Authorized Directors Four directors are authorized to act on behalf of the company pursuant to the company’s certificate dated January 8, 2024: (1)Mr.Kris Imsang, (2)Ms.PiangpanorBoonklam, (3)Mr.Chansak Chuenchom, and (4) Mr. Prasong Intaranongphai. For the authorization to be legally binding, two of these four directors must co-sign and affix the IRPC corporate seal. Composition and Qualifications of the Board of Directors 1. The Board of Directors shall consist of a minimum of five but not more than 15 directors. 2. Independent directors shall account for at least one- third of all directors, and there shall be at least three independent directors on the Board. 3. Director shall not be older than 70 years of age 4. Directors and independent directors shall serve a 3-year term, after which they may be re-appointed in accordance with legal provisions, up to three consecutive terms, or a combined total of not more than nine years (without exceptions). 5. The following limitations shall apply to Board members who hold directorships in state enterprises and/or other companies listed on the Stock Exchange of Thailand: (1) To hold positions in up to three state enterprises and/or juristic persons whose shares are held by a state enterprise. (2) To hold positions in up to three companies listed on the Stock Exchange of Thailand. However, the combined total of directorships held under (1) and (2) shall not exceed five. 6. Directors shall be experts in their respective fields. Their combined expertise shall satisfy the requirements of IRPC. There shall be a minimum of three petroleum or petrochemical experts, one legal expert, and one accounting and finance expert. Their appointments shall be in accordance with IRPC’s nomination policy and criteria, which takes into consideration their education background, management experience in relevant fields, and their professional accomplishment recognized by businesses of comparable size as that of IRPC. 7. Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Public Limited Company Act, the Securities and Exchange Act, the Capital Market Advisory Board’s notifications, as well as rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, IRPC’s Articles of Association and corporate governance principles, and other applicable rules. They shall also be free of any questionable character traits that render them unfit for supervising IRPC’s business operations. 8. Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Cabinet Resolution dated January 24, 2011, Re: Appointment of high-ranking government officials or persons to serve as directors in state enterprises or juristic persons whose shares are held by state enterprises. 9. Directors shall possess positive character traits and personality conducive to corporate governance oversight that adds value to IRPC, such as professional integrity, ethical standard, independence, assertiveness, creativity, duty of care and duty of loyalty, dedication, and whose social standing is held in high regard. 10. In the case of former IRPC directors, their past performance, dedication, and valuable suggestions and recommendations that benefited the company shall also be considered. 224 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees IRPC Public Company Limited
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