Maybank Kim Eng Securities Thailand : Notice of 2024 Annual General of Meeting of Shareholders

NOTICE OF THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF

MAYBANK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED

Tuesday, April 9, 2024 at 14.30 hrs

via electronic method (E-AGM)

Table of Content

Supporting Documents for consideration of the agenda items of the 2024 Annual General Meeting of Shareholders

Page

o Notice of the 2024 Annual General Meeting of Shareholders

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1. Supporting Documents for Agenda 4 re: To consider and appoint directors in place of those

retiring by rotation	(Attachment 1.)	13
o Profile of the Independent Directors proposed by the Company to act as	23
proxy for shareholders	(Attachment 4.)
o The 2023 Annual Report, 2023 Financial Statements for year-ended	35
December 31, 2023 and auditor's report (in QR Code), including QR Code
Downloading Procedures	(Attachment 6.)

Supporting Documents for attending the 2024 Annual General Meeting of ShareholdersPage

o	The Company's Articles of Association regarding Procedures, Process and	17
	Vote Casting for the Shareholders' Meeting	(Attachment 2.)
o Identity verification and process to attend the 2024 Annual General Meeting of	19
	Shareholders via electronic method (E-AGM)	(Attachment 3.)
o	Proxy Form A	(Attachment 5.)	25
o	Proxy Form B	(Attachment 5.)	28
o Proxy Form C for Custodian	(Attachment 5.)	31

Ref. MST 23/2023

March 15, 2024

Subject: Invitation to attend the 2024 Annual General Meeting of Shareholders

To: Shareholders

Maybank Securities (Thailand) Public Company Limited

Attachments:

1. Supporting Documents for Agenda 4 re: To consider and appoint directors in place of those retiring by rotation
2. The Company's Articles of Association regarding Procedures, Process and Vote Casting for the
   Shareholders' Meeting
3. Identity verification and process to attend the 2023 Annual General Meeting of Shareholders via electronic method (E-AGM)
4. Profile of the Independent Directors proposed by the Company to act as proxy for shareholders
5. Proxy Form A/B / Proxy Form C (for Custodian)
6. The 2023 Annual Report, 2023 Financial Statements for year-ended December 31, 2023 and auditor's report (in QR Code), including QR Code Downloading Procedures

Notice is hereby given by virtue of resolution of the Board of Directors of Maybank Securities (Thailand) Public Company Limited, at its meeting No. 1/2024, held on February 21, 2024 to convene the Annual General Meeting of Shareholders of the year 2023 (the "Shareholders' Meeting") on Tuesday, April 9, 2024 at 14.30 hrs. The Shareholders' Meeting will be held via electronic method (E- AGM) pursuant to the Emergency Decree on Electronic Meeting B.E. 2563 (2020) to consider the following agenda:

Agenda 1 To acknowledge the report on the Company's performance the year 2023

Objective and Reason:The Chairman will summarize the Company's performance and important factors which had impacted the business and significant matters which had occurred in the year 2022 to the shareholders at the Shareholders' Meeting.

Board's Opinion:The Shareholders' Meeting is proposed to acknowledge the Company's performance and important factors which had impacted the business and significant matters which had occurred in the year 2023.

Resolution:This agenda is for acknowledgement, thus there will be no casting of vote.

Agenda 2 To consider and approve the Financial Statements and Auditor's report for the year ended December 31, 2023

Objective and Reason:To comply with Section 112 of the Public Limited Companies Act B.E. 2535 (1992), including its amendment thereof (the "Public Limited Companies Act") and Clause 50 and Clause 54 of the Company's Articles of Association, the Board of Directors is required to arrange for preparation of the Balance Sheet and the Profit and Loss Statement as of the end of the Company's fiscal year and submit them to the annual general meeting of shareholders for adoption. In this regard, the Company has prepared the financial statements for the year ended December 31, 2023 according to the generally accepted accounting principles. The financial statements for the year ended 31 December 2023 have been audited by the Certified Public Accountant and reviewed by the Company's Audit Committee with the details as shown in the Attachment 6.

