Establish Clear Leadership Roles and Responsibilities for the Board

The Board of Directors is responsible for performing its duties and being truly independent from the Management Team for the maximum benefit of the Company and overall shareholders. The duties and responsibilities of the Board of Directors and the Management Team are clearly divided. The Board of Directors is responsible for setting policies and supervising the Company’s operations so that they are in accordance with legal policies and ethics.

The Board of Directors is responsible for reviewing the corporate governance policy, ethics, and the Code of Business Conduct. They must consider approval before making the announcement on an application. The Company has disclosed the names, biographies, and roles of the Board of Directors and the 5 subcommittees in the 2025 One Report and on the website at www.origin.co.th. This includes the Executive Committee, the Audit Committee, the Risk Management Committee, the Nomination and Remuneration Committee, and Corporate Governance and Sustainability Committee. In addition, the Board of Directors encouraged the Chairman of the subcommittees to disclose the number of meetings held and the number of directors that attended the meetings over the past year, as well as the opinion on their performance in the Annual Report.

In addition, the Company disclosed the determining process and the appropriateness of remuneration in the One Report under the topic of Directors and Executives Remuneration. This information disclosed the number of meetings that were attended by each director at the Board and subcommittee meetings. The details are shown in the table of attendance of the Board and subcommittee meetings. The remuneration of the Board of Directors and the subcommittees’ directors appear in the comparison table for the remuneration of the Board and the subcommittees between 2023, 2024 and 2025.

The Company’s Board of Directors is responsible for the accuracy and completeness of the Company’s financial statements in order for it to be transparent, accurate, and disclose adequate information in the notes to the financial statement. This includes the financial information that appears in the Annual Report. The financial statements are prepared in accordance with the generally accepted accounting principles and audited by an auditor certified by the Securities and Exchange Commission. The Board of Directors appointed three Audit Committee members who are independent directors and non-executive directors to review the accuracy and completeness of the quarterly Financial Statement and the annual Financial Statement so that it is in compliance with the generally accepted accounting principles before being proposed to the Board of Directors for further consideration.

The Company’s accounting department is responsible for presenting information regarding connected transactions and transactions with conflicts of interests in compliance  with the Securities and Exchange Act (No. 4) B.E. 2008, Section 89/12, the Notification of the Capital Market Supervisory Board No. TorJor 21/2008 regarding connected transaction requirements, the Notification of the Board of Governors of the Stock Exchange of Thailand on the disclosure of Information of Listed Companies in connected transactions B.E. 2003, and the revised version to the Audit Committee for further consideration.

The Board of Directors placed an emphasis on transparent, accurate, complete and timely disclosure of information whether it was financial information or significant general information that may impact share prices. The Company will disseminate information to investors and all parties involved equally via various channels and information dissemination media such as the electronic media system of the Stock Exchange of Thailand and the website www.origin.co.th, etc. In addition, the Board of Directors provided the responsibilities of the Board of Directors for the Financial Reporting Report, the Audit Committee Report for information disclosure, along with the Auditor’s Report, which is published in each Annual Report. 

The dissemination of the Company’s information to investors who are shareholders and those who are interested in holding shares in the future is under the authority of the chairman of the Board of Directors, the managing director, and the deputy managing director.  Investors can contact the Company’s Investor Relations Department by telephone at (662) 030 0000 or at https://origin.co.th/.

1.1 Term of Office

The term of office for the Company’s Directors is determined to be in accordance with the Public Limited Company Act, B.E. 1992. Independent directors have a term of office of 3 consecutive years but no more than 3 terms unless it is unanimously approved by the Nomination and Remuneration Committee that the nominated independent directors have benefited the Company greatly and holding the position does not cause a loss of independence. They must also be approved by the Board of Directors and the shareholders.

1.2 Remuneration for Directors

The Nomination and Remuneration Committee is responsible for proposing guidelines and procedures to determine meeting allowances, entertainment expenses, gratuities, and rewards, as well as other benefits in the form of monetary remuneration to the Company’s directors by requesting opinions from the Board of Directors’ Meeting in order to propose them for approval at the Shareholders’ Meeting on a yearly basis, except for rights based on the Company’s regulations.

1.3 Subcommittees

The Board of Directors appoints each subcommittee from qualified persons. Each committee must perform the duties as assigned by the Board of Directors. The subcommittee has the authority to inform the Management Team to attend meetings and clarify or prepare reports. The Board of Directors approved the charter of each subcommittee.

Currently, the Board of Directors has appointed 5 subcommittees.

1) The Executive Committee: The Executive Committee consists of no less than 9 executives. One must hold the position of Company director or be an executive. The following positions are considered to be the Company’s Executive Directors.

2) Audit Committee: The Audit Committee consists of at least 3 independent directors, one of which should have adequate knowledge and experience to review the reliability of the financial statements. The Audit Committee will hold the position for a term of three (3) years and may be re-elected upon retirement by rotation. 

3) Nomination and Remuneration Committee: The Nomination and Remuneration Committee consists mainly of independent directors. There will be at least 3 directors. The Nomination and Remuneration Committee will hold the position for a term of three (3) years and may be re-elected upon retirement by rotation.

4) Risk Management Committee: The Risk Management Committee consists of at least 3 directors. The Risk Management Committee will hold a position for a term of three (3) years and may be re-elected upon retirement by rotation.

5) Corporate Governance and Sustainability Committee (or Corporate Governance Committee): The Corporate Governance Committee consists of at least three directors. The Corporate Governance Committee will hold a position for a term of three (3) years and may be re-elected upon retirement by rotation.

1.4 Board Meetings

The Board of Directors organize meetings to perform their duties and acknowledge the Company’s performance on a regular basis, at least once every three months. In the meeting, the directors are able to freely express their opinions and discretion. The quorum of the resolution of the Board of Directors’ Meeting must be no less than half of the total number of directors in attendance at the meeting. All directors need to attend the meeting unless there is a force majeure. In this case, the director must inform the Secretary of the Board in advance. The Company will report the number of meetings attended by each director in the Annual Report. The Board of Directors’ Secretary set up the meeting schedule for the entire year in advance for the acknowledgement of the Board of Directors. The Secretary of the Board sends an invitation letter to all of the directors to confirm the date and inform them of the time, place, and meeting agenda. The delivery is made at least 7 days in advance. The Secretary of the Board collects the supporting documents from the Management Team and presents them to the Board in advance. Such documents contain sufficient information for the Board to freely make decisions and discretion. The Secretary of the Board records issues in the meeting in order to prepare a meeting report that contains the complete content within 14 days of the meeting date for the chairman of the Board to sign. There must be a good filing system, and it must be able to be searched conveniently and confidentially.

The Company schedules more than 6 meetings per year. In 2016, there were 12 meetings held. In 2017, there were 14 meetings. In 2018, there were 13 meetings. In 2019, there were 11 meetings. In 2020, there were 8 meetings held. In 2021, there were 13 meetings. In 2022, there were 9 meetings. In 2023, there were 6 meetings. In 2024, there were 5 meetings. In 2025, there were 8 meetings held and more than 90% of the total directors attended the meetings over the past year which is more than the 80% in the previous year (see the details in Meeting Attendance of the Board of Directors and Subcommittees).

1.5 Evaluation of the Performance of the Board of Directors and Subcommittees (Board and Individuals)

The Company prescribes the performance evaluation of the Board of Directors (both the Board as a whole and individuals) and sub-committees at least once a year in order to evaluate the individuals and the Board as a whole in order to jointly consider and improve their performance.

At the end of each year, the Company Secretary and the subcommittee secretaries which include the Audit Committee secretary, the Nomination and Remuneration Committee secretary, the Risk Management Committee secretary, and the Corporate Governance and Sustainability Committee secretary will send the performance evaluation form to the Board of Directors and subcommittees. This includes the self-assessment form for annual evaluation. The evaluation form will be sent back to the secretary of each committee board to summarize the evaluation results and report it to each committee board for further acknowledgment.

Performance Evaluation Topics for the Board of Directors and Subcommittees

1.      Structure and Qualifications of the Board

2.      Roles, Duties and Responsibilities of the Board

3.      Board Meetings

4.      Duties of Directors (at Board Meetings)

5.      Relationship with the Management Team

6.      Self-Development of the Board and Development of Executives

Performance Evaluation Regulations of the Board of Directors (Board and Individuals) and the Subcommittees of the Company

The Overall Evaluation Results of the Board of Directors and the Subcommittee Boards for 2024

Recommendations from the Board of Directors’ Self-Assessment

1. Increase the frequency of meetings dedicated to collaboratively developing strategies and corrective measures to navigate business challenges during market downturns.

2. Enhance the training program by incorporating diverse topics relevant to board functions, ensuring directors can regularly refresh their knowledge and stay updated on evolving governance standards.

Performance Evaluation of the Chief Executive Officer

In 2024, the Company required the Board of Directors to evaluate the performance of the Chief Executive Officer at least once a year for the Company’s Chief Executives to acknowledge and improve. This also provided information for the Nomination and Remuneration Committee to consider when considering remuneration. This evaluation is confidential.

