Nomination and Remuneration Committee Report

The Nomination and Remuneration Committee of WICE Logistics Company Limited consists of 3 members, one of whom is an independent director. Mr. Komol Rungruangyot served as the Chairman of the Nomination and Remuneration Committee. He resigned from the position of Chairman of the Nomination and Remuneration Committee on November 12,2024, and appointed Mr. Silawat Santivisat, an independent director, as the Chairman of the Nomination and Remuneration Committee (effective from November 13,2024). Dr. Araya Kongsoonthorn serves as a member of the Nomination and Remuneration Committee, and Miss Thitimar Tantikulsuntorn is also a member of the Nomination and Remuneration Committee. The company secretary serves as the secretary of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has performed its duties as assigned by the Board of Directors with caution, transparency, and fairness. The Committee has also made improvements to its operational approach to ensure it aligns with the current business strategies and the Company’s operations. In addition, the Committee has taken into consideration the best interests of shareholders and stakeholders. In 2024, the Nomination and Remuneration Committee held a total of 1 meeting, as follows:

January 1,2024 to December 12,2024

• Komol Rungruangyot Chairman of the Nomination and Remuneration Committee Attended 1 meeting

January 1,2024 to December 31,2024

• Dr. Araya Kongsoonthorn Nomination and Remuneration Committee
  Attended 1 meeting
• Miss Thitimar Tantikulsuntorn Nomination and Remuneration Committee
• Attended 1 meeting

January 12,2024 to December 31,2024

• Mr. Silawat Santivisat Chairman of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee has considered the following important matters:

• Consider the appointment of a director to replace the one whose term has expired by utilizing a variety of information to select candidates from diverse professional backgrounds who meet the qualifications according to laws, relevant regulations, the Company’s articles of association, good corporate governance principles, and possess the appropriate knowledge, abilities, and experience that align with the Company’s strategy. This should also take into account the necessary skills that are still lacking by analyzing the Board Skill Matrix, as well as reviewing the Director’s Pool database from the Thai Institute of Directors Association (IOD). The candidate’s past performance and role up until the present, which can instill confidence in stakeholders, must also be considered. Additionally, the candidate must have a clean record with no conflicts of interest with the Company. The selected individual will be proposed to the Company’s Board of Directors for approval and then submitted for consideration at the Annual General Meeting of Shareholders for appointment as a Company director.
• Consider the appointment of a director to replace the one who has resigned, with the Nomination and Remuneration Committee exercising due diligence in selecting individuals who possess the knowledge, abilities, and appropriate qualifications according to the criteria mentioned above. The recommendation will then be submitted to the Company’s Board of Directors for consideration and appointment as a director.
• Consider nominating directors to serve on sub-committees, taking into account the composition of the sub-committee, the qualifications, knowledge, expertise, abilities, and relevant skills that are suitable for performing the duties of the sub-committee (Skill Matrix). The recommendation will then be submitted to the Company’s Board of Directors for consideration and appointment.
• Consider reviewing the determination of the knowledge, expertise, and experience required for the composition of the Company’s Board of Directors (Board Skill Matrix) and the four sub-committees, ensuring that the Skill Matrix remains aligned with the Company’s strategy.
• Consider and determine the remuneration for the Board of Directors and sub-committees for the year 2024, taking into account the Company’s performance, business scale, industry practices among listed companies, leading corporations, the responsibilities of the Board, and annual performance evaluations. The proposed remuneration has been submitted to the Board of Directors for approval and will be presented at the 2025 Annual General Meeting of Shareholders.
• Improve the operations of the Nomination and Remuneration Committee to ensure completeness, appropriateness, and alignment with current circumstances, as well as compliance with the Company’s corporate governance policies and principles.

In 2024, the Board of Directors provided an opportunity for minority shareholders to nominate suitable candidates for director selection. However, no shareholders submitted nominations for the director recruitment process at the 2024 Annual General Meeting of Shareholders. Additionally, the Company has disclosed the remuneration of the Board of Directors, sub-committees, and executives to ensure transparency and accountability. The details of such disclosures are included in this Annual Registration Statement/Annual Report (56-1 One Report).