Whistle Blowing Policy

The Board of Directors of TOA Paint (Thailand) Public Company Limited and its subsidiaries (“the Group”) are committed to ensuring that the Group and its management comply with applicable laws, principles of good corporate governance, and ethical standards. In the event of any inappropriate behavior, there must be an investigation, review, and appropriate action taken to protect the Group’s reputation and interests, as well as those of its stakeholders.

The Whistleblowing Policy has been established as a guideline for the Group’s employees and external parties to submit complaints or report misconduct or corruption, with measures in place to protect and ensure fairness to the complainant. The complainant will not be subject to discrimination, retaliation, or harassment. Reports can be made through confidential channels, enabling employees and external individuals who witness or are concerned about misconduct, irregular behavior, or rights violations within the Group - or who wish to propose suggestions to the Group - to do so with greater confidence and convenience.

1. Scope of Complaint and Whistleblowing

There are many kinds of wrongdoings including but not limited to the following actions:

• Criminal offenses or incitement to commit offenses, including fraud, embezzlement, theft, etc.
• Any risky/unlawful actions, including corruption, bribery (giving or receiving), extortion, and other
• forms of corruption.
• Ignorance of one’s duty or laws or corporate governance principles
• Any acts, behaviors, or ignorance of any compliance in relation to finances, reports, records, and guidelines and/or financial reports or internal control implying unethical practices or noncompliance with the generally accepted standards
• Any incidents that harm the health or safety of an individual
• Any damages that occur to the environment
• Serious misconduct or clearly violate code of conducts.
• Willful or deliberate behavior to harm or disadvantage the corporate group or the corporate group’s reputation
• In the event that an inevitable charge or severe damage to the corporate group is not able to be solved or carried out in line with the rational procedures
• Intentional concealment of any wrongdoings.

2. Whistleblowing or Complaint Channels

If one comes across a violation of the laws, regulations, corporate governance principles, code of conduct, policies or regulations of the corporate group, as well as suspected corrupt practices by directors, executives, or employees of the corporate group, one can file a complaint through designated channels. An employee coming across such acts should ask or consult with his or her superior first. If unsure or uneasy to do so, he or she can use the following designated channels:

➢ Channel 1: via e-mail to one of the following committees: 

➢ Channel 2: by post addressing to the Audit Committee (Internal Audit Division):

TOA Paint (Thailand) Public Company Limited 31/2 Moo 3, Bangna-Trad Road, Bang Sao Thong, Samut Prakarn 10570, Thailand

➢ Channel 3: via the Company’s website at www.toagroup.com or https://investor.toagroup.com/en/whistle-blowing 
 

3. Complaint and Whistle Blowing Process

Designated persons as specified in Item 2, or in cases where complaints or tips are submitted through other channels—such as the Call Center, written letters, direct reports to individuals (e.g., executives, supervisors, or employees), or via email, etc.—must have the complaint or corruption-related tip forwarded to the Internal Audit Division. This is to ensure that the Internal Audit Division is responsible for registering and coordinating the collection of information related to the complaint or tip, in order to assess the adequacy of the preliminary information.

In cases where the complainant wishes to remain anonymous, they must provide sufficient details of the complaint or attach adequate evidence so that the company can proceed with a factual investigation if the complaint is deemed credible.

After that, the Internal Audit Division will take into consideration as appropriate or forward the matter to the related head of the division/ department within 3 working days to take action to duly investigate to ensure solid proof. The internal Audit Division will further take the responsibility for tracking the progress periodically to ensure that actions have been properly taken. The guidelines are as follows:

1. Violationsof laws, state regulations, policies, and disciplines relating to human resources should be forwarded to the Head of the Human Resources Division.
2. Violations of the corporate group’s policies, corporate governance principles, code of conduct, and regulations should be forwarded to the Company Secretary.
3. Any acts, behaviors, or negligence related to financial matters, reporting, record -keeping, guidelines, and/or financial statements or internal controls that suggest unethical conduct or noncompliance with generally accepted standards should be reported to the Head of the Finance and Accounting Division.
4. Dubious acts intended for unlawful gain—whether for oneself or others, including embezzlement, corruption, fraud, or similar misconduct, should be reported to the head of the relevant division or department.

