Chapter 1 General Provisions
Article 1. In these Articles of Association,
“Company” means TMB Bank Public Company Limited.
“Law” means the Public Limited Companies Act, the Financial Institution Business Act, the Securities and Exchange Act, and any other legislations related to the operations of the Company.
“Registrar” means the Registrar under the Public Limited Companies Act.
“Share Registrar” means a person who acts as a share registrar under the Securities and Exchange Act.
Article 2.Unless otherwise specifically provided in these Articles, the relevant provisions of the law shall apply.
Chapter 2 Shares and Shareholders
Article 3. The Company’s shares shall be ordinary shares each with equal par value and fully paid-up. The liability of shareholders shall be limited to an amount not exceeding the amount payable for the shares. The Company may issue preferred shares, debentures, convertible preferred shares, or convertible debentures, and any other securities as permitted by the law.
In making payment for shares, a subscriber or purchaser may not set-off any debt with the Company. Each share of the Company shall be paid in money or in kind other than money in one lump sum, except in the case of debt restructuring through the issuance of new shares as permitted by the law.
Article 4. Share certificates of the Company shall be named certificates bearing the signature of at least one director, hand-written or printed by the director or by the Share Registrar as may be assigned by the director to do so on his behalf.
The Company may assign a director, an officer or any person or the Stock Exchange of Thailand to act as the Share Registrar as the Board of Directors may deem proper.
Article 5. If two or more persons subscribe for or hold one single or several shares jointly, these persons shall be jointly liable for the share payment and for the excess of the par value of such shares, and shall appoint only one of them as the person to exercise the right as share subscriber or shareholder, as the case may be, and in this case a written evidence of such appointment shall be submitted to the Company or to the Share Registrar.
In case there is no evidence of such appointment, it shall be presumed that the person who is named first in the subscriber’s certificate or share certificate shall be the one so appointed and shall solely exercise the said right until a notice of appointment is submitted to the Company.
Article 6. In case any share certificate is lost, destroyed, defaced or damaged essentially, the shareholder may request the Company to issue a new share certificate as a substitute therefor and the Company shall issue the same to the shareholder within the period prescribed by the law. Once a new share certificate is issued, the old one is regarded as being cancelled.
In case any share certificate is lost or destroyed, the shareholder shall produce evidence of a police report or any other reasonable evidence to the Company. In case the share certificate is defaced or damaged, the shareholder shall return such defaced or damaged share certificate to the Company.
Article 7. The Company may charge a fee for the issuance of a new share certificate to replace the lost, destroyed, defaced or damaged one or for making a copy of the register of shareholders, at the rate fixed by the Company which shall not exceed the highest rate prescribed by the law.
Article 8. The Company shall not own or take pledge of its own shares, except for the following cases:
(1) The Company may buy back its own shares from shareholders who vote against the resolution of the shareholders’ meeting for the amendment of regulations regarding the voting rights and dividend rights upon their views that they are not treated on equitable basis.
(2) The Company may buy back its own shares for financial management in case it has retained earnings as well as excess liquidity, and such buyback of shares will not cause the Company in financial difficulties. The share buyback must be endorsed by the shareholders’ meeting, except in case the Company buys back its shares of not exceeding 10% of its paid-up capital, the Company’s Board of Directors shall have the authority to approve such buyback.
The treasury stock which the Company is holding shall not constitute a part of a quorum in the shareholders’ meeting and shall neither have the voting rights nor dividend rights.
The Company’s share buyback, the sale of treasury stock, and the write-off of treasury stock shall comply with the regulations and methodologies directed by the existing laws.
Chapter 3 Transfer of Shares
Article 9. The shares of the Company can be transferred without any restriction, except
(1) that the transfer will make the Company lose its rights and benefits prescribed by the law, or
(2) that the transfer will result in a person, who is of non-Thai nationality, holding shares of the Company in excess of 49% of its total issued shares, except in cases as described in (3). Nevertheless, this condition shall not affect the rights of a person of non-Thai nationality whose holding of the Company’s shares has existed prior to the registration of the amendment to this Article.
(3) The person of non-Thai nationality may possibly acquire the ordinary shares and/or preferred shares with a combined holding in excess of 49% of the total issued shares if otherwise stipulated by the law, regulations, rules or orders issued by the Ministry of Finance and/or other agencies concerned.
