Criteria for Proposal to Include Issues in 2024 AGM Agenda

Objective

Recognizing the importance of shareholders as well as compliance with the law and corporate governance promotion, KASIKORNBANK facilitates shareholders in proposing, in advance of the Annual General Meeting (AGM) schedule, an issue beneficial to the Bank and shareholders, deemed appropriate for inclusion in the agenda of the Annual General Meeting, with reference to the criteria below.

Criteria

1. Qualification of shareholders eligible to propose an issue for inclusion in AGM agenda
   Shareholders who would like to propose an item on the agenda must be the Bank’s shareholder holding minimum shares of 0.05 percent of the total share with voting right either by one or several shareholders combined.
2. Proposal of the agenda
   The shareholder, fully qualified as in criteria No.1, shall fill out the “Proposed Agenda for 2024 Annual General Meeting Form” ,and submit it with other complete supplementary documents as required by the Bank via registered mail to the following address from September 1 to November 30, 2023.
   
   
   Corporate Secretary
   Office of Corporate Secretariat and Governance,
   Corporate Secretariat Division
   KASIKORNBANK PCL, Fl. 33
   1 Soi Rat Burana 27/1, Rat Burana Road,
   Rat Burana District, Bangkok 10140
   
   In case where several shareholders would jointly propose the agenda, each of them must fill out the “Proposed Agenda for 2024 Annual General Meeting Form”, and sign their names as evidence separately. Then the forms should be gathered into one set.
3. For an efficient AGM, the Bank reserves its right not to include the following matters as the meeting agenda;
   
   1. 1) The proposal is relevant to the ordinary business operation and the fact does not indicate any reasonable ground to suspect the irregularity of such matter;
   2. 2) The proposal is beyond authority of the Bank;
   3. 3) The proposal was submitted to the Shareholders’ meeting for its consideration within the previous 12 months, and received the supporting votes of less than 10 percent of total voting rights, given that the factual events have not changed significantly;
   4. 4) The proposal is submitted by shareholders who are not fully qualified under Item 1, or contains incomplete or insufficient information or supplementary documents, or does not meet the indicated timeline;
      
   5. 5) The proposal that violates applicable laws, rules, regulations of the government agencies, or regulatory or involved agencies, or actions not in compliance with the objectives, Articles of Association, Statement of Business Conduct of the Bank;
      
   6. 6) The proposal, as stipulated by laws, for consideration at AGM, which has been pursued regularly by the Bank;
      
   7. 7) The proposal already undertaken by the Bank;
   8. 8) The proposal previously submitted for consideration by other shareholders;
   9. 9) Any other cases as specified in the notification of the Capital Market Supervisory Board.
4. The above proposals proposed by shareholders shall meet scrutiny by a working group before further submission to the Board of Directors for consideration, and the Bank will notify the consideration results in February 2024. Any matters, under approval by the Board, will be included in the AGM agenda as attached in the Notice for 2024 AGM.
   

Criteria for Nomination of Qualified Candidates for Director Election in 2024 AGM

Objective

Recognizing the importance of shareholders and corporate governance promotion, KASIKORNBANK facilitates shareholders in nominating a qualified candidate for the Bank’s directorship under the criteria below.

Criteria

1. Qualification of shareholders eligible to nominate a qualified candidate for the Bank’s director election
   Shareholders who would like to propose a qualified candidate for directorship must be the Bank’s shareholder holding minimum shares of 0.05 percent of the total share with voting right either by one or several shareholders combined.
2. Nomination of a qualified candidate for directorship
   The shareholder, fully qualified as in criteria No.1, shall fill out the “Nomination of Qualified Candidate for Director Election in 2024 Annual General Meeting Form” , together with “Bio-data of Candidate for Director Election in 2024 Annual General Meeting Form” of the nominated candidate and submit them with other complete supplementary documents as required by the Bank via registered mail to the following address from September 1 to November 30, 2023.
   
