Bangkok Life Assurance : 2024 Shareholders’ Meeting Invitation

CONTENTS
Notice of the 2024 Annual General Meeting of Shareholders
Page
1. Letter of Invitation for the 2024 Annual General Meeting of Shareholders	3
2. Copy of the Minutes of the 2023 Annual General Meeting of Shareholders	9
3. Financial Highlights	25
4. Profile of the nominated candidates for the election of new directors	26
5. Criteria for Appointment of Directors / Definition of Independent Director	32
6. Company's Articles of Association relating to the General Meeting of Shareholders
34
7. Profile of independent director proposed to act as proxy for shareholders	39
8. Proxy forms (Form A, Form B, and Form C)	41
9. Procedures for attending the 2024 Annual General Meeting of Shareholders	50
10. Registration form for electronic meeting	63
11. Electronic Conference System Manual	64
12. Privacy Notice for BLA Shareholders	78
13. 56-1 One Report for the year 2023 (QR Code)	82
14. Map of the Annual General Meeting of Shareholders' Venue
83

ท่ี BLA.A4S 9/2567

March 27, 2024

Subject:Invitation to the 2024 Annual General Meeting of Shareholders by Hybrid Meeting

To:

Shareholders

Attachment:	1)	A copy of the minutes of the 2023 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
The Company's Articles of Association in relation to the General Meeting of Shareholders
5)
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 2024 Annual General Meeting of Shareholders
9)	Registration form for electronic meeting
10)	Electronic Conference System Manual
11)	Privacy Notice for BLA Shareholders
12)	56-1 One Report for the year 2023 (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.2/2024 on Monday, Mar 4, 2024 and resolved to call the 2024 Annual General Meeting of Shareholders on Wednesday, April 24, 2024, 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 2023 Annual General Meeting of Shareholders

Objectives and Rationale: The 2023 Annual General Meeting of Shareholders was held on

Thursday, April 20, 2023. 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 2, 2023.

Therefore, it was proposed to the shareholders' meeting to approve the report with the details as the attachment 1, page 9-24.

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 2023 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 2023

Objectives and Rationale: The Company summarized operating results and important changes during 2023 as the attachment 2, page 25.

The Board of Directors' opinion: It is deemed appropriate to propose the company's operating results presented in the 2023 one report for the shareholders' acknowledgement.

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

Agenda 3:To approve the financial statements for the year ended December 31, 2023

Objectives and Rationale: According to Section 112 of the Public Limited Companies Act, B.E 2535, the Company shall prepare a statement 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, 2023 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 as the attachment 12, page 218 - 300 which was sent to the shareholders in QR Code format along with the invitation letter of this meeting.

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 2023

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 2023.

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 2023, the Company posted a net profit of baht 2,547 million or baht 1.49 per share.

Therefore, the Company considered appropriate to declare a dividend payment for the operating results of the year 2023 at the rate of baht 0.48 per share or totaling baht 818.31 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 0.28 per share on September 19, 2023, thus the dividend for the fiscal year 2023 remains at baht 0.20 per share or baht 341.51 million. Record date for the rights to receive dividend is set on May 8, 2024. 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 2024 Annual General Meeting of Shareholders to approve the dividend payment for the operating results of the year 2023 at the rate of baht 0.48 per share or totaling baht 818.31 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 0.28 per share on September 19, 2023, thus the dividend for the fiscal year 2023 remains at baht 0.20 per share or baht 341.51 million. Record date for the rights to receive dividend is set on May 8, 2024 and the company will notify the date of dividend payment date later once receive the approval from OIC.

Separate financial statements
Comparative Dividend Payment	2023	2022
1. Net profit (Million Baht)	2,547	3,210
2. Earning per share (Baht : Share)	1.49	1.88
3. Number of shares as of Dec 31 (Million Shares)	1,708	1,708
4. Dividend (Baht : Share) - Interim dividend payment - Final dividend payment	0.48 0.28 0.20	0.60 0.32 0.28
5. Total dividend payment (Million baht)	818	1,024
6. Dividend payment ratio (Percentage)	32	32

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 4 directors who due to retire by rotation this year as following:

1. Mrs.Savitri Ramyarupa	Director
2. Mr.Vetit Assawamangcla	Independence Director
3. Mr.Tomohiro Yao	Director
4. Mr.Yutaka Tsuboi	Director

The Company provided opportunities for its shareholders to propose qualified candidates for the directorships during November 27, 2023 to December 31, 2023 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-elect 4 directors, Mrs.Savitri Ramyarupa, Mr.Vetit Assawamangcla, Mr.Tomohiro

Yao and Mr.Yutaka Tsuboi, to be company's directors for another term.

Profiles of all the proposed candidates are detailed in attachment 3, page 26-31 and the Criteria for appointment of directors / definition of Independent Director are provided in attachment 4, page 32-33.

