Invitation to the Extraordinary General Meeting of Shareholders No

Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019

Thursday, November 28, 2019 at 14.00 hrs., 7th Floor, Auditorium TMB Head Office 3000 Phahon Yothin Road, Chom Phon, Chatuchak, Bangkok 10900 Table of Contents

Attachment Section Page

Documents of the Extraordinary General Meeting of Shareholders No. 2/2019

Invitation to the EGM No. 2/2019 3

Attachment 1 Bank of Thailand Notification No. SorNorSor. 20/2562 Re: Approval for the share purchase for the entire business transfer and receipt of the transfer of Thanachart Bank Public Co., Ltd to TMB Bank Public Co., Ltd. 7 Attachment 2 Profile of the Person Nominated for Directors Election (Newly Proposed) 9

Documents for the Attendance of the Extraordinary General Meeting of Shareholders No. 2/2019

Attachment 3 The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2019 13 Attachment 4 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before Attending the Meeting 16 Attachment 5 Articles of Association of the Bank Regarding the Shareholders’ Meeting, Voting and Vote Counting 18 Attachment 6 Meeting Attendance Process for the EGM No. 2/2019 22 Attachment 7 Details of the Directors to Act as Shareholders’ Proxies 23 Attachment 8 Qualifications of Independent Directors of the Bank 26 Attachment 9 Map of TMB Head Office Location and Transportation Provided for Shareholders 28 Attachment 10 Proxy Form B Insert Proxy Form C (Can be printed from www.tmbbank.com)

2 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019

No. CSO 99/2019 8 November 2019 Subject: Invitation to the Extraordinary General Meeting of Shareholders No. 2/2019 Attention: Shareholders of TMB Bank Public Company Limited The Board of Directors of TMB Bank Public Company Limited (TMB) has resolved to hold the Extraordinary General Meeting of Shareholders No. 2/2019 on Thursday 28 November 2019 at 14.00 hrs. at the Auditorium, 7th Floor, TMB Head Office, 3000 Phahonyothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok to consider the following agenda: Agenda 1: To consider and approve amending clause 3. of the memorandum of association re: business objectives. Objective and rationale To ensure that the operations of TMB in the future run well along with certain businesses to be transferred from Thanachart Bank Public Company Limited (TBANK), the Board of Directors wishes to propose that the shareholders’ meeting consider and approve amending clause 3. of TMB’s memorandum of association by amending item no. (4) of the business objectives. Approval of this matter requires not less than three-fourths or more of the total votes of shareholders attending the meeting and entitled to vote. The proposed amendment is set out below:

Existing statement New statement

(4) To sell, exchange, transfer, let out or otherwise (4) To sell, exchange, transfer, let out, grant a dispose of any or all personal or real property of hire purchase of, grant a leasing of, enter into TMB; and to pledge, mortgage or encumber such financial lease or operating lease property with the aim of securing the performance transactions, enter into sale and lease back of obligations or supporting the operations of TMB transactions, grant the use or any exploitation in all respects. of any or all personal or real property of TMB or any person; and to pledge, mortgage or encumber such property with the aim of securing the performance of obligations or supporting the operations of TMB in all respects.

To facilitate and expedite the registration of the proposed amendment to the memorandum of association and objectives, the Board of Directors proposes that the shareholders’ meeting consider granting authorisations to an authorised director or the CEO, including their designees, to sign any and all applications and documents relating to the registration of the proposed amendment as well as the application for such registration with the Department of Business Development, Ministry of Commerce; to amend or modify any application or statement contained in any documents relating to the registration of the proposed amendment to the memorandum of association and objectives; coupled with the powers and authorisations to do any acts, deeds and things necessary for and in connection with the above performance, as they think fit, to comply with applicable laws, rules and

TMB Bank Public Company Limited 3 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019

regulations and the interpretation of the government authorities and to follow any advice or instructions which may be given by the registrar or other competent authorities. Opinion of the Board of Directors The Board of Directors takes the view that the proposed amendment to the memorandum of association and objectives of TMB would expand TMB’s scope of operations to include leasing business, which is one of key business activities to be transferred from TBANK. Therefore, the Board of Directors proposes that the shareholders’ meeting to approve: (i) the indicated amendment to the memorandum of association and objectives, and (ii) the granting of authorisations, as detailed above. Agenda 2: To consider and approve the acquisition of shares for the purpose of the acceptance of business transfer from Thanachart Bank Public Company Limited Objective and rationale At Extraordinary General Meeting of Shareholders No.1/2019 held on 23 September 2019, the shareholders approved an acquisition by TMB of entire shares in TBANK as part of an acceptance of an entire business transfer from TBANK to TMB. On 2 October 2019, an approval of the Bank of Thailand (BOT) in relation to TMB’s share acquisition and acceptance of the entire business transfer from TBANK to TMB (the Transaction) was published in the Royal Gazette as set out in Attachment 1, in accordance with sections 73 and 74 of the Financial Institutions Business Act, B.E.2551, as amended (the FIBA). Therefore, to comply with section 74 of the FIBA, after the BOT approves the Transaction, TMB must further seek an approval of the Transaction from the shareholders’ meeting by not less than three- fourths of the total votes of shareholders attending at the meeting. Opinion of the Board of Directors The board of directors proposes that the shareholders’ meeting to approve the acquisition of shares for the purpose of the acceptance of an entire business transfer from TBANK to TMB. Agenda 3: To consider and approve the election of additional directors Objective and rationale At Extraordinary General Meeting of Shareholders No.1/2019 held on 23 September 2019, the shareholders approved an issuance and offering of TMB’s new ordinary shares to TBANK’s existing shareholders. To mirror the change in the shareholding structure as referred to above, it is proposed to elect two additional members, so that the new Board of Directors will increase from 12 members to 14 members. Therefore, the Board of Directors would like to propose the election of Mr. Suphadej Poonpipat and Mr. Somjate Moosirilert (Profile of the person nominated for directors election (newly proposed) are set out in Attachment 2 hereto) as new directors of TMB and their nomination for the directorship of TMB has earlier obtained the BOT’s approval. The new directors’ appointment will take effect immediately on the same date that TMB registers the increase of paid-up capital in relation to the share offering to TBANK’s existing shareholders, which shall be no later than 31 January 2020. However, if the registration of the capital increase cannot be completed on 31 January 2020 as expected above, the shareholders’ resolution on this matter will become null.

4 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019 regulations and the interpretation of the government authorities and to follow any advice or Opinion of the Board of Directors instructions which may be given by the registrar or other competent authorities. The Board of Directors takes the view that the new directors’ election constitutes an essential Opinion of the Board of Directors component of the Transaction mentioned under agenda 2 and, therefore, wishes to propose that the shareholders’ meeting to approve the election of two new directors as detailed above. The Board of Directors takes the view that the proposed amendment to the memorandum of association and objectives of TMB would expand TMB’s scope of operations to include leasing Agenda: 4 To consider and approve the additional audit fees for 2019 as a result of the acceptance of a business business, which is one of key business activities to be transferred from TBANK. Therefore, the Board transfer from Thanachart Bank Public Company Limited of Directors proposes that the shareholders’ meeting to approve: (i) the indicated amendment to the memorandum of association and objectives, and (ii) the granting of authorisations, as detailed above. Objective and rationale Agenda 2: To consider and approve the acquisition of shares for the purpose of the acceptance of business In order to comply with Section 120 of the Public Limited Company Act B.E. 2535 (as amended) which transfer from Thanachart Bank Public Company Limited requires the Annual General Meeting of Shareholders to appoint the auditor and fix the audit fee of TMB every year, and whereas at 2019 Annual General Meeting of Shareholders held on Friday 12 Objective and rationale April 2019, the Meeting had approved, in Agenda 7, the appointment of Mr. Chanchai Sakulkoedsin, CPA Registration no. 6827, or Mrs. Wilai Buranakittisopon, CPA Registration no. 3920 or Miss Pantip At Extraordinary General Meeting of Shareholders No.1/2019 held on 23 September 2019, the Gulsantithamrong, CPA Registration no. 4208, of KPMG Phoomchai Audit Ltd., as TMB’s auditor for shareholders approved an acquisition by TMB of entire shares in TBANK as part of an acceptance the financial year 2019, with total audit fee of Baht 12,628,370, comprising the ordinary audit fee of of an entire business transfer from TBANK to TMB. On 2 October 2019, an approval of the Bank of Baht 12,040,000 and the audit fees for TMB’s overseas branches of Baht 588,370. Other relevant Thailand (BOT) in relation to TMB’s share acquisition and acceptance of the entire business transfer expenses would be up to Baht 320,000. from TBANK to TMB (the Transaction) was published in the Royal Gazette as set out in Attachment 1, in accordance with sections 73 and 74 of the Financial Institutions Business Act, B.E.2551, as With reference to the Transaction which is expected to complete in December 2019, it will cause amended (the FIBA). TBANK to become a subsidiary of TMB and, therefore, it is necessity for the auditor of TMB to additionally audit the financial statements in relation to the Transaction and disclose it in the financial Therefore, to comply with section 74 of the FIBA, after the BOT approves the Transaction, TMB must statements of TMB on a consolidation basis. further seek an approval of the Transaction from the shareholders’ meeting by not less than three- fourths of the total votes of shareholders attending at the meeting. The Board of Directors, by recommendation and suggestion of the Audit Committee, has considered Opinion of the Board of Directors and deemed proper to fix the additional 2019 audit fee as a result of the Transaction at Baht 1,980,000. The board of directors proposes that the shareholders’ meeting to approve the acquisition of shares Opinion of the Board of Directors for the purpose of the acceptance of an entire business transfer from TBANK to TMB. The Board of Directors approved the additional 2019 audit fee as proposed by the Audit Committee Agenda 3: To consider and approve the election of additional directors and deemed it appropriate to propose for the shareholders’ meeting to consider and approve the Objective and rationale additional audit fee as a result of the Transaction of Baht 1,980,000. Details of which are as follows: At Extraordinary General Meeting of Shareholders No.1/2019 held on 23 September 2019, the Audit fees shareholders approved an issuance and offering of TMB’s new ordinary shares to TBANK’s existing Unit :Baht shareholders. To mirror the change in the shareholding structure as referred to above, it is proposed Particulars Additional Audit fee Audit fee that have Total Audit Fee to elect two additional members, so that the new Board of Directors will increase from 12 members proposed been approved for 2019 to 14 members. Therefore, the Board of Directors would like to propose the election of Mr. Suphadej for this approval Poonpipat and Mr. Somjate Moosirilert (Profile of the person nominated for directors election (newly proposed) are set out in Attachment 2 hereto) as new directors of TMB and their nomination for the Audit fee and fee for review of 1,980,000 12,040,000 14,020,000 directorship of TMB has earlier obtained the BOT’s approval. The new directors’ appointment will TMB’s financial statements take effect immediately on the same date that TMB registers the increase of paid-up capital in relation Audit fee for the Bank’s - 588,370 588,370 to the share offering to TBANK’s existing shareholders, which shall be no later than 31 January 2020. overseas branches Total 1,980,000 12,628,370 14,608,370 However, if the registration of the capital increase cannot be completed on 31 January 2020 as expected above, the shareholders’ resolution on this matter will become null.