The overall evaluation results of Chief Executive Officer resulted with an average score of 99.38%. The evaluation results are at a level of excellence. This is higher than in 2024, when it was at 96.66%

Performance Evaluation Topics for Chief Executive Officer

1.      Leadership

2.      Strategic Planning

3.      Follow Through of Strategic Planning

4.      Planning and Financial Performance

5.      Relationships with Directors

6.      Relationships with Outsiders

7.      Management and Relationships with Personnel

8.      Succession

9.      Knowledge of Products and Services.

10.   Personal Characteristics

11. Sustainable Business Development (ESG)

Recommendations from the CEO Performance Evaluation

1. CEO Development: Key Strengths to Maintain

1.1 Corporate Reputation & Stakeholder Management: Effectively managing the organization’s image and maintaining strong relationships with all groups of stakeholders.

1.2 Strategic Vision & Mission for Sustainability: Defining a comprehensive business vision and mission that encompasses all dimensions of long-term sustainability.

1.3 Business Acumen & Governance: Demonstrating profound industry knowledge, transparency, and forward-looking leadership, with an integrated management approach aligned with Environmental, Social, and Governance (ESG) principles.

2. Areas for Future CEO Development

2.1 Strategic Prudence in Expansion: Enhancing cautiousness and thoroughness when evaluating business expansions and investments in non-core business activities.

2.2 Promoting Sustainable Corporate Culture & Environment: Actively fostering a business and social culture focused on sustainability, including the implementation of comprehensive environmental management systems across the entire organization.

2.3 Digital Literacy & Emerging Industries: Expanding knowledge and expertise in Digital Transformation, Artificial Intelligence (AI), and future industrial trends to ensure organizational readiness for a changing landscape.

1.6 Non-Executive Directors Meetings

The Board of Directors is able to hold meetings without any executive directors in attendance if necessary. This enables the non-executive directors to freely discuss management issues without the Management Team in attendance. Meetings are held at least once a year according to good corporate governance principles. In 2016, the meeting was held on February 3, 2016 and in 2017, meetings were held on August 11 and August 26, 2017. In 2018, the meeting was held on November 10, 2018. In 2019, the meeting was held on August 11, 2019. In 2020, the meeting was held on November 12, 2020. In 2021, the meeting was held on November 12, 2021. In 2022, the meeting was held on December 22, 2022. In 2023, the meeting was held on December 15, 2023. In 2024, the meeting was held on December 15, 2024. And in 2025, the meeting was held on August 14, 2025.

1.7 Independent Directors’ Meeting

The Board of Directors determined that the independent directors shall hold their own meeting in order to freely discuss different matters. The meeting shall be held at least once a year in order to comply with good corporate governance principles. In 2016, the meeting was held on February 3, 2016. In 2017, meetings were held on August 11 and August 26, 2017. In 2018, the meeting was held on November 10, 2018. In 2019, the meeting was held on August 11, 2019. In 2020, the meeting was held on November 12, 2020. In 2021, the meeting was held on November 12, 2021. In 2022, the meeting was held on December 22, 2022. In 2023, the meeting was held on December 15, 2023. And in 2024, the meeting was held on December 15, 2024. And in 2025, the meeting was held on August 14, 2025.

1.8 Data Reporting

1) The Board is responsible for providing accurate financial reports and general information to shareholders and other investors that is complete and has reasonable explanations and numbers in terms of performance policies and future prospects, as well as the success and barriers of business.

2) The Board of Directors understands and supports the compliance with the professional practice standards of the auditor.

3) The Board of Directors prepared the Board of Directors responsibilities for the Financial Reporting Report and disclosed the Company’s financial report in the Annual Report along with the financial statements and the auditor’s report which covers the following aspects:

3.1) Legal Requirements: The Company’s Board of Directors is required to prepare financial statements in order to indicate that the financial position and the business performance over the past year is valid and reasonable.

3.2) Responsibilities of the Board of Directors: The Board is responsible for preparing accurate, complete, and adequate accounting information to maintain the Company’s assets and be aware of any weaknesses, as well as preventing corruption or unusual operations.

3.3)  Confirm that the Company complies with the generally accepted accounting standards, and consistently uses and complies with appropriate accounting policies. Cautiously consider the reasonableness of the preparation of the Company’s financial statements.

1.9 Succession Plan

The Board of Directors set up a succession plan for management positions by preparing personnel in the organization in order to ensure that the Company has knowledgeable and capable executives who are able to enroll in these important positions in the future. The Company has established guidelines for the recruitment and development of personnel to ensure a systematic succession for the Chief Executive Officer (CEO) position. The CEO, in collaboration with the Management Team, is responsible for defining selection criteria and development frameworks to prepare internal talent for high-quality executive leadership. This process involves identifying the required skills, knowledge, professional competencies, and the potential of candidates. These qualifications are subsequently presented to the Nomination and Remuneration Committee for evaluation and suitability assessment.

In 2025, the Chief Executive Officer reported the progress of the succession planning and development to the Board of Directors on one occasion.

1.10 New Director Orientation

The Board of Directors requires an orientation for all new directors before they serve as director. This ensures that new directors acknowledge the Company’s expectations regarding roles, duties, responsibilities, policies and corporate governance guidelines. This also creates an understanding of the Company’s business and operations in order to prepare directors to be ready to perform their duties. In 2016, the Company held an orientation program for 3 new directors on July 28, 2016. They were Mr. Athipong  Amattayakul, Mr. Chinnapatr Visuthipat and Miss Sujaree Jansawang. On November 1, 2017 the Company held an orientation for Mr. Pasu Liptapullop, a new director. In 2018, the Company held an orientation for new directors, Mrs. Kamonwan Wipulakorn, on May 17, 2018. In 2019, the Company did not have any new directors. In 2020, Ms. Kanokpailin Wilaikaew was appointed as a new director and participated in the orientation of new directors on May 14, 2020. In 2021, the Company held an orientation for new directors, Mr. Chatchai Payuhanaveechai, on May 17, 2021. In 2022, 2023 and 2024, the Company did not have any new directors.

In 2025, the Company appointed Ms. Kanokpailin Wilaikaew as a new director, following the approval of the 2025 Annual General Meeting of Shareholders. Ms. Kanokpailin possesses the appropriate qualifications that align with the Company’s business strategies. She has been briefed on the Company’s business goals and overall operations, as well as the roles and responsibilities of a director. Furthermore, she has received complete sets of essential information, including the One Report, Minutes of Meetings, Board Charters, and all relevant Company Policies.

1.11 Directors and Executives Development

The Company encouraged the Board of Directors and senior executives to attend seminars that were beneficial to their duties regularly as well as meet and exchange opinions with various Board of Directors and senior executives from different organizations. At least, seminars that the directors should attend are the course organized by the Institute of Directors of Thailand (IOD) which include Directors Certification Program (DCP), the Directors Accreditation Program (DAP), the Audit Committee Program (ACP) and the Executive Development Program (EDP) in order to implement this knowledge and experience to benefit the Company’s development.

In 2025, the Company organized a specialized training session titled “IFRS Standards, Risk Management, and Modern Business Ethics,” conducted by Mr. Chinapat Visuttipat. The session achieved 100% attendance from the Board of Directors, while more than three-quarters of the executive team participated.

Furthermore, the Company hosted the “Listed Company Value Enhancement Program (JUMP+),” with guest speakers from the Stock Exchange of Thailand (SET) providing insights directly at the Company’s headquarters. This program was well-received, with more than 100 employees and executives in attendance. In addition, directors and executives participated in various external training courses and seminars to continuously enhance their professional competencies, as detailed below:

1.12 Communication with the Management Team

The Board of Directors encourages the Company’s senior executives to attend Executive Committee Meetings and the Board of Directors Meetings and present information concerning the agenda item that the executive is responsible for, for the acknowledgment of the Board of Directors. Executives also have the opportunity to learn and understand the views of the Board, express opinions, and provide useful recommendations to the Board of Directors.

The Board of Directors encourages meetings and the exchange of views among directors and senior executives apart from the meetings of the Board of Directors in order to have opportunities to know one another better, exchange ideas regarding operations, and inquire or implement recommendations received from specialized directors in management as well.

Define Objectives that Promote Sustainable Value Creation

  Apart from the real estate development business in revenue recognition from sales category, the Company is also engaged in the development of real estate for rent and service businesses related to real estate. These businesses continually generate revenue under the operations of the subsidiaries in order to build long-term corporate stability due to its consistent revenue pattern in the future. As can be seen, the Company aims to grow steadily and sustainably in the property development business in order to build the confidence of its shareholders, directors, executives, employees, joint venture partners, and financial institutions. This can be seen from the Company’s vision and mission statement.

Every year, the Board of Directors reviews the Company’s vision and mission statement between October and December and also considers the annual budget in order to determine that the direction of the Company is in the same direction. From 2016-2020, the Board of Directors have maintained the original vision and mission. It has not changed. Since this is the Company’s long-term goals, the Board of Directors, the Management Team, and employees are determined to achieve the mutual goals.

Vision

Origin aims to be an integrated real estate development company with sustainable growth under the corporate governance code, deliver great products with excellent services and have a customer- centric approach. Origin thinks more and offers more so that our customers have more benefits.

