Before the start of the meeting, the Bank invited the participants to stand up and observe a one-minute silence to pay their respects to Her Majesty Queen Sirikit The Queen Mother.
Mr. Phornthep Phornprapha, Chairman of the Board of Directors, presided as Chairman of the Meeting("Chairman").
Mr. Kobsak Pootrakool, Director and Corporate Secretary ("Secretary"), reported that the 33rd Annual Ordinary Meeting of Shareholders ("Meeting") was attended by 418 shareholders who appeared in person, accounting for 9,456,957 shares, and 7,126 shareholders who were represented by proxies, accounting for 1,131,136,218 shares. Altogether there were 7,544 shareholders, both in person and proxy, accounting for 1,140,593,175 shares or 59.75 percent of the total 1,908,842,894 issued and paid-up shares, thus constituting a quorum pursuant to the Articles of Association of the Bank.
The Meeting was attended by directors and senior executives of the Bank and the auditors as follows:
1. Mr. Phornthep | Phornprapha | Chairman of the Board of Directors |
2. Mr. Siri | Jirapongphan | Independent Director, and Chairman of |
the Audit Committee | ||
3. Mr. Chatchawin | Charoen-Rajapark | Independent Director, and Chairman of the |
Nomination and Remuneration Committee | ||
4. Mr. Arun | Chirachavala | Chairman of the Risk Oversight Committee |
5. Mr. Chokechai | Niljianskul | Independent Director, Chairman of the |
Corporate Governance Committee, and | ||
Member of the Risk Oversight Committee | ||
6. Mr. Bundhit | Eua-arporn | Independent Director, Member of the Audit |
Committee, and Member of the Nomination | ||
and Remuneration Committee |
7. Ms. Parnsiree | Amatayakul | Independent Director, and Member of the |
Corporate Governance Committee | ||
8. Mr. Predee | Daochai | Independent Director, Member of the Audit |
Committee, and Member of the Nomination | ||
and Remuneration Committee | ||
9. Mr. Virapatna | Thakolsri | Independent Director |
10. Mr. Singh | Tangtatswas | Chairman of the Board of Executive |
Directors, and Member of the Corporate | ||
11. Mr. Amorn | Chandarasomboon | Governance Committee Member of the Board of Executive |
Directors, and Member of the Risk | ||
Oversight Committee | ||
12. Mr. Pichet | Durongkaveroj | Member of the Board of Executive Directors |
13. Mr. Charamporn | Jotikasthira | Member of the Board of Executive Directors |
14. Mr. Chartsiri | Sophonpanich | President, and Member of the Board of |
Executive Directors | ||
15. Mr. Chansak | Fuangfu | Director and Senior Executive Vice President, and Member of the Board of |
Executive Directors | ||
16. Mr. Boonsong | Bunyasaranand | Director and Senior Executive Vice |
President | ||
17. Mr. Chong | Toh | Director and Senior Executive Vice |
President | ||
18. Ms. Niramarn | Laisathit | Director and Senior Executive Vice |
President, and Member of the Board of Executive Directors | ||
19. Mr. Kobsak | Pootrakool | Director and Senior Executive Vice |
President, Member of the Board of | ||
Executive Directors, and Member of the | ||
Corporate Governance Committee |
Director who was absent from the Meeting
1. Mr. Deja Tulananda Vice Chairman of the Board of Directors
Note: 19 of 20 directors attended the Meeting, accounting for 95 percent of the total number of the directors of the Bank.
