Maybank Kim Eng Securities Thailand Public : Minutes of Annual General Meeting of Shareholders 2022

MINUTES OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

VIA ELECTRONIC METHOD (E-AGM)

OF

MAYBANK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED

Time and Place

The Annual General Meeting of Shareholders via electronic method (E-AGM) was held on April 11, 2022 at 14.30 hrs. at The Offices at Central World, 20th Floor, 999/9 Rama 1 Road, Pathumwan, Bangkok 10330.

Preliminary Proceeding

Dr. Areepong Bhoocha-oom presided over the meeting with the following directors. There were 6 of 6 members on the Board of Directors or 100 percent as a quorum in accordance with Company's Articles of Association, relevant rules and regulations on e-Meeting and auditor in attendance:

Name	Position
1. Dr. Areepong Bhoocha-oom	Chairman of the Board, Independent Director,
Member of the Audit Committee, Member of the
Nomination and Remuneration Committee and
Chairman of Good Corporate Governance
Committee
2. Ms. Sopawadee Lertmanaschai	Independent Director, Chairman of the Audit
Committee, Chairman of the Nomination and
Remuneration Committee and Member of Good
Corporate Governance Committee
3. Mr. Hans Johan Patrik Sandin	Independent Director and Member of the
(attended meeting via electronic	Audit Committee
method from HongKong)
4. Mrs. Hamidah Binti Moris	Director, Authorized Director, Member of the
(attended meeting via electronic	Nomination and Remuneration Committee,
method from Malaysia)	Member of Good Corporate Governance Committee
5. Mr. Arapat Sangkharat	Executive Director, Authorized Director and Chief
Executive Officer
6. Mr. Ricardo Nicanor Jacinto	Independent Director and Member of the Audit
(attended meeting via electronic	Committee, and Member of Good Corporate
Method from Philippines)	Governance
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Company's Auditor:

1. Ms. Ratana Jala

Certified Public Accountant, EY Office Limited.

The Chairman informed the meeting regarding reasons and necessity as to the absence of the following directors who were unable to attend the meeting due to their prior engagement.

In addition, the Chairman introduced the Management as follows:

• 1. Ms. Areeya Kanchanabat

• 2. Mr. Thanyaraj MeenanantEVP, Head of Finance SVP, CEO Office

The Chairman assigned Miss Panut Javalkul, the Corporate Secretary announced that there were 4 shareholders were present in person and 26 shareholders were present by proxy, totaling of 30 shareholders/proxies representing 476,391,390 shares, equivalent to 83.45% of the total shares of the Company. A quorum was, therefore, constituted in accordance with Clause 47 of the Articles of Association of the Company.

The Corporate Secretary declared the meeting duly convened and explained the voting procedures for each agenda as required by the SET's regulation on shareholders' meeting of the

listed companies as well as rules and regulations on e-Meeting as follows:

Procedures for Vote Counting and Report on Voting Results

Voting Process

• 1. The voting in each agenda would be proceeded openly, when it came the casting the vote time, the Company would notify the shareholders and open the DAP e-Shareholder Meeting for each agenda so that the shareholders could go back to the system to vote; and

• 2. The Shareholders or proxies could vote for each agenda by choosing one from three

  choices: "For" or "Against" or "Abstention". The vote casting could not be done in parts (except for the voting which was made by custodian); and

• 3. Any shareholders who failed to cast their votes in the program or failed to submit their votes into the system would be assumed to have approved (for) the agenda item as proposed by the Chairman.

Rules for Vote Counting

• 1. The voting should be based on the one share one vote basis and the majority of votes should be deemed as criteria to obtain the resolution except as stated otherwise by laws. In the event of an equality of vote, the Chairman should be entitled to a second or casting vote in addition to those votes as a shareholder;

• 2. For the vote counting in each agenda item, "Against" and/or "Abstention" votes should be deducted from the total number of votes casted by the shareholders presenting at the Meeting. The shareholders who presented in the Meeting and do not cast their votes should be deemed as the approval (for) votes, provided that this had included those votes of shareholders by proxies casted in their respective proxy forms, which were previously recorded upon the registration; and

• 3. The voting results would be announced for votes as "For" "Against" or "Abstention". In each agenda item, the quorum would be based on the latest number of shares held by those presenting at the Meeting. For the purpose of transparency, the system would not be able to make any changes retroactively after the closure for vote processing in each agenda. If the vote processing was longer than usual in an agenda, the Company would immediately proceed to the following agenda for expedition, and the result of previous agenda would be immediately informed to the Meeting once available.

