Maybank Kim Eng Securities Thailand : Minutes of Annual General Meeting of Shareholders 2023

MINUTES OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

VIA ELECTRONIC METHOD (E-AGM)

OF

MAYBANK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED

Time and Place

The Annual General Meeting of Shareholders via electronic method (E-AGM) was held on April 11, 2023 at 14.30 hrs. at The Offices at Central World, 20th Floor, 999/9 Rama 1 Road, Pathumwan, Bangkok 10330.

Preliminary Proceeding

Dr. Areepong Bhoocha-oom presided over the meeting with the following directors. There were 6 of 6 members on the Board of Directors or 100 percent as a quorum in accordance with Company's Articles of Association, relevant rules and regulations on e-Meeting and auditor in attendance:

	Name	Position
1.	Dr. Areepong Bhoocha-oom	Chairman of the Board, Independent Director,
		Member of the Audit Committee, Member of the
		Nomination and Remuneration Committee and
		Chairman of Good Corporate Governance
		Committee
2.	Ms. Sopawadee Lertmanaschai	Independent Director, Chairman of the Audit
		Committee, Chairman of the Nomination and
		Remuneration Committee and Member of Good
		Corporate Governance Committee
3.	Mr. Hans Johan Patrik Sandin	Independent Director, Member of the Audit
(attended meeting via electronic	Member, Member of the Nomination and
	method from HongKong)	Remuneration Committee and Member of Good
		Corporate Committee
4.	Mr. Oh Lau Chong Jin	Director, Authorized Director, Member of the
	(attended meeting via electronic	Nomination and Remuneration Committee,
	method from Malaysia)	Member of Good Corporate Governance Committee
5.	Mr. Arapat Sangkharat	Executive Director, Authorized Director and Chief
		Executive Officer
6.	Mr. Ricardo Nicanor Jacinto	Independent Director and Member of the Audit
	(attended meeting via electronic	Committee, and Member of Good Corporate
	Method from Philippines)	Governance

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Company's Auditor:
1. Ms. Ratana Jala	Certified Public Accountant,
	EY Office Limited.

The Chairman informed the meeting regarding reasons and necessity as to the absence of the following directors who were unable to attend the meeting due to their prior engagement.

	In addition, the Chairman introduced the Management as follows:
1.	Mr. Kriangkrai Cheungwiwatkit	EVP, Head of CEO Office
2.	Ms. Junporn Loupraphakorn	SVP, Head of Finance
3.	Mr. Theerasate Promprong	Analyst, Investment Advisory

The Chairman assigned Miss Panut Javalkul, the Corporate Secretary announced that there were no shareholder present in person and 29 shareholders were present by proxy, totaling of 29 shareholders/proxies representing 478,962,690 shares, equivalent to 83.91% of the total shares of the Company. A quorum was, therefore, constituted in accordance with Clause 47 of the Articles of Association of the Company.

The Corporate Secretary declared the meeting duly convened and explained the voting procedures for each agenda as required by the SET's regulation on shareholders' meeting of the listed companies as well as rules and regulations on e-Meeting as follows:

Procedures for Vote Counting and Report on Voting Results

Voting Process

1. The voting in each agenda would be proceeded openly, when it came the casting the vote time, the Company would notify the shareholders and open the DAP e-Shareholder Meeting for each agenda so that the shareholders could go back to the system to vote; and
2. The Shareholders or proxies could vote for each agenda by choosing one from three choices: "For" or "Against" or "Abstention". The vote casting could not be done in parts (except for the voting which was made by custodian); and
3. Any shareholders who failed to cast their votes in the program or failed to submit their votes into the system would be assumed to have approved (for) the agenda item as proposed by the Chairman.