Mission

We are attentive to every detail of the needs of customers by creatively designing project developments and delivering products and services that achieve customer satisfaction. We emphasize personnel and organizational development in order to grow sustainably with trade partners, customers, shareholders, business partners, employees and society.

We communicate the Company’s vision and mission statement to all of the organization’s departments in order to be aware of the Company’s core business concepts in the same direction as well as enhancing corporate value to employees.

Values

Customer Empathy เข้าใจลูกค้าอย่างลึกซึ่ง

Goal Synergy หลอมรวมเป้าหมายเป็นหนึ่งเดียว

Quality Crafted คุณภาพที่ยอดเยี่ยม

Innovative Creativity ความคิดสร้างสรรค์และนวัตกรรม

Sustainable Responsibility ขับเคลื่อนด้วยความยั่งยืนใส่ใจสังคม

In 2017, the Company focused on the values ​​of Service Excellence and Teamwork, by having activities and policies that included such values for employees. This included small group management or even service training for the sales department, homecare department and other units in order to develop a better personality and understanding of the service business.

In 2018, the Company focused on the value of innovation, creating new innovations in the Company’s products in order to achieve the Company’s goals to grow in a more diversified property development business. Therefore, in addition to personnel having skills in the field and creativity to create products or effective work processes, one must be ready to adjust to organizational changes. Thus, the Company gave priority to work processes, ways of thinking, and creativity in work. However, under every step of the business operation, personnel shall operate with honesty and in accordance with good corporate governance principles.

In 2019, from the initial assumption on how to conduct business in an era of disruption, the Company approached the EMPATHY principle and conveyed this principle to employees and executives to have a better understanding even though the Company had already emphasized this principle on the project developments and products that meet customer needs.  However, the empathy principle is much deeper. It is not only an understanding of customer needs but an understanding of the true identity of the customer group and then conveying it through the Company’s products and services. Over the past year, it can be seen that the Company focused on understanding the differences among customers, the differences in their lifestyle, and daily activities so that the Company’s products understand what customers want most in their lives.

In 2020, The COVID-19 pandemic affected customers’ lifestyles and daily routines. The phrase NEW NORMAL was used to describe the changing lifestyle. Therefore, the Company had to adjust and it applied this concept to develop projects, products, and services that still met the EMPATHY principle and best accommodated convenience for the NEW NORMAL lifestyle of customers.

In 2021, the COVID-19 situation continues to affect the lives and daily routines of customers from NEW NORMAL in 2020 become normal this year, whether wearing masks or wearing masks. Carrying alcohol in everyday life Including lifestyle and/or working style that has changed to working from home or working online more. Concepts in all areas have changed and adaptation has become a necessity for all genders and ages. Therefore, the Company has developed the project Products and services to meet basic needs during the COVID-19 situation with the understanding of consumers from the concept of “EMPATHY, the ability to understand and share the feeling of another”, which is also the main factor driving pushing the design to be creative to coordinate both the use Maintaining, sanitary and aesthetics while maintaining the company’s identity.

In 2022, the situation has resolved to almost normalcy after the whole world has been under the COVID-19 situation for more than 2 years.

The country has begun to open up and people are able to travel and do business both domestically and internationally, resulting in business activities being resumed, which is very beneficial to both the macro and household levels, in addition, the purchasing power of consumers gradually recovered.

The real estate market also has a clear recovery, which can be seen from the return of condominium sales that are close to those of the pre-Covid era, while the housing market continues to have demand.

For Origin, we believe that having a vision and seeing different opportunities as well as having the ability to adapt quickly in any situation leads to the foundation for a steadily growing organization. Standing in the form of “Origin Multiverse” is a growth model. “Multiverse”, creating an ecosystem that enhances the quality of life of consumers in a complete way to be the Multiverse of Happiness, is an ecosystem that meets the needs of people of all ages and generations. and every rhythm of life, as a result, the projects of Origin have been well received by more customers.

In 2023, Origin plans to expand its business empire that is not just the housing development business group but also covers mega trends and new businesses in order to cover every dimension of upgrading the lives of consumers under the concept of “Origin Infinity”, creating endless growth and caring for consumers, developing the Origin Property Group to become a Well-Being Lifetime Company or an organization whose business covers caring for consumers throughout their lives. The Origin Infinity plan consists of driving 3 main areas: 1. Nationwide Serve, distributing affiliated businesses to other provinces in order to develop better living for people in various areas throughout the country, starting with the housing development for sale business group and the development of hotel projects, office buildings, shopping centers, logistics and warehouse projects, as well as gradually bringing related businesses whether comprehensive real estate service business or health service business to provide service in other provinces 2. Multiverse Expansion, aiming to develop a better life span, building on the Origin Multiverse plan in 2022 by expanding business beyond the residential business to have a continuous growth path continuously and covering care for people of all ages 3. Social Attention, joining in caring for society and the environment in many dimensions to create a better society, such as (1) Talent Development: Origin has joined hands with various educational institutions to create Origin Valley in order to be a space for the new generation to develop skills and have knowledge and abilities that meet the needs of the organization and the labor market and exchanging knowledge to develop personnel in the group to grow stronger (2) Community Development: Origin has implemented Origin Give to create opportunities and deliver good things to the community, such as providing scholarships, donating medical equipment, field visit to develop schools and (3) Sustainable Development: Origin has moved forward with the Net-Zero Emission 2044 plan to reduce greenhouse gas emissions in every dimension, such as designing projects that are energy efficient and environmentally friendly, using environmentally friendly materials, reducing the amount of waste, reducing electricity use in both the office and sales office, starting to install solar roofs and EV chargers in new projects.

In 2024, Origin has a plan to restructure its condominium business group to make it more streamlined and unified. It will combine all three of its subsidiaries under one umbrella and centralize communications under a single brand and company name: Origin Vertical Corporation or ORIGIN VERTICAL. The aim is to deliver residential projects to consumers across all market segments, elevating management, design, construction, and innovation to meet diverse needs and ensure the highest level of customer satisfaction. The goal is also to make communication easier and more memorable for consumers.

New projects moving forward will be developed under the concept of “Creative Living for All”, focusing on creating living spaces that consider all aspects of life. The strategy to achieve this will include: (1) Insight – Research and in-depth analysis of data. (2) Initiative – Developing new features and functions. (3) Implementation – Incorporating new technologies and innovations to enhance project quality and standards.

In addition to its business strategies, Origin will strengthen its approach to quality and service (Quality & Services) with the following strategies (1) People Development – Focusing on the development of employees in terms of both quality and service, including Upskilling and Reskilling programs. (2) Product Design – Developing high-quality product designs. (3) Product Quality – Selecting quality materials for product development, and enhancing construction quality assurance through the Origin QA application. (4) Service Excellence – Providing after-sales services, including customer care and enhancing the customer’s lifestyle through Origin’s partners.

For the year 2025, the Company is committed to driving sustainable growth by strategic refining of its “7 Keys to Success” framework. This is centered under the core concept:

“Resilience Leads to Sustainable Growth: 7 Keys to Success”

Strengthen the Board’s Effectiveness

The Company is aware that shareholders, investors and regulatory organizations value the roles and duties of the Board of Directors who are considered to be the shareholders representative even more. Therefore, the Company placed importance on the recruitment and appointment of directors and subcommittees that were qualified and able to strengthen the Company’s long term strengths.

The Company set regulations and guidelines for the recruitment of directors by considering the qualifications along with good practice guidelines in recruiting directors by the Thai Institute of Directors Association. The Board of Directors assigned the Nomination and Remuneration Committee to determine the qualifications of the subcommittees and focused on a wide range of skills, abilities, experiences, and capabilities that benefited the Company and determined a transparent recruitment process in order to ensure the confidence of shareholders and outsiders.

The Nomination and Remuneration Committee defined the specific skills required for the Board of Directors and subcommittees in order to help each board determine policies and strategies to be consistent with the Company’s goals in quality and efficiency. The skills and expertise of each committee are summarized in the Board Skill Matrix as follows:

3.1 Company Directors

The Board of Directors consists of at least 5 directors. The directors must have at least three independent directors and be at least one-third of the total number of directors. The Company’s independent directors must have qualifications that meet the required standards and not have any prohibited qualities according to the defined rules of the Board of Directors and they should not have less qualifications than notified in the regulations of the Stock Exchange of Thailand and the Securities Exchange Commission. At least two-third of the total number of directors must have a Thai residence. The Company has established the Board of Directors Charter to serve as an operational handbook and “constitution” for the Board. This document clearly defines the scope of authority, duties, and responsibilities, establishing standard operating procedures and guidelines for the Board of Directors. The Board of Directors has formally approved this Charter, which is disclosed on the Company’s website at https://origin.co.th/. Furthermore, the Charter was most recently reviewed on November 14, 2025, to ensure it remains current and aligned with effective governance practices.

In accordance with the Company’s Articles of Association, the election of directors at the Shareholders’ Meeting shall be conducted based on the following criteria and procedures:

(1)     Each shareholder shall have one vote per share.

(2)     Each shareholder shall use all his or her votes accordingly to elect one or several people as directors. In the case that several directors are elected, the shareholders shall not divide his or her votes among the candidates.