Expressing Opinions and Asking

The shareholders who wished to make inquiries or express their opinions could ask questions and share opinions in two period of time: (i) during each agenda and (ii) after the end of the meeting.

In this regard, if a shareholder wished to make inquiries or express their opinions, it was informed that the shareholders to type in the message box below the page and press "Send" in blue sign and then press "Send" in yellow sign to send questions and opinion. The questions would be sent to a queue whereby the Company would pass the questions to the Management to answer the questions. The Company reserved the right to take any appropriate action to ensure that the Meeting was concise and effective.

The Corporate Secretary also informed the Meeting of the Company's compliance with the Corporate Governance Code (CG Code) in the following issues:

• - The Company allowed shareholders to propose additional agenda prior to this shareholders' meeting.

• - The Company allowed shareholders to nominate qualified candidates to be elected in place of the directors who would be retired by rotation this year.

For the two above-mentioned issues, the shareholders were able to submit them to the Company's Board of Directors for consideration from November 14, 2021 until January 31, 2022. However, none of the shareholders proposed any agenda or nominate any candidate.

The Company made a statement that the system employed in the 2022 Annual General Meeting of Shareholders by electronic method (E-AGM) was operated by Digital Access Platform Company Limited (the subsidiary of Stock Exchange of Thailand), which had undertaken an assessment of conference control system by the service provider in accordance with the Notification of the Ministry of Information and Communication Technology Re: Standards for Electronic Conferencing Security B.E. 2557 (2014).

In order to have an independent person to witness the vote counting, the Chairman assigned the Corporate Secretary to inform the shareholders to send a representative to be such independent person. As such, the meeting of shareholders selected Mr. Pokpak Thongpakdee, a legal representative from FBLP Law, who had no both connected with Company to be their representative to witness the vote counting.

Before proceeding with the Meeting, the Corporate Secretary informed the meeting that the shareholders may ask any question for each agenda but the question should be relevant to such agenda item in order to save time.

Before the meeting started, the Corporate Secretary informed the meeting that the Company had been certified as a member of the Collective Action Coalition Against Corruption ("CAC") on May 21, 2016 and recertified on May 22, 2019.

The Chairman then proceeded with the following agendas:

Agenda 1

To acknowledge the report on the Company's performance the year 2021

The Chairman invited Mr. Arapat Sangharat, Chief Executive Officer, to report on the Company's performance for the year 2021 to the Meeting to acknowledge the same. Details of the performance were as shown in the 2021 Annual Report which was sent to all shareholders along with the invitation letter of the Meeting.

Mr. Arapat Sangkharat, Chief Executive Officer, reported that there would be three parts for Agenda 1; 2021 Company Performance, the 2022 Strategy and ESG initiatives. He then assigned Ms. Areeya Kanchanabat, Executive Vice President and Head of Finance to report the Company Performance FY2021 as follows.

2021 Performance

Company's financial position for the year 2021 was strong, maintained consistently on shareholders' equity and business capability on securities business as follows:

•  Revenue: In 2021, the company had the revenue from brokerage both from securities brokerage and investment banking with the increase of 27% in total revenue from THB 2,818 Million in 2020, to THB 3,593 Million in 2021.

•  Expense: In 2021, the company had the expense increase by 19% from the investment of expanding business and staff hiring from THB 2,218 Million to THB 2,643 Million. However, the expense in 2021 had been increased, the ratio between the revenue and expense of the company became lower than previous year with 79% in 2020 to 74% in 2021. The reason came from the increase of the productivity of the organization.

•  Net profit: In 2021, the net profit of the company increased from 2020 due to the increase of the revenue and the efficiency of expense control. This had made the company's net profit increase from THB 484 Million in 2020 to THB 761 Million in 2021.

•  Assets: The total asset of the company increase 43%. The total asset increased from THB 19,086 Million in 2020 to THB 27,354 Million in 2021.

