Krungthai Card : Invitation to Annual General Shareholders' Meeting 2023

Invitationหนังสือเชิญประชุมสามัญผู้ถือหุ้นto the 2023 Annual General Meeting of Shareholdersประจำปี 256

Krungthai Card Public Company Limited

บริษัท บัตรกรุงไทย จำกัด (มหาชน)

7 April 2023 at 9.00 a.m.

By Electronic Means (E-AGM)

Pursuant to the Emergency Decree on Electronic Media Conference

B.E. 2563 (2020) and Other Related Laws and Regulations

(Translation)

No. COS005/KTC240/2566

By Electronic Means only

2 March 2023

Subject: Invitation to the 2023 Annual General Meeting of Shareholders

Attention: All Shareholders of Krungthai Card Public Company Limited

Enclosures: 1. Guidelines for attending the Annual General Meeting of Shareholders by Electronic Means

1. Documents to identify Shareholders or their proxies who are eligible to attend the meeting of 2023 Annual General Meeting (Electronic Means) and have the right to vote and Privacy Notice
2. Form 56-1 One Report, including a copy of the Financial Statement of the Company for the fiscal year ended 31 December 2022 and Auditor's Report and Sustainability Report 2022 in QR Code format
3. Documents for consideration of Agenda 3: To consider and approve dividend payment for the performance of year 2022, and to consider an allocation as legal reserve
4. Documents for consideration of Agenda 4: To consider the election of directors in place of the directors whose terms expired by rotation including brief information and a profile of each person nominated for election as the directors in place of directors whose terms expired by rotation
5. Documents for consideration of Agenda 5: To consider and approve the payment of the directors' remuneration
6. Documents for consideration of Agenda 6: To consider and approve the appointment of the Company's auditors and determination of the audit fee for the year 2023
7. Documents for consideration of Agenda 7: To consider and approve the issuance and offering of the Debentures of the Company

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1. Brief information of the Independent Directors whom the shareholders may give proxies to attend at the Meeting and who are qualified persons under the notification
2. Certain parts of the Articles of Association of the Company in relation to the Meeting of the Shareholders, and
3. Proxy Form B.

The Board of Directors' Meeting of Krungthai Card Public Company Limited (the "Company") had passed a resolution to call the 2023 Annual General Meeting of Shareholders to be held on 7 April 2023 at

9.00 a.m. via Electronic Means only in accordance to the Royal Decree on Meetings via Electronic Media of 2563 B.E.(2020), including related rules and regulations. The Company has in advance announced to the Shareholders regarding agenda through its website from 1 October 2022 to 31 January 2023. It appeared to be no proposal of agenda from Shareholders, therefore the 2023 Annual General Meeting shallconsider the following agendas:

Agenda 1	To acknowledge the results of Company's performance for the year 2022
Facts and Reasons:	The Report on the results of Company's performance for the year 2022, which
	is as appeared on pages TH 124-148 / ENG 131-155, as well as the Audit
	Environmental Social and Governance Committee's Report, which is as
	appeared on pages TH 289-293 / ENG 307-312 of the Form 56-1 One Report,
	as appeared in the Enclosure No. 3 (in QR Code Format).
Opinions of the Board:	The Board of Directors has considered the matter and is of the opinion that the
	Shareholders should acknowledge the aforesaid Reports. This matter is for
	acknowledgement only. Therefore, a resolution is not required.
Agenda 2	To consider and approve the Financial Statement of the Company for the
	fiscal year ended 31 December 2022 and acknowledge the Report of the
	Auditor
Facts and Reasons:	The Consolidated the Financial Statement of the Company for the fiscal year
	ended 31 December 2022 which had been audited by the Auditor can be
	summarized as follows:
	Total Assets	Baht 101,795,990,730
	Total Liabilities	Baht	70,220,236,944
	Total Revenue	Baht	23,231,342,296
	Net Profit attributable to owners of the parent	Baht	7,079,399,249
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	The details are as appeared in "Financial Statements", pages TH 149 - 226 /
	ENG 156-235 of the Form 56-1 One Report, which are as appeared in the
	Enclosure No. 3 (in QR Code Format).
Opinions of the Board:	The Board of Directors has considered the matter and is of the opinion that the
	Shareholders should approve the Consolidated the Financial Statement of the
	Company for the fiscal year ended 31 December 2022, which has been
	certified by the Auditor of the Company and reviewed by the Audit Committee.
	In addition, the Shareholders should acknowledge the Report from the Auditor.
Agenda 3	To consider and approve dividend payment for the performance of year 2022,
	and to consider an allocation as legal reserve
Facts and Reasons:	In accordance with the law, should the Company have profits from its
	performance with no accumulated loss, the Company (with approval from
	Annual General Meeting of Shareholders) is able to pay dividend that derives
	from its performance profits to the shareholders. Furthermore, the Company
	must allocate net profits of the fiscal year of 2022 of not less than 5 percent of
	its net profits (deducted by accumulated loss (if any)) as legal reserve until the
	reserve is equivalent to at least 10 percent of registered capital.
	In this regard, as the Company already has sufficient legal reserve as required
	by law, it is therefore not required to make further appropriation of the net
	profit from the operation of the year 2022 to be the legal reserve pursuant to
	the Public Limited Company Act B.E. 2535 (1992) (as amended).
	In addition, the Board of Directors' Meeting No. 2/2023 has considered the
	matter and deemed it appropriate to propose the Company to pay dividend for
	the year 2022 to shareholders at the rate of Baht 1.15 per 1 ordinary share with
	the total dividend to be paid being Baht 2,965,084,181. In addition, the record
	date to receive dividend has been set to be 19 April 2023 and the dividend
	payment shall be paid on 3 May 2023. Whereas, the aforesaid dividend shall
	be paid from the net profit that has been taxed as juristic person at the rate of
	20 percent.
	The documents for consideration of this Agenda 3, including the Company's
	dividends policy, are as appeared in Enclosure No. 4.

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Opinion of the Board:	The Board of Directors has considered the matter and is of the opinion that the
	Shareholders should approve the dividend payment and acknowledge that no
	further appropriation will be made as legal reserve.
Agenda 4	To consider the election of	directors in place of the directors whose terms
	expired by rotation
Facts and Reasons:	To be in compliance with the applicable law and the Articles of Association of
	the Company, the Annual General Meeting of Shareholders is required to
	consider the election of directors to replace the directors whose terms have
	expired by rotation. There are 3 directors whose terms expired by rotation at
	this Meeting namely:
	(1) Mr. Prasong Poontaneat	Independent Director/ Chairman of the
		Board of directors / Chairman of the
		Nomination and Remuneration Committee
	(2) Lieutenant General	Independent Director
	Apichat Chaiyadar
	(3) Mr. Natapong Vanarat	Independent Director and member of the
		Audit, Environmental, Social
		Responsibilities, and Corporate
		Governance Committee

In compliance with the Good Corporate Governance Principles, the Company has provided opportunities for the minority shareholders to nominate person(s) to be elected as directors in advance of the Meeting through an announcement on the Company's website from 1 October 2022 to 31 January 2023 so that the Nomination and Remuneration Committee could consider the matter in advance so that the Nomination and Remuneration Committee could consider the appropriateness for this meeting. Nonetheless, no shareholder nominated any person to be elected as directorof the Company at this Meeting.

In this regard, the Nomination and Remuneration Committee has considered the knowledge, capability and qualifications of the 3 directors whose terms expired by rotation and was of the opinion that such persons are qualified to be re-appointed and therefore proposed the Board of Directors to consider approving the matter to be further proposed to the Shareholders' Meeting.

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