Notice for the 2021 Annual General Meeting of Shareholders Muang Thai Insurance Public Company Limited Wednesday 28 April 2021 at 10.00 hrs. At Muang Thai Life Assurance Auditorium Building 250 Rachadaphisek Road, Huay Khwang, .

The Meeting Registration starts from 08.00 hrs.

and will be close immediately after the last agenda that requires the resolution from the Meeting has finished. Please present the registraton form with printed barcode to the staff on the meeting day.

No gift distribution to be accordance with the Anti-Corruption Policy and the Good Corporate Governance Practice in reducing/prohibiting souvenir distribution at the General Meeting of Shareholders. However, the Company still provides a snack set for the attending shareholders or proxies (1 set / person).

Guidelines for Attending Meetings, in regards to the outbreak of the Novel Coronavirus 2019 (COVID–19)

Due to the spread of the new Coronavirus 2019 (COVID–19), the Company concerns of the situation and would appreciate your cooperation to follow the Meeting Guideline as below;

1. Shareholders who are at high-risk of contracting the Covid-19, for example, had recently travelled to high-risk countries, or suffer from any respiratory symptoms, are advised to send proxies or nominate the Company’s Independent Director as alternative proxies to attend the Meeting and vote on their behalf, via the Company’s address (on the invitation letter). 2. The Company will set up a screening station at the main entrance of the Meeting room. In situations where a person at risk is found, the Company reserves the rights to refuse the entry of such person, in which case a representative may be sent to attend the meeting on behalf.

Thank you for your cooperation and understanding on this matter.

CSO. 005/2021

April 7, 2021

To: Shareholders of Muang Thai Insurance Public Company Limited

Subject: Invitation to the 13th Annual General Meeting of Shareholders for the year 2021

Attachments: 1. Copy of the minutes of the 12th Annual General Meeting of Shareholders for the year 2020. (Attachment to Agenda 1) 2. Annual Report (One Report for the year 2020 in QR Code format) and Summary of Financial Statement as of 31 December 2020. (Attachment to Agenda 2 and 3) 3. Profile of the proposed directors to replace those who are retiring by rotation and new director to be elected. (Attachment to Agenda 5) 4. Profile of the nominated auditors for the appointment of Company’s auditors for the year 2021. (Attachment to Agenda 7) 5. Profile of the Independent Directors who are designated as proxy for shareholders and definition of Independent Director. 6. The Company’s Article of Association concerning the Shareholders’ Meeting. 7. Registration, evidence of the right to attend the meeting, methods of proxy and voting in the 13th Annual General Meeting of Shareholders for the year 2021 8. Map for venue of the 13th Annual general Meeting of Shareholders for the year 2021 9. Registration Form (Please present this form at the registration desk on the meeting date) 10. Guideline for attending the Annual General Meeting of Shareholders 11. Proxy Form B. 12. Reply Paid envelope

The Board of Directors of Muang Thai Insurance Public Company Limited (“the Company”) had resolved to call for the 13th Annual General Meeting of Shareholders (AGM) for the year 2021 on Wednesday, April 28, 2021 at 10.00 Hrs., at Muang Thai Life Assurance Auditorium, No. 250 Rachadaphisek Road, Huay Kwang, Bangkok, for consideration of the following agendas:

1 of 7

Agenda 1 To certify the minutes of the 12th Annual General Meeting of the Shareholders for the year 2020 Rationale & Objectives The Company’s 12th Annual General Meeting of Shareholder for the year 2020 was held on May 28, 2020. The minutes of the meeting was completed within 14 days after the meeting and submitted to the Stock Exchange of (SET), the Office of Insurance Commission (OIC) and the Ministry of Commerce within the timeframe prescribed by laws. It was also disclosed in the Company’s website, details of which are shown in Attachment no. 1. The Board’s Opinion It is deemed appropriate to propose the AGM to certify the minutes of the 12th Annual General Meeting of the Shareholders for the year 2020 held on May 28, 2020, which the Board of Directors had the opinion that the minutes was recorded completely and accurately. Required votes for agenda approval Majority vote of shareholders who attend the meeting and cast vote.

Agenda 2 To acknowledge the performance of the Company for the year 2020 Rationale & Objectives The Company had prepared the Performance Report for the year 2020 per the details in Annual Report of 2020 and summary of the Financial Statement per Attachment no.2. The Board’s Opinion It is deemed appropriate to propose the AGM to acknowledge the performance of the Company for the year 2020. This agenda is for acknowledgement, therefore, voting is not required.

Agenda 3 To consider and approve the statement of financial position and the statement of comprehensive income for the year ended 31 December 2020 Rationale & Objectives In compliance to Article 112 of the Public Companies Limited Act B.E.2535 and the Company’s Article of Association Clause 42 which require the Board of Directors to have the statement of financial position and the statement of comprehensive income prepared for the accounting year of the Company and presented to the AGM for consideration and approval. Such information is shown on the Annual Report of 2020 and summary of Financial Statement which had been reviewed by the Audit Committee and audited by the SET authorized auditor, details of which are shown in Attachment no.2. The Board’s Opinion It is deemed appropriate to propose to the AGM to consider and approve the statement of financial position and the statement of comprehensive income for the year ended December 31, 2020 which had been reviewed by the Audit Committee, audited by the auditor and certified by the SET. The financial position and performance of the Company in 2020 can be summarized as follows: Unit: Baht 2020 2019 Total Assets 25,585,326,797 23,207,352,194 Total Liabilities 20,156,776,300 17,639,787,452 Underwriting Income, Investment Income and Other Incomes 9,895,827,464 9,095,615,564 Net Profit 590,903,204 425,836,399 Earnings per share 10.02 7.22 Required votes for agenda Majority vote of Shareholders who attend the Meeting and cast vote

2 of 7

Agenda 4 To consider and approve profit allocation and dividend payment for the performance to the year 2020 Rationale & Objectives In compliance with the Public Limited Company Act B.E.2535, annul net profit of the Company retained as a capital reverse shall not less than 5% of net profit in that year, deducted by the accumulated loss (if any). Such capital reverse shall not less than 10% of registered capital. In 2020, the Company did not set any capital reserve since the reserve has been fully set according to the law. Moreover, the dividend payment policy of the Company has stipulated that the Board of Directors may consider paying the annual dividend of the Company with approval from the AGM. Besides, the Board of Directors may consider to pay the interim dividend occasionally and report to the AGM for acknowledgement as stipulated by law. However, the dividend payment will depend on the profit, investment plan, related laws and related important business considerations. According overall performance and financial status, the Company had net profit for the year 2020 of THB 590.9 Million, so the AGM is proposed to approve paying dividend to the shareholders of THB 4.51 per share, totaling THB 266.09 Million. In order to comply with Public Limited Company Act B.E.2535, such dividend payment shall be approved by the AGM. Comparison of dividend payment in the past years is as follows: Unit: Baht Dividend Payment 2020 2019 Net profit per year 590,903,204 425,836,399 Net profit per share 10.02 7.22 Number of shares (share) 59,000,000 59,000,000 Dividend payment per share 4.51 2.90 Total dividend payment 266,090,000 171,100,000 Rate of dividend payment per net profit per year (%) 45% 40%

The Board’s Opinion It is deemed appropriate to propose to the Annual General Meeting of Shareholders to consider and approve dividend payment as follows:  No capital reserve since the reserve has been fully set according to the law.  Dividend payment from the operating performance for the year 2020, paid from Company’s net profit of 2020 at THB 4.51 per share, totaling THB 59 Million shares for total amount of THB 266.09 Million to be paid on May 13, 2021 to Shareholders of record on March 10, 2021. However, the rights to receive dividend is uncertain since it shall be approved by the AGM no.13/2021. The dividend payment is based on the Company’s dividend payment policy. Required Votes for agenda approval Majority vote of shareholders who attend the meeting and cast vote

Agenda 5 To consider and approve election of the Directors to replace those who retire by rotation and election of new director. Rationale & Objectives In compliance to Article 71 of the Public Limited Company Act B.E.2535 and the Company’s Article of Association Clause 16 which require one-third (1/3) of the directors to retire by rotation at every

3 of 7

Annual General Meeting of Shareholders. As the AGM No.13/2021, there are 6 directors due to retire by rotation and election of new director. 5.1 To consider and approve election of the Directors to replace those who retire by rotation. There are 6 directors as follows. 1. Mr. Photipong Lamsam Chairman 2. Mrs. Sujitpan Lamsam Vice Chairman 3. Mr. Jingjai Hanchanlash Vice Chairman 4. Mr. Frank Johan Gerard Van Kempen Director 5. Mr. Pravej Ongartsittigul Independent Director 6. Mr. Boonchai Chokwatana Independent Director and Member of the Nomination and Remuneration Committee As for the nomination of directors, the Company has opened for the shareholders to nominate persons who are qualified and have no disqualification to be considered for election as the Company’s directors under the criteria stipulated on the Company’s website and through SET News Platform to be accordance with the good corporate governance principles of listed companies. However, when the specified period for nomination has expired, none of the shareholders has nominated any persons to be considered for election as a director. The preliminary information of those directors proposed for the election and the definition of the independent director, details of which are shown in Attachment no.5 5.2 To consider electing new director, namely Mr. Kumpol Sontanarat. This will increase numbers of the director to from 15 to 16 Directors. The Nomination and Remuneration Committee’s opinion, excluding opinion of the directors with interest after considering the qualifications of 6 directors who retired by rotation in the AGM No.13/2021, they had the opinion that 6 directors are qualified according to Section 68 of the Public Limited Company Act and have no disqualification to be elected as the Company’s directors according to the regulations of the Office of the Securities and Exchange Commission (“SEC”) Moreover, they have knowledge, ability and experiences which are beneficial to business operations and valuable to the Company. Also in the past, they had performed their duties as the Company’s directors and member of sub-committees very well. Therefore, it is deemed appropriate to propose the AGM to consider and approve the re-election of 6 directors to be the Company’s directors and members of sub-committees for another term. Moreover, The Nomination and Remuneration Committee see as appropriate to propose the AGM to consider and elect the new director, increasing numbers of the director to from 15 to 16 directors, namely Mr. Kumpol Sontanarat to be an Independent Director and members of various sub-committees, who is not authorized to sign on behalf of the Company. The profiles of directors proposed for the election and the definition of the Independent Director are shown on Attachment no.5 The Board’s Opinion The Board of Directors, excluding directors with interest, had independently considered the proposal and agreed that all 6 directors had passed the scrupulous screening process of the Board of Directors according to the rules and procedures to ensure that the nominated persons are qualified for the Company business operation. As they are fully qualified according to Section 68 of the Public Limited Companies Act and do not have prohibited characteristics to be appointed as company directors in accordance with the SEC regulations.

4 of 7

Therefore, the Board of Directors had a resolution to approve the matter per the proposal of the Nomination and Remuneration Committee, in order to further propose to the AGM No.13/2021 to re-elect the 6 directors who retire by rotation to be the directors and member of sub-committee of the Company for another term. In addition, the AGM is proposed to elect 1 new director, increasing numbers of the director to from 15 to 16 directors, namely Mr. Kumpol Sontanarat to be an Independent Director and members of various sub-committees who is not authorized to sign on behalf of the Company per the proposal of the Nomination and Remuneration Committee. Also, the AGM is proposed to approve to assign related parties authorized by the authorized directors to proceed the registration of new director with the government offices or regulators and/or proceed other actions as appropriate and necessary in order to complete this registration process. Required votes for agenda approval Majority vote of shareholders who attend the meeting and cast vote.

