Bangkok Life Assurance : 2023 Shareholders’ Meeting Invitation

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	CONTENTS
Notice of the 2023 Annual General Meeting of Shareholders	Page
1.	Letter of Invitation for the 2023 Annual General Meeting of Shareholders	3
2.	Copy of the Minutes of the 2022 Annual General Meeting of Shareholders	12
3.	Financial Highlights	24
4.	Profile of the nominated candidates for the election of new directors	25
5.	Criteria for Appointment of Directors / Definition of Independent Director	31
6.	Company's Articles of Association relating to the General Meeting of Shareholders	33
7.	Profile of independent director proposed to act as proxy for shareholders	37
8.	Proxy forms (Form A, Form B, and Form C)	39
9.	Procedures for attending the 2023 Annual General Meeting of Shareholders	48
10.	Registration form for attending form of electronic meeting	60
11.	Electronic Conference System Manual	61
12.	Privacy Notice for BLA Shareholders	76
13.	56-1 One Report for the year 2022 (QR Code)	80
14.	Map of the Annual General Meeting of Shareholders' Venue	81

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ที่BLA.A4S 7/2566

		March 23, 2023
Subject:	Invitation to the 2023 Annual General Meeting of Shareholders by Hybrid Meeting
To:	Shareholders
Attachment:	1)	A copy of the minutes of the 2022 Annual General Meeting of Shareholders
	2)	Financial Highlights
	3)	Profiles of the nominated candidates for the election of new directors
	4)	Criteria for Appointment of Directors / Definition of Independent Director
	5)	The Company's Articles of Association in relation to the General Meeting of Shareholders
	6)	Profiles of the Independent Directors to act as Proxy
	7)	Proxy Forms (Form A, Form B, and Form C)
	8)	Procedures for attending the 2023 Annual General Meeting of Shareholders
	9)	Registration form for attending form of electronic meeting
	10)	Electronic Conference System Manual
	11)	Privacy Notice for BLA Shareholders
	12)	56-1 One Report for the year 2022 (QR Code)
	13)	Map of the Annual General Meeting of Shareholders' Venue
	14)	A prepaid envelope

Bangkok Life Assurance Public Company Limited held the Board of Directors' Meeting no.1/2023 on Wednesday, February 22, 2023 and resolved to call the 2023 Annual General Meeting of Shareholders on Thursday, April 20, 2023, at 9.30 a.m. at the "Chin Sophonpanich" auditorium, on 11th floor, Head Office Building, Bangkok Life Assurance Public Company Limited, No. 1415, Krungthep-Nonthaburi Road, Wongsawang, Bangsue, Bangkok, and via electronic meeting (Hybrid meeting) to consider matters according to the following agendas.

Agenda 1: To approve the Minutes of the 2022 Annual General Meeting of Shareholders

Objectives and Rationale:The 2022 Annual General Meeting of Shareholders was held on Wednesday, April 27, 2022. The minutes of the meeting were disclosed to The Stock Exchange of Thailand and also posted on the company's website (www.bangkoklife.com)since May 11, 2022. Therefore, it was proposed to the shareholders' meeting to approve the report with the details as the attachment 1, page 12-23

The Board of Directors' opinion:The minutes of meeting were recorded correctly. The Board of Directors deemed it appropriate to propose the minutes of the 2022 Annual General Meeting of Shareholders to be approved by the shareholders' meeting.

Voting:The resolution requires a majority votes from shareholders who attend the meeting and are entitled to vote.

Agenda 2:To acknowledge the operating result for 2022

Objectives and Rationale:The Company summarized operating results and important changes during 2022 as the attachment 2, page 24.

The Board of Directors' opinion:It is deemed appropriate to propose the company's operating results presented in the 2022 one report for the shareholders' acknowledgement.

Voting:As this item is for information to shareholders; therefore, a vote is not required.

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Agenda 3: To approve the financial statements for the year ended December 31, 2022

Objectives and Rationale:According to Section 112 of the Public Limited Companies Act, B.E 2535, the Company shall prepare a statements of financial position and statements of profit or loss at the end of each fiscal year, which have been audited by an external auditor, and submit these to the shareholders' meeting for approval.

The Board of Directors' opinion:It is deemed appropriate to propose the financial statements for the year ended December 31, 2022 which have been audited and certified by the company's auditor who gave an unconditional opinion. The financial statements have also been duly considered by the Audit Committee and the Board of Directors. The details were shown in the financial statement section of Form 56-1 One Report for the year 2022, page 246 - 349 which was sent to the shareholders in QR Code format along with the invitation letter of this meeting.

