Bangkok Bank : Invitation Letter for 30th Annual Ordinary Meeting of Shareholders

Ref: SSD./REG. 0455/2023

March 10, 2023

Re: Annual Ordinary Meeting of Shareholders

To: All Shareholders

Reference Documents:

1. Appropriation of profit and payment of dividend for the year 2022
2. Information of the directors retiring by rotation and proposed to be re-elected
3. Directors' remuneration for the year 2022
4. Appointment and remuneration of auditors for the year 2023
5. Amendment of the Bank's Articles of Association
6. Guidelines for proxy holder appointment, registration and documents required in order to attend the shareholders' meeting
7. Articles of Association (only those Articles relating to the shareholders' meeting)
8. Map of Bangkok Bank Public Company Limited

Attachments:

1. Summary of the Financial Information from the Annual Registration Statement / Annual Report for the year 2022 (Form 56-1 One Report)
2. Letter concerning appointment of proxy holder for the Annual Ordinary Meeting of Shareholders and information of the directors for consideration regarding appointment as proxy holder
3. Proxy form, Notification of Meeting, and details of documents required to register for the meeting

The Board of Directors of Bangkok Bank Public Company Limited (the "Bank") has resolved to call the 30th Annual Ordinary Meeting of Shareholders on April 12, 2023, at 15.00 hrs. at the Head Office, 333 Silom Road, Silom Sub-district, Bang Rak District, Bangkok, Thailand, to consider the following agenda:

(1) To acknowledge the report on the results of operations for the year 2022

Objective and reason: In order to comply with Article 35 of the Bank's Articles of Association which stipulates that the report of the Board concerning the Bank's operating performance during the preceding year together with opinions on the future business operation be acknowledged by the shareholders' meeting.

Board's recommendation: That the report on the results of operations for the year 2022, which provides details on the results of the Bank's operations and significant changes, be acknowledged.

(2) To approve the financial statements for the period ended December 31, 2022

Objective and reason: In order to comply with Section 112 of the Public Limited Companies Act B.E. 2535 as amended and Article 41 of the Articles of Association of the Bank, which stipulate that the Bank shall arrange for the preparation of the financial statements as of the last day of the accounting period of the Bank and submit them to the annual ordinary meeting of shareholders for approval.

Board's recommendation: That the financial statements for the period ended December 31, 2022, presenting the financial status and operating results of the Bank during the year 2022, which were audited by the auditors of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. and were considered by the Audit Committee, be approved.

(3) To approve the appropriation of profit and the payment of dividend for the year 2022

Objective and reason: In order to comply with Article 35 of the Bank's Articles of Association which stipulates that the appropriation of profit shall be considered and approved by the shareholders' meeting and Article 45 which stipulates that the Bank

Bangkok Bank Public Company Limited Registration No. 0107536000374

333 Silom Road, Bang Rak District, Bangkok 10500 Thailand Tel. [phone] Fax. [phone] www.bangkokbank.com

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shall allocate to a reserve fund a portion of the annual net profit, which amount must not be less than ten percent of the annual net profit deducted by the accumulated losses brought forward (if any) until the reserve fund reaches an amount of not less than twenty five percent of the registered capital. The net profit of the Bank in 2022 amounted to Baht 26,390,071,389.07 and the accumulated profit to be appropriated in this year's annual ordinary meeting of shareholders amounted to Baht 213,597,436,600.30.

Board's recommendation: That the shareholders' meeting approve the appropriation of profit and the payment of dividend for the operating results of the year 2022 as follows:

1) to allocate as a legal reserve in the total amount of Baht 1,000,000,000, being the allocation for the period of January-June 2022 amounting to Baht 500,000,000 (which had already been made as per the financial statements for the period ended December 31, 2022) and for the period of July - December 2022 amounting to Baht 500,000,000.

2) to allocate as other reserves in the amount of Baht 5,000,000,000 which had already been made for the period of January-June 2022.

3) to pay dividend for the operating results of the year 2022, which dividend was derived from retained earnings, at the rate of Baht 4.50 per ordinary share, totaling Baht 8,589,793,023.00 or about 32.54 percent of the annual net profit, a part of which had been paid as interim dividend at the rate of Baht 1.50 per ordinary share on September 23, 2022, and the remaining amount be paid on May 12, 2023 at the rate of Baht 3.00 per ordinary share and the record date for determining the shareholders who have the right to receive the dividend payment be April 24, 2023.