Senior executives who attended the Meeting:
1. Ms. Suteera | Sripaibulya | Senior Executive Vice President |
2. Ms. Rushda | Theeratharathorn | Senior Executive Vice President |
3. Mr. Siridej | Aungudomsin | Senior Executive Vice President |
4. Mr. Chaiyarit | Anuchitworawong | Senior Executive Vice President, |
in charge of General Management and | ||
Human Resources Division | ||
5. Mr. Kukkong | Ruckphaopunt | Senior Executive Vice President, |
6. Mr. Thawat | Treewannakul | Manager, Technology Division Senior Executive Vice President, |
in charge of Credit Management | ||
7. Mr. Suwatchai | Songwanich | Senior Executive Vice President, |
in charge of Commercial Banking and | ||
Business Banking | ||
8. Mrs. Oranuch | Nampoolsuksan | Executive Vice President, Manager, |
Accounting and Finance Division, and | ||
Chief Financial Officer (CFO) |
The auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. who attended the Meeting were:
Mrs. Nisakorn Songmanee
Mrs. Darunee Chantra
Ms. Pattima Jarukitisakul
Mr. Sitthiphong Charoenkhunawuth
Ms. Nutchanart Promruang
Prior to the consideration of the agenda, the Meeting was informed of the procedures regarding voting, counting of votes and reporting of the voting result on each agenda item as follows.
For the purpose of voting, each share shall be counted as one vote. If any shareholder has interests in any matter on which the Meeting shall pass a resolution, such a shareholder shall not have the right to vote on such matter, except to vote on the election of directors. Each shareholder has votes equal to the number of shares held, and must allocate all their shares to one vote on each decision: to agree, disagree, or abstain. Shareholders cannot divide the number of shares to vote, except for the proxies from custodians in Thailand,
who are the custodians of foreign shareholders, as they can divide their votes as entrusted by each foreign shareholder.
In voting on each agenda item, the Chairman shall inquire whether any shareholder wishes to cast a dissenting vote or to abstain from voting. In the event a shareholder wishes to cast a dissenting vote or to abstain from voting, such a shareholder is requested to identify himself/herself, to indicate his/her vote on the ballot containing a barcode received during registration, and then sign the ballot. The Bank's officers will collect such ballots for the counting of votes.
In the event that more than one box is marked in the ballot except in the case of proxies from custodians in Thailand, or if the mark on the ballot is not clear, the ballot is crossed out, or there is no signature on the ballot, such ballot shall be considered a voided ballot and will not be counted.
In counting the votes, dissenting votes and abstentions indicated on the proxy forms and ballots will be counted, the total of such votes will be subtracted from the votes of the total number of shares of those shareholders attending the Meeting, and the remaining number of votes will be considered as voting for the approval of the said agenda item.
In counting the votes for agenda item of this Annual Ordinary Meeting of Shareholders, the Bank will use the majority vote of the shareholders who attended the Meeting and cast their votes without counting the votes of the abstaining shareholders.
For the shareholders who cast votes in advance and the shareholders who have appointed the Bank's
directors to attend and vote on their behalf, their votes will be counted in accordance with their intentions.
It is noted the number of votes for each agenda item may not be equal, as there may be more shareholders or proxies attending the meeting or exiting early.
Results of the counting of votes will be reported to the Meeting after the vote counting process has been completed, where the results shall detail the approval, disapproval, abstention and invalid ballots. Results of the agenda of the election of directors shall be reported individually.
If any shareholder or proxy wishes to ask questions or make comments, he/she is requested to write the questions or comments with his/her name and surname clearly written on the paper provided by the Bank and to pass it to the Bank's officer who will gather it and hand it to the Secretary to read during the relevant agenda items. The Bank reserves the right not to answer questions from shareholders or proxies whose names and/or surnames are incomplete. Questions in English will be translated into Thai and answered in Thai.
Shareholders who wish to leave the Meeting are requested to return ballots to the Bank's officers
outside the meeting room for further verification of the votes.
Thereafter, three witnesses were appointed at each counting point on the 29th Floor and 30th Floor, namely one person from Deloitte Touche Tohmatsu Jaiyos Co., Ltd, and two persons selected from those shareholders in the meeting room who expressed their wish to be witnesses. The panel of three witnesses at each counting point comprised: (1) for the counting point on the 30th Floor: Mr. Sitthiphong Charoenkhunawuth, an auditor, Mrs. Nuchalee Yuchayuntee and Miss Poonsri Sakhornrad, representatives of shareholders; and (2) for the counting point on the 29th Floor: Miss Nutchanart Promruang, an auditor, and Miss Pornpen Thamaruttanawong and Miss Suthima Vachranukulkieti, representatives of shareholders.