TMB Bank Public Company Limited 5 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019

Agenda: 5 To consider other business (if any)

According to the Public Limited Company Act B.E.2535 (as amended), any holder(s) of one-third or more of the total outstanding shares may ask the shareholders’ meeting to consider any business, in addition to those matters proposed in the convening notice.

On Wednesday 9 October 2019, TMB will temporarily close its share register book to identify the shareholders entitled to attend Extraordinary General Meeting of Shareholders No. 2/2019 in accordance with section 74 of the FIBA. Therefore, you are invited to attend the meeting on the date and at the time and venue specified. The registration for the meeting begins at 10.00 hrs. To avoid any delay in the registration process on the meeting date, all shareholders and/or proxies are encouraged to prepare and bring with you a registration form (showing each shareholder’s name) and/or a written proxy, together with all other evidence required, as detailed in the Instructions on Proxy Appointment, Registration and Showing Documents before the Meeting Time (Attachment 4). The meeting will be conducted in accordance with the procedure imposed in TMB’s articles of association (Attachment 5) and the procedure of Extraordinary General Meeting of Shareholders No. 2/2019 (Attachment 6). In a bid to preserve the rights and interests of any shareholder who is unable to attend the meeting in person and wishes to appoint a director or independent director of TMB to act on his/her behalf, the shareholder may authorise a director or independent director of TMB as listed in attachment 7 (the independent director’s qualifications are given in attachment 8). In that case, the shareholder must send a completed proxy in form B. (Attachment 10 for general shareholders) or form C. for use by any shareholder residing abroad who has deposited his/her shares with a local custodian), which can be printed out through TMB’s website: www.tmbbank.com, together with other supporting documents, in an earlier circulated envelope to TMB by postal service within Wednesday 27 November 2019.

For your convenience, a shuttle bus service will be provided for transport from the parking area of Mo Chit BTS station (opposite to Chatuchak Park) to the meeting venue (please see the map in attachment 9) or vice versa during 10.00 – 14.00 hrs. until the meeting is closed.

Yours sincerely

Mr. Naris Aruksakunwong Company Secretary Acting on an instruction of the Board of Directors

6 Invitation to The Extraordinary General Meeting of Shareholders No. 2/2019 -UNOFFICIAL TRANSLATION- Attachment No. 1

Agenda: 5 To consider other business (if any) Page 130 Volume 136 Special Section 246 Kghor Royal Gazette 2 October 2562 According to the Public Limited Company Act B.E.2535 (as amended), any holder(s) of one-third or more of the total outstanding shares may ask the shareholders’ meeting to consider any business, in addition to those matters proposed in the convening notice. Bank of Thailand Notification On Wednesday 9 October 2019, TMB will temporarily close its share register book to identify the No. SorNorSor. 20/2562 shareholders entitled to attend Extraordinary General Meeting of Shareholders No. 2/2019 in Re: Approval for the share purchase for the entire business transfer and receipt of the transfer of Thanachart Bank accordance with section 74 of the FIBA. Therefore, you are invited to attend the meeting on the date Public Co., Ltd to TMB Bank Public Co., Ltd. and at the time and venue specified. The registration for the meeting begins at 10.00 hrs. To avoid ______any delay in the registration process on the meeting date, all shareholders and/or proxies are 1. Rationale for Notification encouraged to prepare and bring with you a registration form (showing each shareholder’s name) To strengthen the position and operation of the financial institutions, including promoting the stability and and/or a written proxy, together with all other evidence required, as detailed in the Instructions on improving the financial institutions’ ability to compete. Proxy Appointment, Registration and Showing Documents before the Meeting Time (Attachment 4). The meeting will be conducted in accordance with the procedure imposed in TMB’s articles of association (Attachment 5) and the procedure of Extraordinary General Meeting of Shareholders 2. Legal Authority No. 2/2019 (Attachment 6). In a bid to preserve the rights and interests of any shareholder who is By Section 73 of the Financial Institutions Act B.E. 2551 (2008) unable to attend the meeting in person and wishes to appoint a director or independent director of TMB to act on his/her behalf, the shareholder may authorise a director or independent director of 3. Scope of Enforcement TMB as listed in attachment 7 (the independent director’s qualifications are given in attachment 8). This Notification is enforced on Thanachart Bank Public Co., Ltd and TMB Bank Public Co., Ltd. In that case, the shareholder must send a completed proxy in form B. (Attachment 10 for general shareholders) or form C. for use by any shareholder residing abroad who has deposited his/her shares with a local custodian), which can be printed out through TMB’s website: www.tmbbank.com, 4. Content together with other supporting documents, in an earlier circulated envelope to TMB by postal service The Bank of Thailand approves the execution of the share purchase for the entire business transfer and within Wednesday 27 November 2019. receipt of the transfer of Thanachart Bank Public Co., Ltd to TMB Bank Public Co., Ltd. 1. The entire business transfer of Thanachart Bank Public Co., Ltd to TMB Bank Public Co., Ltd. shall For your convenience, a shuttle bus service will be provided for transport from the parking area of be completed within B.E. 2564 (2021) in accordance with the following conditions: Mo Chit BTS station (opposite to Chatuchak Park) to the meeting venue (please see the map in attachment 9) or vice versa during 10.00 – 14.00 hrs. until the meeting is closed. 1.1 The transfer of all the asset, liability, and obligations to TMB Bank Public Co., Ltd. shall be in accordance with applicable accounting principles. 1.2 Payment for the value of the asset transferred shall be made after the applicable reserves Yours sincerely have been made. 2. Transfer Agreement

Mr. Naris Aruksakunwong The execution under item 1. shall be made in written agreement and shall not include an agreement Company Secretary to transfer the asset, liability, or obligations back to Thanachart Bank Public Co., Ltd. Acting on an instruction of the Board of Directors 3. Return of the permit Upon execution of item 1. and 2. Thanachart Bank Public Co., Ltd shall return the permit for the

operation of commercial bank and the permit for bank operation issued by the Ministry of Finance, including other applicable permits in the same accounting year as the date of the entire business transfer and immediately proceed to liquidation.

TMB Bank Public Company Limited 7 -UNOFFICIAL TRANSLATION- Attachment No. 1

Page 131 Volume 136 Special Section 246 Kghor Royal Gazette 2 October 2562

4. Period for the approval to cease effect If Thanachart Bank Public Co., Ltd. and TMB Bank Public Co., Ltd. do not execute the entire business transfer and receipt of the transfer, including, not returning the permit under the share purchase for the entire business transfer under this Notification, this Notification shall be deemed to have ceased, unless the Bank of Thailand orders otherwise.

5. Effective Date This Notification shall become effective on the date which it was announced in the Royal Gazette onwards.

Announced on 27 September 2562 (2019) Veerathai Santiprabhob Governor Bank of Thailand

8 -UNOFFICIAL TRANSLATION- Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2

Page 131 Profiles of the persons nominated to elect additional directors (New Proposed)

Volume 136 Special Section 246 Kghor Royal Gazette 2 October 2562 Name Mr. Suphadej Poonpipat Director type Director of the Board 4. Period for the approval to cease effect Age 69 years old If Thanachart Bank Public Co., Ltd. and TMB Bank Public Co., Ltd. do not execute the entire Nationality Thai business transfer and receipt of the transfer, including, not returning the permit under the share purchase for Education - Master of Science, University of Wisconsin, USA the entire business transfer under this Notification, this Notification shall be deemed to have ceased, unless - Bachelor of Business Administration and Accounting, Chulalongkorn the Bank of Thailand orders otherwise. University Directorship training - Role of the Chairman Program, Role of the Compensation Committee, 5. Effective Date Financial Institutions Governance Program, and Director Accreditation Program, This Notification shall become effective on the date which it was announced in the Royal Gazette onwards. Thai Institute of Directors Association - Block Chain Technology and Anti-Corruption for Executives, Thanachart Bank

Public Company Limited Announced on 27 September 2562 (2019) - Senior Executive Program, Capital Market Academy (CMA) Veerathai Santiprabhob Expertise Marketing, Strategic planning, Risk management, Governance, Nomination, Governor Banking and Financial sector Bank of Thailand Term/year as TMB Director - term/ - year -month Work experiences - Chief Executives Officer and Chairman of Risk Management Committee, Thanachart Capital Plc. - Chief Executives Officer and Chairman of the Risk Management Committee, Thanachart Bank Plc. - Vice Chairman, Thanachart Insurance Plc. - Chairman, DMS Property Investment Private Ltd. - Member of Nomination and Remuneration Committee, Vice Chairman of the Executive Committee, MBK Plc. - Director, Royal Orchid Hotel (Thailand) Plc. - Director, Thai Royal Orchid Real Estate Co., Ltd. - Advisor, Vice Chairman, Chairman of the Executives Committee, Patum Rice Mill and Granary Plc. - Director, Plan Estate Co., Ltd. Position/s in other listed Holding position in three companies: companies - Vice Chairman and Chairman of the Executive Committee, Thanachart Capital Plc. - Vice Chairman, Chairman of Nomination and Remuneration Committee, and Chairman of the Executive Committee, MBK Plc. - Chairman and Chairman of the Good Corporate Governance Committee, Patum Rice Mill and Granary Plc.