(3)     The person who receives the most votes in the respective order of the votes will be appointed as the director, equal to the number of votes in that election. In the event that the last people selected receive an equal number of votes, the chairman of the meeting shall cast the tie-breaking vote.

            The Skill Matrix of the Company’s Board of Directors according to the name list of the Company’s directors as of December 31, 2025.

3.2 Independent Directors

Independent Directors play a vital role as representatives who ensure transparency and maintain a robust check-and-balance system within the Company. Their primary responsibility is to oversee operations to prevent conflicts of interest, thereby fairly protecting the rights of minority shareholders. Furthermore, they provide valuable insights from an impartial, external perspective. This objectivity is the cornerstone of building investor confidence and driving the organization forward in alignment with Sustainable Good Corporate Governance principles.

The Company will select personnel for the position of independent director by considering the qualifications based on the laws of the Stock Exchange of Thailand, the Notification of the Office of the Securities Exchange Commission, the Notification of the Capital Market Supervisory Board including regulatory announcements, and/or relevant regulations. No less than one-third of all of the Company’s directors must be independent directors and no less than 3 people. The detailed qualifications of the Independent Directors are disclosed in “Section 8.1.1: Nomination, Development, and Performance Evaluation of the Board of Directors.”

3.3 The Audit Committee

The board of the Audit Committee must be appointed by the Board of Directors all of whom are independent company directors.

The board of the Audit Committee must be composed of at least 3 committee members and have at least 1 member who has knowledge in finance and accounting. Members of the Audit Committee must be appointed by the Board of Directors and/or the Shareholders’ Meeting. Every member must be an Independent Director, possessing all qualifications as prescribed by the Securities and Exchange Commission (SEC). The Board of Directors has formally approved the Audit Committee Charter, which is disclosed on the Company’s website at https://origin.co.th/ and was most recently reviewed on November 14, 2025. The Audit Committee Charter has been established to provide a clear understanding of the committee’s objectives, composition, qualifications, authorities, duties, and responsibilities. Its purpose is to support Good Corporate Governance by overseeing financial reporting processes, internal control and internal audit systems, risk management frameworks, and compliance with relevant laws. This ensures that the Company maintains an efficient corporate governance system, free from conflicts of interest, with adequate internal controls and risk management for the equitable benefit of all stakeholders. Furthermore, it ensures that financial reports are prepared in accordance with financial reporting standards with sufficient disclosure, and that the Company strictly complies with the Securities and Exchange Act, regulations of the Stock Exchange of Thailand (SET), the Office of the Securities and Exchange Commission (SEC), and other laws applicable to the Company’s business.

The Audit Committee is a sub-committee of the Board of Directors, serving as a vital instrument and mechanism to ensure that the Company maintains a robust Good Corporate Governance system. Comprised of Independent Directors, the Audit Committee assists in alleviating the Board’s oversight burden and enhancing management agility. Furthermore, the committee facilitates consultations between Management and the External Auditors to mitigate potential risks and ensure that financial reports are disclosed comprehensively, accurately, and in full compliance with relevant standards and regulations. The establishment of the Audit Committee aims to strengthen operational efficiency and enhance the Company’s value in the following areas:

1.1 Confidence, Reliability, and Transparency: Enhancing the confidence, reliability, and transparency of the Company’s financial reporting.

1.2 Enhanced Fiduciary Duty: Increasing the Board of Directors’ prudence by emphasizing their accountability across the following areas:

• Oversight of operations to ensure alignment with business strategies and policies.
• Compliance with relevant laws and regulations.
• Business risk management and control
• Preparation of financial reports and the selection of appropriate accounting policies.
• Internal control and internal audit systems.
• Review of related party transactions (RPTs).

1.3 Alleviating Board Responsibilities: Delegating the review of financial reporting processes, internal controls, and internal audits to the Audit Committee. This allows the Board of Directors to focus on in-depth strategic matters and improves overall management efficiency.

1.4 Streamlining Audit Processes: Improving the functions and processes of both internal and external audits, as well as enhancing communication between the Board of Directors, the Internal Audit unit, and the External Auditors.

1.5 Empowering Internal Audit Independence: Strengthening the independence of internal auditors and the Internal Audit unit, enabling them to provide straightforward and objective opinions, which leads to higher operational efficiency.

1.6 Safeguarding Auditor Objectivity: Ensuring the independence of External Auditors and establishing a framework that allows them to express opinions candidly, especially in instances of potential conflict with Management.

1.7 Improving Audit Quality: Enhancing the overall quality and rigor of internal audit reports.

1.8 Strengthening Non-Executive Roles: Fortifying the roles, authority, and influence of external (non-executive) directors.

1.9 Clarifying Audit Scope: Enhancing the directors’ understanding regarding the defined scope of audit activities.

Moreover, when considering the Audit Committee’s Skill Matrix based on the name list of the Audit Committee as of December 31, 2024. The results are as follows:

3.4 Nomination and Remuneration Committee

The Board of Directors’ Meeting No. 2/2015 that was held on February 28, 2015 approved the appointment of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee must consist of a director who has suitable qualifications to set policies in regards to the recruitment of personnel to be directors or senior executives. The Nomination and Remuneration Committee must first consider personnel who have suitable qualifications before presenting the names of the nominees for the approval of Directors or the Shareholders’ Meeting to appoint. Moreover, the Nomination and Remuneration Committee has a significant role in determining remuneration regulations for directors and senior executives so that it is appropriate and reflects the directors and executive director’s performance in achieving the goals. The Board of Directors has formally approved the Nomination and Remuneration Committee Charter and disclosed it on the Company’s website at https://origin.co.th/. This ensures transparency and provides a clear operational framework for the Committee. The Charter was most recently reviewed on November 14, 2024. The Company has defined the “Composition and Appointment of the Nomination and Remuneration Committee” as follows:

1) The members are appointed by the Board of Directors in a number deemed appropriate, consisting of directors and/or qualified experts. The Committee must comprise at least three (3) members, with at least half of them being Independent Directors. Furthermore, the Chairman of the Board of Directors shall not serve as a member of the Nomination and Remuneration Committee.

2) Members of the Nomination and Remuneration Committee are not required to be company directors.

3) The Chairman of the Nomination and Remuneration Committee must be an Independent Director, who may be appointed by the Board of Directors or elected from among the committee members.

4) The Committee may appoint one employee to serve as the Secretary to the Nomination and Remuneration Committee to assist with meeting schedules, preparing agendas, distributing meeting materials, and recording minutes. The Committee has the authority to determine appropriate remuneration (meeting allowance) for the Secretary as deemed fit.

5) In the event that the Board of Directors appoints any person as an advisor to the Committee, the advisor’s information, including their independence or absence of conflicts of interest, must be disclosed in the Annual Report.

Qualifications of the Nomination and Remuneration Committee

1) Members must possess the knowledge, capabilities, and experience beneficial to the performance of the Committee’s duties. They must demonstrate integrity, business ethics, and be able to dedicate sufficient time and effort to fulfill their responsibilities to the Company.

2) Members must possess the required qualifications and must not have any prohibited characteristics under the Public Limited Companies Act, the Securities and Exchange Act, and any other relevant laws.

3) Members must not engage in any business, be a partner, or serve as a director in other legal entities of the same nature as, and/or in competition with, the business of the Company and/or its subsidiaries, whether for their own benefit or for the benefit of others, unless the Board of Directors is notified prior to the appointment.

Moreover, when considering the Nomination and Remuneration Committee’s Skill Matrix based on the name list of the Nomination and Remuneration Committee as of December 31, 2024. The results are as follows:

3.5 Executive Directors

The Executive Committee is appointed by the Board of Directors to support the Board in performing its duties responsibly for the best interests of the Company and in alignment with Good Corporate Governance principles. The Committee is responsible for managing business operations in accordance with policies, articles of association, regulations, and relevant laws. This includes screening matters before submission to the Board of Directors and monitoring the implementation of policies and management guidelines to ensure maximum efficiency.

The Board of Directors approved the Executive Committee Charter and disclosed it on the Company’s website (https://origin.co.th/) on July 8, 2021. The “Composition of the Executive Committee” is as follows:

1) The Executive Committee must consist of individuals with qualifications and experience as recommended by the Nomination and Remuneration Committee to the Board of Directors.

2) The Executive Committee shall be composed of top executives from various functions and external experts, with a total of no fewer than three (3) members.

3) The Chairman of the Executive Committee must be appointed by the Board of Directors.

4) The Company Secretary shall serve as the Secretary to the Executive Committee, unless otherwise determined by the Executive Committee.

Moreover, when considering the Executive Committee’s Skill Matrix based on the name list of the Executive Committee as of December 31, 2025. The results are as follows:

3.6 Risk Management Committee

The Company places great importance on Good Corporate Governance. Consequently, the Risk Management Committee was established to formulate enterprise-wide risk management policies and oversee risk management systems and processes. These measures are designed to ensure the achievement of the Company’s objectives and targets, support operational performance, build confidence among stakeholders, and foster sustainable growth.