The Secretary informed the Meeting that the Bank had provided shareholders with an opportunity to propose items to be included in the agenda of the Meeting, to nominate candidates for election as directors, and to submit questions in advance about any agenda item prior to the Meeting. It was noted that no shareholders proposed any matters to be included in the agenda or nominated any candidates or submitted any questions. Agenda No.1Acknowledgement of the report on the results of operations for the year 2025
The Chairman assigned the Chairman of the Executive Directors (Mr. Singh Tangtatswas) to present details on this agenda. Mr. Singh Tangtatswas requested the Meeting to acknowledge the report of the results of the Bank's operations for the year 2025, and the major developments during the year. Details of the results of operations for the year 2025 appeared on the 56-1 One Report and the 56-1 One Report 2025 Summary of Financial Information which were sent to shareholders together with the meeting invitation letter. His presentation was summarized as follows.The Bank is guided by its commitment to sustainability and is philosophy of being a trusted partner and reliable close friend. This emphasizes the value it places on partnerships and being a responsible financial services provider that has a positive impact on the communities and environments in which it operates in alignment with its five key priorities.
Quality Growth
The Bank focuses on connecting ASEAN through regionalization, transition finance and responsible lending, while staying close to its customers to maintain quality assets and deliver sustainable growth.
Platform Partner
It continually enhances platforms and form strategic partnerships so it can deliver highly relevant and secure products and services to customers.
Wealth and Wellbeing
It develops best-in-class products and services and cultivates its people to support its customers to achieve their wealth and financial security goals.
Intelligent Organization
It harnesses the power of data-driven insights, innovation and technologies such as AI and a centralized data repository, while ensuring data governance and robust security, to better serve customers and stakeholders.
Foundation Strengthening
It fosters talent, skills development, technological know-how and new ways of working, while enhancing technology and risk management systems to strengthen its foundations for future growth.
Some highlights regarding the Bank's major developments during 2025 included:
Enhanced the Cash Management platform with new capabilities that deliver greater convenience, efficiency and control for its customers.
Introduced the Great Green Transition project to support businesses in Thailand as they shift to a low-carbon economy and sustainable practices.
Launched Bangkok Bank Travel Card which supports seamless spending and currency exchange in Thai baht, allows customers to easily purchase 11 foreign currencies in advance, and can be used worldwide.
Launched Merchant Pro, an application for merchants to receive payments via QR Code, PromptPay and card schemes such as Visa, Mastercard, Weixin Pay (WeChat Pay) and Alipay.
Achieved new milestones in the continuous development of its payment services hub by adding services such as inward remittances via SWIFT, Application Programming Interface (API) and PromptPay.
Became the first Thai bank to join the Cross-border Interbank Payment System (CIPS) as a Direct Participant. This provides clients who trade in Chinese yuan with faster, more efficient and easily tracked transactions.
Continued to expand its Cross-border QR Payment services for inbound visitors by extending the service to South Korean travelers who can now make convenient QR payments at participating merchants in Thailand through Paybooc App.
On the results of operations as of December 31, 2025, the Bank's total assets amounted to Baht 4.606 trillion, an increase of Baht 54,963 million from the end of 2024. Loans amounted to Baht 2.608 trillion, a decrease of Baht 85,015 million, with loans to large corporate customers continuing to grow.
For liabilities and shareholders' equity, the Bank's total deposits amounted to Baht 3.196 trillion, an increase of Baht 26,630 million. Shareholders' equity attributable to owners of the Bank amounted to Baht 573,923 million, an increase of Baht 18,884 million.
