuse of inside information and securities trading based on undisclosed information.

3. Manage “human resources” sustainably

• Treat employees equitably, without discrimination, and respect human rights.
• Provide appropriate remuneration, welfare, and opportunities for capability development.
• Promote occupational health and safety and a good working environment.
• Provide opportunities for employees to express opinions and communicate with management.
• Establish channels for complaints and whistleblowing, together with measures to protect whistleblowers.
• Establish business ethics and anti-corruption practices for directors, executives, and employees.

4. Conduct business with “business partners” fairly and transparently, with consideration for mutual growth

• Select business partners through a transparent, fair, and verifiable process.
• Comply with trade terms and make payments on time.
• Do not solicit, accept, or provide any improper benefits.
• Encourage business partners to conduct business in accordance with ethical principles, human rights, and environmental and social requirements.
• Support the capability development of business partners to build a sustainable supply chain

The Company strictly complies with trade terms and makes payments to business partners within the timeframe specified in contracts and applicable laws, with an average payment period of not more than 30 days, to promote fairness and strengthen sustainable business relationships.

5. Treat “competitors” fairly within the framework of free competition

• Do not seek competitors’ information through dishonest means.
• Do not damage competitors’ reputation through false information or malicious allegations.
• Do not engage in any actions that constitute monopoly practices or violate trade competition laws.
• Conduct business in accordance with business ethics and market rules.

6. Create shared value with “society and communities”

• Conduct business with social and environmental responsibility.
• Support inclusive and equitable access to financial services
• Continuously implement projects to improve the quality of life of communities
• Instill a sense of social responsibility among directors, executives, and employees
• Listen to community opinions and concerns to improve business operations

7. Strictly comply with the requirements of “regulatory authorities”

• Conduct business within the scope of applicable licenses and relevant requirements
• Report information to regulatory authorities accurately, completely, transparently, and in a timely manner
• Cooperate with inspections and disclose information as required by law
• Continuously enhance corporate governance standards

Continue to develop internal systems and governance processes in alignment with evolving regulatory requirements to strengthen transparency, risk management, and long-term confidence in the governance system.

The Company requires the Corporate Governance and Sustainability Committee to regularly monitor and evaluate corporate governance performance by reporting progress and governance performance results to the Board of Directors twice a year. The Committee also reviews and proposes revisions to the Board for consideration regarding the scope of authority, duties, and responsibilities of the Corporate Governance and Sustainability Committee to ensure alignment with changing circumstances.

The Board of Directors and Board committees shall summarize their performance in the Form 56-1 One Report on an annual basis to promote transparency and ensure that the Company’s operations achieve their objectives, comply with applicable rules and regulations of regulatory authorities, and create value for the Company. This reflects sound capabilities, accountability toward society and the environment, and value creation for all stakeholder groups through corporate governance.