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20 Feb 2025 12:34

Notification of the Board of Directors' Resolutions on the Dividend Payment and Schedule for the 2025 Annual General Meeting of Shareholders

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Letter No. : SorGor. 5/2568 Subject : Notification of the Board of Directors' Resolutions on the Dividend Payment and Schedule for the 2025 Annual General Meeting of Shareholders To : President The Stock Exchange of Thailand ______________________________________________________________________ Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 20-Feb-2025 Shareholder's meeting date : 24-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 06-Mar-2025 meeting Ex-meeting date : 05-Mar-2025 Significant agenda item : - Cash dividend payment - Changing / renewal of the term of the director(s) Venue of the meeting : The Bank will conduct the meeting via electronic means, in accordance with the Emergency Decree on Electronic Meetings, B.E. 2563 (2020), and other related laws and regulations. Agenda Item : 1 Agenda Detail : To acknowledge the Board of Directors' report regarding the Bank's operating results for the year 2024 Type : To acknowledge Board's Resolution : The shareholders' meeting should acknowledge the Bank's operating results for the year 2024, which will be presented at the meeting. Agenda Item : 2 Agenda Detail : To consider and approve the financial statements for the year ended December 31, 2024 Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the Bank's financial statements for the year ended December 31, 2024, which are shown in the Bank's 2024 annual registration statement/annual report (Form 56-1 One Report), have been audited by the Bank's auditor, PricewaterhouseCoopers ABAS Ltd., and reviewed by the Audit Committee Agenda Item : 3 Agenda Detail : To consider and approve the allocation of profit and dividend payment for the year 2024 Type : To Consider and approve Board's Resolution : The Bank has has a registered capital of Baht 10,478,762,930, and it has already allocated its profit as a legal reserve of Baht 1,047,876,293. This was up to the requirement as stipulated in the Bank's Articles of Association. As a result, there would be no allocation of the operating profit in 2024 as a legal reserve. The Bank achieved a net profit (attributable to the Bank's shareholders) of Baht 4,363,221,250 and Baht 5,030,748,570 from the separate and consolidated financial statements for 2024, respectively. The Board of Directors is of the opinion that the shareholders' meeting should consider and approve paying a dividend for the year 2024 to shareholders at the rate of 4.00 Baht per share, totaling Baht 3,334,672,295 (calculated from the number of shares after deducting the number of repurchased shares of 827,740,480 shares as of February 20, 2025), representing 76.43% of the net profit from the separate financial statements or 66.29% of the net profit from the consolidated financial statements for the year 2024. The Bank has paid an interim dividend for the operation in the first six months of 2024 to shareholders at the rate of Baht 1.25 per share, totaling Baht 1,058,385,975, on September 19, 2024, according to the resolution of the Board of Directors' meeting No. 9/2567 dated August 22, 2024. Therefore, if this shareholders' meeting approves the proposed dividend, shareholders will still receive the remaining amount of Baht 2.75 per share. The Bank sets the record date on which shareholders have the right to receive dividends on May 6, 2025, and the dividend payment will be made on May 22, 2025. Agenda Item : 4 Agenda Detail : To consider and elect directors to replace those who will retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : At present, the Bank has twelve directors. Four directors will retire by rotation at the 2025 Annual General Meeting of Shareholders: 1. Mr. Supol Wattanavekin Non-executive Director 2. Mr. Chalee Chantanayingyong Independent Director 3. Dr. Asoke Wongcha-um Independent Director 4. Ms. Thitinan Wattanavekin Executive Director The Bank has given shareholders the right to nominate qualified persons to be elected as the Bank's directors at the 2025 Annual General Meeting of Shareholders by announcing it through the channels of the Stock Exchange of Thailand. The Bank also published the criteria and methods for nominating directors on its website for three months, from September 1 to November 30, 2024. However, no shareholder has proposed a nominee. The Board of Directors, excluding the directors who have an interest in this matter, has agreed with the suggestion of the Nomination and Remuneration Committee, which has thoroughly considered the qualifications beneficial to the Bank's operation, the board structure according to the board skill matrix, and the director pool, which is disclosed on the Thai Institute of Director Association's website. The Nomination and Remuneration Committee is of the opinion that Mr. Supol Wattanavekin, Mr. Chalee Chantanayingyong, Dr. Asoke Wongcha-um, and Ms. Thitinan Wattanavekin, the four retiring directors, are fully qualified and do not have any prohibited attributes as defined in the legal provisions currently applied to the Bank. They have knowledge, competencies, and experiences in the related business operations of Kiatnakin Phatra Financial Group ("the Group"); have performed their duties with accountability and integrity; and have greatly contributed to the operations of the Group throughout their term. In addition, Mr. Chalee Chantanayingyong and Dr. Asoke Wongcha-um are also fully qualified according to the definition of