Agenda 6 To consider the remuneration for the Directors for the year 2021 Rationale & Objectives The Nomination and Remuneration Committee has thoroughly considered the remuneration for the directors based on the rules and remuneration procedures, by taking into account the appropriation and commensuration with assigned duties and responsibilities of directors and business performance of the Company, as well as being accordance with general condition of the market in the same industry. Therefore, the Committee sees it appropriate to set the remuneration as follows. Details of the remuneration 2021 2020 1. Retainer fees for board of directors and meeting allowance fees for the committees 1.1 Retainer fees for Board of Directors (Baht/Person/Month) -Chairman 60,000 50,000 -Vice Chairman/Chief Executive Officer / President 50,000 40,000 -Director 40,000 30,000 1.2 Meeting allowance fees for the Committees (Baht/Person/Meeting) Audit Committee -Chairman 40,000 30,000 -Director 30,000 20,000 Nomination & Remuneration Committee -Chairman 40,000 30,000 -Director 30,000 20,000 Retainer fees for the Board of Directors and meeting allowance fees for the Committees to be paid at the increased rate as the year before. 2. Bonus for the Directors (Baht) 8,000,000 6,000,000 (Paid from performance in 2020) (Paid from performance in 2019) Bonus for the Directors paid at the increased rate as the year before in the amount of THB 2,000,000. - Any other benefits -No-

5 of 7

The Board’s Opinion The Board of Directors, through the recommendation from the Nomination and Remuneration Committee, had considered and approved the proposed remuneration in accordance with the rules and remuneration procedures and had the resolution to propose the remuneration for the year 2021 to the AGM for approval. Required votes for agenda approval Votes of not less than two third (2/3) of the total votes of the shareholders who attend the meeting.

Agenda 7 To consider and appoint the auditor and to determine the audit fees for the year 2021 Rationale & Objectives In compliance to the Public Company Limited Act B.E. 2535, Section 120 and the Company’s Article of Association Clause 43 which require the AGM to appoint the Auditor and to determine the audit fees of the Company on an annual basis. The Audit Committee’s opinion The Committee considered to propose the appointment of auditors and determine the audit fees for the year 2021, with the opinion that the Auditors of EY Office Limited are independent, qualified and able to perform their duties with responsibility with no relationship or interest with the Company, executives, major shareholders or any related persons of aforementioned persons. Therefore, the Board of Directors meeting was proposed to appoint the Auditors and determine the audit fees for the years 2020 in order to further propose to the AGM with following details: Auditors C.P.A. Registration No. No. of years of signing to certify Company’s Financial Statement 1. Miss Narissara Chaisuwan 4812 -2- 2. Miss Rachada Yongsawadvanich 4951 -2- 4. Miss. Ratana Jala 3734 -2- A total audit fee for the year 2021 is THB 2,900,000. One of the aforementioned Auditors will audit and express opinion on the Company’s financial statement, in the event those auditors are unable to perform their duties, EY Office Limited is authorized to assign another of its auditors to perform the audit and express opinions on the company’s financial statements in their place. Details of the audit fees are as follows: Audit fees (THB) 2021 2020 Change - To audit the annual financial statements 1,570,000 1,470,000 100,000 - To review the interim financial statements 750,000 750,000 - Total audit fees 2,320,000 2,220,000 100,000 Non audit fees (THB) - To review the Risk-Based Capital report for the six-month period to be 200,000 200,000 - submitted to the Office of Insurance Commission - To audit the Risk-Based Capital report for the year for annual 380,000 380,000 - submission to the Office of Insurance Commission Total non-audit fees 580,000 580,000 - Total 2,900,000 2,800,000 100,000

6 of 7

The Board’s Opinion It is deemed appropriate to propose to the AGM to appoint Miss.Narissara Chaisuwan, Certified Public Accountant Registration No. 4812 and/or Miss Rachada Yongsawadvanich, Certified Public Accountant Registration No.4951 and/or Miss Ratana Jala, Certified Public Accountant Registration No.3734 of EY Office Limited as the Company’s auditor for the year 2021 with annual audit fees in the total amount of THB 2,900,000, which is higher than the fees in 2020 of THB 100,000 or 3.6%. It is specified that one of the aforementioned auditors will audit and express opinion on the Company’s financial statement. In the event those auditors are unable to perform their duties, EY Office Limited is authorized to assign another of its auditors to perform the audit and express opinions on the Company’s financial statements in their place. Required votes for agenda approval Majority vote of shareholders who attend the meeting and cast vote

Agenda 8 To acknowledge the Company’s policies and business plan in the future Rationale & Objectives To allow the Shareholders to acknowledge the policies and the business plan of the Company in the future. The Board’s Opinion It is deemed appropriate to let the AGM to acknowledge the policies and the business plan of the Company in the future.

Agenda 9 Other Business (if any)

The Company would like to invite the shareholders to attend the meeting on date, time, and venue indicated above. The registration for the Meeting will start at 8:00 Hrs. onwards. The Company opens for shareholders to submit questions in advance. The shareholders who have the inquiries related to any agenda of the General Meeting of Shareholders are able to send the inquiries in advance through a registered mail to the Company Secretary Office of Muang Thai Insurance Public Company Limited, 252 Rachadaphisek Road, Huay Kwang, Bangkok 10310 or email: [email protected] within April 20, 2021 Please specify your name, address and telephone number for the Company to contact back. The Company Secretary Office will collect all inquiries submitted to the Chairman of the Board of Directors for consideration and answer the inquiries submitted in advance on the meeting day. For quick and convenient registration process, the shareholder and proxy who are going to attend the meeting should bring and complete the Attachment no.9 form along with the required documents as stated in Attachment no.7 and this invitation for meeting to present at the registration desk before attending the meeting. If the shareholder cannot attend the meeting and intend to assign someone else to attend this the AGM on behalf, please complete the proxy form Attachment no.11 with this invitation and kindly send it together with the required documents, using the attached replied envelope, to the Company in advance to ensure it will arrive at the Company at least 3 days prior the meeting date. Additionally, the Company also facilitated the proxies in registration to attend this Meeting as well.

Yours Faithfully

(Mrs. Nualphan Lamsam) President and Chief Executive Officer

7 of 7

Attachment 1 Reference Memorandum for Agenda 1

Minutes of the Annual General Meeting of the Shareholders No. 12/2020 of Muang Thai Insurance Public Company Limited (the “Company”) Thursday, 28th May 2020 At Charoenkrung Room, 2nd Floor, Muang Thai Life Assurance Auditorium, No. 250 Rachadaphisek Road, Huay Kwang, Bangkok 10300

The Meeting commenced at 10.10 hrs. Mr. Photipong Lamsam, Chairman, presided over the Annual General Meeting of the Shareholders as the Chairman. (“The Chairman”) The Chairman then welcomed the shareholders who attended the Meeting and informed the Meeting that there were 44 shareholders attending in person, equivalent to 3.4082% of the total shareholders, and 68 shareholders attending by proxy equivalent to 5.2672% of the total shareholders. In total, there were 112 shareholders attending the Meeting, equivalent to 8.6754% of the total shareholders, collectively accounted for 41,162,947 shares or 69.7677 % of the total 59,000,000 issued and paid up shares, which constituted a quorum pursuant to the Law and Company’s Articles of Association. The Chairman therefore gave the opening speech for the Annual General Meeting of the Shareholders No. 12/2020 and assigned Mrs. Nualphan Lamsam, President and Chief Executive Officer, to introduce the Company’s directors and auditors who attended this Meeting as follows. The Directors 1. Mr. Photipong Lamsam Chairman 2. Mr. Jingjai Hanchanlash Vice Chairman 3. Mrs. Nualphan Lamsam President and Chief Executive Officer 4. Mr. Sara Lamsam Director 5. Mr. Chusak Direkwattanachai Independent Director, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee 6. Mr. Asoke Wongcha-um Independent Director, Chairman of the Nomination and Remuneration Committee and Member of the Audit Committee 7. Mr. Somkiat Sirichatchai Director 8. Mrs. Puntrika Baingern Director and Senior Executive Vice President 9. Mr. Pilas Puntakosol Independent Director and Member of the Audit Committee 10. Mr. Pravej Ongartsittigul Independent Director

Page 1 of 22

Attachment 1 Reference Memorandum for Agenda 1

11. Mr. Boonchai Chokwatana Independent Director and Member of the Nomination and Remuneration Committee 12. Mr. Mong Siew Han Director There were 12 directors from 14 directors presenting in the Meeting, equivalent to 85.71% of total number of directors. Absent Directors There were 2 directors, Mrs. Sujitpan Lamsam and Mr. Frank J.G. Van Kempen absent due to business activities overseas. Representatives from the Company’s Auditors, EY Office Limited Ms. Narissara Chaisuwan and Ms. Pattanit Leawwattanakit In addition, high-level executives of the Company had also attended this Meeting namely, Ms. Saruda Chayakantaneera, the Company Secretary. Ms. Jareerat Soisermsap, the independent lawyer attended the Meeting as an observer for voting and vote counting processes. Before proceeding to the agenda of the Meeting, the Chairman assigned Ms. Naichanok Sangkavichitr to explain the method of voting as follows. 1. Each shareholder will have the number of votes equal to the total no. of shares held, where in each agenda, one share shall be counted as one vote whether voting on agree, disagree or abstain. 2. In counting votes for each agenda, disagreed and abstained votes as well as invalid ballots will be deducted from total votes of shareholders or proxies who attend the meeting and are entitled to vote. 3. After counting the votes for each agenda, the results will be announced to the Meeting by which number of percentage will be shown as a resolution of the agenda. In case of election of directors, voting scores will be announced individually for each director. However, the numbers of votes in each agenda may be inconsistent as shareholders or proxies could join or exit the meeting at any time while the meeting is still in progress. 4. Ballot sheet is invalid if the whole sheet is crossed out or more than one box is marked without certified signature. Allocation of voting is not allowed except voting of the Custodian. 5. In order to save time of the shareholders on voting in each agenda, the Chairman will ask whether anybody disapproves or abstains in certain agenda. If the shareholders wish to cast disapprove vote or abstain in any agenda, the shareholders are requested to mark on the ballot and raise his/her hand for the staff to collect the ballot and count the vote.

Page 2 of 22

Attachment 1 Reference Memorandum for Agenda 1

6. If the shareholders wish to ask questions or express opinion, the shareholders should give his/her name to the Meeting for the accurate information in the minute of meeting. 7. If the shareholders do not wish to be in the room during the Meeting in any agenda but would like to retain the right in casting his/her vote in such agenda, the shareholders should cast vote on the ballot in the desired agenda and give it to the staff before leaving the Meeting in order to collect and count the votes. After that, the Chairman requested the Meeting to consider agendas as follows.