Article 10. Share transfer shall be regarded as valid upon the transferor’s endorsement of the share certificate by stating the name of the transferee, affixing signatures of both the transferor and the transferee and delivering the share certificate to the transferee. The said transfer of shares may be claimed against the Company upon the Company having received an application for registration of the share transfer, but it may be claimed against an outsider only after the Company has registered the share transfer in the share register. The Company shall register the share transfer within the period prescribed by the law, and if the Company considers such transfer to be incorrect or invalid, the Company shall inform the applicant within the period prescribed by the law.
In case the shares of the Company have become listed securities on the Stock Exchange of Thailand, the transfer or issue of share certificates shall be effected in accordance with the Securities and Exchange Act.
Article 11. In case a share transferee wishes to acquire a new share certificate in his name, he shall send a written request to the Company bearing the signatures of the share transferee and of one witness in certification thereof and at the same time return the old share certificate or other evidence to the Company. After verification, the Company shall effect the registration of the share transfer and issue a new share certificate within the period prescribed by the law.
Article 12. In case a shareholder dies or is adjudged bankrupt, when a person who is entitled to the shares produces complete lawful evidence to the Company, the Company shall effect the registration of such person as a shareholder and issue a new share certificate thereto within the period prescribed by the law.
Article 13. During the period of twenty-one days prior to the date of each general meeting of shareholders, the Company may suspend the registration of share transfer by notifying the shareholders at the head office and every branch office not less than fourteen days before the date the Company commences to suspend the registration of share transfer.
Chapter 4 Directors
Article 14. There shall be a Board of Directors to run the Company consisting of at least nine but not more than twenty-two directors as periodically determined by the meeting of shareholders provided that not less than half of the total number of directors shall have residence in the Kingdom of Thailand.
Article 15. Directors shall be natural persons and:
(1) have come of age,
(2) shall not be declared bankrupt, incapacitated or disabled,
(3) have not been sentenced to imprisonment by a final judgment relating to offences against properties, and
(4) have not been dismissed or removed from civil service or organizations or government agencies on charge of corruption.
Article 16. Election of directors shall be effected in accordance with the following rules and procedures:
(1) Each shareholder shall have one vote for each share held.
(2) Each shareholder shall cast all the votes he has in accordance with (1) to elect one or several directors as deemed proper by the meeting but each shareholder may not divide his votes into portions and give them to various candidates.
(3) The candidates who receive the highest number of votes in their respective order of votes shall be elected as directors in the number equal to the number of the directors of the Company or the number of the directors to be elected at such meeting. In the event of a tie of votes which causes the number of candidates to be elected to exceed the number of directors of the Company or the number of the directors to be elected at such meeting, the chairman of the meeting shall have a casting vote.
Article 17. At every annual ordinary general meeting of shareholders, one-third of the total number of the directors of the Company shall retire. If the number of directors cannot be equally divided into three parts, the number of directors closest to one-third shall retire.
The directors to retire from their office in the first and second years following the registration of the Company shall, unless otherwise agreed, be determined by drawing lots. In any subsequent years, the directors who have been in office the longest shall retire.
Retired directors may be re-elected.
Article 18. Apart from retirement by rotation, a director shall vacate his office upon:
(3) lack of qualifications or having prohibited characteristics under the law;
(4) removal by a resolution of the general meeting of shareholders by a vote of not less than three-fourths of the number of shareholders attending the meeting and having the voting rights, provided that the total number of shares held by the shareholders who adopt the said resolution must not be less than half of the number of shares held by all shareholders attending the meeting and having the voting rights; or
(5) removal by a court order.
Article 19. Any director wishing to resign from his office shall submit his resignation letter to the Company. Such resignation shall be effective on the date the resignation letter reaches the Company.
Article 20. In case any vacancy occurs in the Board of Directors for reasons other than retirement by rotation, the Board of Directors shall elect a person who has the qualifications and who does not have any prohibited characteristics under the law as a replacement at the following meeting of the Board of Directors, unless the remaining duration of the director’s term of office is less than two months. The replacing director shall hold office only for the remaining term of office of the director whom he has replaced.
The resolution of the Board of Directors under the first paragraph shall be supported by a vote of not less than three-fourths of the number of the remaining directors.
Article 21. In case there are many vacancies in the Board of Directors to the extent that the number of the remaining directors is less than the number required to constitute a quorum, the remaining directors may act in the name of the Board only in the matters pertaining to the arrangement for a shareholders’ meeting to elect directors to fill the vacancies. Such a shareholders’ meeting shall be held within one month from the date when the number of directors is reduced to less than the number required to constitute a quorum.
The replacing directors shall hold office only for the remaining terms of office of the directors whom they have replaced.