The Board of Directors approved the Risk Management Committee Charter, which is disclosed on the Company’s website (https://origin.co.th/). The Charter was most recently reviewed on November 14, 2025.

According to the resolution of the Board of Directors Meeting No. 10/2015, held on November 10, 2015, the Board approved the appointment of the Risk Management Committee, consisting of qualified members to determine risk management policies as follows:

1) The Risk Management Committee is appointed by the Board of Directors of Origin Property Public Company Limited and is assigned to report directly to the Board of Directors.

2) The Risk Management Committee shall consist of at least three (3) directors, of whom at least one (1) must be an Independent Director.

3) The Board of Directors shall appoint the Chairman of the Risk Management Committee. The Risk Management Committee is responsible for appointing a qualified individual with expertise in risk management or the Head of the Risk Management Unit to serve as the Secretary to the Risk Management Committee.

Moreover, when considering the Risk Management Committee’s Skill Matrix based on the name list of the Risk Management Committee as of December 31, 2025. The results are as follows:

3.7 Corporate Governance and Sustainability Committee (or Corporate Governance Committee or CG Committee)

To ensure the Company’s sustainable growth and build trust among all stakeholders, the Board of Directors has resolved to appoint the Corporate Governance Committee. This committee promotes management practices aligned with international Good Corporate Governance (CG) standards. Its primary roles include overseeing corporate governance and Sustainability tasks, establishing policies and criteria for good governance, and ensuring that the Company’s business strategies are implemented with transparency, fairness, accountability, and sustainability—taking into account social, environmental, and long-term returns. Furthermore, the committee fosters an organizational culture that understands and values the effective implementation of CG principles to provide confidence to both shareholders and all stakeholder groups.

The Board of Directors Meeting No. 1/2021, held on January 28, 2021, approved the appointment of the Committee and its Charter, which is disclosed on the Company’s website (https://origin.co.th/). The Charter is currently undergoing a review process, pending approval by the Board of Directors in February 2026. The “Composition” of the Committee is as follows:

1) The Committee shall consist of at least three (3) members, including directors (and/or any other persons as deemed appropriate), with a majority being Independent Directors.

2) The Chairman of the Committee should be an Independent Director and must be appointed by the Board of Directors.

3) The Committee may appoint a Secretary to assist in its operations, including meeting scheduling, agenda preparation, document distribution, and recording minutes. The Committee has the authority to determine appropriate remuneration for the Secretary.

4) The Board of Directors or the CG Committee may appoint any person as deemed appropriate to serve as an Advisor to the Committee.

Appointment

The Board of Directors shall consider and appoint the Committee, comprising one (1) Chairman and other members. Candidates must be recruited, selected, and nominated based on their qualifications, expertise, and background checks performed by the Nomination and Remuneration Committee to ensure the highest efficiency in performing their duties and responsibilities.

Qualifications of the Committee Members

1) Members must possess the required qualifications and must not have any prohibited characteristics under the Public Limited Companies Act and other relevant laws.

2) Independent Directors serving on this committee must maintain their independence and strictly adhere to the Company’s Good Corporate Governance principles.

3) Members must possess the knowledge, capabilities, and experience beneficial to their duties and be able to devote sufficient time to ensure the Committee achieves its objectives.

            The Skill Matrix of The Corporate Governance Committee according to the name list of the Company’s directors as of December 31, 2025.

Ensure an Effective CEO and People Management

        Apart from the emphasis on the recruitment and appointment of Company directors, the Company also recognizes the importance of recruiting and appointing senior executives and personnel development. This is a key mechanism that drives the organization to be in line with the policies and strategies set by the Board.

In recruiting executives and personnel, the Board of Directors determined specific skills, experiences, and qualifications of executives and employees in order to achieve success in recruiting qualified personnel according to the Company’s recruitment plan.

The Nomination and Remuneration Committee was assigned by the Board of Directors to have the authority to determine the qualification criteria to recruit and appoint senior executives of the Company. This included the Assistant Managing Director, the Chief of Department, Co-Chief Executive Officer, the President, and the Chief Executive Officer.

The criteria for recruiting senior executives has two parts. The first part is managerial competency which includes leadership skills, strategic management skills, project management skills, risk management skills, and business management skills. The second part is functional competency which refers to the knowledge, skills, and characteristics that management requires in order to achieve its set goals. For example, data analysis skills, design skills, planning and management skills, etc.

Remuneration Policy and Criteria for the CEO and Senior Executives

The Nomination and Remuneration Committee also determined the remuneration structure and evaluated the performance of senior executives. The remuneration for executives included monetary remuneration such as salary, short-term bonuses, warrants to purchase the Company’s ordinary shares, which were issued to directors, executives and employees (ESOP), and long-term remuneration. Non-monetary remuneration included health care benefits and personnel training, both inside and outside the organization.

At the end of the quarter and at the end of the year, the performance of senior executives, executives, and employees is evaluated against the set criteria in order to achieve the results that match the performance and are consistent with the Company’s goals.

Nurture Innovation and Responsible Business Promotion

The business of the Company is involved with many stakeholders, managing benefits is areas where the Company is cautious and tries to be fair to all parties by strictly complying with relevant laws to protect the rights of all stakeholders, shareholders, employees, executives, trade partners, customers, and creditors which includes society.

5.1 Respect of Other Shareholder’s Rights

        The Company is committed to justice and fairness to other stakeholders without discriminating against any person. The Company does not use its own discretion or personal relationships to judge and provides equal opportunities, without discriminating against race, nationality, religion, or gender. The Company recognizes its responsibility toward society and the community. The Company considers that its main mission is to create projects and activities that are beneficial to society and the community. The Company has set a practice guideline for all stakeholders as follows.

• Shareholders: The Company is committed to developing the Company’s business so that it grows in order to compete in the long run and share profits with shareholders appropriately. The Company also presents information to the shareholders that is accurate, complete, transparent, timely and equitable.
• Employees: The Company shall treat all employees equally and fairly, using the KPI to assess performance and a 360-degree evaluation for a true reflection on the operational results. The results of this assessment will be used to plan training, support further education of employees and consider fair remuneration. The Company also established a provident fund and employee welfare and supervises safety and hygiene in the workplace. This is as follows:

1.)  Recruit employees by considering the employee’s knowledge and competence within the Company in order to fill higher ranks before recruiting anyone from outside the Company. If employees come from other companies, the Company shall recruit and select employees who are knowledgeable, competent, have a good attitude, and are able to work well with the Company based on the necessity and appropriateness of each department in order to maximize human resources.

        2.) Promote employee advancement by defining a clear direction for employee development and caring for all employees at every level in order for employees to be systematically and continuously trained in accordance with the defined direction as well as being able to effectively work in the current position and being ready to take on more responsibilities in the future.

        3) Manage remuneration, salary, and welfare so that it is fair and equal with other leading companies. Always makes appropriate improvements related to the current situations. Uses a merit system to promote and increase salaries based on the competence, performance and potential of each employee.

        4) Promote teamwork and encourage employees to cooperate and help one another as if they were family. This is an important organizational culture of the Company which has enabled the Company’s performance to have exponential growth throughout the years. The Company set up the following guidelines:

(1) The Recruitment Process

        The Company clearly defines employee qualifications in the job description. Differences in race, skin color, gender, religion, nationality, background, political opinion, age, or disabilities shall not be used in making hiring decisions. The Company shall select properly qualified people according to the defined recruitment process. Besides this, if there is a vacancy or a new position, the Company’s policy is to first recruit appropriate people from within the Company before selecting anyone from outside the Company unless no one from inside the Company is suitable for the job. The Company shall select and fill positions by recruiting and selecting people who are knowledgeable, competent, have a good attitude, and able to work well with the Company based on the necessity and appropriateness of each department in order to maximize human resources.

        (2) Personnel Training and Development

        The Company is aware of the importance of training and developing personnel at every level. The Company has a policy to consistently develop employees and increase their potential and ability by organizing employee training, by having beneficiaries support further education, providing equal opportunities for employees, and continually training employees, whether inside or outside the organization. This includes giving knowledge in regards to increasing the potential of employees, legal knowledge that is relevant to the business operations,  Furthermore, the Company invests in personality development and professional etiquette to represent our corporate values effectively. Employees are regularly sponsored to attend external workshops focused on specialized professional skills, executive leadership, and compliance programs hosted by regulatory bodies for listed companies. These programs ensure that our team remains updated on the latest industry standards and legal requirements relevant to the Company’s business. The ultimate goal of these investments is to increase overall efficiency by enabling employees to translate their knowledge into practical improvements in their work. Beyond technical skills, the Company actively fosters a culture of collaboration, strengthening teamwork and nurturing positive relationships between colleagues, supervisors, and subordinates. To ensure the effectiveness of these policies, the Company has systematically recorded and monitored employee training hours throughout the past period.

Remark: * COVID-19 pandemic.

             ** 75% of total training was held via online platform.

The Company decided to develop and promote the employee’s knowledge and create happiness in the workplace by organizing activities throughout the year in order to relieve employee stress and promote good relationships among the employees, increase work effectiveness, and reduce communication problems between the Company’s departments (additional details in Section 1, Topic 3: Business Sustainability Drive, Topic 3.4.2 Social Performance: Employee Training).