Agenda 1: To certify the minutes of the Annual General Meeting of the Shareholders No. 11/2019 The Chairman proposed the Meeting to consider and certify the minutes of the Annual General Meeting of the Shareholders No.11/2019 held on April 29, 2019 which had been sent to shareholders along with the meeting invitation prior to the Meeting. The Chairman invited the shareholders to give opinions and ask questions. There were no comments or questions from the shareholders. The Chairman therefore asked the Company Secretary to read the voting results as follows. Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to certify the minutes of the Annual General Meeting of the Shareholders No. 11/2019 held on April 29, 2019 with following result: Approved 40,655,947 votes, equivalent to 98.768070 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231930 % Invalid - votes, equivalent to -

Agenda 2: To acknowledge the Company’s Performance for the year 2019 The Chairman assigned Mrs. Nualphan Lamsam, President and Chief Executive Officer to report the Company’s Performance for the year 2019 and summary of financial information to which had been reviewed by the Certified Public Accountant as follows. Million THB Gross Written Premium 13,354.29 Net Written Premium 7,343.41 Earned Written Premium 6,903.44 Income and Commission 1,637.73

Page 3 of 22

Attachment 1 Reference Memorandum for Agenda 1

Investment Income and Other Incomes 554.45 Total Income 9,095.62 Net Claim 4,106.83 Income and Commission 2,091.04 Underwriting Expenses and Operating Expenses 2,362.13 Total Expense 8,560.00 Profit after Income Tax 425.84

When comparing the Company’s Performance of the year 2019 and 2018, Gross Written Premium increased 7.5% from 2018. Earned Written Premium decreased slightly at 0.2% due to the contraction of revenue recognition of the policy in the past year. In 2019, the Company had Net Claim of THB 4,106.83 million or equal to 59.49% of Earned Written Premium decreased from Claim Ratio of the year 2018 which was 61.25%. The reason of such reduction in 2019 was number of claims of voluntary motor insurance had decreased. Other underwriting expense decreased by 7.41% and operating expenses increased to THB 72.38 million or 6.11% due to employee expense. The Company’s Profit after tax as appeared on the statement of comprehensive income 2019 was THB 425.84 million which increased THB 10.25 million or 2.47% from the year 2018. Investment Income and Profit was higher than the previous year in the amount of THB 9.10 million or 1.78%. Such income was from the interest of bonds and debentures and profit from selling Property Funds & REITs fund. This agenda is for acknowledgement. Therefore, voting was not required. The Chairman invited shareholders to express their opinions or ask questions. There were questions and/or suggestions from the shareholders and answers and/or explanation from the directors and executives as follows. Mr. Anu Wongsarakit, shareholder inquired about proportion of direct insurance and reinsurance of the Company. Mrs. Puntrika Baingern, Director and Senior Executive Vice President explained that as the Company had various types of product. Proportion of retention and reinsurance was different based on size and coverage, for example motor and fire insurances for retail customers which the Company retained in high proportion. The Company retained only few projects with high sum insured. Therefore, the Company retained around 50-60% based on type of risk and insurance. Mr. Anu Wongsarakit, shareholder inquired about the aviation insurance of the Company.

Page 4 of 22

Attachment 1 Reference Memorandum for Agenda 1

Mrs. Nualphan Lamsam, President and Chief Executive Officer explained that the Company had 2 types of insurance: 1.) Personal Accident Insurance which was mainly for passengers of commercial airlines such as Bangkok Airways, Nok Air and Thai Airways, etc. The passengers who purchased tickets via online channel or website could buy the insurance from such channels. 2.) Aviation liability and air freight insurance which were still not many. Mr. Anu Wongsarakit, shareholder inquired about investment performance in Lao PDR. Mr. Wasit Lamsam, Senior Executive Vice President explained that ST-MTI was founded in Lao PDR since 2017. For the performance, ST-MTI continuously grew every year. Gross premium was around LAK 18,000 million which was in line with the business plan set since the incorporation. ST-MTI would start to generate profit in 2021 as the income was close to the target. Mr. Sathaporn Pungnirand, shareholder inquired about reason why price per share of the Company was lower than book value and how this would affect the Company’s image and customer confidence in purchasing insurance. Mrs. Nualphan Lamsam, President and Chief Executive Officer explained that book value of the Company as of the end of 2019 was around THB 94 per share. According to SET report, the Company’s performance was good in the first quarter and book value per share at the end of first quarter was around THB 79.86 per share due to the impact of stock market in the past few months, and money value dropped because of COVID-19 pandemic. However the situation got better, the book value as of May 25, 2020 might increase to be higher than THB 80 per share. Net profit increased to THB 73 million in the first quarter when compared to the same period last year. Net sales also increased 27%. The movement of stock price was lower than other stocks in the same industry because stocks of the Company had been held for a long term and held by shareholders who were the strategic partners of the Company such as Ageas Insurance International NV., Muangthai Group Holding Company Limited and other funds. Mr. Sathaporn Pungnirand, shareholder additionally inquired about the reason why the Company did not apply 30% tax calculation for all dividends before executing new method which was FIFO. Mrs. Puntrika Baingern, Director and Senior Executive Vice President explained that as income structure of the Company consisted of underwriting and investment incomes. The investment income was from interest and dividend which required different method of tax calculation from what used for underwriting profit. Because some investment funds of the Company received the tax benefit from BOI. That was why the Company used different tax calculation for dividends based on source of the Company’s income. Resolution: The Meeting acknowledged the Company’s Performance for the year 2019 as reported.

Page 5 of 22

Attachment 1 Reference Memorandum for Agenda 1

Agenda 3: To acknowledge interim dividend payment The Chairman assigned Mrs. Nualphan Lamsam, President and Chief Executive Officer to propose details of interim dividend payment and omission of additional dividend payment from the 2019 performance to the Meeting as follows. Mrs. Nualphan Lamsam, President and Chief Executive Officer presented to the Meeting that in according to the Company’s Article of Association, Article 46, the Board of Directors may pay interim dividends to the shareholders from time to time when the Board sees it deem appropriate that the Company has appropriate and sufficient profits to do so. When the dividend is paid, a report thereof must be made to the Annual General Meeting of the Shareholders 2020. The Board of Directors meeting No.2/2020 on April 1, 2020 resolved to approve an interim dividend payment from the Company’s profit for the year ended December 31, 2019 in an amount of THB 425.84 million, to be paid at the rate of THB 2.90 per share, totaling THB 171 million, to the shareholders whose names listed in the Book of Shareholders' registration as per the Record Date on March 11, 2020. The interim dividend payment date was scheduled on April 16, 2020. The payout rate and the record date were approved from the Board of Directors’ meeting No.1/2020 on February 26, 2020. In this regard, the Board of Directors will not propose any additional dividends for the year 2019. Therefore, Mrs. Puntrika Baingern, Director and Senior Executive Vice President presented the allocation of retained earnings as follows. The Company had the reserve in an amount of THB 59 million which was fully set according to the law. According to the performance and financial statement, the Company had net profit for the year 2019 in an amount of THB 425,836,399. Amount (THB) In appropriate retained earnings as at January 1, 2019 3,399,433,216 Plus Net profit(loss) of the year 2019 425,836,399 Deducted by loss estimated by actuary (28,503,251) Inappropriate retained earnings as at December 31, 2019 3,796,766,364 Deducted by retained earnings to be paid as dividend in 2019 (166,380,000) Deducted by dividend payment proposed this time (171,100,000) Remaining of inappropriate retained earnings 3,459,286,364

This agenda was for acknowledgement, therefore voting was not required.

Page 6 of 22

Attachment 1 Reference Memorandum for Agenda 1

The Chairman invited shareholders to express their opinions or ask questions. There were questions and/or suggestions from the shareholders and answers and/or explanation from the directors and executives as follows. Mr. Sathaporn Pungnirand, shareholder commented that this agenda concerning to acknowledge interim dividend payment should be proposed to the shareholders meeting to approve as it was a normal practice every year. Mrs. Nualphan Lamsam, President and Chief Executive Officer explained that the Company had complied with the regulations for listed companies by SET and SEC that listed company could make interim dividend payment as special case. In this regard, the Board of Director had considered that it was deemed appropriate to make the interim dividend payment, as it would help relieve burden of the shareholders and not affect any rights of the shareholders due to the Record Date on March 11, 2020, to be paid at the rate of THB 2.90 per share. The interim dividend payment date was scheduled on April 16, 2020. This dividend payment was paid from the Company’s performance as of December 31, 2019 and it would be no additional dividend payment from the performance of the year 2019. Market Dividend Yield at the end of the year was 3.41%. As the Company was classified as non-bank financial institution, the Company adopted the RBC2 as a guideline at the end of 2019 according to the OIC announcement. As the result, CAR ratio of the Company decreased per new and stricter criteria. Also, the Company had to maintain its liquidity due to COVID-19 pandemic and to be prepared for unforeseen incidents that might occur in the future. This interim dividend payment was made according to the regulations of SEC and referred to the notification of the Department of Business Development regarding measures for COVID-19 pandemic which might affect the meeting arrangement of juristic persons B.E. 2563 (2020). The notification was announced on March 4, 2020 that the public limited company which could not hold AGM or hold AGM late than the timeline specified by the law due to COVID-19 pandemic. Such companies shall send a letter providing the reason about AGM arrangement to a registrar after holding AGM. In order to reserve the right of the shareholders in receiving dividend payment, the listed company could announce the interim dividend payment as an option approved by the Board of Directors as specified in the Article 46 of the Article of Association, by reporting to the AGM 2020 to acknowledge the interim dividend payment for the year 2019 and it would be no additional dividend payment from the Company’s performance of the year 2019 as proposed. Resolution: The Meeting acknowledged interim dividend payment and omission of additional dividend payment from the Company’s performance of the year 2019.

Page 7 of 22

Attachment 1 Reference Memorandum for Agenda 1

Agenda 4: To consider and approve the statement of financial position and the statement of comprehensive income for the year ended December 31, 2019 The Chairman assigned Mrs. Nualphan Lamsam, President and Chief Executive Officer to present details of the statement of financial position and the statement of comprehensive income for the year ended December 31, 2019 to the Meeting as follows. Mrs. Nualphan Lamsam, President and Chief Executive Officer presented to the Meeting that in order to comply with Article 112 of the Public Companies Limited Act B.E.2535 and the Company’s Articles of Association, Article 42, which required the Board of Directors to prepare the statement of financial position and the statement of comprehensive income prepared for the accounting year of the Company and proposed to the Annual General Meeting of Shareholders for consideration and approval. The statement of financial position and the statement of comprehensive income were shown in the Company’s Annual Report 2019 and the summary of financial statement which had been reviewed by the Audit Committee and audited by the SET authorized auditors. The Chairman invited shareholders to express their opinions or ask questions. There were questions and/or suggestions from the shareholders and answers and/or explanation from the directors and executives as follows. Mr. Anu Wongsarakit, shareholder inquired about reason that the reserve of the Company in the recognized income part was quite high, whether the Company would receive any return from this reserve or not. Mrs. Nualphan Lamsam, President and Chief Executive Officer explained that investment of the Company was based on types and allocation of investment according to the OIC framework. The problem for investment this year was interest rate decreased quite a lot, and the government bond and saving in financial institutes with high returns started to mature. It was not easy to receive the same rate of return like before as interest rate also declined globally. For debenture, the Company was required to invest in debenture (with minimum A- rating) according to the Investment Committee’s policy and the Company did not invest in Thai Airways’ debenture. For stock, the Company had invested in small portion but it impacted on the Company’s Q1 performance rather high because SET declined sharply. In the meantime, the Company had conducted the stress test. Just in case any incident occurring in the future, it would not impact the Company’s capital fund. For property funds, non-life and life companies used to receive good return from this fund. Recently the property funds were affected by current situation and some funds delayed the return payment. So they were closely monitored by the investment team. Mrs. Puntrika Baingern, Director and Senior Executive Vice President added that the Company had the reserve for written premium. As coverage of the policy was 12 months, income will be gradually