independent directors, relevant laws, and criteria. They can also express their opinions independently. Thus, the shareholders' meeting should re-elect all four retiring directors for another term. The Bank of Thailand has already approved the re-election of the directors who are retiring by rotation and proposing to serve another term. Agenda Item : 5 Agenda Detail : To consider and approve the directors' remuneration Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the directors' remuneration as proposed by the Nomination and Remuneration Committee, which has thoroughly considered various factors, including the Bank's operating results, the comparison of directors' remuneration at other commercial banks with equivalent business size and structure, as well as business trends. Additionally, the committee has considered that the rates and components of directors' remuneration should reflect the value of the knowledge and competency of the directors, which helps the Bank and the Group achieve a sustainable business operation. Thus, the Board of Directors proposes to the shareholders' meeting that the bonus for performance in 2024 be approved for ten directors who are not employees of the Bank or the Group companies in the amount of Baht 13,100,000. Each director's proposed bonus decreased by 5% from the previous year. The shareholders' meeting should also approve the remuneration for directors, who are not employees of the Bank or the Group companies, for the year 2025 (excluding directors' bonuses), in a total not exceeding Baht 27 million. Such remuneration consists of monthly remuneration and attendance fees at the same rate as those of the previous year, as they are still appropriate and comparable to those of other commercial banks at the same level, as per the details shown below. Remuneration for directors - Chairman of the Board Baht 150,000 per month - Directors Baht 75,000 per month per director Remuneration for subcommittee members of the Audit Committee, the Nomination and Remuneration Committee, the Compliance and Governance Committee, the Risk Oversight Committee, the Executive Committee, the Investment Committee, and the Human Resource Management Committee in the form of an attendance fee where they attend - Chairperson of the Audit Committee Baht 75,000 per meeting - Chairperson of other subcommittees Baht 60,000 per meeting - Committee members Baht 40,000 per meeting per member. In the event that additional subcommittees are appointed, the Board of Directors can determine the remuneration for such subcommittee members, provided that the total remuneration does not exceed Baht 27 million, as proposed at the shareholders' meeting for approval. The above-mentioned remuneration rates shall remain effective until resolved otherwise by the meeting of shareholders. Agenda Item : 6 Agenda Detail : To consider and appoint auditors and fix their remuneration for the year 2025 Type : To Consider and approve Board's Resolution : The shareholders' meeting should approve the appointment of auditors from PricewaterhouseCoopers ABAS Ltd. as the auditors of the Bank for the year 2025, as recommended by the Audit Committee of the Bank together with other Audit Committees within the Group. The proposed auditors are Ms. Sinsiri Thangsombat, CPA License No. 7352; Mr. Paiboon Tunkoon, CPA License No. 4298; and Mr. Boonlert Kamolchanokkul, CPA License No. 5339. Also, the shareholders' meeting should approve the auditors' remuneration for the year 2025 at Baht 9,643,000, which decreases by 1.05% from the previous year of Baht 9,745,000. Other audit fees that may be incurred are at the discretion of management, as deemed appropriate. The proposed auditors are independent, possess international standard auditing skills and knowledge, and have experience in reviewing commercial banking and capital market businesses. They have already obtained approval from the Securities and Exchange Commission and the Bank of Thailand. Agenda Item : 7 Agenda Detail : Other matters (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 20-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 06-May-2025 dividends Ex-dividend date : 02-May-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 2.75 Par value (baht) : 10.00 Payment date : 22-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUPOL WATTANAVEKIN Position in company (1) : CHAIRMAN OF THE BOARD OF DIRECTORS Effective Date (1) : 01-Jan-2011 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss THITINAN WATTANAVEKIN Position in company (1) : DIRECTOR Effective Date (1) : 01-Jan-2011 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHALEE CHANTANAYINGYONG Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 22-Apr-2022 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 22-Apr-2022 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. ASOKE WONGCHA-UM Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 23-Apr-2024 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 23-Apr-2024 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. PAIBOON TUNKOON CPA License No. : 4298 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS SINSIRI THANGSOMBAT CPA License No. : 7352 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MR. BOONLERT KAMOLCHANOKKUL CPA License No. : 5339 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.Aphinant Klewpatinond ) Chief Executive Officer Authorized person to disclose information ______________________________________________________________________ Corporate Secretariat Department Telephone: 0-2495-1021-22 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. 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