Over the past year, the Company continued to prioritize employee education and the regular review of our corporate policies. To ensure comprehensive understanding and compliance across the organization, we implemented a self-review initiative via electronic communications. Through this program, employees were encouraged to study and reaffirm their commitment to key corporate frameworks, including Core Governance & Ethics: Corporate Governance Policy, Business Code of Conduct, Supplier Code of Conduct, and Anti-Corruption Policy, Risk & Internal Control: Internal Control Policy, Risk Management Manual and Factors, and the Charters of various Committees, Operational Standards: Articles of Association, Work Rules, and IT Security & Information Policies, Human Rights & Privacy: Human Rights Policy (including Comprehensive Due Diligence), HR Privacy Policy, and General Privacy Policy, Sustainability & ESG: Sustainable Supply Chain Management Manual, Sustainable Procurement Policy, and Energy Conservation & Resource Reduction Measures, Whistleblowing Policy and Insider Trading Policy. To ensure transparency and accessibility for all stakeholders, these policies have been published on our corporate website at: Origin Property Policies https://origin.co.th/corporate/about-origin-property/corporate-governance/cg-policy/companys-policies/

        (3)  Remuneration

        The Company established fair remuneration for its employees and employees received proper remuneration based on their potential, position, and responsibilities. The Company has a policy to increase remuneration according to the fair regulations set out by the Company. The Company gives opportunities and fair remuneration in accordance to the short-term and long-term performance of the Company. Other than monthly salary, at the beginning of the year, the Company sets clear goals for employees by using the KPI index indicator to calculate bonuses each year, quarter or month depend on situation and company policies of the company at that time. The Company also provides social welfare to its employees, organizes activities for employees such as a New Year’s Party, and randomly selects special prizes for many employees. A mid-year party was also held to give rewards to employees and create good relationships within the Company (additional details are under Corporate Social Responsibility topic).

(4) Healthcare and Safe Working Conditions

        The Company organized working systems that focus on proper safety and hygiene in the workplace which was defined in the policies regarding safety standards at the construction site. Employees shall wear helmets at all times when entering construction sites in order to prevent accidents during operations. The workplace shall be clean and safe from dangers that may occur such as fires and disease. The Company provides health welfare (additional details can be found in Corporate Social Responsibility)

(5) Treatment of stakeholders

1.  Customers: The Company pays attention to and is responsible to its customers. The Company serves the customers courteously and enthusiastically, ready to serve and welcome customers sincerely so that customers receive accurate information regarding the Company’s products. The Company takes care of customers as close relatives with quick, accurate and reliable service, focusing on customer confidentiality and not using information for its own benefit or the wrongful benefit of others. The Company is also aware of the fundamental rights of consumers such as producing quality houses and after purchase services that meet the consumers’ needs in order to bring utmost satisfaction. The Company is committed to research and development in order to create innovative condominiums, unique designs and the best functional unit plan designs. The Company organized a telephone call center, 02-030-0000, as a channel to answer any questions or complaints so that customers can contact the Company directly.

In 2025, the Company achieved a clean record regarding data protection, with no reported incidents or complaints concerning the breach of customer personal data.

2. Trade Partners: The purchase of goods and services from trade partners shall conform to the terms of trade. This includes treating the trade partners as agreed upon and adhering to any laws and good corporate governance principles (CG). The Company prepared standard operational procedures (SOP) in the procurement of designers, contractors, and project consultants in order to give bidding opportunities in accordance with the procedures and appropriately select suitable trade partners in accordance with the Company’s Code of Business Conduct and including the announcement of business partner ethics to promote the concept of sustainable business operations and development to the Company’s partners as well.

3.  Competitors: The Company is committed to conducting business with responsibility and integrity toward our competitors. Our policy strictly prohibits entering into any agreements with competitors or other business operators that could lead to a monopoly or reduce market competition. We uphold the principles of fair play and ethical competition. This includes, Ethical Information Gathering: Refraining from seeking competitors’ trade secrets or confidential information through dishonest or improper means. Professional Conduct: Avoiding any unethical tactics aimed at undermining or damaging our competitors. Fair Competition: Ensuring that all business rivalries are conducted within the established legal and ethical frameworks.

In 2025, the Company maintained a clean record with no commercial disputes or legal conflicts involving our competitors.

4.  Creditors: The Company is committed to treating all creditors with responsibility, transparency, and fairness. Our core practices include:

– Fair and Equitable Treatment: We treat all creditors—whether trade suppliers or financial institutions—equally and fairly. We prioritize building mutual trust by ensuring that all parties receive fair returns and that all debts are repaid on time to maintain the Group’s credibility.

– Strict Compliance with Agreements: We strictly adhere to all contractual terms and conditions, particularly with financial institutions. This includes honoring the intended use of funds, timely repayment of principal and interest, and fulfilling all guarantee requirements. We emphasize disciplined capital management to ensure financial stability and maintain sufficient liquidity to meet our obligations. Furthermore, we consistently provide creditors with accurate and transparent financial reports as agreed.

– Proactive Problem Solving: In the event that the Group is unable to meet any contractual conditions or financial covenants, we maintain a policy of immediate disclosure. We will notify our creditors promptly to discuss the situation and work together to find a mutually beneficial solution.

5.    Community, Social and Human Rights: The Company places a high priority on its responsibility toward the community, society, and the environment, while firmly upholding human rights principles, as well as supporting community events to support society in the right agenda and opportunity, according to the Corporate Social Responsibility Program (CSR). The Company has always operated this way and will not be involved in any human rights violations or the abuse of intellectual property, however, the Company will care for the environment. The Board will monitor and acknowledge the company’s overall human rights assessment results annually to identify and watch for emerging risks that may arise in operational processes or throughout the supply chain that could lead to human rights violations, and to ensure that the company has a continuous audit process in place that complies with international standards. (For more details, see the section on Social Responsibility, concerning policies and measures related to good corporate governance and risk assessment reports.)

6. Government Agencies or Public Sector: The company cooperates with government agencies or the public sector in complying with relevant regulations, rules, and legal requirements, and does not engage in offering, promising, giving, demanding, giving, or receiving any inappropriate money, property, or other benefits to government officials, government employees, government agencies, private entities, or those with official duties, whether directly or indirectly, and in any form whatsoever, in order to induce such agencies or individuals to acts or refrains from acting in the performance of their duties in order to obtain or maintain business benefits for the company, themselves, their family, friends, and acquaintances, or for the benefit of the business in an improper manner, including cases where government officials are hired as consultants or directors, the company will strictly comply with the regulations and laws related to the employment of individuals in such positions.

Strengthen Effective Risk Management and Internal Control

The Company assures investors that it will reveal the Company’s important information in a correct, timely, and transparent manner. This includes financial information and business performance. The other information is supervised by the rules, regulations, or practices of the Company to keep the confidential information of the Company from being leaked to its competitors according to requirements of the Office of the Securities and Exchange Commission (SEC) and requirements of the Stock Exchange of Thailand (SET). In addition to disclosures via the Form of Annual Information Filing (56-1 Form). Most information is published on the website of the Stock Exchange of Thailand, the website of the Office of the Securities and Exchange Commission, and the Company’s website. This allows the shareholders, customers, analysts, investors, and interested parties to access the information easily, equally and reliably.

        The Company designated a unit and some personnel to coordinate and provide information to shareholders, those who are interested in investing in the Company, and the Stock Exchange of Thailand, as well as giving an opportunity to meet and ask questions of company management for clarification.

6.1 Financial Reporting

        The Board of Directors is responsible for the preparation of the Company’s consolidated financial statements and information that is to be presented to the shareholders in the Annual Report by monitoring the quality of financial reporting which includes the Company’s Consolidated Financial Statements in order to be prepared according to the generally accepted accounting standards and audited by a certified auditor whose qualities are in accordance with the set requirements of regulatory agencies, is independent, and consistently selects and complies with the appropriate accounting policies. They also prepare the Company’s Consolidated Financial Statement accurately, completely and truthfully by disclosing information adequately, completely, validly, and reliably.

        The Board of Directors oversees the Company so that it has an internal audit unit which is responsible for the periodical audit of all the Company’s units in order to provide information records that are accurate, complete, and meet the operational standards and policies set by the Company in good faith and do not violate any relevant laws. The assessment results of the internal audit must be reported to the Board of Directors and the Audit Committee for acknowledgement and a regular follow up of the assessment results must be done.

        The Board of Directors appointed 3 independent directors to serve on the Audit Committee to review the Company to ensure that the financial reports were accurate, clear and timely. The committee reviewed the Company’s internal control and internal audit systems which were reasonable and effective and considered to be in compliance with various laws and regulations. The Company considered the disclosure of information to be clear, transparent and timely according to the requirements of a public company. In the case of connected transactions or transactions with potential conflicts of interest, the Company presented them to the Audit Committee to consider the appropriateness and reasonableness before conducting the next step.

Over the past years, the Company has maintained full compliance with all financial reporting requirements. There were no instances where regulatory bodies, such as the SEC or the SET, flagged the Company for late submission of quarterly or annual financial statements. Furthermore, the Company was not subject to any orders from the SEC to amend or revise its quarterly or annual financial reports.

