Corporate Governance and Sustainability Committee

Corporate Governance and Sustainability Committee Charter (Revision No.9)

Table of Contents

1. Objective
2. Definition
3. Appointment
4. Qualification
5. Duties and Responsibilities
6. Term and Remuneration
7. Meeting
8. Reporting
9. Effective Date

1. Objective

PTT Exploration and Production Public Company (PTTEP) is committed to conducting business with responsibility and resilience while continuously creating shared value to stakeholders through sustainability framework with committee to achieving Net Zero Greenhouse Gas Emissions by 2050. Our Sustainability Framework consists of 3 key aspects, namely High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC). As a result, the Corporate Governance and Sustainability Committee has been appointed to establish target, policy/statement and promote sustainability operations. Along with responsibility towards the community, society and the environment.

2. Definition

“The Company” means PTT Exploration & Production Public Company Limited (PTTEP) and PTTEP’s subsidiaries “Board” means the Board of Directors of PTTEP

3. Appointment

The Board appoints the Corporate Governance and Sustainability Committee which is composed of at least three PTTEP directors, a majority of whom must be independent directors.

The Board will appoint one Committee Member as a Chairman of the Corporate Governance and Sustainability Committee while a Head of Corporate Secretary will be appointed as Secretary of the Corporate Governance and Sustainability Committee.

4. Qualification and Forbidden Elements

A Committee Member must possess qualifications and not have any forbidden elements based on the following criteria;

1. Be a Director and not the Chairman or Chief Executive Officer of PTTEP
2. Be able to give adequate time for the Corporate Governance and Sustainability Committee’s performance.
3. Be a Corporate Governance and Sustainability Committee member who is an independent director should possess independence qualifications as defined in Good Corporate Governance of PTTEP.

5. Duties and Responsibilities

The duties and responsibilities of the Corporate Governance and Sustainability Committee are as follows:

1. To establish the Company’s sustainability target, policy/statement, road map covering the key aspects of High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC) including consider Sustainability’s work plan and budget which will be proposed to the Board for approval.
2. To advise, promote and ensure that the Company’s operation complies with the objective, the company’s sustainability policy/statement and achieves its target and matches with the practice of leading companies. To promote and assure that the Board, management, and all personnel follow and perform efficiently in line with the sustainability framework.
3. To review the Company’s sustainability target, policy/statement and road map in responding to changing of the business environment, along with the laws, the international best practices and the recommendations of leading institutions, taking into consideration shareholders’ proposals as well as responding to the shareholders.
4. To oversee, monitor and evaluate the Company’s performance related to sustainability to increase efficiency and balance while creating the most value to the Company and stakeholders. To regularly report the performance progress to the Board.
5. To establish the Company’s good corporate governance and business ethics policy which will be proposed to the Board for approval, recommend and ensure the implementation at every level and review annually the Policy in responding to the laws and the international best practices. To oversee the Company’s regular evaluation and report on the compliance of PTTEP’s good corporate governance and business ethics.
6. To oversee the disclosure of the information of the Company’s sustainability to stakeholders in the annual report and sustainability report.
7. To review this Charter regularly for its appropriateness and timeliness.
8. To disclose the Committee’s performance in the Company’s annual report.
9. To perform other duties as may be assigned by the Board.

In order to perform the duties according to this Article, the Corporate Governance and Sustainability Committee may seek opinions from any other independent professional counselor or appoint the working committee when it is deemed necessary and appropriate. The training and capability development of the Committee Members for the knowledge related to the Company’s activities shall be the responsibility of the Company.

The Corporate Governance and Sustainability Committee is responsible directly to the Board according to the duties and responsibilities, while the responsibilities for all activities of PTTEP towards third persons are still vested in the entire Board.

6. Term and Remuneration

The term of service of the Committee Member is equivalent to the director of the Board.

In case any Committee Member vacates from Office or is unavailable before the expiration of his term of service, the Board shall appoint replacement director(s) to be Corporate Governance and Sustainability Committee Members not later than 3 months from the date of incomplete composition of the Corporate Governance and Sustainability Committee.

Upon the expiration of the term of service, if there is no appointment of a new Corporate Governance and Sustainability Committee Member, the expiring Committee Member shall continue to perform the duty until the arrival of a new Corporate Governance and Sustainability Committee Member.