Rules for Vote Counting

1. The voting should be based on the one share one votebasis and the majority of votes should be deemed as criteria to obtain the resolution except as stated otherwise by laws. In the event of an equality of vote, the Chairman should be entitled to a second or casting vote in addition to those votes as a shareholder;
2. For the vote counting in each agenda item, "Against" and/or "Abstention" votes should be deducted from the total number of votes casted by the shareholders presenting at the Meeting. The shareholders who presented in the Meeting and do not cast their votes should be deemed as the approval (for) votes, provided that this had included those votes of shareholders by proxies casted in their respective proxy forms, which were previously recorded upon the registration; and
3. The voting results would be announced for votes as "For" "Against" or "Abstention". In each agenda item, the quorum would be based on the latest number of shares held by those presenting at the Meeting. For the purpose of transparency, the system would not be able to make any changes retroactively after the closure for vote processing in each agenda. If the vote processing was longer than usual in an agenda, the Company would

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immediately proceed to the following agenda for expedition, and the result of previous agenda would be immediately informed to the Meeting once available.

Expressing Opinions and Asking

The shareholders who wished to make inquiries or express their opinions could ask questions and share opinions in two period of time: (i) during each agenda and (ii) after the end of the meeting.

In this regard, if a shareholder wished to make inquiries or express their opinions, it was informed that the shareholders to type in the message box below the page and press "Send" in blue sign and then press "Send" in yellow sign to send questions and opinion. The questions would be sent to a queue whereby the Company would pass the questions to the Management to answer the questions. The Company reserved the right to take any appropriate action to ensure that the Meeting was concise and effective.

The Corporate Secretary also informed the Meeting of the Company's compliance with the Corporate Governance Code (CG Code) in the following issues:

• The Company allowed shareholders to propose additional agenda prior to this shareholders' meeting.
• The Company allowed shareholders to nominate qualified candidates to be elected in place of the directors who would be retired by rotation this year.

For the two above-mentioned issues, the shareholders were able to submit them to the Company's Board of Directors for consideration from November 19, 2022 until January 31, 2023. However, none of the shareholders proposed any agenda or nominate any candidate.

The Company made a statement that the system employed in the 2023 Annual General Meeting of Shareholders by electronic method (E-AGM) was operated by Digital Access Platform Company Limited (the subsidiary of Stock Exchange of Thailand), which had undertaken an assessment of conference control system by the service provider in accordance with the Notification of the Ministry of Information and Communication Technology Re: Standards for Electronic Conferencing Security B.E. 2557 (2014).

In order to have an independent person to witness the vote counting, the Chairman assigned the Corporate Secretary to inform the shareholders to send a representative to be such independent person. As such, the meeting of shareholders selected Mr. Pokpak Thongpakdee, a legal representative from FBLP Law, who had no both connected with Company to be their representative to witness the vote counting.

Before proceeding with the Meeting, the Corporate Secretary informed the meeting that the shareholders may ask any question for each agenda but the question should be relevant to such agenda item in order to save time.

Before the meeting started, the Corporate Secretary informed the meeting that the Company had been certified as a member of the Collective Action Coalition Against Corruption ("CAC") on May 21, 2016 and recertified until June 30, 2025.

The Chairman then proceeded with the following agendas:

Agenda 1 To acknowledge the report on the Company's performance the year 2022

The Chairman invited Mr. Arapat Sangkharat, Chief Executive Officer, to report on the Company's performance for the year 2022 to the Meeting to acknowledge the same. Details of the

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performance were as shown in the 2022 56-1 ONE Report which was sent to all shareholders along with the invitation letter of the Meeting.

Mr. Arapat Sangkharat, Chief Executive Officer, reported that there would be three parts for Agenda 1; 2022 Company Performance, the 2023 Strategy and ESG initiatives. He then assigned Ms. Junporn Laopraphakorn, Senior Vice President and Head of Finance to report the Company Performance FY2022 as follows.