TMB Bank Public Company Limited 9 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2

Position/s in non SET-listed Holding position in six companies: companies - Vice Chairman and Chairman of the Executive Committee, and Member of Succession Committee, Thanachart Bank Plc. - Chairman and Chairman of the Executive Committee, Thanachart Insurance Plc. - Chairman, MBK Life Assurance Plc. - Director, MBK Resort Plc. - Director, Siam Piwat Co., Ltd. - Director, Siam Piwat Holding Co., Ltd. Position/s in other businesses Currently being as positions in financial business Thanachart Capital Plc. In this that may have conflicts of regard, exception had been granted by the Bank of Thailand. interest with TMB Shareholding in TMB - None - Meeting attendance in 2019 - None - Relationship or vested interest - Not being director participating in the management, or official, employee, or with TMB/ subsidiary/ advisor receiving regular salaries. associated companies or - Not being professional service provider (such as auditor and legal consultant). juristic person that may have - Not having significant business relationship that may hinder the independent conflicts of interest at present performance. or in the past two years

10 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2 Profiles of the persons nominated to elect additional directors (New Proposed) Position/s in non SET-listed Profiles of the persons nominated to elect additional directors (New Proposed) Holding position in six companies: companies - Vice Chairman and Chairman of the Executive Committee, and Member of Name Mr. Somjate Moosirilert Name Mr. Somjate Moosirilert Succession Committee, Thanachart Bank Plc. Director type Director of the Board Director type Director of the Board - Chairman and Chairman of the Executive Committee, Thanachart Insurance Plc. Age 63 years old Age 63 years old - Chairman, MBK Life Assurance Plc. Nationality Thai Nationality Thai - Director, MBK Resort Plc. Education - Master of Management, Sasin Graduate Institute of Education - Master of Management, Sasin Graduate Institute of - Director, Siam Piwat Co., Ltd. Business Administration of Chulalongkorn University Business Administration of Chulalongkorn University - Director, Siam Piwat Holding Co., Ltd. - Bachelor of Business Administration, Thammasat University Position/s in other businesses - Bachelor of Business Administration, Thammasat University Currently being as positions in financial business Thanachart Capital Plc. In this Directorship training - Role of the Chairman Program and Corporate Governance for Capital Market that may have conflicts of Directorship training - Role of the Chairman Program and Corporate Governance for Capital Market regard, exception had been granted by the Bank of Thailand. Intermediaries, Thai Institute of Directors Association interest with TMB Intermediaries, Thai Institute of Directors Association - TLCA Leadership Development Program (LDP), Thai Listed Companies Shareholding in TMB - None - - TLCA Leadership Development Program (LDP), Thai Listed Companies Association, Stock Exchange of Thailand Meeting attendance in 2019 - None - Association, Stock Exchange of Thailand - Senior Executive Program, Capital Market Academy (CMA) Relationship or vested interest - Not being director participating in the management, or official, employee, or - Senior Executive Program, Capital Market Academy (CMA) - Thailand Sustainable Banking 2018, Bank of Thailand with TMB/ subsidiary/ advisor receiving regular salaries. - Thailand Sustainable Banking 2018, Bank of Thailand - Anti-Corruption for Executives, Thanachart Bank Plc. associated companies or - Not being professional service provider (such as auditor and legal consultant). - Anti-Corruption for Executives, Thanachart Bank Plc. juristic person that may have Expertise Strategic planning, Risk management, Governance, Nomination, Banking and - Not having significant business relationship that may hinder the independent Expertise Strategic planning, Risk management, Governance, Nomination, Banking and conflicts of interest at present Financial sector performance. Financial sector or in the past two years Term/year as TMB Director - term/ - year -month Term/year as TMB Director - term/ - year -month Work experiences - Senior Executive Vice President and Chief Executives Officer, Thanachart Work experiences - Senior Executive Vice President and Chief Executives Officer, Thanachart Capital Plc. Capital Plc. - Director and Member of the Executives Committee, Chairman of Risk - Director and Member of the Executives Committee, Chairman of Risk Management Committee, and Chief Executive Officer and President, Management Committee, and Chief Executive Officer and President, Thanachart Bank Plc. Thanachart Bank Plc. - Vice Chairman and Vice Chairman of the Executives Committee, Thanachart - Vice Chairman and Vice Chairman of the Executives Committee, Thanachart Insurance Plc. Insurance Plc. - Chairman and Chairman of the Executives Committee, Siam City Life - Chairman and Chairman of the Executives Committee, Siam City Life Assurance Plc. Assurance Plc. - Chairman and Chairman of the Executives Committee, TS Asset Management - Chairman and Chairman of the Executives Committee, TS Asset Management Co., Ltd. Co., Ltd. - Director, Vice Chairman, Vice Chairman Advisor, Thai Listed Companies - Director, Vice Chairman, Vice Chairman Advisor, Thai Listed Companies Association Association - Director and Advisor, The Thai Bankers Association - Director and Advisor, The Thai Bankers Association - Member of the Steering Committee, Sasin Graduate Institution of Business - Member of the Steering Committee, Sasin Graduate Institution of Business Administration of Chulalongkorn University Administration of Chulalongkorn University Position/s in other listed Holding position in one company: Position/s in other listed Holding position in one company: companies - Director, Member of the Executive Committee, Member of Risk Oversight companies - Director, Member of the Executive Committee, Member of Risk Oversight Committee, and Chief Executives Officer, Thanachart Capital Plc. Committee, and Chief Executives Officer, Thanachart Capital Plc. TMB Bank Public Company Limited 11 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2

Position/s in non-SET-listed Holding position in four companies/agencies: companies - Chairman and Chairman of the Executive Committee, Thanachart Securities Plc. - Chairman and Chairman of the Executive Committee, Thanachart Fund Management Company Limited - Advisory Board, Association of Securities Companies - Vice Chairman, Thai Listed Companies Association Position/s in other businesses that Currently being as positions in financial business Thanachart Capital Plc. In this may have conflicts of interest with regard, exception had been granted by the Bank of Thailand. TMB Shareholding in TMB - None - Meeting attendance in 2019 - None - Relationship or vested interest with - Not being director participating in the management, or official, employee, or TMB/ subsidiary/associated advisor receiving regular salaries. companies or juristic person that - Not being professional service provider (such as auditor and legal consultant). may have conflicts of interest at - Not having significant business relationship that may hinder the independent present or in the past two years performance.

12 Profiles of the persons nominated to elect additional directors (New Proposed) Attachment No. 2 The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2562 Attachment No. 3

Position/s in non-SET-listed Holding position in four companies/agencies: companies - Chairman and Chairman of the Executive Committee, Thanachart Securities Plc. The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2562 - Chairman and Chairman of the Executive Committee, Thanachart Fund Reference is made to the Extraordinary General Meeting of Shareholders No. 1/2562 held by TMB Bank Public Management Company Limited Company Limited (TMB) on Monday, September 23, 2019 at 14.00 hrs. The resolutions passed at the said - Advisory Board, Association of Securities Companies meeting are as follows: - - Vice Chairman, Thai Listed Companies Association Agenda No. 1 To consider and acknowledge the merger between TMB Bank Public Company Limited and Position/s in other businesses that Currently being as positions in financial business Thanachart Capital Plc. In this Thanachart Bank Public Company Limited and the acceptance of entire business transfer from may have conflicts of interest with regard, exception had been granted by the Bank of Thailand. TMB and Thanachart Bank Public Company Limited Shareholding in TMB - None - Resolution The Chairman concluded that the meeting has acknowledged the merger between TMB and Meeting attendance in 2019 - None - Thanachart Bank Public Company Limited (TBANK) and the acceptance of the entire business Relationship or vested interest with - Not being director participating in the management, or official, employee, or transfer from TBANK. TMB/ subsidiary/associated advisor receiving regular salaries. companies or juristic person that - Not being professional service provider (such as auditor and legal consultant). Agenda No. 2 To consider and approve the purchase of total Thanachart Bank Public Company Limited may have conflicts of interest at - Not having significant business relationship that may hinder the independent shares, which constitutes a major acquisition of assets transaction present or in the past two years performance. Resolution The meeting passed a resolution with not less than three-fourths of the total votes of the shareholders attending the meeting and entitled to vote approving:

(1) the purchase of total TBANK shares as detailed in Agenda 1 above, which constitutes a type one major acquisition of assets transaction and the authorisation of the CEO and/or any individuals designated by TMB board of directors or CEO to take any actions required relating to the share acquisition in TBANK.

Agenda No. 3 To consider and approve the capital reduction and amendment to the memorandum of association

Resolution The meeting passed a resolution with not less than three-fourths of the total votes of the shareholders attending the meeting and entitled to vote approving

(1) the reduction of TMB registered capital by cutting the 256,845,369 unissued shares and the amendment of Clause 4 of the memorandum of association (the MOA) to reflect such reduction; and

TMB Bank Public Company Limited 13 The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2562 Attachment No. 3

accordance with applicable laws, rules and regulations and in line with the interpretation of the relevant authorities and any instructions or advice given by the registrar or other government officials.

Agenda No. 4 To consider and approve the capital increase and amendment to the memorandum of association

Resolution The meeting passed a resolution with not less than three-fourth of the total votes of the shareholders attending the meeting and entitled to vote approving

(1) the registered capital increase of THB 59,253,076,299.8by issuing 62,371,659,263 new ordinary shares with a par value of THB 0.95 each; and the amendment to Clause 4 of the MOA to reflect such increase; and

(2) the appointment of the authorised director(s) or CEO and his/her designated representative to sign, amend or revise any and all applications and documents relating to the registration of the capital reduction and the amendment to the MOA with the Department of Business Development, Ministry of Commerce, together with the powers to perform any acts necessary or ancillary to the foregoing, as he/she thinks fit, in accordance with applicable laws, rules and regulations and in line with the interpretation of the relevant authorities and any instructions or advice given by the registrar or other government officials.