(Details are in Reference Document No. 1)

(4) To elect directors in place of those retiring by rotation

Objective and reason: In order to comply with Section 71 of the Public Limited Companies Act B.E. 2535 as amended and Article 17 of the Articles of Association of the Bank, which stipulate that at every annual ordinary meeting of shareholders, one-third of the total number of the directors of the Bank shall retire, 7 directors are due to retire by rotation in the annual ordinary meeting of shareholders for 2023, namely, Mr. Deja Tulananda, Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Charamporn Jotikasthira, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu and Miss Niramarn Laisathit.

Board's recommendation: The Board (excluding the directors with interest) has considered the proposal of the Nomination and Remuneration Committee and recommended that all 7 directors retiring by rotation, namely, Mr. Deja Tulananda, Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Charamporn Jotikasthira, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu and Miss Niramarn Laisathit, who have been duly considered by the Nomination and Remuneration Committee in accordance with the procedures prescribed by the Bank and possess qualifications pursuant to the relevant laws and regulations which are suitable for the business operation of the Bank, be proposed for re-election by the shareholders to the Board for another term. The Nomination and Remuneration Committee has made their consideration in accordance with the selection process by taking into account the policy, criteria and methods prescribed, and is of the opinion that the said 7 retiring directors, namely, Mr. Deja Tulananda, Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Charamporn Jotikasthira, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu and Miss Niramarn Laisathit, possess suitable qualifications, with no disqualification pursuant to any relevant laws or regulations, have knowledge, skills and expertise that will benefit, and be fit for, the Bank's business operation, and also possess high business ethics, vision and a positive attitude towards the Bank, as well as the willingness to fully perform their assigned duties with responsibility, integrity and honesty. The retiring directors' performances of their duties as the Bank's directors so far have been highly beneficial as reflected in the Bank's results of operation. In this respect, the re-elections of the 7 retiring directors to the Board have been approved by the Bank of Thailand. Notably, Mr. Siri Jirapongphan, an independent director with qualifications pursuant to the relevant laws and regulations relating to independent directors, has expressed his views and opinions independently and in accordance with the relevant rules and regulations. The Board, therefore, recommended that Mr. Deja Tulananda, Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Charamporn Jotikasthira, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu and Miss Niramarn Laisathit be re-elected to the Board.

Notice of the 30th Annual Ordinary Meeting of Shareholders, April 12, 2023

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The Bank had provided shareholders with the opportunity to nominate candidates who possess suitable qualifications for bank directorship in accordance with the rules and guidelines prescribed by the Bank which are disclosed on the Bank's website; however, there were no proposals from any shareholder.

(Details and brief background of the retiring directors are in Reference Document No. 2)

(5) To acknowledge the directors' remuneration for the year 2022

Objective and reason: To report to the shareholders concerning the directors' remuneration which has been determined in line with the remuneration framework as proposed by the Nomination and Remuneration Committee.

Board's recommendation: That the directors' remuneration be acknowledged. (Details as per Reference Document No. 3)

(6) To appoint the auditors and determine the remuneration

Objective and reason: In order to comply with Section 120 of the Public Limited Companies Act B.E. 2535 as amended and Article 50 of the Articles of Association of the Bank, which stipulate that the annual ordinary meeting of shareholders each year shall appoint an auditor and determine the audit fee to be paid by the Bank and that the former auditor may be re-appointed.

Board's recommendation: That the shareholders' meeting appoint Ms. Nisakorn Songmanee, certified public accountant registration no. 5035, and/or Mr. Chavala Tienpasertkij, certified public accountant registration no. 4301, and/or Mr. Kasiti Ketsuriyonk, certified public accountant registration no. 8833, all of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as auditors of the Bank for the year 2023 with the remuneration in the amount of Baht 21,420,000 as considered and approved by the Audit Committee.

(Details are in Reference Document No. 4)

1. To approve the amendment of the Bank's Articles of Association

Objective and reason: In order to comply with the Public Limited Companies Act (No. 4) B.E. 2565 which amended the Public Limited Companies Act B.E. 2535.