Page 8 of 22

Attachment 1 Reference Memorandum for Agenda 1 recognized month by month. Last year, the Company still had some income to be recognized. It was set as a reserve and would be recognized as the income within this year. Normally, premium would be deducted by unearned premium. This was net written premium that would be a recognized income in the future. Mr. Anu Wongsarakit, shareholder inquired whether the Company had any investment in other companies apart from investing in SKY ICT Public Company Limited. Mrs. Nualphan Lamsam, President and Chief Executive Officer explained that the Company had invested in SKY ICT Public Company Limited, which was specialized in IT industry, for 5 million shares, 12.80 Baht per share. It was the first investment of the Company in the stock listed in MAI market. This was the investment in a company with digital capability. Investing in digital sector was interesting opportunity during COVID-19 pandemic. Since the beginning of this year, the Company was the only insurer that had been selling insurance through the application of the Airports of Thailand Public Company Limited (AOT), by selling PA insurance for COVID-19 to inbound passengers from overseas. This exclusive would last 3 years. Thanks to this situation, the Company had an opportunity to become the strategic partner with SKY ICT Public Company Limited and invested in SKY ICT in a form of private investment. Mr. Anu Wongsarakit, shareholder inquired about the impact from Thai Financial Reporting Standards 9 (IFRS 9) and Thai Financial Reporting Standards 16 (IFRS16) adoption on the Company. Mrs. Puntrika Baingern, Director and Senior Executive Vice President explained about Thai Financial Reporting Standards 9 (IFRS9). It was implemented in banking and securities companies on January 1, 2020, but insurance companies still adopted the guideline of Thailand Federation of Accounting Professions (TFAP). Insurance companies had not fully implemented IFRS 9 which was partly adopted on depreciation and credit risk assessment. For investment asset allocation, the Company still followed the guideline of TFAP and the Company had adjusted according to IFRS in some parts. In conclusion, there was no significant impact from this guideline. The insurance industry might adopt IFRS9 at the same with IFRS17 in 2024. Mr. Anu Wongsarakit, shareholder inquired about income and claim expense of the Company as the income increased from health insurance especially brokerage fee and commission. Mrs. Nualphan Lamsam, the President and Chief Executive Officer explained that at first, the Company did not plan to launch COVID-19 products. When the Company had a chance to discuss with a medical team of Bamrasnaradura Infectious Diseases Institute which was a public hospital currently treating COVID-19 patients, so the Company issued COVID-19 insurance policy for the medical team as a special case with the coverage of 100 days, totaling 304 policies. Later, medical teams of Rajavithi Hospital, Siriraj Hospital, Ramathibodi Hospital and Hospital also asked the Company to issue COVID-19 insurance policies for them. After, discussing with related teams, the Company had launched COVID-19

Page 9 of 22

Attachment 1 Reference Memorandum for Agenda 1 products for the customers to purchase around 450,000 policies. This excluded policies issued for medical teams from 8 hospitals. About claim payment, there were 31 insured claiming at the moment. The Company had compensated 22 cases already, under the condition of 14-day waiting period of the insurance Plan 1 “Found-Pay 200,000 Baht”. This plan will expire in March 2021.The Company had ceded out to the reinsures to diversify risk that might occur from COVID-19 insurance. She then asked Mr. Wasit Lamsam Senior Executive Vice President to explain about reinsurance as follows. Mr. Wasit Lamsam, Senior Executive Vice President explained that the Company had been preparing for COVID-19 insurance such as models for claim cost and risk assessment based on premium and reinsurance. The Company had the Quota Share contract with Reinsurers with the credit rating AA- and reinsurance proportion was around 85-95%. Also the Company bought additional the Excess of Loss to ensure that the Company had prepared well for the unforeseen risks. Mr. Sakchai Sakulsrimontri, shareholder inquired about the impact that might be caused by the Company’s goodwill which had no movement since last year. Mrs. Puntrika Baingern, Director and Senior Executive Vice President explained that the Goodwill recorded since the merger of Muang Thai Insurance Limited and Phatra Insurance Public Company Limited on June 20, 2008. At that time, there was a calculation of the merger value and difference of sales value was recorded as Goodwill as shown in the shareholders equity. Every year, the Company calculated the Goodwill amortization during mid year, which to evaluate business potentiality as a result of a merger. The calculation would be based on performance of the Company, 5-year business plan and overall information of the Company in the next 25 years including interest rate, expected return of the industry and business risk. When comparing aforesaid calculation with the book value, the Company never had any the Goodwill amortization. The merger occurred in 2008 which was the change in financial standard, from writing off within 20-25 years to be impairment according to IFRS 9, so the Company has no necessary to change the Goodwill value. Mr. Sakchai Sakulsrimontri, shareholder inquired that the Company had the capital of THB 823 million on the merger, whether the Company could pay dividend from this capital. Mrs. Puntrika Baingern, Director and Senior Executive Vice President explained that such fund was part of the capital which could not be used to pay divided payment. Mr. Sakchai Sakulsrimontri, shareholder additionally inquired about type of the available for sale investment in 2018 which was THB 358,650,359 in loss and profit of THB 89,902,569 in 2020. Mrs. Puntrika Baingern, Director and Senior Executive Vice President clarified that the investment was categorized into various groups. For the Company, there were 2 groups: held to maturity and available for

Page 10 of 22

Attachment 1 Reference Memorandum for Agenda 1 sale. Value would be always based on mark to market price. If the price in SET declined, the value also declined at the same time. Likewise, if the price in SET increased, the value also increased. The Chairman invited the shareholders to give opinions and ask questions. There were no questions from the shareholders. The Chairman therefore asked the Company’s secretary to read the voting results for the Meeting as follows. Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to approve the statement of financial position and the statement of comprehensive income for the year ended 31 December 2019 as following result: Approved 40,656,647 votes, equivalent to 98.768091 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to -

Agenda 5: To consider and elect the Directors to replace those who are due to retire by rotation The Chairman asked Mr. Asoke Wongcha-um, the Chairman of the Nomination and Remuneration Committee, to advise the Meeting to elect the directors to replace those who were due to retire by rotation in detail. Mr. Asoke Wongcha-um the Chairman of the Nomination and Remuneration Committee, advised the Meeting that, according to the Good Governance and to allow the shareholders to cast the vote freely. He then asked the directors to leave the meeting room before the election began. There were 3 directors who were due to retire by rotation as follows. 1. Mr. Chusak Direkwattanachai Independent Director 2. Mr. Sara Lamsam Director 3. Mr. Han Mong Siew Director In compliance with Article 71 of the Public Limited Company Act B.E.2535 and Article 16 of the Company’s Article of Association, which require one-third (1/3) of the directors to retire by rotation at every Annual General Meeting of Shareholders. The Company allowed the shareholders to nominate persons who were qualified and had no disqualification to be elected as the directors via the Company’s website and via the SET News to be accordance with the good corporate governance principles of listed companies. However, when the specified period for nomination has expired, none of the shareholders has nominated any persons to be considered and elected as directors. The Nomination and Remuneration Committee, excluding the mentioned 3 directors with interest, had considered their qualifications, experiences, knowledge, skills and disqualification as

Page 11 of 22

Attachment 1 Reference Memorandum for Agenda 1 stipulated by Company’s Article of Association or related law. It is deemed appropriate to propose to the Meeting to re-elect those 3 directors to be the directors of the Company and members of various Committees for another term. He then proposed the Meeting to consider and elect new director namely, Mr. Thanavath Phonvichai to be the director and independent director and member of various Committees to replace Mr. Kritsada Lamsam, the director who resigned from the Company. Mr. Thanavath Phonvichai would be the Director with no authority to sign on behalf of the Company. The brief information of each director background and related information, and definition of independent of the Company had been sent to the shareholders with the meeting invitation. The Chairman invited the shareholders to give opinions and ask questions. There were no questions from the shareholders. The Chairman therefore asked the Company’s secretary to read the voting results for the Meeting as follows. 1. Mr. Chusak Direkwattanachai Approved 40,647,851 votes, equivalent to 98.746722 % Disapproved 8,796 votes, equivalent to 0.021368 % Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to - 2. Mr. Sara Lamsam Approved 40,378,559 votes, equivalent to 99.092525 % Disapproved 278,088 votes, equivalent to 0.675565 % Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to - 3.Mr. Han Mong Siew Approved 40,648,047 votes, equivalent to 98.747199 % Disapproved 8,600 votes, equivalent to 0.020892 % Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to - 4. Mr. Thanavath Phonvichai Approved 40,656,647 votes, equivalent to 98.768091 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to -

Page 12 of 22

Attachment 1 Reference Memorandum for Agenda 1

Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to approve to elect the 3 Directors, namely Mr. Chusak Direkwattanachai, Mr. Sara Lamsam and Mr. Han Mong Siew to be the directors of the Company and members of various committees for another term and elect new director, Mr. Thanavath Phonvichai to be a director and independent director and members of various committees with no authority to sign on behalf of the Company as proposed. The Chairman welcomed new director and congratulated the directors who were elected to be directors and independent directors of the Company.

Agenda 6: To consider the remuneration for the Directors for the year 2020 The Chairman assigned Mr. Asoke Wongcha-um, the Chairman of the Nomination and Remuneration Committee to propose the Meeting to consider the remuneration for the Directors the year 2020 as follows. Mr. Asoke Wongcha-um, the Chairman of the Nomination and Remuneration Committee advised the Meeting per following details: 1. Retainer fees for the Board of Directors and meeting allowance fees for the committees for 2020 were at the same rate as last year as follows.

