True : 7. Corporate Governance Structure and Significant Information Related to the Board of Director, Committees, Executives, Employees and Others Report on Key Operating Results on Corporate Governance

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

7. Corporate Governance Structure and Significant Information Related to the Board of Directors, Committees, Executives, Employees and Others

7.1 Corporate Governance Structure

Part II

Corporate Governance Structure and Significant Information Related to the Board of Directors, Committees, Executives, Employees and Others

Topic 7 - Page 1

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

7.2 Information on the Board of Directors

7.2.1 The composition of the Board of Directors

The Company's Articles of Association stipulate that the Board of Directors shall consist of not less than 5 directors and not less than one half of them shall reside within the Kingdom. The qualifications of the Company's directors shall be as prescribed by law.

As of 31 December 2023, the Company's Board of Directors consisted of 11 directors as follows:

1. 11 Non-Executive Directors, accounting for 100% of the total numbers of the board, consisted of:
2. • 4 Independent Directors, accounting for 36.36% of the total numbers of the board which is in compliance with the regulation of the Capital Market Supervisory Board
   • 7 Directors from various organizations irrelevant to the Company's business management, including representatives of the major Shareholders.
3. There is a clear delegation of authority between the Board of Directors and the management. Details are disclosed under the heading "Division of work between the Board and the CEO"

In this regard, the information and related details of the Company's directors Appears in Attachment 1 (Information of Directors, Executives, Controlling Parties, the Person Taking the Highest Responsibility in Finance and Accounting, the Person Supervising Accounting and Company Secretary)

Definitions:

Non-ExecutiveDirectormeans

A director who does not hold a management position and does not engage in the Company's business management, whether or not he or she is an Independent Director.

Independent Directormeans

A director who is independent of any major Shareholders, the group of major Shareholders and the management of any juristic person who is the major Shareholder of the Company including any relationship that would interfere with the exercise of independent judgment and have qualification as prescribed by the regulations of the Stock Exchange of Thailand, Capital Market Supervisory Board and the Corporate Governance Policy of the Company.

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 2
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

7.2.2 The information on each director and controlling person

The Board of Directors of the Company (as of 31 December 2023) was as follows:

	Name	Position
1.	Mr. Suphachai Chearavanont	Chair of the Board and
		Chair of the Risk, Cybersecurity and Finance Committee
2.	Mr. Petter-Boerre Furberg	Vice Chair of the Board of Directors and
		Chair of the Executive Committee
3.	Prof. Dr. Kittipong Kittayarak	Independent Director, Member of the Nomination and
		Remuneration Committee and Chair of the Corporate Governance
		and Sustainability Committee
4.	Mrs. Kamonwan Wipulakorn	Independent Director, Member of the Audit Committee and
		Chair of the Nomination and Remuneration Committee
5.	Mr. Kalin Sarasin	Independent Director, Chair of the Audit Committee and
		Member of the Risk, Cybersecurity and Finance Committee
6.	Mrs. Pratana Mongkolkul	Independent Director, Member of the Audit Committee and
		Member of the Corporate Governance and Sustainability
		Committee
7.	Dr. Gao Tongqing	Director
8.	Mr. Vichaow Rakphongphairoj	Director, Vice Chair of the Executive Committee,
		Member of the Nomination and Remuneration Committee,
		Member of the Corporate Governance and Sustainability
		Committee and
		Member of the Risk, Cybersecurity and Finance Committee
9.	Miss Ruza Sabanovic	Director, Member of the Corporate Governance and
		Sustainability Committee, Member of the Risk, Cybersecurity and
		Finance Committee and Member of the Executive Committee
10.	Mr. Ole Bjoern Sjulstad	Director, Member of the Nomination and Remuneration
		Committee, Member of the Corporate Governance and
		Sustainability Committee and Member of the Risk, Cybersecurity
		and Finance Committee
11.	Mr. Natwut Amornvivat	Director, Member of the Corporate Governance and
		Sustainability Committee and Member of the Executive
		Committee

All Directors have qualifications as prescribed by law. None is prohibited person under the laws and does not possess any untrustworthy characteristics under the regulations of the Securities and Exchange Commission ("SEC").

All Directors focus on their duties as board members, , collaborate and assist in the company's operations in all aspects. They attend all board meetings regularly except only in cases of significant and unavoidable circumstances.

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

Skill Matrix of the Board of Directors (as of 31 December 2023)

The board of directors of the Company has undergone a board skill matrix assessment, consisting of directors with expertise and diverse skills essential for the Company's business operations. Each member possesses qualifications in at least one aspect relevant to the Company's business, as summarized below.