Board's Recommendation: That the shareholders' meeting approve the amendment of Articles 23, 24, 30, 32, 38 and 43 of the Bank's Articles of Association and the addition of the new

Article 57.

(Details are in Reference Document No. 5)

(8) Other Business

The record date for determining the shareholders who have the right to attend and vote at the 30th Annual Ordinary Meeting of Shareholders shall be March 9, 2023.

We invite all shareholders to attend the meeting at the place, date and time as mentioned above. To facilitate the registration process, the shareholders and/or proxy holders are requested to complete and sign the Notification of Meeting and/or proxy form as enclosed, which have been pre-printed with the name of the shareholder and a barcode for your convenience, and present the same together with the identification documents required to the Bank's officer on the meeting day to register for the meeting. (Details as per Attachment No. 3 and Reference Document No. 6)

In addition, we would like to inform you of the objectives and details relating to the collection, use and disclosure of personal data with details appearing in the Privacy Notice which you may further review at https://bangkokbank.co.th-TH/Privacy-Noticeor by scanning the QR code provided.

Notice of the 30th Annual Ordinary Meeting of Shareholders, April 12, 2023

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You may send any question relating to the agenda of this meeting to the Corporate Secretary in advance by sending an email to [e-mail] by mailing to Bangkok Bank Public Company Limited, 25th floor, 333 Silom Road, Silom Sub-District, Bang Rak District, Bangkok 10500, or fax to 0-2231-4890. Please also provide the contact information of the shareholder together with such question(s).

Yours faithfully,

Bangkok Bank Public Company Limited

(Kobsak Pootrakool)

Director and Senior Executive Vice President, and Corporate Secretary

Remark: If any shareholder wishes to receive the Annual Registration Statement / Annual Report for the year 2022 (Form 56-1 One Report) in publication form, please contact 0-2230-1477-8,0-2230-1784.

Notice of the 30th Annual Ordinary Meeting of Shareholders, April 12, 2023

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Reference Document No. 1

Details of Agenda No. 3

Appropriation of profit and payment of dividend for the year 2022

According to the Bank's Dividend Payment Policy, the Bank will consider making dividend payment to shareholders when the operation of the Bank is profitable, taking into consideration the long-termreturn to shareholders in conjunction with the adequacy of the capital that is required for the business of the Bank. The remaining profit after the payment of dividend may be allocated to various reserves as appropriate.

The payment of dividend is subject to the approval of the meeting of shareholders. However, the Board of Directors may, from time to time, consider making an interim dividend payment to shareholders when the profit of the Bank is deemed to justify making such payment. Such interim dividend payment shall be reported at the following meeting of shareholders.

The payment of dividend shall be in accordance with the regulations of the relevant authorities and with the Articles of Association of the Bank, Article 43 which stipulates that dividend shall be paid only from profits and Article 45 which stipulates that the Bank shall allocate a portion not less than ten percent of the annual net profit deducted by the accumulated losses brought forward (if any) as legal reserve until such legal reserve is not less than twenty five percent of the registered capital.

In 2022, the net profit from operations of the Bank amounted to Baht 26,390,071,389.07. The Board of Directors appropriated a part of the profit in the first half ending June 2022. The Board of Directors has now passed a resolution to submit to the shareholders' meeting for consideration of the appropriation of profit and the payment of the dividend for the year 2022, details of which are as follows:

		Year 2022		Year 2021
Net profit for the year	Baht	26,390,071,389.07	Baht	22,650,463,588.83
Appropriation
Legal reserve	Baht	1,000,000,000.00	Baht	1,000,000,000.00
Other reserve	Baht	5,000,000,000.00	Baht	5,000,000,000.00
Dividend on ordinary shares at Baht 4.50 per share	Baht	8,589,793,023.00
Interim dividend at Baht 1.50 per share	Baht	2,863,264,341.00
Final dividend at Baht 3.00 per share	Baht	5,726,528,682.00
Dividend on ordinary shares at Baht 3.50 per share			Baht	6,680,950,129.00
Interim dividend at Baht 1.00 per share			Baht	1,908,842,894.00
Final dividend at Baht 2.50 per share			Baht	4,772,107,235.00
Dividend payout as percentage of net profit		32.54		29.49

Notice of the 30th Annual Ordinary Meeting of Shareholders, April 12, 2023

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