The Company's financial statements are presented in the attachment 2, page 25-29.

Voting:The resolution requires a majority votes from shareholders who attend the meeting and are entitled to vote.

Agenda 4:To approve the profit allocation and dividend payment for the Year 2022

Objectives and Rationale:The Public Limited Company Act, B.E. 2535, Section 116 and the Articles of Association clause 56 state that the company is required to allocate a part of annual net profit as reserves until the amount is no less than 10% of its registered capital. The company has already complied with the requirement and does not have to allocate any additional part of annual net profit as reserve for the year of 2022.

The Company has a policy to pay dividend in the amount of no less than 25% of its net profit after deducting corporate income tax, if there is no loss accrued and/or that such payments do not have significant impact on the Company's normal business operations and those of its subsidiaries. In 2022, the Company posted a net profit of baht 3,210 million or baht 1.88 per share. Therefore, the Company considered appropriate to declare a dividend payment at the rate of baht

0.60 per share or totaling baht 1,024 million or 32 % of net profit after tax which is well complied with the company's dividend payout policy and which will be paid from retained earnings of which the corporate income tax was 20%. The Company paid an interim dividend at the rate of baht 0.32

per share on September 19, 2022, thus the dividend for the fiscal year 2022 remains at baht 0.28 per share or baht 478 million. Record date for the rights to receive dividend is set on May 8, 2023. Approval by the Office of Insurance Commission ("OIC") is required before the dividend can be paid.

The Board of Directors' opinion:The Company has allocated profits as a legal reserve in accordance with the law. It is deemed appropriate to propose to the 2023 Annual General Meeting of Shareholders to approve the dividend payment for the operating results of the year 2022 at the rate of baht 0.60 per share or totaling baht 1,024 million or 32 % of net profit after tax which is well complied with the company's dividend payout policy and which will be paid from retained earnings of which the corporate income tax was 20%. The Company paid an interim dividend at the rate of baht 0.32 per share on September 19, 2022, thus the dividend for the fiscal year 2022 remains at baht 0.28 per share or baht 478 million. Record date for the rights to receive dividend is set on May 8, 2023 and the company will notify the date of dividend payment date later once receive the approval from OIC.

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Separate financial statements

	Comparative Dividend Payment	2022	2021
1.	Net profit (Million Baht)	3,210	3,193
2.	Earning per share (Baht : Share)	1.88	1.87
3.	Number of shares as of Dec 31 (Million Shares)	1,708	1,708
4.	Dividend (Baht : Share)	0.60	0.56
	- Interim dividend payment	0.32	-
	- Final dividend payment	0.28	0.56
5.	Total dividend payment (Million baht)	1,024	952
6.	Dividend payment ratio (Percentage)	32	30

Voting:The resolution requires a majority votes from shareholders who attend the meeting and are entitled to vote.

Agenda 5 To elect the directors to replace those who retire by rotation

Objectives and Rationale:The Public Limited Company Act and the Articles of Association clause 24, requires that one-third (or the nearest proportion) of the directors must retire from office by rotation at each Annual General Meeting of Shareholders. There are 5 directors who due to retire by rotation this year as following:

1.	Mr.Sunthorn Arunanondchai	Independence Director
2.	Mr.Praphant Asava-aree	Independence Director
3.	Ms.Varawan Vechasut	Independence Director
4.	Mrs.Prapaivan Limsong	Director
5.	Ms.Chollada Sophonpanich	Director

The Company provided opportunities for its shareholders to propose qualified candidates for the directorships during September 29, 2022 to December 31, 2022 via the company's website and the SET Listed Company Notification and Key Operation (SETLink) but there was no proposal from shareholders.

The Nomination and Compensation Committee's opinion:The Nomination and Compensation Committee considered qualified candidates looking at various professional experiences, expertise, vision and considering the suitability of the composition of the total number of directors. The Committee has the opinion that the directors who retire by rotation possess knowledge and capability suitable for the position and had been performing very well during their previous term as director and/or member in the subcommittee. The committee, therefore, proposed to re-elect4 directors, Mr.Sunthorn Arunanondchai, Ms.Varawan Vechasut, Mrs.Prapaivan Limsong and Ms.Chollada Sophonpanich, , to be company's directors for another term. In this regard, Mr.Praphant Asava-areedoes not wish to be re-elected.

Profiles of all the proposed candidates are detailed in attachment 3, page 25-30and the Criteria for appointment of directors / definition of Independent Director are provided in attachment 4, page 31-32.

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