Agenda No. 5 To consider and approve the issuance of transferrable subscription rights

Resolution The meeting passed a resolution by majority votes of the total number of votes of the shareholders attending the meeting and entitled to vote approving the issuance of up to 31,481,481,482 transferable subscription rights (TSRs) for free to TMB existing shareholders and the appointment as proposed.

Agenda No. 6 To consider and approve the allocation of newly issued ordinary shares

Agenda 6.1: The allocation of up to 31,481,481,482 new ordinary shares in reserved for the exercise of transferable subscription rights

Resolution The meeting passed a resolution by majority votes of the total number of votes of the shareholders attending the meeting and entitled to vote approving the allocation of up to 31,481,481,482 allocation of new ordinary shares in reserved for the exercise of TSRs and the reallocation of the remaining unsubscribed shares to those subscribers with prior expressed excess subscriptions and the appointment as proposed.

14 The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2562 Attachment No. 3 The Resolutions of the Extraordinary General Meeting of Shareholders No. 1/2562 Attachment No. 3 accordance with applicable laws, rules and regulations and in line with the interpretation Agenda 6.2 The allocation of up to 3,067,340,365 new ordinary shares to specific investor(s) on a private of the relevant authorities and any instructions or advice given by the registrar or other placement basis government officials. Resolution The meeting passed a resolution by majority votes of the shareholders attending the meeting and Agenda No. 4 To consider and approve the capital increase and amendment to the memorandum of entitled to vote approving the allocation of up to 3,067,340,365 new ordinary shares to specific association investor(s) on a private placement basis and the authorisation as proposed.

Resolution The meeting passed a resolution with not less than three-fourth of the total votes of the Agenda 6.3 The allocation of up to 27,622,837,416 new ordinary shares to existing shareholders of shareholders attending the meeting and entitled to vote approving Thanachart Bank Public Company Limited, which constitutes a preferential public offering

(1) the registered capital increase of THB 59,253,076,299.8by issuing 62,371,659,263 new Resolution The meeting passed a resolution with not less than three-fourths of the total votes of the ordinary shares with a par value of THB 0.95 each; and the amendment to Clause 4 of shareholders attending the meeting and entitled to vote approving the allocation of up to the MOA to reflect such increase; and 27,622,837,416 new ordinary shares to existing shareholders of TBANK and the appointment as proposed. (2) the appointment of the authorised director(s) or CEO and his/her designated representative to sign, amend or revise any and all applications and documents relating Agenda 6.4 The allocation of up to 200,000,000 new ordinary shares to executives and employees of TMB Bank Public Company Limited and Thanachart Bank Public Company Limited (which will be a to the registration of the capital reduction and the amendment to the MOA with the subsidiary of TMB Bank Public Company Limited upon the acquisition of Thanachart Bank Department of Business Development, Ministry of Commerce, together with the powers Public Company Limited shares) to perform any acts necessary or ancillary to the foregoing, as he/she thinks fit, in accordance with applicable laws, rules and regulations and in line with the interpretation Resolution The meeting passed a resolution with not less than three-fourths of the total votes of the of the relevant authorities and any instructions or advice given by the registrar or other shareholders attending the meeting and entitled to vote approving the allocation of up to government officials. 200,000,000 new ordinary shares to executives and employees of TMB Bank Public Company Limited and Thanachart Bank Public Company Limited (which will be a subsidiary of TMB Bank Agenda No. 5 To consider and approve the issuance of transferrable subscription rights Public Company Limited upon the acquisition of Thanachart Bank Public Company Limited Resolution The meeting passed a resolution by majority votes of the total number of votes of the shares) and the appointment as proposed. shareholders attending the meeting and entitled to vote approving the issuance of up to Agenda No. 7 Other businesses to be considered 31,481,481,482 transferable subscription rights (TSRs) for free to TMB existing shareholders and the appointment as proposed.

Agenda No. 6 To consider and approve the allocation of newly issued ordinary shares

Agenda 6.1: The allocation of up to 31,481,481,482 new ordinary shares in reserved for the exercise of transferable subscription rights

TMB Bank Public Company Limited 15 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before Attending the Meeting Attachment No.4 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before Attending the Meeting

1. Appointment of proxy 1.1 Proxy TMB has dispatched Proxy Form B to shareholders in order for any shareholder, who is unable to attend the meeting in person, to appoint any other person or any one of the Bank’s directors (as listed in No. 1.3) as a proxy to attend the meeting and cast the vote on his/her behalf (as provided in Attachment No. 10). According to the notification of Department of Business Development, Ministry of Commerce, any shareholder wishing to appoint the proxy shall appoint only one proxy to attend the meeting and cast the vote. The shareholder cannot split the number of shares to appoint more than one proxy. Therefore, on the XM date, Thailand Securities Depository Co., Ltd. (TSD), as the Bank’s share registrar, will deliver only one set of proxy form and meeting invitation letter to the principal address of shareholder. In case the shareholder informed more than one address, a letter will be sent to the non-principal address informing that a set of proxy and meeting invitation letter has been delivered to the principal address. A foreign shareholder who has appointed a custodian in Thailand to be share depository and trustee has to use the Proxy Form C, which can be printed from TMB website at www.tmbbank.com.

1.2 Appointment of other person as a proxy • The proxy grantor can appoint only one proxy to attend the meeting and cast the vote, and cannot split the number of shares to more than one proxy to separately vote. • The proxy grantor is requested to fill in the proxy form, bearing the signatures of the grantor and the proxy correctly and completely, and submit the proxy form, together with evidence documents as indicated in No. 2.1(2).

1.3 Appointment of the Bank’s director as a proxy • The proxy grantor is requested to select only one of the following TMB directors as the proxy: (1) Mr. Prasong Poontaneat, Chairman of the Board, aged 60, residing at TMB Bank Public Company Limited, Headquarter, 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok Province 10900 (2) Mr. Singha Nikornpun, Chairman of the Audit Committee (Independent Director), aged 65, residing at TMB Bank Public Company Limited, Headquarter, 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok Province 10900 (3) Mr. Siripong Sombutsiri, Chairman of the Nomination, Remuneration and Corporate Governance Committee (Independent Director), aged 64, residing at TMB Bank Public Company Limited, Headquarter, 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok Province 10900 • The proxy grantor is requested to completely fill and sign in the proxy form. Please submit the proxy form to the Bank by Wednesday, November 27, 2019. A business reply mail service envelope is herewith attached to facilitate the shareholders in sending back the proxy form and supporting documents to the Bank. 16 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before Attending the Meeting Attachment No.4 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before Attending the Meeting Attachment No.4 Explanation on Appointment of Proxy, Registration, and Presentation of Required Documents Before 2. Registration and presentation of required documents before the meeting Attending the Meeting The registration process will begin at 10.00 hrs. The shareholders are requested to present the following 1. Appointment of proxy documents before attending the meeting: 1.1 Proxy 2.1 Individual persons TMB has dispatched Proxy Form B to shareholders in order for any shareholder, who is unable to attend the meeting (1) In case of the shareholder attending the meeting in person: Present the document issued by government authority in person, to appoint any other person or any one of the Bank’s directors (as listed in No. 1.3) as a proxy to attend that shows the photo of the shareholder and has not yet expired, such as identification card, civil servant the meeting and cast the vote on his/her behalf (as provided in Attachment No. 10). identification card, passport or driver’s license. (2) In case of appointment of proxy: Present the following documents: According to the notification of Department of Business Development, Ministry of Commerce, any shareholder a) The complete and filled proxy form attached to the invitation letter, duly signed by both the proxy grantor wishing to appoint the proxy shall appoint only one proxy to attend the meeting and cast the vote. The shareholder and the proxy cannot split the number of shares to appoint more than one proxy. Therefore, on the XM date, Thailand Securities b) Certified document photocopy of the proxy grantor issued by the government authority, such as identification Depository Co., Ltd. (TSD), as the Bank’s share registrar, will deliver only one set of proxy form and meeting invitation card, civil servant identification card, passport or driver’s license letter to the principal address of shareholder. In case the shareholder informed more than one address, a letter will c) Document of the proxy issued by the government authority, such as identification card, civil servant be sent to the non-principal address informing that a set of proxy and meeting invitation letter has been delivered to identification card, passport or driver’s license the principal address. 2.2 Juristic persons A foreign shareholder who has appointed a custodian in Thailand to be share depository and trustee has to use the (1) In case of the representative (director) of the shareholder attending the meeting by himself: Proxy Form C, which can be printed from TMB website at www.tmbbank.com. a) Document issued by the government authority such as identification card, civil servant identification card, 1.2 Appointment of other person as a proxy passport or driver’s license • The proxy grantor can appoint only one proxy to attend the meeting and cast the vote, and cannot split the number b) Photocopy of the certificate of incorporation of the shareholder certified by the authorized person and of shares to more than one proxy to separately vote. carrying a statement that the representative attending the meeting is the authorized person acting on behalf • The proxy grantor is requested to fill in the proxy form, bearing the signatures of the grantor and the proxy correctly of that juristic person and completely, and submit the proxy form, together with evidence documents as indicated in No. 2.1(2). (2) In case of proxy appointed by the shareholder to attend the meeting: a) The complete and filled proxy form attached to the invitation letter, duly signed by both the proxy grantor 1.3 Appointment of the Bank’s director as a proxy and the proxy • The proxy grantor is requested to select only one of the following TMB directors as the proxy: b) Photocopy of the certificate of incorporation of the shareholder certified by the authorized person and (1) Mr. Prasong Poontaneat, Chairman of the Board, aged 60, residing at TMB Bank Public Company Limited, carrying a statement that the person signing the proxy is the authorized person acting on behalf of that Headquarter, 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok Province juristic person 10900 c) Photocopy of the document issued by the government authority to the authorized person of the juristic (2) Mr. Singha Nikornpun, Chairman of the Audit Committee (Independent Director), aged 65, residing at TMB person, duly certified by the authorized person. Bank Public Company Limited, Headquarter, 3000 Phahon Yothin Road, Chom Phon Sub-district, d) Document of the proxy issued by the government authority such as identification card, civil servant Chatuchak District, Bangkok Province 10900 identification card, passport or driver’s license. (3) Mr. Siripong Sombutsiri, Chairman of the Nomination, Remuneration and Corporate Governance Committee (Independent Director), aged 64, residing at TMB Bank Public Company Limited, Headquarter, 3000 2.3 Non-Thai shareholders or juristic persons established under foreign law Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok Province 10900 Please prepare and present the documents stated above. Any required documents that are not in English version must be translated into English with the translation to be certified by the representative of that juristic person. The • The proxy grantor is requested to completely fill and sign in the proxy form. documents originated overseas must be certified by a Notary Public. Please submit the proxy form to the Bank by Wednesday, November 27, 2019. A business reply mail service envelope is herewith attached to facilitate the shareholders in sending back the proxy form and supporting documents to the Bank. TMB Bank Public Company Limited 17 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5

Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting

1. Regulations concerning shareholders’ meeting

Proxy

Article 34. Shareholders have the right to attend and vote at the meeting of shareholders. They may assign proxies who have come of age to attend the meeting and vote on their behalf. The appointment of a proxy has to be made in writing in the form specified by the registrar bearing the signatures of the assignor and the assignee. The instrument of the appointment has to be submitted to the Chairman of the Board of Directors or the person designated by the Chairman, at the place of the meeting, before the proxy’s attendance of the meeting.

Quorum

Article 35. At a general meeting of shareholders, in order to constitute a quorum, there shall be shareholders and proxies (if any) present at the meeting in a number of at least twenty-five persons and representing altogether not less than one-third of the total number of shares sold.

In the event that after the lapse of one hour from the time fixed for any general meeting of shareholders, the number of shareholders present is still not enough to form a quorum as specified in paragraph 1 and if such general meeting of shareholders has been requested by the shareholders, such meeting shall be cancelled. If the meeting of shareholders has not been called at the shareholders’ request, the meeting shall be called again. In the latter case, notices calling the meeting shall be sent to the shareholders at least seven days before the meeting. At the second meeting, a quorum is not needed.

Meeting procedures

Article 36. The Chairman of the Board of Directors shall be the Chairman of the general meeting of Shareholders. If the Chairman is absent or is unable to perform his duties, and if a Vice-chairman is present, he shall perform as Chairman. If there is no Vice-chairman or if there is one but he is unable to perform his duties, the shareholders shall elect one among them to be Chairman of that general meeting.

Article 37. The Chairman of the general meeting of shareholders has the duty to conduct the meeting in compliance with the law and Articles of Association regarding the meeting and in the order of the agenda stated in the notices calling a meeting, unless the meeting passes a resolution changing the order of priority in the agenda with a vote of not less than two-thirds of the number of the shareholders attending the meeting.

18 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5 Election of directors Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Article 16. Election of directors shall be effected in accordance with the following rules and procedures: 1. Regulations concerning shareholders’ meeting (1) Each shareholder shall have one vote for each share held. Proxy (2) Each shareholder shall cast all the votes he has in accordance with (1) to elect one or several Article 34. Shareholders have the right to attend and vote at the meeting of shareholders. They may assign directors as deemed proper by the meeting but each shareholder may not divide his votes into proxies who have come of age to attend the meeting and vote on their behalf. The appointment of a proxy portions and give them to various candidates. has to be made in writing in the form specified by the registrar bearing the signatures of the assignor and (3) The candidates who receive the highest number of votes in their respective order of votes shall be the assignee. The instrument of the appointment has to be submitted to the Chairman of the Board of elected as directors in the number equal to the number of the directors of the Company or the Directors or the person designated by the Chairman, at the place of the meeting, before the proxy’s number of the directors to be elected at such meeting. In the event of a tie of votes which causes attendance of the meeting. the number of candidates to be elected to exceed the number of directors of the Company or the number of the directors to be elected at such meeting, the chairman of the meeting shall have a Quorum casting vote.

Article 35. At a general meeting of shareholders, in order to constitute a quorum, there shall be shareholders Voting and proxies (if any) present at the meeting in a number of at least twenty-five persons and representing altogether not less than one-third of the total number of shares sold. Article 38. Unless otherwise stipulated by the Articles of Association or by the law, the decision made, or the resolution passed at the general meeting of shareholders shall be by the majority vote of the In the event that after the lapse of one hour from the time fixed for any general meeting of shareholders, the shareholders who attend the meeting and have voting rights. For the purpose of voting, each share shall number of shareholders present is still not enough to form a quorum as specified in paragraph 1 and if such be counted one vote. In the event of a tie of votes, the chairman of the meeting shall have a casting vote. general meeting of shareholders has been requested by the shareholders, such meeting shall be cancelled. If the meeting of shareholders has not been called at the shareholders’ request, the meeting shall be called If any shareholder has interests in any matter on which the meeting shall pass resolution, he shall not be again. In the latter case, notices calling the meeting shall be sent to the shareholders at least seven days entitled to vote on such matter, except to vote on election of directors. before the meeting. At the second meeting, a quorum is not needed. In case any shareholder holds the Company’s shares more than the number prescribed by the law without Meeting procedures having been allowed to do so under the law, he/she shall only be entitled to vote in the shareholders’ meeting according to the portion of shares that does not exceed the number prescribed by law. Article 36. The Chairman of the Board of Directors shall be the Chairman of the general meeting of Shareholders. If the Chairman is absent or is unable to perform his duties, and if a Vice-chairman is present, Article 38 bis. Unless otherwise stipulated by the law, a resolution of the shareholders’ meeting concerning he shall perform as Chairman. If there is no Vice-chairman or if there is one but he is unable to perform his the following matters shall be passed by the votes of not less than three-fourths of the total votes of the duties, the shareholders shall elect one among them to be Chairman of that general meeting. shareholders attending the meeting and having voting rights:

Article 37. The Chairman of the general meeting of shareholders has the duty to conduct the meeting in (1) Sale or transfer of the whole or a substantial part of the Company’s business to other persons; compliance with the law and Articles of Association regarding the meeting and in the order of the agenda (2) Purchase or acceptance of the transfer of business from other public companies or private stated in the notices calling a meeting, unless the meeting passes a resolution changing the order of priority companies to the Company; in the agenda with a vote of not less than two-thirds of the number of the shareholders attending the (3) Conclusion, amendment or termination of contracts relating to the lease of the whole or a meeting. substantial part of the business of the Company; assignment to any other persons to undertake the business of the Company; or consolidation of business with other persons with the objective of profit and loss sharing;

TMB Bank Public Company Limited 19 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5

(4) Increase of registered capital through issuance of new shares; (5) Decrease of registered capital through reduction of par value of each share or the number of shares, but to the extent not lower than that prescribed by the law; (6) Borrowing through issuance of debentures to the public; (7) Amalgamation of the Company with other public or private companies; (8) Dissolution of the Company; and (9) Amendment to the Memorandum of Association or the Articles of Association of the Company.

2. Voting rules

The resolution of the Extraordinary General Meeting of Shareholders No. 2/2019 shall be passed by the majority vote of the shareholders attending the meeting and have voting rights according to Article 38. of the Bank’s Articles of Association or by a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and have voting rights in accordance with the Public Limited Company Act B.E. 2535, (as amended), the Financial Institution Businesses Act, and Article 38 bis of the Bank’s Articles of Association, unless otherwise stipulated by the law. The resolution of the meeting of shareholders shall be as follows:

Agenda No. 1 To consider and approve the amendment to clause 3. of the memorandum of association re: business objectives Required vote of approval: a vote of not less than three-fourths of the total votes of the shareholders attending the meeting and having voting rights (according to Article 38 bis of the Bank’s Articles of Association)

Agenda No. 2 To consider and approve the acquisition of shares for the purpose of the acceptance of business transfer from Thanachart Bank Public Company Limited Required vote of approval: a vote of not less than three-fourths of the total votes of the shareholders attending the meeting (according to Section 74 of the Financial Institution Businesses Act)

3. Vote counting

3.1 In the voting, each share shall be counted one vote.

3.2 Chairman of the Meeting will request the shareholders’ consideration and voting on each agenda by inquiring whether any shareholders disapprove or abstain from voting.

20 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5 Articles of Association of the Bank Regarding the Shareholders' Meeting, Voting and Vote Counting Attachment No. 5

(4) Increase of registered capital through issuance of new shares; • The shareholders or proxies who not approve or abstain shall so indicate by marking in (5) Decrease of registered capital through reduction of par value of each share or the number of the voting cards that they have obtained upon registration to attend the meeting and raise shares, but to the extent not lower than that prescribed by the law; their hands. Chairman of the Meeting shall then assign the officers to collect those voting (6) Borrowing through issuance of debentures to the public; cards for vote counting. (7) Amalgamation of the Company with other public or private companies; The vote counting shall be monitored and verified by the witnesses who are representatives of the (8) Dissolution of the Company; and legal consultant firm and the shareholders so as to ensure the accuracy and transparency of the (9) Amendment to the Memorandum of Association or the Articles of Association of the Company. vote counting. Shareholders or proxies who have not send the voting cards shall be deemed to have approved the proposed agenda. 2. Voting rules In any of the following incidents, the voting cards shall be deemed as void The resolution of the Extraordinary General Meeting of Shareholders No. 2/2019 shall be passed by the 1. Voting cards that are marked on more than one available voting place majority vote of the shareholders attending the meeting and have voting rights according to Article 38. of 2. Voting cards that are crossed out without signature or voted otherwise the Bank’s Articles of Association or by a vote of not less than three-fourths of the total votes of the 3. Voting cards on which number of votes exceeds eligible votes shareholders attending the meeting and have voting rights in accordance with the Public Limited Company Act B.E. 2535, (as amended), the Financial Institution Businesses Act, and Article 38 bis of the Bank’s • In the event that there are no shareholders or proxies raising their hands to disapprove or Articles of Association, unless otherwise stipulated by the law. The resolution of the meeting of shareholders abstain, it shall be deemed that the meeting gives unanimous approval of the proposed shall be as follows: agenda, except where the shareholders have already marked in the proxy forms showing an intention to disapprove or abstain, which have already been counted in the voting on Agenda No. 1 To consider and approve the amendment to clause 3. of the memorandum of association any such agenda. re: business objectives Required vote of approval: a vote of not less than three-fourths of the total votes of the 3.3 For the shareholders who have assigned a proxy to attend the meeting on their behalf and have shareholders attending the meeting and having voting rights already Indicated their votes in the proxy forms and submitted the proxy forms to the Bank in (according to Article 38 bis of the Bank’s Articles of Association) advance, the Bank shall record those votes, and the aforementioned votes shall then be combined with the votes cast in the meeting.

