Risk Management Committee

Risk Management Committee Charter (Revision No.9)

Table of Contents

1. Objective
2. Definition
3. Appointment
4. Qualifications
5. Duties and Responsibilities
6. Terms and Remuneration
7. Meetings
8. Reporting
9. Risk Management Function
10. Effective Date

1. Objective

PTT Exploration and Production Public Company Limited (PTTEP) is committed to continuously enhancing effective risk management to support the achievement of its vision, mission, objectives, and strategies for long-term sustainability as well as to comply with corporate governance standard for listed companies. PTTEP consequently appoints a Risk Management Committee responsible for oversight, policy setting, and fostering the integration of risk management into business operations for both management and employees.

2. Definition

In this Charter

1. “The Company” means PTT Exploration & Production Public Company Limited (PTTEP) and PTTEP’ s subsidiaries.
2. “Board” means the Board of Directors of PTTEP.
3. “Independent Director” means an Independent Director of PTTEP as stated in the Good Corporate Governance and Business Ethics Regulation of PTTEP.
4. “Risk Management Function” means the function that is appointed by the Chief Executive Officer to be responsible for Enterprise Risk Management in accordance with the Company’s Enterprise Risk Management Policy and Framework defined by the company.

3. Appointment

The Board appoints the Risk Management Committee which is composed of at least three PTTEP directors, with at least one Committee Member being an Independent Director.

One of the Committee Members shall be nominated to be the Chairman and the Head of the Risk Management Function is appointed as the Secretary of the Risk Management Committee.

4. Qualification

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 of the Board or Chief Executive Officer of PTTEP.
2. Be able to devote adequate time to perform the Risk Management Committee’s duties and responsibilities.
3. A Risk Management Committee member who is an Independent Director should possess independence qualifications as prescribed in the Good Corporate Governance and Business Ethics Regulation of PTTEP.

5. Duties and Responsibilities

The duties and responsibilities of the Risk Management Committee are as follows;

1. Define the Enterprise Risk Management Policy and Framework including providing guidance and recommendations to the Board and Management on key risks and mitigations.
2. Consider the Risk Appetite Statement and Corporate Level Risk Metrics & Limits prior to submission to the Board for approval as well as monitor the results regularly.
3. Govern and support the risk management implementation to ensure its effectiveness and efficiency at both the corporate and business unit levels (Enterprise-wide Risk Management) by considering risks in decision making, resource allocation, and the execution of business activities.
4. Consider strategic risks and key risks at the corporate level in core and strategic business areas by providing recommendations to manage the risks within acceptable level according to clause (2), as well as monitor and evaluate the mitigation strategies in response to the business environment.
5. Screen and provide opinions on any material transaction involving the company's investments or divestments prior to the Board's approval.
6. Consider the oil price risk management and financial risk management hedging objectives and guidelines prior to the Board's approval as well as monitor hedging performance regularly.
7. Foster risk management as an integral part of the corporate culture.
8. Support the Risk Management function in assessing key risks and advising on other potential risks that may impact the corporate level to ensure continuous and effective risk management in line with industry best practices. This includes the authority to directly assign tasks related to PTTEP's risk management to the Risk Management function.
9. Report key risks and results of risk management to the Board regularly and promptly alert all concerned of any significant risk management events.
10. Disclose the Committee’s performance in the Company’s Annual Report.
11. Review and update its own charter to ensure its appropriateness and effectiveness.
12. Perform other risk management related duties as may be assigned by the Board.

In order to perform these duties, the Risk Management Committee may seek independent opinions from any other professional counselors when it is deemed necessary and appropriate, including provision of training and development courses related to enhancing knowledge of company activities for the Committee Members. PTTEP is to be responsible for the expenses.

The Risk Management Committee is responsible directly to the Board according to the duties and responsibilities, while the responsibilities for all activities of PTTEP towards third person are still vested in the entire Board.

6. Term and Remuneration

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

In the case of any Committee Member vacating the office or becoming unavailable before the expiration of their term of service, the Board must appoint another Risk Management Committee Member who is fully qualified to replace the resigning member not later than 3 months as of the date of incomplete composition of the Risk Management Committee.

Upon the expiration of a term of service, if there is no appointment of a new Risk Management Committee Member, the resigning Member has to standby to perform the duty until the appointment of a new Risk Management Committee Member.

Any resigning Committee Members may be reappointed for another term.

Besides vacating office due to the expiration of a Member’s term of service, the Risk Management Committee Member shall resign once he/she does not possess the qualifications according to Article 4.

The Risk Management Committee will receive appropriate remuneration, approved by the Shareholders’ Meetings, for fulfilling their duties and responsibilities and PTTEP shall disclose such remuneration in its Annual Report.

7. Meeting

The Risk Management Committee shall meet at least four times a year.

The Risk Management Committee meetings shall have a quorum of not less than a half of the Committee Members. If the Chairman is absent, the attending Committee Members shall select one Committee Member to serve as Chairman of the meeting.

Each decision of the meeting is exercised by majority vote. Each Risk Management Committee Member has one vote. If the votes are equal, the Chairman will have an additional casting vote. The Secretary of the Risk Management Committee has no right to vote.

