Sub Committee

2. Report of the Executive Committee for the year 2025

The Executive Committee of Sammakorn Public Company Limited, appointed by a resolution of the Board of Directors, is responsible for overseeing, managing, and supervising the Company’s operations to ensure that they are carried out in accordance with the approved business plans and the Company’s policies. The Executive Committee also performs its duties in compliance with the Executive Committee Charter and all applicable laws and regulations. At present, the Executive Committee consists of six (6) members, as follows:

In 2025, the Executive Committee convened a total of twelve (12) meetings to carefully consider significant matters of the Company. The outcomes of such meetings, together with proposed solutions and recommendations, were duly and regularly reported to the Board of Directors for acknowledgment and/or approval. The key matters may be summarized as follows:

1. Consideration and monitoring the performance of the Company and its subsidiaries

   The Executive Committee regularly reviewed and monitored the operating performance of the Company and its subsidiaries on a monthly basis. During the year, the economic slowdown, together with stricter lending policies imposed by financial institutions—particularly in the residential property market, which represents the Company’s primary customer segment—resulted in sales and transfer figures falling short of the set targets.

   In response, the Executive Committee adjusted the Company’s business plans to align with the prevailing circumstances. Such measures included revising construction plans, closely monitoring and managing inventory, postponing the launch of new projects, optimizing workforce levels at both the head office and project sites in line with decreased sales, and securing standby credit facilities to ensure sufficient liquidity for business operations and debt repayment, among others.

   In addition, the Executive Committee acknowledged the operational challenges and obstacles faced by the Company and provided recommendations for problem-solving and strategic adjustments. The Committee also closely monitored the progress of various project developments to ensure that operations remained aligned with the established targets.

   In 2025, the Company’s property development business launched two residential projects, namely Providence Lane Kaset-Nawamin, which was launched in July 2025, and Providence Lane Lasalle, which was launched in December 2025.

   Meanwhile, the rental property business continued to demonstrate positive growth momentum. The Company plans to continuously seek and develop new rental spaces to expand its business in the future. As part of this strategy, certain plots of land currently held by the Company and pending development will also be studied for potential use.

2. Consideration and approval of the annual work plan and budget

   The Executive Committee monthly considered and approved the preparation of work plans. It also reviewed the land purchase plan, project development, marketing, sales, and ownership transfer of the real estate development business for rental space. The Committee examined rental rates, assessed the expansion of new rental areas to increase income, including food and beverage businesses. In addition, the Board of Directors has approved the annual budget and has overseen the utilization of funds in accordance with the established plans. The Board also reviewed various legal transactions, financial transactions, project loans, and other loans utilized by the company, in accordance with the approval authority.

3. Consideration and scrutiny of the management structure, regulations, and rules that serve as the standards for the company's general operations, as well as organizational arrangement, and the number and employment rate of employees

   The Executive Committee thoroughly examined the management structure, organizational setup, as well as the number and employment rate of employees within the Company and all its subsidiaries. This comprehensive review aimed to ensure efficient operations and alignment with future business strategies and plans. Subsequently, it was presented at the Board of Directors' meeting for further consideration and approval.

4. Consideration of transactions with connected persons and the acquisition or disposals of assets

   The Executive Committee carefully reviewed transactions involving connected persons and the acquisition or disposal of assets, demonstrating thoroughness, caution, and reasonableness in assessing the associated conditions. Directors with vested interests refrained from participating in the decision-making process until presenting the matter to the Audit Committee and the Board of Directors for consideration and approval.

   In 2025, the Executive Committee continued to fulfill their duties as assigned by the Board of Directors, applying their knowledge and competencies while considering the maximum benefits for the Company, all shareholders, and stakeholders.

5. Review of the Executive Committee Charter

   Review of the Executive Committee Charter to ensure that the guidelines for performing duties remain appropriate and aligned with the current circumstances.