1.1 Retainer fees for the Board of Directors (THB/Person/Month) - Chairman 50,000 - Vice Chairman/Chief Executive Officer/ President 40,000 - Director 30,000 1.2 Meeting allowance fees for the committees (THB/Person/Meeting) Audit Committee - Chairman 30,000 - Director 20,000 Nomination & Remuneration Committee - Chairman 30,000 - Director 20,000 2. Bonus for the directors for the year 2020 paid from the performance of the year 2019 was THB 6,000,000, which was as the same rate as last year. - Other benefits -None-

Page 13 of 22

Attachment 1 Reference Memorandum for Agenda 1

The Chairman invited the shareholders to give opinions and ask questions. There were no questions from the shareholders. The Chairman therefore asked the Company Secretary to read the voting results for the Meeting as follows. Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to approve the remuneration for the Directors the year 2020 as proposed with voting result as follows: Approved 40,656,647 votes, equivalent to 98.768091 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to -

Agenda 7: To consider and appoint the auditor and to fix the audit fees for the year 2020 The Chairman assigned Mr. Chusak Direkwattanachai, the Chairman of the Audit Committee to propose the Meeting details of auditor appointment and audit fees for the year 2020 as follows. Mr. Chusak Direkwattanachai, the Chairman of the Audit Committee explained that in compliance with Article 120 of the Public Limited Company Act B.E.2535 and Article 43 of the Company’s Article of Association which specifies that the annual shareholder meeting shall consider and appoint the auditor and determine the annual audit fees of the Company. Due to COVID-19 pandemic this year, the implementation of Enterprise Resource Planning (ERP) would be postponed to be in 2021. Therefore, EY Office Limited had reduced to audit fees for the year 2020 in the amount of THB 100,000. The Company had disclosed about the reducing in audit fees for the year 2020 on the SETlink website on May 12, 2020. Besides, the Board of Directors proposed the Meeting to appoint Miss Rachada Yongsawadvanich, C.P.A. Registration No. 4951 and/or Miss Ratana Jala, C.P.A. Registration No. 3734 and/or Miss. Narissara Chaisuwan, C.P.A. Registration No. 4812 of EY Office Limited to be the Company’s auditor for the year 2020 with annual auditing fees for the total amount of THB 2,800,000 and selected one of the aforementioned auditors to perform auditing and provide financial consulting to the Company. In the event where none of those auditors was able to perform their duties, EY Office Limited was authorized to assign another of its auditors to replace and perform their duties. The Chairman of the Audit Committee then presented the details of audit fees to the meeting for consideration as follows: - To audit the annual financial statements THB 1,470,000 - To review the interim financial statements THB 750,000 - To review the Risk-Based Capital report for the six-month period to be submitted to the Office of Insurance Commission THB 200,000 Page 14 of 22

Attachment 1 Reference Memorandum for Agenda 1

- To audit the Risk-Based Capital report for the year for annual submission to the Office of Insurance Commission THB 380,000 The fees increased THB 200,000 from last year. The Chairman invited the shareholders to give opinions and ask questions. There were no questions from the shareholders. The Chairman therefore asked the Company Secretary to read the voting results for the Meeting as follows. Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to approve to appoint the auditor and to fix the audit fees for the year 2020 as proposed with voting result as follows: Approved 40,656,647 votes, equivalent to 98.768091 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to -

Agenda 8: To consider and approve the amendment of the Company’s Articles of Association The Chairman assigned Ms. Saruda Chayakantaneera, the Company Secretary, to present to the meeting on the amendment of the Company’s Articles of Association. Ms. Saruda Chayakantaneera, proposed on the amendment of the Company’s Articles of Association Chapter 4 on the Board of Committees, Article 23, and Chapter 5 on the shareholders’ meeting, Article 32, Re: the rights of shareholders in calling an extraordinary meeting of shareholders and to have a teleconference via electronic devices. In order to comply with the relevant laws, the Company shall amend the Articles of Association Chapter 4, Article 23 and Chapter 5, Article 32 to be accordance and applicable with the current laws. The Company Secretary informed about the details of the amendment as follows: (a) Amendment of Article 23 of Articles of Association Chapter 4: The Board of Directors’ meeting. The Emergency Decree on Teleconference through Electronic Devices B.E.2563 published in the Royal Gazette issued April 19, 2020 had revoked the “NCPO Order No.74/2014 on Electronic Meeting, dated June 27, 2014.” The details in the aforesaid Decree aimed to relieve limitation and facilitate teleconferencing via electronic devices. Therefore, the Company must amend the Articles of Association Article 23 to enable the Company to hold a meeting via electronic devices.

Page 15 of 22

Attachment 1 Reference Memorandum for Agenda 1

Original Amendment Article 23 “The Chairman of the Board of Article 23 “The Chairman of the Board of Directors or the Director(s) assigned by the Directors or the Director(s) assigned by the Chairman Chairman shall fix the date, time and place of the shall fix the date, time and place of the Board of Board of Directors’ meeting. The Board of Directors’ meeting. The Board of Directors’ meeting can Directors’ meeting can be held in a place other be held in a place other than the locality where the than the locality where the Company’s head office Company’s head office is located, or in other provinces in is located, or in a neighboring province. In case the Kingdom of Thailand, or can be done through where the Chairman or the Director(s) assigned by electronic devices. However, criteria and methods of the Chairman does not fix the meeting place, the meeting shall be accordance with related law. If the Company’s head office shall be the meeting Chairman or the Director(s) assigned by the Chairman place.” does not fix the place of meeting, the meeting shall be held at the Head Office of the Company.”

(b) Amendment of Article 32 of Articles of Association Chapter 5 Shareholders’ Meeting, According to the announcement of the National Council for Peace and Order No21/2017 dated April 4, 2017, Re: Law Revision for the Ease of Doing Business to be aligned with the new law about shareholders’ rights to call an extraordinary general meeting of shareholders Original Amendment Article 32 “An Annual Ordinary Meeting of Article 32 “An Annual Ordinary Meeting of Shareholders shall be convened within four (4) Shareholders shall be convened within four (4) months months from the last day of the fiscal year of the from the last day of the fiscal year of the Company. The Company. The other meetings of shareholders shall other meetings of shareholders shall be called be called Extraordinary General Meeting. Extraordinary General Meeting. As it is deemed necessary or appropriate, the As it is deemed necessary or appropriate, the Board of Directors may summon an Extraordinary Board of Directors may summon an Extraordinary General Meeting of Shareholders. Or, shareholders General Meeting of Shareholders. Or, shareholders holding shares in aggregate of not less than one- holding shares in aggregate of not less than ten (10) fifth (1/5) of the total number of shares sold, or percent of the total number of sold shares may at any shareholders numbering not less than twenty-five time submit their names and request the Board of (25) persons holding shares in aggregate not less Directors in writing to call for an Extraordinary General than one-tenth (1/10) of the total number of shares Meeting of Shareholders, provided that, the reasons for

Page 16 of 22

Attachment 1 Reference Memorandum for Agenda 1 sold, may at any time submit their names and the request to call such meeting shall be clearly stated in request the Board of Directors in writing to call for the said written request. In such an event, the Board of an Extraordinary General Meeting of Shareholders, Directors shall proceed to call a shareholders' meeting to provided that, the reasons for the request to call be held within forty-five (45) days from the date of the such meeting shall be clearly stated in the said receipt of such request from the shareholders. written request. In such an event, the Board of In the case that the Board of Directors does not Directors shall proceed to call a shareholders' hold the Meeting within the period specified in the meeting to be held within one (1) month from the second paragraph, the shareholders who have submitted date of the receipt of such request from the said the request or other shareholders holding the aggregate shareholders.” number of shares as prescribed in this Article may hold the meeting by themselves within forty-five days from the lapse of the period referred in the second paragraph. In this case, it shall be deemed that such shareholder’s meeting is the meeting called by the Board of Directors whereby the Company is responsible for the expenses incurred from the convening of such meeting and for reasonable facilitation. In the case that the quorum of the meeting convened as requested by the shareholders according to the third paragraph is not met, as stipulated in Articles 34, the shareholders under the third paragraph shall be jointly responsible for paying any expenses incurred from convening of such meeting for the Company.”

The Chairman invited shareholders to express their opinions or ask questions. There were questions and/or suggestions from the shareholders and answers and/or explanation from the directors and executives as follows. Mr. Sathaporn Pungnirand, shareholder inquired about the amendment of Article 23 whether it referred to Board of Directors’ meeting or Annual General Meeting of Shareholders. Ms. Saruda Chayakantaneera explained that the amendment of Article 23 was for the Company’s Board of Committee meeting to suit all applicable and current laws and regulations by meeting via electronic devices and presented.

Page 17 of 22

Attachment 1 Reference Memorandum for Agenda 1

Mrs. Puntrika Baingern, Director and Senior Executive Vice President added that the amendment of Article 23 referred to Board of Directors meeting and Article 32 referred to the rights of shareholders in calling an extraordinary meeting of shareholders as appropriate. In the past, the Company held a meeting of the Board of Directors via electronic devices under the requirements of the Royal Decree. The Chairman invited the shareholders to give opinions and ask questions. There were no comments or questions from the shareholders. The Chairman therefore asked the Company Secretary to read the voting results as follows. Resolution: The Meeting passed a resolution by a majority of votes cast by the shareholders presenting in the Meeting with the rights to vote to amend Article 23 and Article 32 of the Articles of Association and with voting result as follows: Approved 40,656,647 votes, equivalent to 98.768091 % Disapproved - votes, equivalent to - Abstained 507,100 votes, equivalent to 1.231909 % Invalid - votes, equivalent to -

Agenda 9: To acknowledge the Policies and the Business Plan of the Company The Chairman requested Mrs. Nualphan Lamsam, the President and Chief Executive Officer, to advise the policies and the business plan of the Company to the Meeting. Mrs. Nualphan Lamsam advised the Meeting about the corporate strategies as follows: Overall Corporate Strategies of Muang Thai Iinsurance PLC Distribution channel strategy  Focus on expansion of direct sales on digital platform by developing “MTI Connect”, an online platform where retail customers can buy insurance products online in real time.  Acquire strategic partners with expertise and together develop business model as a sales approach and form the new ecosystem to have more diversified customer base.  Carry on expanding retail customer base through profitable channels and multiple channels such as bank, broker, agent and direct channel.  Develop strategic business partners to support expansion of sales to the government sectors and state enterprises. Marketing and Product strategy  Establish product pricing policy based on actual cost of each product to increase underwriting margin, for example motor dealer insurance (dealer repair), some channels/ segments of PA& Health insurance, etc.

Page 18 of 22

Attachment 1 Reference Memorandum for Agenda 1

 Maintain and expand growth in all profitable products especially retail customer products such as fire insurance and PA & Health insurance.  Maintain renewal of quality work and good relationship with existing customers.  Develop marketing plan by target groups and distribution channels  Promote brand image of “Muang Thai Insurance” through effective communication channels to be able to reach the target customers continually. Technology and Operation Development Strategy  Develop data governance and system including an effective data management to increase customer base and income.  Update and learn about new innovations as well as develop and improve work process of all units to enhance work efficiency such as business process management, robotic process automation, and mobile application and open API. This would shorten operating time while increase working speed bringing more convenience to customers or service users. Moreover, it could help reduce operating costs as well.  Regularly improve core operating system, whether it is underwriting, claims, accounting & finance or reporting system, to correspond to the work of each department as much as possible. Human Resource Strategy  Establish a long-term Human Resource Development Project, focusing on training for employee at all levels, such as sharing knowledge about insurance or operational management to improve customer services.  Create an action plan regarding employee career path that should be in line with business necessities along with developing knowledge and potential of employees in the organization for their career advancement.  Establish a clear and concrete manpower planning and bring the performance-oriented organizational management principles to apply to the operations in order to achieve the goals.  Focus on promoting organizational culture and corporate values as the basis for strengthening the value. "Muang Thai Service Mind" in order to achieve service excellence. Mrs. Nualphan Lamsam, President and Chief Executive Officer thanked the top management who willingly gave up 15% of their salaries for 3 months and assigned Mr. Wasit Lamsam, Senior Executive Vice President to present about foreign investment and market expansion strategy. Mr. Wasit Lamsam, Senior Executive Vice President presented about the foreign investment and market expansion strategy as follows:

Page 19 of 22

Attachment 1 Reference Memorandum for Agenda 1

Lao PDR (ST-MTI)  Investment proportion was 22.5%. There was also a project that was an investment from Thailand, which increased the opportunity to expand the market in Lao PDR. Insurance premium in 2019 was THB 71 million, representing 113% growth from 2018 with premium of THB 32 million and 373% growth from 2017 with premium of THB 15 million. Myanmar  The Company received a permission to set up a representative office in 2017. In 2019, Myanmar had allowed foreign investors who already had representative office to request for insurance investment permission. The Company had been studying and searching for an appropriate business partner, including visions, missions and business strategies for a sustainable investment in the future. Mrs. Nualphan Lamsam, President and Chief Executive Officer assigned Mr.Vitoon Chamchaypol, First Senior Vice President, to inform about the Company’s public relation plan. Mr. Vitoon Chamchaypol, First Senior Vice President explained that Muang Thai Insurance PLC was a well-established company under the leadership of the Chairman, therefore was always been trustworthy and reliable which had been passed down to the present when the Company was under the leadership of Mrs. Nualphan Lamsam. That was one of the reasons why customers decided to have insurance with the Company. In 2019, brand communication of “Muang Thai Insurance” had been done via various channels under the campaign “Believe Pang… Believe Muang Thai Insurance”, which had given a satisfactory feedback. The Company relied on the credibility of the President and Chief Executive Officer to build the trust of customers in the Company. It also developed brand communication channels to be able to reach to more target groups. In 2019, the Company was ranked No.1 of “Thailand’s Most Admired Company” according to the poll done in both Bangkok and upcountry by Mono Group, an affiliate of BrandAge. Since the beginning of 2020, the Company had adjusted its brand communication strategy to respond to current situation, especially COVID-19 pandemic crisis. The Company involved in raising the morale of Thai medical personnel by giving COVID-19 insurance policy to medical personnel of Bamrasnaradura Institute at first. After that the Company together with Taejai foundation had offered COVID-19 insurance policy to medical personnel of Rajavithi Hospital, causing widespread public interest in COVID-19 insurance. The Company then had developed a suitable product to the market accordingly. And from COVID-19 crisis, the Company had initiated a social responsibility project called “Madame Kitchen” to carry on brand building in the target group with volunteers to organize social activities in the area such as top executives and employees. This project has been continuously supported by alliances and partners of the Company as well as devotees. Regarding current situation, the Company had emphasized on brand communication via digital channels as well as collaborating

Page 20 of 22

Attachment 1 Reference Memorandum for Agenda 1 with partners to strengthen the business relationship and also organizing social activities so that the name Muang Thai Insurance would stay in the hearts of Thai people sustainably. This agenda was for acknowledgement, therefore voting was not required. The President and Chief Executive Officer invited shareholders to express their opinions or ask questions but no further comment or question from anyone. Resolution: The Meeting acknowledged the policies and Business Plan of the Company

Agenda 10: Other Business - Nil - Before the Meeting was adjourned, Mrs.Nualphan Lamsam, President and Chief Executive Officer assigned Ms.Saruda Chayakantaneera, Company Secretary and First Vice President and Compliance and Corporate Governance Department, to present the report about the project of Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) to the Meeting as follows: Thailand’s Private Sector Collective Action Coalition Against Corruption Project (CAC) Performances in 2019:  The Company passed the second recertification on Sept 6, 2018 that it has policies and guidelines to prevent corruption in accordance with the criteria set forth by the CAC Committee. The Company would apply for recertification 3 months prior to completion of 3 years expiration period (before June 6, 2021)  After being certified until now, the Company had been arranging trainings on anti-corruption policy and business ethic to new employees through e-learning system to encourage the employees to realize the importance of anti- corruption and to be accordance with the criteria set by CAC. The company’s Operation Plan for 2020  Provide channels for communicating about anti-corruption policy between the Company and business partners as well as general public.  Encourage the anti-corruption policy to be part of the Company’s good governance and apply it to the key performance indications of employees, hiring outsource guideline and agents and brokers contracts.  Improve the relevant policies and practice guidelines that could reduce the risk in corruption. The Chairman invited shareholders to express their opinions or ask questions. There were questions and/or suggestions from the shareholders and answers and/or explanation from the directors and executives as follows.

Page 21 of 22

Attachment 1 Reference Memorandum for Agenda 1

Mr. Sathaporn Pungnirand, shareholder asked about business growth target of the Company Mrs. Nualphan Lamsam, President and Chief Executive Officer, responded that the Company performance in the first quarter had shown a positive in business growth and currently the Company had launched “Health Trust”, a new health insurance product and “PA Trust”, a personal accident insurance product and always adhere to the Company’s stability as well as financial stability, and conducting business with transparency, ethics and justice for the most benefits of all stakeholders. As there were no further questions from shareholders, the Chairman thanked the shareholders for their attendance and useful opinions.

The Meeting adjourned at 12:20 hrs.

Signed Mr. Photipong Lamsam Chairman/ (Mr. Photipong Lamsam) Chairman of the Meeting

Signed Ms. Saruda Chayakantaneera Company Secretary/ (Ms. Saruda Chayakantaneera) Minutes taker

Page 22 of 22

Attachment 2 Reference Memorandum for Agenda 2-3

Summary of Financial Statement compare 3 years (Unit : Thousand Baht) 2020 2019 2018 14,654,990 13,268,185 12,256,233 Direct premium written Gross premium written 14,724,965 13,354,285 12,421,602 Net premium written 7,756,176 7,343,406 6,837,244 Add (Less) unearned premium reserves (196,930) (439,970) 81,506 Net earned premium written 7,559,247 6,903,436 6,918,750 Fee and commission income 1,920,541 1,637,725 1,617,590 Total underwriting income 9,479,788 8,541,161 8,536,340 Underwriting expenses 7,903,007 7,302,478 7,370,596 Profit from underwriting before operating expenses and other 1,576,781 1,238,683 1,165,744 expenses Operating expenses, other expenses and financial cost 1,241,679 1,257,515 1,185,139 Investment income and other income 416,040 554,454 522,055 Profit before income tax 751,142 535,622 502,660 Income tax (160,238) (109,785) (87,072) Net profit 590,903 425,836 415,588 Total assets 25,585,327 23,207,352 21,905,183 Total liabilities 20,156,776 17,639,787 16,639,818 Equity 5,428,550 5,567,565 5,265,365 Cash flow from operating activities 212,874 389,910 112,639 Cash flow from investing activities (73,507) (97,174) (51,453) Cash flow from financing activities (193,876) (166,380) (253,700)

Remark: The financial statements have been reclassified to comply with new requirements identified by the Office of Insurance Commission. Underwriting expenses comprise of net claim expenses, commission and brokerage expenses, other underwriting expenses as presented in the statement of comprehensive income.

Attachment 2 Reference Memorandum for Agenda 2-3

2020 2019 2018 Liquidity Ratio Current Ratio Time(s) 1.4 1.5 1.4 Receivable Turnover Time(s) 7.0 6.6 7.3 Ratios from Statement of Comprehensive Income Underwriting Profit to Net Premium Written % 20.3 16.9 17.0 Net Profit Margin on Net Premium Written % 7.6 5.8 6.1 Return on Equity (average) % 10.7 7.9 7.8 Return on Total Assets (average) % 2.4 1.9 2.0 Loss Ratio % 57.9 59.5 61.3 Operating expense to Net Premium Written % 16.0 17.1 17.3 Combined Ratio % 94.5 99.3 99.4 Debt Ratios from Statement of Financial Position Debt to Equity Ratio Time(s) 3.71 3.17 3.16 Premium reserve to Total Assets Time(s) 0.28 0.28 0.27 Growth Rate Total Assets % 10.2 5.9 9.2 Gross Written Premium % 10.3 7.5 0.8 Net Written Premium % 5.6 7.4 (1.6) Net Profit % 38.8 2.5 (32.8) Per Share Data Book Value Per Share Baht 92.01 94.37 89.24 Earnings Per Share Baht 10.02 7.22 7.04 Dividend Per Share * Baht *4.51 2.90 2.82 Dividend Pay-Out Ratio % 45.0 40.2 40.0 Closing Share Price at Year-End Baht 85.50 85.00 97.00 Price Per Earnings Per Share Time(s) 8.54 11.78 13.77

Remark: * The Board of Directors proposed to the shareholders for approval the dividend payment from annual operating result of 2020

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr.Photipong Lamsam Date of Birth: 8 July 1934 Age: 87 years Nationality: Thai Address: 12/2 Soi Promsri 2, Sukhumvit 39, Khlong Tan Nuea, Watthana, Bangkok Education: - M.B.A., Temple University, U.S.A. Training on Director Certification Program (IOD): - Type of Director Proposed: Chairman Period of Directorship with the Company: 12 years (Appointed June 18, 2008)

Positions in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies 2 Honorary Chairman Sermsuk Plc. 7 - Chairman Phatra Leasing Plc.

Shareholding in the Company (Oneself/ Spouse/ Minor children): 1,779,376 Shares equivalent to 3.0159% Meeting attendance in 2020: Board of Committee 6 times/ 6 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mrs. Sujipan Lamsam Date of Birth: 20 January 1959 Age: 62 years Nationality: Thai Address: 23 Soi Sukhumvit 49 (Soi Klang), Khlong Tan Nuea, Watthana, Bangkok Education: - B.A.(Honors) (Economics), Cambridge University, U.K. - M.A.(Honors) (Economics), Cambridge University, U.K. - M.S. (Management), Massachusetts Institute of Technology, U.S.A. Training on Director Certification Program (IOD): Director Accreditation Program (DAP) 2004 Type of Director Proposed: Vice Chairman Period of Directorship with the Company: 12 years (Appointed June 18, 2008)

Directorship in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies 1 Vice Chairman KASIKORNBANK Plc 5 - Director KASIKORNBANK Plc

Shareholding in the Company (Oneself/ Spouse/ Minor children): 600,000 Shares equivalent to 1.0169% Meeting attendance in 2020: Board of Committee 5 times/ 6 times Executive Committee 12 times/ 12 times Investment Committee 4 times/ 4 times Risk Management Committee 4 times/ 4 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr.Jingjai Hanchanlash Date of Birth: 25 July 1942 Age: 78 years Nationality: Thai Address: 19/41 Saladaeng Police Station Alley, Lumpini, Pathumwan District, Bangkok 10330 Education: - Ph.D. (Public Law), CAEN University, France - Certificate in Management from Western Ontario University, Canada. - Certificate in Project Analysis from Connecticut University, USA. Training on Director Certification Program (IOD): Director Accreditation Program (DAP) Type of Director Proposed: Vice Chairman Period of Directorship with the Company: 7 years (Appointed July 30, 2014)

Positions in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies 4 Advisor to the Executive Loxley Plc. 11 - Board Director and Executive Asian Phytoceuticals Plc. Director Independent Director Laguna Resorts & Hotels Plc. Independent Director Thai Wah Food Products Plc.