Any Risk Management 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 Risk Management Committee has the authority to invite the management, or any other concerned parties or other appropriate persons to participate or to provide additional explanation of the concerned subjects in the meeting.

8. Reporting

The Risk Management Committee must regularly report the results of the meeting or report on any other material matter to the Board.

9. Risk Management Function

The Risk Management Function shall support the Risk Management Committee as follows;

1. Support the Risk Management Committee by performing duties regarding the Risk Management Committee meetings; prepare complete and accurate minutes of meetings and report to all concerned parties any relevant meeting resolutions for their acknowledgment and implementation.
2. Regularly and promptly report Strategic Risks, Corporate Risks and significant Operational Risks together with mitigation strategies and progress of mitigation plans to reduce risks
3. Report key risks for investment decisions to the Risk Management Committee to enable them to fully consider significant investments.
4. Perform any other duties relevant to PTTEP risk management as may be assigned by the Risk Management Committee.

10. Effective Date

This Charter came into force on 22 November 2024.

The Risk Management Committee Report

PTT Exploration and Production Public Company Limited (PTTEP) is committed to continuously enhancing its risk management practices to ensure that the Company fulfills its vision, mission, goals, and strategies, while also creating long-term value for both the Company and its stakeholders. In 2024, PTTEP continued to be resilient in the face of challenges and risks across in multiple aspects, including the energy transition, severe and unpredictable climate change, natural disasters, disruptive technologies and innovations, escalating geopolitical tensions, fluctuations in oil prices and exchange rates, and evolving cyber threats.

The Board of Directors has appointed the Risk Management Committee to oversee the Company’s overall risk management in accordance with the established policies and the risk management framework. The Risk Management Committee comprised of four members, including two independent directors: Mr. Veerathai Santiprabhob, Mr. Wuttikorn Stithit, General Nithi Chungcharoen, and Mr. Wattanapong Kurovat.

In 2024, the Risk Management Committee convened 13 times, including a co-meeting with the Audit Committee. Three members attended all the meetings, while one member was absent once due to a prior commitment. The key meeting agenda items and the Committee’s performance can be summarized as follows:

1. Governed strategic risk management at both the corporate strategy and strategy execution levels focusing on three strategic pillars: Drive Value – enhancing the value of the petroleum exploration and production business, Decarbonize – reducing greenhouse gas emissions, and Diversify – growing new business sectors. This ensured that PTTEP could execute its strategies or resiliently adjust them in response to changing internal and external factors in a timely manner. Additionally, the Committee considered the 2025 Work Program and Budget as well as the five-year (2025-2029) investment plan.
2. Monitored risks, including geopolitical events associated with existing projects, and provided recommendations to mitigate the likelihood of potential risks and impacts. This included risk assessments and mitigation plans for the G1/61 Project to ensure natural gas delivery to meet contractual obligations, the Myanmar Project to maintain continuous operations, and the Southwest Vietnam Project for the final investment decision to enter the development phase, while considering both risks and potential economic returns.
3. Screened and provided opinions on the investment expansion in the petroleum exploration and production business, including stake acquisitions and exploration ventures in new areas that align with the investment strategy in key strategic regions, as well as divestments to manage the overall portfolio in alignment with strategic objectives. The Committee also advised on risks and potential opportunities, mitigations, and monitored those risks.
4. Screened and provided opinions on the investment expansion into new businesses and future energy technologies to support the energy transition, as well as advising on investment strategies, risks, and potential opportunities, such as conducting option analyses, forming joint ventures with expert companies to gain insights and expand business opportunities, and monitoring emerging technologies from leading countries to assess potential investment opportunities.
5. Considered the Risk Management Committee Charter, the Risk Governance Framework, the Risk Appetite Statement, Corporate-Level Risk Metrics and Limits, and the Enterprise Risk Management Policy, ensuring that they reflected the implementation of strategies and aligned with evolving business objectives, particularly in strategic risk management and promoting risk management as a core element of the corporate culture. The Committee also advised on enhancing risk management efficiency, such as quarterly monitoring of key assumptions for strategies and applying scenario planning concepts to manage risks in situations with multiple potential outcomes.
6. Attended co-meetings with the Audit Committee to monitor progress on any material transactions involving the Company's investment or divestment projects from 2023 to the present, in accordance with the best practices of the Securities and Exchange Commission (SEC). The Committee also exchanged insights on the 2025 annual audit plan, key recurring audit findings, and strategic risks.

In addition to the above, the Risk Management Committee has continuously overseen the Company's key risks to ensure that they remain within acceptable levels as defined by the Company. These include risks related to exploration and production operations, finance, cybersecurity, legal matters, the environment, and emerging risks. The Committee regularly reports the results of risk management to the PTTEP Board on a monthly basis, including prompt updates on key risks that impact the corporate level.

The Risk Management Committee has carried out its duties to the best of its ability, with careful consideration and independence, in overseeing PTTEP's risk management in line with the scope, authority, and responsibilities defined in the Risk Management Committee charter. As a result, PTTEP’s risk management has been effectively implemented, successfully achieving the Company’s objectives and goals, and ensuring maximum benefits for PTTEP, its shareholders, and stakeholders.

Veerathai Santiprabhob
(Mr. Veerathai Santiprabhob)
Chairman of the Risk Management Committee