Board's Opinion:The Company's financial statements for the year ended December 31, 2023 demonstrated reasonably accurate financial position and performance in accordance with the generally accepted accounting principles. Therefore, the

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Shareholders' Meeting is proposed to adopt the said financial statements which were already audited by the Certified Public Accountant and reviewed by the Company's Audit Committee. The summary of the Company's performance during the year 2023 is as follows:

	Unit : Million Baht
Total assets	19,998
Total liabilities	15,142
Total revenues	2,737
Net profit	364
Earnings per share (THB)	0.64

Details are as shown in the Company's Annual Report for the year 2023.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes (Clause 49.2 of the Company's Articles of Association).

Agenda 3 To consider and approve the appropriation of retained earnings and the distribution of dividend

Objective and Reason:Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535 (1992) and Clause 50 and Clause 57 of the Company's Articles of Association, the Company has to allocate a portion of annual net profit as a legal reserve in the amount of not less than 5% of its annual net profit, after net-off accumulated amount of brought forward loss (if any) until that legal reserve reaches a level of not less than 10% of the registered capital. Presently the Company has legal reserve at THB 286,125,000 which equals to 10% of the registered capital. Hence, the Company is not required to allocate annual net-profit to be a legal reserve.

In this regard, it is the Company's policy to propose dividend payment to the Shareholders' Meeting at the rate not less than 40% of each year's net profit, except in case the Company needs to set aside a larger budget for business expansion or other significant activities. However, such dividend payment is subject to the approval of the Shareholders' Meeting. The Board of Directors may decide to pay interim dividend to its shareholders and must be reported to the shareholders in the next meeting of shareholders.

The Company has the net profit as at 31 December 2023 of the Financial Statement of 364.90 Million Baht and considering the Section Law 115 of the Public Limited Company Act B.E. 2535 (1992) and Clause 56 of the Company's Articles of Association, the Board of Directors hereby endorsed to propose to Shareholders' Meeting to approve the dividend payment to shareholders of additional 0.11 Baht from the net profit. Thus, the dividend payment is the extra payment from the interim dividend payment which was approved by the Board of Directors of 0.37 Baht from the net profit from 1 January 2023 to 30 June 2023 which was paid to shareholders on 20 September 2023.

The total dividend payment for FY2023 equals 0.48 Baht per share from the net profit of 1 January 2023 to 31 December 2023 or 75% of the Company's net profit for FY2023 which is in accordance with the Company's dividend policy.

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Information on dividend payment

	Fiscal Year	2023	2022		2021
	Net Profit (Million Baht)	364.90	628.23		760.79
	Legal Reserve (Million Baht)	-	-		-
	Treasury Stocks Reserve (Million Baht)	-	-		-
	No. of shares as of December 31, 2023		570,814,500
	(Net-off treasury stocks)
	-Interim dividend (Baht)	0.37	0.33		0.48
	-Additional dividend (Baht)	0.11	0.61		0.48*
	Whole year dividend (Baht per share)	0.48	0.94		0.96
	Pay-out ratio (% of net profit)	75	85		72
	Dividend payment amount (Million Baht)	273.99	536.57		547.98

*The Dividend Payment and whole year dividend (Baht Per Share) are subject to approval from 2024 Annual General Shareholder's Meeting.

Board's Opinion:The Board has recommended for legal reserve and to pay the dividend for the operating result for FY2023 and approved to pay the dividend to shareholders for additional 0.11 Baht per share (the net profit from January 1 to December 31, 2023). The total dividend for 2023 is 0.48 Baht per share or the pay-out ratio is 75% of the net profit. The Board of Directors has approved for resolution to pay interim dividend for 0.37 Baht per share and already paid on September 20, 2023 resulting to additional dividend for shareholders of 0.11 Baht per share which comply with the Company's dividend policy of not less than 40% dividend payment of the net profit after legal and other fund reserve deductions. Each year of dividend payment is based on investment plan, the necessities and other future plans. Past dividend is not the future dividend payment.

The structure of profit appropriation and dividend payment as of 31 December 2023 are as follows:

		Unit : Million THB
	Details of profit appropriation	2024
	(year of proposal)
	Legal Reserve*	-
	Dividend payment in rate of THB 0.48 per share	Not more than THB 273.99 million
	*Since the Company has sufficient legal reserve.