   
   Corporate Secretary
   Office of Corporate Secretariat and Governance,
   Corporate Secretariat Division
   KASIKORNBANK PCL, Fl. 33
   1 Soi Rat Burana 27/1, Rat Burana Road,
   Rat Burana District, Bangkok 10140
   
   In case where several shareholders would jointly nominate a candidate, each of them must fill out the “Nomination of Qualified Candidate for Director Election in 2024 Annual General Meeting Form” , and sign their names as evidence separately. Then the forms should be gathered into one set.
3. The above nominated candidates by shareholders, together with complete and adequate supplementary documents, as required, and holding qualifications as required by applicable laws and the Bank’s regulations, shall meet scrutiny by the Human Resources and Remuneration Committee, according to the Nomination Process of the Bank, which shall be further submitted to the Board of Directors for consideration before seeking concurrence by the BOT, and the Bank will notify the consideration results in February 2024.

Qualifications of Candidate for Director Election in 2024 Annual General Meeting

The Bank will consider qualifications of candidate for Director Election in compliance with applicable laws and the Bank’s regulations, as follows:

1. Director qualifications under the Financial Institution Business Act B.E. 2551(2008)
   
2. Director qualifications under the Public Limited Companies Act B.E. 2535(1992)
   
3. Director qualifications under the Securities and Exchange Act B.E. 2535(1992)
   
4. Director qualifications under the Organic Act on Counter Corruption B.E. 2561(2018)
   
5. Director qualifications under the Derivatives Act B.E. 2548(2005)
   
6. Director qualifications under the Immigration Act B.E. 2522(1979)
   
7. Director qualifications under the Payment System Act B.E. 2560(2017)
   
8. Director qualifications under the Election of Members of Local Administrative Council or Local Administrators Act of B.E. 2562(2019)
   
9. Director qualifications under notifications of other regulatory agencies are:
   - Notification of the Bank of Thailand No. SorNorSor. 2/2023 Re: Roles, Responsibilities, and Composition of the Board of Directors of Financial Institutions and Companies within Financial Business Groups, dated January 24, 2023
   - Notification of the Bank of Thailand No. SorNorSor. 8/2021 Re: Regulations on the Structure and Scope of Business of Commercial Banks’ Financial Business Groups, dated July 20, 2021
   - Notification of the Bank of Thailand No. SorNorSor. 3/2021 Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions, Parent Company of Financial Institutions and Subsidiaries that Operate Financial Business, dated April 19, 2021
   - Notification of the Bank of Thailand No. SorNorSor. 12/2018 Re: Regulations on Risk Supervision of Financial Business Groups, dated May 22, 2018
   - Notification of the Bank of Thailand No. SorNorChor. 5/2018 Re: Regulations, Procedures and Conditions on Application for License and Registration to Undertake Designated Payment Services Business, dated April 16, 2018
   - Notification of the Bank of Thailand No. SorNorChor. 3/2018 Re: Regulations, Procedures and Conditions on Application for License to Undertake Designated Payment Systems Business, dated April 16, 2018
   - Notification of the Bank of Thailand No. SorNorSor. 6/2015 Re: Granting of Credit, Transactions similar to Credit Granting or Guaranty of Debt for Directors, Persons Empowered to Manage of Financial Institutions, or Related Persons, dated March 24, 2015
   - Notification of the Securities and Exchange Commission No. KorJor. 3/2017 Re: Determination of Untrustworthy Characteristics of Company Directors and Executives, dated January 23, 2017
   - Notification of the Capital Market Supervisory Board No. TorJor. 39/2016 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares, dated September 30, 2016 (Synopsis - No. 15)
   - Notification of the Capital Market Supervisory Board No. ThorLorThor. 8/2014 Re: Rules on Personnel in Capital Market Business, dated June 3, 2014 (Synopsis - No. 17)
   - Letter of the Office of the Securities and Exchange Commission No. KorLorThor/Khor.(Wor) 17/2011 Re: Appointment of Officials of Ministry of Finance as Directors in Derivatives Business, dated November 11, 2011
   - Notification of the Capital Market Supervisory Board No. ThorThor/Nor/Khor. 7/2010 Re: Rules, Conditions and Procedures for Being Director or Executive of Other Securities Companies, dated February 1, 2010
   - Notification of the Securities and Exchange Commission No. KorJor. 17/2008 Re: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities, dated December 15, 2008 (Synopsis - No. 5)
   - SET Circular No. Bor.Jor.(Wor.) 50/2006 Re: The Number of Board Positions that a Director Should Hold, dated September 29, 2006
   - Notification of the National Anti-corruption Commission Governing the Determination of the Positions of State Officials Prohibited from Carrying out the Activities under Section 126 of an Organic Act on the Counter Corruption Act B.E. 2563 (2020)
   - Ministerial Regulation No. 14 B.E. 2535 (1992) issued under the Immigration Act B.E. 2522 (1979)
10. Relevant requirements of the Bank are:
    - Articles of Association
    - Board of Directors Charter
    - Qualifications of Independent Director
    - Procedure for Approval of Cheque of Directors and Executives
    - Regulations
    

