Memorandum of Association

bank regulation

Article 1. The name of the Company in Thai is “ธนาคารทหารไทย จำกัด (มหาชน)” and in English is “TMB Bank Public Company Limited.”

Article 2. The Company intends to offer its shares for sale to the public.

Article 3. The Company has the following eight objectives:

(1)To carry out commercial banking business as well as businesses related or incidental to banking, or any businesses in which the Company is permitted to engage under the Commercial Banking Act, whether in Thailand or abroad, namely :

a. To accept deposits of money in the categories of current account, fixed account, savings account, and other types of deposits, or to accept deposits of money by issuing any certificates of deposits or other instruments of deposits or rights, with or without interest bearing.

b. To lend money, provide overdraft or other credit facilities in any other manner, or to make payment in order to gain benefits from interests, discounts, fees or any other interests, with or without guarantee, or to engage in credit card business in Thailand or abroad as well as to accept pledged or mortgaged property as security and transfers of legal rights.

c. To purchase, sell, exchange, purchase or sell at discount, or underwrite by any means the sale of foreign currencies, silver, gold, gold bars, bonds, treasury bills, loan policies, bills, letters of credit, warrants, financial instruments, debt instruments, instruments or evidence representing rights or any other instruments, shares, debentures, unit trusts and all other types of securities issued by the Company or other persons or juristic persons, made, purchased or acquired by any means.

d. To guarantee indebtedness, liability or performance under agreements of other persons, and to give aval, to accept bills as well as to issue or confirm payment obligations under letters of credit or other commercial documents.

e. To make monetary investments in order to gain benefits by depositing, booking, buying or any other means in order to acquire bonds, treasury bills, bills, financial instruments, debt instruments, or any instruments or evidence representing rights or any other instruments, shares, debentures, unit trusts as well as all other types of securities.

f. To borrow money in accordance with commercial banking practices for the benefit of the Company’s business operations and to engage in the business of Bangkok International Banking Facility.

g. To act as administrator of estates, to accept deposits or to be custodian of, or manage, all kinds of properties and interest by any means whatsoever; or to provide services for management of all kinds of businesses to persons, groups of persons, funds, organizations, entities, both private and governmental in Thailand and abroad.

h. To act as consultant and give advice; to provide information service; to analyze and work out projects as well as project feasibility in financial and investment aspects; to act as adviser for business acquisition, consolidation or merger, and for obtaining listing approvals for companies and securities on the Stock Exchange of Thailand or in other securities exchanges; including to carry out or provide any services related to financial or investment businesses.

i. To act as shareholder representative or mutual fund supervisor or agent for the sale of unit trusts.

j. To act as securities registrar, agent, broker, commission agent or others in the purchase and sale of shares, debentures or other securities, or in the financial, investment or trading businesses, or in any other transactions related to the aforesaid businesses, as well as to act as securities custodian, receiver or deliverer of securities, receiver or payer of the prices of securities, receiver of dividends and deliverer of benefits derived from such securities.

k. To carry out any other businesses as may be done by a commercial bank in accordance with commercial banking practices, or as may be allowed or empowered or required to be done by a commercial bank pursuant to the Commercial Banking Act, Public Limited Companies Act or any other legislations.

l. To carry out business as broker in both non-life and life insurance.

(2) To purchase, procure, exchange, receive, rent, hire purchase, take ownership, possess, rebuild, repair, improve, modify, use or manage in any other manner land, buildings or any properties, as well as the yields generated therefrom, and necessary components or accessories thereof, for the benefits of the Company or for the welfare of the military or their families or for the welfare of the employees of the Company.
(3) For acquiring any properties or rights, to make cash payment or issue shares, with or without dividend, or with preferred or deferred rights to capital repayment, or with any other conditions; or to pay partly in cash and partly by issuing shares.
(4) To sell, exchange, transfer, let or dispose in any other manner of movable and immovable properties of the Company, in whole or in part; and to pledge, mortgage, or create encumbrance on properties in order to secure indebtedness or for the purpose of the Company’s business.
(5) To sell shares, debentures, unit trusts, warrants to buy securities, bills, securities or any other instruments which are issued by the Company for sale to the public in accordance with the Securities and Exchange Act or any other legislations.
(6) To take up shares in limited companies or public limited companies or to participate in limited partnerships as partner with limited liability, or to jointly engage in any other business as specified in the Memorandum of Association with persons, groups of persons, organizations, funds or other entities, both private and governmental in Thailand and abroad.
(7) To give financial assistance to persons, groups of persons, organizations, funds, associations, foundations or any institutions as deemed appropriate.
(8) To set up branch offices or to appoint agents for carrying out businesses within the scope of the Company’s objectives in Thailand and abroad, and to act as agent of any other commercial banks for undertaking commercial banking business.

 

Article 4.

Registered capital Baht 41,903,301,555.05
(Forty one billion nine hundred three million three hundred one thousand five hundred fifty five Baht and five satang)

divided into 44,108,738,479 shares
(Forty four billion one hundred eight million seven hundred thirty eight thousand four hundred and seventy nine shares)

at par value of Baht 0.95 per share
(Ninety five satang)

separated into

Ordinary shares of 44,108,738,479 shares
(Forty four billion one hundred eight million seven hundred thirty eight thousand four hundred and seventy nine shares)

Preferred shares of - shares
( - Shares)

Article 5.

The Head Office of the Company is in Bangkok Metropolis.