Criteria for the shareholder to propose annual general meeting agenda for the year 2017

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 2017 General Meeting of Shareholders schedule, an issue, deemed appropriate for inclusion in the agenda of the Annual General Meeting (AGM), 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 (equal to 1,196,630 shares) 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 2017 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, 2016.
   
   
   Corporate Secretary
   Office of Corporate Secretary, Corporate Secretariat Division
   KASIKORNBANK PCL, Fl.32
   1 Soi Rat Burana 27/1,
   Rat Burana Road,
   Bangkok 10140
   
   In case where several shareholders would jointly propose the agenda, each of them must fill out the “Proposed Agenda for 2017 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% of total share with voting right, 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 does not follow the procedures set forth by the Bank in the Criteria for the shareholder to propose issues for inclusion in the 2017 AGM agenda;
   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 independent directors before further submission to the Board of Directors for consideration, and the Bank will notify the consideration results in February 2017. Any matters, under approval by the Board, will be included in the AGM agenda as attached in the Notice for 2017 AGM.​
   

Criteria for Nomination of Qualified Candidates for Director Election in 2017​ AGM

Objective

Recognizing the importance of shareholders and corporate governance promotion, KASIKORNBANK facilitates shareholders in nominating, in advance of the 2017 Annual General Meeting schedule, a qualified candidate for the Bank’s director election in 2017 Annual General Meeting (AGM), under the criteria below.​​​​

Criteria

1. Qualification of shareholders who is 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 (equal to 1,196,630 shares) 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 2017 Annual General Meeting Form” , together with “Bio-data of Candidate for Director Election in 2017 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, 2016.
   
   
   Corporate Secretary
   Office of Corporate Secretary, Corporate Secretariat Division
   KASIKORNBANK PCL,Fl. 32
   1 Soi Rat Burana 27/1 , Rat Burana Road,
   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 2017​ 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 2017.

Qualifications of Candidate for Director Election in 2017 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
2. Director qualifications under the Public Limited Companies Act B.E. 2535
3. Director qualifications under the Securities and Exchange Act B.E. 2535
4. Director qualifications under Organic Act on Counter Corruption B.E. 2542
5. Director qualifications under the Derivatives Act B.E. 2546
6. Director qualifications under the Immigration Act B.E. 2522
7. ​Director qualifications under notifications of other regulatory agencies are:
    - Notification of the Bank of Thailand No. SorNorSor. 13/2554 Re : Criteria for Appointment of Directors, Managers, Persons with Managing Authority or Advisors of Financial Institutions, dated December 15, 2011 
    - Notification of the Bank of Thailand No. SorNorSor. 13/2552 Re :  Governance Guideline for Financial Institutions, dated July 9, 2009 
    - Notification of the Bank of Thailand No. SorNorSor. 6/2558 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 Bank of Thailand No. SorNorSor. 6/2553 Re: Consolidated Supervision Criteria, dated June 18, 2010
    - Notification of the Bank of Thailand No. SorNorSor. 61/2551 Re: Criteria for Sales, Granting or Lease of Assets to Directors and Other Persons, as specified under Section 48(4), or Acceptance of Purchase or Lease of Assets from Said Persons, dated August 3, 2008
   - Notification of the Securities and Exchange Commission No. KorChor. 11/2551 Re: Definition of Related Person under Notifications relating to Issuance and Offering of Securities, dated September 23, 2008
   - Notification of the Securities and Exchange Commission No. KorChor. 8/2553 Re : Determination of Untrustworthy Characteristics of Company Directors and Executives, dated April 23, 2010 
   - Notification of the Securities and Exchange Commission No. KorChor. 3/2559 Re : Determination of Untrustworthy Characteristics of Company Directors and Executives (No. 2), dated July 12, 2016
   - Notification of the Capital Market Supervisory Board No. ThorChor. 4/2552 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (No. 2), dated February 20, 2009 
   - Notification of the Capital Market Supervisory Board No. ThorThor/Nor/Khor. 7/2553 Re: Rules, Conditions and Procedures for Being Director or Executive of Other Securities Companies, dated February 1, 2010 
   - Notification of the Capital Market Supervisory Board No. ThorChor. 15/2554 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (No. 5), dated July 25, 2011
   - Notification of the Capital Market Supervisory Board No. ThorLorThor. 8/2557 Re: Criteria Governing Personnel in Capital Market Business, dated June 3, 2014
   - Notification of the National Anti-Corruption Commission, governing Government Official Positions Prohibited from Business, stipulated under Section 100 of Organic Act on Counter Corruption B.E. 2542 and B.E. 2544, dated February 15, 2001
   - Notification of Electronic Transactions Commission: Re: Criteria, Methods and Conditions Governing Electronic Payments Service Business B.E. 2559, dated April 11, 2016
   - Letter of the Office of the Securities and Exchange Commission No. KorLorThor/Khor.(Wor) 17/2554 Re: Appointment of Officials of Ministry of Finance as Directors in Derivatives Business, dated November 11, 2011
   - Letter of the Stock Exchange of Thailand No. BorChor. (Wor) 50/2549 Re: Limit of Directorship in Other Companies, dated September 29, 2006
8. Relevant requirements of the Bank are:
   - Articles of Association
   - Board of Directors Charter
   - Qualifications of Independent Director

Recognizing the importance of shareholders and promoting corporate governance, the Bank has established a procedure that facilitates shareholders in sending their questions to the Bank prior to the 2016 Annual General Meeting of Shareholders (AGM) No.104 schedule, as shareholders can submit their questions relating the agenda for AGM to the Bank via different channels, as 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
   Office of Corporate Secretary, Corporate Secretariat Division
   KASIKORNBANK PCL, Fl. 33
   1 Soi Rat Burana 27/1, Rat Burana Road,
   Bangkok 10140

   - Via Facsimile : +662-4702690
3. Period opened for submission of questions
   Shareholders shall submit the questions concerning the agenda for 2016 Annual General Meeting No. 104, from now until March 23, 2016.
4. Channels for answering the questions, submitted in advance for 2016 AGM
   The questions submitted in advance by shareholders shall meet scrutiny by independent directors before further submission to the Board of Directors for consideration, and the Bank will consider answering questions before or at the meeting date, and inform in the AGM for acknowledgment.