Article 22. The directors shall be entitled to receipt of remuneration from the Company in the forms of meeting allowances, gratuity, rewards, per diem and welfare allowances or benefits in any other manner as determined by the general meeting of shareholders.
The provisions of the foregoing paragraph shall not affect the rights of any officers or employees of the Company who are elected as directors to receipt of remuneration and benefits in the capacity of officers and employees of the Company.
Chapter 5 Board of Directors
Article 23. The Board of Directors shall have the following powers and duties:
(1) To carry out activities in accordance with the law, the objectives of the Company, the Articles of Association and the resolutions of the general meeting of shareholders.
(2) To fix interim dividend for shareholders.
(3) To fix rewards or any other remuneration for officers or employees of the Company or any other persons working for the Company, whether permanent or non-permanent, except as provided in Article 22.
(4) To appoint and remove officers of the Company.
In carrying out activities, the Board of Directors may assign any one or several directors or any persons to perform any tasks on behalf of the Board of Directors.
Article 24. The Board of Directors shall elect one director to be chairman of the Board.
In case the Board of Directors considers it appropriate, the Board may elect one or several directors as vice-chairman who shall have the duties according to the Articles of Association to perform any tasks assigned by the chairman of the Board.
Article 25. The Board of Directors shall hold a meeting once a month but, if it is not possible, at least once every three months.
At a meeting of the Board of Directors, the number of directors attending the meeting shall not be less than one-half of the total number of directors in order to constitute a quorum. In the event that the chairman is absent or is unable to perform his duties, if a vice-chairman is present, he shall preside over the meeting and, if there is no vice-
chairman or if the vice-chairman is not able to perform his duties, the directors present at the meeting shall elect one among them to be the chairman of the meeting.
Decisions of the meeting shall be made by a majority vote.
Each director shall have one vote, but the director who has interests in any matter shall not be entitled to vote on such matter. In case of a tie of votes, the chairman of the meeting shall have a casting vote.
The meeting of the Board of Directors may be held through electronic channel. In addition, the meeting of the Board of Directors through electronic channel shall be in compliance with the relevant applicable laws, regulations, announcement, provisions or rules whether existing at this time or in the future.
Article 26. The chairman shall be the person to call a meeting of the Board. In calling a meeting, the chairman or the person assigned by him shall send notices calling a meeting to directors at least seven days prior to the date of the meeting. However, in case of necessity and urgency for the purpose of safeguarding the rights or interests of the Company, a meeting may be called by other means and the date of the meeting may be fixed sooner.
If two or more directors request a meeting of the Board of Directors, the chairman shall fix the date for the meeting within fourteen days from the date of the receipt of that request.
Article 27. The Board of Directors has the power to appoint any person as a member of any board committee(s) to carry out the activities of the Company as assigned by the Board of Directors.
Article 28. If considered appropriate, the Board of Directors may invite any person to be its adviser in the conduct of the Company’s business.
Article 29. Except as provided in Article 4, either the chairperson or chief executive officer who also acts as a director, or at least two other directors, shall have the power to sign and affix the Company’s seal on documents or instruments on behalf of the Company.
The Board of Directors has the power to choose and change the directors authorized to sign and affix the Company’s seal on behalf of the Company.
Chapter 6 General Meeting of Shareholders
Article 30. The Board of Directors shall arrange for an annual ordinary general meeting of shareholders within four months from the last day of the fiscal year of the Company.
Meetings other than that mentioned above shall be called extraordinary general meetings. The Board of Directors may call an extraordinary meeting whenever deemed appropriate.
Article 31. The annual ordinary general meeting of shareholders shall consider the following matters:
(1) Acknowledgement of the the Board of Directors’ report on the Company’s performance in the foregoing year.
(2) Consideration and approval of the balance sheet and the statement of income.
(3) Consideration and approval of profit appropriation.
(4) Election of directors.
(5) Appointment of the auditor and fixing of remuneration.
(6) Other matters (if any)
Article 32. One or more shareholders holding shares aggregately not less than ten percent of the total number of shares sold may, by subscribing their names, request the board of directors in writing to call an extraordinary meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. In this regard, the board of directors shall arrange to call a meeting of shareholders to be held within forty-five days as from the date the request in writing from the shareholders is received.
In case the board of directors fails to arrange for the meeting within such period under paragraph one, the shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within forty-five days as from the date of expiration of the period under paragraph one. In such case, the meeting is deemed to be shareholders’ meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of arranging such meeting and the Company shall reasonably provide facilitation.