Authorized Directors

Mr. Suphachai Chearavanont or Mr. Vichaow Rakphongphairoj or Mr. Natwut Amornvivat jointly sign with Mr. Petter-Boerre Furberg or Mr. Ole Bjoern Sjulstad with the Company's seal affixed.

7.2.3 Information related to the roles and duties of the Board of Directors

Authorities, Duties and Responsibilities of the Board of Directors, including the approval authorities

1. Oversee compliance of the conducting of the Company's business with the applicable laws, objectives and Articles of Association of the Company and resolutions of the shareholders' meetings. In this regard, the Board shall perform their duties with prudence, due care, in good faith to preserve the interests of the Company and shareholders, and disclose information to the shareholders in an accurate, adequate, transparent and timely manner.
2. Oversee the Company's Corporate Governance for long-term sustainability.
3. Annually review and approve visions, strategies, missions, business plans and financial targets including its subsequent amendment and follow-up the implementation thereof and the ongoing operations of the Company. The Board shall oversee the Company's long term and strategic planning.

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	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. Appoint and dismiss of Key Management Personnel1/ including the Chief Executive Officer ("CEO") and Deputy Chief Executive Officer ("DCEO").
2. Oversee the Company's organization, administration and operations and ensure that the Board has an updated information and overview of any issue which either individually or collectively may have a significant impact on the business of the Company, such as, but not limited to, issues within objectives and strategies, operations and finances, and organization and employees.
3. Oversee the organization, administration and operations of the Company's subsidiaries both domestically and internationally and joint ventures in order to ensure that such investments are align with the Company's direction, effective, properly and beneficial to the Company.
4. Ensure Key Management Personal succession plan.
5. Determine and approve policies relating to corporate governance (including Code of Conduct) and supervise the management to implement such policies.
6. Oversee compliance with accounting standards, risk management, financial and other controls and applicable laws.
7. Ensure adequate and appropriate internal controls system of the Company and its subsidiaries both domestically and internationally including the internal control over financial reporting (ICFR) in place.
8. Ensure that a mechanism for handling complaints and whistleblowing is established.
9. Recommend the shareholders on the nomination and compensation of the Board of Directors.
10. Oversee and monitor to ensure that the preparation of financial statements and disclosure of material information are accurate, sufficient, and timely and are following the relevant regulations. The Board shall approve the annual financial statements and the annual report after they have been examined by the auditor.
11. Appoint a company secretary with the necessary qualifications, knowledge, skills and experience to support the Board in performing its duties.
12. Conduct an annual performance evaluation of the Board, its committees, and each individual director which should be used to strengthen the effectiveness of the Board.
13. Ensure that the shareholders' meetings are held as scheduled and conducted properly, with transparency and efficiency, and ensure inclusive and equitable treatment of all shareholders and their ability to exercise their rights.
14. The Board may appoint Board's committees. All Board's committees shall be appointed by resolution in a Board meeting. The Board is responsible for preparing and approving charters for each Board's committee. Board's committees have no

1Key Management Personnel means the executive management officers of the Company including the Chief Executive Officer (CEO), Deputy Chief Executive Officer (DCEO), Chief Technology Officer (CTO), Chief Marketing Officer (CMO), Co-Chief Financial Officer (Co-CFO), Chief Digital Officer (CDO), Chief Human Resources Officer (CHRO), Chief Sales Officer (CSO), Chief Geo-based Officer (CGO), Chief Transformation Officer (CTFO) and Chief Corporate Affairs Officer (CCAO), Chief Business Officer (CBO), and any other officers that from time to time will be defined as Key Management Personnel and will report to the CEO or DCEO.

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 5
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

independent decision-making authority, except where expressly granted by the Board or applicable law. The establishment of Board's committee does not alter the Board's legal responsibilities and tasks. The Board's committees shall provide a report on its work (if any) at each board meeting. The Board of Directors must perform its duties in promoting and supporting the work of the Board's committees in all aspects to enable the Board's Committees to perform its duties effectively.

In this regard, the Company has disclosed the Charter of the Board in Appendix 5.

Authorities and Responsibilities of the Chair of the Board

• Take responsibilities as the chief of the Board of Directors to oversee, follow up and monitor the due performance of the Board of Directors and other Board-committees to achieve objectives as outlined in the established business plan;
• Act as the Chair of the Board of Directors' meeting;
• Act as the Chair of the Shareholders' meeting and conduct the meeting to be in compliance with the Company's Articles of Association and the Agenda set forth; and
• Perform any duties as mandated by laws, particularly those pertaining to the role of the chairman of the Board.

