Siam Commercial Bank Public : Proposed Restructuring

SCB shareholders vote in favor of proposed restructuring Expanding SCB^x mothership to new frontiers

After receiving the green light from its Extraordinary General Meeting of Shareholders, Siam Commercial Bank is ready to move forward restructuring its financial business group and shareholding structure. The mission following this favorable shareholder resolution will be to list its SCB^x mothership on the Stock Exchange of Thailand, replacing Siam Commercial Bank. Siam Commercial Bank CEO Arthid Nanthawithaya thanked shareholders for their confidence in the financial technology business strategic thrusts and stated that SCB^x is now readyto embark upon a new journey of growth beyond boundaries in an effort to create sustainable returns for shareholders.

At the Extraordinary General Meeting of Shareholders (EGM) no. 1/2021 held on 15 November 2021, SCB shareholders approved a plan to restructure the SCB Financial Group by swapping "SCB" shares for "SCB^x" shares and listing "SCB^x" on the stock exchange, replacing Siam Commercial Bank. SCBx will issue and offer ordinary shares in exchange for SCB ordinary and preferred shares at the rate of one SCB ordinary share per one SCB^x ordinary share and one SCB preferred share per one SCB^x ordinary share.

As part of the shareholding restructuring plan, the EGM also approved the transfer of SCB subsidiaries to operate under SCB^x, other relevant authorizations, and the transfer of SCB's credit card and unsecured personal loan business to Card X Company Limited (Card X), a newly established subsidiary of SCB^x, whereby SCB^x will hold 99.99 per cent of the shares in Card X and related authorizations.

In this regard, the EGM resolved to approve Siam Commercial Bank paying a special interim dividend of 70 billion baht to SCB^x for the transfer of subsidiaries and the credit card and unsecured personal loan business. This interim dividend payment is part of the shareholding restructuring plan, new company formation, and new investments to create business opportunities and future growth as proposed by the Board of Directors.

Siam Commercial Bank CEO and Chairman of the Executive Committee Arthid Nanthawithaya thanked shareholders for their trust and confidence in the proposed business plan for building SCB^x as a financial technology business with the goal of achieving unlimited growth and generating sustainable returns for all stakeholders. This shareholding restructuring plan will unlock the potential and flexibility for business growth of the SCB^x business group in many aspects and increase the clarity of doing business to its fullest extent. Each group company will be able to adopt the governance and risk versus return criteria that is the norm for its industry, benefiting overall business operations across the group.

In the next step, during February-March 2022, shareholders will consider accepting a tender offer from SCB^x whereby at least 90% of the tender offer must be achieved. In March 2022 "SCB^x" shares will be listed on the Stock Exchange of Thailand, while those of "SCB" will be delisted on the same day. The symbol "SCB" will still be used for trading and SCB shareholders will be switched to SCB^x shareholders instead.