In the case where, at the meeting called by the shareholders under paragraph two, the number of the shareholders presented does not constitute quorum as prescribed by law, the shareholders under paragraph two shall jointly compensate the Company for the expenses incurred in arrangements for holding such meeting.
Article 33. In calling a general meeting of shareholders, the Board of Directors shall send notices for the meeting specifying the place, date, time, agenda of the meeting, as well as the subject matters to be submitted to the meeting together with reasonable details, and also stating clearly any one of which will be for information, for approval or for consideration, as the case may be, including the opinions of the Board on such matters, to the shareholders and the Registrar for their attention at least seven days before the date of the meeting. Furthermore, publication of the notices calling the meeting shall be made in a newspaper for a period of three consecutive days and at least three days before the date of the meeting.
Article 34. Shareholders have the right to attend and vote at the meeting of shareholders. They may assign proxies who have come of age to attend the meeting and vote on their behalf. The appointment of a proxy has to be made in writing in the form specified by the registrar bearing the signatures of the assignor and the assignee. The instrument of the appointment has to be submitted to the chairman of the Board of Directors or the person designated by the chairman, at the place of the meeting, before the proxy’s attendance of the meeting.
Article 35. At a general meeting of shareholders, in order to constitute a quorum, there shall be shareholders and proxies (if any) present at the meeting in a number of at least twenty-five persons and representing altogether not less than one-third of the total number of shares sold.
In the event that after the lapse of one hour from the time fixed for any general meeting of shareholders, the number of shareholders present is still not enough to form a quorum as specified in paragraph 1 and if such general meeting of shareholders has been requested by the shareholders, such meeting shall be cancelled. If the meeting of shareholders has not been called at the shareholders’ request, the meeting shall be called again. In the latter case, notices calling the meeting shall be sent to the shareholders at least seven days before the meeting. At the second meeting, a quorum is not needed.
Article 36. The chairman of the Board of Directors shall be the chairman of the general meeting of shareholders. If the chairman is absent or is unable to perform his duties, and if a vice-chairman is present, he shall perform as chairman. If there is no vice-chairman or if there is one but he is unable to perform his duties, the shareholders shall elect one among them to be chairman of that general meeting.
Article 37. The chairman of the general meeting of shareholders has the duty to conduct the meeting in compliance with the law and Articles of Association regarding the meeting and in the order of the agenda stated in the notices calling a meeting, unless the meeting passes a resolution changing the order of priority in the agenda with a vote of not less than two-thirds of the number of the shareholders attending the meeting.
Article 38. Unless otherwise stipulated by the Articles of Association or by the law, the decision made or the resolution passed at the general meeting of shareholders shall be by the majority vote of the shareholders who attend the meeting and have voting rights. For the purpose of voting, each share shall be counted one vote. In the event of a tie of votes, the chairman of the meeting shall have a casting vote.
If any shareholder has interests in any matter on which the meeting shall pass resolution, he shall not be entitled to vote on such matter, except to vote on election of directors.
In case any shareholder holds the Company’s shares more than the number prescribed by the law without having been allowed to do so under the law, he/she shall only be entitled to vote in the shareholders’ meeting according to the portion of shares that does not exceed the number prescribed by law.
Article 38 bis. Unless otherwise stipulated by the law, a resolution of the shareholders’ meeting concerning the following matters shall be passed by the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having voting rights:
(1) Sale or transfer of the whole or a substantial part of the Company’s business to other persons;
(2) Purchase or acceptance of the transfer of business from other public companies or private companies to the Company;
(3) Conclusion, amendment or termination of contracts relating to the lease of the whole or a substantial part of the business of the Company; assignment to any other persons to undertake the business of the Company; or consolidation of business with other persons with the objective of profit and loss sharing;
(4) Increase of registered capital through issuance of new shares;
(5) Decrease of registered capital through reduction of par value of each share or the number of shares, but to the extent not lower than that prescribed by the law;
(6) Borrowing through issuance of debentures to the public;
(7) Amalgamation of the Company with other public or private companies;
(8) Dissolution of the Company; and
(9) Amendment to the Memorandum of Association or the Articles of Association of the Company.
Chapter 7 Accounting, Financing and Auditing
Article 39. The fiscal year of the Company shall commence on the 1st day of January and terminate on the 31st day of December of each year.
Article 40. The Company shall arrange for the preparation and keeping of accounts as well as auditing thereof in accordance with applicable laws.
Article 41. The Company shall prepare and maintain accounts, including the auditing of accounts as required by the relevant laws. The Company shall prepare balance sheet and statement of income, at least once a year within 12-month period, which is the fiscal year of the Company.