Division of work between the Board and the CEO

The CEO is responsible for the day-to-day management of the Company's operations and shall adhere to the guidelines and instructions provided by the Board, including the rules of procedure for the CEO. The CEO's authority does not extend to matters outside the scope of the responsibilities of the CEO pursuant to applicable law (i.e. matters that given the situation of the Company are unusual in nature or of major importance), these Rules or other instructions adopted, or decisions made by the Board.

The CEO shall ensure that the Company's accounts are in accordance with legislation and regulations and that the capital management is organized satisfactorily. The Board can, at any given time, request the CEO to provide the Board with a detailed account of specific issues. As often as the Board deems it necessary, the CEO shall, either in writing or in a meeting, report to the Board on the operation and its situation, as well as on the profit performance as determined by the Board and/or described in the rules of procedure for the CEO.

7.3 Information on Committees

7.3.1 The Committees

1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Governance and Sustainability Committee
4. Risk, Cybersecurity and Finance Committee
5. Executive Committee

In this regard, the Company has disclosed the Charter of the Committees in Appendix 5.

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 6
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. Audit Committee Authority
   The Committee shall have the power to conduct or authorize investigations into any matters within its scope of responsibilities. The Committee is empowered to retain independent counsel, accountants, or other persons who have special competence as necessary to assist the Committee in fulfilling its responsibilities.
   The scope of duties and responsibilities of the Audit Committee
2. 1. Review the audited accounts and discuss with the auditors of the Company regarding the accounting policies to be adopted by the Company.
   2. Review and provide assurance to the Board of Directors in relation to:
   3. 1. compliance with laws (including laws on securities and exchange, regulations of the SET, anti-corruption laws and any other applicable laws) and Company policies;
      2. the integrity of production of accurate and adequate financial statements and interim reports including the consistency of information in the financial reports with any other information related to the financial position and operational performance that has been communicated to investors or relevant parties such as management's discussion and analysis, annual report and corporate's notification to the SET relating financial reports. In cases where the Committee receives a report from the auditor or detects irregularities in the financial statements, the Committee must promptly initiate inquiry into the causes and the audit scope from relevant parties such as the auditor and person with the highest responsibility for accounting and finance of the Company;
      3. the adequacy of internal control system of the Company and its subsidiaries both domestically and internationally and the internal control over financial reporting (ICFR).
         (3.1) The Committee shall jointly plan the audit of the internal control system with the internal audit & investigation function considering the type and level of risks that may impact on the Company. If it is a high-risk issue, the Committee must expedite auditing and establish measures to mitigate the aforementioned risk promptly.
         (3.2) In cases the Company has significant international operation, the Committee must ensure that the Company's overall internal control system can detect irregularities and prevent potential misconduct arising from the activities or transactions of these foreign-registered companies. The Committee may have the internal audit and investigation function or hire an outsourced-internal audit abroad to conduct an audit of an important internal control system. The internal audit shall regularly report the findings to the Committee directly.

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 7
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. internal audit activity and the independence of Internal Audit & Investigation function;
2. Related Party Transaction(s) (RPT), Material Transactions (MT) or transactions that may lead to conflicts of interests, to ensure they are in compliance with the laws and regulations of the Stock Exchange of Thailand, and are reasonable and for the benefit of the Company. The Committee's duties in particular of MT & RPT are as follows;
   (5.1) The Committee shall participate in considering and giving opinion on the entering into significant MT & RPT transactions that require approval from the Board of Directors' or the shareholders' meeting. The Committee shall at least consider matters e.g., a) the rationale of entering into transactions, b) details and identity of contracting parties,
3. 1. returns and associated risks particularly the legal risks, and d) the impact on the financial status and operations.

This consideration shall be made, especially in cases where the Company frequently enter into MT & RPT transactions, conducts transactions abroad, changes its core business and new business expansion. The Committee shall have additional considerations regarding the appropriateness of business operations policies, investment plans and liquidity, etc.

(5.2) For MT & RPT where the management has authority to approve, the Committee shall ensure to establish a system or process that requires the management to report such transactions continuously and analyze the reasonableness of transactions. In cases where these transactions have a recurring nature genuine substance indicate that they are interrelated or the same project, the Committee shall ensure to consider additionally the project's reasonableness and characteristics and consider whether the entering into transactions with the aforementioned characteristics may indicate an intention to avoid the rules on the entering into MT & RPT or not.