In 2025, the Executive Committee remained committed to managing the business to achieve the organization’s vision, mission, and strategic objectives under the principles of good corporate governance, upholding transparency, accountability, and fairness, alongside conducting business with social and environmental responsibility, as well as continuously supporting anti-fraud and anti-corruption efforts.

Furthermore, the Executive Committee performed its duties with due care, integrity, and prudence, while striving to develop the business to its fullest potential, taking into account the best interests of the Company, its shareholders, and all stakeholders.

3. Report of the Risk Management Committee for the year 2025

The Risk Management Committee of Sammakorn Public Company Limited has been approved and appointed by the resolution of the Board of Directors' meeting. Currently, there are three members, as listed below:

1. Mr. Tawatchai Chongdarakul Chairman of the Risk Management Committee
2. Mr. Anuthip Krairiksh Member of the Risk Management Committee
3. Ms. Koonthala Sasasmit Member of the Risk Management Committee

All three members of the Risk Management Committee are independent directors. They performed their duties within the scope of responsibilities as stipulated in the Risk Management Committee Charter, exercising their knowledge, expertise, and experience with due care. The Committee also provided recommendations on various matters to ensure the utmost benefit to all stakeholder groups.

In 2025, the Risk Management Committee convened a total of four (4) meetings. Mr. Tawatchai Chongdarakul and Ms.Koonthala Sasasmit attended all four meetings, while Mr. Anuthip Krairiksh attended

Key points can be summarized as follows :

1. In 2025, refresher training on risk management was organized for executives, employees, and relevant personnel to enhance their understanding of enterprise-wide risk management. The objective was to ensure awareness of potential risks arising from operations in alignment with the Company’s current circumstances, as well as to manage such risks at an acceptable level so that they would not adversely affect the achievement of the Company’s objectives.The Risk Management Committee also approved the Company’s enterprise risk management framework, including a review and update of the Top Risks, with regular monitoring in place. In addition, the Committee established a policy requiring the Company to identify and prepare departmental-level risk assessments across the organization.
2. To consider and approve the Company’s risk management plans in various areas, including corresponding mitigation measures, on a quarterly basis throughout 2025.
3. To consider and approve the identification of the Company's major risks, serving as a tool to monitor and control the Company’s risks.
4. To establish a risk assessment and early warning system.
5. To oversee all functions involved in regularly managing identified risks.
6. To ensure compliance with relevant laws and charters.
7. To consider complaints from stakeholders, provide suggestions and preventive measures, and follow up on the results of corrective actions.

The Risk Management Committee reported the summary of each meeting to the Board of Directors for acknowledgment on every occasion.

In 2025, the Risk Management Committee evaluated its performance on a group basis, covering four areas as follows:

1. Structure and qualifications of committee
2. Meeting, roles and duties of the Risk Management Committee
3. Responsibilities of the Risk Management Committee
4. Report of the Risk Management Committee

In the evaluation results, the Risk Management Committee obtained a score of 3.99 out of a full score of 4.00, which is equivalent to 99.75 percent.

4. Report of the Nomination and Remuneration Committee for the year 2025

The Nomination and Remuneration Committee of Sammakorn Public Company Limited has been approved and appointed by the resolution of the Board of Directors' meeting. Currently, there are three members, as listed below:

1. Mr. Thawatchai Chongdarakul Chairman of the Nomination and Remuneration Committee
2. Mr. Anuthip Krairiksh Member of the Nomination and Remuneration Committee
3. Ms. Koonthala Sasasmit Member of the Nomination and Remuneration Committee

All three are independent directors. In 2025, the Nomination and Remuneration Committee held one meeting, and all members attended. And Mr.Napon Janetumnugul, Chief Executive Officer, serves as the Secretary of the Nomination and Remuneration Committee.

