Risk Management Committee

Risk Management Committee Charter (Revision No.10)

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 prior to the Board's approval and approve hedging guidelines 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 23 January 2026.

The Risk Management Committee Report

PTTEP is committed to continuously enhancing 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 2025, the Company continues to face challenges arising from various factors, including escalating geopolitical tensions, increased volatility in global oil prices, unpredictable climate change and more frequent natural disasters, emerging forms of cyber threats, and rapid advancements in disruptive technologies and innovations. These factors necessitate that PTTEP remain resilient and adaptable to respond effectively to such circumstances. In this regard, the Board of Directors has appointed the Risk Management Committee to oversee the Company’s overall risk management activities in accordance with the established policies and risk management framework.

In 2025, the Risk Management Committee convened a total of 15 meetings, including one joint meeting with the Audit Committee, all of which were attended by the members of the Risk Management Committee, as follows:

Remarks:

¹ Mr. Phongsthorn Thavisin was appointed as Chairman of the Risk Management Committee effective from March 31, 2025.

² Dr. Thongthit Chayakula was appointed as Member of the Risk Management Committee effective from March 31, 2025.

³ Dr. Vinit Visessuvanapoom was elected as a director effective from November 24, 2025, and appointed as Member of the Risk Management Committee effective from December 3, 2025.

⁴ Dr. Veerathai Santiprabhob concluded the directorship term at the 2025 Annual General Shareholders’ Meeting effective from March 31, 2025.

⁵ General Nithi Chungcharoen ceased to serve as a member of the Risk Management Committee effective from March 31, 2025.

⁶ Mr. Wuttikorn Stithit resigned from directorship effective from October 1, 2025.

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

1. Governed strategic risk management at both the corporate strategy and strategy execution levels, ensuring alignment with the Company’s three sustainability pillars: (1) High-Performance Organization (HPO), comprising three strategies – Drive Value (enhancing the value of the petroleum exploration and production business), Decarbonize (reducing greenhouse gas emissions), and Diversify (expanding new business sectors); (2) Governance, Risk Management, and Compliance (GRC); and (3) Sustainable Value Creation (SVC). This ensured that PTTEP could execute its strategies or to resiliently adjust them in response to changing internal and external factors in a timely manner, to achieve the Company’s sustainability objectives. Additionally, the Risk Management Committee considered the 2026 Work Program and Budget, the five-year (2026–2030) investment plan as well as loan facilities from financial institutions to ensure an appropriate balance, robust management approaches, and alignment with the Company’s strategic direction and policy.
2. Considered the final investment decisions (FID) for existing projects aligned with the Drive Value strategy including: Alegria Hassi Bir Rekaiz Project Phase 2 FID, aimed at increasing crude oil production, with Algeria being one of PTTEP’s strategic investment expansion countries, Myanmar M3 Project FID, and MTJDA B17-01 Project Phase 7 FID, to ensure the continuous supply of natural gas to Thailand and Malaysia. Risk assessments were conducted for all projects in parallel with evaluations of their commercial viability. In addition, the Risk Management Committee monitored the risks and progress of existing projects and provided appropriate risk management guidance to mitigate potential impacts and uncertainties, such as updates on the situation and progress in Myanmar, the Mozambique Area 1 Project.
3. Considered and provided opinions on the investment expansion in PTTEP’s key strategic areas under the Drive Value strategy. This included the additional acquisition of a stake in Sinphuhorm Project, investment in Block A-18 in the Malaysia–Thailand Joint Development Area (MTJDA), which is a natural gas and condensate production project supporting energy security for Thailand, and the investment in the Reggane II block in Algeria to support future growth. In addition, the Risk Management Committee endorsed the withdrawal or partial divestment from projects that are not aligned with the Company’s strategic direction, to ensure that the overall investment portfolio remains consistent with its long-term objectives. The Committee also provided comments on risk management guidance and value enhancement opportunities, along with recommendations on approaches for managing and continuously monitoring key risk issues.
4. Considered and provided opinions onthe investment expansion under the Decarbonize and Diversify strategies including the consideration of the final investment decision for the Arthit Carbon Capture and Storage (Arthit CCS) project. This project will play a vital role in strengthening Thailand’s readiness for the transition toward a low-carbon economy and in establishing a foundation for PTTEP’s long-term Net Zero business portfolio. The Risk Management Committee also reviewed emerging energy technologies to support the energy transition, offering comments on investment directions, key risks, and business opportunities that could be developed into new ventures for the Company.
5. Considered and provided opinions on procurement as assigned by the Board of Directors to ensure that the Company’s procurement processes are conducted prudently, transparently, and fairly for all counterparties, and deliver the greatest benefit to the Company.
6. Attended joint meetings with the Audit Committee to monitor progress on any material transactions involving the Company’s investment or divestment projects from October 2024 to September 2025, in accordance with the best practices of the Securities and Exchange Commission (SEC). The Committees also exchanged insights the procurement, the 2026 annual audit plan, the 2025 key audit findings, and strategic risks and the corporate risk profile.

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, oil prices, finance, cybersecurity, legal matters, environmental factors, and emerging risks. The Committee regularly reports the results of risk management to the Board of Directors on a monthly basis, including prompt updates on key risks that impact the Company at the corporate level.

The Risk Management Committee has performed its duties to the best of its ability, exercising due care while maintaining independence in overseeing PTTEP’s risk management, in accordance with the scope of authority and duties set forth in the Committee’s governing regulations and responsibilities defined in the Risk Management Committee Charter. As a result, the Company’s risk management has been conducted appropriately and effectively, achieving its objectives and goals, while delivering balanced and sustainable benefits to the Company, its shareholders, and all stakeholders.

Phongsthorn Thavisin
(Mr. Phongsthorn Thavisin)
Chairman of the Risk Management Committee