(5.3) After obtaining approval to enter into MT & RPT from the Board of Directors or shareholders, the Committee shall follow up and inquire about the progress of these transactions with the management, to oversee the investment and ensure that the Company continuously disclose and report progress to shareholders appropriately on the following matters at a minimum:

1. Progress of the transactions to determine whether that it aligns with the plan disclosed when seeking approval from the Board of Directors or shareholders.
2. If the transaction cannot proceed according to the disclosed plan, disclosing the factors or events that have affected it and analyzing

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 8
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

the associated risks arising from the deviation from the disclosed plan.

1. If funds are raised by issuing and offering securities for investment in MT & RPT, whether it is an offer of stocks or debentures, shareholders must be reported about the use of funds.
2. In cases where actual operation does not conform to the plan, or the expected financial projection is significantly different from those previously disclosed to shareholders.

(5.4) The Committee shall continue follow-up the progress of entering into the MT & RPT by considering together with various information to observe for overall abnormalities in order to prevent cases where the Company use the disclosure of information as a means to manipulate its stock prices for the benefit of any particular group of individuals. In this connection, if the Committee suspects that directors and executives of the Company may use a mean to disseminate distorted and incorrect information or enter into MT & RPT for the benefit of influencing stock prices, the Committee may take any action to deter such behavior of the Company and report the facts to the SEC Office immediately.

1. 1. Monitoring of utilization of capital increase fund ("Fund") in accordance with the disclosed objectives. The Committee shall:
      (6.1) evaluate the details related to the use of raised capital and information provided by management regarding the thoroughly examine economic conditions and growth trends in industry that the Company will spend the funds for investment.
      (6.2) ensure that the Company has adequate internal control or mechanism to supervise and monitor the use of raised capital correctly and appropriately, and in accordance with the disclosed objectives. If the Funds are not utilized in accordance with disclosed objectives, the Committee shall promptly report to the Board of Directors. Together with the Board of Directors, urgent corrective action must be taken, and measures established to cease and prevent the Company from inappropriately and incorrectly using funds in a way that may cause damage to the Company and shareholders.
2. Ensuring the effectiveness of the external audit process, considering and making recommendation on the appointment, re-appointment, and removal of an independent person to be the Company's auditor for the provision of audit and non- audit services, and to propose the auditor's remuneration and terms of engagement, as well as to attend a meeting with this auditor without management present at least once a year.
3. Approve the appointment, transfer and dismissal of the Head of Internal Audit & Investigation, and approve the Internal Audit & Investigation Charter and its

Part II	Corporate Governance Structure and Significant Information Related to the Board of Directors,	Topic 7 - Page 9
	Committees, Executives, Employees and Others

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

subsequent amendment. The Internal Audit & Investigation function shall directly report to the Committee.

1. Attend a meeting with the Head of Internal Audit & Investigation without management present at least once a year.
2. Maintain a direct and close working relationship (including continuous and regular reporting and interactions) with the Internal Audit and Investigations function, to support the Board of Directors in fulfilling its oversight responsibilities.
3. Prepare, and disclose in the Company's annual report, an Audit Committee's Report which will be signed by the Chair of the Committee and consist of at least the following information:
4. 1. an opinion on the accuracy, completeness, and creditability of the Company's financial report;
   2. an opinion on the adequacy of the Company's internal control system;
   3. an opinion on the compliance with the law on securities and exchange, the regulations of the Stock Exchange of Thailand, or the laws relating to the Company's business;
   4. an opinion on the effectiveness of the Company's internal control procedure relating to the compliance with the anti-corruption measures;
   5. an opinion on the suitability of an auditor;
   6. an opinion on the transactions that may lead to conflicts of interests;
   7. the number of Committee meetings, and the attendance of such meetings by each Committee member;
   8. overall opinion or observation gained by the Committee from its performance of duties in accordance with the Charter; and
   9. any other information which, in the Committee's opinion, should be made known to the shareholders and general investors, within to the scope of duties and responsibilities as assigned by the Company's Board of Directors.
5. To oversee and monitor the follow up of findings and remediation of major investigations and significant adverse audits.
6. If the Committee receives the auditor's report which encounters suspicious behavior of the directors, managers or persons responsible for the operation of the Company during the audit, the Committee shall promptly inform the Board of Directors and investigate without delay with the following conducts.
7. 1. The Committee shall consider on the significance and risk of the matter to the Company and investors, if the Committee considers that such suspicious behavior may significantly affect the rights of shareholders or there are issues that shareholders should be informed about immediately, the Committee shall promptly take actions to ensure that the Company disclose preliminary information to investors.

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	Committees, Executives, Employees and Others