In cases where the complaint is complex, involves multiple departments, has significant financial implications, or raises concerns regarding independence, the matter shall be forwarded to the Chief Executive Officer for consideration in appointing an Investigation Committee. The committee shall include at least 3 executives or representatives from the following departments:

1. Human Resources
2. Operations
3. Legal
4. Finance and Accounting
5. Corporate Secretary
6. Internal Audit
7. Subject matter expert executives

In the event that the supervisor of the individual being complained against is directly or indirectly involved, that supervisor shall not participate in the Investigation Committee. However, the supervisor is still required to cooperate with and support the fact-finding process as requested by the committee or the unit responsible.

The Internal Audit Division is to record the whistle-blowing matter or complaint on the logbook, follow up on the progress periodically, and report to the Audit Committee and the Board of Directors for acknowledgment and further receiving recommendations and setting up guidance.

4. Investigation Period

The investigation will be undertaken carefully but quickly as possible in line with the nature and severity of the allegation/complaint without affecting the quality and efficiency of the investigation. The initial stages of the investigation will seek a conclusion of the inquiry within 14 working days from the date that the matter is forwarded to the management or related head of division/department with a signature for acknowledgment or from the date of appointment of the Investigation Committee as per stated in No.3.

5. Investigation Procedures

The investigation of misconduct or fraud should be conducted with fairness and without prejudice. The investigation should get to know the facts, prove the complaint about the alleged misconduct or fraud, and maintain the interests and reputation of both the company and the accused.

The management/head of the related division/department or the Investigation Committee as mentioned above has the responsibility to evaluate and verify primary information received with the relevant units. In order to verify the information, the responsible parties are able to examine and review the information, e-mail, document data, and ask for other relevant information from the person who raised such concern. The summary report is to be prepared within 30 working days from receipt thereof.

When examining the concern and finding the information that does indicate misconduct, fraud, or corruption, the related management or head of division/department or the Investigation Committee proposes such information to a top executive or an authorized person in order to consider disciplinary action or punishment according to the corporate group’s regulations. The investigation results must be submitted to the Internal Audit Division within 7 working days from the date disciplinary action is taken, for documentation and subsequent reporting to the Audit Committee and the Board of Directors. In the event that financial damage has occurred, the matter shall be reported to the Executive Committee for acknowledgment.

6. Preventive measures to avoid future recurrences

The relevant executives or division heads in collaboration with the Internal Audit Division are responsible for designating procedures, practices, measures, or action plans, as well as ensuring the internal control sufficiency in order to avoid future recurrences.

7. False Reporting and Punishment

A person who, either intentionally or negligently, fails to comply with this policy, commits an act of harassment, threatens, or imposes disciplinary punishment, or inflicts unfair treatment upon a complainant or any person involved in the reporting, including the case of false reporting or accusation, is considered to have committed a disciplinary offense. The Company shall consider imposing punishment on such person in accordance with the Company’s rules and regulations. Any provision of false information that discredits or defames the Company or other persons, that person shall be subject to legal actions thereafter.

8. Confidentiality and Protection of Whistleblowers

This policy is designed to build confidence for whistleblowers that their complaints will be treated seriously and there will not be any intimidation as a result of raising genuine concerns in good faith. However, the employees or whistleblowers should exercise due care to ensure the accuracy of the information disclosed before filing a complaint.

Complainants or whistleblowers can provide information without exposing their identity, and the corporate group also keeps their identity confidential during the investigation process. An identity of a whistleblower, report-related information, and the conduct of an investigation shall be kept confidential by all participants involved. However, under some circumstances, the participants may disclose the information if the disclosure is required by law or by the proceedings in accordance with the corporate g roup's rules. Disciplinary action and/or legal action may be taken against any person found to have intentionally disclosedconfidential information.

Moreover, the corporate group shall not allow any unfair actions, for instance, threatening, position transferring, responsibility or work location changing, suspension, termination, negative effect on performance appraisal, or any other actions that can cause damage to the employees who file a complaint, whistleblowers or cooperative witnesses, and will take disciplinary actions with the persons who attempt any retaliation to the whistleblowers under a proper process to prevent any impact on the work and/or work relationship of the whistleblowers by taking the corporate interests into account.

This policy was approved by the Audit Committee Meeting No. 5/2025 on June 18, 2025, and by the Board of Directors Meeting of TOA Paint (Thailand) Public Company Limited No. 6/2025 on July 16, 2025.