Agenda No. 2 To consider and approve the acquisition of shares for the purpose of the acceptance of 3.4 After the officers conclude voting result on each agenda, the voting result will be informed to the business transfer from Thanachart Bank Public Company Limited meeting. The results of votes announced shall be divided into approve, disapprove, abstain and Required vote of approval: a vote of not less than three-fourths of the total votes of the invalid cards in both number and percentage. shareholders attending the meeting (according to Section 74 of the Financial Institution Businesses Act)

3. Vote counting

3.1 In the voting, each share shall be counted one vote.

3.2 Chairman of the Meeting will request the shareholders’ consideration and voting on each agenda by inquiring whether any shareholders disapprove or abstain from voting.

TMB Bank Public Company Limited 21 Meeting Attendance Process for the Extraordinary General Meeting of Shareholders No. 2/2019 Attachment No. 6

Meeting Attendance Process for the Extraordinary General Meeting of Shareholders No. 2/2019

TMB BANK PUBLIC COMPANY LIMITED Thursday, November 28, 2019

Shareholders of TMB Bank Plc.

Shareholder attending in person Proxy

Registration Registration (Starting 10.00 hrs.) (Starting 10.00 hrs.)

Present ID card Present the proxy form and copy of ID card of shareholder and ID card of proxy

Get voting cards

Enter the meeting room open (13.00 hrs.)

Chairman declares the meeting open (14.00 hrs.)

Chairman proceeds with businesses on Chairman arranges for the agenda notifying the meeting method

Those wishing to disapprove or abstain on any agenda are to complete the voting card and raise hand (Apply for persons who vote disapprove or abstain only)

Officials to collect voting cards of the disapprove or abstain and conclude voting results

Chairman arranges for announcing the voting results to the meeting

* In case the shareholder would like to leave the meeting early, he/she would be requested to return the voting cards for all remaining agenda items to the officers. 22

Meeting Attendance Process for the Extraordinary General Meeting of Shareholders No. 2/2019 Attachment No. 6 Details of the directors to act as shareholders’ proxies Attachment No. 7 Details of the directors to act as shareholders’ proxies Meeting Attendance Process for the Extraordinary General Meeting of Shareholders No. 2/2019 Name Mr. Prasong Poontaneat TMB BANK PUBLIC COMPANY LIMITED Director type Chairman of the Board Thursday, November 28, 2019 Age 60 years old Address Residing at No. 3000 Phahon Yothin Road,

Shareholders of TMB Bank Plc. Chom Phon, Chatuchak, Bangkok 10900 Nationality Thai Education - Ph.D. in Public Administration, Management for Development College, Thaksin University Shareholder attending in person Proxy - Master of Business Administration (Organization Management), Dhurakij Pundit University Registration Registration - Bachelor of Laws, Sukhothai Thammathirat Open University (Starting 10.00 hrs.) (Starting 10.00 hrs.) - Bachelor of Business Administration in Accounting, Rajamangala University of Technology Present ID card Present the proxy form and copy of ID - National Defence College Program, Thailand National Defense College card of shareholder and ID card of proxy Directorship training - Senior Executive Program Certificate, Capital Market Academe (CMA) - Leader Program, Energy Academy, Thailand Energy Academy - Top Administrator Program, Interior College, Prince Damrong Rajanupab Sign in the registration form Institute of Research and Development - Senior Police Officers Course, Police College - Director Certification Program, Thai Institute of Directors Association Get voting cards Expertise Accounting, Finance, Law, and Management Term/ Year as TMB Director 1 term of office / 1 year and 5 months Enter the meeting room (appointed on June 20, 2018) open (13.00 hrs.) Work experiences - Director-General, Revenue Department - Chairman, Export-Import Bank of Thailand (EXIM Bank) Chairman declares the meeting open - Director General, State Enterprise Policy Office, Ministry of Finance (14.00 hrs.) - Chairman, Erawan Hotel Plc. Position/s in other listed companies Holding position in two companies: Chairman proceeds with businesses on Chairman arranges for - Chairman, Airports of Thailand Plc. the agenda notifying the meeting method - Director, Bangchak Corporation Plc. Position/s in non listed companies Holding positions in three companies/agencies: Those wishing to disapprove or abstain - Permanent Secretary of Ministry of Finance on any agenda are to complete the voting card and raise hand - Councilor of State (Apply for persons who vote disapprove - Member of University Council, Mahasarakham University or abstain only) Positions/s in other businesses that - None - may have conflict of interest with TMB Officials to collect voting cards of the Shareholding in TMB - None - disapprove or abstain and conclude voting results Meeting attendance in 2019 - Attending 13 out of 14 Board of Directors meetings (January - October) Chairman arranges for announcing the Have/do not have vested interest - None - voting results to the meeting different from those of other directors in every agenda item proposed to this * In case the shareholder would like to leave the meeting early, he/she would be requested to return the voting cards for all remaining agenda items to the EGM officers. TMB Bank Public Company Limited 23

Details of the directors to act as shareholders’ proxies Attachment No. 7 Details of the directors to act as shareholders’ proxies Name Mr. Singha Nikornpun Director type Independent Director Chairman of the Audit Committee Age 65 Years Address Residing at No. 3000 Phahon Yothin Road, Chom Phon, Chatuchak, Bangkok 10900 Nationality Thai Education - Master of Science, Abilene Christian University, Dallas, Texas, USA - Bachelor's Degree in Economics (Money and Banking), Kasetsart University Directorship training - Senior Executive Program Certificate, Capital Market Academy (CMA) - Advanced Management for Bankers Wharton School, University of Pennsylvania, USA - Ethical Leadership Program, Risk Management Committee Program, Role of the Chairman Program, Advanced Audit Committee Program, and Director Certification Program, Thai Institute of Directors Association Expertise Economics, Finance, and Banking Term/Year as TMB Director 3 terms of office / 5 years and 11 months (appointed on January 10, 2014) Work experiences - Independent Director and Chairman, Floyd Plc. - President, Deposit Protection Agency - Chairman, GPF Property Management Co., Ltd. Position/s in other listed companies Holding positions in two companies: - Independent Director, Member of the Audit Committee, and Member of the Risk Management Committee, IFS Capital (Thailand) Plc. - Independent Director and Member of the Audit Committee, Tirathai Plc. Position/s in non listed companies Holding positions in four companies/agencies: - Director, Thanakorn Vegetable Oil Products Co., Ltd. - Independent Director, Chairman of the Audit Committee, and Vice Chairman, The Thai Bond Market Association (ThaiBMA) - Member of Advisory Committee, Member of the Audit Sub-Committee, and Chairman of the Risk Sub-Committee, Thailand Professional Qualification Institute (Public Organization) - Senior Advisor, Association of Provident Fund Position/s in other businesses that - None - may have conflicts of interest with TMB Shareholding in TMB - None - Meeting attendance in 2019 - Attending 14 out of 14 Board of Directors meetings (January - October) - Attending 13 out of 13 Audit Committee meetings Have/do not have vested interest - None - different from those of other directors in every agenda item proposed to this EGM

Details of the directors to act as shareholders’ proxies Attachment No. 7 Details of the directors to act as shareholders’ proxies Attachment No. 7 Details of the directors to act as shareholders’ proxies Details of the directors to act as shareholders’ proxies Name Mr. Singha Nikornpun Name-surname Mr. Siripong Sombutsiri Director type Independent Director Director type Independent Director Chairman of the Audit Committee Chairman of the Nomination, Remuneration and Age 65 Years Corporate Governance Committee Address Residing at No. 3000 Phahon Yothin Road, Member of the Risk Oversight Committee Chom Phon, Chatuchak, Bangkok 10900 Age 64 years old Nationality Thai Address Residing at No. 3000 Phahon Yothin Road, Education - Master of Science, Abilene Christian University, Dallas, Texas, USA Chom Phon, Chatuchak, Bangkok 10900 - Bachelor's Degree in Economics (Money and Banking), Kasetsart University Nationality Thai Directorship training - Senior Executive Program Certificate, Capital Market Academy (CMA) Education - Advanced Management for Bankers Wharton School, University of Pennsylvania, - Master of Business Administration, Sul Ross State University, USA USA - Bachelor of Accountancy, Chulalongkorn University - Ethical Leadership Program, Risk Management Committee Program, Role of Directorship training - Ethical Leadership Program and Director Accreditation Program, Thai the Chairman Program, Advanced Audit Committee Program, and Director Institute of Directors Association Certification Program, Thai Institute of Directors Association - Bangkok Sustainable Banking Forum 2018 and Cyber Resilience, Expertise Economics, Finance, and Banking Bank of Thailand Term/Year as TMB Director 3 terms of office / 5 years and 11 months Expertise Finance, Banking, and Accounting (appointed on January 10, 2014) Term/Year as TMB Director 2 terms of office / 4 years and 7 months Work experiences - Independent Director and Chairman, Floyd Plc. (appointed on April 10, 2015) - President, Deposit Protection Agency Work experiences Director of 15 companies of AP (Thailand) Plc. Group - Chairman, GPF Property Management Co., Ltd. Position/s in other listed companies Holding positions in four companies: Position/s in other listed companies Holding positions in two companies: - Chairman of the Board, Independent Director, and Chairman of the Audit - Independent Director, Member of the Audit Committee, and Member of the Committee, ComSeven Plc.