In 2025, the Bank's total operating income increased by Baht 2,687 million. Net interest income decreased in line with policy interest rate trends and the slowdown of loan growth. Non-interest income increased primarily due to gains from financial instruments measured at fair value through profit or loss and gains from investments which aligned with the market trend. Operating expenses increased from operational efficiency improvements to drive the organization to the future as well as appropriate expense management.
In 2025, the Bank set aside expected credit losses of Baht 36,147 million, resulting in the net profit attributable to owners of the Bank for 2025 of Baht 46,007 million, an increase of Baht 796 million from the end of 2024.
The Bank places great importance on anti-corruption efforts and cooperated with and supported both public and private sector measures against corruption. The Bank has been certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC) since 2015, with certification valid for a three-year period and continuously renewed. In addition, the Bank participated in the CAC Change Agent program by organizing activities to encourage its business partners to declare their intention to join the CAC. As a result of these efforts, the Bank was upgraded to CAC Change Agent Certified (3-Star Level), effective from September 1, 2025, for a period of two years. This recognition reflects the Bank's strong commitment to conducting business with integrity, transparency and sustainability, and to promoting anti-corruption practices throughout its supply chain.
The Chairman invited shareholders to ask questions and make comments. A shareholder inquired how Bangkok Bank has assessed the impact of the war situation between theUnited States and Israel and Iran on the Bank's lending, and what measures the Bank has in place to manage
and mitigate the associated risks.
The President explained that the current war situation in the Middle East has led to higher energy prices for both oil and natural gas, resulting in increased business operating costs, including higher production and transportation costs. In addition, it has reduced supply in the market, making procurement more difficult.Regarding the approach to managing and mitigating the associated risks, the Bank has divided its measures into three phases:
Phase 1 focuses on addressing customers' immediate business challenges to ensure business continuity, with particular emphasis on liquidity support through the provision of working capital and additional liquidity facilities.
Phase 2 aims to support customers in sustaining their businesses and maintaining operations.
Phase 3 focuses on supporting customers in addressing long-term structural issues in a sustainable manner, such as investing in improvements to production systems, through the provision of long-term loans to build new capabilities aligned with the changing business environment resulting from the energy crisis.
However, following the outbreak of the war in the Middle East, the outlook for interest rates and NIM has changed and the Bank assessed that interest rates and NIM may remain at current levels for some time. On the other hand, the Bank may also need to lower interest rates for certain customers who have severely been affected
by the war situation. Therefore, the Bank's management approach will place greater emphasis on generating additional sources of non-interest income, in addition to effective asset and liability management (ALM) that will help maintain NIM at an appropriate level.
With respect to asset quality, the Bank assessed that NPL may trend upward; however, they are expected to remain at a manageable level. Nevertheless, the Bank will continue to closely monitor and assess the impact of the war situation on its loan customers and will put in place appropriate measures to provide support as necessary.
