Page 76 - ACC One Report 2567-En

Opinion of the audit committee on the above related transactions, the audit committee's meeting considered that it was a reasonable transaction. The audit committee meeting no. 1/2025 held on February 28, 2025 resolved to approve such related transaction.
Necessity and reasonableness of the transaction
All connected transactions, the company considers approving the transaction according to the procedures that the company has prepared in all respects. Therefore, it is reasonable and normal business transaction.
Measures and procedures for approval of related party transactions
The company has set a policy and procedures for approval and execution of connected transactions and transactions that may have conflicts of interest as follows;
• In the event that the company enters into any contract or has any transactions with subsidiaries, associated companies, related companies and/or third parties, the company will consider the necessity and appropriateness of the contract by taking into account the interests of the company as a whole. And the price is calculated according to the same conditions as general customers according to the fair market price. The price and conditions are the same as transactions with third parties. And if there is no such price the company will consider comparing prices of products or services with third parties under the same or similar conditions or may use the report of an independent appraiser which was hired by the company to compare prices for important related party transactions to ensure that such prices are reasonable and for the best interest of the company.
• Conducting transactions that are considered a connected transaction according to the regulations of the SET, the regulations of the SET and the Securities and Exchange Commission (SEC) must be followed correctly and completely. Including being audited by the audit committee in case it needs to be considered by the board of directors.
• Providing financial assistance to subsidiaries and associated companies such as working capital in the form of loans, collateral lending with caution for the best interest of the group. Compensation is charged between them, such as interest or guarantee fees at market prices on the date of the transaction.
• In the case of approval of related party transactions that have commercial agreements in the same manner that a reasonable person would do with general counterparties in the same situation with trade bargaining power without the influence of their status as a director executives or related persons by the management or the executive committee as authorized by the board of directors, The management must summarize all connected transactions to the audit committee and the board of directors on a quarterly basis to ensure that the transactions are reasonable for the best interest of the company and follow the correct procedures.
• In the event that the connected transaction has a value that meets the criteria requiring approval from the shareholders. Major shareholders with interests can attend the meeting to be counted as a quorum, but has no right to vote. The basis for calculating the votes to approve the connected transaction is not counting the stakeholder's portion. According to such criteria, there was no problem with the quorum and votes.
• Directors or executives who have interests in any matter do not have the right to vote and are not allowed to attend the meeting or approve transactions on that matter.
• In addition, the connected transactions policy has been arranged, dated January 16, 2024.
Annual Report 2024 (Form 56-1 One Report)
Advanced Connection Corporation Public Company Limited
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