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.