Measure and Procedure for Approval of Connected Transactions The Company’s Articles of Association state that a Director can acquire or dispose of GC assets or perform any business transaction involving GC either by himself/herself or on behalf of others only with the approval from the Audit Committee and the Board of Directors. However, any Director who personally gains from any acquisition or disposal of GC asset or any transaction of GC is not allowed to vote on that matter. After receiving approval from the Audit Committee and the Board of Directors, GC or subsidiaries must perform any connected transactions or acquire or dispose of major assets in line with the announcement of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) concerning connected transactions of listed companies as well as the buying and selling of registered company assets. Necessity and Justification of Connected Transactions The sales of products by GC to connected companies have been carried out mainly so that they may process its products into their own products for sale at prices corresponding to agreements or spot prices. Prices must prove mutually beneficial and be based on market prices without any undue transfer of interests or extraordinary items to both parties. Making services transaction to connected companies, has to be beneficial to transportation or product storage of connected companies. The charges for services are both market-based and benefit-based without any undue transfer of interests or extraordinary items. For the product and feedstock supply and/or services as well as the volume of products, feedstock or services given by connected companies must meet the needs and business operation of GC. Prices of products trading or services are as agreed upon by GC and connected companies which generate commercial benefits to GC and connected companies without any undue transfer of interest or extraordinary items. In addition, GC is required to purchase feedstock from connected companies because the capacity and quality of such feedstock meet its needs. GC also saves on transportation expenses since the feedstock can be transferred safely by GC’s pipeline systems from their plants in Map Ta Phut Industrial Estate, Rayong. Opinion of Independent Directors The Independent Directors agreed with the Board of Directors. Policy and Trend on Future Connected Transactions Future connected transactions between GC and connected companies will be conducted as part of the normal course of business with no special favors and no transfer of benefits. The pricing policy between GC and connected companies or persons will be set in normal terms as set for non-related companies or persons. The price of products or feedstock purchased by connected companies or persons will be set in agreement and or linked to market prices. In addition, service charges paid to connected companies will also be at arm’s length. The price of products sold between GC and connected companies or persons will, as a rule, be linked to market prices. Disclosure of the Company’s connected transactions must be in compliance with the rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The audit standards for connected parties will be as specified by the Federation of Accounting Professions under The Royal Patronage of His Majesty the King. 239 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2023
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