TMB Bank PCL : Summary of Information Memorandum of Transferable Subscription Rights of TMB Bank Public Company Limited Tranche 1 (TMB-T1)

(Translation)

- Summary of Information Memorandum -

Description, Conditions and Major Characteristics of

Transferrable Subscription Rights of TMB Bank Public Company Limited

Tranche 1 (TMB-T1)

SET-listing Date	15 October 2019
	(SET-trading period: 15 October 2019 - 24 October 2019)
Designation of securities	Transferrable subscription rights (TSRs) of TMB Bank
	Public Company Limited, Tranche 1 (TMB-T1)
Secondary market of TSRs	The Stock Exchange of Thailand (SET)
Total issuing number	30,355,987,145 units

Total number of new ordinary sharesNot exceeding 31,481,481,482 shares with a par value of

issued in reserved for the exercise of	THB 0.95 each
TSRs
Issuer	TMB Bank Public Company Limited (TMB)
Offering Price	THB 0.00 per unit (allocated free of charge)
Exercise Ratio	Each TSR is exchangeable for one new ordinary share
Exercise Price	THB 1.40 for each share with a par value of THB 0.95
	each

Maturity

Allocation procedure

55 days - the TSRs will be revoked from being securities on 26 November 2019

All TSRs will be allocated for free on a pro rata basis to the existing shareholders whose names are in the share register book as at the record date for identifying the existing shareholders eligible for the allocation of TSRs (Existing Shareholders) (TSRs Record Date) at the ratio of 1.444533 existing shares to one TSR (any fractional number of TSRs will be rounded down). Each TSR is exchangeable for one new ordinary share.

However, TMB reserves the right to, at its sole discretion, refuse to allocate the TSRs to any shareholder if such allocation will or may: (a) violate any applicable laws, rules or regulations of Thailand or any foreign country and/or TMB's articles of association, (b) put an onerous obligation on TMB to fulfill, in addition to its obligation to comply with all applicable laws and regulations relating

1

(Translation)

to the issuance and offering of securities under the laws of Thailand, or (c) conflict with any rules, procedures or conditions relating to the allocation of TSRs. However, TMB may exclusively allocate TSRs to a particular shareholder subject to an exception granted under any foreign law, which remains effective and is permissible at that time. For instance, TMB may allot TSRs to a qualified institutional investor and a professional investor in certain countries subject to applicable laws and exceptions of that country.

All these TSRs are in the scripless form. Each shareholder can select to take any of the following procedures:

1. For those shareholders having a securities trading account opened with a securities company, Thailand Securities Depository Co., Ltd. (TSD) will issue the allocated TSRs in the name of "Thailand Securities Depository Co., Ltd. for Depositors" and keep a record of the number of TSRs deposited by the securities company. At the same time, the relevant securities company will record the deposited number of TSRs owned by each holder and issue a certificate of deposit to TSRs holder as evidence.
2. Alternatively, if a shareholder does not have a securities trading account, he/she must deposit the allocated TSRs in the issuer's account for the shareholder, member no. 600. TSD will keep a record of the number of TSRs deposited by each holder in the issuer's account and issue a certificate of deposit to that TSRs holder.

2

(Translation)

Majority TSRs holders(as of 2 October 2019)

	Name	Number of TSRs	Percentage of the
	SET-listed TSRs
1.	Ministry Of Finance	7,867,097,536	25.9%
2.	ING BANK N.V.	7,594,768,246	25.0%
3.	Thai NVDR Company Limited	3,324,300,812	11.0%
4.	South East Asia UK (Type C) Nominees Limited	524,553,709	1.7%
5.	Mrs Somporn Juangrungruangkit	438,203,903	1.4%
6.	Royal Thai Army	378,314,555	1.2%
7.	Morgan Stanley & Co. International plc	281,159,907	0.9%
8.	State Street Europe Limited	252,465,382	0.8%
9.	N.C.B.Trust Limited-Norges Bank 5	192,213,677	0.6%
10.	GIC Private Limited	159,089,919	0.5%
	Total	21,012,167,646	69.2%

TSRs Registrar	Thailand Securities Depository Company Limited
	(TSD)
Receiver of the payment for the	TMB Bank Public Company Limited
subscription of the new ordinary
shares issued in reserved for the
exercise of the TSRs is made to

Procedure and conditions for the exercise of TSRs

1. Exercise Date

All TSRs holders can exercise their rights to subscribe to the newly issued shares on 25 November 2019. TMB will ask the SET to post a suspended trading sign (SP sign) on TSRs two (2) business days before the record date for identifying those TSRs holders entitled to subscribe the new ordinary shares during the Subscription Period (as defined below), i.e. 29 October 2019.