Risk Management Committee, IFS Capital (Thailand) Plc. - Independent Director and Chairman of the Audit Committee, Pan Asia - Independent Director and Member of the Audit Committee, Tirathai Plc. Footwear Plc. Position/s in non listed companies Holding positions in four companies/agencies: - Independent Director and Member of the Audit Committee, Bangkok - Director, Thanakorn Vegetable Oil Products Co., Ltd. - Independent Director, Chairman of the Audit Committee, and Vice Chain Hospital Plc. Chairman, The Thai Bond Market Association (ThaiBMA) - Director and Executive Director, AP (Thailand) Plc. - Member of Advisory Committee, Member of the Audit Sub-Committee, and Position/s in non listed companies Director of 19 companies of AP (Thailand) Plc. Group Chairman of the Risk Sub-Committee, Thailand Professional Qualification Position/s in other businesses that - None - Institute (Public Organization) may have conflict of interest with TMB - Senior Advisor, Association of Provident Fund Shareholding in TMB - None - Position/s in other businesses that - None - Meeting attendance in 2019 - Attending 13 out of 14 Board of Directors meetings may have conflicts of interest with TMB (January - October) - Attending 10 out of 11 Nomination, Remuneration and Corporate Shareholding in TMB - None - Government Committee meetings Meeting attendance in 2019 - Attending 14 out of 14 Board of Directors meetings - Attending 9 out of 10 Risk Oversight Committee meeting (January - October) - Attending 13 out of 13 Audit Committee meetings Have/ do not have vested interest - None - Have/do not have vested interest - None - different from those of other directors different from those of other in every agenda item proposed to directors in every agenda item this EGM proposed to this EGM

TMB Bank Public Company Limited 25 Qualifications of Independent Directors of the Bank Attachment No. 8 Qualifications of Independent Directors of the Bank

TMB Bank Public Company Limited has defined the term “Independent Director” as a director who is independent from any major shareholder, executive, and related person thereof, perform duty in dependent manner, and is in charge of protecting the interests of all the shareholders on an equitable basis. The number of independent directors shall be at least one-third of the total number of directors. The definition set by the Bank is also more stringent than that under the criteria set by the Capital Market Supervisory Board, details of which are as follows: 1. Not hold shares in excess of 0.5 percent of total voting shares of the Bank, or the Bank’s parent company, subsidiary, associated company, major shareholder, or any person with controlling power over the Bank, whilst the number of shares held by any related person of that independent director must also be counted. 2. Not be or have not been a director participating in management role, an employee, an officer, an advisor who receives regular salary, or a person having controlling power over the Bank, the Bank’s parent company, subsidiary, associated company, subsidiary at the same level, or major shareholder, unless such independent director has not been a person referred to above for at least two years prior to the date of his/her appointment. 3. Not be a person having relationship either through bloodline or legal registration as the father, mother, spouse, sibling and child, as well as the spouse of a child of an other directors executive, major shareholder, a person having controlling power, or a person to be nominated as the director executive or that who has controlling power over the Bank or its subsidiary. 4. Have no or have had no any business relationship with the Bank or its parent company, subsidiary, associated company, major shareholder, or person having controlling power over the Bank, in a manner that may prevent his/her due and independent use of discretion. The independent director shall not be and have not been a shareholder in material respect or a person who has controlling power over the person with business relationship with the Bank, its parent company, subsidiary, associated company, major shareholder, or a person having controlling power over the Bank, unless such independent director has not been a person referred to above for at least two years prior to the date of his/her appointment. Business relationship in the above paragraph shall cover any ordinary course of business or trade for business engagement purpose, property rent, transaction relevant to asset or service, giving or receiving financial assistance in form of loan or guarantee, offering assets as collateral, and any other similar conduct, which causes the Bank or its counterparty to be liable for debt settlement to another party in an amount equivalent to 3 percent or more of the net tangible assets of the Bank or twenty million baht or more, whichever is lower. The calculation of the said debt shall accord with the calculation of a connected transaction prescribed in the Capital Market Supervisory Board’s notification regarding criteria on connected transactions mutatis mutandis. However, consideration of the said debt shall include the debt incurred during the one-year period prior to the date on which such business relationship takes place.

26 Qualifications of Independent Directors of the Bank Attachment No. 8 Qualifications of Independent Directors of the Bank Attachment No. 8

Qualifications of Independent Directors of the Bank 5. Not be or have not been an auditor of the Bank, its parent company, subsidiary, associated company, major shareholder, or a person having controlling power. The independent director shall not be a shareholder in TMB Bank Public Company Limited has defined the term “Independent Director” as a director who is independent material respect, a person having controlling power, a partner of an auditing firm for which the auditor of from any major shareholder, executive, and related person thereof, perform duty in dependent manner, and is in the Bank, or that of its parent company, subsidiary, major shareholder, or a person with controlling power charge of protecting the interests of all the shareholders on an equitable basis. The number of independent directors over the Bank has been working, unless such independent director has not been a person referred to above shall be at least one-third of the total number of directors. The definition set by the Bank is also more stringent than for at least two years prior to the date of his/her appointment. that under the criteria set by the Capital Market Supervisory Board, details of which are as follows: 6. Not be or have not been a professional advisor, including legal or financial advisor, who obtains fee more than two million baht a year from the Bank, its parent company, subsidiary, associated company, major 1. Not hold shares in excess of 0.5 percent of total voting shares of the Bank, or the Bank’s parent company, shareholder, or a person having controlling power. The independent director shall not be a shareholder in subsidiary, associated company, major shareholder, or any person with controlling power over the Bank, material respect, a person with controlling power, or a partner of such professional service provider, unless whilst the number of shares held by any related person of that independent director must also be counted. the independent director has not been a person referred to above for at least two years prior to the date of 2. Not be or have not been a director participating in management role, an employee, an officer, an advisor his/her appointment. who receives regular salary, or a person having controlling power over the Bank, the Bank’s parent 7. Not be a director who has been appointed as a representative of the Bank’s director, the major shareholder, company, subsidiary, associated company, subsidiary at the same level, or major shareholder, unless such or the shareholder related to the Bank’s major shareholder. independent director has not been a person referred to above for at least two years prior to the date of his/her appointment. 8. Not engage in the business of the same nature as or competing with that of the Bank or its subsidiary. The independent director shall not be a partner in material respect in a partnership, or director participating in 3. Not be a person having relationship either through bloodline or legal registration as the father, mother, management role, an employee, officer, or advisor obtaining regular salary, or a shareholder holding more spouse, sibling and child, as well as the spouse of a child of an other directors executive, major shareholder, than one percent of total voting shares of any other company which engages in the business of the same a person having controlling power, or a person to be nominated as the director executive or that who has nature as or competing with that of the Bank or its subsidiary. controlling power over the Bank or its subsidiary. 9. Not maintain in the independent director position longer than 9 years, unless they have been discharged 4. Have no or have had no any business relationship with the Bank or its parent company, subsidiary, from such positions or status for no less than 2 years prior to the day the appointment. associated company, major shareholder, or person having controlling power over the Bank, in a manner that may prevent his/her due and independent use of discretion. The independent director shall not be and 10. Not have any characteristics that prevent the director from giving independent opinions on the Bank’s have not been a shareholder in material respect or a person who has controlling power over the person operations. with business relationship with the Bank, its parent company, subsidiary, associated company, major In this regard, any revision/amendment/relaxation of the criteria or qualifications of the independent directors to be shareholder, or a person having controlling power over the Bank, unless such independent director has not announced later on by the Capital Market Supervisory Board, the Securities and Exchange Commission, the Stock been a person referred to above for at least two years prior to the date of his/her appointment. Exchange of Thailand and/or the Bank of Thailand shall be applied accordingly. Business relationship in the above paragraph shall cover any ordinary course of business or trade for business engagement purpose, property rent, transaction relevant to asset or service, giving or receiving financial assistance in form of loan or guarantee, offering assets as collateral, and any other similar conduct, which causes the Bank or its counterparty to be liable for debt settlement to another party in an amount equivalent to 3 percent or more of the net tangible assets of the Bank or twenty million baht or more, whichever is lower. The calculation of the said debt shall accord with the calculation of a connected transaction prescribed in the Capital Market Supervisory Board’s notification regarding criteria on connected transactions mutatis mutandis. However, consideration of the said debt shall include the debt incurred during the one-year period prior to the date on which such business relationship takes place.

TMB Bank Public Company Limited 27 Attachment No. > Map of TMB

Thai Airways Tower

Lat Phrao Road Phrao Lat Sun Towers BTS Car Park MRT Chatuchak (Exit 3) BTS Mo Chit (Exit 4) Soi Choei Phuang (One Way) (One Phuang Choei Soi MRT & BTS Lat Phrao Intersection Phahonyothin Road Central Lardprao

Chatuchak Park

Viphavadi Rangsit Highway

Head Office Transportation Provided TMB Bank Public Company Limited at BTS Car Park 3000 Phahon Yothin Road, Chom Phon, (Opposite Chatuchak Park) Chatuchak, Bangkok 10900 Tel. 0-2299-1111 MRT Chatuchak (Exit 3) BTS Mo Chit (Exit 4) tmbbank.com

28 Attachment No. > Map of TMB

Thai Airways Tower

Chatuchak Park

Viphavadi Rangsit Highway

TMB Bank Public Company Limited 29 30 TMB Bank Public Company Limited 31 32 TMB Bank Public Company Limited 3000 Phahon Yothin Road, Chom Phon, Chatuchak, Bangkok 10900 Reg No./TAX ID No. 0107537000017 Tel. 0-2299-1111 TMBBank.com Attachment No. 10

Proxy Form B Duty stamp Written at...... Bt. 20 Date...... ………..…...... ….…………….……………………...

