True : 8. Report on Key Operating Results on Corporate Governance

True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

8. Report on Key Operating Results on Corporate Governance

8.1 Summary of Director Performance in Past Year

The Company plans in advance Board of Directors meetings in a year in order to consider routine agenda items. If any unforeseen and important matters arise, the Chair of the Board will call additional meetings by giving advance notice to all directors as required by the relevant laws.

The authorities, duties, and responsibilities of the Board of Directors are as set forth in the Public Limited Company Act, the Securities and Exchange Act, the regulations of the SET, and the Articles of Association of the Company, are as specified in Part 7 "Corporate Governance Structure"

Key matters reserved for the Board's approval are as follows:

1. all matters requiring an approval from the shareholders meeting of a Group Company under applicable law, except for a capital increase through rights offering or public offering.
2. increase in authorized share capital, creation of new class of share capital or equity securities or variation or modification of the rights attaching to the Shares or equity securities of a Group Company; or issuance of new Shares or equity securities or any security, right, option, warrant, appreciation right or instrument (including debt instrument) that is exercisable for, convertible into, exchangeable for, or entitles the holder to acquire or receive, with or without consideration, any Shares or other equity securities ( including any option to purchase or rights to subscribe for such a convertible or exchangeable security) of a Group Company, in each case other than an issuance by a Subsidiary to the Company itself or another Subsidiary, except for a capital increase through rights offering or public offering.
3. entry into, amendment or termination by a Group Company of any contract or transaction (other than in respect of matters set out in item #16 and 17) (each an "Operational Commitment") where the value, cost, obligations and/or liabilities of such Operational Commitment or series of related Operational Commitments exceed THB 500 million (five hundred million)
4. entry into, amendment or termination by a Group Company of any joint venture, partnership, strategic alliance or other strategic relationship, if significant to the Group and outside the ordinary course of business
5. approval of, or any changes to, the Group's business plan or budget
6. approval, amendment or termination of any key governance policies of the Group
7. all matters relating to existing and future licenses or permits for, or allocation of, telecommunications spectrum and key operating licenses and permits, including the decision as to whether to apply for additional spectrum, licenses or permits or maintain such spectrum, licenses or permits

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. changes to the functions, mandates, compensation, duties and reporting lines of any of the Executives
2. any change to the size of any Board- committee, or creation or dissolution of any Board-committee of the Company
3. appointment or removal of any of the Executives of the Company
4. payment of dividends in compliance with the dividend policy of the Company
5. any change to the dividend policy of a Group Company; repurchase of any Shares or equity securities of a Group Company; or agreeing or committing to any restrictions on dividends or distributions by a Group Company
6. any material change to the accounting practices or policies of a Group Company other than as required by applicable law or generally accepted accounting principles applicable to such entity
7. any hiring, changing or termination of auditors providing services to a Group Company
8. any business or shareholding restructurings involving a Group Company
9. any acquisition, sale, disposition or transfer of any assets, shares or business or merger, consolidation, scheme of arrangement, amalgamation, combination or similar transaction (including any financial investments in shares or other financial instruments), involving either: (a) the Company; or (b) any of its Subsidiaries (each a "Structural Commitment") where the value or cost of such Structural Commitment or series of related Structural Commitments exceed THB 500 million (five hundred million), in each case other than sales of products and services in the ordinary course of business
10. entry into, amendment or termination by a Group Company of any contract or arrangement for the incurrence of debt or otherwise giving rise to debt-like obligations (including with respect to working capital financing and vendor financing), or the issuance of any debt securities, or the provision of any guarantee for obligations of other person (each a "Financing Commitment") where the value of such Financing Commitment or series of related Financing Commitments exceed THB 500 million (five hundred million), except: (a) indebtedness and other obligations among the Company and its Subsidiaries; and (b) any bank guarantees and letters of credit incurred in the ordinary course of business, on arm's length basis and not for the purpose of incurring borrowings or other debt
11. save for solvent shell companies that are voluntarily formed or wound up in the ordinary course of business, the determination to liquidate, wind- up or dissolve a Group Company; or to initiate ( or fail to contest) any bankruptcy, liquidation, winding up, dissolution or equivalent process or appoint any receiver, liquidator or administrator or other similar person in relation to a Group Company, or any reclassification, recapitalization, reorganization or restructuring of a Group Company or its share capital or any other transaction that impacts the rights or privileges attaching to the shares of a Group Company

