Maybank Kim Eng Securities Thailand : Notice of 2023 Annual General of Meeting of Shareholders

NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF

MAYBANK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED

Tuesday, April 11, 2023 at 14.30 hrs

via electronic method (E-AGM)

Remark: The Company will hold the 2023 Annual General of Shareholder's Meeting via Electronic method channel only to provide conveniences for shareholders without travelling to join the AGM in person. Shareholders can join the AGM via electronic method by given instruction in this invitation letter

Table of Content

Supporting Documents for consideration of the agenda items of the 2023 Annual General Meeting of Shareholders

Page

o Notice of the 2023 Annual General Meeting of Shareholders

1

1. Supporting Documents for Agenda 4 re: To consider and appoint directors in place of those

retiring by rotation

(Attachment 1.)

20

1. Profile of the Independent Directors proposed by the Company to act as

proxy for shareholders

(Attachment 4.)

28

1. The 2022 Annual Report, 2022 Financial Statements for year-ended December 31, 2022 and auditor's report (in QR Code), including QR Code

Downloading Procedures

(Attachment 6.)

40

Supporting Documents for attending the 2022 Annual General Meeting of ShareholdersPage

1. The Company's Articles of Association regarding Procedures, Process and

Vote Casting for the Shareholders' Meeting

(Attachment 2.)

23

1. Identity verification and process to attend the 2023 Annual General Meeting of

	Shareholders via electronic method (E-AGM)	(Attachment 3.)	25
o	Proxy Form A	(Attachment 5.)	30
o	Proxy Form A	(Attachment 5.)	33
o Proxy Form C for Custodian	(Attachment 5.)	36

Ref. MST 23/2023

March 20, 2023

Subject: Invitation to attend the 2023 Annual General Meeting of Shareholders

To: Shareholders

Maybank Securities (Thailand) Public Company Limited

Attachments:

1. Supporting Documents for Agenda 4 re: To consider and appoint directors in place of those retiring by rotation
2. The Company's Articles of Association regarding Procedures, Process and Vote Casting for the
   Shareholders' Meeting
3. Identity verification and process to attend the 2023 Annual General Meeting of Shareholders via electronic method (E-AGM)
4. Profile of the Independent Directors proposed by the Company to act as proxy for shareholders
5. Proxy Form A/B / Proxy Form C (for Custodian)
6. The 2022 Annual Report, 2022 Financial Statements for year-ended December 31, 2022 and auditor's report (in QR Code), including QR Code Downloading Procedures

Notice is hereby given by virtue of resolution of the Board of Directors of Maybank Securities (Thailand) Public Company Limited, at its meeting No. 2/2023, held on February 17, 2023 to convene the Annual General Meeting of Shareholders of the year 2023 (the "Shareholders' Meeting") on Tuesday, April 11, 2023 at 14.30 hrs. The Shareholders' Meeting will be held via electronic method (E-AGM) pursuant to the Emergency Decree on Electronic Meeting B.E. 2563 (2020) to consider the following agenda:

Agenda 1 To acknowledge the report on the Company's performance the year 2022

Objective and Reason:The Chairman will summarize the Company's performance and important factors which had impacted the business and significant matters which had occurred in the year 2022 to the shareholders at the Shareholders' Meeting.

Board's Opinion:The Shareholders' Meeting is proposed to acknowledge the Company's performance and important factors which had impacted the business and significant matters which had occurred in the year 2022.

Resolution:This agenda is for acknowledgement, thus there will be no casting of vote.

Agenda 2 To consider and approve the Financial Statements and Auditor's report for the year ended December 31, 2022

Objective and Reason:To comply with Section 112 of the Public Limited Companies Act B.E. 2535 (1992), including its amendment thereof (the "Public Limited Companies Act") and Clause 50 and Clause 54 of the Company's Articles of Association, the Board of Directors is required to arrange for preparation of the Balance Sheet and the Profit and Loss Statement as of the end of the Company's fiscal year and submit them to the annual general meeting of shareholders for adoption. In this regard, the Company has prepared the financial statements for the year ended December 31, 2022 according to the generally accepted accounting principles. The financial statements for the year ended 31 December 2022 have been audited by the Certified Public Accountant and reviewed by the Company's Audit Committee with the details as shown in the Attachment 6.

