Related Party Transaction Policy

1. Purpose

     To ensure that related party transactions of the Company or its subsidiary with connected persons comply with the Securities and Exchange Act B.E. 2535 (1992), the Notification of the Capital Market Supervisory Board No. Tor.Jor.46/2568 Re: Rules on Connected Party Transactions, the Notification of the Registrar Re: Request for Approval on Sale or Provision of Immovable or Movable Property to or Purchase Property from Directors of Life Insurance Companies and Their Related Persons B.E. 2567 (2024), and the Notification of Insurance Commission Re: Life Insurance Companies’ Investment in Other Businesses B.E.2568 (2025), as well as any other applicable laws, regulations, announcements, orders, or guidelines.

2. Scope

     This policy applies to related party transactions of the Company and its subsidiary with connected persons. The Board of Directors, executives, and employees must study, understand, and strictly adhere to it as well as the Related Party Transaction Framework, and the Related Party Transaction Manual.

3. Effective Date

     This policy shall be effective from the date of approval by the Board of Directors.

4. Review Frequency and Revision

     This policy must be reviewed annually, or when a significant change arises.

     Any revisions or review of this policy are subject to approval by the Board of Directors. They must be considered and endorsed by the Audit Committee before being submitted to the Board of Directors for approval.

5. Responsible Function

     The Accounting and Finance Division (Company Secretary Section) is the responsible function of this policy.

6. Definition

     Any definitions related to related party transactions shall be in accordance with the definitions announced by the relevant regulating agencies, such as the Capital Market Supervisory Board, the Securities and Exchange Commission, the Stock Exchange of Thailand Board of Governors, and the Office of Insurance Commission.

7. General Principle

          7.1) This policy is designed to ensure that the Company's operations comply with the established objectives, laws, and regulations. Therefore, it is deemed appropriate to require the Board of Directors, executives, and employees to strictly adhere to it.

          7.2) To prevent conflicts of interest and protect the best interests of shareholders, the Company has established principles for related party transactions. These transactions must be reasonable, not different from transactions with external parties, and must be approved by the Board of Directors and/or shareholders, whereby related parties have no voting rights. In addition, information must be disclosed transparently and fairly, in compliance with the law.

8. Policy

           1) When considering related party transactions, the Company and its subsidiary will apply the price criteria and commercial agreements applicable to regular parties. Providing or accepting financial support must be grounded in rational necessity and fair agreements and conditions, always prioritizing the best interests of the Company.

           2) If no specific price criteria are available, the Company and its subsidiary will compare the prices of goods or services with external prices under identical or similar conditions.

           3) The Company and its subsidiary may utilize reports from an independent assessor, appointed by the Company, to compare prices during significant transactions, ensuring fair pricing and safeguarding the best interests of the Company’s group.

           4) The Company and its subsidiary do not have a policy of lending, granting vehicle hire-purchase agreements, or providing guarantees to directors, executives, and related persons, and do not have a policy of purchasing, endorsing, certifying, or accepting any avals issued or drawn by directors, executives, or related persons, except for loans secured by the Company's insurance policy.

           5) Directors, executives, or related persons may engage in transactions with the Company or its subsidiary, pending approval from the Annual General Meeting of Shareholders. However, exceptions are made for transactions resembling commercial agreements between a reasonable person and an ordinary contracting party, conducted under same circumstances and bargaining power without the influence of one’s position as a director, executive, or related person, as the case may be, whereby these transactions must be under formal terms approved by the Board of Directors or in alignment with the principles approved by the Board of Directors.

           6) If the Company and its subsidiary engage in inter-company transactions or related party transactions regulated by the Office of Insurance Commission, Capital Market Supervisory Board, Office of Securities and Exchange Commission, Stock Exchange of Thailand, and any other regulating agencies, such transactions must be carried out in strict adherence to the regulations imposed by those agencies.

           7) The Company and its subsidiary must disclose transactions that may result in conflicts of interest, related party transactions, or inter-company transactions, following the requirements imposed by the Office of Insurance Commission, Capital Market Supervisory Board, Office of Securities and Exchange Commission, and Securities Exchange of Thailand. These transactions shall be reported in the Form 56-1 One Report or other reporting forms, as the case may be. This also applies to transactions related to the Company in compliance with the accounting standard.

           8) Directors and executives of the Company and its subsidiary are required to report their interests and their related persons’ interests to the Company, following the criteria and procedure set by the Board of Directors. This reporting, aimed at tracking interests of the directors, executives, and related persons in the management of the Company or its subsidiary, must be made when the directors or executives first assume their position and every quarter, whereby a report must be made immediately when there are any changes. The Company Secretary is responsible for storing the information about those interests reported by directors or executives.

           9) Directors and executives of the Company and its subsidiary will not participate in consideration regarding matters in which they have a conflict of interest, and will not have the right to vote at the Board of Directors meetings to approve such related party transactions.

           10)The Internal Audit Department is designated by the Company to examine the management of conflict-of-interest risks arising from related party transactions using a risk-based approach. The examination results are then reported to both the management and the Audit Committee.