Report of The Audit Committee

The Audit Committee of WICE Logistics Public Company Limited consists of three independent, qualified directors: Mr. Komol Rungruangyot as the Chairman of the Audit Committee, Professor Ruth Banomyong (PhD)as an Audit Committee member, and Mr. Boongrieng Thanaphansin as an Audit Committee member. The tenure of their positions in the year 2024 is summarized as follows:

January 1,2024 to December 31,2024

• Komol Rungruangyot Chairman of the Audit Committee
• Professor Ruth Banomyong (PhD) Audit Committee Member
• Boongrieng Thanaphansin Audit Committee Member

With Mr. Nasit Wongpuapan, the Internal Audit Manager, serving as the Secretary of the Audit Committee.

In 2024, the Audit Committee performed its duties as assigned by the Company’s Board of Directors and in accordance with the Audit Committee’s Charter, aligning with the best practices set by the Securities and Exchange Commission. The committee reviewed and promoted the Company’s compliance with good corporate governance principles, ensuring a sufficient organizational risk management system and internal controls. They emphasized transparency, effective and efficient internal audits, and aligned the goals of the organization and the internal audit department to work toward a common goal. This approach aimed to enhance the quality of internal audits and create sustainable added value for the Company, while considering the needs of all stakeholders comprehensively.

1. Promoted the enhancement of risk management governance processes, internal controls, and compliance monitoring. The focus was on creating awareness among employees to act with caution and thoroughness. Additionally, the review of relevant rules and regulations related to operations was conducted to ensure their appropriateness, along with strict oversight of internal control processes. Emphasis was also placed on reviewing the investigation process and disciplinary actions to ensure they were appropriate and fair.

2. Encouraged the management to set goals for becoming a model organization in the field of information technology governance, to ensure continuous development and enhance confidence in the Company’s capabilities. This involved focusing on operations related to cybersecurity and personnel security as key priorities.

3. Provided recommendations to the management regarding overseas investments, emphasizing the need to thoroughly understand the political systems, laws, cultures, and traditions of those countries. This would enable the Company to determine appropriate investment strategies.

4. Established policies to enhance the quality of the Company’s internal auditing to ensure it is effective, efficient, reliable, and professional. This includes increasing the advisory role to add value to the Company and its subsidiaries, in alignment with the expectations of stakeholders. Additionally, the Company promotes obtaining professional certifications for internal auditors alongside continuous personnel development and process improvement, incorporating technology into the auditing operations.

In 2024, the Audit Committee held a total of 4 meetings, with the following details of attendance:

January 1,2024 to December 31,2024

• Komol Rungruangyot Attended 4 meetings
• Professor Ruth Banomyong (PhD) Attended 4 meetings
• >Boongrieng Thanaphansin Attended 4 meetings

Summary of the Key Points of the Audit Committee’s Performance

1. Review of Financial Reports
The Audit Committee reviewed the key information of the Company’s quarterly and annual financial statements, as well as the consolidated financial statements, in collaboration with management, the internal audit department, and the external auditor. The committee inquired with the external auditor regarding the accuracy and completeness of the financial reports, material adjustments to accounting records, as well as accounting estimates that impact the financial statements. The committee also evaluated the adequacy and appropriateness of the accounting methods and the scope of the audit, ensuring that the financial disclosures were accurate, comprehensive, and sufficient. Furthermore, the committee examined the independence of the external auditor to ensure that the financial reporting complied with legal requirements and accounting standards, was reliable, timely, and provided sufficient information for users of the financial reports.

2. Review of Good Corporate Governance
The Company is committed to conducting its business in accordance with the principles set forth by the Stock Exchange of Thailand, the Securities and Exchange Commission (SEC), and the Thai Institute of Directors Association. The Audit Committee reviewed the effectiveness and efficiency of corporate governance practices and found that the Company’s directors, management, and employees strictly adhered to the established policies. The Company has also implemented its anti-corruption policy rigorously, extending its efforts to business partners, ensuring that they comply with these policies. This commitment is carried out alongside governance practices that consider social and environmental factors beyond legal requirements. Additionally, the committee reviewed the processes for handling complaints and whistleblowing related to corruption.