A shareholder inquired whether in 2026 the Bank has identified any new S-Curve businesses that it places particular emphasis on, and which types of businesses are expected to be the main drivers of growth. The President explained that, in the short to medium term, growth prospects for the ASEAN region and Asia remain positive, provided that countries in the region are able to maintain stability and an investment-friendly environment. ASEAN countries, including Thailand, therefore continue to show strong potential. At the same time, the global supply chain re-alignment has led to a significant increase in foreign direct investment in the ASEAN region over the past decade. For Thailand, the total value of applications for investment promotion submitted to the Board of Investment (BOI) over the past one to two years has reached a record high. Most of these investments are in the country's targeted industries and are expected to contribute to technology transfer, support economic and structural transformation, as well as enhance Thailand's overall competitiveness to a considerable extent. Accordingly, the Bank's long-standing core strategies-Regionalization, Urbanization, and Digitalization-remain appropriate and central to its business operations. The Bank continues to promote and support its customers in expanding their trade, production and investment across the ASEAN region and strengthening their connections to global markets. In addition, the Bank supports regional businesses in expanding their investments into Thailand, particularly in targeted industries aligned with national strategies, including those promoted by the BOI. Senior Executive Vice President (Mr. Kobsak Pootrakool) further explained that, based on data from the BOI, foreign investment inflows primarily comprise new business sectors that align with Thailand's national development objectives, particularly in advanced technology industries, electric vehicles, digital and technology-related industries, and high-value agriculture. In addition, many multinational companies are considering to establish their regional headquarters in Thailand to serve as a management hub for the region. As a result, in the long term, Thailand will have opportunities to progress along new S-Curves, as will other countries in the ASEAN region. With the Bank having branches and subsidiaries in nearly every ASEAN country, it is therefore well positioned to benefit from business expansion alongside these enterprises. A shareholder inquired about the operating performance of PT Bank Permata Tbk (Permata Bank) in Indonesia. The President explained that Permata Bank is a mid-sized commercial bank, ranked ninth in Indonesia's commercial banking system based on total assets as at the end of 2025. As of the said date, Permata Bank had total loans equivalent to Baht 323,531 million, representing approximately 12 percent of the Bank's consolidated loan portfolio, and reported net profit for 2025 equivalent to Baht 7,007 million, which was considered satisfactory. Indonesia has an average economic growth rate of around 5 percent per annum, with a population of approximately 280 million, mostly of working age. Per capita income stands at around USD 5,000, reflecting an economy in transition with growing demand for consumption and investment. In addition, Indonesia is rich in natural resources, which provides continued growth opportunities for Permata Bank going forward.There were no further questions or comments from the Meeting. The Chairman proposed that the Meeting acknowledge the report on the results of operations for the year 2025.
The Meeting acknowledged the report.
Agenda No. 2Approval of the Financial Statements for the year ended December 31, 2025
The Chairman assigned the Secretary to present details of this agenda. The Secretary requested the Meeting to approve the Financial Statements that presented the financial status and operating results of the Bank for the year ended December 31, 2025, which were audited by the auditor and reviewed by the Audit Committee. Details were presented on pages 164 - 226 of the 56-1 One Report for the year 2025. The Chairman gave the shareholders an opportunity to ask questions and express their opinions. A shareholder requested for clarification on items under other comprehensive income (loss) that showed losses, including actuarial losses on defined benefit plans amounting to Baht 337 million, and losses on investment in equity instruments designated at fair value through other comprehensive income amounting to Baht 29.6 million. The President explained that items under other comprehensive income were largely adjusted to mark-to-market prices in accordance with accounting standards, and that such mark-to-market adjustments did not have a direct impact on the Bank's net profit or loss.There were no further questions or comments from the Meeting. The Chairman proposed that the Meeting approve the Financial Statements for the year ended December 31, 2025.
The Meeting approved the Financial Statements for the year ended December 31, 2025, which were audited by the auditor, with the following votes:
Approved 1,108,469,945 votes or 96.9719% of all the votes cast by the shareholders who attended the Meeting
Disapproved 34,614,000 votes or 3.0281% of all the votes cast by the shareholders who attended the Meeting
- Abstained | 6,204,128 | votes |
- Invalid ballots | 0 | votes |
Approval of the appropriation of profit and the payment of dividend for the year 2025
The Chairman assigned the Secretary to present details of this agenda. The Secretary reported that the net profit of the Bank in 2025 amounted to Baht 44,968,790,666.20 and the accumulated profit to be appropriated in this year's meeting amounted to Baht 285,658,167,748.35 and requested the Meeting to consider and approve the appropriation of profit and the payment of dividends for the operating results of the year 2025 as follows:Allocation as a legal reserve in the total amount of Baht 1,000,000,000, being the allocation for the period of January - June 2025 amounting to Baht 500,000,000 (which had already been made as per the Financial Statements for the year ended December 31, 2025) and Baht 500,000,000 for the period of July -December 2025.