In accordance with the Charter, the Nomination and Remuneration Committee is responsible for evaluating individuals to serve as directors of the Company, implementing a successor plan, determining the structure of remuneration, and other benefits for directors and Chief Executive Officer to enhance the performance of the Nomination and Remuneration Committee's duties. The Charter also stipulates that the Nomination and Remuneration Committee must conduct an annual performance evaluation.

In 2025, the Nomination and Remuneration Committee performed their duties as follows:

1. Consideration of individuals proposed for the positions of directors of the Company

   In 2025, the Nomination and Remuneration Committee operated in accordance with the recruitment criteria, selection, and nomination process as outlined in the Charter.

   Considering the names of individuals who may be appointed as directors, for example, by providing shareholders with the opportunity to propose names from 5 September to 6 December 2024, it appears that shareholders did not nominate any individuals to be members of the Company's Board of Directors.

   As a result of the director nominations in 2025, three individuals were appointed: Ms.Koonthala Sasasmit Mr.Bibit Bijaisoradat and Mr.Tawat Ungsuprasert. Their reappointment was based on their demonstrated performance, qualifications in terms of knowledge, competency, reputation, and experience. Expertise relevant to the Company’s core business or industry, taking into consideration the best interests of the Company.

2. Self-evaluation of the Nomination and Remuneration Committee

   In 2025, the Nomination and Remuneration Committee conducted a performance evaluation on a group basis, addressing four key topics: the structure and qualifications of committee members, the proceedings of committee meetings, the roles, duties, and responsibilities of the committee, and the report submitted by the Nomination and Remuneration Committee.

   The performance evaluation result of the Nomination Committee was 3.97 out of a full score of 4.00, or equivalent to 99.25 percent. Full scores were achieved in all criteria except for “Meetings of the Nomination and Remuneration Committee” and “Roles, Duties, and Responsibilities of the Nomination and Remuneration Committee,” which received scores of 3.94 and 3.97, respectively.

3. Consideration for the remuneration of the Board of Directors and sub-committees

   The Nomination and Remuneration Committee considered the remuneration of the Board of Directors and sub-committees, taking into account individual roles, duties, and responsibilities of directors, individual performance, and the Company’s operational performance. This evaluation also included a comparison of director remuneration among companies in the same or similar business with a similar size among 66 companies operating in the same or similar industries, with revenue levels between Baht 1,001–5,000 million, based on the Directors’ Remuneration Survey Report 2024 issued by the Thai Institute of Directors, for submission to the Board of Directors and the Annual General Meeting of Shareholders for consideration and approval.

   The Company adopts three forms of directors’ remuneration, namely monthly remuneration, meeting allowances, and special remuneration. Accordingly, the proposed remuneration is as follows:

   • • Monetary Remuneration
     The Nomination and Remuneration Committee meticulously considered the scope of duties and responsibilities of the Board of Directors and sub-committees, with detailed information available in the Corporate Governance section of the Annual Report. Furthermore, the Committee factored in the overall economic conditions and conducted a comparative analysis of the Board of Directors' remuneration with that of companies in the same and different categories but of similar sizes. Consequently, it is deemed appropriate to propose to shareholders that the remunerations for the Board of Directors and sub-committees for 2025 remain unchanged from those in 2024. And to suspend the payment of special remuneration to the Company’s directors for the 2024 operating results, with no other benefits provided.
   • • Non-monetary Remuneration
     -None-
   • • This remuneration has been approved by the shareholder meeting held on 22 April 2026, during the Annual General Meeting (AGM).
4. Consideration of Chief Executive Officer

   The Nomination and Remuneration Committee considered the remuneration of the Chief Executive Officer by taking into account his roles and responsibilities, performance against the approved targets, as well as the Company’s operating results. The remuneration package for the Chief Executive Officer, comprising salary and bonus, was determined in alignment with his performance.

5. Review of the Nomination and Remuneration Committee Charter

   Review of the Nomination and Remuneration Committee Charter to ensure that the guidelines for performing duties remain appropriate and aligned with the current circumstances.