Shareholding in the Company (Oneself/ Spouse/ Minor children): 160,038 Shares equivalent to 0.271% Meeting attendance in 2020: Board of Committee 5 times/ 6 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr. Frank Johan Gerard Van Kempen Date of Birth: 3 February 1967 Age: 53 years Nationality: Dutch Address: 27th Floor, Cambridge House, Taikoo Place, 979 King’s Road Quarry Bay, Hong Kong Education: - Master of Actuarial Science, University of Amsterdam, The Netherlands - Master of Marketing, Tilburg University, The Netherlands - Fellow of Dutch Actuarial Association - Fellow of Actuarial Society of Hong Kong Training on Director Certification Program (IOD): - Type of Director Proposed: Director Period of Directorship with the Company: 4 years (Appointed April 27, 2016)

Directorship in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies - - - - -

Shareholding in the Company (Oneself/ Spouse/ Minor children): - Shares equivalent to - Meeting attendance in 2020: Board of Committee 3 times/ 6 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr. Pravej Ongartsittigul Date of Birth: 19 May 1956 Age: 65 years Nationality: Thai Address: 249 Moo11 Soi Nopparat, Sala Thammasop Subdistrict, Thawi , Bangkok Education: - MBA, Decision Support Systems, New Hampshire College, USA. - M.B.A. (Finance), New Hampshire College, USA - BA in Accountancy, Faculty of Commerce and Accountancy, Chulalongkorn University. Training on Director Certification Program (IOD): - Director Certification Program (DCP) 86/2007 - Ethical Leadership Program (ELP) 8/2017 - Corporate Governance for Capital Market Intermediaries (CGI) 17/2016 Type of Director Proposed: Independent Director who the Nomination and Remuneration Committee and the Board has considered and approved to be the person who can independently express their opinions in accordance with the relevant rules and regulations. Period of Directorship with the Company: 3 years (Appointed April 25, 2018)

Directorship in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies - - - 4 -

Shareholding in the Company (Oneself/ Spouse/ Minor children): - Shares equivalent to - Meeting attendance in 2020: Board of Committee 6 times/ 6 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr. Pravej Ongartsittigul Date of Birth: 1 August 1947 Age: 74 years Nationality: Thai Address: 2/1 Soi Saimit, Bangchak Subdistrict, , Bangkok Education: - Honorary Doctorate Degree of Arts, Rajamangala Institute of Technology Phra Nakhon - Honorary Doctorate Degree in Business administration, Mahasarakham University - Honorary Doctorate Degree in Communication, Naresuan University - Honorary Doctorate Degree in Logistics Management, Suan Sunandha Rajabhat University - Bachelor of Arts in Political Science, Ramkhamhaeng University. Training on Director Certification Program (IOD): - Director Accreditation Program (DAP) 2003 - Director Certification Program (DCP) 2005 Type of Director Proposed: Independent Director who the Nomination and Remuneration Committee and the Board of Director has considered and approved to be the person who can independently express their opinions in accordance with the relevant rules and regulations. Period of Directorship with the Company: 2 years (Appointed February 22, 2019)

Directorship in other Companies No. of non-listed Position in business Positions in listed companies companies he/she which may create conflict of interest with No. of serves as a Position Company the Company companies director 4 Chairman Far East Fame Line DDB PCL 19 - Chairman Thai President Foods Pcl. Director Saha Pathanapibul Pcl. Director Saha Pathana Inter-Holding Pcl

Shareholding in the Company (Oneself/ Spouse/ Minor children) : - Shares equivalent to - Meeting attendance in 2020: Board of Committee 6 times/ 6 times

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachments: 3 Reference Memorandum for Agenda 5

Profile of directors nominated to replace the directors due to retire by rotation and profile of the new directors

Name/ Lastname (English) Mr. Kumpol Sontanarat Date of Birth: 5 November 1960 Age: 60 years Nationality: Thai Address: 78/54 Klang Krung Village, Charoenrat Road, Bang Khlo, Bang Kho Laem, Bangkok, 10120 Education: - Honorary Doctorate Degree (Technology Management) Thammasat University - Master of Management, Sasin Graduate Institute of Business Administration of Chulalongkorn Univeristy - Master of Science (Applied Statistics) National Institute of Development Administration - Bachelor of Engineering (Computer Engineering) King Mongkut’s Institute of Technology Chaokhunthaharn Ladkrabang campus - Bachelor of Business Administration (General Management) Ramkhamhaeng University Training on Director Certification Program (IOD): - Director Certification Program (DCP) 201/2015 Type of Director Proposed: Independent Director who the Nomination and Remuneration Committee and the Board of Director has considered and approved to be the person who can independently express their opinions in accordance with the relevant rules and regulations. Period of Directorship with the Company: -

Directorship in other Companies Position in business Positions in listed companies No. of non-listed which may create companies he/she conflict of interest with No. of Position Company serves as a director the Company companies - - - -

Shareholding in the Company (Oneself/ Spouse/ Minor children): - Shares equivalent to - Meeting attendance in 2020: -None- First time nominated as a director

The Board of Directors has thoroughly and carefully considered and scrutinized the profile of nominated director. Besides, no candidate was nominated by the shareholders to be elected as the director last year.

Attachment 4 Reference Memorandum for Agenda 7

Profiles of nominated auditors Auditor Approved the appointment of auditors of EY Office Limited as the Company’s auditor for the period ending 31 December 2021 with the names and CPA license numbers as follow:

1. Ms. Narissara Chaisuwan, Certified Public Accountant (Thailand) No. 4812 and/ or 2. Ms. Rachada Yongsawadvanich, Certified Public Accountant (Thailand) No. 4951 and/ or 3. Ms. Ratana Jala, Certified Public Accountant (Thailand) No. 3734

Any of the above auditors can conduct the audit and express an opinion on the financial statements of the Company. In the event that any of the above auditors is not available, EY Office Limited is authorized to identify any auditor of EY Office Limited who qualifies as a Certified Public Accountant to carry out the work instead of her.

Name: Ms. Narissara Chaisuwan Certified Auditor No. 4812 Age: 49 years Education: Master Degree in Business Administration, Chulalongkorn University Position in the Audit Firm: Partner Auditing Experiences: - Muang Thai Insurance Public Company Limited - Nam Seng Insurance Public Company Limited - Thai Reinsurance Public Company Limited - Thaire Life Assurance Public Company Limited - Indara Insurance Public Company Limited - Krungthai Panich Insurance Public Company Limited - Tune Insurance Public Company Limited - Bangkok Health Insurance Public Company Limited - Road Accident Victims Protection Company Limited - Generali Insurance (Thailand) Public Company Limited - Generali Life Assurance (Thailand) Public Company Limited - MBK Life Assurance Public Company Limited

Attachment 4 Reference Memorandum for Agenda 7

Name: Ms. Rachada Yongsawadvanich Certified Auditor No. 4951 Age: 50 years Education: Master of Business Administration, Assumption University/ Master of Science in Finance, Thammasat University Position in the Audit Firm: Partner Auditing Experiences: - Bangkok Insurance Public Company Limited - Thai Reinsurance Public Company Limited - Thaire Life Assurance Public Company Limited - Nam Seng Insurance Public Company Limited - Indara Insurance Public Company Limited - FWD Life Insurance Public Company Limited - Phillip Life Assurance Public Company Limited - LH Financial Group Public Company Limited - Land and Houses Securities Public Company Limited - Land and Houses Bank Public Company Limited - United Oversea Bank Public Company Limited

Name: Ms. Ratana Jala Certified Auditor No. 3734 Age: 55 years Education: Master of Accounting, Thammasat University Position in the Audit Firm: Partner Auditing Experiences: - Thai Reinsurance Public Company Limited - Thanachart Capital Public Company Limited - Thanachart Bank Public Company Limited - Maybank Kim Eng Securities (Thailand) Public Company Limited - TISCO Financial Group Public Company Limited - TISCO Bank Public Company Limited - Capital Nomura Securities Public Company Limited - Bualuang Securities Public Company Limited

Attachment 5

Profiles of the Independent Directors to be used with Proxy of Shareholders

1. Mr. Chusak Direkwattanachai Age 76 years Positions Independent Director, Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee. Address 12 Soi Ramkhamhaeng16 Sub Soi 2, Hua Mak, Bangkapi, Bangkok.

- Special conflict of interest in the proposed agenda. Agenda 6: To consider the remuneration for the Directors. - Special conflict of interest which is different from others. - None

2. Mr. Asoke Wongcha-um Age 70 years Positions Independent Director, Chairman of the Nomination and Remuneration Committee and Member of the Audit Committee. Address 88 Soi Inthamara 22 Sutthisan Rd. Dindang, Bangkok

- Special conflict of interest in the proposed agenda. Agenda 6: To consider the remuneration for the Directors. - Special conflict of interest which is different from others. - None

3. Mr. Pilas Puntakosol Age 69 years Positions Independent Director and Member of the Audit Committee. Address 17/153 Windmill Park Village, Moo14, Bangna-Trad Rd. (10.5 Km) Bang Phli Yai, Bang Phli, Samutprakarn.

- Special conflict of interest in the proposed agenda. Agenda 6: To consider the remuneration for the Directors. - Special conflict of interest which is different from others. - None

4. Mr. Pravej Ongartsittigul Age 65 years Position Independent Director Address 249 Moo11 Soi Nopparat, Salathammasop, Taweewattana, Bangkok.

- Special conflict of interest in the proposed agenda. Agenda 5: To consider and approve election of the Directors to replace those who retire by rotation. Agenda 6: To consider the remuneration for the Directors. - Special conflict of interest which is different from others. - None

5. Mr. Boonchai Chokwatana Age 74 years Positions Independent Director and Member of the Nomination and Remuneration Committee. Address 2/1 Soi Saimit, Bangjak, Phra khanong, Bangkok.

- Special conflict of interest in the proposed agenda. Agenda 5: To consider and approve election of the Directors to replace those who retire by rotation. Agenda 6: To consider the remuneration for the Directors. - Special conflict of interest which is different from others. - None Attachment 5

Definition of the Independent Director.

1. Holding shares not exceeding one percent of the total number of shares with voting rights of the Company, its parent companies, subsidiary companies, associated companies, major shareholders or controlling persons of the Company, including shares held by related persons of such independent director; 2. Neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent companies, subsidiary companies, associated companies, same-level subsidiary companies, major shareholders or controlling persons of the Company, unless the foregoing status has ended for not less than two years. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder, or controlling person of the Company; 3. Not being a person related by blood or legal registration as father, mother, spouse, sibling and child, including spouse of child, of others, executives, major shareholders, controlling persons, or persons to be nominated as director, executive or controlling person of the Company or its subsidiary companies; 4. Neither having nor used to have a business relationship with the Company, its parent companies, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, in the manner which may interfere with his independent judgment, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the Company, its parent companies, subsidiary companies, associated companies, major shareholders or controlling persons of the Company, unless the foregoing relationship has ended for not less than two years. The term business relationship under the first paragraph shall include any normal business transaction, rental or lease of immovable properties, transactions relating to assets or services or granting or receipt of financial assistance through receiving or granting loans, guarantee, providing assets as collateral, and any other similar actions, which result in the Company or his counterparty being subject to indebtedness payable to the other party in the amount of at least three percent or more of the net tangible assets of the Company or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include the indebtedness occurred during the period of one year prior to the date on which the business relationship with the person commences; 5. Neither being nor used to be an auditor of the Company, its parent companies, subsidiary companies, associated companies, major shareholders or controlling persons of the Company, and not being a significant shareholder, controlling person, or partner of an auditing firm which employs auditors of the Company, its parent companies, subsidiary companies, associated companies, major shareholders or controlling persons of the Company, unless the foregoing relationship has ended for not less than two years; 6. Neither being nor used to be a provider of any professional services, including those as legal advisor or financial advisor who receives service fees exceeding two million Baht per year from the Company, its parent companies, subsidiary companies, associated companies, major shareholders or controlling persons of the Company, and not being a significant shareholder, controlling person or partner of the provider of professional services, unless the foregoing relationship has ended for not less than two years; 7. Not being a director appointed as a representative of directors of the Company, major shareholders, or shareholders who are related to the major shareholders; 8. Not undertaking any business in the same nature and in competition to the business of the Company or its subsidiary companies, or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one percent of the total number of shares with voting rights of other companies which undertake business in the same nature and in competition to the business of the Company or its subsidiary companies; 9. Not having any other characteristics which cause the inability to express independent opinions with regard to the Company’s business operations.