2. Subscription Period

A subscription can be made during 8 November 2019 to 22 November 2019 (totaling 15 days) (Subscription Period). If any TSRs are not exercised within the Subscription Period, they will immediately become invalid and then the holder of those TSRs will be unable to exercise his/her subscription right again.

3

(Translation)

Rights adjustment

-None-

Exercise Ratio

Each TSR is exchangeable for one new ordinary share.

Contact address for the exercise of the TSRs

All TSRs holders can contact TMB and the subscription agents in relation to the exercise of the TSRs during the Subscription Period at the respective places of business of TMB and the subscription agents, as set out below:

TMB Bank Public Company Limited, its head office and all branches nationwide

3000 Phaholyothin Road, Chompol, Chatuchak, Bangkok 10900

Tel: [phone]

Thanachart Bank Public Company Limited, its head office and all branches in Bangkok

444 MBK Tower, Phayathai Road, Wangmai, Pathumwan, Bangkok 10330

Tel: 1770

Phatra Securities Public Company Limited, its head office

Operations Department, 6/F, Muang Thai-Phatra Office Tower 1

252/6 Ratchadapisek Road, Huai Kwang, Bangkok 10310

For more information, please call TMB Contact Center 1558 #9 every day from 09.00 hrs. to 17.30 hrs.

In respect of a TSRs holder which is an institutional investor or a custodian authorised to make a subscription on behalf of the TSRs holders

To make a subscription of the newly issued shares, please submit all subscription documents to the head office of Phatra Securities Public Company Limited only.

In respect of a TSRs holder who is an individual or legal entity

To make a subscription of the newly issued shares, please submit all subscription documents and pay a subscription payment at the respective offices of TMB and the subscription agents.

4

(Translation)

Exercise methods and procedures

TMB will provide a notice of the allocation of newly-issued ordinary shares in reserved for the exercise of the TSRs and the oversubscribed newly issued shares (the Notice of Allocation) together with all supporting documents required for the share subscription to all TSRs holders in advance before the Subscription Period. Any TSRs holder wishing to subscribe to the newly issued ordinary shares must clearly, correctly and completely fill in a subscription form (the Subscription Form), stating the number of ordinary shares to be purchased according to the number of TSRs recorded in the certificate issued by TSD to represent each TSR (Subscription Notification). One Subscription Form is used for one securities holder registration number. Each completed Subscription Form must bear the subscriber's signature (if the TSRs holder is a legal entity, the Subscription Form must be signed by its authorised signatory, together with the corporate seal (if any) affixed). Subscription payment must be made at the time of submitting the completed Subscription Form and all supporting documents at the relevant contact addresses during the subscription period.

If the total value of the subscribed shares indicated in the Subscription Form is lower or greater than the amount of the subscription payment actually paid to TMB, TMB reserves its right to rely on the amount actually paid.

In all circumstances, one securities holder registration number can be used for only one Subscription Form and all other supporting documents (using securities holder registration number which the TSD will send through the registered mail to each TSRs holder after 29 October 2019 which is the record date for identifying those TSRs holders entitled to subscribe the new ordinary shares).

Immediately after the completed and signed Subscription Form is submitted to the Subscription Agent, the TSRs holder is deemed to have certified that all information and records, including the signature contained in the Subscription Form (whether the Subscription Form has been prepared by the TSRs holder or its authorised representative, agent or broker) are true, correct, complete and genuine. However, if it appears that there is an error or the information, records or signature in the Subscription Form are incorrect, incomplete, falsified or forged, TMB and/or the subscription agents reserve the right to exercise their sole discretion to fully or partly reject the exercise without liability for any damage or loss. In that event, the TSRs holder agrees not to claim compensation or liability for any damage or loss against TMB and/or the subscription agents. In no circumstances shall TMB and/or the subscription agents assume no liability for any loss and damage which may occur.

1. Payment Method

1. Submission and payment at any service counters of TMB nationwide 1.1) For TSRs holder who is an individual or juristic person
2. 1. The subscription payment for the newly issued shares can be paid in cash or money transfer from an account operated by TMB Bank Public Company Limited at all branches nationwide from 08.30 - 15.30 (or during the working hours of each branch) during 8 November 2019 - 22 November 2019. For money transfer, the subscription payment is payable to the "TMB Bank
      Company Limited for Subscribers", account no. 001-1-90338-2- TMB Bank Public Company Limited.
   2. The subscription payment for the newly issued shares and/or the remaining unsubscribed new shares can alternatively be paid by a cheque, cashier's cheque or draft payable to the "TMB Bank Company Limited for

5