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

(19) entry into, amendment or termination by a Group Company of any Related Party Transaction that requires an approval from the Board and/ or shareholders of a Group Company pursuant to applicable law. For the purposes of this provision, a " Related Party Transaction" shall have the meaning as ascribed to it under the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 re: Rules on Entering into Related Party Transaction and the Notification of the Stock Exchange of Thailand No. BorJor/Por22-01 re: Disclosure and Actions of the Listed Companies with respect to Related Party Transaction B.E. 2546

8.1.1 Recruitment, Development, and Performance Assessment of Directors Recruitment

1. Independent Directors
   The Company has set out the criteria and qualifications for independent directors, which are stricter than the requirements of the SEC and the SET. An independent director must:
2. 1. holding shares not exceeding 0 .5 percent of the total number of voting rights of the Company, its parent company, subsidiary, affiliate, principal shareholder or controlling person of the Company, including the shares held by related persons of the independent director
   2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the Company, its parent company, subsidiary, affiliate, same -level subsidiary, principal shareholder or controlling person of the Company unless the foregoing status has ended not less than two years prior to the date of appointment
   3. not being a person related by blood or registration under laws i .e ., father, mother, spouse, sibling, and child, including spouse of the children; of other directors, executives, major shareholders, controlling persons, or persons to be nominated as director executive or controlling persons of the Company or its subsidiary
   4. not having a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the Company, in the manner which may interfere with his or her independent judgment, and neither being nor having been a principal shareholder or controlling person of any person having business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the Company unless the foregoing relationship has ended not less than two years prior to the date of appointment.
      The term" business relationship "aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the Company or its counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the Company or twenty million Baht or more, whichever is lower .The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board concerning rules on connected transactions mutatis mutandis .The combination of such indebtedness shall

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences

1. neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the Company, and not being a principal shareholder or controlling person, or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate, major shareholders or controlling person of the Company unless the foregoing relationship has ended not less than two years from the date of appointment
2. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the Company, its parent company, subsidiary, affiliate, major shareholders or controlling person of the Company, and neither being nor having been a principal shareholder, controlling person or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of appointment
3. not being a director who has been appointed as a representative of the Company 's director, major shareholder or shareholders who are related to the major shareholder
4. not operate any business which has the same nature as and is in significant competition with the business of the Company or subsidiary, or not being a principal partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary; or holding shares not exceeding one percent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of the Company or subsidiary
5. not having any characteristics which make him/her incapable of expressing independent opinions with regard to the Company's business affairs
6. After having been appointed as independent director with qualifications complying with the criteria under the above (1) to (9), the independent director may be assigned by the Board of Directors to take part in the business decision of the Company, its parent company, subsidiary, affiliate, same-level subsidiary, major shareholder or controlling person of the Company on the condition that such decision shall be a collective one
7. In case of any person either having or having had a business relationship or professional service exceeding the amount under the above (4) or (6), such person shall be waived from the prohibition concerning neither having nor having had a business relationship or professional service by the Board of Directors 'approval only if the Company provides the opinion of the Board of Directors which perform duty under Section 89/7 of the Securities and Exchange Act B.E .2535 that the appointment of such person does not impact his or her independent judgment and the Company shall disclose the information required by the Capital Market Supervisory Board in the notice of shareholders 'meeting in the agenda for election of such independent director.
8. Not being an authorized director

All Independent Directors of the Company are independent from any major shareholders and the Management of the Company, and are fully qualified pursuant to the criteria specified above. The independent directors did not have any business relationship nor provide any professional services to the Company in the past financial year.