The Board of Directors' opinion: The Board of Directors (excluding those who may have conflict of interest) has carefully considered the proposal of the Nomination and Remuneration Committee and agreed that all 4 directors, Mrs.Savitri Ramyarupa, Director, Mr.Vetit Assawamangcla, Independence Director, Mr.Tomohiro Yao, Director and Mr.Yutaka Tsuboi, Director, have passed the consideration according to the process specified by the company, and they have qualifications in accordance with relevant regulations and suitable for the business of the company including having knowledge, ability and experience in various fields that are beneficial to the business of the company. In addition, the person who will be nominated as an independent director has qualifications in accordance with the laws related to the requirementsrelating to independent directors. It is deemed appropriate to propose to the Annual General Meeting of Shareholders to re-elect 4 directors, Mrs.Savitri Ramyarupa, Mr.Vetit Assawamangcla, Mr.Tomohiro Yao and Mr.Yutaka Tsuboi for to be directors another term.

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

Agenda 6:

To approve the directors' remuneration for 2024

Objectives and Rationale: Public Limited Company Act and the Articles of Association clause 44, requires that the Annual General Meeting of Shareholders approves directors' remuneration.

The Nomination and Remuneration Committee's opinion: The Nomination and Remuneration Committee has considered the remuneration of directors and based on their knowledge, expertise, suitable for duties and responsibility as well as the company's business performance in 2023 and compare with directors' remuneration of other listed companies and proposes the 2024's remuneration for the directors in the sum amount of not exceeding baht 16,700,000 which is the same amount that was approved in 2023. The actual amount of bath 14,080,000 was paid as directors' remuneration in 2023. The remuneration for each individual director is disclosed as the attachment 12, page 183, which was sent to the shareholders in QR Code format along with the invitation letter of this meeting. The compensation criteria of Directors' Remuneration and other benefits which are the same last year as follows:

• 1) Meeting allowance as a director

  The Company pays meeting allowance to all directors at the rate of 40,000 baht. The Chairman receives 2 times of the regular meeting allowance.

• 2) Meeting allowance as a sub committee member

  The Company pay the meeting allowance for each director who attend the meeting Baht 40,000. The chairman receives 2 times of the regular allowance.

• 3) Gratuity to the Board of Directors

  The Board of Directors considers the annual remuneration of directors by considering the consistency with the Company's operating results and allocate the gratuity to each director by scoring system which reflects the obligation responsibility and taking the time to perform duties of each director.

Other benefits are Directors and Officers Liability Insurance, the seminars and training courses fee of IOD and other institutions related, the monthly internet service fee for iPad to access the company's system, the chairperson's car and the directors' allowance and entertainment expenses.

In this regard, directors who are employees of the Company and receive a regular salary and do not receive the director's remuneration under Clauses 1. - 3., except the Directors and Officers Liability Insurance and the seminars and training courses fee of IOD and other institutions related.

The Board of Directors' opinion: The Board of Directors concurred with the recommendation of the Nomination and Remuneration Committee and deemed it appropriate to propose to the 2024 Annual General Meeting of Shareholders to approve the director remuneration for 2024 in the total amount of Baht 16.7 million which is the same amount as that of the previous year.

Voting: The resolution requires votes of no less than two-thirds of shareholders who attend the meeting and are entitled to vote.

Agenda 7:

To approve the appointment of company's auditor and determine the auditor's remuneration for 2024

Objectives and Rationale: Public Limited Company Act and the Articles of Association clause 50 requires that the Annual General Meeting of Shareholders appoints the company's auditor and set the auditor's remuneration.

The Audit Committee's opinion: The Audit Committee considered the company's auditors based on their knowledge, experience, expertise, understanding of the life insurance business, independence and impartiality and proposes to approve Deloitte Touche Tohmastsu Jaiyos Audit Co Ltd. to be the audit firm of the company for the year 2024, with subsidiaries using the same accounting firm.

In this regard, one of the following auditors will audit and give opinions on the Company's financial statements, and it is deemed appropriate to approve determine the auditor's remuneration for 2024 in the amount of 2,341,000 baht, which is the same amount as that of the previous year. The audit fees exclude other non-audit fees.

Name	Certified Public Accountant No.	Number of years certified the Company's financial statements
1. Mr. Chavala Tianprasertkit 2. Ms. Nisakorn Songmanee 3. Ms. Lasita Magut 4. Mr. Watchara Likhitbanchongdee	4301 5035 9039 11743	6 - - -

In 2023, the Company paid other non-audit fees for review risk-based capital and company's embedded value, amounting to 2,570,000 baht. For the implementation preparation of Thai Financial Reporting Standards No. 17 (TFRS17) "Insurance Contracts", which is quite complex and significant changes from the current accounting standard principle that will be effective in 2025, the Company will pay a one-time of non-audit fee related to the data preparation in accordance with the requirements of TFRS17 in the amount of 6,080,000 baht in 2024.

These certified public accountants have no relationship and no interests with the Company, the company's executives, and major shareholders. They, therefore, have independence in performing audit tasks and giving opinions on the Company's financial statements.