Allocation as a general reserve in the amount of Baht 5,000,000,000, which had already been made for the period of January - June 2025.
Payment of dividends for the operating results of the year 2025 at the rate of Baht 10.00 per ordinary share, totaling Baht 19,088,428,940 or 42.45 percent of net profit, which was the dividend paid out of accumulated profit. The Bank had already paid the interim dividend at the rate of Baht 2.00 per share on September 26, 2025, and will pay the final dividend at the rate of Baht 8.00 per share on May 8, 2026. The record date for determining the shareholders entitled to the dividend payment shall be April 23, 2026.
There were no further questions or comments from the Meeting. The Chairman proposed that the Meeting approve the appropriation of profit and the payment of dividends for the year 2025.
The Meeting approved the appropriation of profit and the payment of dividends for the year 2025 with the following votes:
Approved 1,143,381,470 votes or 99.4690% of all the votes cast by the shareholders who attended the Meeting
Disapproved 6,103,400 votes or 0.5310% of all the votes cast by the shareholders who attended the Meeting
- Abstained | 976,728 | votes |
- Invalid ballots | 0 | votes |
Election of Directors replacing those retiring by rotation
The Chairman assigned the Secretary to present details on this agenda item. The Secretary proposed that in order to comply with Section 71 of the Public Limited Companies ActB.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,
seven directors are due to retire by rotation at the annual ordinary meeting of shareholders for 2026, namely, Mr. Deja Tulananda, Mr. Siri Jirapongphan, Mr. Chokechai Niljianskul, Mr. Pichet Durongkaveroj, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu, and Ms. Niramarn Laisathit.
The Board of Directors (excluding the directors with interest) recommended that five directors retiring by rotation, who have been duly considered by the Nomination and Remuneration Committee in accordance with the procedures prescribed by the Bank and possess qualification pursuant to the relevant laws and regulations and suitable for the business operation of the Bank, namely, Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu, and Ms. Niramarn Laisathit, be proposed to the shareholders for re-election to the Board of Directors for another term. In screening and proposing re-election of such directors, the Nomination and Remuneration Committee has taken into consideration the relevant prescribed policy, criteria and selection methods and is of the opinion that the said five retiring directors possess suitable qualifications and with no disqualification pursuant to any relevant laws or regulations, have the knowledge, skills and expertise that will benefit and be fit for the Bank's business operation, possess high business ethics, vision and a positive attitude towards the Bank, and invariably perform their assigned duties to their utmost with responsibility, integrity and honesty. The retiring directors' performance of their duties as the Bank's directors has so far been highly beneficial to the Bank, as reflected in the Bank's operating results. It is noted that the re-appointment of the five retiring directors to the Board of Directors has already been approved by the Bank of Thailand.
The Bank 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 shareholders.