3. Review of the Risk Management Evaluation System
The Audit Committee has reviewed the risk management process based on the internal audit reports and the reports from the auditors. It has acknowledged the corporate risk management report, which was presented by the Corporate Risk Management Committee. The committee is responsible for governance risk management, including the approval of policies and frameworks for risk management, monitoring risk assessments, approving risk mitigation measures, and regularly reporting on the progress of risk management to the Risk Management Committee and the Board of Directors.

4. Review of Internal Control System’s Effectiveness
The Audit Committee has reviewed the adequacy and appropriateness of the internal control system based on the internal control adequacy assessment prepared by management, following the internal control adequacy assessment form provided by the Securities and Exchange Commission (SEC) of Thailand. It was found that the Company has an organizational structure that ensures proper segregation of duties in key departments, a corporate governance policy, and operations that comply with regulations. The Company also has a risk management policy in place across the organization, conducts continuous anti-corruption awareness activities, and has established procedures for oversight and monitoring the operations of subsidiaries and associated companies. Additionally, the Company has defined confidentiality levels for information, established communication channels for internal employees and external stakeholders, assessed controls at the organizational level, and evaluated internal controls by the employees themselves, along with conducting internal control audits by the internal audit department for various activities.

In 2024, based on the review of internal controls conducted by the internal audit department and external auditors, the internal control system was found to be adequate and appropriate. No significant issues or deficiencies were identified that could impact the achievement of the Company’s objectives and goals. Furthermore, management has continuously made improvements based on the recommendations from the Audit Committee, external auditors, and the internal audit department.

5. Supervision of Internal Audit 
The Audit Committee reviewed the strategic plan, annual audit plan, and long-term audit plan, along with the implementation of the plan and the results of the internal audit department’s assessments. It provided recommendations and followed up on the resolution of significant issues to ensure good governance and adequate internal controls. The committee also considered improvements to the internal audit charter, reviewed the internal audit department’s annual budget, development plan, recruitment and staff rotation plans, training programs, independence confirmation, and the assessment of the adequacy and appropriateness of resources, performance indicators, and oversight to continuously improve the quality of the internal audit department’s work. 

6. Maintaining the Quality of the Audit Committee 
The Audit Committee reviewed the Audit Committee Charter and assessed the overall performance of the committee, both collectively and individually, according to the best practices set by the Stock Exchange of Thailand. This was done to ensure that the Audit Committee’s operations were effective and achieved the set objectives. The evaluation result for the committee as a whole was excellent. The committee established guidelines for improving its operations and reported its performance to the Board of Directors on a quarterly basis, providing feedback to enhance the value and improve the governance processes, risk management, internal controls, and compliance with the Company’s regulations. 

7. Consideration of the Appointment of Auditor and Audit Fee for 2024 
The Audit Committee has considered and approved the appointment of an auditor from PricewaterhouseCoopers ABAS Company Limited as the Company’s auditor for 2024. The Committee proposed that the Board of Directors submit this appointment to the Annual General Meeting of Shareholders for approval, including the approval of the annual audit fee for 2024. Additionally, the Audit Committee held a separate meeting with the auditor, without the management’s participation, to discuss the scope, approach, and audit plan, independence in performing duties, and the auditor’s opinion. The focus was placed on ensuring the presentation of accurate, complete, and sufficient information. 

8. Consideration of Related Party Transactions or Transactions that May Involve Conflicts of Interest in Accordance with the Law and Regulations of the Stock Exchange of Thailand 
The Audit Committee has reviewed and provided opinions on significant related party transactions, especially those that may involve conflicts of interest. The report of the relevant directors has been disclosed to the Stock Exchange of Thailand accurately and within the required time frame. 

In summary, the Audit Committee has performed its duties and responsibilities as outlined in the Audit Committee Charter, applying its knowledge, skills, caution, and sufficient independence. It has also provided opinions and recommendations for the benefit of all stakeholders. The Audit Committee believes that the Company’s financial statements are accurate, reliable, and in accordance with generally accepted accounting standards. The Company operates in compliance with laws and relevant business obligations, and has a good corporate governance process, risk management process, and sufficient internal controls, with an effective and efficient internal audit system.