The above additional dividend will be paid to the shareholders who were entitled to receive the dividend on April 26, 2024. The record date of the shareholders who were previously entitled to receive the dividend was on March 7, 2024. However, the dividend payment is subject to the resolution of the Shareholders' Meeting.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes. (Clause 49.2 of the Company's Articles of Association)

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Agenda 4 To consider and appoint directors in place of those retiring by rotation

Objective and Reason:To comply with Section 71 of the Public Limited Companies Act B.E. 2535 (1992) and Clause 50 and Clause 22 of the Company's Articles of Association, at each annual general meeting of shareholders, one-third (1/3) of the directors shall retire. If the number of directors cannot be divided exactly into three parts, then the number of director nearest to one-third (1/3) must retire from office. The directors retiring by rotation are eligible for re-election.

At present, the Company has 6 directors. The directors who are due to retire by rotation at this 2023 Annual General Meeting of Shareholders are the following two directors:

1.	Dr. Areepong Bhoocha-oom	Chairman	and	Independent
		Director
2.	Mr. Arapat Sangkharat	Executive Director

With regard to nomination of directors, the Company gave minority shareholders the opportunity to propose any person deemed qualified to be elected as director of the Company at the 2024 Annual General Meeting of Shareholders, from 6 December 2023 to 31 January 2024, by notifying through news system of the Stock Exchange of Thailand (the "SET") and announcing on its website, in accordance with the Corporate Governance Code of Listed Companies. However, when the specified period lapsed, no shareholder had nominated any persons to be elected as director of the Company.

In this regard, the Nomination and Remuneration Committee conducted nomination process by taking into its consideration of the appropriateness for the utmost benefit of the Company, coupled with the Board Composition, qualifications, knowledge, capabilities, experience and expertise, and independence of the independent director's concerning their abilities to perform duties, including the fact that such independent directors must be able to provide opinions on an independent basis in accordance with the relevant rules and regulations.

The Nomination and Remuneration Committee (excluding the interested director who abstained from voting) is of the view that the two directors are fully qualified in accordance with Section 68 of the Public Limited Companies Act, and possess no prohibited characteristics under the rules and regulations prescribed by the Office of the Securities and Exchange Commission (the "SEC Office"); the two directors also possess knowledge, capabilities, and experience which would be benefit to the Company's business operations and would be advantageous for the Company. Furthermore, in their previous term of office, these directors duly performed their duties as members of the Board of Directors and sub-committees and they are capable of giving opinions independently in accordance with the relevant regulations. Details on Scope of Duty and Responsibility of the Board of Directors and other subcommittees are appeared in 2023 Annual Report (56-1 One Report Form FY2023), under the title "Corporate Governance", Attachment 1. Hence, the Nomination and Remuneration Committee agree to propose to the Board of Directors to consider proposing this matter to the Shareholders' Meeting to consider the appointment of two retiring directors to hold office as the Company's directors and sub-committee members for another term.

The Board of Directors, therefore, deemed it appropriate to propose to the Shareholders' Meeting to consider and approve the appointment of those two retiring directors to hold office as the Company's directors and sub-committee members for another term. Details of age, shareholding proportion, educational background, work experiences, and the meeting attendance of the nominated director ("Biography of

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persons to be elected as Directors to replace the Directors who retired by rotation") are shown in Attachment 2.

Board's Opinion:

The Board of Directors, excluding the nominated/interested directors, had considered and was of the view that those two directors who are due to retire by rotation at this Shareholders' Meeting have passed the screening process and they were knowledgeable and capable in performing their duties as the Company's director and sub-committee members; they also fully qualified under Section 68 of the Public Limited Companies Act, possess no prohibited characteristics under the rules and regulations prescribed by the SEC Office and also possess knowledge, capabilities, and experience which would be benefit to the Company's business operations and would be advantageous for the Company. Furthermore, in their previous term of office, all two directors duly performed their duties as members of the Board of Directors and sub-committees and conducted in the best interest of the Company and the shareholders and they are capable of giving opinions independently in accordance with the relevant regulations and laws. Due to such reasons, the Board of Directors, therefore, resolved as proposed by the Nomination and Remuneration Committee, to propose to the Shareholders' Meeting to consider and approve the reappointment of the two directors, who are due to retire by rotation, to hold office

as directors and sub-committee members for another term.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes (Clause 49.2 of the Company's Articles of Association).