2022 Performance

Company's financial position for the year 2022 was strong, maintained consistently on shareholders' equity and business capability on securities business as follows:

• Revenue: In 2022, the company had the revenue from brokerage both from securities brokerage and investment banking with the decrease of 19% in total revenue from THB 3,593 Million in 2021, to THB 2,927 Million in 2022 relevant to the decrease of the brokerage fee resulting from the decrease of SET market volume.
• Expense: In 2022, the company had the expense decrease by 19% relevant to the decrease of the revenue from THB 2,643 Million to THB 2,143 Million.
• Net profit: In 2022, the net profit of the company decreased from 2021 due to the decrease of the revenue. This had made the company's net profit decrease from THB 761 Million in 2020 to THB 628 Million in 2022.
• Assets: The total asset of the company decrease 11%. The total asset decreased from THB 27,354 Million in 2021 to THB 24,228 Million in 2022 relevant to the decrease of business debtor from decrease of trade volume.
• Liabilities: The liabilities. As of 2022, the company had liabilities of about THB 19,207 Million. The total liabilities decreased 15% from the decrease of debts issued and other borrowings. The ratio of the owner was still close to same level.
  He then assigned Mr. Kriangkrai Cheungwiwatkit, Executive Vice President and Head of CEO Office to report the Strategy FY2023 as follows.
• • Transforming from Security Brokerage to Leader in Investment.
    MSTH is committed to becoming the best provider of investment solutions o Full range of investment products and services
    o Research and investment recommendations from the top research team o The best investment app for young gen - Maybank Invest
    o Complete investment solutions for High Net Worth and Institutional clients
  • Maybank Securities (Thailand) Helps Investors Navigate Through the Volatile Market.
    The Company offers complete investment solutions that help customers grow and protect their wealth in uncertain time.
    o A full range of products that meet various investment needs in all market conditions.
    o Timely, in-depth analysis from our top research team.
    o Fully digital, hyper-personalized app that brings the world of investments to the fingertips.
  • In 2023, we will continue to focus on transformation from "Trading" to Investing" and digital platform to acquire new, young-gen investors.
    MAYBANK INVEST
    o Built to be the best investment app
    o Hyper-personalized investment recommendations

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NEW PRODUCTS & PARTNERSHIPS

1. Develop new products and services to offer multi-asset investment Leverage partnership to offer complete investment solution.

REBFRESH BRAND

• 1. Rejuvenate MSTH branding to appeal to young, "digital native" investors.
• Maybank Invest : A fully digital, hyper-personalized investment app designed for new gens
• 1. FY2022: From trading to investment app launched August 2022 with high ratings from users.

1. FY2023: New features and functions and more products (IPO, bond, etc)

for multi-asset investment.

• 1. FY2024: Fully digital app designed for new gens personalized investment recommendations by AI Social Investing to tap into the power of investment community.
• Wealth Management: Family Office built to manage Inter-generational wealth for Private Wealth Client.
• 1. The Company helps customers build and grow wealth for the next

generations.

1. The Family Office is built to provide an end-to-end financial advice to our private banking clients. Services include individualized investment plans

to meet client's objectives, tax planning and estate planning.

• 1. Private Wealth Advisors work with our clients to create Private Fund catering to each client's unique needs and objectives. The fund can invest in various asset classes to capitalize on global opportunities. o Local Equities
     o Offshore Equities o Derivatives
     o Local and global mutual funds o Structured Products
• Building strong foundations to support sustainable growth Institutional Brokerage
  More product innovations supporting institutional clients on outbound trade leveraging Maybank's footprint across Asia.
  Investment Banking & Advisory
  Continue to expand DCM business with our strong Retail and Institutional distribution and M&A advisory with our network across SEA.
  Equity Derivative Commodity Continuously develop new products
  o DR/ DRX
  o Structured Products (KIKO) o Offshore equites
  IT Innovation
  Invest in IT and technology for the future Build a sizable pool of digital talents

Mr. Arapat Sangkharat assigned Mr. Theerasate Promprong, Analyst, Investment Advisory to report to the shareholders on Corporate Social Responsibility and Anti-Corruption activities.

Mr. Theerasate reported that the Company emphasized the business operation under ESG (Environmental Social Governance) principle with the sustainable business management with care on the society, environment and good governance as followings.

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