Remark: The company has defined the definition of independent directors of the company. Equal to the minimum requirements of the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand. Attachment 6

Articles of Association of Muang Thai Insurance Public Company Limited ______

Chapter 5 Shareholders’ Meeting

Article 32 An Annual Ordinary Meeting of Shareholders shall be convened within four (4) months from the last day of the fiscal year of the Company. The other meetings of shareholders shall be called Extraordinary General Meeting.

As it is deemed necessary or appropriate, the Board of Directors may summon an Extraordinary General Meeting of Shareholders. Or, shareholders holding shares in aggregate of not less than ten (10) percent of the total number of sold shares may at any time submit their names and request the Board of Directors in writing to call for an Extraordinary General Meeting of Shareholders, provided that, the reasons for the request to call such meeting shall be clearly stated in the said written request. In such event, the Board of Directors shall proceed to call a shareholders' meeting to be held within forty-five (45) days from the date of the receipt of such request from the shareholders.

In the case that the Board of Directors does not hold the Meeting within the period specified in the second paragraph, the shareholders who have submitted the request or other shareholders holding the aggregate number of shares as prescribed in this Article may hold the meeting by themselves within forty-five (45) days from the lapse of the period referred in the second paragraph. In this case, it shall be deemed that such shareholder’s meeting is the meeting called by the Board of Directors whereby the Company is responsible for the expenses incurred from the convening of such meeting and for reasonable facilitation.

In the case that the quorum of the meeting convened as requested by the shareholders according to the third paragraph is not met, as stipulated in Articles 34, the shareholders under the third paragraph shall be jointly responsible for paying any expenses incurred from convening of such meeting for the Company.”

Article 33 To convene a shareholders' meeting, the Board of Directors shall prepare a written notice specifying the place, date, time, agenda of the meeting and the matters to be proposed to the meeting, with the appropriate details, indicating clearly whether it is a matter proposed for acknowledgement, for approval or for consideration, as the case may be, including the opinion of the Board of Directors on the said matters.

The said notice shall be distributed to the shareholders and the Registrar not less than seven (7) days prior to the date of the meeting. The notice shall be published in a daily newspaper printed and distributed in the locality of the head office of the Company for three (3) consecutive days and not less than three (3) days prior to the date of the meeting.

When the Board of Directors deems it appropriate, a shareholders’ meeting may be convened at the other locality other than where the head office of the Company is situated or a neighboring province.

Article 34 At a shareholders’ meeting, there shall be not less than twenty-five (25) shareholders attending the meeting, either in persons or by proxies and such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of shares sold of the Company, to form a quorum.

Attachment 6

The shareholders may appoint another person as their proxy to attend the meeting and vote on their behalf. The appointment of proxy shall be made in writing in accordance with the form so prescribed by the Registrar. The proxy shall deliver the instrument appointing proxy to the Chairman of the Board of Directors or a person entrusted by the Chairman at the meeting prior to the time that proxy attending the meeting.

Article 35 At any shareholders’ meeting, if one (1) hour has passed from the time appointed for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum, and if such shareholders’ meeting was requisitioned by shareholders, the meeting shall be dissolved. If the meeting was summoned by the Board of Directors, a new meeting shall be summoned again. At the subsequent meeting, a quorum is not required.

Article 36 The Chairman of the Board of Directors shall be the Chairman of the shareholders’ meeting. If the Chairman of the Board is not present at a meeting or unable to perform his duty, and if a Vice- Chairman exists, the Vice-Chairman present at the meeting shall be the Chairman of the meeting. If there is no Vice-Chairman or there is a Vice-Chairman, but he is unable to perform his duty, the shareholders present at the meeting shall elect one shareholder to be the Chairman of the meeting.

Article 37 In the shareholders’ meeting, the shareholders shall be entitled to one (1) vote per one (1) share. Unless this Articles of Association or the laws provide otherwise, a resolution of the shareholders’ meeting shall require a majority of votes of the shareholders who are present at the meeting and vote. In the case of a tie, the presiding Chairman shall have another casting vote.

For the following cases, a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting and having the right to vote is required:

(1) the sale or transfer of the whole or the substantial part of the Company’s business to any other person; (2) the purchase or acceptance of the transfer of the business of other companies or private companies by the Company; (3) the execution, amendment, or termination of contracts relating to the leasing out of the whole or substantial part of the business of the Company, the assignment to any other person to manage the business of the Company, or the consolidation of the business with other persons with an objective towards profit and loss sharing; (4) the amendment, change or adding the Memorandum of Association or the Articles of Association of the Company; (5) the increase or decrease of capital; (6) the issuance of debenture for the public offering; (7) the amalgamation; and (8) the dissolution.

Article 38 Voting shall not be secret unless at least five (5) shareholders request a secret voting prior to the voting and the Meeting resolves to approve it.

When the secret voting is requested, the method of secret voting shall be determined by the Chairman of the Meeting.

Article 39 Any shareholders with a special interest in any matter shall have no right to vote on such a matter, provided that the voting for the election or removal of Directors shall not be subject to this Article. Attachment 7

Evidence showing an identity of the shareholder or the representative of the shareholder

The participant is required to present the following documents prior to their attendance: Natural person 1. A shareholder on his own behalf: - An identification card, or a governmental identification card, or a passport. (non-Thai nationality) 2. Proxy for the shareholder: - A proxy’s form in the form as attached to the notice to shareholders, completely filled up and signed by the shareholder and the proxy. - Certified true copy of an identification card or a governmental identification card or a passport (non-Thai nationality) of both shareholder and the proxy. Juristic person 1. Representative of shareholder attending the meeting: - An identification card, or a governmental identification card, or a passport. (non-Thai nationality) - Certified true copy of corporate affidavit from Ministry of Commerce showing the authorized persons has the authority to act on behalf of the shareholder. 2. Proxy for the shareholder. - A proxy’s form in the form as attached to the notice to shareholders, completely filled up and signed by the shareholder and the proxy. - An identification card, or a governmental identification card, or a passport. (non-Thai nationality) of both the authorized persons of the shareholder and the proxy signing the proxy form. - Certified true copy of corporate affidavit from Ministry of Commerce or copy of juristic person from Ministry of Commerce. (for Juristic person registered outside Thailand)

Attachment 8

Attachment 10

Guideline for Attending the Annual General Meeting of Shareholders 2021

Shareholders

Attend by Attend by Proxy

Themselves

Proxy checking desk Required documents

- Proxy and stamp duty - Copy of the Shareholder’s ID card, certified true with original signature

- Registration Form

- Original ID card of the Proxy

Registration desk

Present the following documents

Shareholders Proxies

- Original ID Card - Proxy documents as above

- Registration Form - Registration Form

Sign registration in the presence of the Company staffs and pick up ballot cards* (*The proxies of shareholders who had already indicated their vote will not receive ballot cards upon registration and do not have to vote)

The Meeting begins at 10:00 hrs

To vote – Submit ballot cards only for disapproved or abstained vote of each agenda by raising hand to notify the staff to collect the ballots.

The Chairman summarizes voting result to the Meeting

* Please hand back the ballot cards that are not used to the staff at the end of the Meeting * Attachment 11 Proxy (Form B.) Duty Stamp 20 Baht Written at Date Month Year

(1) I/We Nationality Address (2) As a shareholder of Muang Thai Insurance Public Company Limited holding the total amount of shares and have the right to vote equal to votes as follows: Ordinary share shares and have the right to vote equal to votes Preferred share shares and have the right to vote equal to votes (3) Hereby appoint (May grant proxy to a MTI Independent Director, details shown in Attachment 5)  1. Name Mr. Photipong Lamsam Age 87 Years Position Chairman Resident at 12/2 Soi Promsri 2 Sukhumvit Road Klongtun Klongteoy Bangkok or  2. Name Mr.Chusak Direkwattanachai Age 76 Years Position Independent Director and Chairman of Audit Committee and member of the Nomination and Remuneration Committee Resident at 12 Soi Ramkhamheang16/2 Hua-mak Bangkapi Bangkok or  3. Name Age Years Resident at Only one of the above persons as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Shareholders No. 13/2021, on Wednesday, April 28, 2021, at 10.00 hours, at Muang Thai Life Assurance Auditorium, 250 Rachadaphisek Road, Huay Kwang, Bangkok or at any adjournment thereof to any other date, time and venue. (4) I/we direct the proxy to vote as follows:- Agenda 1: To consider and certify the minutes of the Annual General Meeting of the Shareholders No. 12/2020  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my / our following instruction:  Approve  Disapprove  Abstain Agenda 2: To acknowledge the performance of the Company for the year 2020 Agenda 3: To consider and approve the statement of financial position and the statement of comprehensive income for the year ended December 31, 2020  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my / our following instruction:  Approve  Disapprove  Abstain Agenda 4: To consider and approve profit allocation and dividend payment from the performance of the Company for the year 2020  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my / our following instruction:  Approve  Disapprove  Abstain Agenda 5: To consider to electing the Directors to replace those who are due to retire by rotation and electing the new Director.  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my / our following instruction:  To elect directors as a whole  Approve  Disapprove  Abstain

Attachment 11  To elect each director individually 5.1 Mr. Photipong Lamsam  Approve  Disapprove  Abstain 5.2 Mrs. Sujitpan Lamsam  Approve  Disapprove  Abstain 5.3 Mr. Jingjai Hanchanlash  Approve  Disapprove  Abstain 5.4 Mr. Frank Johan Gerard Van Kempen  Approve  Disapprove  Abstain 5.5 Mr. Pravej Ongartsittigul  Approve  Disapprove  Abstain 5.6 Mr. Boonchai Chokwatana  Approve  Disapprove  Abstain 5.7 Mr. Kumpol Sontanarat  Approve  Disapprove  Abstain Agenda 6: To consider the remuneration for the Directors for the year 2021  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my/ our following instruction:  Approve  Disapprove  Abstain Agenda 7: To consider and appoint the auditor and to determine the audit fees for the year 2021  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my/our following instruction:  Approve  Disapprove  Abstain Agenda 8: To acknowledge the Company’s policies and business plan in the future. Agenda 9: Other businesses. (if any)  (A) The Proxy is entitled to cast the votes on my/our behalf at its own discretion.  (B) The Proxy must cast the votes in accordance with my/our following instruction:  Approve  Disapprove  Abstain (5) Voting of proxy in any agenda that is not as specified herein shall be considered as invalid and not my voting as a shareholder. (6) If I/We do not specify or clearly specify my/our intention to vote in any agenda, or if there is any agenda considered in the meeting other than those specified above, or if there is any change or amendment to any facts, the Proxy shall be authorize to consider the matters and vote on my/our behalf as the Proxy deems appropriate Any act(s) undertaken by the Proxy at such meeting, unless the proxy holder does not vote as I/we specified herein, shall be deemed as my/our own act(s) in every respects.

Signed Proxy Grantor ( )

Signed Proxy Holder ( )

Remark 1. A shareholder shall appoint only one proxy holder to attend and vote at the meeting. A shareholder may not split shares and appoint more than one proxy holder in order to split votes. 2. In agenda regarding the appointment of new directors, voting can be either for all the nominated candidates as a whole or voting for each nominated candidate. 3. In case there is any further agenda apart from the specified above brought into consideration in the meeting, the proxy holder may use the Annex to the Form B of Proxy as attached.