(1) I/We...... ……...... nationality….………………………………….… residing at…………..…………………Road……...... …………………Sub-district………..……………………….….… District....…...... ……...... …. Province...... ………..….. Postal code…………………….….….…...... ; (2) Being a shareholder of TMB Bank Public Company Limited, holding a total amount of ……………..……..………shares and having the rights to vote equal to…………………votes as follows: Ordinary share in the amount of...... shares, which I/we can vote for...... votes, Preferred share in the amount of...... …shares, which I/we can vote for...... votes; (3) Hereby appoint either one of the following persons: (1) Mr. Prasong Poontaneat, Chairman, aged 60, residing at No. 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or (2) Mr. Singha Nikornpun, Independent Director, aged 65, residing at No. 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or (3) Mr. Siripong Sombutsiri, Independent Director, aged 64, residing at 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or (4) Name………………………….……………………………………………….aged………………………...... …years, residing at……………….…….………Road…………..……………………Sub-district ….………………………… District………………….………….…..Province…….………………………Postal code…………….………..…….; as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of Shareholders No. 2/2019 to be held on Thursday, November 28, 2019 at 14.00 hrs., at the Auditorium, 7th Floor, TMB Head Office, located at No. 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok, or such other date, time and place as the meeting may be adjourned. (4) I/we appoint my/our proxy to vote on my/our behalf at this meeting as follows:

Agenda No. 1 To consider and approve amending clause 3. of the memorandum of association re: business objectives (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Approve Disapprove Abstain

Agenda No .2 To consider and approve the acquisition of shares for the purpose of the acceptance of business transfer from Thanachart Bank Public Company Limited

(a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Approve Disapprove Abstain

TMB Bank Public Company Limited Page 1 of 4 pages Attachment No. 10

Agenda No .3 To consider and approve the election of additional directors (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Election of all directors Approve Disapprove Abstain Election of each director as follows: Director’s name 1. Mr. Suphadej Poonpipat Approve Disapprove Abstain Director’s name 2. Mr. Somjate Moosirilert Approve Disapprove Abstain

Agenda No. 4 To consider and approve the additional audit fees for 2019 as a result of the acceptance of a business transfer from Thanachart Bank Public Company Limited (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Approve Disapprove Abstain

Agenda No. 5 To consider other business (if any) (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Approve Disapprove Abstain

(5) Any votes by the proxy in any agenda not rendered in accordance with my/our intention specified herein shall not be deemed as my/our votes 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 authorized to consider the matters and vote on my/our behalf as the proxy deems appropriate.

Any action taken by the proxy at the meeting shall, unless the proxy cast the votes not in compliance with my/our intention specified herein, be deemed as being done by me/us in all respects.

Signature…………………………………. The Grantor (……....………………………….) Signature…………………………………. The Proxy (………………………………….) Signature…………………………………. The Proxy (………………………………….) Signature…………………………………. The Proxy (………………………………….)

TMB Bank Public Company Limited Page 2 of 4 Attachment No. 10 Attachment No. 10

Agenda No .3 To consider and approve the election of additional directors Note (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. 1. A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her (b) The proxy may consider the matters and vote on my/our behalf as follows: behalf and the number of shares held by such shareholder may not be split to more than one proxy in order to separate Election of all directors the votes. Approve Disapprove Abstain 2. On the agenda of director election, the nominated directors may be elected either wholly or individually. 3. If the matters to be considered are more than those specified above, the proxy grantor may apply the Annex to Proxy Election of each director as follows: Form B as attached. Director’s name 1. Mr. Suphadej Poonpipat Approve Disapprove Abstain Director’s name 2. Mr. Somjate Moosirilert Approve Disapprove Abstain

Any action taken by the proxy at the meeting shall, unless the proxy cast the votes not in compliance with my/our intention specified herein, be deemed as being done by me/us in all respects.

Signature…………………………………. The Grantor

(……....………………………….) Signature…………………………………. The Proxy

(………………………………….) Signature…………………………………. The Proxy (………………………………….)

Signature…………………………………. The Proxy (………………………………….)

TMB Bank Public Company Limited Page 2 of 4 TMB Bank Public Company Limited Page 3 of 4 Attachment No. 10

Annex to Proxy Form B

Appointment of proxy by a shareholder of TMB Bank Public Company Limited

For the Extraordinary General Meeting of Shareholders No. 2/2019, held on Thursday, November 28, 2019 at 14.00 hrs. at the Auditorium, 7th Floor, TMB Head Office, No. 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok, or such other date, time and place as the meeting may be adjourned.

Agenda No………Re: …………………………………………………………………. (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows: Approve Disapprove Abstain

TMB Bank Public Company Limited Page 4 of 4

Proxy Form C Duty (for a foreign shareholder having a custodian in Thailand) stamp Bt 20 Written at ………………..……………………..…….... Date……………………………………..……..………..

(1) I/We……………………………..……….……………...... with the office located at No.…………………...…Road……………………..……………….……Sub-district…………….…………………….….. District………………………………Province……………….…………….....……...Postal Code…………………..………………… as a custodian of………………………………………………………..……………………………………..…………………...... which is a shareholder of TMB Bank Public Company Limited, holding shares in the total amount of……………………………………….…..…………shares and having the rights to vote equal to………………………………………………..…..votes as follows: Ordinary share in the amount of...... …...... shares, which I/we can vote for...... votes, Preferred share in the amount of...... …shares, which I/we can vote for...... votes;

(2) Hereby appoint either one of the following persons:  (1) Mr. Prasong Poontaneat, Chairman, aged 60, residing at No. 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or  (2) Mr. Singha Nikornpun, Independent Director, aged 65, residing at No. 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or  (3) Mr. Siripong Sombutsiri, Independent Director, aged 64, residing at 3000, Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok 10900, or  (4) Name…………………………………………………………………..….……aged…………………..……………years, Residing at…………….……..……Road………………….…………………Sub-district …....………………………… District……………………….……..Province…….……..……………………Postal code…………….…………..…….;

as my/our proxy to attend and vote on my/our behalf at the meeting of the Extraordinary General Meeting of Shareholders on Thursday, November 28, 2019 at 14.00 hrs., at the Auditorium, 7th Floor, TMB Head Office, located at No. 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok, or such other date, time and place as the meeting may be adjourned. (3) I/We hereby authorize the proxy to attend and vote on my/our behalf in this meeting as follows:  To vote based on the total number of shares held by me/us to which I/we am/are entitled.  To split the votes as follows:  Ordinary shares in the amount of ………………….……..…..shares with the number of votes which I/we am/are entitled to cast of…………..……………………….votes  Preferred shares in the amount of …….…………..…….....shares with the number of votes which I/we am/are entitled to cast of………………….……...... votes The total number of votes I/we am/are entitled to cast of………………………………………………..……….……votes. (4) I/we appoint my/our proxy to vote on my/our behalf at this meeting as follows:

TMB Bank Public Company Limited Page 1 of 4 pages

Agenda No .1 To consider and approve amending clause 3. of the memorandum of association re: business objectives  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects.  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Approve  Disapprove  Abstain Agenda No .2 To consider and approve the acquisition of shares for the purpose of the acceptance of business transfer from Thanachart Bank Public Company Limited  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Approve  Disapprove  Abstain Agenda No. 3 To consider and approve the election of additional directors  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects.  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Election of all directors  Approve  Disapprove  Abstain  Election of each director as follows: Director’s name 1. Mr. Suphadej Poonpipat  Approve  Disapprove  Abstain Director’s name 2. Mr. Somjate Moosirilert  Approve  Disapprove  Abstain Agenda No. 4 To consider and approve the additional audit fees for 2019 as a result of the acceptance of a business transfer from Thanachart Bank Public Company Limited  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects.  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Approve  Disapprove  Abstain Agenda No. 5 To consider other businesses (if any)  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects.  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Approve  Disapprove  Abstain (5) Any votes by the proxy in any agenda not rendered in accordance with my/our intention specified herein shall not be deemed as my/our votes 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 authorized to consider the matters and vote on my/our behalf as the proxy deems appropriate. Any action taken by the proxy at the meeting shall, unless the proxy cast the votes not in compliance with my/our intention specified herein, be deemed as being done by me/us in all respects.

Signature…………………………………. The Grantor (……....………………………….) Signature…………………………………. The Proxy (………………………………….)

TMB Bank Public Company Limited Page 2 of 4

Signature…………………………………. The Proxy (………………………………….) Signature…………………………………. The Proxy (………………………………….)

Note: 1. This Proxy Form C is applicable only to a shareholder whose name appears in the shareholder register book as a foreign investor appointing a custodian in Thailand. 2. Evidences required to be attached to the proxy form are: (1) A power of attorney executed by the shareholder authorizing the custodian to execute the proxy form on behalf of such shareholder; and (2) A letter confirming that the person executing the proxy form has obtained a license for being a custodian. 3. A shareholder appointing a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her behalf and the number of shares held by such shareholder may not be split to more than one proxy in order to separate the votes. 4. On the agenda of director election, the nominated directors may be elected either wholly or individually. 5. If the matters to be considered are more than those specified above, the proxy grantor may apply the Annex to Proxy Form C as attached.

TMB Bank Public Company Limited Page 3 of 4

Annex to Proxy Form C

Appointment of proxy by a shareholder of TMB Bank Public Company Limited

For the Extraordinary General Meeting of Shareholders No. 2/2019, held on Thursday, November 28, 2019 at 14.00 hrs. At the Auditorium, 7th Floor, TMB Head Office, No. 3000 Phahon Yothin Road, Chom Phon Sub-district, Chatuchak District, Bangkok, or such other date, time and place as the meeting may be adjourned.

Agenda No………Re: ………………………………………………………………….  (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects.  (b) The proxy may consider the matters and vote on my/our behalf as follows:  Approve  Disapprove  Abstain

TMB Bank Public Company Limited Page 4 of 4