Page 99 - Demo

Super Turtle Public Company Limited 972. Tendency on Entry into Related Party Transactions in FutureThe Company has a policy aimed at avoiding transactions with person who may have conflict of interest. However, the Company may need to enter into the related party transactions with interested person. Such instances could result from ongoing commercial contracts executed in the past transactions falling within the Company%u2019s normal course of business or supporting normal course of business. In this respect, the terms and conditions of such transactions must be general trade conditions with market prices, which can be comparable to transactions entered into with the third party.Persons with Conflict of Interest / Relationship TransactionsTransaction Value (THB million) Necessity and Rationale of Transactions 2024/25 2023 2022POVMajor shareholder and controlling person of the CompanyI n c o m e f r o m advance payment- - 0.02 The Company charged POV an expense incurred in delivering tender offer document (Form 24 7 -4 ) to the Company%u2019s shareholders, in which the Company made an advance payment, at a rate similar to what the Company paid to the securities registrar.VGIMajor shareholder and controlling person of the Company License fee in relation to the rights to manage a n d o p e r a t e commercial areas a n d ex p e n s e s relating to the said management347.04 304.35 136.88 VGI licensed the Company to manage and operate commercial areas on the SkyTrain stations. The Company, therefore, was required to pay license fee, including utility costs calculated on actual basis, to VGI. The license f e e payab l e to VG I was (a) reasonable because it determined based on the number of ridership at the average daily number per year and VGI%u2019s revenue derived from commercial areas business during the past 7 years, and (b) for the Company%u2019s maximum benefit because it enhanced the Company to operate its own retail shops and commercial areas business. With respect to expenses relating to commercial areas management, including cleaning, maintenance and improvement of commercial areas, they were reasonable in comparison to the service fee charged by other service provider as well as the expenses the Company would incur if the Company had to undertake the works itself.3. Summary of the Audit Committee%u2019 OpinionsThe Audit Committee conducted a review of related party transactions and those potentially involving conflicts of interest in 2024/25 and opined that the transactions were reasonable and necessary based on normal course of business; transparent with sufficient disclosure of information as if they were conducted with third parties; in compliance with relavent laws and regulations; and conducted with consideration maximising the Company%u2019s benefit.Related party transactions between the Company or its subsidiaries and a person who may have conflict of interest for the fiscal year 2024/25, the fiscal year ended 31 December 2023 and 31 December 2022 are as follows:Introduction Nature of Business Business Performance Corporate Information Corporate Governance Financial Report Attachment