Board's Opinion:The Company's financial statements for the year ended December 31, 2022 demonstrated reasonably accurate financial position and performance in accordance with the generally accepted accounting principles. Therefore, the

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Shareholders' Meeting is proposed to adopt the said financial statements which were already audited by the Certified Public Accountant and reviewed by the Company's Audit Committee. The summary of the Company's performance during the year 2022 is as follows:

	Unit : Million Baht
Total assets	24,228
Total liabilities	19,207
Total revenues	2,927
Net profit	628
Earnings per share (THB)	1.10

Details are as shown in the Company's Annual Report for the year 2022.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes (Clause 49.2 of the Company's Articles of Association).

Agenda 3 To consider and approve the appropriation of retained earnings and the distribution of dividend

Objective and Reason:Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535 (1992) and Clause 50 and Clause 57 of the Company's Articles of Association, the Company has to allocate a portion of annual net profit as a legal reserve in the amount of not less than 5% of its annual net profit, after net-off accumulated amount of brought forward loss (if any) until that legal reserve reaches a level of not less than 10% of the registered capital. Presently the Company has legal reserve at THB 286,125,000 which equals to 10% of the registered capital. Hence, the Company is not required to allocate annual net-profit to be a legal reserve.

In this regard, it is the Company's policy to propose dividend payment to the Shareholders' Meeting at the rate not less than 40% of each year's net profit, except in case the Company needs to set aside a larger budget for business expansion or other significant activities. However, such dividend payment is subject to the approval of the Shareholders' Meeting. The Board of Directors may decide to pay interim dividend to its shareholders and must be reported to the shareholders in the next meeting of shareholders.

The Company has the net profit as at 31 December 2022 of the Financial Statement of 628 Million Baht and considering the Section Law 115 of the Public Limited Company Act B.E. 2535 (1992) and Clause 56 of the Company's Articles of Association, the Board of Directors hereby endorsed to propose to Shareholders' Meeting to approve the dividend payment to shareholders of additional 0.61 Baht from the net profit. Thus, the dividend payment is the extra payment from the interim dividend payment which was approved by the Board of Directors of 0.33 Baht from the net profit from 1 January 2022 to 30 June 2022 which was paid to shareholders on 26 September 2022.

The total dividend payment for FY2022 equals 0.94 Baht per share from the net profit of 1 January 2022 to 31 December 2022 or 85% of the Company's net profit for FY2022 which is in accordance with the Company's dividend policy.

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Information on dividend payment

	Fiscal Year	2022	2021		2020
	Net Profit (Million Baht)	628.23	760.79		484.45
	Legal Reserve (Million Baht)	-	-		-
	Treasury Stocks Reserve (Million Baht)	-	-		-
	No. of shares as of December 31		570,814,500
	(Net-off treasury stocks)
	-Interim dividend (Baht)	0.33	0.48		0.10
	-Additional dividend (Baht)	0.61	0.48*		0.50
	Whole year dividend (Baht per share)	0.94	0.96		0.60
	Pay-out ratio (% of net profit)	85	72		71
	Dividend payment amount (Million Baht)	536.57	547.98		342.49

*The Dividend Payment and whole year dividend (Baht Per Share) are subject to approval from 2023 Annual General Shareholder's Meeting.

Board's Opinion:The Board has recommended for legal reserve and to pay the dividend for the operating result for FY2022 and approved to pay the dividend to shareholders for additional 0.61 Baht per share (the net profit from January 1 to December 31, 2022). The total dividend for 2022 is 0.94 Baht per share or the pay-out ratio is 85% of the net profit. The Board of Directors has approved for resolution to pay interim dividend for 0.33 Baht per share and already paid on September 26, 2022 resulting to additional dividend for shareholders of 0.61 Baht per share which comply with the Company's dividend policy of not less than 40% dividend payment of the net profit after legal and other fund reserve deductions. Each year of dividend payment is based on investment plan, the necessities and other future plans. Past dividend is not the future dividend payment.

The structure of profit appropriation and dividend payment as of 31 December 2022 are as follows:

		Unit : Million THB
	Details of profit appropriation	2023
	(year of proposal)
	Legal Reserve*	-
	Dividend payment in rate of THB 0.94 per share	Not more than THB 536.57 million
	*Since the Company has sufficient legal reserve.

The above additional dividend will be paid to the shareholders who were entitled to receive the dividend on April 24, 2023. The record date of the shareholders who were previously entitled to receive the dividend was on March 7, 2023. However, the dividend payment is subject to the resolution of the Shareholders' Meeting.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes. (Clause 49.2 of the Company's Articles of Association)

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