The Board of Directors' opinion: The Board of Directors concurred with the recommendation of the Audit Committee and deemed it appropriate to propose to the 2024 Annual General Meeting of Shareholders to appoint Mr. Chavala Tienpasertkij, CPA Registration No. 4301 and/or Ms. Nisakorn Songmanee, CPA Registration No. 5035 and/or Ms. Lasita Magut, CPA Registration No. 9039 and/or Mr. Watchara Likhitbanchongdee, CPA Registration No. 11743 all of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as auditors of the Company for the year 2024 with the remuneration of Baht 2,341,000, which is the same amount as that of the previous year.

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

Agenda 8:Other (if any)

The company set the record date for the rights of shareholders to attend the 2024 Annual General Meeting of Shareholders on March 18, 2024.

We would like to invite all shareholders to attend the 2024 Annual General Meeting of Shareholders by Hybrid Meeting on the date, time and place mentioned above. Please ask the shareholders to study the procedures for attending the 2024 Annual General Meeting of Shareholders, the details as in attachment 8, page 50-62. For shareholders who are unable to attend the meeting, please appoint a proxy or you may appoint the independent director of the Company to attend the meeting and vote on your behalf. The profile of the independent director who is proposed to act as a proxy for the shareholders is provided in attachment 6, page 39-40.

The proxy Form A, Form B and Form C are provided in attachment 7, page 41-49. Please select one of the forms, fill in all details, sign and deliver it to the company along with all relevant supporting documents prior to the meeting date. A prepaid envelope is also attached here with for your convenience or to send an email [e-mail] addition, the Company has also added a way to send proxy forms via electronic methods in advance of the meeting date, including e-Proxy Voting, on the Thailand Securities Depository's Investor Portal system. Click the link,https://ivp.tsd.co.th/signin?lang=en,Document Registration System of QuidLab Co., Ltd. Click the link,https://bla.foqus.vc/registration/,for your convenience. Please deliver the proxy form within on Monday, April 22, 2024.

Yours sincerely,

(Ms.Jaruwan Limkhunthammo)

Company Secretary

Company Secretary Section Tel: [phone]

Note: Bangkok Life Assurance Public Co., Ltd. has posted the invitation letter of the 2024 Annual General Meeting

Shareholders on the company's website

BANGKOK LIFE

Directors in Attendance via electronic media

1. Khun Tomohisa Kawasaki Director

Directors absent at the meeting due to illness

1. Khun Chai Sophonpanich Director/ Member of the Nomination and Remuneration Committee

Proportion of attending directors, 92.86% of the total number of 14 directors.

Management in Attendance

• 1. Khun Jaruwan Limkhunthammo

• 2. Khun Oranuch Samranrit

• 3. Khun Laddawan Sitthiworranant

• 4. Khun Sirinart Wongjaroensathit

• 5. Khun Chaiyapol lnthuprapha

• 6. Khun Jakkrapong Sangkeaw

• 7. Khun Onranat Nachapong

• 8. Khun Sommoot Look-In

9.

Khun Suchada Rermyindee

10.Khun Supaporn TipfunHead of Accounting and Finance Division and Company Secretary Head of Life Operations Division

Head of Bancassurance Division and Alternative Division Head of Information Technology Division

Head of Corporate Strategy & Planning Division Head of Actuarial Division

Head of Customer Strategy & Management Division Head of Legal

Head of Compliance Head of Internal Audit

Auditor from Deloitte Touche Tohmastsu Jaiyos Audit Co Ltd.

1. Khun Nantawat Sumraunhant	Auditor
2. Khun Nutchuda Chaiwattanapipat	Auditor
3. Khun Suteam Pattaramalai	Auditor
Witness in the Votes Counting
1. Khun Lertsak Suthampond	Legal Adviser from Kanung & Partners Law Offices Co.,Ltd.

Right Protection Volunteer from Thai Investors Association

• 1. Khun Somsak Vanichvasin

• 2. Khun Umachasaya CharoenchaiRight Protection Volunteer

Thai Investors Association officer, solely via electronic meeting

Rights Protection Volunteer from Thai Investors Association

The Company Secretary notified that the Company had given opportunity for single or multiple shareholders who hold at least 5% of the total voting rights to propose meeting agendas and candidates for the post of director from the 29 of September until the 31 of December, 2022 via the Stock Exchange of Thailand's electronic news and the Company's website. No proposal was submitted. Then, Company Secretary clarified the procedures for attending the meeting, questioning, voting and vote counting via VDO clip. The meeting was considered all agendas, following the order of the agendas presented in the invitation to the meeting and information will be presented on each agenda item, and shareholders would be given an opportunity to ask questions first, and then there will be a resolution for that agenda.

Then the company secretary reports the number of shareholders attending the 2023 Annual General Meeting of Shareholders, which can be summarized as follows:

Shareholders

Shareholders attended Physical

Shareholders participated via electronic Proxies

Proxies attended Physical

Proxies participated via electronic Total of Shareholders and Proxies

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• 29 , equal to

• 6 , equal to

• 433 , equal to

• 3 , equal to

• 471 , equal to

7,837,603 97,902 1,082,953,457 158,183,380 1,249,072,342

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