6.2 Risk Management

        The Board of Directors provided a Risk Management Committee to be responsible for considering and proposing policies, plans and the implementation of plans to the Board of Directors. The risk management policy covered all departments of the Company and covered the risk associated with the vision, goals, business strategy, finance, manufacturing, and other aspects of performance, as well as considered the likelihood and severity of risk, defined measures to remedy and clear the person in charge, and defined measures to report and monitor results.

        In 2025, the Risk Management Committee played an important role as assigned by the Audit Committee and the Board of Directors in considering possible risk factors that may occur due to the rapid operational expansion of the Company as well as recommending complete preventive measures for the Company to be aware of risk management and to have thoroughly prepared preventive guidelines.

6.3 Internal Control

        The Company’s Board of Directors provided the Company with an internal control system that covers all aspects of finances, operations, and compliance with laws and regulations, and provided a mechanism of checks and balances that is powerful enough to protect and take care of the investments of shareholders and the assets of the Company. It provided a defined level of authority and the responsibilities of the executives and employees with written check and balance procedures. The Company’s internal audit unit evaluated the internal control system, reviewed the operations of the business unit and supporting unit so that it was in compliance with the relevant rules and regulations. The internal audit unit is directly under the Audit Committee.

        The Company employed KPMG Phoomchai Audit Company Limited as an independent internal control unit of the Company in order to support internal control operations to be more effective and efficient. The Internal Audit Department reports directly to the Audit Committee.

In 2025, the Company implemented a comprehensive internal audit plan across all operational departments. This included engaging specialized external auditors to review work systems and management processes within each unit to ensure maximum efficiency and compliance. The profile and name of the Head of Internal Audit are disclosed in “Part 2, Section 9: Internal Control.”

6.4 Transactions of Directors

1)  The Company established a policy for directors to disclose the trading of shares and the holding of securities of the Company at all times.

2)  The Company established a policy for directors to report stakeholding to the Audit Committee.

3)  The Company established a policy that significant connected transactions must be approved by the Audit Committee.

In 2025, the Board of Directors reviewed and updated policies regarding directors’ reporting practices, in alignment with Good Corporate Governance principles. These updates included guidelines such as advance notice of securities trading and acknowledgment of Blackout Periods.

Every quarter, the Company Secretary notifies all directors and executives of the policy and the specific prohibited trading window. This Blackout Period starts 30 days prior to the disclosure of financial statements and continues until 24 hours (1 day) after the public disclosure.

The following table presents the “Changes in Securities Holdings of Directors and Executives (Direct and Indirect)” during the past year:

Ensure Disclosure and Financial Integrity

7.1 Company Secretary

        The Board requires that the Company have ab Company Secretary. Miss Karima Jaroonsakunwong appointed to serve as a secretary of the Board and the Company Secretary so that the Company’s management would be conducted with the highest efficiency according to the principles of good corporate governance. The main duties and responsibilities of the Company Secretary are as follows:

        1) Provide advice and support the tasks of the Board of Directors related to laws and regulations.

        2) Ensure the implementation of the principles of good corporate governance and monitor the policies and recommendations of the Board of Directors to be practiced effectively.

        3) Be responsible for the preparation and storage of important documents.

        4) Regulate the Company, the Board of Directors and the Management Team to comply with related laws and regulations.

        5) Communicate with shareholders and take care of shareholders appropriately.

        6) Communicate with the relevant regulatory authorities.

7) Regulatory Compliance Oversight: Responsible for ensuring that the Company’s operations strictly adhere to the notifications of the Capital Market Supervisory Board, as well as the regulations, rules, and requirements of the Stock Exchange of Thailand (SET) and other relevant authorities. This includes communicating laws and regulations related to the capital market and the SET to the Company’s internal departments to ensure organization-wide awareness and compliance.

7.2 Investor Relations

        The Company provides investor relations to be responsible for providing and disseminating information on the movement of the Company for the benefit of all those involved. This includes employees, shareholders, customers, trade partners, creditors, and analysts equally, fairly and thoroughly via diverse communication activities.

Contact Information for Investor Relations

Miss Pitcha Kunachaichote

Investor Relations

Origins Property (Public) Company Limited

Address       :       20^th floor Bhiraj Tower at BITEC

4345 Sukhumvit Rd, Bangna sub-district,

Bangna district, Bangkok 10260

Email            :       [email protected]

Website        :       https://origin.co.th/

Phone          :       (662) 030 0000

Fax              :       (662) 029 1939

Ensure Engagement and Communication with Shareholders.

        The Company strictly adheres to the Good Corporate Governance Principles for Listed Companies regarding the Rights of Shareholders. This is in full alignment with the practice of treating all shareholders equally and fairly across all aspects of the business.

8.1 The Fundamental Right of Shareholders

The Company realized the importance of its shareholders and as a result respected the shareholders’ rights and the equality of all shareholders as stated in the Company’s regulations and other relevant laws. The fundamental rights that shareholders equally received consisted of the right to attend the Shareholders’ Meeting, the right to assign a proxy to come to the meeting and cast a vote on behalf of the shareholder, the right to add meeting agenda items, the right to nominate directors, the right to vote for directors or remove an individual director. Each individual shareholder also has the right to cast a vote in order to appoint auditors, nominate the auditor’s remuneration, and the right to vote on the activities of the Company. Shareholders also have the right to receive profits and dividends equally, the right to share opinions, the right to make inquiries in the Shareholders’ Meeting, the right to receive enough mass publications in a timely and equitable manner. The Company facilitates convenience towards shareholders so they are able to attend meetings and fully exercise their votes. In the case that any circumstances arise that will significantly impact the Company or other shareholders, the Company will disclose information at once. The Company closely looked after and carried out the policies, including other rules and regulations required by law, in order to protect the shareholder’s right by the Board of Directors.

8.2   Meeting of Shareholders

1.) In regards to organizing the Ordinary and the Extraordinary Shareholders’ Meeting, the Company will appoint an appropriate date, time and place for the meeting that is convenient for all shareholders. The Shareholders’ Meeting will not be held on any public holidays. The meeting will begin at a proper and convenient time for those who attend the meeting. All shareholders can submit registration evidence or a proxy form to the Company in advance in order to review the accuracy prior to the meeting. The Company will choose a convenient place for shareholders to attend the meeting. And to facilitate shareholders’ participation in meetings, the Company promotes the integration of modern technology. Currently, we offer a Hybrid Meeting format, consisting of both Physical (in-person) and E-meeting (electronic) options. This approach is designed to enhance convenience while further strengthening the transparency of the meeting process.

– For Physical Meetings: The Company appoints independent inspectors or witnesses to verify the vote-counting process. The full names of these individuals are explicitly disclosed in the meeting records.

– For E-meetings: The Company clearly identifies the service provider and the platform used for the E-AGM. This includes specifying whether the system is ETDA-certified or operates in accordance with ETDA standards (in cases where formal certification has not yet been obtained).

Submission of Agenda Items, Questions, and Director Nominations

The Company provides channels for shareholders to propose agenda items, submit questions in advance of the shareholders’ meeting, or nominate qualified candidates for directorship. This process is formally announced via the Stock Exchange of Thailand (SET) and disclosed on the Company’s website around November of each year.

In the minutes of the shareholders’ meeting, the Company will provide clear justifications if any proposed agenda items or advance questions were not included or addressed. In the event that no shareholders propose an agenda or submit questions, the Company will formally declare this during the meeting. Similarly, if any nominated director candidates are not put forward for shareholder approval, the reasons will be provided; if no nominations are received, the Company will inform the meeting accordingly.

2) Meeting Agenda and Notice of the Shareholders’ Meeting. The Notice of the Meeting includes comprehensive and sufficient information for each agenda item. All items are clearly categorized and presented separately for individual approval. In cases where related matters are grouped under a single agenda header such as the election of directors and the approval of director remuneration the Company ensures that each matter is voted on separately.

For every agenda item, the Company specifies the objective and rationale, accompanied by the Board of Directors’ opinions. This practice ensures that shareholders have the opportunity to thoroughly study all relevant information well in advance of the meeting date.

The Company proposes all forms of director remuneration including both monetary compensation and other benefits for shareholder approval on an annual basis. To support the shareholders’ decision-making process, the Company explicitly details the remuneration for each position, categorized by type, such as: Monthly Remuneration (Fixed Fees), Meeting Allowances (Per meeting), Annual Bonuses or Gratuities

For the agenda item regarding the appointment of directors, the Company provides comprehensive profiles for each candidate proposed for election, which include: 1. Full Name, 2. Age, 3. Educational Background and Work Experience, 4. Current Directorships in other companies (clearly categorized into Listed Companies and Non-listed/General Companies), 5. Nomination Criteria and Procedures, 6. Type of Director proposed (e.g., Director / Independent Director / Non-Executive Director / Executive Director), 7. For re-appointment of existing directors: Meeting attendance record for the past year, and 8. Date, month, and year of the initial appointment as a director of the Company (at minimum, the month and year must be specified).