The Board of Directors shall prepare balance sheet and statement of income as at the end of the fiscal period, for submission to, and approval by the annual general meeting of shareholders. The Board shall arrange to have such balance sheet and statement of income examined by the auditor prior to submission to the meeting of shareholders.
Article 42. The Board of Directors shall send the following documents to the shareholders, together with notices calling an annual ordinary general meeting:
(1) Copies of the balance sheet and the statement of income which have already been examined by the auditor, together with the report of the auditor.
(2) Annual report of the Board of Directors.
Article 43. The Company shall allocate to the reserve fund part of the annual net profit, an amount not less than five percent of the annual net profit, deducted by the accumulated losses brought forward (if any), until the reserve fund balance becomes not less than ten percent of the registered capital.
The Board of Directors may, from time to time, pay the shareholders interim dividend or allocate the profit to the legal reserve or other kinds of reserve or the Company’s capital fund if the profit is justifiably large for such actions. After taking any or all such actions, the Board is required to report to the shareholders at the next general meeting.
The Company may transfer share premium or legal reserve or any other reserves in the accounts to offset the Company’s accumulated losses, provided that such transfers are to be done as stipulated by the law after receiving approval from a general meeting of shareholders.
The payment of dividend shall be made within the period prescribed by the law as from the day the resolution thereon is passed by the general meeting of shareholders or the Board of Directors meeting, as the case may be. A written notice of the dividend payment is to be sent to the shareholders and advertised in newspaper.
Article 43 bis. Dividend shall not be paid other than out of profits. If the Company still has accumulated losses, no dividend shall be paid. Unless otherwise specified by the Articles of Association regarding preferred shares, dividend shall be paid according to the number of shares, each entitled to an equal amount of dividend. Dividend payment shall be subject to approval by the general meeting of shareholders.
Article 44. In case any shareholder holds shares in a greater amount than that prescribed by the law without having been allowed to do so under the law, the Company shall not pay dividend or any other form of money to such shareholder on account of the portion of shares in excess of the rate prescribed by the law.
Article 45. In case the number of shares sold by the Company has not reached the number registered or in case the Company has registered an increase of its capital, the Company may pay dividend, in whole or in part, by issuing new ordinary shares to the shareholders subject to the approval of the general meeting of shareholders.
Article 46. The auditor shall not be a director, staff member, employee or officer holding any position in the Company.
Article 47. The auditor has the power to examine the accounts, documents and any other evidences relating to the revenues and expenditures as well as the assets and liabilities of the Company during its office hours. In this case, he shall have the power to interrogate the directors, staff members, employees, officers of any positions and the representatives of the Company, as well as to have them provide factual statements or documents or evidence relating to the Company’s business operation.
Article 48. The auditor has the right to give explanations in writing to the general meeting of shareholders and has the duty to attend the general meeting of shareholders whenever it is held to consider the balance sheet, the statement of income and the problems relating to the accounts of the Company in order to give explanations to the shareholders about the examination of the accounts. The Company shall also send to the auditor the reports and documents sent to the shareholders for such general meeting of shareholders.
Article 49. The Company shall send to the Registrar the annual report together with copies of the balance sheet and the statement of income duly examined by the auditor and approved by the meeting of shareholders, as well as a copy of the minutes of the meeting specifically on the part concerning the approval of the balance sheet, the profit appropriation and the distribution of dividend, duly certified by the person authorized to sign on behalf of the Company. As regards the balance sheet, the Company shall, within one month from the date of the approval by the shareholders’ meeting, have it published in newspaper for at least one day for public information.
Chapter 8 Final Provisions
Article 50. All the existing orders, rules and regulations or approvals that the general meetings of shareholders of TMB Bank Public Company Limited have prescribed or given to the Board of Directors before the enforcement date of these Articles of Association shall, to the extent that they do not contradict or are not in conflict with these Article of Association, remain valid until there shall be any modification or change thereof.
Article 51. The Company’s seals are as shown below:
The First Seal
The Second Seal
Article 52. The Company may amend or alter its Memorandum and Articles of Association only if a resolution to this effect is passed by a vote of not less than three-fourths of the total number of the votes of shareholders attending the general meeting and having voting rights.
Article 53. In case the Company or its subsidiaries agrees to enter into a connected transaction or a transaction relating to the acquisition or disposition of material assets of the Company or its subsidiaries, the Company shall comply with the relevant rules and procedures as stipulated in the respective notifications.