Recognizing the importance of shareholders and corporate governance promotion, KASIKORNBANK has established a procedure that facilitates shareholders in sending their questions to the Bank, in advance of the Annual General Meeting schedule, as shareholders can submit questions relating to the agenda items for the 2023 General Meeting of Shareholders No. 111 to the Bank, with reference to the criteria below.

1. Shareholders shall submit questions together with personal information, as detailed below.
   - Name, Address, Telephone number, Facsimile number and E-mail (if any) of Shareholders
   - Question on the agenda item and supplementary information (if any)
2. Channels for receiving the questions
   - Via KASIKORNBANK Website click here
   - Via Registered Mail
   

   Investor Relations Unit
   Corporate Communications Department, Corporate Secretariat Division
   KASIKORNBANK PCL, Fl. 33
   1 Soi Rat Burana 27/1, Rat Burana Road,
   Bangkok 10140

3. Period opened for submission of questions
   Shareholders shall submit the questions concerning the agenda items for 2023 Annual General Meeting No.111, from now until March, 31 2023.
   
4. Channels for answering the questions, submitted in advance for 2023 AGM
   The Corporate Communications Department will collect questions raised by shareholders before further submission to the Board of Directors, and the Bank will consider answering questions before or at the meeting date, and inform in the AGM for acknowledgment.

The voting is based on the principle of one share equals one vote. For each agenda item, each shareholder is eligible to cast his/her vote to either approve, disapprove, or abstain from voting. Split votes in other ways are disallowed. Exceptions are made for proxy holders for foreign investors who appoint custodians in Thailand to safe-keep their clients securities.

In voting for each agenda item, shareholders who wish to disapprove or abstain from voting on any agenda item should indicate their votes on the ballots; then relevant officers will take the barcode reader to record the votes at their seats and collect the ballots for verification. For the agenda item regarding the election of directors, shareholders are required to cast their votes on the ballots for the election of individual directors. Shareholders who approve or do not cast votes on the ballots will be assumed to have approved the agenda item as proposed. They are, therefore, not required to submit them for vote counting during the Meeting. Shareholders are required to submit the remaining ballots to the Banks staff at the end of the Meeting. Shareholders who left before the meeting ended must return their ballots to officers subsequently for record.

In the vote-counting process, a resolution will require a majority of votes at the Meeting. An exception is made for the agenda item concerning the remuneration of directors, wherein a resolution will require not less than two-thirds of all votes from shareholders who are in attendance at the Meeting, as well as the agenda items concerning the amendment of the Banks Articles of Association, wherein a resolution will require not less than three-fourths of all votes from shareholders who are in attendance and eligible to vote at the Meeting.

The Bank is using the barcode system in the registration and vote-counting processes for the convenience of shareholders.

To count the votes in approval for each agenda item, the Bank will deduct the total votes cast as disapproval and abstention, as well as the number of invalid ballots, from the total number of shareholders who are in attendance at the Meeting and those who have entrusted proxies to vote on their behalf. Shareholders who cast votes in advance or entrusted the Banks directors as their proxies to attend the Meeting and cast their votes on their behalf will have their votes cast in accordance with their wishes.

After the vote counting for each agenda item, the Bank will announce the voting results as approval, disapproval, abstention, invalid ballots and votes of shareholders who are not entitled to vote as a percentage of the total votes of shareholders, according to the required proportion of votes. For the agenda item concerning the election of directors, the Bank will announce the voting results for individual directors. However, the number of votes of shareholders or proxies may vary for each agenda item because there were additional shareholders attending the Meeting and some may leave the Meeting before casting votes.

Regarding invalid ballots, the ballots are considered invalid when there is more than one box marked or there are cancellation marks on the ballots or there are split votes (except for the case of custodian).