•  Liabilities: The liabilities. As of 2021, the company had liabilities of about THB 27,354 Million. The total liabilities increased 56% from the increase of loan to accommodate the increase of the transactions. Also, this included the increase of the securities business creditors from the trading volume. The ratio of the owner was still close to same level.

Mr. Arapat Sangkharat, Chief Executive Officer, reported the Company Strategy in FY2022 as follows:

Company Strategy in 2022

•  The proportion of the investors in the SET

  The proportion of the retail investors increased significantly in 2021 when compared to institutional investors. The value of the trading volume of the retail investors had increased with THB 44,000 Million per day in 2021 or 47% increase from previous year. The High Frequency Trading (HFT) has now become the emerging trend which affects the number of retail investors in the market to decrease.

  At present, new investors which are accounted for 78% are young generations who are interested in both onshore and offshore products with the varieties to choose.

  In addition, the online channel has become most popular with the significant increase from 80% in 2018 to 98% in 2021 of the total transactions in the market.

Other Company Strategy in 2022

The Company aims to continue to transform from "Trading" to "Investing" and "Digital Transformation" in order to cover the new retail investors who are young generation by following activities.

•  Developing new platform to offer investment knowledge and products with greater varieties which meets the lifestyle and investment objective of the investors.

•  Expanding the products and services and offering the financial planning which covers both Thai and overseas markets with portfolio allocation.

•  Creating new brand which is striking and reach the new investors who are young generation.

Mr. Arapat, Sangkharat further added that the Company has revamped and equipped with the new team of Management who has solid backgrounds to accommodate the expanding future business in diverse business fronts as follows.

•  Securities Brokerage and Institutional Brokerage Service

  • o Developing High Frequency Trading ("HFT") and Direct Market Access ("DMT") to accommodate global service for customers.

•  Investment Banking and Debt Capital Markets Business

  • o Focusing on IPO in large scale company, good fundamental or mutual funds/trust with stable return of investments.

•  Derivative Warrant Business

  • o Offering the structure product and derivative warrants.

•  Technology and Innovation

  • o Building new talents to serve the business expansion in the digital investment era.

Mr. Arapat Sangkharat assigned Mr. Thanyaraj Meenanant, Senior Vice President, CEO Office to report to the shareholders on Corporate Social Responsibility and Anti-Corruption activities.

Mr. Thanyaraj reported that the Company emphasized the business operation under ESG (Environmental Social Governance) principle with the sustainable business management with care on the society, environment and good governance as followings.

•  Being certified as a member of the Collective Action Coalition Against Corruption ("CAC") on May 21, 2016 and recertified on May 20, 2019.

•  Maybank Group has mandated to commit to 4 main activities in the ESG initiatives in order to be the ESG leader among the financial institutions in ASEAN by 2025. The 4 commitments are 1. To generate the revenue from ESG stocks with RM 50,000 Million in 2025 2. To improve the quality of life for 1 Million households in 2025 3. To be the Net Zero Carbon Equivalent Company in 2050. 4. To spend 1 Million hours to sustainable living in 2025 and pass on 1 Million ESG projects to local communities.

•  The set-up of the executive committee ("EXCO") to drive and push forward the ESG strategies in business operation of the Company.

•  The key success indicator in terms of revenue, the Company aims to generate the revenue from underlying ESG stocks of more than 40% of the total transactions.

•  Other key success indicators includes the IB&A ESG-linked transactions of Eastern Power Group PLC in refinancing the Wind Farm investment in Vietnam.

•  Implementation Roadmap during 2021 - 2022 includes the ESG model portfolio building, adding the section /flag ESG into online channel, increase ESG products with more ESG research themes.

•  In 2021, the Company has firm commitment to be the ESG thought leadership with emphasis on the Society, Community and Environment which reflects in the CGR assessment from the Institute of Thai Directors as "Excellent" in third consecutive years and also commits in contributing back to the local community by donating the old computers to the Mirror Foundation to pass to the underprivileged children and partnering with ASCO to buy the oxygen building equipment for the COVID-19 critical patients.

After that, the Chairman asked if any shareholder would like to ask or comment.

There was no question or comment from the shareholders and proxies. The Chairman then asked the meeting to acknowledge the Company performance for 2021.

Resolution: That the Meeting acknowledged the Company's performance for 2021 as reported by the Deputy CEO.