The Chairman invited shareholders to ask questions and make comments. There were no questions and comments from the Meeting. The Chairman proposed that the Meeting consider the re-election of five directors retiring by rotation as directors for another term and requested the Meeting to conduct the voting for the re-election of each director individually.The Meeting approved the re-election of Mr. Siri Jirapongphan, Mr. Pichet Durongkaveroj, Mr. Chartsiri Sophonpanich, Mr. Chansak Fuangfu, and Ms. Niramarn Laisathit as directors for another term with the following votes:
Mr. Siri Jirapongphan
Approved 1,035,751,908 votes or 90.1685% of all the votes cast by the shareholders who attended the Meeting
Disapproved 112,933,316 votes or 9.8315% of all the votes cast by the shareholders who attended the Meeting
Abstained 1,764,874 votes
Invalid ballots 0 votes
Mr. Pichet Durongkaveroj
Approved 1,036,089,589 votes or 90.2586% of all the votes cast by the shareholders who attended the Meeting
Disapproved 111,822,755 votes or 9.7414% of all the votes cast by the shareholders who attended the Meeting
Abstained 2,531,814 votes
Invalid ballots 0 votes
Mr. Chartsiri Sophonpanich
Approved 1,005,910,631 votes or 90.2919% of all the votes cast by the shareholders who attended the Meeting
Disapproved 108,154,553 votes or 9.7081% of all the votes cast by the shareholders who attended the Meeting
Abstained 36,371,274 votes
Invalid ballots 0 votes
Mr. Chansak Fuangfu
Approved 1,000,963,535 votes or 87.1427% of all the votes cast by the shareholders who attended the Meeting
Disapproved 147,684,755 votes or 12.8573% of all the votes cast by the shareholders who attended the Meeting
- Abstained
1,776,374
votes
- Invalid ballots
0
votes
Ms. Niramarn Laisathit
Approved 1,043,022,585 votes or 90.8020% of all the votes cast by the shareholders who attended the Meeting
Disapproved 105,655,405 votes or 9.1980% of all the votes cast by the shareholders who attended the Meeting
- Abstained | 1,741,274 | votes |
- Invalid ballots | 0 | votes |
Acknowledgement of directors' remuneration for the year 2025
The Chairman assigned the Secretary to present details of this agenda item. The Secretary reported that the directors' remuneration for the year 2025 was in line with the remuneration framework proposed by the Nomination and Remuneration Committee, details of which were presented on pages 18 - 19 of the Notice of the Meeting.Furthermore, the Secretary informed the Meeting of the benefits and remuneration in 2025 of directors and executives with management authority as well as their directorships in other companies as required to be disclosed by the Bank of Thailand. The details of the benefits and remuneration in 2025 of directors and executives with management authority were presented on pages 141 - 142 and the executive remuneration from the level of executive vice president upwards was presented on page 130 of the 56-1 One Report for the year 2025, and directorship in other companies were presented on Attachment 1 of 56-1 One Report for the year 2025.
The Chairman invited shareholders to ask questions and make comments. A shareholder inquired why the Bank did not seek the Meeting's approval of directors' remunerationbut simply sought acknowledgement.
The President explained that the Bank has complied with the resolution of the Extraordinary General Meeting of Shareholders No. 1/1993 held on April 21, 1993, which authorized the Bank's Board of Directors to determine and pay remuneration to directors.As no further questions or comments were raised, the Chairman proposed that the Meeting acknowledge
the directors' remuneration for the year 2025.
The Meeting acknowledged the directors' remuneration.
Agenda No. 6Appointment of the auditors and the determination of the remuneration
The Chairman assigned the Secretary to present details of this agenda item. The Secretary stated that 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, the annual ordinary meeting of shareholders each year shall appoint an auditor and determine the remuneration to be paid by the Bank. It was noted that the former auditor may be re-appointed.The Board of Directors proposed that the Meeting approve the appointment of Mrs. Nisakorn Songmanee, certified public accountant registration no. 5035, and/or Mr. Chavala Tienpasertkij, certified public accountant registration no. 4301, and/or Mrs. Darunee Chantra, certified public accountant registration no. 8625, all of Deloitte Touch Tohmatsu Jaiyos Audit Co., Ltd, as auditors of the Bank for the year 2026 with the remuneration in the amount of Baht 23,025,000 and special audit assignment fee in the amount of Baht 777,000 and that the Bank's management be authorized to consider and approve additional fees as appropriate if the Bank requests the auditors to perform other functions. The details were presented on page 20 - 21 of the Notice of the Meeting.
The Chairman invited shareholders to ask questions and make comments. A shareholder asked whether the proposed audit fee includes the audit fees of subsidiaries and associates, including Permata Bank in Indonesia. The President explained that the proposed audit fee relates to the consolidated financial statements. Each subsidiary of the Bank appoints its own auditor, and the auditors from Deloitte Touche Tohmatsu Chaiyyo Audit Co., Ltd. are responsible for consolidating the financial information and expressing an opinion on the consolidated financial statements.There were no further questions and comments from the Meeting. The Chairman proposed that the Meeting consider the appointment and the remuneration of the auditors for 2026, and authorize the Bank's management to consider and approve additional fees as appropriate if the Bank were to request the auditors to perform other functions.