In the agenda for the appointment of auditors, the company provides clear and comprehensive details regarding the auditors’ names, their affiliated firm, professional experience, competence, and independence, as well as the audit fees. The information includes: 1. The name of the audit firm, 2. The names of the proposed auditors, 3. The auditors’ experience and information regarding their independence, 4. The proposed audit fees.

In the agenda for the approval of dividend payment, the company discloses the dividend policy, the proposed dividend rate, and supporting reasons and data as follows:

1. In the case of dividend payment:

1.1 The company’s dividend policy, specified as a percentage.

1.2 The proposed dividend amount with supporting reasons.

2. In the case of omission of dividend payment:

2.1 The company’s dividend policy, specified as a percentage.

2.2 The reasons for the omission, such as accumulated losses or a net loss, provided as supporting information for consideration.

In the agenda for the appointment of directors, the company proposes the names of directors for shareholders to vote on an individual basis. The full names of the directors and the voting results for each individual candidate are clearly disclosed.

Generally, the company does not add any agendas that were not specified in advance after the notice of the shareholders’ meeting has been dispatched. However, should there be a proposal to add an agenda item after the notice has been sent, the company will notify the Stock Exchange of Thailand (SET) via a news release within the timeframe required by the laws relevant to that specific agenda.

The Company shall distribute the notice of the shareholders’ meeting, along with supporting information for each agenda item, in advance of the meeting date in accordance with the periods prescribed by law, notifications, or relevant regulations. This includes policies to facilitate and encourage shareholder participation, as well as detailed procedures for attending the meeting. All meeting-related information is provided in both Thai and English on the Company’s website (https://origin.co.th/) and the Stock Exchange of Thailand’s website at least 30 days prior to the meeting date. Furthermore, the meeting notice is dispatched via mail to shareholders at least 28 days before the meeting and is published in a newspaper for three consecutive days, at least 7 days in advance. This ensures that all shareholders receive accurate and sufficient information within an appropriate timeframe.

In the event that a shareholder is unable to attend the meeting in person, the Company provides the opportunity to appoint an independent director or any other person as a proxy to attend on their behalf. This can be done using the proxy form sent along with the meeting notice. The Company also provides comprehensive guidelines regarding the electronic meeting system (E-AGM), including descriptions of required identification documents or evidence for attendance, procedures for submitting documents and identity verification, and instructions on how to join the meeting via electronic media.

Both prior to and on the day of the shareholder meeting, the Company assigns staff and legal counsel representatives to verify the accuracy and completeness of proxy forms and supporting documents. Such documents include, for instance, copies of identification cards, passports, or government official identification cards for individual shareholders; and certificates of incorporation along with copies of identification cards of authorized directors for corporate shareholders. In years when the meeting is conducted via an electronic system (E-AGM), once the verification process is complete, the Company will send a Username, Password, and Web Link for system access to the shareholders and/or their proxies via email.

3.) To facilitate shareholders, the Company provides duty stamps free of charge for proxies or Independent Directors to be affixed to the proxy forms.

4.) The Company encourages all members of the Board of Directors and Chairpersons of all Sub-committees to attend the meeting, with the Chairman of the Board presiding over the session. Additionally, senior executives, external auditors (or their representatives), and legal advisors (or their representatives) are present to listen to opinions and collectively respond to any inquiries from shareholders.

5.) Before the commencement of the shareholders’ meeting, the Company informs the shareholders of the number and proportion of attendees, both in person and by proxy, to ensure that a quorum is constituted in accordance with the law. Additionally, the meeting facilitator explains the meeting procedures, as well as the voting and vote-counting methods for each agenda item. This includes specifying whether physical ballots or electronic systems are used, such as a Barcode system for onsite Annual General Meetings (AGM) or E-Voting for online AGMs (E-AGM). The meeting proceeds to consider and vote on each agenda item in the pre-determined order, without any sudden changes to significant information or additions of new agenda items. The Company ensures that all shareholders have equal rights to monitor its operations, ask questions, and express opinions or suggestions. Relevant directors and executives also attend the meeting to respond to shareholder inquiries.

In cases where the Company has more than one class of shares, the voting rights for each class are clearly disclosed. For instance, if the Company has only one class of ordinary shares, this section will be marked as “Not Applicable.” However, if there are other classes of shares besides ordinary shares, such as preferred shares, the Company will disclose the specific voting rights associated with each class.

6.) The Company provides additional channels for shareholders to access information via the Company’s website (https://origin.co.th/). All relevant news and details, particularly the notice of the shareholders’ meeting, are published in advance. This ensures that shareholders can conveniently and thoroughly download the agenda and supporting information.

7.) Following the meeting, the Company discloses the resolutions of the shareholders’ meeting along with the voting results on the next business day. This information is published on the Company’s website (https://origin.co.th/) and/or the Stock Exchange of Thailand’s website to ensure that both attending and non-attending shareholders are informed of the outcomes promptly and equitably.

8.) The Company ensures that the minutes of the shareholders’ meeting are recorded accurately, completely, promptly, and transparently. Key inquiries and significant opinions are documented for shareholder verification. The minutes include the full names and positions of the directors, members of sub-committees (specifically the Chairpersons of each sub-committee), and executives in attendance, notably the Chief Executive Officer (CEO).

The minutes also disclose that shareholders were given the opportunity to ask questions, with all questions and answers recorded. This includes the names of the enquirers and the respondents. In cases where a shareholder prefers to remain anonymous, the Company will record the entry as “an anonymous shareholder.” If no questions are raised, the minutes will state: “The Chairman provided an opportunity for inquiries, but no questions were raised,” to inform shareholders who were not present. Furthermore, the minutes will record whether or not there were any proposals for additional agenda items, pre-submitted questions, or director nominations prior to the meeting.

The Company clearly records the resolutions of the shareholders’ meeting along with the voting results for every agenda item requiring a vote. These records include the resolution for each agenda and the number of votes received, categorized into “Approve,” “Disapprove,” “Abstain,” and/or “Void” (as applicable).

Subsequently, the Company publishes the minutes of the shareholders’ meeting on its website for shareholders’ review. The minutes are also submitted to the Stock Exchange of Thailand (SET) within 14 days of the meeting date, as well as to other relevant authorities, such as the Ministry of Commerce, within the timeframe prescribed by law, notifications, or relevant regulations. Shareholders are entitled to review and request amendments to the minutes within 30 days from the date of publication. In the event of a request for amendment or addition, the Company will consider the request and notify the shareholder of the outcome accordingly.

9.) To enhance convenience for shareholders in receiving dividends (if declared), the Company facilitates dividend payments via bank transfer. This ensures that shareholders receive their dividends on time and mitigates risks such as damaged or lost checks, or delays in postal delivery.

The Company promotes and encourages shareholders to exercise their rights and refrains from any actions that would violate or infringe upon their fundamental rights.

For the year 2025, the Company held a total of one shareholders’ meeting via electronic media (E-AGM), utilizing the electronic meeting system provided by OJ International Co., Ltd. in accordance with the Emergency Decree on Electronic Meetings, B.E. 2563 (2020). Shareholders were able to register for the meeting and submit questions or suggestions throughout the session. During the said meeting, no additional agenda items were added beyond those specified in the notice, a fact which is disclosed in every set of minutes. Furthermore, the voting and vote-counting procedures were announced prior to the meeting. For each agenda item, the Chairman provided an equal opportunity for shareholders to ask questions or express opinions for no less than one minute before voting. The results for “Approve,” “Disapprove,” and “Abstain” were disclosed for at least one minute per agenda and recorded in the minutes.

Additionally, in the past year, the Company did not convene any meetings for debenture holders. In the event that a debenture holders’ meeting is held, the Company does not provide any incentives whether in the form of cash, gifts, or other benefits—to specific debenture holders to influence their voting in any particular direction.

8.3 Responsibility to the Shareholders

        The Board of Directors is responsible for overseeing executives and employees in order to ensure that they work with integrity and awareness in performing their duties with responsibility. That way the shareholders can trust and accept that every decision is made fairly and takes into account the interests of shareholders, both major and minor.

        Moreover, shareholders are able to exercise their right to maintain their benefits whether by giving comments or suggestions, and voting on key decisions. This includes the election of directors, the remuneration of directors, appropriation of profit and dividends which includes the appointment and remuneration of the auditor at the Shareholders’ Meeting, provided that the Company discloses correct information according to the facts that can be verified, and set the remuneration of directors. The Board of Directors shall propose to the shareholders to approve on a yearly basis and to present a policy on the remuneration of directors for consideration of the shareholders.

        In 2025, the Company had no record of non-compliance or violations regarding treasury stock regulations, any actions hindering communication between shareholders, or the non-disclosure of shareholder agreements. Furthermore, the Company was not subject to any fines, criminal complaints, or civil legal actions by regulatory authorities, such as the Securities and Exchange Commission (SEC) or the Stock Exchange of Thailand (SET), concerning the following matters:

1. Equitable Treatment in Share Buybacks: Ensuring all shareholders are treated fairly and equally regarding treasury stock programs.

2. Shareholder Communication: Any actions preventing or restricting shareholders from communicating with one another.

3. Disclosure of Shareholder Agreements: Failure to disclose shareholder agreements that significantly impact the Company or other shareholders.