Details of age, percentage of shareholding, educational background, work experiences, and the Board of Directors' meeting attendance of the nominated director are provided in Attachment 1.

Details of the scope of duty and responsibility of the Board of Directors and of other committees appear in the 2023 Annual Report under the title "Corporate Governance" are provided in Attachment 6.

Agenda 5 To consider and approve the remuneration of the Company's directors and subcommittee members for the year 2024

Objective and Reason:To comply with Section 90 of the Public Limited Company Act B.E. 2535 (1992) and Clause 42 of the Company's Articles of Association which requires the Company to pay the director fee to the Board of Directors, the Board has a policy to determine the remuneration for the directors and sub-committee members at the appropriate rate, taking into account the various factors as follows:

1. Duty and responsibility of each director
2. Remuneration rate of other companies in the same industry
3. Remuneration rate of other listed companies in the Stock Exchange of Thailand (SET)
4. Business expansion and growth in company's profit
5. Other factors

However, the remuneration of each director and the Audit Committee has to be approved by the Nomination and Remuneration Committee before proposing to the shareholders for its approval.

Board's Opinion:The Board agreed to fix the remuneration of the Company's directors and the Sub-Committee's fee for the year 2024 at the total amount not exceeding THB 11,000,000 (Eleven million baht) with no any other benefit.

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The Company's Nomination and Remuneration Committee has thoroughly considered and fixed the remuneration for the directors in compliance with the Company's policy by comparing the said rate with the rate of other companies in the same industry taking into account the duty and responsibility of each director including business expansion and growth in company's profit. There is no any other benefits except the monthly director fee. For the independent director nomination, the Board has duly considered that the law and regulations related to independent directors are generally complied.

The Framework Remuneration of Board of Director and Sub-Committee for FY2024

		Company Director and Sub-Committee's Remuneration
			(Unit: Baht)
		Chairman		Member
Board of Director		2,400,000		600,000
Audit Committee		600,000		480,000
Nomination	and	500,000		350,000
Remuneration Committee
Corporate	Governance	500,000		350,000
Committee
Credit Underwriting Review	500,000		350,000
Committee

The Total Remuneration for the Board members and Sub-Committee compared to the previous year is as follows:-

	2024
Details of remuneration		(year of	2023	2022	Remark
		proposal)*
1.Director Monthly allowance		Not exceeding	not exceeding	Not exceeding	No change of
	THB	THB	THB	remuneration
(THB)
11,000,000	11,000,000	11,000,000	from 2023
2.Directors' Annual bonus for
the year 2024 (THB)
- Annual Bonus of					No change of
-	-	-	remuneration
Independent directors (THB)
				from 2023
- Annual Bonus of other					No change of
directors (excluding
-	-	-	remuneration
executive directors) (THB)
				from 2023

Remark: * The proposed remuneration is subject to the approval of the shareholders at the 2024 Annual General Meeting of Shareholders.

Resolution:The resolution for this agenda must be passed by not less than two-third (2 out of 3) of the total number of votes of the shareholders who attend the meeting and cast their votes (Clause 42 of the Company's Articles of Association and Section 90 of Public Company Limited Act).

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Agenda 6 To consider and appoint the company's auditors and to fix the audit fee for the year 2024

Objective and Reason:To comply with Section 120 of the Public Limited Company Act B.E. 2535 (1992) and Clause 58 of the Company's Articles of Association which requires, the annual general meeting of shareholders shall appoint the auditor and fix the annual audit fee.

Further to the proposal by the Audit Committee, the Board has recommended that the following auditors from EY Office Limited:

Ms. Wanwilai Phetsang, C.P.A. Registration No. 5315; or (Number of years serving as the Company's auditor: 2)

Ms. Somjai Khunapasut, C.P.A. Registration No. 4499; or (Number of years serving as the Company's auditor: 2)

Ms. Bongkot Kriangpunamorn, C.P.A. Registration No. 6777 (Number of years serving as the Company's auditor: 2)

be appointed as the Company's auditor for the year 2024; in the event those auditors are unable to perform their duties, EY Office Limited is authorized to assign any of its auditors to perform the audit and express an opinion on the Company's financial statements in his/her place.