The Meeting approved the appointment of Mrs. Nisakorn Songmanee, certified public accountant registration no. 5035, and/or Mr. Chavala Tienpasertkij, certified public accountant registration no. 4301, and/or Mrs. Darunee Chantra, certified public accountant registration no. 8625, all of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as auditors of the Bank for the year 2026 with remuneration of Baht 23,025,000 and special audit assignment fee of Baht 777,000 and that the Bank's management be authorized to consider and approve additional fees as appropriate if the Bank requests the auditors to perform additional functions, with the following votes:
Approved 1,074,135,369 votes or 94.0024% of all the votes cast by the shareholders who attended the Meeting
Disapproved 68,532,781 votes or 5.9976% of all the votes cast by the shareholders who attended the Meeting
- Abstained | 7,765,314 | votes |
- Invalid ballots | 0 | votes |
As a result, the Bank must be prepared to compete with virtual banks by offering services of comparable standards. The Bank has therefore been upgrading its technology stack to enhance the speed and timeliness of its services. In addition, the Bank has invested in various technologies to improve efficiency and productivity, including the adoption of AI innovation, particularly Generative AI and Agentic AI.
A shareholder asked to what extent the Bank had been affected by the major flooding in Hat Yai District toward the end of 2025. The President explained that some of the Bank's branches were affected to a certain extent and that repairs have now been completed. For the Bank's customers located in the flood-affected areas, the Bank provided appropriate assistance by extending additional credit facilities and/or granting extensions of repayment periods to support liquidity. A shareholder asked what percentage of the Bank's total loans currently consists of non-performing loans. The President explained that the Bank's non-performing loan (NPL) ratio has been maintained at approximately 3.0 - 3.5 percent. The Bank has set aside expected credit losses based on various scenarios in accordance with its long-standing prudent and conservative approach, to ensure that provisions will be sufficientto absorb potential volatility or uncertainty arising from unforeseen events. Such events in the past include, for example, the Covid-19 pandemic, the Russia-Ukraine war, and most recently, the conflict involving the United States and Israel with Iran.
A shareholder asked whether the Bank has incorporated climate risk into its credit risk models or the calculation of expected credit losses (ECL) and also asked about the Bank's strategy for managing its loan portfolio in high-carbon-emitting industries in the context of sustainability, ESG transition, and climate transition, without adversely affecting the Bank's income, and how such transition would impact the Bank's loan portfolio. The President explained that the Bank has set net-zero greenhouse gas emission targets for its operations (Scope 1 and Scope 2) by 2035, and for its lending and investment activities (Scope 3, Category 15) by 2050, in line with national targets, as disclosed in the Bank's Sustainability Report.On customer front, the Bank has also provided training programs to enhance customers' understanding of the necessary transition, enabling them to integrate such considerations into their planning and operations. The programs aim to support their cost reduction, improve their operational efficiency, and enable the development of products aligned with market demand. In addition, the Bank has developed financial products and promoted environmentally-friendly activities, with a focus on supporting decarbonization, as well as encouraging potential businesses to participate in global supply chains. Examples of such activities include raising awareness and advising on preparations for complying with the Carbon Border Adjustment Mechanism (CBAM) and the European Union Deforestation Regulation (EUDR).
There being no further questions, the Chairman thanked the shareholders and declared the Meeting closed.
The Meeting was closed at 17.08 hrs.Certified as correct.
(Mr. Phornthep Phornprapha) Chairman of the Board of Directors Chairman of the Meeting
(Mr. Kobsak Pootrakool) Corporate Secretary
Minutes of the 33rd Annual Ordinary Meeting of Shareholders, April 10, 2026 Page
