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Notice for the 2021 Annual General Meeting of Shareholders Muang Thai Insurance Public Company Limited Wednesday 28 April 2021 at 10.00 Hrs

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Notice for the 2021 Annual General Meeting of Shareholders Muang Thai Insurance Public Company Limited Wednesday 28 April 2021 at 10.00 Hrs 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, Bangkok. 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 Thailand (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.
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