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. Recruitment of Directors
   The Company places importance on the nomination and selection of directors by specifying the qualifications of directors and independent directors in accordance with the laws and relevant regulatory requirements, including the Articles of Association of the Company.
   The selection and nomination of directors of the Company is considered from various sources, such as but not limited to a Professional Search firm, Director Pool or Internal qualified nominated person and by taking into account the educational background, work experience, knowledge and expertise, particularly in the telecommunications industry, and past performance as a director, as well as the appropriate mix of skills and other diversities in conformance with the Board of Directors' current structure. This is in order to enable the Board of Directors to perform its duties effectively.
   The Nomination and Remuneration Committee is responsible for the selection and nomination of directors of the Company. The Nomination and Remuneration Committee will select qualified persons for the position of director, conclude the selection results, and nominate them as candidates for further consideration by the Board of Directors and the shareholders, as the case maybe.
   Directors of the Company must have the qualifications to act as directors and not possess any of the prohibited characteristics prescribed by laws and must not simultaneously hold more than five board seats in publicly listed companies in order to ensure their efficiency in performing their duties and responsibilities towards the Company.
   Directors are elected to hold office for a period of three years and may be re-elected for another term of office. The appointment, removal, and retirement of a director from the Board of Directors of the Company must comply with the Articles of Association of the Company as follows:
2. 1. The Company has a board of directors consisting of not less than five (5) directors. At least one-half of the directors must reside in Thailand. The Board of Directors must elect one of their members to be the Chairman and elect another member to be a Vice-Chairman and any other positions as they see fit;
   2. A meeting of shareholders must elect the directors in accordance with the following procedures and rules:
   3. • each shareholder has one vote for each share held ;
      • each shareholder may exercise the votes in electing one or more persons to be the directors but the votes are indivisible ; and
      • the person who obtains the highest votes will be elected as a director in respective order according to the required number of directors, but if two or more persons obtain equal votes, the Chairman shall have the casting vote;
   4. A director wishing to resign must submit a resignation letter to the Company which will become effective on the date the Company receives the resignation letter;
   5. The shareholders' meeting may resolve to remove any director before the expiration of his/her term by not less than three-fourths of the number of shareholders attending the meeting and having the right to vote and holding not less than one-half of the total number of shares of all the shareholders attending the meeting and having the right to vote; and

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

1. At every annual general meeting of shareholders, one-third (1/3) of the directors, or if it is not a multiple of three, then the number nearest to one-third (1/3) must retire from office. There must be a drawing by lots to determine the directors retiring on the first and second years following the registration of the Company. In each subsequent year, the directors who occupy the position for the longest period must retire.

Furthermore, shareholders have the right to propose candidates for directorship at the annual general meeting of shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in the telecommunications business or related businesses which are beneficial to the Company's business. The Company also has a procedure for selection of independent directors which ensures that the independent directors would function in the best interest of the Company and shareholders.

1. Recruitment of Executives
   The Board of Directors of the Company has established a policy and criteria for the nomination and appointment of senior management and a policy for succession planning. There is a clear and transparent nomination process in which educational background, work experience, knowledge, capability, ethics, and leadership are taken into consideration. The Board of Directors of the Company has appointed the Nomination and Remuneration Committee to consider and recommend qualified candidates for the positions of Chief Executive Officer and executives.
   The Board of Directors of the Company has focus on setting up the succession plan for the Chief Executive Officer and executives' position and will consider persons who have suitable qualifications, knowledge, and ability to manage the Company's business. The Management has proposed executives' succession plan to the Nomination and Remuneration Committee and the Board of Directors for consideration and recommendations on the appropriateness of such plans at least once a year.

Development of Directors

When appointing a new director, the Company will prepare material information as well as arrange for a meeting with the Management, so that the new director can familiarize himself/herself with the business operations and the corporate governance policies of the Company. The Company also encourages its directors to attend the trainings relating to the duties of directors, which are organized by the Thai Institute of Directors Association and other institutes. The Company will inform them of relevant training which would be useful in carrying out their duty as the directors of the Company.

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

In 2023, there are directors attending training courses as follows:

List of Directors		Details of the Training Program
Mr. Suphachai Chearavanont	-	Information security workshop including annual
			Information Security policy risk picture (2566)
Prof. Dr. Kittipong Kittayarak	-	Information security workshop including annual
			Information Security policy risk picture (2566)
Mrs. Kamonwan Wipulakorn	-	Information security workshop including annual
			Information Security policy risk picture (2566)
		- Role of the Chairman Program (RCP) (55/2566)
		- Board Nomination & Compensation Program (BNCP)
			(17/2566)
Mr. Kalin Sarasin	-	Information security workshop including annual
			Information Security policy risk picture (2566)
Mrs. Pratana	Mongkolkul	-	Information security workshop including annual
			Information Security policy risk picture (2566)
		- Successful Formulation & Execution of Strategy (SFE)
			(42/2566)
Mr. Adhiruth	Thothaveesansuk	-	Information security workshop including annual
(Resigned on 14 December 2023)		Information Security policy risk picture (2566)
		- Cybersecurity Leadership for Non-Technical
			Executives 2566
		-	Board Nomination and Compensation Program (BNCP
			17/2566)
		- Subsidiary Governance Program (SGP 5/2566)
		- Risk Management Program for Corporate Leaders
			(RCL 31/2566)
		- Role of the Chairman Program (RCP 53/2566)
		- Director Leadership Certification Program (DLCP
			9/2566) The Board that Leads to Sustainable
			Performance
		- Finance Statements for Directors (FSD 48/2566)
Miss Ruza Sabanovic	-	Information security workshop including annual
			Information Security policy risk picture (2566)
Mr. Ole Bjoern Sjulstad	-	Information security workshop including annual
			Information Security policy risk picture (2566)

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True Corporation Public Company Limited	Annual Report 2023 (Form 56-1 One Report)
List of Directors	Details of the Training Program
Dr. Teerapon Tanomsakyut	- Information security workshop including annual
(Resigned on 14 December 2023)	Information Security policy risk picture (2566)
	- Cybersecurity Leadership for Non-Technical
	Executives 2566
	- Board Nomination and Compensation Program
	(BNCP 17/2566)
	- Subsidiary Governance Program (SGP 5/2566)
	- Risk Management Program for Corporate Leaders
	(RCL 31/2566)
	- Role of the Chairman Program (RCP 53/2566)
	- Director Leadership Certification Program (DLCP
	9/2566) The Board that Leads to Sustainable
	Performance

Performance Evaluation of the Board of Directors

The Board of Directors shall conduct an evaluation on the performance of the board, an individual director self-assessment, and Board's committee self-assessment on an annual basis in order to provide an opportunity for each director to express his or her views on the performance related to their roles and to consider and review the results, problems, and obstacles around their performance over the previous year.

The assessments are conducted based on responses from questionnaires categorized into two main assessment areas. Firstly, the duties and responsibilities of the Board of Directors and its subcommittees are evaluated. Secondly, an overall performance assessment in Operational Practices is conducted, which includes assessing various aspects such as meeting scheduling, time allocation, consultation, support and guidance provided to management, and the coordination and collaboration among board members. In the year 2023, assessment results for both the board and individual members were excellent, while the Board's committees' evaluations ranged from good to excellent. The recommendations concluded from the assessment hold significant importance in overseeing the development of the Company's operations, promoting good corporate governance, nurturing organizational culture, and advancing continuous sustainability goals.

8.1.2 Attendance and Remuneration of the Director Attendance of Director

A meeting of the Board of Directors of the Company is held at least once every quarter. The Company informs the directors of the dates and times of the meetings in advance every year so that the directors can manage their schedules accordingly. There are clear agendas for each meeting. In addition, the Corporate Governance and Sustainability Committee has recommended to the Board of Directors at the meeting No. 1/2024, held on February 3, 2024, for appointment of Mr. Kalin Sarasin as the Lead Independent Director to collaborate with the Chairperson of the Board of Directors in formulating the meeting agenda for the Board of Directors.

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True Corporation Public Company Limited

Annual Report 2023 (Form 56-1 One Report)

The Company sends the meeting invitation, together with supporting documents, to the directors at least 14 and 5 days, respectively, in advance to allow them sufficient time to study the information prior to the meeting, except for extraordinary meetings with specific purposes. The senior Management of the Company joins the meeting in order to clarify and answer the Board of Directors' queries. The Chair invites every director to express his/her opinion before proceeding with the vote and determining a resolution for each agenda item. Directors having interest in certain agenda items, whether directly or indirectly, are not be eligible to vote and have to leave the meeting during the consideration of the relevant agenda item.

The Company records the minutes of the meetings in writing and keeps the originals with the meeting invitation notices and the relevant supporting documents. Electronic copies of the documents are also maintained for the convenience of the directors and relevant persons.

The Company has arranged facilities for the directors to attend the Board of Directors' meetings via video or teleconference in accordance with the Emergency Decree on Electronic Meeting B.E. 2563 including any other related rules and regulations, so the directors could continue to provide opinions or recommendations which are beneficial to the Management and the business operation of the Company.