The expiring Committee Member(s) may be re-appointed for another term.

Besides vacating from the office by expiration of term of service, the Corporate Governance and Sustainability Committee Member has to resign once he/she no longer possesses the qualifications or has forbidden elements according to Article above.

The Corporate Governance and Sustainability Committee will receive an appropriate remuneration approved by the Shareholders’ Meeting for his duties and responsibilities and PTTEP has to disclose that remuneration in its annual report.

7. Meeting

The Corporate Governance and Sustainability Committee’s meeting shall be held at least four times a year.

The Corporate Governance and Sustainability Committee’s Meeting shall have a quorum of not less than a half of the Committee Members. If the Chairman is absent, the attending Committee Members have to choose one Committee Member as Chairman of the Meeting.

Each decision of the Meeting is exercised by majority vote. Each Corporate Governance and Sustainability Committee Member has one vote. If the votes are equal, the Chairman will have an additional casting vote. The Secretary of the Corporate Governance and Sustainability Committee has no right to vote.

Any Corporate Governance and Sustainability Committee Member who has any personal interest or any conflict of interest in a matter being considered must inform the Meeting and abstain from expressing an opinion and voting on the issue and leave the Meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member to stay in the Meeting room to provide information on the issue so that the Committee can deliberate on the issue thoroughly. However, such Committee member is not allowed to vote or make a decision on the issue.

The Corporate Governance and Sustainability Committee has the authority to invite the management, or any other concerned parties or other appropriate persons to participate or to explain the concerned subjects in the Meeting.

8. Reporting

The Corporate Governance and Sustainability Committee must regularly report to the Board the result of the Meeting or other necessary reports.

9. Effective Date

This Charter has come into force since May 3, 2023.

The Corporate Governance and Sustainability Committee Report

PTTEP emphasizes operating its business sustainably, by adhering to good governance principles and operating with business ethics, to create sustainable value for all stakeholder, while ensuring that the Company’s growth is driven in parallel with the development of relevant communities, society, and the environment. Also, PTTEP places strong importance on operating with due consideration of Thailand’s goals and global trends in addressing climate change, and aligning operations with the energy transition to ensure long-term energy security.

PTTEP Board of Directors has appointed the Corporate Governance and Sustainability Committee to establish the Company’s sustainability targets, policy, and roadmap, which cover governance, risk management, and compliance (GRC) principles, to drive sustainable business operations and growth.

In 2025, the Committee convened five times, at which all directors attended the meetings as detailed below:

Remarks:

¹ General Nithi Chungcharoen was elected as Chairman of the Corporate Governance and Sustainability Committee effective from December 3, 2025.

² Mr. Phongsthorn Thavisin was elected as Chairman of the Corporate Governance and Sustainability Committee for the period from April 1, 2024 to March 31, 2025, ceased to serve as a member of the Corporate Governance and Sustainability Committee effective from December 3, 2025, and reappointed as member of the Corporate Governance and Sustainability Committee effective from December 19, 2025.

³ Police General Manoo Mekmok was elected as a director effective from November 24, 2025, and was appointed as member of the Corporate Governance and Sustainability Committee effective from December 3, 2025.

⁴ Mrs. Nivadee Jaroensitipun was elected as a director effective from November 24, 2025, and was appointed as member of the Corporate Governance and Sustainability Committee effective from December 3, 2025.

⁵ Dr. Ekniti Nitithanprapas resigned from the directorship effective from September 16, 2025.

The agenda items and outcomes of the Committee’s undertakings can be summarized as follows:

1. Reviewed long-term sustainability targets, including a review of the action plans to ensure alignment with operational activities that may change in response to evolving situations and relevant external contexts, taking into consideration impacts on production costs and budgets. This is to ensure that the Company’s operations remain resilient and capable of achieving the established sustainability objectives.
2. Reviewed the greenhouse gas emissions reduction strategy in line with EP Net Zero approach, covering the review of operational plans to achieve the short-term greenhouse gas emissions reduction targets by 2030.
3. Continuously promoted the application of Good Corporate Governance and Business Ethics of the PTTEP Group (CG&BE) to employees across all PTTEP operational areas and to stakeholders through various methodologies to enhance understanding and awareness of CG&BE, such as:

• Arranged workshops for employees to review their understanding and enable practical application in their work
• Communicated to raise employee awareness of the importance of conflicts of interest, as well as the requirement for self-declaration of conflicts of interest at least once per year
• Held the PTTEP Anti-Fraud and Anti-Corruption Day 2025, under the theme “Together Against Fraud and Corruption,” to demonstrate tone at the top, and to highlight the Company’s stance against all forms of fraud and corruption
• Encouraged PTTEP employees to participate in PTT Group CG Day 2025
• Supported vendors and contractors in making a declaration and joining the Thai Private Sector Collective Action against Corruption (CAC)
• Invited vendors and contractors to participate in the online training on anti-corruption and communication of the No Gift Policy
• Promoted PTTEP’s participation in assessment programs related to good governance to enhance the Company’s standards on good corporate governance

Moreover, the Committee also oversighted and monitored whistleblowing management through quarterly reports, with complaints submitted through channels in accordance with PTTEP Group’s Whistleblowing Regulations and Human Resources Management Policy, which are reported on a quarterly basis.

4. Considered, monitored, and provided advice on PTTEP’s implementation of sustainability operational plans, which can be divided into the following:
   1. 4.1
      Considered the 2026 work plan and budget on sustainability and provided recommendations to ensure appropriate implementation in alignment with the defined long-term sustainability goals, which cover environmental, social, and governance (ESG) dimensions. Decarbonization activities are particularly emphasized, including the corporate-level greenhouse gas emission reduction plan, methane management plan, and greenhouse gas emission offsetting plan. This is to ensure alignment with Thailand’s climate change policies, greenhouse gas reduction targets, and action plans, while also encouraging monitoring of relevant government policies, such as the draft Climate Change Act and government governance of carbon credits, so that PTTEP’s operational plans are aligned with and beneficial to national-level policies.
   2. 4.2
      Monitored the performance progress of sustainability management and greenhouse gas emissions reduction management against quarterly plans and annual targets, as well as the progress of key projects related to sustainability operations, such as projects on GRC, Circular Model for E&P, corporate social responsibility (CSR), and Ocean for Life.
   3. 4.3
      Monitored the progress and effectiveness on sustainability-related communication plans for the years 2024 and 2025, with the focus on alignment with the Company’s sustainability framework as well as PTTEP 40^th Anniversary agenda. This was to ensure clear and tangible outcomes, reflect the Company’s commitment to sustainable business operations, and promote integrated communication in conjunction with CSR initiatives through broader public awareness. In addition, the Committee provided recommendations on the linkage between the 2026 corporate communication strategy with the strengths from PTTEP’s sustainability practices.
   4. 4.4
      Monitored the performance of CSR projects in 2024 and the implementation plans for 2025, while promoting alignment of project execution with the Company’s sustainability strategy. In 2025, the CSR project strategy was reviewed and refined into three focus areas, namely (1) Ocean for Life, emphasizing initiatives under the marine conservation strategy; (2) Well-Being for Life, focusing on enhancing the quality of life of communities and society in both domestic and international operational areas; and (3) Climate for Life, focusing on mitigating climate change impacts and supporting climate change adaptation. These initiatives are also aligned with the United Nations Sustainable Development Goal (UN SDG) 13: Climate Action.
5. Reviewed the framework for disclosure on good corporate governance and sustainability performance in alignment with PTTEP’s sustainability material topics under the 56-1 One Report 2025.
6. Monitored the assessment results on sustainability indices, identified approaches to improve performance under environmental, social, and governance (ESG) aspects, while providing guidance for continuous sustainability development to manage future risks and to foster confidence among investors and stakeholders.

Throughout the year, the Committee has performed its assigned duties with prudence, competence, and independence to strengthen PTTEP’s corporate governance, business ethics, and sustainability development for the optimal benefit of the organization, shareholders, and stakeholders. The Committee also informed the Board of Directors of the performance report on a quarterly basis.

General Nithi Chungcharoen
(Nithi Chungcharoen)
Chairman of the Corporate Governance and Sustainability Committee