The audit fee for the Year 2024 shall not exceed THB 3,190,000 (Three million and one hundred ninety thousand baht) excluding out of pocket expenses due to the following factors:

1. Knowledge of the auditor on accounting and auditing standards, capability to manage and complete audit work efficiently, standard of the audit firm to control quality of audit job and other services provided to the Company including advice and clarification on the new accounting standards and update of other information.
2. Reputation as auditor and track record of providing audit services to other companies in the same industry. Auditors of EY Office Limited have been appointed to be auditors of several listed securities company.
3. Appropriate and comparable audit fee rate with other listed securities companies.
4. Other business relationship with the Company and controlling person which might give rise to conflict of interest. EY Office Limited has not had any other business relationship with the Company and the Company does not use other services from EY Office Limited, except on audit matters.

EY Office Limited proposed audit fee for the fiscal year 2024 at THB 3,190,000 (Three million and one hundred ninety thousand baht), excluding out of pocket expenses. The proposed audit fee for year 2024 is the same amount as to last year's. The Company has no other subsidiaries.

Board's Opinion:The Board recommended the appointment of the proposed auditors, Ms. Wanwilai Phetsang, C.P.A. Registration No. 5315 or Ms. Somjai Khunapasut, C.P.A. Registration No. 4499; or Ms. Bongkot Kriangpunamorn, C.P.A. Registration No. 6777 as the Company's auditors of EY Office Limited. The audit fee for the Year 2023 is in the amount of not exceeding THB 3,190,000 (Three million and one hundred ninety thousand baht), excluding out of pocket expenses. The proposed audit fee is the same amount as last year's.

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Audit Committee's opinion:The Audit Committee agreed as the Board's Opinion.

Resolution:The resolution for this agenda must be passed by a majority of shareholders who attend the meeting and cast their votes (Clause 49.2 of the Company's Articles of Association)

Agenda 7. To consider and approve the renewal of debenture program in the amount not exceeding THB 10 billion or the equivalent amount in other currencies (revolving)

Objective and Reason:

Owing to the resolutions of the Shareholders' Meeting at the 2023 Annual General Meeting of Shareholders held on 11 April 2023, the shareholders approved the renewal of debenture program in the amount not exceeding THB 10 Billion or the equivalent amount in other currencies (Revolving). However, the Company has not issued and offered any debenture under the said program to the investors.

The Board of Directors, therefore, would like the Shareholders' Meeting to consider and approve the renewal of the said debenture program again to be an alternative source of funding of the Company. This could reduce the Company's interest expense from loan facilities the Company has with the commercial banks, support the Company's business expansion and operation such as issuing derivative warrants, lending margin loan for stock trading, and etc., and provide source of fund for future investment needs and working capital for the Company. Details of Debenture Program under the scheme as detailed set out below.

Details of Debentures Program

Type :	Specify or not specify the name of debenture holder/ subordinated or
unsubordinated/ secured or unsecured debenture with or without
	Debenture Holder Representative, subject to market condition at each
	time of issuing and offering the debentures.
Offering Size:	Up to THB 10,000,000,000 or equivalent amount in other currencies
	(revolving).
Par value:	THB 1,000 per unit
Term:	Not exceeding 3 years from the issue date
Offering Type:	To offer in domestic and/or foreign market to the public and/or
	specific investors and/or high net worth investors and/or domestic
	institutional investors and/or foreign institutional investors. The
	debentures may be offered at once or divided into a series of
	allotments.
Interest:	Subject to prevailing market conditions at the time of issue and
	offer for sale
Early redemption:	The debenture holders have or do not have the right to request the
	Company for early redemption of the debentures and the Company has
	or does not have the right to redeem the debentures prior to maturity,
	as agreed and prescribed in the terms of debentures at each issuance.

In addition, the Board of Directors deemed it appropriate to propose to the Shareholders' Meeting to empower the Board of Directors and/or the Management Committee to take the following actions related to the issuance and offering of debentures:

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