The Company has set the policy regarding the minimum quorum number at the time of voting in the Board of Directors meeting provided that at least two third of the total members of the Board of Directors must be present. The proportion of directors' attendance provided that the board of directors meeting should have an average attendance ratio of not less than 80 percent of the total board members each year. In 2023, the Company held 7 Board of Directors' meetings with the rate of attendance at 90.91 percent. Details of the meeting attendance of individual directors are as follows:

Name		Position	Attendance of the Board	AGM*
			of Directors Meetings
			Total	In	By
				Person	electronics
					means
Mr. Suphachai Chearavanont		Chair of the Board and Chair of the Risk,	7/7	5	2	/
		Cybersecurity and Finance Committee
Mr. Petter-Boerre Furberg		Vice Chair of the Board of Directors and	3/3	1	2	(2)
(Appointed as Director on 5 October 2023)	Chair of the Executive Committee
Mr. Joergen Christian Arentz Rostrup	Vice Chair of the Board of Directors and	4/4	3	1	/
(Resigned on 5 October 2023)		Chair of the Executive Committee
Prof. Dr. Kittipong Kittayarak		Independent Director, Member of	7/7	3	4	/
		the Nomination and Remuneration
		Committee, and Chair of the Corporate
		Governance and Sustainability Committee
Mrs. Kamonwan Wipulakorn		Independent Director, Member of	7/7	6	1	/
		the Audit Committee, and Chair of the
		Nomination and Remuneration Committee
Mr. Kalin Sarasin		Independent Director, Chair of the Audit	5/7	4	1	/
		Committee, and Member of the Risk,
		Cybersecurity and Finance Committee
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True Corporation Public Company LimitedAnnual Report 2023 (Form 56-1 One Report)

Name	Position	Attendance of the Board	AGM*
		of Directors Meetings
		Total	In	By
			Person	electronics
				means
Mrs. Pratana Mongkolkul	Independent Director,	7/7	6	1	(1)
	Member of the Audit Committee, and
	Member of the Corporate Governance and
	Sustainability Committee
Dr. Gao Tongqing	Director	2/7	-	2	(1)
Mr. Vichaow Rakphongphairoj	Director, Vice Chair of the Executive	1/1	1	-	(2)
(Appointed as Director	Committee, Member of the Nomination
on 14 December 2023)	and Remuneration Committee,
	Member of the Corporate Governance and
	Sustainability Committee, and Member of
	the Risk, Cybersecurity and Finance
	Committee
Mr. Adhiruth Thothaveesansuk	Director, Vice Chair of the Executive	6/6	5	1	/
(Resigned on 14 December 2023)	Committee, Member of the Nomination
	and Remuneration Committee,
	Member of the Corporate Governance
	Committee, and Member of the Risk,
	Cybersecurity and Finance Committee
Miss Ruza Sabanovic	Director, Member of Corporate	7/7	5	2	/
	Governance and Sustainability Committee,
	Member of the Risk, Cybersecurity and
	Finance Committee, and Member of the
	Executive Committee
Mr. Ole Bjoern Sjulstad	Director, Member of the Nomination and	4/4	2	2	(2)
(Appointed as Director on 27 July 2023)	Remuneration Committee, Member of the
	Corporate Governance and Sustainability
	Committee, and Member of the Risk,
	Cybersecurity and Finance Committee
Mr. Lars Erik Tellmann	Director, Member of the Nomination and	3/3	3	-	/
(Resigned on 27 July 2023)	Remuneration Committee, Member of the
	Corporate Governance and Sustainability
	Committee, and Member of the Risk,
	Cybersecurity and Finance Committee
Mr. Natwut Amornvivat	Director,	1/1	1	-	(2)
(Appointed as Director	Member of the Corporate Governance and
on 14 December 2023)	Sustainability Committee, and Member of
	the Executive Committee
Dr. Teerapon Tanomsakyut	Director,	6/6	5	1	/
(Resigned on 14 December 2023)	Member of the Corporate Governance
	Committee, and Member of the Executive
	Committee

Remarks : * The Annual General Meeting of the Shareholders for the Year 2023

• Attendance of the Meeting

1. On a mission
2. Appointed after AGM

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